Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 23, 2018 | |
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 | 148,721,537 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Current assets | |||
Cash and cash equivalents | $ 74,264 | $ 54,903 | |
Accounts receivable, net (Note 7) | 139,976 | 158,903 | |
Program rights, net (Note 6) | 76,193 | 69,706 | |
Other current assets (Note 8) | 34,809 | 33,106 | |
Assets held for sale (Note 3) | 143,481 | 148,156 | |
Total current assets | 468,723 | 464,774 | |
Non-current assets | |||
Property, plant and equipment, net (Note 9) | [1] | 105,850 | 103,648 |
Program rights, net (Note 6) | 175,061 | 182,170 | |
Goodwill (Note 4) | 734,222 | 712,359 | |
Other intangible assets, net (Note 4) | 150,293 | 148,235 | |
Other non-current assets (Note 8) | 15,777 | 16,869 | |
Total non-current assets | 1,181,203 | 1,163,281 | |
Total assets | [2] | 1,649,926 | 1,628,055 |
Current liabilities | |||
Accounts payable and accrued liabilities (Note 10) | 147,213 | 143,893 | |
Current portion of long-term debt and other financing arrangements (Note 5) | 3,439 | 2,960 | |
Other current liabilities (Note 11) | 33,322 | 9,280 | |
Liabilities held for sale (Note 3) | 33,361 | 32,131 | |
Total current liabilities | 217,335 | 188,264 | |
Non-current liabilities | |||
Long-term debt and other financing arrangements (Note 5) | 1,054,322 | 1,085,714 | |
Other non-current liabilities (Note 11) | 97,542 | 95,254 | |
Total non-current liabilities | 1,151,864 | 1,180,968 | |
Commitments and contingencies (Note 20) | |||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2017 - 200,000) (Note 13) | 267,040 | 264,593 | |
CME Ltd. shareholders’ equity (Note 14): | |||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2017 – one) | 0 | 0 | |
Additional paid-in capital | 1,905,969 | 1,905,779 | |
Accumulated deficit | (1,728,518) | (1,735,768) | |
Accumulated other comprehensive loss | (175,254) | (187,438) | |
Total CME Ltd. shareholders’ equity / (deficit) | 14,055 | (5,788) | |
Noncontrolling interests | (368) | 18 | |
Total equity / (deficit) | 13,687 | (5,770) | |
Total liabilities and equity | 1,649,926 | 1,628,055 | |
Class A Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 14): | |||
Common stock | 11,858 | 11,639 | |
Class B Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 14): | |||
Common stock | $ 0 | $ 0 | |
[1] | (1) Reflects property, plant and equipment, net | ||
[2] | (1) Segment assets exclude any intercompany balances. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Series B Preferred Shares | ||
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) | 148,235,428 | 145,486,497 |
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 | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Income Statement [Abstract] | |||
Net revenues | $ 139,182 | $ 111,732 | |
Operating expenses: | |||
Content costs | 69,806 | 58,645 | |
Other operating costs | 12,687 | 11,255 | |
Depreciation of property, plant and equipment | 7,366 | 5,959 | |
Amortization of broadcast licenses and other intangibles | 2,356 | 2,109 | |
Cost of revenues | 92,215 | 77,968 | |
Selling, general and administrative expenses | 26,022 | 20,740 | |
Operating income | 20,945 | 13,024 | |
Interest expense (Note 15) | (15,012) | (18,993) | |
Loss on extinguishment of debt (Note 5) | (109) | 0 | |
Other non-operating income, net (Note 16) | 4,157 | 2,232 | |
Income / (loss) before tax | 9,981 | (3,737) | |
Provision for income taxes | (3,897) | (2,245) | |
Income / (loss) from continuing operations | 6,084 | (5,982) | |
Income / (loss) from discontinued operations, net of tax (Note 3) | 988 | (5,292) | |
Net income / (loss) | 7,072 | (11,274) | |
Net loss attributable to noncontrolling interests | 178 | 209 | |
Net income / (loss) attributable to CME Ltd. | 7,250 | (11,065) | |
Currency translation adjustment | 11,785 | 2,072 | |
Unrealized gain on derivative instruments (Note 12) | 191 | 1,258 | |
Total other comprehensive income | 11,976 | 3,330 | |
Comprehensive income / (loss) | 19,048 | (7,944) | |
Comprehensive loss attributable to noncontrolling interests | 386 | 301 | |
Comprehensive income / (loss) attributable to CME Ltd. | $ 19,434 | $ (7,643) | |
Net (loss) / income per share: | |||
Continuing operations — basic | $ 0.01 | $ (0.05) | |
Continuing operations — diluted | 0.01 | (0.05) | |
Discontinued operations — basic | 0.01 | (0.04) | |
Discontinued operations — diluted | 0 | (0.04) | |
Net income / (loss) attributable to CME Ltd. — basic | 0.02 | (0.09) | |
Net income / (loss) attributable to CME Ltd. — diluted | $ 0.01 | $ (0.09) | |
Weighted average common shares used in computing per share amounts (000’s): | |||
Basic (in shares) | [1] | 158,039 | 154,795 |
Diluted (in shares) | 241,905 | 154,795 | |
[1] | (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 the common stock. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 3 months ended Mar. 31, 2018 - 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] |
