Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 22, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. | |
Entity Central Index Key | 925,645 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 135,899,778 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Current assets | |||
Cash and cash equivalents | $ 98,419 | $ 61,679 | |
Accounts receivable, net (Note 7) | 142,828 | 167,427 | |
Program rights, net (Note 6) | 94,215 | 85,972 | |
Other current assets (Note 8) | 28,471 | 43,206 | |
Total current assets | 363,933 | 358,284 | |
Non-current assets | |||
Property, plant and equipment, net (Note 9) | [1] | 111,748 | 108,522 |
Program rights, net (Note 6) | 180,610 | 169,073 | |
Goodwill (Note 4) | 650,785 | 622,243 | |
Broadcast licenses and other intangible assets, net (Note 4) | 155,995 | 151,162 | |
Other non-current assets (Note 8) | 31,727 | 31,133 | |
Total non-current assets | 1,130,865 | 1,082,133 | |
Total assets | [2] | 1,494,798 | 1,440,417 |
Current liabilities | |||
Accounts payable and accrued liabilities (Note 9) | 140,001 | 134,705 | |
Current portion of long-term debt and other financing arrangements (Note 4) | 1,202 | 1,155 | |
Other current liabilities (Note 10) | 45,065 | 10,448 | |
Total current liabilities | 186,268 | 146,308 | |
Non-current liabilities | |||
Long-term debt and other financing arrangements (Note 5) | 945,685 | 908,521 | |
Other non-current liabilities (Note 11) | 65,052 | 65,749 | |
Total non-current liabilities | $ 1,010,737 | $ 974,270 | |
Commitments and contingencies (Note 20) | |||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2014 - 200,000) (Note 13) | $ 245,708 | $ 241,198 | |
CME Ltd. shareholders’ equity (Note 14): | |||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2014 – one) | 0 | 0 | |
Additional paid-in capital | 1,910,370 | 1,914,050 | |
Accumulated deficit | (1,645,680) | (1,605,245) | |
Accumulated other comprehensive loss | (224,285) | (242,409) | |
Total CME Ltd. shareholders’ equity | 51,277 | 77,260 | |
Noncontrolling interests | 808 | 1,381 | |
Total equity | 52,085 | 78,641 | |
Total liabilities and equity | 1,494,798 | 1,440,417 | |
Class A Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 14): | |||
Common stock | 10,872 | 10,864 | |
Class B Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 14): | |||
Common stock | $ 0 | $ 0 | |
[1] | Reflects property, plant and equipment. | ||
[2] | Segment assets exclude any intercompany balances. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 1 | 1 |
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 200,000 | 200,000 |
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
Class A Common Stock [Member] | ||
Common stock, shares issued (in shares) | 135,899,778 | 135,804,221 |
Common stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
Common Class B [Member] | ||
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Net revenues | $ 129,000 | $ 126,133 | |
Operating expenses: | |||
Content costs | 71,978 | 71,290 | |
Other operating costs | 16,454 | 17,038 | |
Depreciation of property, plant and equipment | 7,285 | 7,001 | |
Amortization of broadcast licenses and other intangibles | 2,060 | 3,499 | |
Cost of revenues | 97,777 | 98,828 | |
Selling, general and administrative expenses | 23,460 | 43,901 | |
Restructuring costs (Note 15) | 0 | 643 | |
Operating income | 7,763 | (17,239) | |
Interest expense (Note 16) | (49,154) | (40,118) | |
Total other non-operating income / (expense) | 1,416 | (12,741) | |
(Loss) / income from continuing operations before tax and income from investment in subsidiaries | (39,975) | (70,098) | |
(Provision) / credit for income taxes | (719) | (145) | |
(Loss) / income from continuing operations before income from investment in subsidiaries | (40,694) | (70,243) | |
Loss from discontinued operations, net of tax (Note 3) | 0 | (3,288) | |
Net loss | (40,694) | (73,531) | |
Net loss attributable to noncontrolling interests | 259 | 257 | |
Net (loss) / income attributable to CME Ltd. | (40,435) | (73,274) | |
Currency translation adjustment | 19,058 | (103,764) | |
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (1,248) | (607) | |
Other Comprehensive Income (Loss), Net of Tax | 17,810 | (104,371) | |
Comprehensive loss | (22,884) | (177,902) | |
Comprehensive (income) / loss attributable to noncontrolling interests | 573 | (849) | |
Comprehensive loss attributable to CME Ltd. | $ (22,311) | $ (178,751) | |
Net (loss) / income per share: | |||
Continuing operations attributable to CME Ltd. - Basic | $ (0.31) | $ (0.51) | |
Continuing operations attributable to CME Ltd. - Diluted | (0.31) | (0.51) | |
Discontinued operations attributable to CME Ltd. - Basic | 0 | (0.02) | |
Discontinued operations attributable to CME Ltd. - Diluted | 0 | (0.02) | |
Net loss attributable to CME Ltd. – Basic | (0.31) | (0.53) | |
Net loss attributable to CME Ltd. – Diluted | $ (0.31) | $ (0.53) | |
Weighted average common shares used in computing per share amounts (000’s): | |||
Basic (in shares) | [1] | 147,078 | 146,606 |
Diluted (in shares) | 147,078 | 146,606 | |
[1] | For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Preferred Class A [Member]Series A Convertible Preferred Stock [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member] | Common Class B [Member]Common Stock [Member] |
BALANCE at Dec. 31, 2015 | $ 78,641 | $ 1,914,050 | $ (1,605,245) | $ (242,409) | $ 1,381 | $ 0 | $ 10,864 | $ 0 | |
BALANCE (in shares) at Dec. 31, 2015 | 1 | ||||||||
BALANCE (in shares) at Dec. 31, 2015 | 135,804,221 | 0 | 0 | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||
Stock-based compensation | 838 | 838 | |||||||
Shares issuance, stock-based compensation (in shares) | 95,557 | ||||||||
Shares issuance, stock-based compensation | 0 | $ 8 | |||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | (8) | ||||||||
Preferred dividend paid-in-kind | (4,510) | (4,510) | |||||||
Net loss | (40,694) | (40,435) | (259) | ||||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | (1,248) | (1,248) | |||||||
Currency translation adjustment | 19,058 | 19,372 | |||||||
BALANCE at Mar. 31, 2016 | 52,085 | $ 1,910,370 | $ (1,645,680) | $ (224,285) | 808 | $ 0 | $ 10,872 | $ 0 | |
BALANCE (in shares) at Mar. 31, 2016 | 1 | ||||||||
BALANCE (in shares) at Mar. 31, 2016 | 135,899,778 | 0 | 0 | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | $ 19,058 | $ (314) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (40,694) | $ (73,531) |
Adjustments to reconcile net loss to net cash generated from continuing operating activities: | ||
Loss from discontinued operations, net of tax | 0 | 3,288 |
Amortization of program rights | 71,978 | 70,279 |
Depreciation and other amortization | 25,847 | 23,000 |
Loss on disposal of fixed assets | 32 | 140 |
Stock-based compensation (Note 16) | 838 | 408 |
Change in fair value of derivatives | 13,868 | 1,010 |
Foreign currency exchange (gain) / loss, net | (15,438) | 3,592 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 30,904 | 31,362 |
Accounts payable and accrued liabilities | (15,132) | (15,017) |
Program rights | (69,956) | (82,905) |
Other assets and liabilities | (1,582) | 920 |
Accrued interest | 19,830 | 25,619 |
Income taxes payable | (245) | (282) |
Deferred revenue | 20,121 | 18,411 |
Deferred income taxes | 904 | (249) |
VAT and other taxes payable | (1,617) | 24,162 |
Net cash generated from continuing operating activities | 39,658 | 30,755 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (6,076) | (7,481) |
Disposal of property, plant and equipment | 0 | 52 |
Net cash used in continuing investing activities | (6,076) | (7,429) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Debt transactions costs | (341) | (606) |
Payment of credit facilities and capital leases | (341) | (245) |
Net cash used in continuing financing activities | (682) | (851) |
Net cash used in discontinued operations - operating activities | 0 | (710) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 328 | 865 |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 0 | (41) |
Impact of exchange rate fluctuations on cash and cash equivalents | 3,512 | (3,598) |
Net increase in cash and cash equivalents | 36,740 | 18,991 |
CASH AND CASH EQUIVALENTS, beginning of period | 61,679 | 34,298 |
CASH AND CASH EQUIVALENTS, end of period | 98,419 | 53,289 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||
Accretion on Series B Convertible Redeemable Preferred Stock | 4,510 | 4,141 |
Interest paid in kind | $ 0 | $ 548 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS Central European Media Enterprises Ltd., a Bermuda company limited by shares, is a media and entertainment company operating in Central and Eastern Europe. Our assets are held through a series of Dutch and Curaçao holding companies. We manage our business on a geographical basis, with six operating segments, Bulgaria, Croatia, the Czech Republic, Romania, the Slovak Republic and Slovenia, which are also our reportable segments and our main operating countries. See Note 18, "Segment Data" for financial information by segment. We have market leading broadcast operations in six countries in Central and Eastern Europe broadcasting a total of 36 television channels. Each country also develops and produces content for their television channels. We generate advertising revenues in our country operations primarily through entering into agreements with advertisers, advertising agencies and sponsors to place advertising on the television channels that we operate. We generate additional revenues by collecting fees from cable and direct-to-home (“DTH”) operators for carriage of our channels. Unless otherwise indicated, we own 100% of our broadcast operating and license companies in each country. Bulgaria We operate one general entertainment channel, BTV, and five other channels, BTV CINEMA, BTV COMEDY, RING, BTV ACTION and BTV LADY. We own 94.0% of CME Bulgaria B.V. ("CME Bulgaria"), the subsidiary that owns our Bulgaria operations. Croatia We operate one general entertainment channel, NOVA TV (Croatia), and three other channels, DOMA (Croatia), NOVA WORLD and MINI TV. Czech Republic We operate one general entertainment channel, TV NOVA (Czech Republic), and seven other channels, NOVA CINEMA, NOVA SPORT 1, NOVA SPORT 2, FANDA, SMICHOV, TELKA and NOVA INTERNATIONAL, a general entertainment channel broadcasting in the Slovak Republic launched on February 1, 2016. Romania We operate one general entertainment channel, PRO TV, and eight other channels, ACASA, ACASA GOLD, PRO CINEMA, SPORT.RO, MTV ROMANIA, PRO TV INTERNATIONAL, PRO TV CHISINAU, a general entertainment channel broadcasting in Moldova, and ACASA IN MOLDOVA. Slovak Republic We operate one general entertainment channel, TV MARKIZA, and three other channels, DOMA (Slovak Republic), DAJTO, and MARKIZA INTERNATIONAL, a general entertainment channel broadcasting in the Czech Republic launched on February 1, 2016. Slovenia We operate two general entertainment channels, POP TV and KANAL A, and three other channels, KINO, BRIO, and OTO. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The terms the “Company”, “we”, “us”, and “our” are used in this Form 10-Q to refer collectively to the parent company, Central European Media Enterprises Ltd. (“CME Ltd.”), and the subsidiaries through which our various businesses are conducted. Unless otherwise noted, all statistical and financial information presented in this report has been converted into U.S. dollars using period-end exchange rates. All references to “US$”, “USD” or “dollars” are to U.S. dollars; all references to “BGN” are to Bulgarian leva; all references to “HRK” are to Croatian kuna; all references to “CZK” are to Czech koruna; all references to “RON” are to the New Romanian lei; and all references to “Euro” or “EUR” are to the European Union Euro. Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States of America (“US GAAP”). Amounts as of December 31, 2015 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission ("SEC") on February 22, 2016 . Our significant accounting policies have not changed since December 31, 2015 , except as noted below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with US GAAP for complete financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. Functional Currency Following the refinancing of the remaining outstanding dollar-denominated debt with Euro-denominated debt, CME Ltd.'s income and expenses are primarily denominated in Euro. It is anticipated that CME Ltd.'s cash flows will primarily be in Euros. Accordingly, management has determined that CME Ltd.'s functional currency is the Euro with effect from April 1, 2016. Our reporting currency continues to be the U.S. dollar. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. Recent Accounting Pronouncements Accounting Pronouncements Adopted On January 1, 2016 we adopted the following guidance issued by the Financial Accounting Standards Board (the “FASB”): In November 2014, the FASB issued guidance which standardizes the method used in the accounting for hybrid financial instruments issued in the form of a share. The guidance requires an entity to consider all relevant terms and features in evaluating the nature of the host contract in a hybrid financial instrument, including the embedded derivative feature being evaluated for bifurcation. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. In April 2015, the FASB issued guidance which simplifies the balance sheet presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction of the carrying amount of that liability. The retrospective adoption of this guidance decreased our other non-current assets as at December 31, 2015 by US$ 13.8 million , with a corresponding decrease in our long-term debt and other financing arrangements in our condensed consolidated balance sheet, with no impact to our condensed consolidated statements of operations and comprehensive income / loss or condensed consolidated statements of cash flows. Certain amounts in the prior year's condensed consolidated balance sheets have been reclassified to conform to the current year presentation. In November 2015, the FASB issued guidance which requires that deferred tax balances be classified as non-current in our condensed consolidated balance sheet. The prospective adoption of this guidance did not have any effect on our net deferred income tax liability. Prior period amounts have not been adjusted. Recent Accounting Pronouncements Issued In May 2014, the FASB issued new guidance which is intended to improve the comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The guidance supersedes existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for our fiscal year beginning January 1, 2018. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In February 2016, the FASB issued new guidance to increase transparency and comparability among organizations by recognizing leasing assets and liabilities on the balance sheet and requiring additional disclosures about an entity's leasing arrangements. The guidance requires that a lessee recognize a liability to make lease payments and a right-of-use asset, with an available exception for leases shorter than twelve months. The guidance is effective for our fiscal year beginning January 1, 2019. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In March 2016, the FASB issued new guidance which is intended to simplify accounting for share-based payment transactions, specifically with regard to income taxes, the classification as either equity or liabilities and the presentation in the statement of cash flows. The guidance is effective for our fiscal year beginning January 1, 2017. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 3. GOODWILL AND INTANGIBLE ASSETS Goodwill: Goodwill by reporting unit as at March 31, 2016 and December 31, 2015 is summarized as follows: Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia Total Gross Balance, December 31, 2015 $ 172,365 $ 11,005 $ 759,491 $ 85,443 $ 47,605 $ 19,400 $ 1,095,309 Accumulated impairment losses (144,639 ) (10,454 ) (287,545 ) (11,028 ) — (19,400 ) (473,066 ) Balance, December 31, 2015 27,726 551 471,946 74,415 47,605 — 622,243 Foreign currency 1,164 28 21,194 3,973 2,183 — 28,542 Balance, March 31, 2016 28,890 579 493,140 78,388 49,788 — 650,785 Accumulated impairment losses (144,639 ) (10,454 ) (287,545 ) (11,028 ) — (19,400 ) (473,066 ) Gross Balance, March 31, 2016 $ 173,529 $ 11,033 $ 780,685 $ 89,416 $ 49,788 $ 19,400 $ 1,123,851 Broadcast licenses and other intangible assets: The gross value and accumulated amortization of broadcast licenses and other intangible assets was as follows as at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 86,979 $ — $ 86,979 $ 83,188 $ — $ 83,188 Amortized: Broadcast licenses 200,419 (135,132 ) 65,287 191,860 (127,613 ) 64,247 Trademarks 646 (646 ) — 614 (614 ) — Customer relationships 55,599 (52,254 ) 3,345 53,120 (49,672 ) 3,448 Other 1,807 (1,423 ) 384 2,138 (1,859 ) 279 Total $ 345,450 $ (189,455 ) $ 155,995 $ 330,920 $ (179,758 ) $ 151,162 Broadcast licenses consist of our TV NOVA license in the Czech Republic, which is amortized on a straight-line basis through the expiration date of the license in 2025. Customer relationships are deemed to have an economic useful life of, and are amortized on a straight-line basis, over five years to fifteen years . |
LONG-TERM DEBT AND OTHER FINANC
