Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 21, 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 | 142,799,769 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Current assets | |||
Cash and cash equivalents | $ 64,229 | $ 61,679 | |
Accounts receivable, net (Note 6) | 138,567 | 167,427 | |
Program rights, net (Note 5) | 98,604 | 85,972 | |
Other current assets (Note 7) | 31,327 | 43,206 | |
Total current assets | 332,727 | 358,284 | |
Non-current assets | |||
Property, plant and equipment, net (Note 8) | [1] | 109,424 | 108,522 |
Program rights, net (Note 5) | 193,678 | 169,073 | |
Goodwill (Note 3) | 639,073 | 622,243 | |
Broadcast licenses and other intangible assets, net (Note 3) | 148,989 | 151,162 | |
Other non-current assets (Note 7) | 20,345 | 31,133 | |
Total non-current assets | 1,111,509 | 1,082,133 | |
Total assets | [2] | 1,444,236 | 1,440,417 |
Current liabilities | |||
Accounts payable and accrued liabilities (Note 9) | 172,110 | 134,705 | |
Current portion of long-term debt and other financing arrangements (Note 4) | 1,258 | 1,155 | |
Other current liabilities (Note 10) | 23,210 | 10,448 | |
Total current liabilities | 196,578 | 146,308 | |
Non-current liabilities | |||
Long-term debt and other financing arrangements (Note 4) | 1,059,670 | 908,521 | |
Other non-current liabilities (Note 10) | 51,820 | 65,749 | |
Total non-current liabilities | 1,111,490 | 974,270 | |
Commitments and contingencies (Note 19) | |||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2015 - 200,000) (Note 12) | 252,512 | 241,198 | |
CME Ltd. shareholders’ equity (Note 13): | |||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2015 – one) | 0 | 0 | |
Additional paid-in capital | 1,910,620 | 1,914,050 | |
Accumulated deficit | (1,806,624) | (1,605,245) | |
Accumulated other comprehensive loss | (232,545) | (242,409) | |
Total CME Ltd. shareholders’ (deficit) / equity | (117,157) | 77,260 | |
Noncontrolling interests | 813 | 1,381 | |
Total (deficit) / equity | (116,344) | 78,641 | |
Total liabilities and equity | 1,444,236 | 1,440,417 | |
Class A Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 13): | |||
Common stock | 11,392 | 10,864 | |
Class B Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 13): | |||
Common stock | $ 0 | $ 0 | |
[1] | 1) Reflects property, plant and equipment. | ||
[2] | (1) Segment assets exclude any intercompany balances. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
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 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 1 | 1 |
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
Class A Common Stock [Member] | ||
Common stock, shares issued (in shares) | 142,398,021 | 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 / LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Income Statement [Abstract] | |||||
Net revenues | $ 126,706 | $ 117,322 | $ 430,912 | $ 410,289 | |
Operating expenses: | |||||
Content costs | 64,487 | 58,983 | 213,747 | 203,710 | |
Other operating costs | 17,024 | 17,180 | 51,417 | 51,640 | |
Depreciation of property, plant and equipment | 7,557 | 6,974 | 22,469 | 20,911 | |
Amortization of broadcast licenses and other intangibles | 2,073 | 2,695 | 6,247 | 9,628 | |
Cost of revenues | 91,141 | 85,832 | 293,880 | 285,889 | |
Selling, general and administrative expenses | 27,181 | 2,403 | 76,994 | 75,016 | |
Restructuring costs | 0 | 234 | 0 | 1,329 | |
Operating income | 8,384 | 28,853 | 60,038 | 48,055 | |
Interest expense (Note 14) | (27,636) | (43,998) | (106,335) | (125,862) | |
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (150,158) | 0 | |
Total other non-operating income / (expense) | 387 | (6,477) | 1,636 | (22,122) | |
(Loss) / income from continuing operations before tax and income from investment in subsidiaries | (18,865) | (21,622) | (194,819) | (99,929) | |
(Provision) / credit for income taxes | (958) | 112 | (6,947) | (3,493) | |
Loss from continuing operations | (19,823) | (21,510) | (201,766) | (103,422) | |
Loss from discontinued operations, net of tax | 0 | (265) | 0 | (869) | |
Net loss | (19,823) | (21,775) | (201,766) | (104,291) | |
Net loss attributable to noncontrolling interests | 196 | 253 | 387 | 817 | |
Net (loss) / income attributable to CME Ltd. | (19,627) | (21,522) | (201,379) | (103,474) | |
Currency translation adjustment | 7,262 | 5,546 | 15,264 | (58,637) | |
Unrealized loss on derivative instruments (Note 11) | (1,360) | (522) | (5,581) | (596) | |
Total other comprehensive income / (loss) | 5,902 | 5,024 | 9,683 | (59,233) | |
Comprehensive loss | (13,921) | (16,751) | (192,083) | (163,524) | |
Comprehensive loss attributable to noncontrolling interests | 232 | 316 | 568 | 106 | |
Comprehensive loss attributable to CME Ltd. | $ (13,689) | $ (16,435) | $ (191,515) | $ (163,418) | |
Net (loss) / income per share: | |||||
Continuing operations attributable to CME Ltd. - Basic | $ (0.14) | $ (0.17) | $ (1.42) | $ (0.79) | |
Continuing operations attributable to CME Ltd. - Diluted | (0.14) | (0.17) | (1.42) | (0.79) | |
Discontinued operations attributable to CME Ltd. - Basic | 0 | (0.01) | 0 | 0 | |
Discontinued operations attributable to CME Ltd. - Diluted | 0 | (0.01) | 0 | 0 | |
Net loss attributable to CME Ltd. – Basic | (0.14) | (0.18) | (1.42) | (0.79) | |
Net loss attributable to CME Ltd. – Diluted | $ (0.14) | $ (0.18) | $ (1.42) | $ (0.79) | |
Weighted average common shares used in computing per share amounts (000’s): | |||||
Basic (in shares) | [1] | 153,494 | 147,054 | 149,898 | 146,803 |
Diluted (in shares) | 153,494 | 147,054 | 149,898 | 146,803 | |
[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 - 9 months ended Sep. 30, 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] | Warrant [Member]Common Stock [Member] | 2018 Warrants [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 | 2,465 | 2,465 | |||||||||
Shares issuance, stock-based compensation (in shares) | 646,790 | ||||||||||
Shares issuance, stock-based compensation | 0 | $ 52 | |||||||||
Number of Warrants Exercised | 5,947,010 | ||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 476 | ||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 5,947 | 5,471 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | (52) | ||||||||||
Preferred dividend paid-in-kind | (11,314) | (11,314) | |||||||||
Net loss | (201,766) | (201,379) | (387) | ||||||||
Unrealized loss on derivative instruments (Note 11) | (5,581) | (5,581) | |||||||||
Currency translation adjustment | 15,264 | 15,445 | |||||||||
Currency translation adjustment | 15,264 | (181) | |||||||||
BALANCE at Sep. 30, 2016 | $ (116,344) | $ 1,910,620 | $ (1,806,624) | $ (232,545) | $ 813 | $ 0 | $ 11,392 | $ 0 | |||
BALANCE (in shares) at Sep. 30, 2016 | 1 | ||||||||||
BALANCE (in shares) at Sep. 30, 2016 | 142,398,021 | 0 | 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (201,766) | $ (104,291) |
Adjustments to reconcile net loss to net cash generated from continuing operating activities: | ||
Loss from discontinued operations, net of tax | 0 | 869 |
Amortization of program rights | 213,747 | 203,710 |
Depreciation and other amortization | 49,359 | 72,150 |
Interest and related Guarantee Fees paid in kind | 22,257 | 43,681 |
Loss on extinguishment of debt (Note 4) | 150,158 | 0 |
(Gain) / loss on disposal of fixed assets | (68) | 6,914 |
Deferred income taxes | 6,859 | 2,690 |
Stock-based compensation (Note 16) | 2,465 | 1,549 |
Change in fair value of derivatives | 11,722 | 3,571 |
Foreign currency exchange gain, net | (13,774) | (717) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 32,411 | 39,347 |
Accounts payable and accrued liabilities | (5,952) | (5,061) |
Program rights | (229,107) | (219,104) |
Other assets and liabilities | (1,075) | (8,478) |
Accrued interest | (5,507) | 29,455 |
Income taxes payable | (257) | (304) |
Deferred revenue | 13,083 | 15,688 |
VAT and other taxes payable | (1,991) | (2,584) |
Net cash generated from continuing operating activities | 42,564 | 79,085 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (19,847) | (26,344) |
Disposal of property, plant and equipment | 113 | 125 |
Net cash used in continuing investing activities | (19,734) | (26,219) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt | 533,963 | 0 |
Repayment of debt | (540,699) | 0 |
Debt transactions costs | (9,541) | (627) |
Payment of credit facilities and capital leases | (959) | (27,037) |
Settlement of forward currency swaps | (12,106) | 0 |
Proceeds from exercise of warrants | 5,947 | 0 |
Net cash used in continuing financing activities | (23,395) | (27,664) |
Net cash used in discontinued operations - operating activities | 0 | (2,872) |
Net cash provided by discontinued operations - investing activities | 705 | 6,959 |
Net cash used in discontinued operations - financing activities | 0 | (76) |
Impact of exchange rate fluctuations on cash and cash equivalents | 2,410 | (1,730) |
Net increase in cash and cash equivalents | 2,550 | 27,483 |
CASH AND CASH EQUIVALENTS, beginning of period | 61,679 | 34,298 |
CASH AND CASH EQUIVALENTS, end of period | 64,229 | 61,781 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid, Net | 40,877 | 10,712 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accretion on Series B Convertible Redeemable Preferred Stock | 11,314 | 12,796 |
Guarantee Fee [Member] | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid, Net | $ 27,502 | $ 0 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Intangibles Historically, we have assessed the carrying amount of our goodwill and other indefinite-lived intangibles for impairment annually as of December 31, or more frequently if events or changes in circumstances indicate that such carrying amount may not be recoverable. During the third quarter of 2016, we elected to change the date of our assessment for all of our reporting units from December 31 to October 1. We believe this change will more closely align the assessment with our long- and short-range business planning and forecasting process. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. We have not yet completed our assessment as of October 1, 2016. |
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 in April 2016, CME Ltd.'s income and expenses are primarily denominated in Euro. It is anticipated that CME Ltd.'s cash flows will primarily be in Euro. Accordingly, management has determined that CME Ltd.'s functional currency is the Euro with effect from April 1, 2016. As a result of this change, we recognized US$ 4.2 million of currency translation adjustment in the second quarter of 2016 due to the translation of non-monetary assets into Euro as of the date of the change. 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. Goodwill and Intangibles Historically, we have assessed the carrying amount of our goodwill and other indefinite-lived intangibles for impairment annually as of December 31, or more frequently if events or changes in circumstances indicate that such carrying amount may not be recoverable. During the third quarter of 2016, we elected to change the date of our assessment for all of our reporting units from December 31 to October 1. We believe this change will more closely align the assessment with our long- and short-range business planning and forecasting process. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. We have not yet completed our assessment as of October 1, 2016. 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. In the third quarter of 2016, we adopted the FASB guidance issued in March 2016 intended to simplify accounting for share-based payment transactions, specifically with regard to accounting for forfeitures, income taxes, the classification as either equity or liabilities and the presentation in the statement of cash flows. We have made a policy election to account for forfeitures as they occur. The cumulative-effect adjustment to equity as a result of adopting this guidance was not material. The adoption of this guidance did not have any other material impacts on our condensed consolidated financial statements or disclosures. 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. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 3. GOODWILL AND INTANGIBLE ASSETS Goodwill: Goodwill by reporting unit as at September 30, 2016 and December 31, 2015 was 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 596 24 11,961 3,048 1,201 — 16,830 Balance, September 30, 2016 28,322 575 483,907 77,463 48,806 — 639,073 Accumulated impairment losses (144,639 ) (10,454 ) (287,545 ) (11,028 ) — (19,400 ) (473,066 ) Gross Balance, September 30, 2016 $ 172,961 $ 11,029 $ 771,452 $ 88,491 $ 48,806 $ 19,400 $ 1,112,139 Broadcast licenses and other intangible assets: The gross value and accumulated amortization of broadcast licenses and other intangible assets was as follows as at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 85,439 $ — $ 85,439 $ 83,188 $ — $ 83,188 Amortized: Broadcast licenses 196,641 (136,200 ) 60,441 191,860 (127,613 ) 64,247 Trademarks 636 (636 ) — 614 (614 ) — Customer relationships 54,617 (51,856 ) 2,761 53,120 (49,672 ) 3,448 Other 1,612 (1,264 ) 348 2,138 (1,859 ) 279 Total $ 338,945 $ (189,956 ) $ 148,989 $ 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 | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary September 30, 2016 December 31, 2015 Long-term debt $ 1,057,442 $ 906,028 Other credit facilities and capital leases 3,486 3,648 Total long-term debt and other financing arrangements 1,060,928 909,676 Less: current maturities (1,258 ) (1,155 ) Total non-current long-term debt and other financing arrangements $ 1,059,670 $ 908,521 Financing Transactions On April 7, 2016, we drew the EUR 468.8 million (approximately US$ 534.0 million as at the transaction date) 2021 Euro Term Loan in full, 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 US$ 1.5 million of accrued and unpaid interest thereon, 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 US$ 26.6 million of accrued and unpaid interest thereon. Also on April 7, 2016, we extended the maturity date of the 2018 Euro Term Loan by one year to November 1, 2018. In addition, we 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). The modifications of the 2018 Euro Term Loan and the 2019 Euro Term Loan were accounted for in the same manner as a debt extinguishment. As a result of the above transactions, we recognized a loss on extinguishment of debt of US$ 150.2 million in the second quarter of 2016. During the nine months ended September 30, 2016 we paid US$ 27.5 million of accrued Guarantee Fees (as defined below) related to the 2018 Euro Term Loan for which we had previously made an election to pay in kind. The accrued Guarantee Fee payments are presented as cash outflows from operating activities in our condensed consolidated statements of cash flows. Overview Total long-term debt and credit facilities comprised the following at September 30, 2016 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2018 Euro Term Loan $ 279,918 $ (764 ) $ 279,154 2019 Euro Term Loan 262,658 (545 ) 262,113 2021 Euro Term Loan 523,228 (7,053 ) 516,175 2021 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 1,065,804 $ (8,362 ) $ 1,057,442 (1) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. 