BALANCE at Dec. 31, 2017 | $ (5,770) | $ 1,905,779 | $ (1,735,768) | $ (187,438) | $ 18 | $ 0 | $ 11,639 | $ 0 | ||
BALANCE (in shares) at Dec. 31, 2017 | 1 | |||||||||
BALANCE (in shares) at Dec. 31, 2017 | 145,486,497 | 0 | 0 | |||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||
Stock-based compensation | 1,112 | 1,112 | ||||||||
Number of warrants exercised (in shares) | 2,280,936 | |||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 182 | |||||||||
Exercise of warrants (Note 14) | 2,281 | 2,099 | ||||||||
Shares issuance, stock-based compensation (in shares) | 467,995 | |||||||||
Share issuance, stock-based compensation | 0 | (37) | $ 37 | |||||||
Payments of withholding tax on net share settlement of share-based compensation | (537) | (537) | ||||||||
Preferred dividend paid in kind | (2,447) | (2,447) | ||||||||
Net income / (loss) | 7,072 | 7,250 | (178) | |||||||
Unrealized gain on derivative instruments (Note 12) | 191 | (191) | ||||||||
Currency translation adjustment | 11,785 | 11,993 | (208) | |||||||
Currency translation adjustment | 11,785 | |||||||||
BALANCE at Mar. 31, 2018 | $ 13,687 | $ 1,905,969 | $ (1,728,518) | $ (175,254) | $ (368) | $ 0 | $ 11,858 | $ 0 | ||
BALANCE (in shares) at Mar. 31, 2018 | 1 | |||||||||
BALANCE (in shares) at Mar. 31, 2018 | 148,235,428 | 0 | 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS € in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income / (loss) | $ 7,072 | $ (11,274) |
Adjustments to reconcile net income / (loss) to net cash generated from continuing operating activities: | ||
(Income) / loss from discontinued operations, net of tax (Note 3) | (988) | 5,292 |
Amortization of program rights | 69,806 | 58,645 |
Depreciation and other amortization | 11,279 | 9,432 |
Loss on extinguishment of debt (Note 5) | 109 | 0 |
Gain on disposal of fixed assets | (1) | (23) |
Deferred income taxes | (90) | (598) |
Stock-based compensation (Note 17) | 1,074 | 767 |
Change in fair value of derivatives | 162 | (265) |
Foreign currency exchange gain, net | (3,729) | (2,044) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 23,452 | 26,525 |
Accounts payable and accrued liabilities | (8,365) | (12,080) |
Program rights | (66,038) | (54,208) |
Other assets and liabilities | (550) | 860 |
Accrued interest | 8,810 | 13,102 |
Income taxes payable | (40) | (34) |
Deferred revenue | 23,691 | 18,414 |
VAT and other taxes payable | 871 | (2,091) |
Net cash generated from continuing operating activities | 66,525 | 50,420 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (4,098) | (6,034) |
Disposal of property, plant and equipment | 13 | 101 |
Net cash used in continuing investing activities | (4,085) | (5,933) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of debt | (61,645) | 0 |
Debt transactions costs | (173) | 0 |
Payment of credit facilities and capital leases | (910) | (327) |
Proceeds from exercise of warrants | 2,281 | 301 |
Net cash used in continuing financing activities | (60,447) | (26) |
Net cash provided by discontinued operations - operating activities | 16,561 | 2,684 |
Net cash used in discontinued operations - investing activities | (1,645) | (1,508) |
Net cash used in discontinued operations - financing activities | (79) | (67) |
Impact of exchange rate fluctuations on cash and cash equivalents | 2,531 | (152) |
Net increase in cash and cash equivalents | 19,361 | 45,418 |
CASH AND CASH EQUIVALENTS, beginning of period | 54,903 | 40,606 |
CASH AND CASH EQUIVALENTS, end of period | 74,264 | 86,024 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid, Net | 4,232 | 4,133 |
Cash paid for income taxes, net of refunds | 4,027 | 2,121 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accretion on Series B Convertible Redeemable Preferred Stock | $ 2,447 | $ 2,357 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2018 | |
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 four operating segments; Bulgaria, the Czech Republic, Romania and the Slovak Republic, which are also our reportable segments and our main operating countries. See Note 19, "Segment Data" for financial information by segment. We are the market-leading broadcasters in each of our four operating countries with a combined portfolio of 26 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”) and internet protocol television ("IPTV") 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, BTV ACTION, BTV LADY and RING. We own 94.0% of CME Bulgaria B.V. ("CME Bulgaria"), the subsidiary that owns our Bulgaria operations. Czech Republic We operate one general entertainment channel, TV NOVA, and seven other channels, NOVA 2, NOVA CINEMA, NOVA SPORT 1, NOVA SPORT 2, NOVA ACTION, NOVA GOLD and NOVA INTERNATIONAL, a general entertainment channel broadcasting in the Slovak Republic. Romania We operate one general entertainment channel, PRO TV, and seven other channels, PRO 2, PRO X, PRO GOLD, PRO CINEMA, PRO TV INTERNATIONAL, MTV ROMANIA, as well as PRO TV CHISINAU, a general entertainment channel broadcasting in Moldova. Slovak Republic We operate one general entertainment channel, TV MARKIZA, and three other channels, DOMA, DAJTO, and MARKIZA INTERNATIONAL, a general entertainment channel broadcasting in the Czech Republic. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | 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 the Bulgarian leva, all references to “CZK” are to the 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, 2017 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, 2017 filed with the Securities and Exchange Commission on February 8, 2018 . Our significant accounting policies have not changed since December 31, 2017 , 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 and changes in US GAAP, 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. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services, net of taxes assessed by a government authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected from the customer. Timing of revenue recognition may differ from the timing of invoicing to customers. We defer the recognition of revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Invoicing typically occurs on a monthly basis and customers are obliged to pay within 30 to 60 days of issuance. For certain services and customer types, we require payment before the services are provided. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Our principal revenue streams and their respective accounting treatments are discussed below: Television advertising revenues primarily result from the sale of advertising time. Television advertising revenues are earned as the commercials are aired. In many countries, we commit to provide advertisers with certain rating levels in connection with their advertising. Revenue is recorded based on a charge per Gross Rating Point ("GRP") ordered during the month net of estimated shortfalls. Discounts and agency commissions on television advertising revenue are recognized at the point when the advertising is broadcast and are reflected as a reduction to gross revenue. These amounts are known in advance or can be reasonably estimated based on historical practice. Carriage fees and subscription revenues includes revenues from cable operators and direct-to-home broadcasters and fees from subscriptions to our channels as well as subscriptions to our streaming services. Revenues from cable operators and direct-to-home broadcasters are recognized as revenue over the period for which the channels are provided and to which the fees relate. A portion of this fee revenue is based on the number of subscribers to our channels and recognized during the period, based upon the number of subscribers. The impacts of future changes in subscriber levels are recognized when they occur as estimates of future subscribers are constrained. Revenues from subscriptions to our streaming services are recognized over the period of the subscription. Other revenues primarily includes revenues from our internet display advertising, as well as revenues from the licensing of our content. Internet display advertising revenues are recognized on a cost-per-impression basis based on the number of times a customer's advertisement is displayed on our websites. Revenues from the licensing of our content are recognized over the license period beginning from delivery or reasonable access to the content. Our revenue streams involve significant judgment with respect to the discounts and agency commissions we provide to certain customers based on the amount of advertising purchased. Such discounts are based on estimates of the total amount expected to be earned and reduce revenue based on a systematic and rational allocation of the cost of honoring the discounts earned and claimed to each of the underlying revenue transactions that result in progress by the customer towards earning the discount. Due to timing of the information provided by the rating agencies, significant judgment may be necessary to estimate the total volume of GRPs delivered within the contract period. 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. Discontinued Operations and Assets Held for Sale We present our results of operations, financial position and cash flows of operations that have either been sold or that meet the criteria for "held-for-sale accounting" as discontinued operations if the disposal represents a strategic shift that will have a major effect on our operations and financial results. At the time an operation qualifies for held-for-sale accounting, the operation is evaluated to determine whether or not the carrying amount exceeds its fair value less cost to sell. Any loss as a result of carrying amounts in excess of fair value less cost to sell is recorded in the period the operation qualifies for held-for-sale accounting. Management judgment is required to (1) assess the criteria required to qualify for held-for-sale accounting, and (2) estimate fair value. Our Croatia and Slovenia operations are classified as discontinued operations and assets held for sale for all periods presented. See Note 3, "Discontinued Operations and Assets Held for Sale" . 