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary March 31, 2016 December 31, 2015 Senior Debt $ 943,210 $ 906,028 Other credit facilities and capital leases 3,677 3,648 Total long-term debt and other financing arrangements 946,887 909,676 Less: current maturities (1,202 ) (1,155 ) Total non-current long-term debt and other financing arrangements $ 945,685 $ 908,521 Financing Transactions During the three months ended March 31, 2016 we paid US$ 10.0 million of accrued Guarantee Fees (as defined below) for which we had previously made an election to pay in kind by adding such semi-annual Guarantee Fees to any such amount then outstanding. The accrued Guarantee Fee payment is presented as a cash outflow from operating activities in our condensed consolidated statements of cash flows. On April 7, 2016 we drew the EUR 468.8 million (approximately US$ 533.4 million as of the transaction date) 2021 Euro Term Loan, the proceeds of which, together with cash on hand, were applied toward the repayment of the outstanding US$ 38.2 million of the 15.0% term loan facility due 2017 (the "2017 Term Loan") plus accrued and unpaid interest, and toward the redemption and discharge of the outstanding US$ 502.5 million of the 15.0% Senior Secured Notes due 2017 (the "2017 PIK Notes") plus accrued and unpaid interest. See Note 21, "Subsequent Events" . Overview Total senior debt and credit facilities comprised the following at March 31, 2016 : Principal Amount of Liability Component Debt Issuance Costs Unamortized Discount Net Carrying Amount 2017 PIK Notes (1) $ 502,504 $ (2,652 ) $ (128,674 ) $ 371,178 2017 Term Loan (2) 38,194 (268 ) (9,473 ) 28,453 2018 Euro Term Loan 285,536 (742 ) — 284,794 2019 Euro Term Loan 267,930 (9,145 ) — 258,785 2021 Revolving Credit Facility (3) — — — — Total senior debt and credit facilities $ 1,094,164 $ (12,807 ) $ (138,147 ) $ 943,210 (1) The principal amount represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See Note 21, "Subsequent Events" . (2) The principal amount represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See Note 21, "Subsequent Events" . (3) Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility. Senior Debt Our senior debt comprised the following at March 31, 2016 and December 31, 2015 : Carrying Amount Fair Value March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 2017 PIK Notes $ 371,178 $ 359,789 $ 502,504 $ 552,338 2017 Term Loan 28,453 27,592 38,194 41,525 2018 Euro Term Loan 284,794 272,189 285,536 273,046 2019 Euro Term Loan 258,785 246,458 267,930 256,210 $ 943,210 $ 906,028 $ 1,094,164 $ 1,123,119 Euro Term Loans 2018 Euro Term Loan As at March 31, 2016 , the principal amount of our floating rate senior unsecured term credit facility (as amended, the "2018 Euro Term Loan") outstanding was EUR 250.8 million (approximately US$ 285.5 million ). The 2018 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.07% and 1.90% depending on the credit rating of Time Warner, and is payable quarterly in arrears on each March 12, June 12, September 12 and December 12. As at March 31, 2016 , the interest rate on amounts outstanding under the 2018 Euro Term Loan was 1.50% and the all-in borrowing rate including the Guarantee Fee was 8.50% (as shown in the table under the heading "Interest Rate Summary" below). The 2018 Euro Term Loan matures on November 1, 2018 and may be prepaid at our option, in whole or in part, without premium or penalty, upon the occurrence of certain events, including if our net leverage (as defined in our Reimbursement Agreement) decreases to below five times for two consecutive quarters, or at any time from November 1, 2017. The 2018 Euro Term Loan is a senior unsecured obligation of CME Ltd., and is unconditionally guaranteed by CME BV and by Time Warner and certain of its subsidiaries. The fair value of the 2018 Euro Term Loan as at March 31, 2016 approximated its face value. This measurement of estimated fair value uses Level 2 inputs as described in Note 11, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2018 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the Euro Term Loans, and as such are not required to be accounted for separately. 2019 Euro Term Loan As at March 31, 2016 , the principal amount of our floating rate senior unsecured term credit facility (the "2019 Euro Term Loan") outstanding was EUR 235.3 million (approximately US$ 267.9 million ). The 2019 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.07% and 1.90% depending on the credit rating of Time Warner, and is payable quarterly in arrears on each February 13, May 13, August 13 and November 13. As at March 31, 2016 , the interest rate on amounts outstanding under the 2019 Euro Term Loans was 1.50% and the all-in borrowing rate including the Guarantee Fee was 8.50% (as shown in the table under the heading "Interest Rate Summary" below). The 2019 Euro Term Loan matures on November 1, 2019 and may be prepaid at our option, in whole or in part, from June 1, 2016, without premium or penalty. The 2019 Euro Term Loan is a senior unsecured obligation of CME Ltd., and is unconditionally guaranteed by CME BV and by Time Warner and certain of its subsidiaries. The fair value of the 2019 Euro Term Loan as at March 31, 2016 approximated its face value. This measurement of estimated fair value uses Level 2 inputs as described in Note 11, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2019 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the Euro Term Loans, and as such are not required to be accounted for separately. 2021 Euro Term Loan As at March 31, 2016 , our EUR 468.8 million (approximately US$ 533.7 million ) floating rate senior unsecured term credit facility (the "2021 Euro Term Loan") was undrawn. On April 7, 2016 we drew on the 2021 Euro Term Loan (see Note 21, "Subsequent Events" ). The 2021 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.07% and 1.90% depending on the credit rating of Time Warner, and is payable quarterly in arrears on each April 7, July 7, October 7 and January 7. The all-in borrowing rate, including the Guarantee Fee, applicable to the 2021 Euro Term Loan ranges from 10.50% (if our net leverage ratio is greater than or equal to eight times) to 7.0% per annum (if our net leverage ratio is less than five times). On the date of the drawdown, the all-in borrowing rate on the 2021 Euro Term Loan was 10.50% . The 2021 Euro Term Loan matures on February 19, 2021 and may be prepaid at our option, in whole or in part, without premium or penalty, upon the earlier of the occurrence of certain events, including if our net leverage (as defined in our Reimbursement Agreement) decreases to below five times for two consecutive quarters, or at any time from February 19, 2020. The 2021 Euro Term Loan is a senior unsecured obligation of CME BV, and is unconditionally guaranteed by CME Ltd. and by Time Warner and certain of its subsidiaries. Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2021 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the Euro Term Loans, and as such are not required to be accounted for separately. Reimbursement Agreement and Guarantee Fees In connection with Time Warner’s guarantees of the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan (collectively, the “Euro Term Loans”), we entered into a reimbursement agreement (as amended, the “Reimbursement Agreement") with Time Warner which provides for the payment of guarantee fees (the "Guarantee Fees") to Time Warner as consideration for those guarantees, and that we will reimburse Time Warner for any amounts paid by them under any guarantee or through any loan purchase right exercised by Time Warner. The loan purchase right allows Time Warner to purchase any amount outstanding under the Euro Term Loans from the lenders following an event of default under the Euro Term Loans or the Reimbursement Agreement. The Reimbursement Agreement is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The covenants and events of default under the Reimbursement Agreement are substantially the same as under the 2021 Revolving Credit Facility. We are paying Guarantee Fees to Time Warner based on the amounts outstanding on the Euro Term Loans calculated on a per annum basis as shown in the table below. For the three months ended March 31, 2016 and 2015, we recognized US$ 9.1 million and US$ 4.8 million of Guarantee Fees as interest expense in our condensed consolidated statements of operations and comprehensive income / loss. The Guarantee Fees relating to the 2018 Euro Term Loan and the 2019 Euro Term Loan are payable semi-annually in arrears on each May 1 and November 1, in cash or in kind (by adding such semi-annual Guarantee Fees to any such amount then outstanding). The Guarantee Fees relating to the 2021 Euro Term Loan are payable semi-annually in arrears on each June 1 and December 1, in cash or in kind (by adding such semi-annual Guarantee Fees to any such amount then outstanding) after the first 5.0% (including the base rate and the rate paid pursuant to the hedging arrangement) is paid in cash. The Guarantee Fees paid in kind are presented as a component of other non-current liabilities (see Note 10, "Other Liabilities" ) and bear interest per annum at their respective Guarantee Fee rate (as set forth in the table below), payable semi-annually in arrears in cash or in kind (by adding such semi-annual Guarantee Fees to any such amount then outstanding) on each respective payment date. Guarantee Fees paid in cash are included in cash flows from operating activities in our condensed consolidated statements of cash flows. Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2017 PIK Notes (1) 15.00 % — % — % 15.00 % 2017 Term Loan (1) 15.00 % — % — % 15.00 % 2018 Euro Term Loan (2) 1.50 % 0.21 % 6.79 % 8.50 % 2019 Euro Term Loan 1.50 % 0.31 % 6.69 % 8.50 % 2021 Euro Term Loan (3) 1.50 % 0.28 % 8.72 % 10.50 % (1) The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. See Note 21, "Subsequent Events" . (2) The rate fixed pursuant to interest rate hedges presented is effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14% , with a corresponding increase in the guarantee fee rate, such that all-in borrowing rate remains 8.50% . (3) The 2021 Euro Term Loan was undrawn as at March 31, 2016. These rates represent the rates in effect on April 7, 2016, the date the 2021 Euro Term Loan was drawn. See Note 21, "Subsequent Events" . 2021 Revolving Credit Facility We had no balance outstanding under the US$ 115.0 million revolving credit facility (the “2021 Revolving Credit Facility”), all of which was available to be drawn as at March 31, 2016 . The 2021 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternative base rate plus 8.0% or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0% , plus, in each case, 9.0% , which we may pay in cash or in kind by adding such accrued interest to the applicable principal amount drawn under the 2021 Revolving Credit Facility. With effect from April 7, 2016, the interest rate on the 2021 Revolving Credit Facility is determined on the basis of our net leverage ratio (as defined in the Reimbursement Agreement) and ranges from 10.0% (if our net leverage is greater than or equal to seven times) to 7.0% per annum (if our net leverage ratio is less than five times). The maturity date of the 2021 Revolving Credit Facility is February 19, 2021 with the available amount decreasing to US$ 50.0 million with effect from January 1, 2018. When drawn, the 2021 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. The 2021 Revolving Credit Facility is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The 2021 Revolving Credit Facility agreement contains limitations on CME’s ability to incur indebtedness, incur guarantees, grant liens, pay dividends or make other distributions, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, make certain investments acquisitions and loans, and conduct certain asset sales. The agreement also contains maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios, and has covenants in respect of incurring indebtedness, the provision of guarantees, making investments and disposals, granting security and certain events of defaults. Other Credit Facilities and Capital Lease Obligations Other credit facilities and capital lease obligations comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Credit facilities (1) – (3) $ — $ — Capital leases 3,677 3,648 Total credit facilities and capital leases 3,677 3,648 Less: current maturities (1,202 ) (1,155 ) Total non-current credit facilities and capital leases $ 2,475 $ 2,493 (1) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at March 31, 2016 , we had deposits of US$ 67.8 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2015 , we had deposits of US$ 19.6 million in and no drawings on the BMG cash pool. (2) As at March 31, 2016 and December 31, 2015 , there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.7 million ) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK 800.0 million (approximately US$ 33.7 million ) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.3% of any factored receivable and bears interest at one-month PRIBOR plus 2.5% per annum for the period that receivables are factored and outstanding. (3) As at March 31, 2016 there were RON 25.1 million (approximately US$ 6.4 million ) of receivables factored under a RON 75.0 million (approximately US$ 19.1 million ) factoring framework agreement with Global Funds IFN S.A. entered into in the first quarter of 2016. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum for the period that receivables are factored and outstanding. As at March 31, 2016 there were no receivables factored under a RON 20.0 million (approximately US$ 5.1 million ) factoring framework agreement with UniCredit Bank S.A. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 0.3% of any factored receivable and bears interest at 2.3% per annum for the period that receivables are factored and outstanding. Total Group At March 31, 2016 , the maturity of our senior debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: 2016 $ — 2017 (1) 826,234 2018 — 2019 267,930 2020 — 2021 and thereafter — Total senior debt and credit facilities 1,094,164 Debt issuance costs (12,807 ) Less: net discount (138,147 ) Carrying amount of senior debt and credit facilities $ 943,210 (1) On April 7, 2016, we drew the 2021 Euro Term Loan, the proceeds of which, together with cash on hand, were applied toward the repayment of the 2017 Term Loan and the redemption and discharge of the 2017 PIK Notes. Also on April 7, 2016, we extended the maturity date of the 2018 Euro Term Loan to November 1, 2018 and extended the maturity date of the 2021 Revolving Credit Facility at the current borrowing capacity until January 1, 2018 and with a borrowing capacity US$ 50.0 million from January 1, 2018 to the maturity date on February 19, 2021. See Note 21, "Subsequent Events" . Capital Lease Commitments We lease certain of our office and broadcast facilities as well as machinery and equipment under various leasing arrangements. The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at March 31, 2016 : 2016 $ 973 2017 1,216 2018 947 2019 589 2020 86 2021 and thereafter — Total undiscounted payments 3,811 Less: amount representing interest (134 ) Present value of net minimum lease payments $ 3,677 |
PROGRAM RIGHTS
PROGRAM RIGHTS | 3 Months Ended |
Mar. 31, 2016 | |
PROGRAM RIGHTS [Abstract] | |
PROGRAM RIGHTS | 5. PROGRAM RIGHTS Program rights comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Program rights: Acquired program rights, net of amortization $ 192,860 $ 179,632 Less: current portion of acquired program rights (94,215 ) (85,972 ) Total non-current acquired program rights 98,645 93,660 Produced program rights – Feature Films: Released, net of amortization 1,264 1,298 Produced program rights – Television Programs: Released, net of amortization 60,651 56,125 Completed and not released 2,263 3,500 In production 16,955 13,783 Development and pre-production 832 707 Total produced program rights 81,965 75,413 Total non-current acquired program rights and produced program rights $ 180,610 $ 169,073 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE | 6. ACCOUNTS RECEIVABLE Accounts receivable comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Unrelated customers $ 152,660 $ 176,628 Less: allowance for bad debts and credit notes (9,832 ) (9,201 ) Total accounts receivable $ 142,828 $ 167,427 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets [Abstract] | |
OTHER ASSETS | 7. OTHER ASSETS Other current and non-current assets comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Current: Prepaid acquired programming $ 16,969 $ 22,761 Other prepaid expenses 9,227 6,941 Deferred tax — 10,425 VAT recoverable 783 733 Income taxes recoverable 270 249 Other 1,222 2,097 Total other current assets $ 28,471 $ 43,206 March 31, 2016 December 31, 2015 Non-current: Capitalized debt costs $ 23,956 $ 27,060 Deferred tax 3,545 124 Other 4,226 3,949 Total other non-current assets $ 31,727 $ 31,133 Capitalized debt costs are being amortized over the term of the related debt instruments using either the straight-line method, which approximates the effective interest method, or the effective interest method. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 8. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Land and buildings $ 96,671 $ 92,237 Machinery, fixtures and equipment 177,650 164,503 Other equipment 28,745 32,314 Software licenses 58,906 55,656 Construction in progress 1,996 3,001 Total cost 363,968 347,711 Less: accumulated depreciation (252,220 ) (239,189 ) Total net book value $ 111,748 $ 108,522 Assets held under capital leases (included in the above) Land and buildings $ 3,979 $ 3,805 Machinery, fixtures and equipment 5,081 4,646 Total cost 9,060 8,451 Less: accumulated depreciation (4,062 ) (3,556 ) Total net book value $ 4,998 $ 4,895 The movement in the net book value of property, plant and equipment during the three months ended March 31, 2016 and 2015 is comprised of: For the Three Months Ended March 31, 2016 2015 Opening balance $ 108,522 $ 114,335 Additions 5,536 4,982 Disposals (50 ) (192 ) Depreciation (7,285 ) (7,001 ) Foreign currency movements 5,025 (12,330 ) Ending balance $ 111,748 $ 99,794 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Accounts payable and accrued expenses $ 47,072 $ 54,526 Related party accounts payable 84 53 Programming liabilities 27,701 24,901 Related party programming liabilities 13,950 14,583 Duties and other taxes payable 11,803 12,856 Accrued staff costs 15,496 20,709 Accrued interest payable 851 914 Related party accrued interest payable 16,823 477 Income taxes payable 16 249 Accrued legal contingencies and professional fees 1,618 1,744 Authors’ rights 3,496 2,516 Other accrued liabilities 1,091 1,177 Total accounts payable and accrued liabilities $ 140,001 $ 134,705 |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities [Abstract] | |