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. Long-term Debt Our long-term debt comprised the following at September 30, 2016 and December 31, 2015 : Carrying Amount September 30, 2016 December 31, 2015 2017 PIK Notes $ — $ 359,789 2017 Term Loan — 27,592 2018 Euro Term Loan 279,154 272,189 2019 Euro Term Loan 262,113 246,458 2021 Euro Term Loan 516,175 — $ 1,057,442 $ 906,028 2018 Euro Term Loan As at September 30, 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$ 279.9 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 1.1% and 1.9% depending on the credit rating of Time Warner Inc. ("Time Warner"). As at September 30, 2016 , the all-in borrowing rate on amounts outstanding under the 2018 Euro Term Loan was 8.5% (the components of which are shown in the table below under the heading "Interest Rate Summary"). Interest on the 2018 Euro Term Loan is payable quarterly in arrears on each March 12, June 12, September 12 and December 12. 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 the 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 our 100% owned subsidiary CME Media Enterprises B.V. ("CME BV") and by Time Warner and certain of its subsidiaries. The fair values of the 2018 Euro Term Loan of US$ 236.2 million and US$ 273.0 million as at September 30, 2016 and December 31, 2015, respectively, were determined based on comparable instruments that trade in active markets. 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 2018 Euro Term Loan, and as such are not required to be accounted for separately. 2019 Euro Term Loan As at September 30, 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$ 262.7 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 1.1% and 1.9% depending on the credit rating of Time Warner. As at September 30, 2016 , the all-in borrowing rate on amounts outstanding under the 2019 Euro Term Loan was 8.5% (the components of which are shown in the table below under the heading "Interest Rate Summary"). Interest on the 2019 Euro Term Loan is payable quarterly in arrears on each February 13, May 13, August 13 and November 13. The 2019 Euro Term Loan matures on November 1, 2019 and may currently be prepaid at our option, in whole or in part, 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 values of the 2019 Euro Term Loan of US$ 204.2 million and US$ 256.2 million as at September 30, 2016 and December 31, 2015, respectively, were determined based on comparable instruments that trade in active markets, plus an applicable spread. 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 2019 Euro Term Loan, and as such are not required to be accounted for separately. 2021 Euro Term Loan As at September 30, 2016 , the principal amount of our floating rate senior unsecured term credit facility (the "2021 Euro Term Loan") outstanding was EUR 468.8 million (approximately US$ 523.2 million ). 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 1.1% and 1.9% depending on the credit rating of Time Warner. The all-in borrowing rate including the Guarantee Fee ranges from 10.5% (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). As at September 30, 2016 , the all-in borrowing rate on amounts outstanding under the 2021 Euro Term Loan was 10.0% (the components of which are shown in the table below under the heading "Interest Rate Summary"). Interest on the 2021 Euro Term Loan is payable quarterly in arrears on each April 7, July 7, October 7 and January 7. 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 the 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. The fair value of the 2021 Euro Term Loan of US$ 366.1 million as at September 30, 2016 was determined based on comparable instruments that trade in active markets, plus an applicable spread. 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 2021 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2021 Euro Term Loan, 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 (collectively, 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 both our 100% owned subsidiary Central European Media Enterprises N.V. ("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 pay 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 and nine months ended September 30, 2016 and 2015 , we recognized US$ 20.4 million and US$ 49.3 million and US$ 4.8 million and US$ 14.4 million , respectively, 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 with the first 5.0% (including the base rate and the rate paid pursuant to the hedging arrangements) paid in cash and the remainder payable at our election in cash or in kind. 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 2018 Euro Term Loan 1.50 % 0.21 % (1) 6.79 % 8.50 % 2019 Euro Term Loan 1.50 % 0.31 % 6.69 % 8.50 % 2021 Euro Term Loan 1.50 % 0.28 % 8.22 % (2) 10.00 % (2) 2021 Revolving Credit Facility (3) 10.00 % — — 10.00 % (1) 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 the all-in borrowing rate remains 8.50% . (2) As at September 30, 2016 . With effect from October 27, 2016 the guarantee fee rate and the all-in borrowing rate will decrease to 7.22% and 9.00% , respectively. (3) As at September 30, 2016 , the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn. 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 September 30, 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% , with the first 5.0% paid in cash and the remainder payable at our election in cash or in kind by adding such accrued interest to the applicable principal amount outstanding under the 2021 Revolving Credit Facility. 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 September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Credit facilities (1) – (3) $ — $ — Capital leases 3,486 3,648 Total credit facilities and capital leases 3,486 3,648 Less: current maturities (1,258 ) (1,155 ) Total non-current credit facilities and capital leases $ 2,228 $ 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 September 30, 2016 , we had deposits of US$ 28.7 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 September 30, 2016 and December 31, 2015 , there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.0 million ) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility, up to CZK 800.0 million (approximately US$ 33.0 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 September 30, 2016 , there were RON 83.8 million (approximately US$ 21.0 million ) of receivables factored under a 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 from the date the receivables are factored to the due date of the factored receivable. As at September 30, 2016 , there were no receivables factored under a RON 20.0 million (approximately US$ 5.0 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 from the date the receivables are factored to the earlier of the date the factored receivable is collected or 210 days from the factored receivable's due date. Total Group At September 30, 2016 , the maturity of our long-term debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: 2016 $ — 2017 — 2018 279,918 2019 262,658 2020 — 2021 and thereafter 523,228 Total long-term debt and credit facilities 1,065,804 Debt issuance costs (8,362 ) Carrying amount of long-term debt and credit facilities $ 1,057,442 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 September 30, 2016 : 2016 $ 353 2017 1,304 2018 1,034 2019 699 2020 196 2021 and thereafter 6 Total undiscounted payments 3,592 Less: amount representing interest (106 ) Present value of net minimum lease payments $ 3,486 |
PROGRAM RIGHTS
PROGRAM RIGHTS | 9 Months Ended |
Sep. 30, 2016 | |
PROGRAM RIGHTS [Abstract] | |
PROGRAM RIGHTS | 5. PROGRAM RIGHTS Program rights comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Program rights: Acquired program rights, net of amortization $ 200,464 $ 179,632 Less: current portion of acquired program rights (98,604 ) (85,972 ) Total non-current acquired program rights 101,860 93,660 Produced program rights – Feature Films: Released, net of amortization 1,152 1,298 Produced program rights – Television Programs: Released, net of amortization 59,384 56,125 Completed and not released 1,606 3,500 In production 29,005 13,783 Development and pre-production 671 707 Total produced program rights 91,818 75,413 Total non-current acquired program rights and produced program rights $ 193,678 $ 169,073 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE | 6. ACCOUNTS RECEIVABLE Accounts receivable comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Unrelated customers $ 147,499 $ 176,628 Less: allowance for bad debts and credit notes (8,932 ) (9,201 ) Total accounts receivable $ 138,567 $ 167,427 |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Other Assets [Abstract] | |
OTHER ASSETS | 7. OTHER ASSETS Other current and non-current assets comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Current: Prepaid acquired programming $ 19,843 $ 22,761 Other prepaid expenses 7,993 6,941 Deferred tax — 10,425 VAT recoverable 682 733 Income taxes recoverable 276 249 Other 2,533 2,097 Total other current assets $ 31,327 $ 43,206 September 30, 2016 December 31, 2015 Non-current: Capitalized debt costs $ 16,866 $ 27,060 Deferred tax 224 124 Other 3,255 3,949 Total other non-current assets $ 20,345 $ 31,133 Capitalized debt costs are being amortized over the term of the related debt instruments using the straight-line method, which approximates the effective interest method. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 8. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Land and buildings $ 95,153 $ 92,237 Machinery, fixtures and equipment 180,244 164,503 Other equipment 29,469 32,314 Software licenses 61,019 55,656 Construction in progress 1,525 3,001 Total cost 367,410 347,711 Less: accumulated depreciation (257,986 ) (239,189 ) Total net book value $ 109,424 $ 108,522 Assets held under capital leases (included in the above) Land and buildings $ 3,901 $ 3,805 Machinery, fixtures and equipment 5,163 4,646 Total cost 9,064 8,451 Less: accumulated depreciation (4,220 ) (3,556 ) Total net book value $ 4,844 $ 4,895 The movement in the net book value of property, plant and equipment during the nine months ended September 30, 2016 and 2015 is comprised of: For the Nine Months Ended September 30, 2016 2015 Opening balance $ 108,522 $ 114,335 Additions 20,266 24,814 Disposals (45 ) (282 ) Depreciation (22,469 ) (20,911 ) Foreign currency movements 3,150 (7,426 ) Other (1) — (1,293 ) Ending balance $ 109,424 $ 109,237 (1) Other is comprised of property, plant and equipment which were classified as assets held for sale in the third quarter of 2015 and subsequently sold in the fourth quarter of 2015. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Accounts payable and accrued expenses $ 54,413 $ 57,042 Related party accounts payable 30 53 Programming liabilities 30,811 24,901 Related party programming liabilities 18,673 14,583 Duties and other taxes payable 11,134 12,856 Accrued staff costs 19,987 20,709 Accrued interest payable 3,096 914 Related party accrued interest payable (1) 31,118 477 Other 2,848 3,170 Total accounts payable and accrued liabilities $ 172,110 $ 134,705 (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements" . |
OTHER LIABILITIES
OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities [Abstract] | |
OTHER LIABILITIES | OTHER LIABILITIES Other current and non-current liabilities comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Current: Deferred revenue $ 21,311 $ 7,546 Derivative liabilities 442 650 Restructuring provision — 458 Legal provision 1,096 1,520 Other 361 274 Total other current liabilities $ 23,210 $ 10,448 September 30, 2016 December 31, 2015 Non-current: Deferred tax $ 22,850 $ 25,990 Related party Commitment Fee payable (1) 9,498 9,240 Related party Guarantee Fee payable (Note 4) 12,409 22,655 Accrued interest — 977 Related party accrued interest — 5,304 Other 7,063 1,583 Total other non-current liabilities $ 51,820 $ 65,749 (1) Represents the commitment fee ("Commitment Fee") payable to Time Warner, including accrued interest, in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and us 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, and may be paid in cash or in kind, at our election. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 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 long-term debt 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 Euro Term Loans. 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 condensed 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 condensed consolidated statements of operations and comprehensive income / loss. For the three and nine months ended September 30, 2016 and 2015 , we did not recognize any charges related to hedge ineffectiveness. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2016 April 5, 2016 5 Interest rate swap € 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan $ (3,817 ) 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 $ (308 ) November 10, 2015 3 Interest rate swap € 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (2,182 ) November 14, 2014 2 Interest rate swap € 250,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (646 ) 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 (7,302 ) Reclassified to interest expense 1,721 BALANCE September 30, 2016 $ (7,001 ) Non-Hedge Accounting Activities The change in fair value of derivatives not designated as hedging instruments comprised the following for the three and nine months ended September 30, 2016 and 2015 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Currency swaps $ (398 ) $ (2,443 ) $ (11,904 ) $ (5,673 ) 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 long-term debt. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2016 February 11, 2016 1 EUR / USD forward $ 17,700 December 21, 2016 USD-denominated operating payments $ 197 December 3, 2015 2 EUR / USD forward $ 10,604 December 21, 2016 USD-denominated operating payments $ (442 ) 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 . As at September 30, 2016 and December 31, 2015 , the carrying value of the Series B Preferred Shares was US$ 252.5 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 September 30, 2016 , the 200,000 shares of Series B preferred stock were convertible into approximately 104.2 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 3.75% , compounded quarterly, from and including June 25, 2016 to but excluding the fifth anniversary of the date of issuance. We have the right to pay cash to the holder in lieu of any further accretion. 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 September 30, 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 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 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. The Series B Preferred Shares are carried on the balance sheet at redemption value. As the Series B Preferred Shares are redeemable, we have accreted changes in the redemption value since issuance. For the three and nine months ended September 30, 2016 and 2015 , we recognized accretion on the Series B Preferred Shares of US$ 2.4 million and US$ 11.3 million ; and US$ 4.4 million and US$ 12.8 million , respectively, with corresponding decreases in additional paid-in capital, net of the effect of foreign exchange. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