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. Seasonality We experience seasonality, with advertising sales tending to be lowest during the third quarter of each calendar year due to the summer holiday period (typically July and August), and highest during the fourth quarter of each calendar year due to the holiday season. Recent Accounting Pronouncements Accounting Pronouncements Adopted On January 1, 2018, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606") using the modified retrospective method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under legacy guidance . Based on our assessment of the guidance in ASC 606, our method of recognizing revenue did not change. Furthermore, we did not record an adjustment to opening retained earnings as of January 1, 2018 and there was no impact to revenues for the three months ended March 31, 2018. In August 2016, the FASB issued guidance which is intended to reduce the existing diversity in practice related to specific cash flow issues. As applicable to us, the guidance requires that cash flows at the settlement of zero-coupon debt instruments or debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing be bifurcated between cash outflows for operating activities for the portion attributable to accrued interest, and cash outflows for financing activities for the portion attributable to the principal. We adopted this guidance as of January 1, 2018 which did not impact our net cash flows generated from continuing operating activities in 2017 or 2018. Recent Accounting Pronouncements Issued In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing leasing assets and liabilities on the balance sheet and requiring additional disclosures about an entity's leasing arrangements. The guidance requires that a lessee recognize a liability to make lease payments and a right-of-use asset, with an available exception for leases shorter than twelve months. The guidance is effective for our fiscal year beginning January 1, 2019. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In June 2016, the FASB issued new guidance to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments replace the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for our fiscal year beginning January 1, 2020 with early adoption permitted for our fiscal year beginning January 1, 2019. We are in the process of assessing the potential impacts of this guidance. |
DISCONTINUED OPERATIONS AND ASS
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | 3. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE On July 9, 2017, we entered into a framework agreement with Slovenia Broadband S.à r.l. (the "Purchaser"), a wholly owned subsidiary of United Group B.V., relating to the sale of our Croatia and Slovenia operations for cash consideration of EUR 230.0 million (approximately US$ 283.4 million ) (the "Divestment Transaction"), subject to customary working capital adjustments. On March 26, 2018, the Croatian Agency for Electronic Media confirmed the transaction is permissible under Croatian media legislation. We expect the transaction to close subject to obtaining the remaining regulatory approvals from the competition authorities in Croatia and Slovenia as well as the satisfaction of other customary closing conditions. If the transaction is terminated by either party because the transaction has not closed as of June 30, 2018 (extended from March 31, 2018), we would receive a termination fee of EUR 7.0 million (approximately US$ 8.6 million ), subject to certain exceptions, including if any requisite regulatory approval has not been obtained as a result of the Purchaser being required to make a specified material divestiture as a condition to such regulatory approval, or if a notification has not been declared complete by a relevant regulatory authority. The carrying amounts of the major classes of assets and liabilities of our discontinued operations that are classified as held for sale in the condensed consolidated balance sheets at March 31, 2018 and December 31, 2017 were: March 31, 2018 December 31, 2017 Assets held for sale Cash and cash equivalents $ 6,033 $ 8,784 Accounts receivable, net 35,364 43,540 Program rights, net 68,210 62,017 Property, plant and equipment, net 22,610 22,870 Other assets 11,264 10,945 Total assets held for sale $ 143,481 $ 148,156 Liabilities held for sale Accounts payable and accrued liabilities $ 28,006 $ 30,073 Other liabilities 5,355 2,058 Total liabilities held for sale $ 33,361 $ 32,131 Income / (loss) from discontinued operations, net of tax , comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Net revenues $ 31,814 $ 23,270 Cost of revenues 21,277 19,858 Selling, general and administrative expenses 