OTHER LIABILITIES | OTHER LIABILITIES Other current and non-current liabilities comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Current: Deferred revenue $ 28,822 $ 7,546 Derivative liabilities 14,517 650 Restructuring provision 180 458 Legal provision 1,257 1,520 Other 289 274 Total other current liabilities $ 45,065 $ 10,448 March 31, 2016 December 31, 2015 Non-current: Deferred tax $ 20,537 $ 25,990 Related party Commitment Fee payable (1) 9,136 9,240 Related party Guarantee Fee payable 7,475 22,655 Accrued interest (2) 3,910 977 Related party accrued interest (2) 21,215 5,304 Other 2,779 1,583 Total other non-current liabilities $ 65,052 $ 65,749 (1) Represents the commitment fee ("Commitment Fee") payable to Time Warner in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and CME whereby Time Warner agreed to provide or assist with arranging a loan facility to repay our 5.0% senior convertible notes at maturity in November 2015. The Commitment Fee is payable by November 1, 2019, the maturity date of the 2019 Euro Term Loan, or earlier if the repayment of the 2019 Euro Term Loan is accelerated. The Commitment Fee bears interest at 8.5% per annum and such interest is payable in arrears on each May 1 and November 1, beginning May 1, 2016 and may be paid in cash or in kind, at our election. (2) Represents interest on the 2017 PIK Notes and the 2017 Term Loan which was repaid in April 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. See Note 21, "Subsequent Events" . |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS ASC 820, “Fair Value Measurements and Disclosure”, establishes a hierarchy that prioritizes the inputs to those valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Basis of Fair Value Measurement Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments. Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to the short-term nature of these items. The fair value of our Senior Debt (as defined therein) is included in Note 4, "Long-term Debt and Other Financing Arrangements" . Hedge Accounting Activities Cash Flow Hedges of Interest Rate Risk We are party to interest rate swap agreements to mitigate our exposure to interest rate fluctuations on the outstanding principal amount of our 2018 Euro Term Loan, our 2019 Euro Term Loan and our 2021 Euro Term Loan. These interest rate swaps, designated as cash flow hedges, provide us with variable-rate cash receipts in exchange for fixed-rate payments over the lives of the agreements, with no exchange of the underlying notional amount. These instruments are carried at fair value on our consolidated balance sheets, and the effective portion of changes in the fair value is recorded in accumulated other comprehensive income / loss and subsequently reclassified to interest expense when the hedged item affects earnings. The ineffective portion of changes in the fair value is recognized immediately in the change in fair value of derivatives in our consolidated statements of operations. For the three months ended March 31, 2016 , we did not recognize any charges related to hedge ineffectiveness. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Notional Amount Maturity Date Objective Fair Value as at March 31, 2016 April 5, 2016 5 Interest rate swap € 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan N/A April 5, 2016 4 Interest rate swap € 250,800 November 1, 2018 Interest rate hedge underlying 2018 Euro Term Loan, forward starting on November 1, 2017 N/A November 10, 2015 3 Interest rate swap € 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (1,772 ) November 14, 2014 2 Interest rate swap € 250,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (896 ) We value the interest rate swap agreements using a valuation model which calculates the fair value on the basis of the net present value of the estimated future cash flows. The most significant input used in the valuation model is the expected EURIBOR-based yield curve. These instruments were allocated to Level 2 of the fair value hierarchy because the critical inputs to this model, including current interest rates, relevant yield curves and the known contractual terms of the instruments, were readily observable. Accumulated Other Comprehensive Loss BALANCE December 31, 2015 $ (1,420 ) Loss on interest rate swaps (1,551 ) Reclassified to interest expense 303 BALANCE March 31, 2016 $ (2,668 ) Non-Hedge Accounting Activities The change in fair value of derivatives not designated as hedging instruments comprised the following for the three months ended March 31, 2016 and 2015 : For the Three Months Ended March 31, 2016 2015 Currency swaps $ (14,050 ) $ (1,010 ) Foreign Currency Risk We have entered into a number of forward foreign exchange contracts to reduce our exposure to movements in foreign exchange rates related to contractual payments under certain dollar-denominated agreements and to the refinancing of certain Senior Debt. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Notional Amount Maturity Date Objective Fair Value as at March 31, 2016 February 17, 2016 5 EUR / USD forward $ 557,000 April 7, 2016 Refinancing of 2017 PIK Notes and 2017 Term Loan $ (12,410 ) February 11, 2016 1 EUR / USD forward $ 50,140 December 21, 2016 USD-denominated operating payments $ (221 ) December 3, 2015 2 EUR / USD forward $ 32,698 December 21, 2016 USD-denominated operating payments $ (1,886 ) These forward foreign exchange contracts are considered economic hedges but were not designated as hedging instruments, so changes in the fair value of the derivatives were recorded as changes in fair value of derivatives in the condensed consolidated statements of operations and comprehensive income / loss and in the condensed consolidated balance sheet in other liabilities. We valued these contracts using an industry-standard pricing model which calculated the fair value on the basis of the net present value of the estimated future cash flows receivable or payable. These instruments were allocated to Level 2 of the fair value hierarchy because the critical inputs to this model, including foreign exchange forward rates and the known contractual terms of the instruments, were readily observable. |
CONVERTIBLE REDEEMABLE PREFERRE
CONVERTIBLE REDEEMABLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
CONVERTIBLE REDEEMABLE PREFERRED STOCK | CONVERTIBLE REDEEMABLE PREFERRED SHARES 200,000 shares of our Series B Convertible Redeemable Preferred Stock, par value US$ 0.08 per share (the “Series B Preferred Shares”) were issued and outstanding as at March 31, 2016 and December 31, 2015 . As at March 31, 2016 and December 31, 2015 , the carrying value of the Series B Preferred Shares was US$ 245.7 million and US$ 241.2 million , respectively. The Series B Preferred Shares are held by Time Warner Media Holdings B.V. ("TW Investor"). As of March 31, 2016 , the 200,000 shares of Series B preferred stock were convertible into approximately 101.4 million shares of Class A common stock. The initial stated value of the Series B Preferred Shares of US$ 1,000 per share accretes at an annual rate of 7.5% , compounded quarterly, from and including June 25, 2013, the date of issuance, to but excluding the third anniversary of the date of issuance, and at an annual rate of 3.75% , compounded quarterly, from and including the third anniversary of the date of issuance to but excluding the fifth anniversary of the date of issuance. We have the right from June 25, 2016 to pay cash to the holder in lieu of any further accretion. From June 25, 2016, each Series B Preferred Share may, at the holder's option, be converted into the number of shares of our Class A common stock determined by dividing (i) the accreted stated value plus accrued but unpaid dividends, if any, in each case as of the conversion date, by (ii) the conversion price, which was approximately US$ 2.42 at March 31, 2016 , but is subject to adjustment from time to time pursuant to customary weighted-average anti-dilution provisions with respect to our issuances of equity or equity-linked securities at a price below the then-applicable conversion price (excluding any securities issued under our benefit plans at or above fair market value). We have the right to redeem the Series B Preferred Shares in whole or in part from June 25, 2016, upon 30 days ' written notice. The redemption price of each outstanding Series B Preferred Share is equal to its accreted stated value plus accrued but unpaid dividends, if any, in each case as of the redemption date specified in the redemption notice. After receipt of a redemption notice, each holder of Series B Preferred Shares will have the right to convert, prior to the date of redemption, all or part of such Series B Preferred Shares to be redeemed by us into shares of our Class A common stock in accordance with the terms of conversion described above. Holders of the Series B Preferred Shares have no voting rights on any matter presented to holders of any class of our capital stock, with the exception that they may vote with holders of shares of our Class A common stock (i) with respect to a change of control event or (ii) as provided by our Bye-laws or applicable Bermuda law. Holders of Series B Preferred Shares will participate in any dividends declared or paid on our Class A common stock on an as-converted basis. The Series B Preferred Shares will rank pari passu with our Series A Convertible Preferred Stock and senior to all other equity securities of the Company in respect of payment of dividends and distribution of assets upon liquidation. The Series B Preferred Shares have such other rights, powers and preferences as are set forth in the Certificate of Designation for the Series B Preferred Shares. We concluded that the Series B Preferred Shares were not considered a liability and that the embedded conversion feature in the Series B Preferred Shares was clearly and closely related to the host contract and therefore did not need to be bifurcated. The Series B Preferred Shares are required to be classified outside of permanent equity because such shares can be redeemed for cash in certain circumstances. These shares are not currently redeemable and thus have been recorded on the condensed consolidated balance sheet based on fair value at the time of issuance. We have determined that it is probable that the Series B Preferred Shares will become redeemable and thus have accreted changes in the redemption value since issuance. For the three months ended March 31, 2016 and 2015 , we recognized accretion on the Series B Preferred Shares of US$ 4.5 million and US$ 4.1 million , respectively, with corresponding decreases in additional paid-in capital. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
EQUITY | EQUITY Preferred Stock 5,000,000 shares of Preferred Stock were authorized as at March 31, 2016 and December 31, 2015 . One share of Series A Convertible Preferred Stock (the "Series A Preferred Share") was issued and outstanding as at March 31, 2016 and December 31, 2015 . The Series A Preferred Share is convertible into 11,211,449 shares of Class A common stock on the date that is 61 days after the date on which the ownership of our outstanding shares of Class A common stock by a group that includes TW Investor and its affiliates would not be greater than 49.9% . The Series A Preferred Share is entitled to one vote per each share of Class A common stock into which it is convertible and has such other rights, powers and preferences, including potential adjustments to the number of shares of Class A common stock to be issued upon conversion, as are set forth in the Certificate of Designation for the Series A Preferred Share. 200,000 shares of Series B Preferred Shares were issued and outstanding as at March 31, 2016 and December 31, 2015 (see Note 12, "Convertible Redeemable Preferred Shares" ). Assuming conversion on June 25, 2016 and no further adjustments to the conversion price under the Certificate of Designations for the Series B Preferred Shares, TW Investor would be issued 103.1 million shares of Class A common stock upon conversion. Class A and Class B Common Stock 440,000,000 shares of Class A common stock and 15,000,000 shares of Class B common stock were authorized as at March 31, 2016 and December 31, 2015 . The rights of the holders of Class A common stock and Class B common stock are identical except for voting rights. The shares of Class A common stock are entitled to one vote per share and the shares of Class B common stock are entitled to ten votes per share. Shares of Class B common stock are convertible into shares of Class A common stock on a one -for- one basis for no additional consideration. Holders of each class of shares are entitled to receive dividends and upon liquidation or dissolution are entitled to receive all assets available for distribution to holders of our common stock. Under our bye-laws, the holders of each class have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. There were 135.9 million and 135.8 million shares of Class A common stock outstanding at March 31, 2016 and December 31, 2015 , respectively, and no shares of Class B common stock outstanding at March 31, 2016 or December 31, 2015 . As at March 31, 2016 , TW Investor owns 45.2% of the outstanding shares of Class A common stock and has a 49.4% voting interest in the Company due to its ownership of the Series A Preferred Share. Common Stock Warrants As at March 31, 2016 , warrants to purchase 114,000,000 shares of Class A common stock at an exercise price of US$ 1.00 per share, generally exercisable from May 2, 2016 to May 2, 2018, were outstanding. 100,926,996 (approximately 88.5% ) of these warrants are held by Time Warner and TW Investor. Time Warner also holds the right to exercise its warrants prior to May 2, 2016 at such times and in such amounts as would allow Time Warner to own up to 49.9% of the outstanding shares of the Class A common stock of the Company (including any shares attributed to it as part of a group under Section 12(d)(3) of the Securities Exchange Act of 1934). We utilized a Black-Scholes valuation model to determine the fair value of each warrant. The Black-Scholes valuation model uses subjective assumptions of expected volatility, risk-free interest rates, the expected term of options granted, and expected rates of dividends. Changes in these assumptions could materially affect the estimated fair value. The Company determined the volatility assumption for these stock options using historical volatilities data from its traded Class A common stock. The expected term was estimated based on management's expectation of future exercises. The risk-free rate assumed in valuing the warrants was based on the U.S. Treasury yield curve at the grant date based on the expected term. The Company assumed a dividend rate of zero based on historical experience and expected dividends to be issued over the expected term. This measurement of estimated fair value uses Level 3 inputs as described in Note 11, "Financial Instruments and Fair Value Measurements" . The warrants are classified in additional paid-in capital, a component of equity and are not subject to subsequent revaluation. |
INTEREST EXPENSE
INTEREST EXPENSE | 3 Months Ended |
Mar. 31, 2016 | |
Interest Expense [Abstract] | |
INTEREST EXPENSE | 14. INTEREST EXPENSE Interest expense comprised the following for the three months ended March 31, 2016 and 2015 : For the Three Months Ended March 31, 2016 2015 Interest on Senior Debt and other financing arrangements $ 32,652 $ 27,618 Amortization of capitalized debt issuance costs 3,899 3,837 Amortization of debt issuance discount and premium, net 12,603 8,663 Total interest expense $ 49,154 $ 40,118 We paid cash interest of US$ 2.6 million and US$ 1.3 million during the three months ended March 31, 2016 and 2015 , respectively. In addition, we paid US$ 10.0 million of accrued Guarantee Fees during the three months ended March 31, 2016 , for which we had previously made an election to pay in kind. |
OTHER NONOPERATING EXPENSE, NET
OTHER NONOPERATING EXPENSE, NET | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Non-Operating Expense, Net | 15. OTHER NON-OPERATING INCOME / EXPENSE Other non-operating income / expense comprised the following for the three months ended March 31, 2016 and 2015 : For the Three Months Ended March 31, 2016 2015 Interest income $ 108 $ 112 Foreign currency exchange gain / (loss), net 15,422 (11,489 ) Change in fair value of derivatives (Note 11) (14,050 ) (1,010 ) Other expense, net (64 ) (354 ) Total other non-operating income / (expense) $ 1,416 $ (12,741 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Under 2015 Stock Incentive Plan (the "2015 Plan") 6,000,000 shares are authorized for grants of stock options, restricted stock units ("RSUs"), restricted stock and stock appreciation rights to employees and non-employee directors. In addition, any shares available under the Amended and Restated Stock Incentive Plan (which expired on June 1, 2015), including in respect of any awards that expire, terminate or are forfeited, will be available for awards under the 2015 Plan. Under the 2015 Plan, awards are made to employees and to directors at the discretion of the Compensation Committee. Any awards previously issued under the Amended and Restated Stock Incentive Plan will continue to be governed by the terms of that plan. The charge for stock-based compensation in our condensed consolidated statements of operations and comprehensive income / loss was as follows: For the Three Months Ended March 31, 2016 2015 Selling, general and administrative expenses $ 838 $ 408 Stock Options A summary of option activity for the three months ended March 31, 2016 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2015 1,666,000 $ 3.53 9.07 $ 640 Granted 411,392 2.46 Outstanding at March 31, 2016 2,077,392 $ 3.32 9.04 $ 453 Vested and expected to vest 2,077,392 3.32 9.04 453 Exercisable at March 31, 2016 66,000 $ 33.66 0.17 $ — The fair value of stock options is estimated on the grant date using the Black-Scholes option-pricing model and recognized ratably over the requisite service period. The aggregate intrinsic value (the difference between the stock price on the last day of trading of the first quarter of March 31, 2016 and the exercise prices multiplied by the number of in-the-money options) represents the total intrinsic value that would have been received by the option holders had they exercised all in-the-money options as at March 31, 2016 . This amount changes based on the fair value of our Class A common stock. As at March 31, 2016 , there was US$ 2.6 million unrecognized compensation expense related to stock options which is expected to be recognized over a weighted-average period of 3.3 years . Restricted Stock Units Each RSU represents a right to receive one share of Class A common stock of the Company for each RSU that vests in accordance with a time-based vesting schedule, generally between one to four years from the date of grant. Upon vesting, shares of Class A common stock are issued from authorized but unissued shares. Holders of RSU awards are not entitled to receive cash dividend equivalents and are not entitled to vote. The grant date fair value of RSUs is calculated as the closing price of our Class A common shares on the date of grant. For awards with market conditions, the grant date fair value is calculated using a Monte Carlo simulation model. The Monte Carlo simulation model requires the input of subjective assumptions, including the expected volatility of our common stock, interest rates, dividend yields and the correlation coefficient between our common stock and the relevant market index. The following table summarizes information about unvested RSUs as at March 31, 2016 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2015 2,554,597 $ 2.72 Granted 533,356 2.46 Vested (95,557 ) 3.24 Unvested at March 31, 2016 2,992,396 $ 2.65 As at March 31, 2016 , the intrinsic value of unvested RSUs was US$ 7.6 million . Total unrecognized compensation cost related to unvested RSUs as at March 31, 2016 was US$ 4.4 million and is expected to be recognized over a weighted-average period of 2.7 years . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 17. EARNINGS PER SHARE We determined that the Series B Preferred Shares are a participating security, and accordingly, our basic and diluted net income / loss per share is calculated using the two-class method. Under the two-class method, basic net income / loss per common share is computed by dividing the net income available to common shareholders after deducting contractual amounts of accretion on our Series B Preferred Shares by the weighted-average number of common shares outstanding during the period. Diluted net income / loss per share is computed by dividing the adjusted net income by the weighted-average number of dilutive shares outstanding during the period. The components of basic and diluted earnings per share are as follows: For the Three Months Ended March 31, 2016 2015 Loss from continuing operations $ (40,694 ) $ (70,243 ) Net loss attributable to noncontrolling interests 259 257 Less: preferred share accretion paid in kind (Note 12) (4,510 ) (4,141 ) Loss from continuing operations available to common shareholders, net of noncontrolling interest (44,945 ) (74,127 ) Loss from discontinued operations, net of tax — (3,288 ) Net loss attributable to CME Ltd. available to common shareholders - Basic $ (44,945 ) $ (77,415 ) Effect of dilutive securities Preferred share accretion paid in kind — — Net loss attributable to CME Ltd. available to common shareholders - Diluted $ (44,945 ) $ (77,415 ) Weighted average outstanding shares of common stock - Basic (1) 147,078 146,606 Dilutive effect of employee stock options and RSUs — — Weighted average outstanding shares of common stock - Diluted 147,078 146,606 Net loss per share: Continuing operations attributable to CME Ltd. - Basic and diluted $ (0.31 ) $ (0.51 ) Discontinued operations attributable to CME Ltd. - Basic and diluted — (0.02 ) Net loss attributable to CME Ltd. - Basic and diluted (0.31 ) (0.53 ) (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. At March 31, 2016 , 3,122,121 ( December 31, 2015 : 3,221,575 ) stock options, warrants and RSUs were antidilutive to income from continuing operations and excluded from the calculation of earnings per share. These instruments may become dilutive in the future. Our Series B Preferred Shares were not considered for dilution as they are not convertible until June 25, 2016. As set forth in the Certificate of Designation for the Series B Preferred Shares, the holders of our Series B Preferred Shares are not contractually obligated to share in our losses. |