EQUITY | 13. EQUITY Preferred Stock 5,000,000 shares of Preferred Stock were authorized as at September 30, 2016 and December 31, 2015 . One share of Series A Convertible Preferred Stock (the "Series A Preferred Share") was issued and outstanding as at September 30, 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 September 30, 2016 and December 31, 2015 (see Note 12, "Convertible Redeemable Preferred Shares" ). As of September 30, 2016 , the 200,000 Series B Preferred Shares were convertible into approximately 104.2 million shares of Class A common stock. 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 September 30, 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 142.4 million and 135.8 million shares of Class A common stock outstanding at September 30, 2016 and December 31, 2015 , respectively, and no shares of Class B common stock outstanding at September 30, 2016 or December 31, 2015 . As at September 30, 2016 , TW Investor owns 43.1% of the outstanding shares of Class A common stock and has a 47.3% voting interest in the Company due to its ownership of the Series A Preferred Share. Warrants On May 2, 2014, we issued 114,000,000 warrants in connection with a rights offering. Each warrant may be exercised from May 2, 2016 until May 2, 2018 and entitles the holder thereof to receive one share of our Class A common stock at an exercise price of US$ 1.00 per share in cash. During 2016 , 5,947,010 warrants were exercised resulting in net proceeds to us of approximately US$ 5.9 million . As at September 30, 2016 , 108,052,990 warrants remain outstanding. Time Warner and TW Investor collectively hold 100,926,996 of these warrants (approximately 93.4% ). The warrants are classified in additional paid-in capital, a component of equity, and are not subject to subsequent revaluation. |
INTEREST EXPENSE
INTEREST EXPENSE | 9 Months Ended |
Sep. 30, 2016 | |
Interest Expense [Abstract] | |
INTEREST EXPENSE | 14. INTEREST EXPENSE Interest expense comprised the following for the three and nine months ended September 30, 2016 and 2015 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Interest on long-term debt and other financing arrangements $ 26,139 $ 28,561 $ 85,692 $ 84,251 Amortization of capitalized debt issuance costs 1,497 3,902 7,698 11,603 Amortization of debt issuance discount — 11,535 12,945 30,008 Total interest expense $ 27,636 $ 43,998 $ 106,335 $ 125,862 We paid cash interest (including mandatory cash-pay Guarantee Fees) of US$ 40.9 million and US$ 10.7 million during the nine months ended September 30, 2016 and 2015 , respectively. In addition, we paid US$ 27.5 million of accrued Guarantee Fees during the nine months ended September 30, 2016 , for which we had previously made an election to pay in kind. |
OTHER NONOPERATING EXPENSE, NET
OTHER NONOPERATING EXPENSE, NET | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Interest income $ 90 $ 109 $ 483 $ 339 Foreign currency exchange gain / (loss), net 630 (568 ) 13,050 (9,768 ) Change in fair value of derivatives (Note 11) (398 ) (2,443 ) (11,904 ) (5,673 ) Other income / (expense), net 65 (3,575 ) 7 (7,020 ) Total other non-operating income / (expense) $ 387 $ (6,477 ) $ 1,636 $ (22,122 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Under our 2015 Stock Incentive Plan (the "2015 Plan"), 6,000,000 shares of Class A common stock are authorized for grants of stock options, restricted stock units ("RSU"), restricted stock and stock appreciation rights to employees and non-employee directors. In addition, any shares available under our 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 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. For the three and nine months ended September 30, 2016 and 2015 , we recognized charges for stock-based compensation of US$ 0.7 million and US$ 2.5 million ; and US$ 0.6 million and US$ 1.5 million , respectively, presented as a component of selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive income / loss. Stock Options A summary of option activity for the nine months ended September 30, 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 Expired (63,000 ) 32.62 Outstanding at September 30, 2016 2,014,392 $ 2.40 8.82 $ 32 Vested and expected to vest 2,014,392 2.40 8.82 32 Exercisable at September 30, 2016 403,000 $ 2.69 8.61 $ 8 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 third quarter of September 30, 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 September 30, 2016 . This amount changes based on the fair value of our Class A common stock. As at September 30, 2016 , there was US$ 2.2 million unrecognized compensation expense related to stock options which is expected to be recognized over a weighted-average period of 2.9 years . Restricted Stock Units Each RSU represents a right to receive one share of Class A common stock according to its vesting conditions. The majority of RSU issued have time-based vesting conditions and vest ratably over one to four years from the date of grant. Vesting of RSU with performance-based vesting conditions ("PRSU") is contingent on the achievement of cumulative OIBDA and unlevered free cash flow targets over a multi-year period. Upon vesting, shares of Class A common stock are issued from authorized but unissued shares. Holders of RSU and PRSU awards are not entitled to receive cash dividend equivalents and are not entitled to vote. The grant date fair values of RSU and PRSU are calculated as the closing price of our Class A common shares on the date of grant. The following table summarizes information about unvested RSU and PRSU as at September 30, 2016 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2015 2,554,597 $ 2.72 Granted 705,166 2.41 Vested (626,126 ) 2.83 Unvested at September 30, 2016 2,633,637 $ 2.61 As at September 30, 2016 , the intrinsic value of unvested RSUs was US$ 6.1 million . Total unrecognized compensation cost related to unvested RSUs as at September 30, 2016 was US$ 3.6 million and is expected to be recognized over a weighted-average period of 2.4 years . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 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 September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Loss from continuing operations $ (19,823 ) $ (21,510 ) $ (201,766 ) $ (103,422 ) Net loss attributable to noncontrolling interests 196 253 387 817 Less: preferred share accretion paid in kind (Note 12) (2,364 ) (4,391 ) (11,314 ) (12,796 ) Loss from continuing operations available to common shareholders, net of noncontrolling interest (21,991 ) (25,648 ) (212,693 ) (115,401 ) Loss from discontinued operations, net of tax — (265 ) — (869 ) Net loss attributable to CME Ltd. available to common shareholders - Basic $ (21,991 ) $ (25,913 ) $ (212,693 ) $ (116,270 ) Effect of dilutive securities Preferred share accretion paid in kind — — — — Net loss attributable to CME Ltd. available to common shareholders - Diluted $ (21,991 ) $ (25,913 ) $ (212,693 ) $ (116,270 ) Weighted average outstanding shares of common stock - Basic (1) 153,494 147,054 149,898 146,803 Dilutive effect of employee stock options and RSUs — — — — Weighted average outstanding shares of common stock - Diluted 153,494 147,054 149,898 146,803 Net loss per share: Continuing operations attributable to CME Ltd. - Basic and diluted $ (0.14 ) $ (0.17 ) $ (1.42 ) $ (0.79 ) Discontinued operations attributable to CME Ltd. - Basic and diluted 0.00 (0.01 ) 0.00 (0.00 ) Net loss attributable to CME Ltd. - Basic and diluted (0.14 ) (0.18 ) (1.42 ) (0.79 ) (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 September 30, 2016 , 107,665,348 warrants, stock options, RSUs and shares underlying the Series B Preferred Shares were antidilutive to income from continuing operations and excluded from the calculation of earnings per share. These instruments may become dilutive in the future. 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 | 9 Months Ended |
Sep. 30, 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 our consolidated results and the performance of our segments based on net revenues and OIBDA (as defined below). We believe OIBDA is useful to investors because it provides a 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 includes amortization and impairment of program rights and is calculated 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. Stock-based compensation and certain other items are not allocated to our segments for purposes of evaluating their performance and therefore are not included in their respective OIBDA. 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 and nine months ended September 30, 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 September 30, 2016 and December 31, 2015 for condensed consolidated balance sheet data. Net revenues: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Bulgaria $ 13,789 $ 14,673 $ 50,103 $ 50,877 Croatia 9,833 9,949 38,037 38,184 Czech Republic 39,031 35,575 128,558 122,671 Romania 36,970 32,005 118,269 109,561 Slovak Republic 17,864 17,223 59,466 54,997 Slovenia 9,555 8,606 37,324 35,149 Intersegment revenues (1) (336 ) (709 ) (845 ) (1,150 ) Total net revenues $ 126,706 $ 117,322 $ 430,912 $ 410,289 (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. OIBDA and reconciliation of OIBDA to condensed consolidated statements of operations and comprehensive income / loss: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Bulgaria $ 1,943 $ 2,223 $ 8,966 $ 8,466 Croatia (516 ) (909 ) 5,386 5,925 Czech Republic 13,180 9,483 46,353 43,812 Romania 12,606 6,953 45,030 25,733 Slovak Republic (383 ) 358 5,168 3,840 Slovenia (746 ) (1,556 ) 170 (233 ) Elimination 11 (225 ) (57 ) (260 ) Total operating segments 26,095 16,327 111,016 87,283 Corporate (8,081 ) (7,974 ) (22,262 ) (20,671 ) Total OIBDA 18,014 8,353 88,754 66,612 Depreciation of property, plant and equipment (7,557 ) (6,974 ) (22,469 ) (20,911 ) Amortization of broadcast licenses and other intangibles (2,073 ) (2,695 ) (6,247 ) (9,628 ) Other items (1) — 30,169 — 11,982 Operating income 8,384 28,853 60,038 48,055 Interest expense (Note 14) (27,636 ) (43,998 ) (106,335 ) (125,862 ) Loss on extinguishment of debt (Note 4) — — (150,158 ) — Non-operating income / (expense), net (Note 15) 387 (6,477 ) 1,636 (22,122 ) Loss before tax $ (18,865 ) $ (21,622 ) $ (194,819 ) $ (99,929 ) (1) Other items for the three and nine months ended September 30, 2015 consists solely of the reversal of charges related to a tax audit of Pro TV in Romania, which were accrued in the fourth quarter of 2014 and in the first quarter of 2015 and fully released in the third quarter of 2015. Total assets (1) : September 30, 2016 December 31, 2015 Bulgaria $ 134,160 $ 134,418 Croatia 52,248 52,306 Czech Republic 724,669 746,269 Romania 292,242 261,984 Slovak Republic 125,566 121,122 Slovenia 71,320 70,911 Total operating segments 1,400,205 1,387,010 Corporate 44,031 53,407 Total assets $ 1,444,236 $ 1,440,417 (1) Segment assets exclude any intercompany balances. Capital expenditures: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Bulgaria $ 1,840 $ 1,614 $ 2,828 $ 3,077 Croatia 305 1,273 1,385 2,208 Czech Republic 1,454 4,415 4,317 8,991 Romania 2,693 2,298 5,027 4,885 Slovak Republic 462 460 1,286 2,207 Slovenia 1,523 927 3,238 2,487 Total operating segments 8,277 10,987 18,081 23,855 Corporate 283 895 1,766 2,489 Total capital expenditures $ 8,560 $ 11,882 $ 19,847 $ 26,344 Long-lived assets (1) : September 30, 2016 December 31, 2015 Bulgaria $ 6,368 $ 5,602 Croatia 5,946 5,497 Czech Republic 37,701 39,907 Romania 23,528 20,873 Slovak Republic 15,328 15,606 Slovenia 15,004 15,082 Total operating segments 103,875 102,567 Corporate 5,549 5,955 Total long-lived assets $ 109,424 $ 108,522 (1) Reflects property, plant and equipment. Consolidated revenue by type: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Television advertising $ 101,287 $ 93,882 $ 354,470 $ 337,054 Carriage fees and subscriptions 19,745 17,731 58,816 54,936 Other 5,674 5,709 17,626 18,299 Total net revenues $ 126,706 $ 117,322 $ 430,912 $ 410,289 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments a) Programming Rights Agreements and Other Commitments At September 30, 2016 , we had total commitments of US$ 139.8 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 $ 26,796 $ 9,199 $ 930 $ 910 2017 46,180 14,289 2,873 — 2018 37,845 5,736 2,190 — 2019 19,641 11,338 977 — 2020 6,946 384 508 — 2021 and thereafter 2,425 395 1,789 — Total $ 139,833 $ 41,341 $ 9,267 $ 910 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 | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS We consider our related parties to be our officers, directors and shareholders who have direct control and/or influence over the Company as well as other parties that can significantly influence management. We have identified transactions with individuals or entities associated with Time Warner, which is represented on our Board of Directors and holds a 47.3% voting interest in CME Ltd. as at September 30, 2016 , as material related party transactions. Time Warner For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Net revenues $ — $ 67 $ — $ 89 Cost of revenues 5,665 3,968 17,111 15,832 Interest expense 22,189 32,238 87,688 91,823 September 30, 2016 December 31, 2015 Programming liabilities $ 18,673 $ 14,583 Other accounts payable and accrued liabilities 30 53 Long-term debt and other financing arrangements — 324,979 Accrued interest payable (1) 31,118 5,781 Other non-current liabilities (2) 21,907 31,895 (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements" . (2) 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" . |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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. In the third quarter of 2016, we adopted the FASB guidance issued in March 2016 intended to simplify accounting for share-based payment transactions, specifically with regard to accounting for forfeitures, income taxes, the classification as either equity or liabilities and the presentation in the statement of cash flows. We have made a policy election to account for forfeitures as they occur. The cumulative-effect adjustment to equity as a result of adopting this guidance was not material. The adoption of this guidance did not have any other material impacts on our condensed consolidated financial statements or disclosures. Functional Currency Following the refinancing of the remaining outstanding dollar-denominated debt with Euro-denominated debt in April 2016, CME Ltd.'s income and expenses are primarily denominated in Euro. It is anticipated that CME Ltd.'s cash flows will primarily be in Euro. Accordingly, management has determined that CME Ltd.'s functional currency is the Euro with effect from April 1, 2016. As a result of this change, we recognized US$ 4.2 million of currency translation adjustment in the second quarter of 2016 due to the translation of non-monetary assets into Euro as of the date of the change. Our reporting currency continues to be the U.S. dollar. |