5,052 4,168 Operating income / (loss) 5,485 (756 ) Interest expense (1) (4,207 ) (4,762 ) Other non-operating income, net 333 93 Income / (loss) from discontinued operations, before tax 1,611 (5,425 ) (Provision) / credit for income taxes (623 ) 133 Income / (loss) from discontinued operations, net of tax $ 988 $ (5,292 ) (1) For the three months ended March 31, 2018 and 2017 , we paid US$ 0.9 million and US$ 0.8 million , respectively, of interest and Guarantee Fees associated with the 2018 Euro Term Loan and 2019 Euro Term Loan (as defined in Note 5, "Long-term Debt and Other Financing Arrangements" ). These payments were allocated to Net cash provided by discontinued operations - operating activities in our Condensed Consolidated Statements of Cash Flows as we are required to apply the expected proceeds from the Divestment Transaction towards the repayment of the remaining principal amounts owing in respect of the 2018 Euro Term Loan as well as to the fees related to the 2019 Euro Term Loan, including Guarantee Fees and the Commitment Fee which we have previously paid in kind pursuant to the Reimbursement Agreement. To the extent excess funds are available thereafter, the remaining proceeds are required to be applied to the principal amounts owing in respect of the 2019 Euro Term Loan. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 4. GOODWILL AND INTANGIBLE ASSETS Goodwill: Goodwill by reporting unit as at March 31, 2018 and December 31, 2017 was as follows: Bulgaria Czech Republic Romania Slovak Republic Total Gross Balance, December 31, 2017 $ 175,071 $ 837,732 $ 90,305 $ 52,463 $ 1,155,571 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Balance, December 31, 2017 30,432 550,187 79,277 52,463 712,359 Foreign currency 832 17,321 2,271 1,439 21,863 Balance, March 31, 2018 31,264 567,508 81,548 53,902 734,222 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Gross Balance, March 31, 2018 $ 175,903 $ 855,053 $ 92,576 $ 53,902 $ 1,177,434 Other intangible assets: Changes in the net book value of our other intangible assets as at March 31, 2018 and December 31, 2017 are summarized as follows: March 31, 2018 December 31, 2017 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 90,422 $ — $ 90,422 $ 87,900 $ — $ 87,900 Amortized: Broadcast licenses 227,013 (168,926 ) 58,087 220,194 (161,820 ) 58,374 Trademarks 433 (433 ) — 421 (421 ) — Customer relationships 60,455 (58,849 ) 1,606 58,771 (56,996 ) 1,775 Other 1,802 (1,624 ) 178 1,753 (1,567 ) 186 Total $ 380,125 $ (229,832 ) $ 150,293 $ 369,039 $ (220,804 ) $ 148,235 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. Our customer relationships are deemed to have an economic useful life of, and are amortized on a straight-line basis over, five years to fifteen years . |
LONG-TERM DEBT AND OTHER FINANC
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 5. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary March 31, 2018 December 31, 2017 Long-term debt $ 1,047,600 $ 1,079,187 Other credit facilities and capital leases 10,161 9,487 Total long-term debt and other financing arrangements 1,057,761 1,088,674 Less: current maturities (3,439 ) (2,960 ) Total non-current long-term debt and other financing arrangements $ 1,054,322 $ 1,085,714 Financing Transactions On February 5, 2018, we entered into an amendment to extend the maturity date of the 2018 Euro Term Loan from November 1, 2018 to May 1, 2019. On February 6, 2018, we paid EUR 50.0 million (approximately US$ 61.6 million at February 6, 2018 rates) of the outstanding principal balance of the 2018 Euro Term Loan on which we recognized a loss on extinguishment of US$ 0.1 million . On April 25, 2018 we entered into a series of amendments which modify certain terms of our 2019 Euro Term Loan, the 2021 Euro Term Loan, the 2021 Revolving Credit Facility (as defined below) and the Reimbursement Agreement (as defined below) (collectively, the "Financing Transactions"). The Financing Transactions reduce the rates payable under the pricing grid under the Reimbursement Agreement and the 2021 Revolving Credit Facility as well as extend the maturity dates of the 2019 Euro Term Loan, the 2021 Euro Term Loan and the 2021 Revolving Credit Facility. The amount available to us under the 2021 Revolving Credit Facility will increase to US$ 75.0 million . The Financing Transactions are effective on April 26, 2018 (see Note 22, "Subsequent Events" ). On April 25, 2018, Time Warner Inc. ("Time Warner") and TW Investor exercised their outstanding warrants to acquire 100,926,996 shares of Class A Common Stock at US$ 1.00 per share. We will use the proceeds from this transaction to repay a substantial portion of the principal amount outstanding of the 2018 Euro Term Loan (see Note 22, "Subsequent Events" ). We are required to apply the proceeds from the Divestment Transaction to the repayment of the remaining principal amount of the 2018 Euro Term Loan. Any excess amounts will then be applied to pay fees