SEGMENT DATA
SEGMENT DATA | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA We manage our business on a geographical basis, with six operating segments: Bulgaria, Croatia, the Czech Republic, Romania, the Slovak Republic and Slovenia, which are also our reportable segments and our main operating countries. These segments reflect how CME Ltd.’s operating performance is evaluated by our chief operating decision makers, who we have identified as our co-Chief Executive Officers; how operations are managed by segment managers; and the structure of our internal financial reporting. Our segments generate revenues primarily from the sale of advertising and sponsorship on our channels. This is supplemented by revenues from cable and satellite television service providers to carry our channels on their platforms and from revenues through the sale of distribution rights to third parties. Intersegment revenues and profits have been eliminated in consolidation. We evaluate the performance of our segments based on net revenues and OIBDA. OIBDA, which includes amortization and impairment of program rights, is defined as operating income / loss before depreciation, amortization of intangible assets, impairments of assets and certain unusual or infrequent items that are not considered by our chief operating decision makers when evaluating our performance. Items that are not allocated to our segments for purposes of evaluating their performance and therefore are not included in their OIBDA, include stock-based compensation and certain other items. Our key performance measure of the efficiency of our segments is OIBDA margin. OIBDA margin is the ratio of OIBDA to net revenues. We believe OIBDA is useful to investors because it provides a more meaningful representation of our performance as it excludes certain items that either do not impact our cash flows or the operating results of our operations. OIBDA is also used as a component in determining management bonuses. OIBDA may not be comparable to similar measures reported by other companies. Below are tables showing our net revenues, OIBDA, total assets, capital expenditures and long-lived assets for our continuing operations by segment for the three months ended March 31, 2016 and 2015 for condensed consolidated statements of operations and comprehensive income / loss data and condensed consolidated statements of cash flow data; and as at March 31, 2016 and December 31, 2015 for condensed consolidated balance sheet data. Net revenues: For the Three Months Ended March 31, 2016 2015 Bulgaria $ 15,859 $ 16,784 Croatia 11,645 11,993 Czech Republic 38,608 34,965 Romania 32,370 33,522 Slovak Republic 19,062 17,538 Slovenia 11,653 11,480 Intersegment revenues (1) (197 ) (149 ) Total net revenues $ 129,000 $ 126,133 (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. OIBDA: For the Three Months Ended March 31, 2016 2015 Bulgaria $ 1,069 $ 2,198 Croatia 1,401 1,862 Czech Republic 10,074 10,091 Romania 9,462 3,361 Slovak Republic 2,393 (145 ) Slovenia (708 ) 360 Elimination (6 ) (50 ) Total operating segments 23,685 17,677 Corporate (6,577 ) (6,229 ) Total OIBDA $ 17,108 $ 11,448 Reconciliation to condensed consolidated statements of operations and comprehensive income / loss: For the Three Months Ended March 31, 2016 2015 Total OIBDA $ 17,108 $ 11,448 Depreciation of property, plant and equipment (7,285 ) (7,001 ) Amortization of broadcast licenses and other intangibles (2,060 ) (3,499 ) Other items (1) — (18,187 ) Operating income / (loss) 7,763 (17,239 ) Interest expense (Note 14) (49,154 ) (40,118 ) Non-operating income / (expense), net (Note 15) 1,416 (12,741 ) Loss before tax $ (39,975 ) $ (70,098 ) (1) Other items for the three months ended March 31, 2015 consists solely of a charge related to a tax audit of Pro TV in Romania which was subsequently reversed in the third quarter of 2015. Total assets (1) : March 31, 2016 December 31, 2015 Bulgaria $ 134,293 $ 134,418 Croatia 54,592 52,306 Czech Republic 738,334 746,269 Romania 266,944 261,984 Slovak Republic 124,258 121,122 Slovenia 74,618 70,911 Total operating segments 1,393,039 1,387,010 Corporate 101,759 53,407 Total assets $ 1,494,798 $ 1,440,417 (1) Segment assets exclude any intercompany balances. Capital expenditures: For the Three Months Ended March 31, 2016 2015 Bulgaria $ 182 $ 699 Croatia 277 528 Czech Republic 1,551 2,496 Romania 1,729 720 Slovak Republic 533 1,146 Slovenia 1,260 934 Total operating segments 5,532 6,523 Corporate 544 958 Total capital expenditures $ 6,076 $ 7,481 Long-lived assets (1) : March 31, 2016 December 31, 2015 Bulgaria $ 5,672 $ 5,602 Croatia 5,433 5,497 Czech Republic 40,500 39,907 Romania 22,489 20,873 Slovak Republic 16,190 15,606 Slovenia 15,260 15,082 Total operating segments 105,544 102,567 Corporate 6,204 5,955 Total long-lived assets $ 111,748 $ 108,522 (1) Reflects property, plant and equipment. Revenue by type: For the Three Months Ended March 31, 2016 2015 Television advertising $ 104,171 $ 101,615 Carriage fees and subscriptions 19,209 18,778 Other 5,620 5,740 Total net revenues $ 129,000 $ 126,133 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments a) Programming Rights Agreements and Other Commitments At March 31, 2016 , we had total commitments of US$ $129.0 million ( December 31, 2015 : US$ 144.9 million ) in respect of future programming, including contracts signed with license periods starting after the balance sheet date. In addition, we have digital transmission obligations, future minimum operating lease payments for non-cancellable operating leases with remaining terms in excess of one year (net of amounts to be recharged to third parties) and other commitments as follows: Programming purchase obligations Other commitments Operating leases Capital expenditures 2016 $ 41,554 $ 21,717 $ 2,833 $ 947 2017 35,450 7,725 2,410 — 2018 27,980 4,710 1,617 — 2019 15,833 10,467 714 — 2020 4,766 350 393 — 2021 and thereafter 3,392 398 1,369 — Total $ 128,975 $ 45,367 $ 9,336 $ 947 b) Call option Top Tone Holdings has exercised its right to acquire additional equity in CME Bulgaria, however the closing of this transaction has not yet occurred because the purchaser financing is still pending. If consummated, we would own 90.0% of our Bulgaria operations. Contingencies a) Litigation We are from time to time party to legal proceedings, arbitrations and regulatory proceedings arising in the normal course of our business operations. We evaluate, on a quarterly basis, developments in such matters and provide accruals for such matters, as appropriate. In making such decisions, we consider the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of a loss. An unfavorable outcome in any such proceedings, if material, could have an adverse effect on our business or consolidated financial statements. b) Restrictions on dividends from Consolidated Subsidiaries and Unconsolidated Affiliates Corporate law in the Central and Eastern European countries in which we have operations stipulates generally that dividends may be declared by shareholders, out of yearly profits, subject to the maintenance of registered capital and required reserves after the recovery of accumulated losses. The reserve requirement restriction generally provides that before dividends may be distributed, a portion of annual net profits (typically 5.0% ) be allocated to a reserve, which reserve is capped at a proportion of the registered capital of a company (ranging from 5.0% to 25.0% ). The restricted net assets of our consolidated subsidiaries and equity in earnings of investments accounted for under the equity method together are less than 25.0% of consolidated net assets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS We consider our related parties to be those shareholders who have direct control and/or influence and other parties that can significantly influence management as well as our officers and directors; a “connected” party is one in relation to whom we are aware of the existence of a family or business connection to a shareholder, director or officer. We have identified transactions with individuals or entities associated with Time Warner, who is represented on our Board of Directors and holds a 49.4% voting interest in CME Ltd. as at March 31, 2016 , as material related party transactions. Time Warner For the Three Months Ended March 31, 2016 2015 Net revenues $ — $ 22 Cost of revenues 6,696 2,299 Interest expense 41,505 29,166 March 31, 2016 December 31, 2015 Programming liabilities $ 13,950 $ 14,583 Other accounts payable and accrued liabilities 84 53 Long-term debt and other financing arrangements (1) (2) 335,813 324,979 Accrued interest payable (2) (3) 38,038 5,781 Other non-current liabilities (4) 16,611 31,895 (1) Amount represents the principal amount outstanding of the 2017 PIK Notes held by Time Warner and the amounts outstanding on the 2017 Term Loan and 2021 Revolving Credit Facility, if drawn, less respective issuance discounts and debt issuance costs, including interest for which we made an election to pay in kind. (2) On April 7, 2016, we drew the 2021 Euro Term Loan and applied the proceeds, together with cash on hand, towards the repayment of the 2017 Term Loan plus accrued interest and the redemption and discharge of the 2017 PIK Notes plus accrued interest. See Note 21, "Subsequent Events" . (3) Amount represents the accrued interest on the principal amount of the outstanding 2017 PIK Notes held by Time Warner, which is payable in kind in arrears until November 15, 2015, and on the outstanding balance of the 2017 Term Loan and the 2021 Revolving Credit Facility, if drawn. (4) Amount represents the Commitment Fee, as well as the Guarantee Fees for which we have made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements" . |
Subsequent events (Notes)
Subsequent events (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | 21. SUBSEQUENT EVENTS On April 7, 2016 we drew the 2021 Euro Term Loan, the proceeds of which, together with cash on hand, were applied toward the repayment of the 2017 Term Loan plus accrued and unpaid interest, and toward the redemption and discharge of the 2017 PIK Notes plus accrued and unpaid interest. In the second quarter of 2016, we expect to recognize a loss on extinguishment of debt of approximately US$ 150.0 million . Also on April 7, 2016, we extended the maturity date of the 2018 Euro Term Loan by one year to November 1, 2018; and extended the maturity date of the 2021 Revolving Credit Facility to February 19, 2021, with a borrowing capacity of US$ 50.0 million with effect from January 1, 2018. We also amended the 2021 Revolving Credit Facility such that interest is determined on the basis of our net leverage ratio (as defined in the Reimbursement Agreement) and ranges from 10.0% (if our net leverage ratio is greater than or equal to seven times) to 7.0% per annum (if our net leverage ratio is less than five times). |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States of America (“US GAAP”). Amounts as of December 31, 2015 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission ("SEC") on February 22, 2016 . Our significant accounting policies have not changed since December 31, 2015 , except as noted below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with US GAAP for complete financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. |
Basis of Consolidation | Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. |
Accounting Pronouncements Adopted | Accounting Pronouncements Adopted On January 1, 2016 we adopted the following guidance issued by the Financial Accounting Standards Board (the “FASB”): In November 2014, the FASB issued guidance which standardizes the method used in the accounting for hybrid financial instruments issued in the form of a share. The guidance requires an entity to consider all relevant terms and features in evaluating the nature of the host contract in a hybrid financial instrument, including the embedded derivative feature being evaluated for bifurcation. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. In April 2015, the FASB issued guidance which simplifies the balance sheet presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction of the carrying amount of that liability. The retrospective adoption of this guidance decreased our other non-current assets as at December 31, 2015 by US$ 13.8 million , with a corresponding decrease in our long-term debt and other financing arrangements in our condensed consolidated balance sheet, with no impact to our condensed consolidated statements of operations and comprehensive income / loss or condensed consolidated statements of cash flows. Certain amounts in the prior year's condensed consolidated balance sheets have been reclassified to conform to the current year presentation. In November 2015, the FASB issued guidance which requires that deferred tax balances be classified as non-current in our condensed consolidated balance sheet. The prospective adoption of this guidance did not have any effect on our net deferred income tax liability. Prior period amounts have not been adjusted. |
Recent Accounting Pronouncements Issued | Recent Accounting Pronouncements Issued In May 2014, the FASB issued new guidance which is intended to improve the comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The guidance supersedes existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for our fiscal year beginning January 1, 2018. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In February 2016, the FASB issued new guidance to increase transparency and comparability among organizations by recognizing leasing assets and liabilities on the balance sheet and requiring additional disclosures about an entity's leasing arrangements. The guidance requires that a lessee recognize a liability to make lease payments and a right-of-use asset, with an available exception for leases shorter than twelve months. The guidance is effective for our fiscal year beginning January 1, 2019. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In March 2016, the FASB issued new guidance which is intended to simplify accounting for share-based payment transactions, specifically with regard to income taxes, the classification as either equity or liabilities and the presentation in the statement of cash flows. The guidance is effective for our fiscal year beginning January 1, 2017. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. |
FINANCIAL INSTRUMENTS AND FAI29
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments Policy | ASC 820, “Fair Value Measurements and Disclosure”, establishes a hierarchy that prioritizes the inputs to those valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Basis of Fair Value Measurement Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments. Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to the short-term nature of these items. The fair value of our Senior Debt (as defined therein) is included in Note 4, "Long-term Debt and Other Financing Arrangements" . Hedge Accounting Activities Cash Flow Hedges of Interest Rate Risk We are party to interest rate swap agreements to mitigate our exposure to interest rate fluctuations on the outstanding principal amount of our 2018 Euro Term Loan, our 2019 Euro Term Loan and our 2021 Euro Term Loan. These interest rate swaps, designated as cash flow hedges, provide us with variable-rate cash receipts in exchange for fixed-rate payments over the lives of the agreements, with no exchange of the underlying notional amount. These instruments are carried at fair value on our consolidated balance sheets, and the effective portion of changes in the fair value is recorded in accumulated other comprehensive income / loss and subsequently reclassified to interest expense when the hedged item affects earnings. The ineffective portion of changes in the fair value is recognized immediately in the change in fair value of derivatives in our consolidated statements of operations. For the three months ended March 31, 2016 , we did not recognize any charges related to hedge ineffectiveness. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Notional Amount Maturity Date Objective Fair Value as at March 31, 2016 April 5, 2016 5 Interest rate swap € 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan N/A April 5, 2016 4 Interest rate swap € 250,800 November 1, 2018 Interest rate hedge underlying 2018 Euro Term Loan, forward starting on November 1, 2017 N/A November 10, 2015 3 Interest rate swap € 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (1,772 ) November 14, 2014 2 Interest rate swap € 250,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (896 ) We value the interest rate swap agreements using a valuation model which calculates the fair value on the basis of the net present value of the estimated future cash flows. The most significant input used in the valuation model is the expected EURIBOR-based yield curve. These instruments were allocated to Level 2 of the fair value hierarchy because the critical inputs to this model, including current interest rates, relevant yield curves and the known contractual terms of the instruments, were readily observable. Accumulated Other Comprehensive Loss BALANCE December 31, 2015 $ (1,420 ) Loss on interest rate swaps (1,551 ) Reclassified to interest expense 303 BALANCE March 31, 2016 $ (2,668 ) Non-Hedge Accounting Activities The change in fair value of derivatives not designated as hedging instruments comprised the following for the three months ended March 31, 2016 and 2015 : For the Three Months Ended March 31, 2016 2015 Currency swaps $ (14,050 ) $ (1,010 ) Foreign Currency Risk We have entered into a number of forward foreign exchange contracts to reduce our exposure to movements in foreign exchange rates related to contractual payments under certain dollar-denominated agreements and to the refinancing of certain Senior Debt. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Notional Amount Maturity Date Objective Fair Value as at March 31, 2016 February 17, 2016 5 EUR / USD forward $ 557,000 April 7, 2016 Refinancing of 2017 PIK Notes and 2017 Term Loan $ (12,410 ) February 11, 2016 1 EUR / USD forward $ 50,140 December 21, 2016 USD-denominated operating payments $ (221 ) December 3, 2015 2 EUR / USD forward $ 32,698 December 21, 2016 USD-denominated operating payments $ (1,886 ) These forward foreign exchange contracts are considered economic hedges but were not designated as hedging instruments, so changes in the fair value of the derivatives were recorded as changes in fair value of derivatives in the condensed consolidated statements of operations and comprehensive income / loss and in the condensed consolidated balance sheet in other liabilities. We valued these contracts using an industry-standard pricing model which calculated the fair value on the basis of the net present value of the estimated future cash flows receivable or payable. These instruments were allocated to Level 2 of the fair value hierarchy because the critical inputs to this model, including foreign exchange forward rates and the known contractual terms of the instruments, were readily observable. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill by reporting unit as at March 31, 2016 and December 31, 2015 is summarized as follows: Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia Total Gross Balance, December 31, 2015 $ 172,365 $ 11,005 $ 759,491 $ 85,443 $ 47,605 $ 19,400 $ 1,095,309 Accumulated impairment losses (144,639 ) (10,454 ) (287,545 ) (11,028 ) — (19,400 ) (473,066 ) Balance, December 31, 2015 27,726 551 471,946 74,415 47,605 — 622,243 Foreign currency 1,164 28 21,194 3,973 2,183 — 28,542 Balance, March 31, 2016 28,890 579 493,140 78,388 49,788 — 650,785 Accumulated impairment losses (144,639 ) (10,454 ) (287,545 ) (11,028 ) — (19,400 ) (473,066 ) Gross Balance, March 31, 2016 $ 173,529 $ 11,033 $ 780,685 $ 89,416 $ 49,788 $ 19,400 $ 1,123,851 |