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. |
FINANCIAL INSTRUMENTS AND FAI28
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Policies) | 9 Months Ended |
Sep. 30, 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 long-term debt 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 Euro Term Loans. 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 condensed 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 condensed consolidated statements of operations and comprehensive income / loss. For the three and nine months ended September 30, 2016 and 2015 , we did not recognize any charges related to hedge ineffectiveness. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2016 April 5, 2016 5 Interest rate swap € 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan $ (3,817 ) 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 $ (308 ) November 10, 2015 3 Interest rate swap € 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (2,182 ) November 14, 2014 2 Interest rate swap € 250,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (646 ) 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 (7,302 ) Reclassified to interest expense 1,721 BALANCE September 30, 2016 $ (7,001 ) Non-Hedge Accounting Activities The change in fair value of derivatives not designated as hedging instruments comprised the following for the three and nine months ended September 30, 2016 and 2015 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Currency swaps $ (398 ) $ (2,443 ) $ (11,904 ) $ (5,673 ) 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 long-term debt. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2016 February 11, 2016 1 EUR / USD forward $ 17,700 December 21, 2016 USD-denominated operating payments $ 197 December 3, 2015 2 EUR / USD forward $ 10,604 December 21, 2016 USD-denominated operating payments $ (442 ) 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) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill by reporting unit as at September 30, 2016 and December 31, 2015 was 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 596 24 11,961 3,048 1,201 — 16,830 Balance, September 30, 2016 28,322 575 483,907 77,463 48,806 — 639,073 Accumulated impairment losses (144,639 ) (10,454 ) (287,545 ) (11,028 ) — (19,400 ) (473,066 ) Gross Balance, September 30, 2016 $ 172,961 $ 11,029 $ 771,452 $ 88,491 $ 48,806 $ 19,400 $ 1,112,139 |
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 September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 85,439 $ — $ 85,439 $ 83,188 $ — $ 83,188 Amortized: Broadcast licenses 196,641 (136,200 ) 60,441 191,860 (127,613 ) 64,247 Trademarks 636 (636 ) — 614 (614 ) — Customer relationships 54,617 (51,856 ) 2,761 53,120 (49,672 ) 3,448 Other 1,612 (1,264 ) 348 2,138 (1,859 ) 279 Total $ 338,945 $ (189,956 ) $ 148,989 $ 330,920 $ (179,758 ) $ 151,162 |
LONG-TERM DEBT AND OTHER FINA30
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Summary September 30, 2016 December 31, 2015 Long-term debt $ 1,057,442 $ 906,028 Other credit facilities and capital leases 3,486 3,648 Total long-term debt and other financing arrangements 1,060,928 909,676 Less: current maturities (1,258 ) (1,155 ) Total non-current long-term debt and other financing arrangements $ 1,059,670 $ 908,521 |
Schedule of Long-term Debt Instruments | Total long-term debt and credit facilities comprised the following at September 30, 2016 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2018 Euro Term Loan $ 279,918 $ (764 ) $ 279,154 2019 Euro Term Loan 262,658 (545 ) 262,113 2021 Euro Term Loan 523,228 (7,053 ) 516,175 2021 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 1,065,804 $ (8,362 ) $ 1,057,442 (1) |
Schedule of Senior Debt | Long-term Debt Our long-term debt comprised the following at September 30, 2016 and December 31, 2015 : Carrying Amount September 30, 2016 December 31, 2015 2017 PIK Notes $ — $ 359,789 2017 Term Loan — 27,592 2018 Euro Term Loan 279,154 272,189 2019 Euro Term Loan 262,113 246,458 2021 Euro Term Loan 516,175 — $ 1,057,442 $ 906,028 |
Schedule of Interest Rate Summary | Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2018 Euro Term Loan 1.50 % 0.21 % (1) 6.79 % 8.50 % 2019 Euro Term Loan 1.50 % 0.31 % 6.69 % 8.50 % 2021 Euro Term Loan 1.50 % 0.28 % 8.22 % (2) 10.00 % (2) 2021 Revolving Credit Facility (3) 10.00 % — — 10.00 % (1) 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 the all-in borrowing rate remains 8.50% . |
Credit Facilities And Capital Lease Obligations | Other credit facilities and capital lease obligations comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Credit facilities (1) – (3) $ — $ — Capital leases 3,486 3,648 Total credit facilities and capital leases 3,486 3,648 Less: current maturities (1,258 ) (1,155 ) Total non-current credit facilities and capital leases $ 2,228 $ 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 September 30, 2016 , we had deposits of US$ 28.7 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 September 30, 2016 and December 31, 2015 , there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.0 million ) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility, up to CZK 800.0 million (approximately US$ 33.0 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 September 30, 2016 , the maturity of our long-term debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: 2016 $ — 2017 — 2018 279,918 2019 262,658 2020 — 2021 and thereafter 523,228 Total long-term debt and credit facilities 1,065,804 Debt issuance costs (8,362 ) Carrying amount of long-term debt and credit facilities $ 1,057,442 |
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 September 30, 2016 : 2016 $ 353 2017 1,304 2018 1,034 2019 699 2020 196 2021 and thereafter 6 Total undiscounted payments 3,592 Less: amount representing interest (106 ) Present value of net minimum lease payments $ 3,486 |
PROGRAM RIGHTS (Tables)
PROGRAM RIGHTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
PROGRAM RIGHTS [Abstract] | |
Schedule of Program Rights | Program rights comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Program rights: Acquired program rights, net of amortization $ 200,464 $ 179,632 Less: current portion of acquired program rights (98,604 ) (85,972 ) Total non-current acquired program rights 101,860 93,660 Produced program rights – Feature Films: Released, net of amortization 1,152 1,298 Produced program rights – Television Programs: Released, net of amortization 59,384 56,125 Completed and not released 1,606 3,500 In production 29,005 13,783 Development and pre-production 671 707 Total produced program rights 91,818 75,413 Total non-current acquired program rights and produced program rights $ 193,678 $ 169,073 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Unrelated customers $ 147,499 $ 176,628 Less: allowance for bad debts and credit notes (8,932 ) (9,201 ) Total accounts receivable $ 138,567 $ 167,427 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other current and non-current assets comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Current: Prepaid acquired programming $ 19,843 $ 22,761 Other prepaid expenses 7,993 6,941 Deferred tax — 10,425 VAT recoverable 682 733 Income taxes recoverable 276 249 Other 2,533 2,097 Total other current assets $ 31,327 $ 43,206 September 30, 2016 December 31, 2015 Non-current: Capitalized debt costs $ 16,866 $ 27,060 Deferred tax 224 124 Other 3,255 3,949 Total other non-current assets $ 20,345 $ 31,133 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Land and buildings $ 95,153 $ 92,237 Machinery, fixtures and equipment 180,244 164,503 Other equipment 29,469 32,314 Software licenses 61,019 55,656 Construction in progress 1,525 3,001 Total cost 367,410 347,711 Less: accumulated depreciation (257,986 ) (239,189 ) Total net book value $ 109,424 $ 108,522 Assets held under capital leases (included in the above) Land and buildings $ 3,901 $ 3,805 Machinery, fixtures and equipment 5,163 4,646 Total cost 9,064 8,451 Less: accumulated depreciation (4,220 ) (3,556 ) Total net book value $ 4,844 $ 4,895 |
Property Plant And Equipment Rollforward | The movement in the net book value of property, plant and equipment during the nine months ended September 30, 2016 and 2015 is comprised of: For the Nine Months Ended September 30, 2016 2015 Opening balance $ 108,522 $ 114,335 Additions 20,266 24,814 Disposals (45 ) (282 ) Depreciation (22,469 ) (20,911 ) Foreign currency movements 3,150 (7,426 ) Other (1) — (1,293 ) Ending balance $ 109,424 $ 109,237 |
ACCOUNTS PAYABLE AND ACCRUED 35
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Accounts payable and accrued expenses $ 54,413 $ 57,042 Related party accounts payable 30 53 Programming liabilities 30,811 24,901 Related party programming liabilities 18,673 14,583 Duties and other taxes payable 11,134 12,856 Accrued staff costs 19,987 20,709 Accrued interest payable 3,096 914 Related party accrued interest payable (1) 31,118 477 Other 2,848 3,170 Total accounts payable and accrued liabilities $ 172,110 $ 134,705 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities [Abstract] | |
Schedule of Other Liabilities | Other current and non-current liabilities comprised the following at September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Current: Deferred revenue $ 21,311 $ 7,546 Derivative liabilities 442 650 Restructuring provision — 458 Legal provision 1,096 1,520 Other 361 274 Total other current liabilities $ 23,210 $ 10,448 September 30, 2016 December 31, 2015 Non-current: Deferred tax $ 22,850 $ 25,990 Related party Commitment Fee payable (1) 9,498 9,240 Related party Guarantee Fee payable (Note 4) 12,409 22,655 Accrued interest — 977 Related party accrued interest — 5,304 Other 7,063 1,583 Total other non-current liabilities $ 51,820 $ 65,749 |
FINANCIAL INSTRUMENTS AND FAI37
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 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 Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2016 April 5, 2016 5 Interest rate swap € 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan $ (3,817 ) 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 $ (308 ) November 10, 2015 3 Interest rate swap € 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (2,182 ) November 14, 2014 2 Interest rate swap € 250,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (646 ) Accumulated Other Comprehensive Loss BALANCE December 31, 2015 $ (1,420 ) Loss on interest rate swaps (7,302 ) Reclassified to interest expense 1,721 BALANCE September 30, 2016 $ (7,001 ) |
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 and nine months ended September 30, 2016 and 2015 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Currency swaps $ (398 ) $ (2,443 ) $ (11,904 ) $ (5,673 ) |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Interest Expense [Abstract] | |
Schedule of Interest Expense | Interest expense comprised the following for the three and nine months ended September 30, 2016 and 2015 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Interest on long-term debt and other financing arrangements $ 26,139 $ 28,561 $ 85,692 $ 84,251 Amortization of capitalized debt issuance costs 1,497 3,902 7,698 11,603 Amortization of debt issuance discount — 11,535 12,945 30,008 Total interest expense $ 27,636 $ 43,998 $ 106,335 $ 125,862 |
OTHER NONOPERATING EXPENSE, N39
OTHER NONOPERATING EXPENSE, NET (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2016 and 2015 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Interest income $ 90 $ 109 $ 483 $ 339 Foreign currency exchange gain / (loss), net 630 (568 ) 13,050 (9,768 ) Change in fair value of derivatives (Note 11) (398 ) (2,443 ) (11,904 ) (5,673 ) Other income / (expense), net 65 (3,575 ) 7 (7,020 ) Total other non-operating income / (expense) $ 387 $ (6,477 ) $ 1,636 $ (22,122 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Charged | |
Schedule of Stock Options Activity | A summary of option activity for the nine months ended September 30, 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 Expired (63,000 ) 32.62 Outstanding at September 30, 2016 2,014,392 $ 2.40 8.82 $ 32 Vested and expected to vest 2,014,392 2.40 8.82 32 Exercisable at September 30, 2016 403,000 $ 2.69 8.61 $ 8 |
Schedule of Restricted Stock Unit Activity | The following table summarizes information about unvested RSU and PRSU as at September 30, 2016 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2015 2,554,597 $ 2.72 Granted 705,166 2.41 Vested (626,126 ) 2.83 Unvested at September 30, 2016 2,633,637 $ 2.61 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Loss from continuing operations $ (19,823 ) $ (21,510 ) $ (201,766 ) $ (103,422 ) Net loss attributable to noncontrolling interests 196 253 387 817 Less: preferred share accretion paid in kind (Note 12) (2,364 ) (4,391 ) (11,314 ) (12,796 ) Loss from continuing operations available to common shareholders, net of noncontrolling interest (21,991 ) (25,648 ) (212,693 ) (115,401 ) Loss from discontinued operations, net of tax — (265 ) — (869 ) Net loss attributable to CME Ltd. available to common shareholders - Basic $ (21,991 ) $ (25,913 ) $ (212,693 ) $ (116,270 ) Effect of dilutive securities Preferred share accretion paid in kind — — — — Net loss attributable to CME Ltd. available to common shareholders - Diluted $ (21,991 ) $ (25,913 ) $ (212,693 ) $ (116,270 ) Weighted average outstanding shares of common stock - Basic (1) 153,494 147,054 149,898 146,803 Dilutive effect of employee stock options and RSUs — — — — Weighted average outstanding shares of common stock - Diluted 153,494 147,054 149,898 146,803 Net loss per share: Continuing operations attributable to CME Ltd. - Basic and diluted $ (0.14 ) $ (0.17 ) $ (1.42 ) $ (0.79 ) Discontinued operations attributable to CME Ltd. - Basic and diluted 0.00 (0.01 ) 0.00 (0.00 ) Net loss attributable to CME Ltd. - Basic and diluted (0.14 ) (0.18 ) (1.42 ) (0.79 ) (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) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | Net revenues: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Bulgaria $ 13,789 $ 14,673 $ 50,103 $ 50,877 Croatia 9,833 9,949 38,037 38,184 Czech Republic 39,031 35,575 128,558 122,671 Romania 36,970 32,005 118,269 109,561 Slovak Republic 17,864 17,223 59,466 54,997 Slovenia 9,555 8,606 37,324 35,149 Intersegment revenues (1) (336 ) (709 ) (845 ) (1,150 ) Total net revenues $ 126,706 $ 117,322 $ 430,912 $ 410,289 (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | OIBDA and reconciliation of OIBDA to condensed consolidated statements of operations and comprehensive income / loss: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Bulgaria $ 1,943 $ 2,223 $ 8,966 $ 8,466 Croatia (516 ) (909 ) 5,386 5,925 Czech Republic 13,180 9,483 46,353 43,812 Romania 12,606 6,953 45,030 25,733 Slovak Republic (383 ) 358 5,168 3,840 Slovenia (746 ) (1,556 ) 170 (233 ) Elimination 11 (225 ) (57 ) (260 ) Total operating segments 26,095 16,327 111,016 87,283 Corporate (8,081 ) (7,974 ) (22,262 ) (20,671 ) Total OIBDA 18,014 8,353 88,754 66,612 Depreciation of property, plant and equipment (7,557 ) (6,974 ) (22,469 ) (20,911 ) Amortization of broadcast licenses and other intangibles (2,073 ) (2,695 ) (6,247 ) (9,628 ) Other items (1) — 30,169 — 11,982 Operating income 8,384 28,853 60,038 48,055 Interest expense (Note 14) (27,636 ) (43,998 ) (106,335 ) (125,862 ) Loss on extinguishment of debt (Note 4) — — (150,158 ) — Non-operating income / (expense), net (Note 15) 387 (6,477 ) 1,636 (22,122 ) Loss before tax $ (18,865 ) $ (21,622 ) $ (194,819 ) $ (99,929 ) |
Reconciliation of Assets from Segment to Consolidated | Total assets (1) : September 30, 2016 December 31, 2015 Bulgaria $ 134,160 $ 134,418 Croatia 52,248 52,306 Czech Republic 724,669 746,269 Romania 292,242 261,984 Slovak Republic 125,566 121,122 Slovenia 71,320 70,911 Total operating segments 1,400,205 1,387,010 Corporate 44,031 53,407 Total assets $ 1,444,236 $ 1,440,417 (1) Segment assets exclude any intercompany balances. |
Segment Reporting Capital Expenditure | Capital expenditures: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Bulgaria $ 1,840 $ 1,614 $ 2,828 $ 3,077 Croatia 305 1,273 1,385 2,208 Czech Republic 1,454 4,415 4,317 8,991 Romania 2,693 2,298 5,027 4,885 Slovak Republic 462 460 1,286 2,207 Slovenia 1,523 927 3,238 2,487 Total operating segments 8,277 10,987 18,081 23,855 Corporate 283 895 1,766 2,489 Total capital expenditures $ 8,560 $ 11,882 $ 19,847 $ 26,344 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Long-lived assets (1) : September 30, 2016 December 31, 2015 Bulgaria $ 6,368 $ 5,602 Croatia 5,946 5,497 Czech Republic 37,701 39,907 Romania 23,528 20,873 Slovak Republic 15,328 15,606 Slovenia 15,004 15,082 Total operating segments 103,875 102,567 Corporate 5,549 5,955 Total long-lived assets $ 109,424 $ 108,522 (1) Reflects property, plant and equipment. |
Revenues by Type | Consolidated revenue by type: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Television advertising $ 101,287 $ 93,882 $ 354,470 $ 337,054 Carriage fees and subscriptions 19,745 17,731 58,816 54,936 Other 5,674 5,709 17,626 18,299 Total net revenues $ 126,706 $ 117,322 $ 430,912 $ 410,289 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At September 30, 2016 , we had total commitments of US$ 139.8 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 $ 26,796 $ 9,199 $ 930 $ 910 2017 46,180 14,289 2,873 — 2018 37,845 5,736 2,190 — 2019 19,641 11,338 977 — 2020 6,946 384 508 — 2021 and thereafter 2,425 395 1,789 — Total $ 139,833 $ 41,341 $ 9,267 $ 910 |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Time Warner [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | Time Warner For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Net revenues $ — $ 67 $ — $ 89 Cost of revenues 5,665 3,968 17,111 15,832 Interest expense 22,189 32,238 87,688 91,823 September 30, 2016 December 31, 2015 Programming liabilities $ 18,673 $ 14,583 Other accounts payable and accrued liabilities 30 53 Long-term debt and other financing arrangements — 324,979 Accrued interest payable (1) 31,118 5,781 Other non-current liabilities (2) 21,907 31,895 (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements" . (2) 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) | 9 Months Ended |
Sep. 30, 2016channelsoperating_segmentcountries | |
Product Information [Line Items] | |
Number of Countries in which Entity Operates | countries | 6 |
Number of Television Channels Within Segment | 36 |
Percentage owned by Parent | 100.00% |
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) - Sep. 30, 2016 $ in Thousands, € in Millions | USD ($) | EUR (€) |
2019 Euro Term Loan [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Debt Instrument, Face Amount | $ 262,658 | € 235.3 |
BASIS OF PRESENTATION Accountin
BASIS OF PRESENTATION Accounting pronouncements (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 4.2 |
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 ASSET48
GOODWILL AND INTANGIBLE ASSETS Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 639,073 | $ 622,243 |
Gross Balance, December 31, 2015 | 1,095,309 | |
Accumulated Impairment Losses, Beginning Balance | (473,066) | |
Foreign Currency | 16,830 | |
Accumulated Impairment Losses, Ending Balance | (473,066) | |
Gross Balance, September 30, 2016 | 1,112,139 | |
BULGARIA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 28,322 | 27,726 |
Gross Balance, December 31, 2015 | 172,365 | |
Accumulated Impairment Losses, Beginning Balance | (144,639) | |
Foreign Currency | 596 | |
Accumulated Impairment Losses, Ending Balance | (144,639) | |
Gross Balance, September 30, 2016 | 172,961 | |
CROATIA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 575 | 551 |
Gross Balance, December 31, 2015 | 11,005 | |
Accumulated Impairment Losses, Beginning Balance | (10,454) | |
Foreign Currency | 24 | |
Accumulated Impairment Losses, Ending Balance | (10,454) | |
Gross Balance, September 30, 2016 | 11,029 | |
CZECH REPUBLIC [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 483,907 | 471,946 |
Gross Balance, December 31, 2015 | 759,491 | |
Accumulated Impairment Losses, Beginning Balance | (287,545) | |
Foreign Currency | 11,961 | |
Accumulated Impairment Losses, Ending Balance | (287,545) | |
Gross Balance, September 30, 2016 | 771,452 | |
ROMANIA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 77,463 | 74,415 |
Gross Balance, December 31, 2015 | 85,443 | |
Accumulated Impairment Losses, Beginning Balance | (11,028) | |
Foreign Currency | 3,048 | |
Accumulated Impairment Losses, Ending Balance | (11,028) | |
Gross Balance, September 30, 2016 | 88,491 | |
SLOVAK REPUBLIC [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 48,806 | 47,605 |
Gross Balance, December 31, 2015 | 47,605 | |
Accumulated Impairment Losses, Beginning Balance | 0 | |
Foreign Currency | 1,201 | |
Accumulated Impairment Losses, Ending Balance | 0 | |
Gross Balance, September 30, 2016 | 48,806 | |
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, September 30, 2016 | $ 19,400 |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Gross | $ 338,945 | $ 330,920 |
Finite-Lived Intangible Assets, Accumulated Amortization | (189,956) | (179,758) |
Finite-Lived Intangible Assets, Net | 148,989 | 151,162 |
Trademarks [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 85,439 | 83,188 |
Finite-Lived Intangible Assets, Gross | 636 | 614 |
Finite-Lived Intangible Assets, Accumulated Amortization | (636) | (614) |
Finite-Lived Intangible Assets, Net | 0 | 0 |
Broadcast Licenses [Member] | ||
Finite-Lived Intangible Assets, Gross | 196,641 | 191,860 |
Finite-Lived Intangible Assets, Accumulated Amortization | (136,200) | (127,613) |
Finite-Lived Intangible Assets, Net | 60,441 | 64,247 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | 54,617 | 53,120 |
Finite-Lived Intangible Assets, Accumulated Amortization | (51,856) | (49,672) |
Finite-Lived Intangible Assets, Net | $ 2,761 | 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 | $ 1,612 | 2,138 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,264) | (1,859) |
Finite-Lived Intangible Assets, Net | $ 348 | $ 279 |
LONG-TERM DEBT AND OTHER FINA50
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Debt (Details) $ in Thousands, € in Millions | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Apr. 07, 2016USD ($) | Apr. 07, 2016EUR (€) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | $ (16,866) | $ (27,060) | ||||
Overview [Abstract] | ||||||
Carrying Amount | 1,057,442 | 906,028 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 1,057,442 | 906,028 | ||||
Other credit facilities and capital leases | 3,486 | 3,648 | ||||
Total long-term debt and other financing arrangements | 1,060,928 | 909,676 | ||||
Current portion of long-term debt and other financing arrangements (Note 5) | (1,258) | (1,155) | ||||
Total non-current long-term debt and other financing arrangements | 1,059,670 | 908,521 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
2,014 | 0 | |||||
2,015 | 0 | |||||
2,016 | 279,918 | |||||
2,017 | 262,658 | |||||
2,018 | 0 | |||||
2021 and thereafter | 523,228 | |||||
Total long-term debt and credit facilities | 1,065,804 | |||||
Debt issuance costs | (8,362) | |||||
Carrying amount of long-term debt and credit facilities | 1,057,442 | |||||
2017 PIK Notes [Member] | ||||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | $ 502,500 | |||||
Carrying Amount | 0 | 359,789 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 0 | 359,789 | ||||
2017 Term Loan [Member] | ||||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 38,200 | |||||
Carrying Amount | 0 | 27,592 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 0 | 27,592 | ||||
2018 Euro Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | [1] | (764) | ||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 279,918 | |||||
Carrying Amount | 279,154 | 272,189 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 279,154 | 272,189 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Debt, Fair Value | 236,191 | 273,046 | ||||
2019 Euro Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | [1] | (545) | ||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 262,658 | € 235.3 | ||||
Carrying Amount | 262,113 | 246,458 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 262,113 | 246,458 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Debt, Fair Value | 204,219 | 256,210 | ||||
2021 Euro Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | [1] | (7,053) | ||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 523,228 | $ 534,000 | € 468.8 | |||
Carrying Amount | 516,175 | 0 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | 516,175 | $ 0 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||||||
Long-term Debt, Fair Value | 366,104 | |||||
2021 Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Noncurrent, Net | 0 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 115,000 | |||||
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 | [1] | (8,362) | ||||
Overview [Abstract] | ||||||
Principal Amount of Liability Component | 1,065,804 | |||||
Carrying Amount | 1,057,442 | |||||
Long-term Debt, Current and Noncurrent [Abstract] | ||||||
Carrying Amount | $ 1,057,442 | |||||
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) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. 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. |
LONG-TERM DEBT AND OTHER FINA51
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Financing Transactions (Details) € in Millions | Apr. 07, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jan. 01, 2018USD ($) | Apr. 07, 2016EUR (€) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||||
Gains (Losses) on Extinguishment of Debt | $ 0 | $ 0 | $ (150,158,000) | $ 0 | |||||
Payments for Fees | 40,877,000 | 10,712,000 | |||||||
Repayments of Debt and Capital Lease Obligations | 959,000 | 27,037,000 | |||||||
Interest Payable, Current | 3,096,000 | 3,096,000 | $ 914,000 | ||||||
2018 Euro Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount of Liability Component | $ 279,918,000 | $ 279,918,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||||
Debt Instrument, Term, Period of Extension | 1 year | ||||||||
Financial Covenant, Net Leverage | 5 | ||||||||
2021 Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Line of Credit, Noncurrent | $ 0 | $ 0 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | $ 115,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 10.00% | 10.00% | ||||||
Guarantee Fee [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments for Fees | $ 27,502,000 | $ 0 | |||||||
2021 Euro Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount of Liability Component | $ 534,000,000 | $ 523,228,000 | $ 523,228,000 | € 468.8 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||||