Schedule of Finite-Lived and Indefinite-Lived Intengible Assets | Broadcast licenses and other intangible assets: The gross value and accumulated amortization of broadcast licenses and other intangible assets was as follows as at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 86,979 $ — $ 86,979 $ 83,188 $ — $ 83,188 Amortized: Broadcast licenses 200,419 (135,132 ) 65,287 191,860 (127,613 ) 64,247 Trademarks 646 (646 ) — 614 (614 ) — Customer relationships 55,599 (52,254 ) 3,345 53,120 (49,672 ) 3,448 Other 1,807 (1,423 ) 384 2,138 (1,859 ) 279 Total $ 345,450 $ (189,455 ) $ 155,995 $ 330,920 $ (179,758 ) $ 151,162 |
LONG-TERM DEBT AND OTHER FINA31
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Summary March 31, 2016 December 31, 2015 Senior Debt $ 943,210 $ 906,028 Other credit facilities and capital leases 3,677 3,648 Total long-term debt and other financing arrangements 946,887 909,676 Less: current maturities (1,202 ) (1,155 ) Total non-current long-term debt and other financing arrangements $ 945,685 $ 908,521 |
Schedule of Long-term Debt Instruments | Total senior debt and credit facilities comprised the following at March 31, 2016 : Principal Amount of Liability Component Debt Issuance Costs Unamortized Discount Net Carrying Amount 2017 PIK Notes (1) $ 502,504 $ (2,652 ) $ (128,674 ) $ 371,178 2017 Term Loan (2) 38,194 (268 ) (9,473 ) 28,453 2018 Euro Term Loan 285,536 (742 ) — 284,794 2019 Euro Term Loan 267,930 (9,145 ) — 258,785 2021 Revolving Credit Facility (3) — — — — Total senior debt and credit facilities $ 1,094,164 $ (12,807 ) $ (138,147 ) $ 943,210 (1) The principal amount represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See Note 21, "Subsequent Events" . (2) The principal amount represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See Note 21, "Subsequent Events" . (3) |
Schedule of Senior Debt | Senior Debt Our senior debt comprised the following at March 31, 2016 and December 31, 2015 : Carrying Amount Fair Value March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 2017 PIK Notes $ 371,178 $ 359,789 $ 502,504 $ 552,338 2017 Term Loan 28,453 27,592 38,194 41,525 2018 Euro Term Loan 284,794 272,189 285,536 273,046 2019 Euro Term Loan 258,785 246,458 267,930 256,210 $ 943,210 $ 906,028 $ 1,094,164 $ 1,123,119 |
Schedule of Interest Rate Summary | Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2017 PIK Notes (1) 15.00 % — % — % 15.00 % 2017 Term Loan (1) 15.00 % — % — % 15.00 % 2018 Euro Term Loan (2) 1.50 % 0.21 % 6.79 % 8.50 % 2019 Euro Term Loan 1.50 % 0.31 % 6.69 % 8.50 % 2021 Euro Term Loan (3) 1.50 % 0.28 % 8.72 % 10.50 % (1) The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. See Note 21, "Subsequent Events" . (2) The rate fixed pursuant to interest rate hedges presented is effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14% , with a corresponding increase in the guarantee fee rate, such that all-in borrowing rate remains 8.50% . (3) The 2021 Euro Term Loan was undrawn as at March 31, 2016. These rates represent the rates in effect on April 7, 2016, the date the 2021 Euro Term Loan was drawn. |
Credit Facilities And Capital Lease Obligations | Other credit facilities and capital lease obligations comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Credit facilities (1) – (3) $ — $ — Capital leases 3,677 3,648 Total credit facilities and capital leases 3,677 3,648 Less: current maturities (1,202 ) (1,155 ) Total non-current credit facilities and capital leases $ 2,475 $ 2,493 (1) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at March 31, 2016 , we had deposits of US$ 67.8 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2015 , we had deposits of US$ 19.6 million in and no drawings on the BMG cash pool. (2) As at March 31, 2016 and December 31, 2015 , there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.7 million ) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK 800.0 million (approximately US$ 33.7 million ) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.3% of any factored receivable and bears interest at one-month PRIBOR plus 2.5% per annum for the period that receivables are factored and outstanding. |
Maturity Of Senior Debt And Credit Facility | At March 31, 2016 , the maturity of our senior debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: 2016 $ — 2017 (1) 826,234 2018 — 2019 267,930 2020 — 2021 and thereafter — Total senior debt and credit facilities 1,094,164 Debt issuance costs (12,807 ) Less: net discount (138,147 ) Carrying amount of senior debt and credit facilities $ 943,210 (1) On April 7, 2016, we drew the 2021 Euro Term Loan, the proceeds of which, together with cash on hand, were applied toward the repayment of the 2017 Term Loan and the redemption and discharge of the 2017 PIK Notes. Also on April 7, 2016, we extended the maturity date of the 2018 Euro Term Loan to November 1, 2018 and extended the maturity date of the 2021 Revolving Credit Facility at the current borrowing capacity until January 1, 2018 and with a borrowing capacity US$ 50.0 million from January 1, 2018 to the maturity date on February 19, 2021. See Note 21, "Subsequent Events" . |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at March 31, 2016 : 2016 $ 973 2017 1,216 2018 947 2019 589 2020 86 2021 and thereafter — Total undiscounted payments 3,811 Less: amount representing interest (134 ) Present value of net minimum lease payments $ 3,677 |
PROGRAM RIGHTS (Tables)
PROGRAM RIGHTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
PROGRAM RIGHTS [Abstract] | |
Schedule of Program Rights | Program rights comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Program rights: Acquired program rights, net of amortization $ 192,860 $ 179,632 Less: current portion of acquired program rights (94,215 ) (85,972 ) Total non-current acquired program rights 98,645 93,660 Produced program rights – Feature Films: Released, net of amortization 1,264 1,298 Produced program rights – Television Programs: Released, net of amortization 60,651 56,125 Completed and not released 2,263 3,500 In production 16,955 13,783 Development and pre-production 832 707 Total produced program rights 81,965 75,413 Total non-current acquired program rights and produced program rights $ 180,610 $ 169,073 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Unrelated customers $ 152,660 $ 176,628 Less: allowance for bad debts and credit notes (9,832 ) (9,201 ) Total accounts receivable $ 142,828 $ 167,427 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other current and non-current assets comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Current: Prepaid acquired programming $ 16,969 $ 22,761 Other prepaid expenses 9,227 6,941 Deferred tax — 10,425 VAT recoverable 783 733 Income taxes recoverable 270 249 Other 1,222 2,097 Total other current assets $ 28,471 $ 43,206 March 31, 2016 December 31, 2015 Non-current: Capitalized debt costs $ 23,956 $ 27,060 Deferred tax 3,545 124 Other 4,226 3,949 Total other non-current assets $ 31,727 $ 31,133 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Land and buildings $ 96,671 $ 92,237 Machinery, fixtures and equipment 177,650 164,503 Other equipment 28,745 32,314 Software licenses 58,906 55,656 Construction in progress 1,996 3,001 Total cost 363,968 347,711 Less: accumulated depreciation (252,220 ) (239,189 ) Total net book value $ 111,748 $ 108,522 Assets held under capital leases (included in the above) Land and buildings $ 3,979 $ 3,805 Machinery, fixtures and equipment 5,081 4,646 Total cost 9,060 8,451 Less: accumulated depreciation (4,062 ) (3,556 ) Total net book value $ 4,998 $ 4,895 |
Property Plant And Equipment Rollforward | The movement in the net book value of property, plant and equipment during the three months ended March 31, 2016 and 2015 is comprised of: For the Three Months Ended March 31, 2016 2015 Opening balance $ 108,522 $ 114,335 Additions 5,536 4,982 Disposals (50 ) (192 ) Depreciation (7,285 ) (7,001 ) Foreign currency movements 5,025 (12,330 ) Ending balance $ 111,748 $ 99,794 |
ACCOUNTS PAYABLE AND ACCRUED 36
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Accounts payable and accrued expenses $ 47,072 $ 54,526 Related party accounts payable 84 53 Programming liabilities 27,701 24,901 Related party programming liabilities 13,950 14,583 Duties and other taxes payable 11,803 12,856 Accrued staff costs 15,496 20,709 Accrued interest payable 851 914 Related party accrued interest payable 16,823 477 Income taxes payable 16 249 Accrued legal contingencies and professional fees 1,618 1,744 Authors’ rights 3,496 2,516 Other accrued liabilities 1,091 1,177 Total accounts payable and accrued liabilities $ 140,001 $ 134,705 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities [Abstract] | |
Schedule of Other Liabilities | Other current and non-current liabilities comprised the following at March 31, 2016 and December 31, 2015 : March 31, 2016 December 31, 2015 Current: Deferred revenue $ 28,822 $ 7,546 Derivative liabilities 14,517 650 Restructuring provision 180 458 Legal provision 1,257 1,520 Other 289 274 Total other current liabilities $ 45,065 $ 10,448 March 31, 2016 December 31, 2015 Non-current: Deferred tax $ 20,537 $ 25,990 Related party Commitment Fee payable (1) 9,136 9,240 Related party Guarantee Fee payable 7,475 22,655 Accrued interest (2) 3,910 977 Related party accrued interest (2) 21,215 5,304 Other 2,779 1,583 Total other non-current liabilities $ 65,052 $ 65,749 |
FINANCIAL INSTRUMENTS AND FAI38
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Notional Amount Maturity Date Objective Fair Value as at March 31, 2016 April 5, 2016 5 Interest rate swap € 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan N/A April 5, 2016 4 Interest rate swap € 250,800 November 1, 2018 Interest rate hedge underlying 2018 Euro Term Loan, forward starting on November 1, 2017 N/A November 10, 2015 3 Interest rate swap € 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (1,772 ) November 14, 2014 2 Interest rate swap € 250,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (896 ) Accumulated Other Comprehensive Loss BALANCE December 31, 2015 $ (1,420 ) Loss on interest rate swaps (1,551 ) Reclassified to interest expense 303 BALANCE March 31, 2016 $ (2,668 ) |
Schedule of Changes in Fair Value of Derivatives | The change in fair value of derivatives not designated as hedging instruments comprised the following for the three months ended March 31, 2016 and 2015 : For the Three Months Ended March 31, 2016 2015 Currency swaps $ (14,050 ) $ (1,010 ) |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Interest Expense [Abstract] | |
Schedule of Interest Expense | Interest expense comprised the following for the three months ended March 31, 2016 and 2015 : For the Three Months Ended March 31, 2016 2015 Interest on Senior Debt and other financing arrangements $ 32,652 $ 27,618 Amortization of capitalized debt issuance costs 3,899 3,837 Amortization of debt issuance discount and premium, net 12,603 8,663 Total interest expense $ 49,154 $ 40,118 |
OTHER NONOPERATING EXPENSE, N40
OTHER NONOPERATING EXPENSE, NET (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of other non-operating expense, net | 15. OTHER NON-OPERATING INCOME / EXPENSE Other non-operating income / expense comprised the following for the three months ended March 31, 2016 and 2015 : For the Three Months Ended March 31, 2016 2015 Interest income $ 108 $ 112 Foreign currency exchange gain / (loss), net 15,422 (11,489 ) Change in fair value of derivatives (Note 11) (14,050 ) (1,010 ) Other expense, net (64 ) (354 ) Total other non-operating income / (expense) $ 1,416 $ (12,741 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Charged | The charge for stock-based compensation in our condensed consolidated statements of operations and comprehensive income / loss was as follows: For the Three Months Ended March 31, 2016 2015 Selling, general and administrative expenses $ 838 $ 408 |
Schedule of Stock Options Activity | A summary of option activity for the three months ended March 31, 2016 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2015 1,666,000 $ 3.53 9.07 $ 640 Granted 411,392 2.46 Outstanding at March 31, 2016 2,077,392 $ 3.32 9.04 $ 453 Vested and expected to vest 2,077,392 3.32 9.04 453 Exercisable at March 31, 2016 66,000 $ 33.66 0.17 $ — |
Schedule of Restricted Stock Unit Activity | The following table summarizes information about unvested RSUs as at March 31, 2016 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2015 2,554,597 $ 2.72 Granted 533,356 2.46 Vested (95,557 ) 3.24 Unvested at March 31, 2016 2,992,396 $ 2.65 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The components of basic and diluted earnings per share are as follows: For the Three Months Ended March 31, 2016 2015 Loss from continuing operations $ (40,694 ) $ (70,243 ) Net loss attributable to noncontrolling interests 259 257 Less: preferred share accretion paid in kind (Note 12) (4,510 ) (4,141 ) Loss from continuing operations available to common shareholders, net of noncontrolling interest (44,945 ) (74,127 ) Loss from discontinued operations, net of tax — (3,288 ) Net loss attributable to CME Ltd. available to common shareholders - Basic $ (44,945 ) $ (77,415 ) Effect of dilutive securities Preferred share accretion paid in kind — — Net loss attributable to CME Ltd. available to common shareholders - Diluted $ (44,945 ) $ (77,415 ) Weighted average outstanding shares of common stock - Basic (1) 147,078 146,606 Dilutive effect of employee stock options and RSUs — — Weighted average outstanding shares of common stock - Diluted 147,078 146,606 Net loss per share: Continuing operations attributable to CME Ltd. - Basic and diluted $ (0.31 ) $ (0.51 ) Discontinued operations attributable to CME Ltd. - Basic and diluted — (0.02 ) Net loss attributable to CME Ltd. - Basic and diluted (0.31 ) (0.53 ) (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | Net revenues: For the Three Months Ended March 31, 2016 2015 Bulgaria $ 15,859 $ 16,784 Croatia 11,645 11,993 Czech Republic 38,608 34,965 Romania 32,370 33,522 Slovak Republic 19,062 17,538 Slovenia 11,653 11,480 Intersegment revenues (1) (197 ) (149 ) Total net revenues $ 129,000 $ 126,133 (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. |
Schedule of Segment Reporting Information, by Segment | OIBDA: For the Three Months Ended March 31, 2016 2015 Bulgaria $ 1,069 $ 2,198 Croatia 1,401 1,862 Czech Republic 10,074 10,091 Romania 9,462 3,361 Slovak Republic 2,393 (145 ) Slovenia (708 ) 360 Elimination (6 ) (50 ) Total operating segments 23,685 17,677 Corporate (6,577 ) (6,229 ) Total OIBDA $ 17,108 $ 11,448 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Reconciliation to condensed consolidated statements of operations and comprehensive income / loss: For the Three Months Ended March 31, 2016 2015 Total OIBDA $ 17,108 $ 11,448 Depreciation of property, plant and equipment (7,285 ) (7,001 ) Amortization of broadcast licenses and other intangibles (2,060 ) (3,499 ) Other items (1) — (18,187 ) Operating income / (loss) 7,763 (17,239 ) Interest expense (Note 14) (49,154 ) (40,118 ) Non-operating income / (expense), net (Note 15) 1,416 (12,741 ) Loss before tax $ (39,975 ) $ (70,098 ) |
Reconciliation of Assets from Segment to Consolidated | Total assets (1) : March 31, 2016 December 31, 2015 Bulgaria $ 134,293 $ 134,418 Croatia 54,592 52,306 Czech Republic 738,334 746,269 Romania 266,944 261,984 Slovak Republic 124,258 121,122 Slovenia 74,618 70,911 Total operating segments 1,393,039 1,387,010 Corporate 101,759 53,407 Total assets $ 1,494,798 $ 1,440,417 (1) Segment assets exclude any intercompany balances. |
Segment Reporting Capital Expenditure | Capital expenditures: For the Three Months Ended March 31, 2016 2015 Bulgaria $ 182 $ 699 Croatia 277 528 Czech Republic 1,551 2,496 Romania 1,729 720 Slovak Republic 533 1,146 Slovenia 1,260 934 Total operating segments 5,532 6,523 Corporate 544 958 Total capital expenditures $ 6,076 $ 7,481 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Long-lived assets (1) : March 31, 2016 December 31, 2015 Bulgaria $ 5,672 $ 5,602 Croatia 5,433 5,497 Czech Republic 40,500 39,907 Romania 22,489 20,873 Slovak Republic 16,190 15,606 Slovenia 15,260 15,082 Total operating segments 105,544 102,567 Corporate 6,204 5,955 Total long-lived assets $ 111,748 $ 108,522 (1) Reflects property, plant and equipment. |