Financial Covenant, Net Leverage | 5 | ||||||||
2017 PIK Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount of Liability Component | $ 502,500,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 15.00% | 15.00% | ||||||
Interest Payable, Current | $ 26,600,000 | ||||||||
2017 Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount of Liability Component | $ 38,200,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 15.00% | 15.00% | ||||||
Interest Payable, Current | $ 1,500,000 | ||||||||
Subsequent Event [Member] | 2021 Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
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% | |||||||
Financial Covenant, Net Leverage | 7 | ||||||||
Maximum [Member] | 2021 Euro Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Financial Covenant, Net Leverage | 8 | ||||||||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||||||
Financial Covenant, Net Leverage | 5 | ||||||||
Minimum [Member] | 2021 Euro Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Financial Covenant, Net Leverage | 5 | ||||||||
[1] | (3) As at September 30, 2016, the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn. | ||||||||
[2] | (1) 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 the all-in borrowing rate remains 8.50%. |
LONG-TERM DEBT AND OTHER FINA52
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Senior Debt (Details) € in Millions, RON in Millions | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jan. 01, 2018USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2016RON | Apr. 07, 2016USD ($) | Apr. 07, 2016EUR (€) | Dec. 31, 2015USD ($) | ||||
Debt Instrument [Line Items] | |||||||||||||
Carrying Amount | $ 1,057,442,000 | $ 1,057,442,000 | $ 906,028,000 | ||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||
Long-term Line of Credit | $ 0 | [1],[2],[3] | $ 0 | [1],[2],[3] | 0 | ||||||||
Unamortized Debt Issuance Expense | 8,362,000 | 8,362,000 | |||||||||||
Interest Expense, Debt | 26,139,000 | $ 28,561,000 | 85,692,000 | $ 84,251,000 | |||||||||
Deferred Finance Costs, Noncurrent, Net | (16,866,000) | (16,866,000) | (27,060,000) | ||||||||||
2017 Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 15.00% | 15.00% | ||||||||||
Carrying Amount | 0 | 0 | $ 27,592,000 | ||||||||||
Debt Instrument, Face Amount | $ 38,200,000 | ||||||||||||
2021 Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | $ 115,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||
Deferred Finance Costs, Noncurrent, Net | $ 0 | $ 0 | |||||||||||
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% | ||||||||||
Carrying Amount | $ 0 | $ 0 | $ 359,789,000 | ||||||||||
Debt Instrument, Face Amount | $ 502,500,000 | ||||||||||||
2017 Euro Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | € | € 250.8 | ||||||||||||
2018 Euro Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | 1.50% | |||||||||
Debt Instrument, Interest Rate, All-In Rate | [4],[6] | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||
Carrying Amount | $ 279,154,000 | $ 279,154,000 | 272,189,000 | ||||||||||
Debt Instrument, Face Amount | 279,918,000 | $ 279,918,000 | |||||||||||
Financial Covenant, Net Leverage | 5 | ||||||||||||
Long-term Debt, Fair Value | 236,191,000 | $ 236,191,000 | 273,046,000 | ||||||||||
Deferred Finance Costs, Noncurrent, Net | [7] | $ (764,000) | $ (764,000) | ||||||||||
2019 Euro Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | 1.50% | |||||||||
Debt Instrument, Interest Rate, All-In Rate | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||
Carrying Amount | $ 262,113,000 | $ 262,113,000 | 246,458,000 | ||||||||||
Debt Instrument, Face Amount | 262,658,000 | 262,658,000 | € 235.3 | ||||||||||
Long-term Debt, Fair Value | 204,219,000 | 204,219,000 | 256,210,000 | ||||||||||
Deferred Finance Costs, Noncurrent, Net | [7] | $ (545,000) | $ (545,000) | ||||||||||
2021 Euro Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | 1.50% | |||||||||
Debt Instrument, Interest Rate, All-In Rate | [6] | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||
Carrying Amount | $ 516,175,000 | $ 516,175,000 | $ 0 | ||||||||||
Debt Instrument, Face Amount | 523,228,000 | $ 523,228,000 | $ 534,000,000 | € 468.8 | |||||||||
Financial Covenant, Net Leverage | 5 | ||||||||||||
Long-term Debt, Fair Value | 366,104,000 | $ 366,104,000 | |||||||||||
Deferred Finance Costs, Noncurrent, Net | [7] | (7,053,000) | (7,053,000) | ||||||||||
Guarantee Fee [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Expense, Debt | 20,400,000 | $ 4,800,000 | 49,300,000 | $ 14,400,000 | |||||||||
Senior Debt and Credit Facilities [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Carrying Amount | 1,057,442,000 | 1,057,442,000 | |||||||||||
Debt Instrument, Face Amount | 1,065,804,000 | 1,065,804,000 | |||||||||||
Deferred Finance Costs, Noncurrent, Net | [7] | $ (8,362,000) | $ (8,362,000) | ||||||||||
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% | 1.00% | |||||||||
Basis spread on variable rate (in percent) | 9.00% | ||||||||||||
Minimum Required Cash Portion [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||
Minimum Required Cash Portion [Member] | 2021 Euro Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, All-In Rate | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||
CME NV and CME BV [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 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% | 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% | 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% | 10.50% | |||||||||
Financial Covenant, Net Leverage | 8 | ||||||||||||
Global Funds IFN S.A. [Member] | Pro TV [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate (in percent) | 6.00% | ||||||||||||
Long-term Line of Credit | $ 21,000,000 | $ 21,000,000 | RON 83.8 | ||||||||||
Subsequent Event [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | ||||||||||||
[1] | As at September 30, 2016 and December 31, 2015, there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.0 million) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility, up to CZK 800.0 million (approximately US$ 33.0 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 September 30, 2016, there were RON 83.8 million (approximately US$ 21.0 million) of receivables factored under a 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 from the date the receivables are factored to the due date of the factored receivable.As at September 30, 2016, there were no receivables factored under a RON 20.0 million (approximately US$ 5.0 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 from the date the receivables are factored to the earlier of the date the factored receivable is collected or 210 days from the factored receivable's due date. | ||||||||||||
[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 September 30, 2016, we had deposits of US$ 28.7 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] | (1) 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 the all-in borrowing rate remains 8.50%. | ||||||||||||
[5] | (3) As at September 30, 2016, the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn. | ||||||||||||
[6] | (2) As at September 30, 2016. With effect from October 27, 2016 the guarantee fee rate and the all-in borrowing rate will decrease to 7.22% and 9.00%, respectively. | ||||||||||||
[7] | (1) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. 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. |
LONG-TERM DEBT AND OTHER FINA53
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Apr. 07, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 1,057,442 | $ 906,028 | ||
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 | 0 | $ 359,789 | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 15.00% | ||
2017 Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 0 | 27,592 | ||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 15.00% | ||
2021 Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 10.00% | ||
Long-term Line of Credit, Noncurrent | $ 0 | |||
2018 Euro Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 279,154 | 272,189 | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
Fair Value | $ 236,191 | 273,046 | ||
2019 Euro Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 262,113 | 246,458 | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
Fair Value | $ 204,219 | 256,210 | ||
2021 Euro Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 516,175 | $ 0 | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
Fair Value | $ 366,104 | |||
[1] | (1) 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 the all-in borrowing rate remains 8.50%. | |||
[2] | (3) As at September 30, 2016, the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn. |
LONG-TERM DEBT AND OTHER FINA54
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Convertible Notes Tables (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Instrument Rollforward [Roll Forward] | ||||
Amortization of debt issuance discount | $ 0 | $ 11,535 | $ 12,945 | $ 30,008 |
Net Carrying Amount, Beginning Balance | 906,028 | |||
Net Carrying Amount, Ending Balance | $ 1,057,442 | $ 1,057,442 |
LONG-TERM DEBT AND OTHER FINA55
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Fixed Rate Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Apr. 07, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Senior debt | $ 1,057,442 | $ 906,028 | ||
2017 PIK Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 15.00% | ||
Senior debt | $ 0 | $ 359,789 | ||
Principal Amount of Liability Component | $ 502,500 | |||
CME NV and CME BV [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Shares Pledged, Percentage | 100.00% | |||
[1] | (1) 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 the all-in borrowing rate remains 8.50%. |
LONG-TERM DEBT AND OTHER FINA56
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Credit Facility and Capital Lease Obligations(Details) RON in Millions, CZK in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2016CZK | Sep. 30, 2016CZK | Jan. 01, 2018USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016RON | Apr. 07, 2016USD ($) | Dec. 31, 2015USD ($) | |||
Line of Credit Facility [Line Items] | |||||||||
Unamortized Debt Issuance Expense | $ 8,362,000 | ||||||||
Senior debt | 1,057,442,000 | $ 906,028,000 | |||||||
Credit facilities (1) – (3) | 0 | [1],[2],[3] | 0 | ||||||
Capital leases | 3,486,000 | 3,648,000 | |||||||
Total credit facilities and capital leases | 3,486,000 | 3,648,000 | |||||||
Less: current maturities | (1,258,000) | (1,155,000) | |||||||
Total non-current credit facilities and capital leases | $ 2,228,000 | 2,493,000 | |||||||
2021 Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 10.00% | 10.00% | 10.00% | 10.00% | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | ||||||||
Senior Debt and Credit Facilities [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior debt | 1,057,442,000 | ||||||||
Principal Amount of Liability Component | 1,065,804,000 | ||||||||
2017 Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior debt | $ 0 | $ 27,592,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | [5] | 15.00% | |||||||
Principal Amount of Liability Component | $ 38,200,000 | ||||||||
CME NV and CME BV [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 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 | 28,700,000 | $ 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 | CZK 800 | 33,000,000 | ||||||
Factoring Fee, Percentage | 0.30% | ||||||||
Global Funds IFN S.A. [Member] | Pro TV [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facilities (1) – (3) | 21,000,000 | RON 83.8 | |||||||
Basis spread on variable rate (in percent) | 6.00% | ||||||||
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 | $ 5,000,000 | 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% | 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 September 30, 2016 and December 31, 2015, there were no drawings outstanding under a CZK 800.0 million (approximately US$ 33.0 million) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility, up to CZK 800.0 million (approximately US$ 33.0 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 September 30, 2016, there were RON 83.8 million (approximately US$ 21.0 million) of receivables factored under a 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 from the date the receivables are factored to the due date of the factored receivable.As at September 30, 2016, there were no receivables factored under a RON 20.0 million (approximately US$ 5.0 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 from the date the receivables are factored to the earlier of the date the factored receivable is collected or 210 days from the factored receivable's due date. | ||||||||
[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 September 30, 2016, we had deposits of US$ 28.7 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] | (3) As at September 30, 2016, the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn. | ||||||||
[5] | (1) 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 the all-in borrowing rate remains 8.50%. |
LONG-TERM DEBT AND OTHER FINA57
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Capital Lease Commitments(Details) $ in Thousands | Sep. 30, 2016USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,014 | $ 353 |
2,015 | 1,304 |
2,016 | 1,034 |
2,017 | 699 |
2,018 | 196 |
2021 and thereafter | 6 |
Total undiscounted payments | 3,592 |
Less: amount representing interest | (106) |
Present value of net minimum lease payments | $ 3,486 |
LONG-TERM DEBT AND OTHER FINA58
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Guarantee Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 01, 2017 | Oct. 27, 2016 | Apr. 07, 2016 | Dec. 31, 2015 | ||
Line of Credit Facility [Line Items] | |||||||||
Interest Expense, Debt | $ 26,139 | $ 28,561 | $ 85,692 | $ 84,251 | |||||
CME NV and CME BV [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 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 | [1] | 0.21% | 0.21% | ||||||
Debt Instrument, Guarantee Fee, Stated Percentage | 6.79% | 6.79% | |||||||
Debt Instrument, Interest Rate, All-In Rate | [1],[2] | 8.50% | 8.50% | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||||
2019 Euro Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.31% | 0.31% | |||||||
Debt Instrument, Guarantee Fee, Stated Percentage | 6.69% | 6.69% | |||||||
Debt Instrument, Interest Rate, All-In Rate | 8.50% | 8.50% | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||||