Revenues by Type | Revenue by type: For the Three Months Ended March 31, 2016 2015 Television advertising $ 104,171 $ 101,615 Carriage fees and subscriptions 19,209 18,778 Other 5,620 5,740 Total net revenues $ 129,000 $ 126,133 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At March 31, 2016 , we had total commitments of US$ $129.0 million ( December 31, 2015 : US$ 144.9 million ) in respect of future programming, including contracts signed with license periods starting after the balance sheet date. In addition, we have digital transmission obligations, future minimum operating lease payments for non-cancellable operating leases with remaining terms in excess of one year (net of amounts to be recharged to third parties) and other commitments as follows: Programming purchase obligations Other commitments Operating leases Capital expenditures 2016 $ 41,554 $ 21,717 $ 2,833 $ 947 2017 35,450 7,725 2,410 — 2018 27,980 4,710 1,617 — 2019 15,833 10,467 714 — 2020 4,766 350 393 — 2021 and thereafter 3,392 398 1,369 — Total $ 128,975 $ 45,367 $ 9,336 $ 947 |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Time Warner [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | Time Warner For the Three Months Ended March 31, 2016 2015 Net revenues $ — $ 22 Cost of revenues 6,696 2,299 Interest expense 41,505 29,166 March 31, 2016 December 31, 2015 Programming liabilities $ 13,950 $ 14,583 Other accounts payable and accrued liabilities 84 53 Long-term debt and other financing arrangements (1) (2) 335,813 324,979 Accrued interest payable (2) (3) 38,038 5,781 Other non-current liabilities (4) 16,611 31,895 (1) Amount represents the principal amount outstanding of the 2017 PIK Notes held by Time Warner and the amounts outstanding on the 2017 Term Loan and 2021 Revolving Credit Facility, if drawn, less respective issuance discounts and debt issuance costs, including interest for which we made an election to pay in kind. (2) On April 7, 2016, we drew the 2021 Euro Term Loan and applied the proceeds, together with cash on hand, towards the repayment of the 2017 Term Loan plus accrued interest and the redemption and discharge of the 2017 PIK Notes plus accrued interest. See Note 21, "Subsequent Events" . (3) Amount represents the accrued interest on the principal amount of the outstanding 2017 PIK Notes held by Time Warner, which is payable in kind in arrears until November 15, 2015, and on the outstanding balance of the 2017 Term Loan and the 2021 Revolving Credit Facility, if drawn. (4) Amount represents the Commitment Fee, as well as the Guarantee Fees for which we have made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements" . |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2016channelsoperating_segmentcountries | |
Product Information [Line Items] | |
Number of Countries in which Entity Operates | countries | 6 |
Number of Television Channels Within Segment | 36 |
Operating Segments [Member] | |
Product Information [Line Items] | |
Number of Operating Segments | operating_segment | 6 |
BULGARIA [Member] | |
Product Information [Line Items] | |
Percentage owned by Parent | 94.00% |
BULGARIA [Member] | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 1 |
BULGARIA [Member] | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 5 |
CROATIA [Member] | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
CROATIA [Member] | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 1 |
CROATIA [Member] | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 3 |
CZECH REPUBLIC [Member] | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
CZECH REPUBLIC [Member] | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 1 |
CZECH REPUBLIC [Member] | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 7 |
ROMANIA [Member] | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
ROMANIA [Member] | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 1 |
ROMANIA [Member] | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 8 |
SLOVAK REPUBLIC [Member] | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
SLOVAK REPUBLIC [Member] | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 1 |
SLOVAK REPUBLIC [Member] | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 3 |
SLOVENIA [Member] | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
SLOVENIA [Member] | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 2 |
SLOVENIA [Member] | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of Television Channels Within Segment | 3 |
BASIS OF PRESENTATION Use of es
BASIS OF PRESENTATION Use of estimates (Details) - Mar. 31, 2016 € in Thousands, $ in Thousands | USD ($) | EUR (€) |
2019 Euro Term Loan [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Debt Instrument, Face Amount | $ 267,930 | € 235,335 |
BASIS OF PRESENTATION Accountin
BASIS OF PRESENTATION Accounting pronouncements (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Other Noncurrent Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 13.8 |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 650,785 | $ 622,243 |
Gross Balance, December 31, 2015 | 1,095,309 | |
Accumulated Impairment Losses, Beginning Balance | (473,066) | |
Foreign Currency | 28,542 | |
Accumulated Impairment Losses, Ending Balance | (473,066) | |
Gross Balance, March 31, 2016 | 1,123,851 | |
BULGARIA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 28,890 | 27,726 |
Gross Balance, December 31, 2015 | 172,365 | |
Accumulated Impairment Losses, Beginning Balance | (144,639) | |
Foreign Currency | 1,164 | |
Accumulated Impairment Losses, Ending Balance | (144,639) | |
Gross Balance, March 31, 2016 | 173,529 | |
CROATIA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 579 | 551 |
Gross Balance, December 31, 2015 | 11,005 | |
Accumulated Impairment Losses, Beginning Balance | (10,454) | |
Foreign Currency | 28 | |
Accumulated Impairment Losses, Ending Balance | (10,454) | |
Gross Balance, March 31, 2016 | 11,033 | |
CZECH REPUBLIC [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 493,140 | 471,946 |
Gross Balance, December 31, 2015 | 759,491 | |
Accumulated Impairment Losses, Beginning Balance | (287,545) | |
Foreign Currency | 21,194 | |
Accumulated Impairment Losses, Ending Balance | (287,545) | |
Gross Balance, March 31, 2016 | 780,685 | |
ROMANIA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 78,388 | 74,415 |
Gross Balance, December 31, 2015 | 85,443 | |
Accumulated Impairment Losses, Beginning Balance | (11,028) | |
Foreign Currency | 3,973 | |
Accumulated Impairment Losses, Ending Balance | (11,028) | |
Gross Balance, March 31, 2016 | 89,416 | |
SLOVAK REPUBLIC [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 49,788 | 47,605 |
Gross Balance, December 31, 2015 | 47,605 | |
Accumulated Impairment Losses, Beginning Balance | 0 | |
Foreign Currency | 2,183 | |
Accumulated Impairment Losses, Ending Balance | 0 | |
Gross Balance, March 31, 2016 | 49,788 | |
SLOVENIA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 0 | $ 0 |
Gross Balance, December 31, 2015 | 19,400 | |
Accumulated Impairment Losses, Beginning Balance | (19,400) | |
Foreign Currency | 0 | |
Accumulated Impairment Losses, Ending Balance | (19,400) | |
Gross Balance, March 31, 2016 | $ 19,400 |
GOODWILL AND INTANGIBLE ASSET50
GOODWILL AND INTANGIBLE ASSETS Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Gross | $ 345,450 | $ 330,920 |
Finite-Lived Intangible Assets, Accumulated Amortization | (189,455) | (179,758) |
Finite-Lived Intangible Assets, Net | 155,995 | 151,162 |
Trademarks [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 86,979 | 83,188 |
Finite-Lived Intangible Assets, Gross | 646 | 614 |
Finite-Lived Intangible Assets, Accumulated Amortization | (646) | (614) |
Finite-Lived Intangible Assets, Net | 0 | 0 |
Broadcast Licenses [Member] | ||
Finite-Lived Intangible Assets, Gross | 200,419 | 191,860 |
Finite-Lived Intangible Assets, Accumulated Amortization | (135,132) | (127,613) |
Finite-Lived Intangible Assets, Net | 65,287 | 64,247 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | 55,599 | 53,120 |
Finite-Lived Intangible Assets, Accumulated Amortization | (52,254) | (49,672) |
Finite-Lived Intangible Assets, Net | $ 3,345 | 3,448 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets, Useful Life (in years) | 5 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets, Useful Life (in years) | 15 years | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 1,807 | 2,138 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,423) | (1,859) |
Finite-Lived Intangible Assets, Net | $ 384 | $ 279 |
LONG-TERM DEBT AND OTHER FINA51
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Debt (Details) € in Thousands, $ in Thousands | Mar. 31, 2016USD ($) | Mar. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | May. 02, 2014USD ($) | ||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | $ (23,956) | $ (27,060) | ||||
Overview [Abstract] | ||||||
Carrying Amount | 943,210 | 906,028 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 943,210 | 906,028 | ||||
Other credit facilities and capital leases | 3,677 | 3,648 | ||||
Total long-term debt and other financing arrangements | 946,887 | 909,676 | ||||
Current portion of long-term debt and other financing arrangements (Note 5) | (1,202) | (1,155) | ||||
Total non-current long-term debt and other financing arrangements | 945,685 | 908,521 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2,014 | 0 | |||||
2,015 | [1] | 826,234 | ||||
2,016 | 0 | |||||
2,017 | 267,930 | |||||
2,018 | 0 | |||||
2021 and thereafter | 0 | |||||
Total senior debt and credit facilities | 1,094,164 | |||||
Debt issuance costs | (12,807) | |||||
Less: net discount | (138,147) | |||||
Carrying amount of senior debt and credit facilities | 943,210 | |||||
Long-term Debt, Fair Value | 1,094,164 | 1,123,119 | ||||
2017 PIK Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | [2] | (2,652) | ||||
Debt Instrument, Original Principal Amount | $ 400,000 | |||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | [2] | 502,504 | ||||
Unamortized (Discount)/Premium | [2] | 128,674 | ||||
Carrying Amount | 371,178 | [2] | 359,789 | |||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 371,178 | [2] | 359,789 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Debt, Fair Value | 502,504 | 552,338 | ||||
2017 Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | [3] | (268) | ||||
Debt Instrument, Original Principal Amount | 30,000 | |||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | [3] | 38,194 | ||||
Unamortized (Discount)/Premium | [3] | 9,473 | ||||
Carrying Amount | 28,453 | [3] | 27,592 | |||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 28,453 | [3] | 27,592 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Debt, Fair Value | 38,194 | 41,525 | ||||
2018 Euro Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | (742) | |||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 285,536 | |||||
Unamortized (Discount)/Premium | 0 | |||||
Carrying Amount | 284,794 | 272,189 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 284,794 | 272,189 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Debt, Fair Value | 285,536 | 273,046 | ||||
2019 Euro Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | (9,145) | |||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 267,930 | € 235,335 | ||||
Unamortized (Discount)/Premium | 0 | |||||
Carrying Amount | 258,785 | 246,458 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 258,785 | 246,458 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Debt, Fair Value | 267,930 | $ 256,210 | ||||
2021 Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | 0 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 115,000 | |||||
Overview [Abstract] | ||||||
Unamortized (Discount)/Premium | 0 | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Line of Credit, Noncurrent | 0 | |||||
Senior Debt and Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | (12,807) | |||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 1,094,164 | |||||
Unamortized (Discount)/Premium | 138,147 | |||||
Carrying Amount | 943,210 | |||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | $ 943,210 | |||||
CME NV and CME BV [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | ||||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | ||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Outstanding Shares Pledged, Percentage | 100.00% | |||||
[1] | (1) On April 7, 2016, we drew the 2021 Euro Term Loan, the proceeds of which, together with cash on hand, were applied toward the repayment of the 2017 Term Loan and the redemption and discharge of the 2017 PIK Notes. Also on April 7, 2016, we extended the maturity date of the 2018 Euro Term Loan to November 1, 2018 and extended the maturity date of the 2021 Revolving Credit Facility at the current borrowing capacity until January 1, 2018 and with a borrowing capacity US$ 50.0 million from January 1, 2018 to the maturity date on February 19, 2021. See Note 21, "Subsequent Events". | |||||
[2] | 1) The principal amount represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See Note 21, "Subsequent Events". | |||||
[3] | (2) The principal amount represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See Note 21, "Subsequent Events". |
LONG-TERM DEBT AND OTHER FINA52
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Financing Transactions (Details) $ in Thousands, € in Millions | 3 Months Ended | ||||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Apr. 07, 2016USD ($) | Mar. 31, 2016EUR (€) | ||
Debt Instrument [Line Items] | |||||
Payments for Fees | $ 2,600 | $ 1,300 | |||
Repayments of Debt and Capital Lease Obligations | 341 | $ 245 | |||
Guarantee Fee [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments for Fees | 10,000 | ||||
2021 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount of Liability Component | $ 533,700 | € 468.8 | |||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 1.50% | 1.50% | ||
2017 PIK Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount of Liability Component | [2] | $ 502,504 | |||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 15.00% | 15.00% | ||
2017 Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount of Liability Component | [4] | $ 38,194 | |||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 15.00% | 15.00% | ||
Subsequent Event [Member] | 2021 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal Amount of Liability Component | $ 533,400 | ||||
[1] | The 2021 Euro Term Loan was undrawn as at March 31, 2016. These rates represent the rates in effect on April 7, 2016, the date the 2021 Euro Term Loan was drawn. | ||||
[2] | 1) The principal amount represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See Note 21, "Subsequent Events". | ||||
[3] | The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. | ||||
[4] | (2) The principal amount represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See Note 21, "Subsequent Events". |
LONG-TERM DEBT AND OTHER FINA53
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Senior Debt (Details) € in Thousands, RON in Millions | 3 Months Ended | |||||||||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Jan. 01, 2018USD ($) | Apr. 07, 2016USD ($) | Mar. 31, 2016EUR (€) | Mar. 31, 2016RON | Dec. 31, 2015USD ($) | ||||
Debt Instrument [Line Items] | ||||||||||
Carrying Amount | $ 943,210,000 | $ 906,028,000 | ||||||||
Long-term Line of Credit | 0 | 0 | [1],[2],[3] | |||||||
Unamortized Debt Issuance Expense | 12,807,000 | |||||||||
Interest Expense, Debt | $ 32,652,000 | $ 27,618,000 | ||||||||
2017 Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 15.00% | 15.00% | 15.00% | ||||||
Carrying Amount | $ 28,453,000 | [5] | $ 27,592,000 | |||||||
Debt Instrument, Face Amount | [5] | 38,194,000 | ||||||||
2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | |||||||||
2015 Convertible Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||
2017 PIK Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 15.00% | 15.00% | 15.00% | ||||||
Carrying Amount | $ 371,178,000 | [6] | $ 359,789,000 | |||||||
Debt Instrument, Face Amount | [6] | $ 502,504,000 | ||||||||
2017 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | € | € 250,800 | |||||||||
2018 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [7] | 1.50% | 1.50% | 1.50% | ||||||
Debt Instrument, Interest Rate, All-In Rate | [7] | 8.50% | 8.50% | 8.50% | ||||||
Carrying Amount | $ 284,794,000 | 272,189,000 | ||||||||
Debt Instrument, Face Amount | $ 285,536,000 | |||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
2019 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | |||||||
Debt Instrument, Interest Rate, All-In Rate | 8.50% | 8.50% | 8.50% | |||||||
Carrying Amount | $ 258,785,000 | $ 246,458,000 | ||||||||
Debt Instrument, Face Amount | $ 267,930,000 | € 235,335 | ||||||||
2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [8] | 1.50% | 1.50% | 1.50% | ||||||
Debt Instrument, Interest Rate, All-In Rate | [8] | 10.50% | 10.50% | 10.50% | ||||||
Debt Instrument, Face Amount | $ 533,700,000 | € 468,800 | ||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Guarantee Fee [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Expense, Debt | $ 9,100,000 | $ 4,800,000 | ||||||||
Senior Debt and Credit Facilities [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying Amount | 943,210,000 | |||||||||
Debt Instrument, Face Amount | $ 1,094,164,000 | |||||||||
Alternative Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 8.00% | |||||||||
Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | 1.00% | |||||||
Basis spread on variable rate (in percent) | 9.00% | |||||||||
CME NV and CME BV [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | 100.00% | |||||||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding Shares Pledged, Percentage | 100.00% | |||||||||
Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 1.07% | |||||||||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | 7.00% | |||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Minimum [Member] | 2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 7.00% | 7.00% | 7.00% | |||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 1.90% | |||||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Maximum [Member] | 2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 10.50% | 10.50% | 10.50% | |||||||
Financial Covenant, Net Leverage | 8 | |||||||||
Global Funds IFN S.A. [Member] | Pro TV [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 19,100,000 | RON 75 | ||||||||
Basis spread on variable rate (in percent) | 6.00% | |||||||||
Long-term Line of Credit | $ 6,400,000 | RON 25.1 | ||||||||
Subsequent Event [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||||||
Subsequent Event [Member] | 2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 533,400,000 | |||||||||
[1] | As at March 31, 2016 and December 31, 2015, there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.7 million) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK 800.0 million (approximately US$ 33.7 million) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.3% of any factored receivable and bears interest at one-month PRIBOR plus 2.5% per annum for the period that receivables are factored and outstanding. | |||||||||
[2] | As at March 31, 2016 there were RON 25.1 million (approximately US$ 6.4 million) of receivables factored under a RON 75.0 million (approximately US$ 19.1 million) factoring framework agreement with Global Funds IFN S.A. entered into in the first quarter of 2016. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum for the period that receivables are factored and outstanding. | |||||||||
[3] | We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.As at March 31, 2016, we had deposits of US$ 67.8 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2015, we had deposits of US$ 19.6 million in and no drawings on the BMG cash pool. | |||||||||
[4] | The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. | |||||||||
[5] | (2) The principal amount represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See Note 21, "Subsequent Events". | |||||||||
[6] | 1) The principal amount represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See Note 21, "Subsequent Events". | |||||||||
[7] | (2) The rate fixed pursuant to interest rate hedges presented is effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14%, with a corresponding increase in the guarantee fee rate, such that all-in borrowing rate remains 8.50%. | |||||||||
[8] | The 2021 Euro Term Loan was undrawn as at March 31, 2016. These rates represent the rates in effect on April 7, 2016, the date the 2021 Euro Term Loan was drawn. |
LONG-TERM DEBT AND OTHER FINA54
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 943,210 | $ 906,028 | ||
Fair Value | 1,094,164 | $ 1,123,119 | ||
2015 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
2017 PIK Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 371,178 | [1] | $ 359,789 | |
Debt Instrument, Interest Rate, Stated Percentage | [2] | 15.00% | ||
Fair Value | $ 502,504 | 552,338 | ||
2017 Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 28,453 | [3] | 27,592 | |
Debt Instrument, Interest Rate, Stated Percentage | [2] | 15.00% | ||
Fair Value | $ 38,194 | 41,525 | ||
2021 Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit, Noncurrent | 0 | |||
2018 Euro Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 284,794 | 272,189 | ||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 1.50% | ||
Fair Value | $ 285,536 | 273,046 | ||
2019 Euro Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 258,785 | 246,458 | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
Fair Value | $ 267,930 | $ 256,210 | ||
[1] | 1) The principal amount represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See Note 21, "Subsequent Events". | |||
[2] | The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. | |||
[3] | (2) The principal amount represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See Note 21, "Subsequent Events". | |||
[4] | (2) The rate fixed pursuant to interest rate hedges presented is effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14%, with a corresponding increase in the guarantee fee rate, such that all-in borrowing rate remains 8.50%. |
LONG-TERM DEBT AND OTHER FINA55
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Convertible Notes Tables (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument Rollforward [Roll Forward] | ||
Amortization of debt issuance discount | $ 12,603 | $ 8,663 |
Net Carrying Amount, Beginning Balance | 906,028 | |
Net Carrying Amount, Ending Balance | $ 943,210 |
LONG-TERM DEBT AND OTHER FINA56
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Fixed Rate Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||
Senior debt | $ 943,210 | $ 906,028 | ||
Fair Value | $ 1,094,164 | 1,123,119 | ||
2017 PIK Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 15.00% | ||
Senior debt | $ 371,178 | [2] | 359,789 | |
Fair Value | 502,504 | $ 552,338 | ||
Principal Amount of Liability Component | [2] | $ 502,504 | ||
CME NV and CME BV [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Shares Pledged, Percentage | 100.00% | |||
[1] | The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. | |||
[2] | 1) The principal amount represents the original principal amount of US$ 400.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 PIK Notes were redeemed on April 8, 2016. See Note 21, "Subsequent Events". |
LONG-TERM DEBT AND OTHER FINA57
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Credit Facility and Capital Lease Obligations(Details) RON in Millions, CZK in Millions | 3 Months Ended | |||||||
Mar. 31, 2016CZK | Jan. 01, 2018USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2016RON | Dec. 31, 2015USD ($) | ||||
Line of Credit Facility [Line Items] | ||||||||
Unamortized Debt Issuance Expense | $ 12,807,000 | |||||||
Senior debt | 943,210,000 | $ 906,028,000 | ||||||
Credit facilities (1) – (3) | 0 | 0 | [1],[2],[3] | |||||
Capital leases | 3,677,000 | 3,648,000 | ||||||
Total credit facilities and capital leases | 3,677,000 | 3,648,000 | ||||||
Less: current maturities | (1,202,000) | (1,155,000) | ||||||
Total non-current credit facilities and capital leases | 2,475,000 | 2,493,000 | ||||||
Fair Value | 1,094,164,000 | 1,123,119,000 | ||||||
2021 Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 115,000,000 | |||||||
Senior Debt and Credit Facilities [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Senior debt | 943,210,000 | |||||||
Principal Amount of Liability Component | 1,094,164,000 | |||||||
2017 Term Loan [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Senior debt | $ 28,453,000 | [4] | 27,592,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 15.00% | 15.00% | 15.00% | ||||
Principal Amount of Liability Component | [4] | $ 38,194,000 | ||||||
Fair Value | $ 38,194,000 | $ 41,525,000 | ||||||
CME NV and CME BV [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | 100.00% | |||||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Outstanding Shares Pledged, Percentage | 100.00% | |||||||
BMG Bank Mendes Gans [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facilities (1) – (3) | $ 0 | $ 0 | ||||||
Line of credit facility cash pooling arrangement deposit | 67,800,000 | $ 19,600,000 | ||||||
Ceska Sporitelna [Member] | CET 21 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facilities (1) – (3) | 0 | |||||||
Basis spread on variable rate (in percent) | 2.50% | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | CZK 800 | 33,700,000 | ||||||
Factoring Fee, Percentage | 0.30% | |||||||
Global Funds IFN S.A. [Member] | Pro TV [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facilities (1) – (3) | 6,400,000 | RON 25.1 | ||||||
Basis spread on variable rate (in percent) | 6.00% | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 19,100,000 | 75 | ||||||
Factoring Fee, Percentage | 4.00% | |||||||
UniCredit Bank S.A. [Member] | Pro TV [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facilities (1) – (3) | RON | 0 | |||||||
Basis spread on variable rate (in percent) | 2.25% | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,100,000 | RON 20 | ||||||
Factoring Fee, Percentage | 0.30% | |||||||
Alternative Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (in percent) | 8.00% | |||||||
Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | 1.00% | |||||
Basis spread on variable rate (in percent) | 9.00% | |||||||
Subsequent Event [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||||
[1] | As at March 31, 2016 and December 31, 2015, there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.7 million) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK 800.0 million (approximately US$ 33.7 million) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.3% of any factored receivable and bears interest at one-month PRIBOR plus 2.5% per annum for the period that receivables are factored and outstanding. | |||||||
[2] | As at March 31, 2016 there were RON 25.1 million (approximately US$ 6.4 million) of receivables factored under a RON 75.0 million (approximately US$ 19.1 million) factoring framework agreement with Global Funds IFN S.A. entered into in the first quarter of 2016. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum for the period that receivables are factored and outstanding. | |||||||
[3] | We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.As at March 31, 2016, we had deposits of US$ 67.8 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2015, we had deposits of US$ 19.6 million in and no drawings on the BMG cash pool. | |||||||
[4] | (2) The principal amount represents the original principal amount of US$ 30.0 million plus interest paid in kind by adding such amount to the original principal amount. The 2017 Term Loan was repaid on April 7, 2016. See Note 21, "Subsequent Events". | |||||||
[5] | The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. |
LONG-TERM DEBT AND OTHER FINA58
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Capital Lease Commitments(Details) $ in Thousands | Mar. 31, 2016USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,014 | $ 973 |
2,015 | 1,216 |
2,016 | 947 |
2,017 | 589 |
2,018 | 86 |
2021 and thereafter | 0 |
Total undiscounted payments | 3,811 |
Less: amount representing interest | (134) |
Present value of net minimum lease payments | $ 3,677 |
LONG-TERM DEBT AND OTHER FINA59
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Guarantee Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Nov. 01, 2017 | ||
Line of Credit Facility [Line Items] | ||||
Interest Expense, Debt | $ 32,652 | $ 27,618 | ||
CME NV and CME BV [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding Shares Pledged, Percentage | 100.00% | |||
2017 PIK Notes [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 15.00% | ||
2017 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 15.00% | ||
2018 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | [2] | 0.21% | ||
Debt Instrument, Guarantee Fee, Stated Percentage | [2] | 6.79% | ||
Debt Instrument, Interest Rate, All-In Rate | [2] | 8.50% | ||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 1.50% | ||
2019 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.31% | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 6.69% | |||
Debt Instrument, Interest Rate, All-In Rate | 8.50% | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
2021 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | [3] | 0.28% | ||
Debt Instrument, Guarantee Fee, Stated Percentage | [3] | 8.72% | ||
Debt Instrument, Interest Rate, All-In Rate | [3] | 10.50% | ||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 1.50% | ||
Guarantee Fee [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest Expense, Debt | $ 9,100 | $ 4,800 | ||
Scenario, Forecast [Member] | 2018 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.14% | |||
Minimum [Member] | 2021 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, All-In Rate | 7.00% | |||
Minimum Required Cash Portion [Member] | 2021 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, All-In Rate | [3] | 5.00% | ||
[1] | The 2017 PIK Notes were redeemed on April 8, 2016 and the 2017 Term Loan was repaid on April 7, 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. | |||
[2] | (2) The rate fixed pursuant to interest rate hedges presented is effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14%, with a corresponding increase in the guarantee fee rate, such that all-in borrowing rate remains 8.50%. | |||
[3] | The 2021 Euro Term Loan was undrawn as at March 31, 2016. These rates represent the rates in effect on April 7, 2016, the date the 2021 Euro Term Loan was drawn. |
PROGRAM RIGHTS (Details)
PROGRAM RIGHTS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Less: current portion of acquired program rights | $ (94,215) | $ (85,972) |
Program Rights Noncurrent | 180,610 | 169,073 |
Feature Films [Member] | ||
Feature Film Costs, Released, net of amortization | 1,264 | 1,298 |
Television Programs [Member] | ||
Television Program Costs, Released net of amortization | 60,651 | 56,125 |
Television Program Costs, Completed and not released | 2,263 | 3,500 |
Television Program Costs, In production | 16,955 | 13,783 |
Television Program Costs, Development and pre-production | 832 | 707 |
Acquired Program Rights [Member] | ||
Acquired program rights, net of amortization | 192,860 | 179,632 |
Less: current portion of acquired program rights | (94,215) | (85,972) |
Program rights net noncurrent | 98,645 | 93,660 |
Film And Television [Member] | ||
Program rights net noncurrent | $ 81,965 | $ 75,413 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unrelated customers | $ 152,660 | $ 176,628 |
Less: allowance for bad debts and credit notes | (9,832) | (9,201) |
Total accounts receivable | $ 142,828 | $ 167,427 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current: | ||
Prepaid acquired programming | $ 16,969 | $ 22,761 |
Other prepaid expenses | 9,227 | 6,941 |
Deferred tax | 0 | 10,425 |
VAT recoverable | 783 | 733 |
Income taxes recoverable | 270 | 249 |
Other | 1,222 | 2,097 |
Total other current assets | 28,471 | 43,206 |
Non-current: | ||
Capitalized debt costs | 23,956 | 27,060 |
Deferred tax | 3,545 | 124 |
Other | 4,226 | 3,949 |
Total other non-current assets | $ 31,727 | $ 31,133 |
PROPERTY, PLANT AND EQUIPMENT63
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 363,968 | $ 347,711 | ||||
Less: accumulated depreciation | (252,220) | (239,189) | ||||
Total net book value | 111,748 | [1] | 108,522 | [1] | $ 99,794 | $ 114,335 |
Assets held under capital leases (included in the above) | 9,060 | 8,451 | ||||
Less: accumulated depreciation | (4,062) | (3,556) | ||||
Total net book value | 4,998 | 4,895 | ||||
Land and buildings [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 96,671 | 92,237 | ||||
Assets held under capital leases (included in the above) | 3,979 | 3,805 | ||||
Machinery, fixtures and equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 177,650 | 164,503 | ||||
Assets held under capital leases (included in the above) | 5,081 | 4,646 | ||||
Other equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 28,745 | 32,314 | ||||
Software licenses [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 58,906 | 55,656 | ||||
Construction in progress [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 1,996 | $ 3,001 | ||||
[1] | Reflects property, plant and equipment. |
PROPERTY, PLANT AND EQUIPMENT R
PROPERTY, PLANT AND EQUIPMENT Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Movement in Property, Plant and Equipment [Roll Forward] | |||
Opening balance | $ 108,522 | [1] | $ 114,335 |
Additions | 5,536 | 4,982 | |
Disposals | (50) | (192) | |
Depreciation | (7,285) | (7,001) | |
Foreign currency movements | 5,025 | (12,330) | |
Ending balance | $ 111,748 | [1] | $ 99,794 |
[1] | Reflects property, plant and equipment. |
ACCOUNTS PAYABLE AND ACCRUED 65
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 47,072 | $ 54,526 |
Related party accounts payable | 84 | 53 |
Programming liabilities | 27,701 | 24,901 |
Related party programming liabilities | 13,950 | 14,583 |
Duties and other taxes payable | 11,803 | 12,856 |
Accrued staff costs | 15,496 | 20,709 |
Accrued interest payable | 851 | 914 |
Related party accrued interest payable | 16,823 | 477 |
Income taxes payable | 16 | 249 |
Accrued legal contingencies and professional fees | 1,618 | 1,744 |
Authors’ rights | 3,496 | 2,516 |
Other accrued liabilities | 1,091 | 1,177 |
Total accounts payable and accrued liabilities | $ 140,001 | $ 134,705 |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Deferred revenue | $ 28,822 | $ 7,546 | |
Derivative Liability, Current | 14,517 | 650 | |
Restructuring provision (Note 15) | 180 | 458 | |
Legal provision | 1,257 | 1,520 | |
Other | 289 | 274 | |
Total other current liabilities | 45,065 | 10,448 | |
Non-current: | |||
Deferred tax | 20,537 | 25,990 | |
Commitment Fee Payable, Related Parties, Noncurrent | [1] | 9,136 | 9,240 |
Guarantee Fee Payable, Related Parties, Noncurrent | 7,475 | 22,655 | |
Related party accrued interest (3) | [2] | 3,910 | 977 |
Interest Payable, Related Parties, Non-current | [2] | 21,215 | 5,304 |
Other | 2,779 | 1,583 | |
Total other non-current liabilities | 65,052 | 65,749 | |
Time Warner [Member] | |||
Non-current: | |||
Total other non-current liabilities | [3] | $ 16,611 | $ 31,895 |
2015 Convertible Notes [Member] | |||
Schedule of Other Liabilities [Line Items] | |||
Accounts Payable, Interest-bearing, Interest Rate | 8.50% | ||
2015 Convertible Notes [Member] | |||
Schedule of Other Liabilities [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
[1] | (1) Represents the commitment fee ("Commitment Fee") payable to Time Warner in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and CME whereby Time Warner agreed to provide or assist with arranging a loan facility to repay our 5.0% senior convertible notes at maturity in November 2015. The Commitment Fee is payable by November 1, 2019, the maturity date of the 2019 Euro Term Loan, or earlier if the repayment of the 2019 Euro Term Loan is accelerated. The Commitment Fee bears interest at 8.5% per annum and such interest is payable in arrears on each May 1 and November 1, beginning May 1, 2016 and may be paid in cash or in kind, at our election. | ||
[2] | (2) Represents interest on the 2017 PIK Notes and the 2017 Term Loan which was repaid in April 2016 with the proceeds from the 2021 Euro Term Loan and cash on hand. See Note 21, "Subsequent Events". | ||
[3] | (4) Amount represents the Commitment Fee, as well as the Guarantee Fees for which we have made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements". |
FINANCIAL INSTRUMENTS AND FAI67
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) $ in Thousands | 3 Months Ended | |||||||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Feb. 17, 2016contracts | Feb. 11, 2016contracts | Dec. 31, 2015USD ($) | Dec. 03, 2015contracts | Nov. 10, 2015contracts | Nov. 14, 2014contracts | |
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||
Accumulated other comprehensive loss | $ (224,285) | $ (242,409) | ||||||
Unrealized gain / (loss) on derivative instruments (Note 12) | (1,248) | $ (607) | ||||||
Forward Contracts [Member] | ||||||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||||||
Derivative, Number of Instruments Held | contracts | 5 | 1 | 2 | |||||
Interest rate swap [Member] | ||||||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||||||
Derivative, Number of Instruments Held | contracts | 3 | 2 | ||||||
Accumulated other comprehensive loss | (2,668) | $ (1,420) | ||||||
Unrealized gain / (loss) on derivative instruments (Note 12) | (1,551) | |||||||
Fair Value, Inputs, Level 2 [Member] | Forward Contracts [Member] | ||||||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||||||
Currency forward contracts | (14,050) | $ (1,010) | ||||||
Interest Expense [Member] | Interest rate swap [Member] | ||||||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | $ 303 |
FINANCIAL INSTRUMENTS AND FAI68
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Non-Hedge Accounting Activities (Details) $ in Thousands | Mar. 31, 2016USD ($) | Feb. 17, 2016contracts | Feb. 11, 2016contracts | Dec. 03, 2015contracts |
Forward Contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Number of Instruments Held | contracts | 5 | 1 | 2 | |
Forward Contract, Dec 3, 2015, 49,517,000 USD [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 32,698 | |||
Derivative, Fair Value, Net | (1,886) | |||
Forward Contract, Feb 11, 2016, 54,440 USD [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 50,140 | |||
Derivative, Fair Value, Net | (221) | |||
Forward Contract, Feb 17, 2016, 557,000,000 USD [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 557,000 | |||
Derivative, Fair Value, Net | $ (12,410) |
FINANCIAL INSTRUMENTS AND FAI69
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Hedge Accounting Activities (Details) € in Thousands, $ in Thousands | Apr. 05, 2016EUR (€)contracts | Mar. 31, 2016USD ($) | Mar. 31, 2016EUR (€) | Nov. 10, 2015contracts | Nov. 14, 2014contracts |
Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Number of Instruments Held | contracts | 3 | 2 | |||
2018 Euro Term Loan [Member] | Interest Rate Swap, Nov 14, 2014, 250,800,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | € 250,800 | ||||