2021 Euro Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.28% | 0.28% | |||||||
Debt Instrument, Guarantee Fee, Stated Percentage | [2] | 8.22% | 8.22% | ||||||
Debt Instrument, Interest Rate, All-In Rate | [2] | 10.00% | 10.00% | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||||
Guarantee Fee [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest Expense, Debt | $ 20,400 | $ 4,800 | $ 49,300 | $ 14,400 | |||||
2021 Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, All-In Rate | [3] | 10.00% | 10.00% | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 10.00% | 10.00% | ||||||
2021 Revolving Credit Facility [Member] | CME NV and CME BV [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding Shares Pledged, Percentage | 100.00% | ||||||||
Scenario, Forecast [Member] | 2018 Euro Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.14% | ||||||||
Scenario, Forecast [Member] | 2021 Euro Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Guarantee Fee, Stated Percentage | [3] | 7.22% | |||||||
Debt Instrument, Interest Rate, All-In Rate | [3] | 9.00% | |||||||
Minimum [Member] | 2021 Euro Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, All-In Rate | 7.00% | 7.00% | |||||||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 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 | 5.00% | 5.00% | |||||||
Minimum Required Cash Portion [Member] | 2021 Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||||||
[1] | (1) 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 the all-in borrowing rate remains 8.50%. | ||||||||
[2] | (2) As at September 30, 2016. With effect from October 27, 2016 the guarantee fee rate and the all-in borrowing rate will decrease to 7.22% and 9.00%, respectively. | ||||||||
[3] | (3) As at September 30, 2016, the aggregate principal amount available under the 2021 Revolving Credit Facility was undrawn. |
PROGRAM RIGHTS (Details)
PROGRAM RIGHTS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Less: current portion of acquired program rights | $ (98,604) | $ (85,972) |
Program Rights Noncurrent | 193,678 | 169,073 |
Feature Films [Member] | ||
Feature Film Costs, Released, net of amortization | 1,152 | 1,298 |
Television Programs [Member] | ||
Television Program Costs, Released net of amortization | 59,384 | 56,125 |
Television Program Costs, Completed and not released | 1,606 | 3,500 |
Television Program Costs, In production | 29,005 | 13,783 |
Television Program Costs, Development and pre-production | 671 | 707 |
Acquired Program Rights [Member] | ||
Acquired program rights, net of amortization | 200,464 | 179,632 |
Less: current portion of acquired program rights | (98,604) | (85,972) |
Program rights net noncurrent | 101,860 | 93,660 |
Film And Television [Member] | ||
Program rights net noncurrent | $ 91,818 | $ 75,413 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unrelated customers | $ 147,499 | $ 176,628 |
Less: allowance for bad debts and credit notes | (8,932) | (9,201) |
Total accounts receivable | $ 138,567 | $ 167,427 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current: | ||
Prepaid acquired programming | $ 19,843 | $ 22,761 |
Other prepaid expenses | 7,993 | 6,941 |
Deferred tax | 0 | 10,425 |
VAT recoverable | 682 | 733 |
Income taxes recoverable | 276 | 249 |
Other | 2,533 | 2,097 |
Total other current assets | 31,327 | 43,206 |
Non-current: | ||
Capitalized debt costs | 16,866 | 27,060 |
Deferred tax | 224 | 124 |
Other | 3,255 | 3,949 |
Total other non-current assets | $ 20,345 | $ 31,133 |
PROPERTY, PLANT AND EQUIPMENT62
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 367,410 | $ 347,711 | ||||
Less: accumulated depreciation | (257,986) | (239,189) | ||||
Total net book value | 109,424 | [1] | 108,522 | [1] | $ 109,237 | $ 114,335 |
Assets held under capital leases (included in the above) | 9,064 | 8,451 | ||||
Less: accumulated depreciation | (4,220) | (3,556) | ||||
Total net book value | 4,844 | 4,895 | ||||
Land and buildings [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 95,153 | 92,237 | ||||
Assets held under capital leases (included in the above) | 3,901 | 3,805 | ||||
Machinery, fixtures and equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 180,244 | 164,503 | ||||
Assets held under capital leases (included in the above) | 5,163 | 4,646 | ||||
Other equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 29,469 | 32,314 | ||||
Software licenses [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 61,019 | 55,656 | ||||
Construction in progress [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 1,525 | $ 3,001 | ||||
[1] | 1) Reflects property, plant and equipment. |
PROPERTY, PLANT AND EQUIPMENT R
PROPERTY, PLANT AND EQUIPMENT Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||||
Property, Plant and Equipment [Abstract] | |||||||
Property, Plant and Equipment, Net, Other Period Increase (Decrease) | $ 0 | $ (1,293) | [1] | ||||
Movement in Property, Plant and Equipment [Roll Forward] | |||||||
Opening balance | 108,522 | [2] | 114,335 | ||||
Additions | 20,266 | 24,814 | |||||
Disposals | (45) | (282) | |||||
Depreciation | $ (7,557) | $ (6,974) | (22,469) | (20,911) | |||
Foreign currency movements | 3,150 | (7,426) | |||||
Ending balance | $ 109,424 | [2] | $ 109,237 | $ 109,424 | [2] | $ 109,237 | |
[1] | (1) Other is comprised of property, plant and equipment which were classified as assets held for sale in the third quarter of 2015 and subsequently sold in the fourth quarter of 2015. | ||||||
[2] | 1) Reflects property, plant and equipment. |
ACCOUNTS PAYABLE AND ACCRUED 64
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Accounts Payable and Accrued Liabilities [Abstract] | |||
Accounts payable | $ 54,413 | $ 57,042 | |
Related party accounts payable | 30 | 53 | |
Programming liabilities | 30,811 | 24,901 | |
Related party programming liabilities | 18,673 | 14,583 | |
Duties and other taxes payable | 11,134 | 12,856 | |
Accrued staff costs | 19,987 | 20,709 | |
Accrued interest payable | 3,096 | 914 | |
Related party accrued interest payable (1) | 31,118 | [1] | 477 |
Other accrued liabilities | 2,848 | 3,170 | |
Total accounts payable and accrued liabilities | $ 172,110 | $ 134,705 | |
[1] | (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements". |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Current: | |||
Deferred revenue | $ 21,311 | $ 7,546 | |
Derivative Liability, Current | 442 | 650 | |
Restructuring provision (Note 15) | 0 | 458 | |
Legal provision | 1,096 | 1,520 | |
Other | 361 | 274 | |
Total other current liabilities | 23,210 | 10,448 | |
Non-current: | |||
Deferred tax | 22,850 | 25,990 | |
Commitment Fee Payable, Related Parties, Noncurrent | [1] | 9,498 | 9,240 |
Guarantee Fee Payable, Related Parties, Noncurrent | 12,409 | 22,655 | |
Related party accrued interest (3) | 0 | 977 | |
Interest Payable, Related Parties, Non-current | 0 | 5,304 | |
Other | 7,063 | 1,583 | |
Total other non-current liabilities | 51,820 | 65,749 | |
Time Warner [Member] | |||
Non-current: | |||
Total other non-current liabilities | [2] | $ 21,907 | $ 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, including accrued interest, in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and us 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, and may be paid in cash or in kind, at our election. | ||
[2] | 1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements". |
FINANCIAL INSTRUMENTS AND FAI66
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | 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] | |||||||||
Accumulated other comprehensive loss | $ (232,545) | $ (232,545) | $ (242,409) | ||||||
Unrealized gain / (loss) on derivative instruments (Note 12) | (1,360) | $ (522) | (5,581) | $ (596) | |||||
Forward Contracts [Member] | |||||||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | |||||||||
Derivative, Number of Instruments Held | contracts | 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 | (7,001) | (7,001) | $ (1,420) | ||||||
Unrealized gain / (loss) on derivative instruments (Note 12) | (7,302) | ||||||||
Fair Value, Inputs, Level 2 [Member] | Forward Contracts [Member] | |||||||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | |||||||||
Currency forward contracts | $ (398) | $ (2,443) | (11,904) | $ (5,673) | |||||
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 | $ 1,721 |
FINANCIAL INSTRUMENTS AND FAI67
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Non-Hedge Accounting Activities (Details) $ in Thousands | Sep. 30, 2016USD ($) | Feb. 11, 2016contracts | Dec. 03, 2015contracts |
Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Derivative, Number of Instruments Held | contracts | 1 | 2 | |
Forward Contract, Dec 3, 2015, 49,517,000 USD [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 10,604 | ||
Derivative, Fair Value, Net | (442) | ||
Forward Contract, Feb 11, 2016, 54,440 USD [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | 17,700 | ||
Derivative, Fair Value, Net | $ 197 |
FINANCIAL INSTRUMENTS AND FAI68
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Hedge Accounting Activities (Details) € in Thousands, $ in Thousands | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Apr. 05, 2016EUR (€)contracts | Nov. 10, 2015contracts | Nov. 14, 2014contracts |
Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Number of Instruments Held | contracts | 3 | 2 | |||
2021 Euro Term Loan [Member] | Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Number of Instruments Held | contracts | 5 | ||||
2021 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 468,800,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | € | € 468,800 | ||||
Derivative, Fair Value, Net | $ | $ (3,817) | ||||
2018 Euro Term Loan [Member] | Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Number of Instruments Held | contracts | 4 | ||||
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 | $ | (646) | ||||
2018 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 250,800,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | € | € 250,800 | ||||
Derivative, Fair Value, Net | $ | (308) | ||||
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 | $ | $ (2,182) |
CONVERTIBLE REDEEMABLE PREFER69
CONVERTIBLE REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jun. 25, 2013 | Apr. 30, 2012 | |
Temporary Equity [Line Items] | |||||||
Temporary equity | $ 252,512 | $ 252,512 | $ 241,198 | ||||
Preferred share accretion paid in kind | $ (2,364) | $ (4,391) | $ (11,314) | $ (12,796) | |||
Series B Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Preferred stock, shares issued | 200,000 | 200,000 | 200,000 | ||||
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 104,200,000 | 104,200,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | |||
Sale of stock, price per share | $ 1,000 | ||||||
Preferred Stock, Conversion Price | $ 2.42 | $ 2.42 | |||||
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] | |||||||
Ownership percentage, related party | 43.10% | 43.10% | |||||
Minimum [Member] | T W Investor [Member] | Common Class A [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Ownership percentage, related party | 49.90% |
EQUITY (Details)
EQUITY (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016shares | Sep. 30, 2015shares | Sep. 30, 2016USD ($)vote / sharesshares | Sep. 30, 2015USD ($)shares | 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 | 5,000,000 | ||||
Number of shares of Class B common stock to Class A common stock | 1 | 1 | |||||
Proceeds from exercise of warrants | $ | $ 5,947 | $ 0 | |||||
T W Investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ownership percentage, related party | 43.10% | 43.10% | |||||
Beneficial Ownership Interest Total Voting Power Percentage | 47.30% | 47.30% | |||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued | 1 | 1 | 1 | ||||
Preferred stock, shares outstanding | 1 | 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 | 200,000 | ||||
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 104,200,000 | 104,200,000 | |||||
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 | 440,000,000 | ||||
Common stock, shares issued | 142,398,021 | 142,398,021 | 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 | 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 | 15,000,000 | ||||
Common stock, shares issued | 0 | 0 | 0 | ||||
Common stock, shares outstanding | 0 | 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] | |||||||
Proceeds from exercise of warrants | $ | $ 5,900 | ||||||
2018 Warrants [Member] | Class A Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 108,052,990 | 108,052,990 | 114,000,000 | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | ||||||
2018 Warrants [Member] | Class A Common Stock [Member] | Time Warner and TW Investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ownership percentage, related party | 93.40% | 93.40% | |||||
Class of Warrant or Right, Outstanding | 100,926,996 | 100,926,996 |
EQUITY Warrants (Details)
EQUITY Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | May 02, 2014 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from exercise of warrants | $ 5,947 | $ 0 | |
2018 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Exercised | 5,947,010 | ||
Proceeds from exercise of warrants | $ 5,900 | ||
Common Class A [Member] | 2018 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 108,052,990 | 114,000,000 | |
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | May 2, 2016 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Time Warner and TW Investor [Member] | Common Class A [Member] | 2018 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 100,926,996 | ||
Ownership percentage, related party | 93.40% |
RESTRUCTURING COSTS (Details)
RESTRUCTURING COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 0 | $ 234 | $ 0 | $ 1,329 |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Interest Expense, Debt | $ 26,139 | $ 28,561 | $ 85,692 | $ 84,251 |
Amortization of capitalized debt issuance costs | 1,497 | 3,902 | 7,698 | 11,603 |
Amortization of debt issuance discount | 0 | 11,535 | 12,945 | 30,008 |
Total interest expense | 27,636 | 43,998 | 106,335 | 125,862 |
Interest Paid, Net | 40,877 | 10,712 | ||
Guarantee Fee [Member] | ||||
Interest Expense, Debt | $ 20,400 | $ 4,800 | 49,300 | 14,400 |
Interest Paid, Net | $ 27,502 | $ 0 |
OTHER NONOPERATING EXPENSE, N74
OTHER NONOPERATING EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 90 | $ 109 | $ 483 | $ 339 |
Foreign currency exchange gain / (loss), net | 630 | (568) | 13,050 | (9,768) |
Change in fair value of derivatives (Note 11) | (398) | (2,443) | (11,904) | (5,673) |
Other income / (expense), net | 65 | (3,575) | 7 | (7,020) |
Total other non-operating income / (expense) | $ 387 | $ (6,477) | $ 1,636 | $ (22,122) |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation charged | $ 0.7 | $ 0.6 | $ 2.5 | $ 1.5 |
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 | 6,000,000 |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | ||
Number of options: | ||
Outstanding at December 31, 2015 | 1,666,000 | |
Outstanding at September 30, 2016 | 2,014,392 | 1,666,000 |
Vested (shares) | 2,014,392 | |
Exercisable at September 30, 2016 | 403,000 | |
Unrecognized compensation expense | $ 2,190,402 | |
Weighted-Average Exercise Price: | ||
Outstanding at December 31, 2015 | $ 3.53 | |
Outstanding at September 30, 2016 | 2.40 | $ 3.53 |
Vested and expected to vest | 2.40 | |
Exercisable at September 30, 2016 | $ 2.69 | |
Options outstanding, weighted average remaining contractual term | 8 years 9 months 27 days | 9 years 25 days |
Options vested, weighted average remaining contractual term | 8 years 9 months 27 days | |
Exercisable, weighted average remaining contractual term | 8 years 7 months 11 days | |
Options outstanding, aggregate intrinsic value | $ 32,000 | $ 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 | $ 32,000 | |
Weighted average period for recognition | 2 years 10 months 17 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (63,000) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 32.62 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 8,000 | |
Restricted Stock Units (RSUs) [Member] | ||
Number of options: | ||
Unrecognized compensation expense | $ 3,600,000 | |
Weighted-Average Exercise Price: | ||
Weighted average period for recognition | 2 years 4 months 7 days |
STOCK-BASED COMPENSATION Restri
STOCK-BASED COMPENSATION Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 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 | 705,166 |
Vested | (626,126) |
Unvested at September 30, 2016 | 2,633,637 |
Weighted-Average Grant Date Fair Value: | |
Unvested at December 31, 2015 | $ / shares | $ 2.72 |
Granted | $ / shares | 2.41 |
Vested | $ / shares | 2.83 |
Unvested at September 30, 2016 | $ / shares | $ 2.61 |
Intrinsic value of unvested RSUs | $ | $ 6.1 |
Unrecognized compensation expense | $ | $ 3.6 |
Weighted average period for recognition | 2 years 4 months 7 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 | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
(Loss) / income from continuing operations before income from investment in subsidiaries | $ (19,823) | $ (21,510) | $ (201,766) | $ (103,422) | |
Net loss attributable to noncontrolling interests | 196 | 253 | 387 | 817 | |
Preferred share accretion paid in kind | (2,364) | (4,391) | (11,314) | (12,796) | |
Income Loss From Continuing Operations Available to Common Shareholders, Net of Noncontrolling Interest, Basic | (21,991) | (25,648) | (212,693) | (115,401) | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | (265) | 0 | (869) | |
Net Income (Loss) Available to Common Stockholders, Basic | (21,991) | (25,913) | (212,693) | (116,270) | |
Net loss attributable to CME Ltd. available to common shareholders - Diluted | $ (21,991) | $ (25,913) | $ (212,693) | $ (116,270) | |
Weighted average outstanding shares of common stock - basic (in shares) | [1] | 153,494,000 | 147,054,000 | 149,898,000 | 146,803,000 |
Dilutive effect of employee stock options and RSUs (in shares) | 0 | 0 | 0 | 0 | |
Weighted average outstanding shares of common stock - diluted (in shares) | 153,494,000 | 147,054,000 | 149,898,000 | 146,803,000 | |
Net loss per share: | |||||
Continuing operations attributable to CME Ltd. - Basic | $ (0.14) | $ (0.17) | $ (1.42) | $ (0.79) | |
Continuing operations attributable to CME Ltd. - Diluted | (0.14) | (0.17) | (1.42) | (0.79) | |
Discontinued operations attributable to CME Ltd. - Basic | 0 | (0.01) | 0 | 0 | |
Discontinued operations attributable to CME Ltd. - Diluted | 0 | (0.01) | 0 | 0 | |
Net loss attributable to CME Ltd. – Basic | (0.14) | (0.18) | (1.42) | (0.79) | |
Net loss attributable to CME Ltd. – Diluted | $ (0.14) | $ (0.18) | $ (1.42) | $ (0.79) | |
Antidilutive securities excluded from computation of earnings per share | 107,665,348 | ||||
Series B Preferred Stock [Member] | |||||
Other Preferred Stock Dividends and Adjustments | $ 0 | $ 0 | |||
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 | 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 | 9 Months Ended | |||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)operating_segment | Sep. 30, 2015USD ($) | ||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | $ 126,706 | $ 117,322 | $ 430,912 | $ 410,289 | |||
OIBDA | 18,014 | 8,353 | 88,754 | 66,612 | |||
Depreciation | 7,557 | 6,974 | 22,469 | 20,911 | |||
Amortization of Intangible Assets | (2,073) | (2,695) | (6,247) | (9,628) | |||
Other Items | 0 | (30,169) | [1] | 0 | (11,982) | [1] | |
Operating Income (Loss) | 8,384 | 28,853 | 60,038 | 48,055 | |||
Interest Expense | 27,636 | 43,998 | 106,335 | 125,862 | |||
Gains (Losses) on Extinguishment of Debt | 0 | 0 | (150,158) | 0 | |||
Nonoperating Income (Expense) | 387 | (6,477) | 1,636 | (22,122) | |||
(Loss) / income from continuing operations before tax and income from investment in subsidiaries | (18,865) | (21,622) | (194,819) | (99,929) | |||
BULGARIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 13,789 | 14,673 | 50,103 | 50,877 | |||
OIBDA | 1,943 | 2,223 | 8,966 | 8,466 | |||
CROATIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 9,833 | 9,949 | 38,037 | 38,184 | |||
OIBDA | (516) | (909) | 5,386 | 5,925 | |||
CZECH REPUBLIC [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 39,031 | 35,575 | 128,558 | 122,671 | |||
OIBDA | 13,180 | 9,483 | 46,353 | 43,812 | |||
ROMANIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 36,970 | 32,005 | 118,269 | 109,561 | |||
OIBDA | 12,606 | 6,953 | 45,030 | 25,733 | |||
SLOVAK REPUBLIC [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 17,864 | 17,223 | 59,466 | 54,997 | |||
OIBDA | (383) | 358 | 5,168 | 3,840 | |||
SLOVENIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 9,555 | 8,606 | 37,324 | 35,149 | |||
OIBDA | (746) | (1,556) | 170 | (233) | |||
Intersegment Revenues [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | [2] | (336) | (709) | (845) | (1,150) | ||
Elimination [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
OIBDA | 11 | (225) | $ (57) | (260) | |||
Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of Operating Segments | operating_segment | 6 | ||||||
OIBDA | 26,095 | 16,327 | $ 111,016 | 87,283 | |||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
OIBDA | $ (8,081) | $ (7,974) | $ (22,262) | $ (20,671) | |||
[1] | Other items for the three and nine months ended September 30, 2015 consists solely of the reversal of charges related to a tax audit of Pro TV in Romania, which were accrued in the fourth quarter of 2014 and in the first quarter of 2015 and fully released in the third quarter of 2015 | ||||||
[2] | (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 | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Segment Reporting [Abstract] | ||||||
Total OIBDA | $ 18,014 | $ 8,353 | $ 88,754 | $ 66,612 | ||
Depreciation of property, plant and equipment | (7,557) | (6,974) | (22,469) | (20,911) | ||
Amortization of broadcast licenses and other intangibles | (2,073) | (2,695) | (6,247) | (9,628) | ||
Operating income | 8,384 | 28,853 | 60,038 | 48,055 | ||
Interest income | 90 | 109 | 483 | 339 | ||
Interest expense | (27,636) | (43,998) | (106,335) | (125,862) | ||
Total other non-operating income / (expense) | 387 | (6,477) | 1,636 | (22,122) | ||
Foreign currency exchange loss, net | 630 | (568) | 13,050 | (9,768) | ||
Change in fair value of derivatives (Note 11) | (398) | (2,443) | (11,904) | (5,673) | ||
Loss before tax | (18,865) | (21,622) | (194,819) | (99,929) | ||
Other Items | $ 0 | $ 30,169 | [1] | $ 0 | $ 11,982 | [1] |
[1] | Other items for the three and nine months ended September 30, 2015 consists solely of the reversal of charges related to a tax audit of Pro TV in Romania, which were accrued in the fourth quarter of 2014 and in the first quarter of 2015 and fully released in the third quarter of 2015 |
SEGMENT DATA Total Assets (Deta
SEGMENT DATA Total Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 1,444,236 | $ 1,440,417 |
BULGARIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 134,160 | 134,418 | |
CROATIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 52,248 | 52,306 | |
CZECH REPUBLIC [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 724,669 | 746,269 | |
ROMANIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 292,242 | 261,984 | |
SLOVAK REPUBLIC [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 125,566 | 121,122 | |
SLOVENIA [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 71,320 | 70,911 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | [1] | 1,400,205 | 1,387,010 |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 44,031 | $ 53,407 | |
[1] | (1) Segment assets exclude any intercompany balances. |
SEGMENT DATA Capital Expenditur
SEGMENT DATA Capital Expenditure (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 8,560 | $ 11,882 | $ 19,847 | $ 26,344 |
BULGARIA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 1,840 | 1,614 | 2,828 | 3,077 |
CROATIA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 305 | 1,273 | 1,385 | 2,208 |
CZECH REPUBLIC [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 1,454 | 4,415 | 4,317 | 8,991 |
ROMANIA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 2,693 | 2,298 | 5,027 | 4,885 |
SLOVAK REPUBLIC [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 462 | 460 | 1,286 | 2,207 |
SLOVENIA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 1,523 | 927 | 3,238 | 2,487 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 8,277 | 10,987 | 18,081 | 23,855 |
Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 283 | $ 895 | $ 1,766 | $ 2,489 |
SEGMENT DATA Long Lived Assets
SEGMENT DATA Long Lived Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 109,424 | [1] | $ 108,522 | [1] | $ 109,237 | $ 114,335 | |
BULGARIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 6,368 | 5,602 | ||||
CROATIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 5,946 | 5,497 | ||||
CZECH REPUBLIC [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 37,701 | 39,907 | ||||
ROMANIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 23,528 | 20,873 | ||||
SLOVAK REPUBLIC [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 15,328 | 15,606 | ||||
SLOVENIA [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 15,004 | 15,082 | ||||
Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 103,875 | 102,567 | ||||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | $ 5,549 | $ 5,955 | ||||
[1] | 1) Reflects property, plant and equipment. |
SEGMENT DATA Revenue by Type (D
SEGMENT DATA Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | ||||
Television advertising | $ 101,287 | $ 93,882 | $ 354,470 | $ 337,054 |
Carriage fees and subscriptions | 19,745 | 17,731 | 58,816 | 54,936 |
Other | 5,674 | 5,709 | 17,626 | 18,299 |
Total net revenues | $ 126,706 | $ 117,322 | $ 430,912 | $ 410,289 |
COMMITMENTS AND CONTINGENCIES O
COMMITMENTS AND CONTINGENCIES Operating Lease Payments (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,015 | $ 930 |
2,016 | 2,873 |
2,017 | 2,190 |
2,018 | 977 |
2,019 | 508 |
2021 and thereafter | 1,789 |
Total | $ 9,267 |
COMMITMENTS AND CONTINGENCIES P
COMMITMENTS AND CONTINGENCIES Programming Rights Agreements and Other Commitments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Programming purchase obligations [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
2,015 | $ 26,796 | |
2,016 | 46,180 | |
2,017 | 37,845 | |
2,018 | 19,641 | |
2,019 | 6,946 | |
2020 and thereafter | 2,425 | |
Total | 139,833 | $ 144,900 |
Digital transmission obligations [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
2,015 | 9,199 | |
2,016 | 14,289 | |
2,017 | 5,736 | |
2,018 | 11,338 | |
2,019 | 384 | |
2020 and thereafter | 395 | |
Total | 41,341 | |
Capital Addition Purchase Commitments [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
2,015 | 910 | |
2,016 | 0 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2020 and thereafter | 0 | |
Total | $ 910 |
COMMITMENTS AND CONTINGENCIES87
COMMITMENTS AND CONTINGENCIES Other (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Percentage owned by Parent | 100.00% |
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 | $ 9,199 |
Unrecorded Unconditional Purchase Obligation, Due within Two Years | 14,289 |
Unrecorded Unconditional Purchase Obligation, Due within Three Years | 5,736 |
Unrecorded Unconditional Purchase Obligation, Due within Four Years | 11,338 |
Unrecorded Unconditional Purchase Obligation, Due within Five Years | 384 |
2020 and thereafter | 395 |
Unrecorded Unconditional Purchase Obligation | $ 41,341 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||||
Related Party Transaction [Line Items] | ||||||||
Programming liabilities | $ 18,673 | $ 18,673 | $ 14,583 | |||||
Other accounts payable and accrued liabilities | 30 | 30 | 53 | |||||
Accrued interest payable | 31,118 | [1] | 31,118 | [1] | 477 | |||
Other non-current liabilities | $ 51,820 | $ 51,820 | 65,749 | |||||
Time Warner [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage, related party | 47.30% | 47.30% | ||||||
Purchases of programming | $ 5,665 | $ 3,968 | $ 17,111 | $ 15,832 | ||||
Sales | 0 | 67 | 0 | 89 | ||||
Interest expense | 22,189 | $ 32,238 | 87,688 | $ 91,823 | ||||
Programming liabilities | 18,673 | 18,673 | 14,583 | |||||
Long-term debt and other financing arrangements | 0 | 0 | 324,979 | |||||
Accrued interest payable | [2] | 31,118 | 31,118 | 5,781 | ||||
Other non-current liabilities | [3] | 21,907 | 21,907 | 31,895 | ||||
Accounts Payable [Member] | Time Warner [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other accounts payable and accrued liabilities | $ 30 | $ 30 | $ 53 | |||||
[1] | (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements". | |||||||
[2] | 2) 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". | |||||||
[3] | 1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 4, "Long-term Debt and Other Financing Arrangements". |