Derivative, Fair Value, Net | $ | $ (896) | ||||
2019 Euro Term Loan [Member] | Interest Rate Swap, Nov 10, 2015, 235,335,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | € 235,335 | ||||
Derivative, Fair Value, Net | $ | $ (1,772) | ||||
Subsequent Event [Member] | 2021 Euro Term Loan [Member] | Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Number of Instruments Held | contracts | 5 | ||||
Subsequent Event [Member] | 2021 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 468,800,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | € 468,800 | ||||
Subsequent Event [Member] | 2018 Euro Term Loan [Member] | Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Number of Instruments Held | contracts | 4 | ||||
Subsequent Event [Member] | 2018 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 250,800,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | € 250,800 |
CONVERTIBLE REDEEMABLE PREFER70
CONVERTIBLE REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Jun. 25, 2013 | Apr. 30, 2012 | |
Temporary Equity [Line Items] | |||||
Temporary equity | $ 245,708 | $ 241,198 | |||
Temporary Equity, Accretion of Interest | (4,510) | $ (4,141) | |||
Preferred share accretion paid in kind | $ (4,510) | $ (4,141) | |||
Series B Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, shares issued | 200,000 | 200,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 | ||
Sale of stock, price per share | $ 1,000 | ||||
Preferred Stock, Conversion Price | $ 2.42 | ||||
1 - 3 years [Member] | Series B Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, dividend rate, percentage | 7.50% | ||||
4 - 5 years [Member] | Series B Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, dividend rate, percentage | 3.75% | ||||
T W Investor [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible Preferred Stock, Shares Issuable upon Conversion | 101,373,191 | ||||
Ownership percentage, related party | 45.20% | ||||
Minimum [Member] | T W Investor [Member] | Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Ownership percentage, related party | 49.90% |
EQUITY (Details)
EQUITY (Details) | 3 Months Ended | ||||
Mar. 31, 2016vote / sharesshares | Mar. 31, 2015shares | Dec. 31, 2015shares | May. 02, 2014$ / sharesshares | Apr. 30, 2012 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Dividends | 0.00% | ||||
Number of shares of Class B common stock to Class A common stock | 1 | ||||
T W Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Ownership percentage, related party | 45.20% | ||||
Beneficial Ownership Interest Total Voting Power Percentage | 49.40% | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 1 | 1 | |||
Preferred stock, shares outstanding | 1 | 1 | |||
Votes per share | vote / shares | 1 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 200,000 | ||||
Preferred stock, shares outstanding | 200,000 | 200,000 | |||
Convertible preferred stock, estimated common stock issued in future conversion | 103,100,000 | ||||
Class A Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Votes per share | vote / shares | 1 | ||||
Common stock, shares authorized | 440,000,000 | 440,000,000 | |||
Common stock, shares issued | 135,899,778 | 135,804,221 | |||
Class A Common Stock [Member] | T W Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 11,211,449 | 11,211,449 | |||
Class B Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Votes per share | vote / shares | 10 | ||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | |||
Common stock, shares issued | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | |||
Minimum [Member] | Class A Common Stock [Member] | T W Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Ownership percentage, related party | 49.90% | ||||
2018 Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | ||||
2018 Warrants [Member] | Class A Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Outstanding | 114,000,000 | ||||
2018 Warrants [Member] | Class A Common Stock [Member] | Time Warner and TW Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Ownership percentage, related party | 88.50% | ||||
Class of Warrant or Right, Outstanding | 100,926,996 |
RESTRUCTURING COSTS (Details)
RESTRUCTURING COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 0 | $ 643 |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Interest Expense, Debt | $ 32,652 | $ 27,618 |
Amortization of capitalized debt issuance costs | 3,899 | 3,837 |
Amortization of debt issuance discount and premium, net | 12,603 | 8,663 |
Total interest expense | 49,154 | 40,118 |
Interest Paid, Net | 2,600 | 1,300 |
Guarantee Fee [Member] | ||
Interest Expense, Debt | 9,100 | $ 4,800 |
Interest Paid, Net | $ 10,000 |
OTHER NONOPERATING EXPENSE, N74
OTHER NONOPERATING EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 108 | $ 112 |
Foreign currency exchange gain / (loss), net | 15,422 | (11,489) |
Change in fair value of derivatives (Note 11) | (14,050) | (1,010) |
Other expense, net | (64) | (354) |
Total other non-operating income / (expense) | $ 1,416 | $ (12,741) |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation charged | $ 838 | $ 408 |
Amended and Restated Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Authorized | 6,000,000 |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | ||
Number of options: | ||
Outstanding at December 31, 2015 | 1,666,000 | |
Outstanding at March 31, 2016 | 2,077,392 | 1,666,000 |
Vested (shares) | 2,077,392 | |
Exercisable at March 31, 2016 | 66,000 | |
Unrecognized compensation expense | $ 2,578,602 | |
Weighted-Average Exercise Price: | ||
Outstanding at December 31, 2015 | $ 3.53 | |
Outstanding at March 31, 2016 | 3.32 | $ 3.53 |
Vested and expected to vest | 3.32 | |
Exercisable at March 31, 2016 | $ 33.66 | |
Options outstanding, weighted average remaining contractual term | 9 years 14 days | 9 years 25 days |
Options vested, weighted average remaining contractual term | 9 years 14 days | |
Exercisable, weighted average remaining contractual term | 2 months 2 days | |
Options outstanding, aggregate intrinsic value | $ 453,000 | $ 640,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 411,392 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.46 | |
Options vested, aggregate intrinsic value | $ 453,000 | |
Exercisable, aggregate intrinsic value | $ 0 | |
Weighted average period for recognition | 3 years 3 months 27 days | |
Restricted Stock Units (RSUs) [Member] | ||
Number of options: | ||
Unrecognized compensation expense | $ 4,400,000 | |
Weighted-Average Exercise Price: | ||
Weighted average period for recognition | 2 years 8 months 8 days |
STOCK-BASED COMPENSATION Restri
STOCK-BASED COMPENSATION Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Weighted-Average Grant Date Fair Value: | |
Share-based Compensation, Shares Underlying | 1 |
Restricted Stock Units (RSUs) [Member] | |
Number of Shares/Units: | |
Unvested at December 31, 2015 | 2,554,597 |
Granted | 533,356 |
Vested | (95,557) |
Unvested at March 31, 2016 | 2,992,396 |
Weighted-Average Grant Date Fair Value: | |
Unvested at December 31, 2015 | $ / shares | $ 2.72 |
Granted | $ / shares | 2.46 |
Vested | $ / shares | 3.24 |
Unvested at March 31, 2016 | $ / shares | $ 2.65 |
Intrinsic value of unvested RSUs | $ | $ 7.6 |
Unrecognized compensation expense | $ | $ 4.4 |
Weighted average period for recognition | 2 years 8 months 8 days |
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 1 year |
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 4 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
(Loss) / income from continuing operations before income from investment in subsidiaries | $ (40,694) | $ (70,243) | ||
Net loss attributable to noncontrolling interests | 259 | 257 | ||
Preferred share accretion paid in kind | (4,510) | (4,141) | ||
Income Loss From Continuing Operations Available to Common Shareholders, Net of Noncontrolling Interest, Basic | (44,945) | (74,127) | ||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | (3,288) | ||
Net Income (Loss) Available to Common Stockholders, Basic | (44,945) | (77,415) | ||
Net loss attributable to CME Ltd. available to common shareholders - Diluted | $ (44,945) | $ (77,415) | ||
Weighted average outstanding shares of common stock - basic (in shares) | [1] | 147,078,000 | 146,606,000 | |
Dilutive effect of employee stock options and RSUs (in shares) | 0 | 0 | ||
Weighted average outstanding shares of common stock - diluted (in shares) | 147,078,000 | 146,606,000 | ||
Net loss per share: | ||||
Continuing operations attributable to CME Ltd. - Basic | $ (0.31) | $ (0.51) | ||
Continuing operations attributable to CME Ltd. - Diluted | (0.31) | (0.51) | ||
Discontinued operations attributable to CME Ltd. - Basic | 0 | (0.02) | ||
Discontinued operations attributable to CME Ltd. - Diluted | 0 | (0.02) | ||
Net loss attributable to CME Ltd. – Basic | (0.31) | (0.53) | ||
Net loss attributable to CME Ltd. – Diluted | $ (0.31) | $ (0.53) | ||
Antidilutive securities excluded from computation of earnings per share | 3,122,121 | 3,221,575 | ||
Series B Preferred Stock [Member] | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 0 | ||
Common Class A [Member] | T W Investor [Member] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 11,211,449 | 11,211,449 | ||
[1] | For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. |
SEGMENT DATA Net Revenue and OI
SEGMENT DATA Net Revenue and OIBDA (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)operating_segment | Mar. 31, 2015USD ($) | ||
Segment Reporting Information [Line Items] | |||
Net revenues | $ 129,000 | $ 126,133 | |
OIBDA | 17,108 | 11,448 | |
BULGARIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 15,859 | 16,784 | |
OIBDA | 1,069 | 2,198 | |
CROATIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 11,645 | 11,993 | |
OIBDA | 1,401 | 1,862 | |
CZECH REPUBLIC [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 38,608 | 34,965 | |
OIBDA | 10,074 | 10,091 | |
ROMANIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 32,370 | 33,522 | |
OIBDA | 9,462 | 3,361 | |
SLOVAK REPUBLIC [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 19,062 | 17,538 | |
OIBDA | 2,393 | (145) | |
SLOVENIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 11,653 | 11,480 | |
OIBDA | (708) | 360 | |
Intersegment Revenues [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | [1] | (197) | (149) |
Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
OIBDA | $ (6) | (50) | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | operating_segment | 6 | ||
OIBDA | $ 23,685 | 17,677 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
OIBDA | $ (6,577) | $ (6,229) | |
[1] | (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. |
SEGMENT DATA Reconciliation (De
SEGMENT DATA Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Segment Reporting [Abstract] | |||
Total OIBDA | $ 17,108 | $ 11,448 | |
Depreciation of property, plant and equipment | (7,285) | (7,001) | |
Amortization of broadcast licenses and other intangibles | (2,060) | (3,499) | |
Operating income | 7,763 | (17,239) | |
Interest income | 108 | 112 | |
Interest expense | (49,154) | (40,118) | |
Total other non-operating income / (expense) | 1,416 | (12,741) | |
Foreign currency exchange loss, net | 15,422 | (11,489) | |
Change in fair value of derivatives (Note 11) | (14,050) | (1,010) | |
Loss before tax | (39,975) | (70,098) | |
Other Items | [1] | $ 0 | $ (18,187) |
[1] | Other items for the three months ended March 31, 2015 consists solely of a charge related to a tax audit of Pro TV in Romania which was subsequently reversed in the third quarter of 2015. |
SEGMENT DATA Total Assets (Deta
SEGMENT DATA Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 1,494,798 | $ 1,440,417 |
BULGARIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 134,293 | 134,418 | |
CROATIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 54,592 | 52,306 | |
CZECH REPUBLIC [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 738,334 | 746,269 | |
ROMANIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 266,944 | 261,984 | |
SLOVAK REPUBLIC [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 124,258 | 121,122 | |
SLOVENIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 74,618 | 70,911 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | [1] | 1,393,039 | 1,387,010 |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 101,759 | $ 53,407 | |
[1] | Segment assets exclude any intercompany balances. |
SEGMENT DATA Capital Expenditur
SEGMENT DATA Capital Expenditure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 6,076 | $ 7,481 |
BULGARIA [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 182 | 699 |
CROATIA [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 277 | 528 |
CZECH REPUBLIC [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 1,551 | 2,496 |
ROMANIA [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 1,729 | 720 |
SLOVAK REPUBLIC [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 533 | 1,146 |
SLOVENIA [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 1,260 | 934 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 5,532 | 6,523 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 544 | $ 958 |
SEGMENT DATA Long Lived Assets
SEGMENT DATA Long Lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 111,748 | [1] | $ 108,522 | [1] | $ 99,794 | $ 114,335 | |
BULGARIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 5,672 | 5,602 | ||||
CROATIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 5,433 | 5,497 | ||||
CZECH REPUBLIC [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 40,500 | 39,907 | ||||
ROMANIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 22,489 | 20,873 | ||||
SLOVAK REPUBLIC [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 16,190 | 15,606 | ||||
SLOVENIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 15,260 | 15,082 | ||||
Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 105,544 | 102,567 | ||||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | $ 6,204 | $ 5,955 | ||||
[1] | Reflects property, plant and equipment. |
SEGMENT DATA Revenue by Type (D
SEGMENT DATA Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting [Abstract] | ||
Television advertising | $ 104,171 | $ 101,615 |
Carriage fees and subscriptions | 19,209 | 18,778 |
Other | 5,620 | 5,740 |
Total net revenues | $ 129,000 | $ 126,133 |
COMMITMENTS AND CONTINGENCIES O
COMMITMENTS AND CONTINGENCIES Operating Lease Payments (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,015 | $ 2,833 |
2,016 | 2,410 |
2,017 | 1,617 |
2,018 | 714 |
2,019 | 393 |
2021 and thereafter | 1,369 |
Total | $ 9,336 |
COMMITMENTS AND CONTINGENCIES P
COMMITMENTS AND CONTINGENCIES Programming Rights Agreements and Other Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Programming purchase obligations [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
2,015 | $ 41,554 | |
2,016 | 35,450 | |
2,017 | 27,980 | |
2,018 | 15,833 | |
2,019 | 4,766 | |
2020 and thereafter | 3,392 | |
Total | 128,975 | $ 144,900 |
Digital transmission obligations [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
2,015 | 21,717 | |
2,016 | 7,725 | |
2,017 | 4,710 | |
2,018 | 10,467 | |
2,019 | 350 | |
2020 and thereafter | 398 | |
Total | 45,367 | |
Capital Addition Purchase Commitments [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
2,015 | 947 | |
2,016 | 0 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2020 and thereafter | 0 | |
Total | $ 947 |
COMMITMENTS AND CONTINGENCIES87
COMMITMENTS AND CONTINGENCIES Other (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
BULGARIA [Member] | |
Percentage owned by Parent | 94.00% |
BULGARIA [Member] | Scenario, Adjustment [Member] | |
Percentage owned by Parent | 90.00% |
Dividends Restrictions [Member] | Minimum [Member] | |
Dividends Reserve Requirement Restriction Portion Of Annual Net Profits | 5.00% |
Dividends Reserve Requirement Restriction Portion Of Registered Company Capital | 5.00% |
Dividends Restrictions [Member] | Maximum [Member] | |
Dividends Reserve Requirement Restriction Portion Of Registered Company Capital | 25.00% |
Dividends Reserve Requirements (less than 25%) | 25.00% |
Other commitments [Member] | |
Unrecorded Unconditional Purchase Obligation, Due in Next Twelve Months | $ 21,717 |
Unrecorded Unconditional Purchase Obligation, Due within Two Years | 7,725 |
Unrecorded Unconditional Purchase Obligation, Due within Three Years | 4,710 |
Unrecorded Unconditional Purchase Obligation, Due within Four Years | 10,467 |
Unrecorded Unconditional Purchase Obligation, Due within Five Years | 350 |
2020 and thereafter | 398 |
Unrecorded Unconditional Purchase Obligation | $ 45,367 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | ||||
Programming liabilities | $ 13,950 | $ 14,583 | ||
Other accounts payable and accrued liabilities | 84 | 53 | ||
Accrued interest payable | 16,823 | 477 | ||
Other non-current liabilities | $ 65,052 | 65,749 | ||
Time Warner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage, related party | 49.40% | |||
Purchases of programming | $ 6,696 | $ 2,299 | ||
Sales | 0 | 22 | ||
Interest expense | 41,505 | $ 29,166 | ||
Programming liabilities | 13,950 | 14,583 | ||
Long-term debt and other financing arrangements | [1],[2] | 335,813 | 324,979 | |
Accrued interest payable | [2],[3] | 38,038 | 5,781 | |
Other non-current liabilities | [4] | 16,611 | 31,895 | |
Accounts Payable [Member] | Time Warner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other accounts payable and accrued liabilities | $ 84 | $ 53 | ||
[1] | Amount represents the principal amount outstanding of the 2017 PIK Notes held by Time Warner and the amounts outstanding on the 2017 Term Loan and 2021 Revolving Credit Facility, if drawn, less respective issuance discounts and debt issuance costs, including interest for which we made an election to pay in kind. | |||
[2] | On April 7, 2016, we drew the 2021 Euro Term Loan and applied the proceeds, together with cash on hand, towards the repayment of the 2017 Term Loan plus accrued interest and the redemption and discharge of the 2017 PIK Notes plus accrued interest. See Note 21, "Subsequent Events". | |||
[3] | (3) Amount represents the accrued interest on the principal amount of the outstanding 2017 PIK Notes held by Time Warner, which is payable in kind in arrears until November 15, 2015, and on the outstanding balance of the 2017 Term Loan and the 2021 Revolving Credit Facility, if drawn. | |||
[4] | (4) Amount represents the Commitment Fee, as well as the Guarantee Fees for which we have made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements". |
Subsequent events (Details)
Subsequent events (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2015 | |
Subsequent Event [Line Items] | |||
Gains (Losses) on Extinguishment of Debt | $ (150,000,000) | ||
2021 Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | ||
2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | ||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||
Financial Covenant, Net Leverage | 5 | ||
Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Financial Covenant, Net Leverage | 7 | ||
Maximum [Member] | 2021 Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |
Financial Covenant, Net Leverage | 7 |