related to the 2019 Euro Term Loan, including Guarantee Fees and the Commitment Fee which we have previously paid in kind pursuant to the Reimbursement Agreement. To the extent excess funds are available thereafter, the remaining proceeds are required to be applied to the principal amounts owing in respect of the 2019 Euro Term Loan (see Note 3, "Discontinued Operations and Assets Held for Sale" ). Overview Total long-term debt and credit facilities comprised the following at March 31, 2018 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2018 Euro Term Loan $ 185,801 $ (278 ) $ 185,523 2019 Euro Term Loan 289,956 (325 ) 289,631 2021 Euro Term Loan 577,608 (5,162 ) 572,446 2021 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 1,053,365 $ (5,765 ) $ 1,047,600 (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 March 31, 2018 and December 31, 2017 : Carrying Amount Fair Value March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 2018 Euro Term Loan $ 185,523 $ 240,545 $ 180,486 $ 236,337 2019 Euro Term Loan 289,631 281,871 276,968 268,858 2021 Euro Term Loan 572,446 556,771 525,017 510,882 $ 1,047,600 $ 1,079,187 $ 982,471 $ 1,016,077 The fair values of the Euro Term Loans (as defined below) as at March 31, 2018 and December 31, 2017 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 12, "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 each of the Euro Term Loans. The embedded derivatives are considered clearly and closely related to their respective Euro Term Loan, and as such are not required to be accounted for separately. 2018 Euro Term Loan As at March 31, 2018 , the principal amount of our floating rate senior unsecured term credit facility (the "2018 Euro Term Loan") outstanding was EUR 150.8 million (approximately US$ 185.8 million ). The 2018 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 12, "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 March 31, 2018 , the all-in borrowing rate on amounts outstanding under the 2018 Euro Term Loan was 6.0% , 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. Pursuant to the amendment entered into on February 5, 2018, the 2018 Euro Term Loan will mature on May 1, 2019 and may be prepaid at our option, in whole or in part, without premium or penalty. 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. 2019 Euro Term Loan As at March 31, 2018 , 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$ 290.0 million ). The 2019 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 12, "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 March 31, 2018 , the all-in borrowing rate on amounts outstanding under the 2019 Euro Term Loan was 6.0% , 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. 2021 Euro Term Loan As at March 31, 2018 , 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$ 577.6 million ). The 2021 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 12, "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 March 31, 2018 , the all-in borrowing rate on amounts outstanding under the 2021 Euro Term Loan was 6.0% , 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 January 7, April 7, July 7 and October 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. Reimbursement Agreement and Guarantee Fees In connection with Time Warner’s guarantees of the 2018 Euro Term Loan, the 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. The Reimbursement Agreement provides for the payment of guarantee fees (collectively, the "Guarantee Fees") to Time Warner as consideration for those guarantees, and the reimbursement to Time Warner of any amounts paid by them under any guarantee or through any loan purchase right exercised by it. 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 (described below). We pay Guarantee Fees to Time Warner based on the amounts outstanding on the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below: Consolidated Net Leverage Cash Rate (1) PIK Fee Rate Total Rate (2) ≥ 7.0x 5.00 % 3.50 % 8.50 % < 7.0x - 6.0x 5.00 % 2.25 % 7.25 % < 6.0x - 5.0x 5.00 % 1.00 % 6.00 % < 5.0x 5.00 % — % 5.00 % (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. (2) If we reduce our long-term debt to less than EUR 815.0 million , subject to certain adjustments in respect of specified debt repayments, prior to September 30, 2018, a 50 basis point reduction in the all-in rate would be applied. Our consolidated net leverage as at March 31, 2018 and December 31, 2017 was 4.8x and 5.4x , respectively. For the three months ended March 31, 2018 and 2017 , we recognized US$ 8.7 million and US$ 13.0 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. The Guarantee Fees relating to the 2021 Euro Term Loan are payable semi-annually in arrears on each June 1 and December 1. The first 5.0% of the all-in rate for each facility (including the base rate and the rate paid pursuant to the hedging arrangements) must be paid in cash and the remainder is 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 11, "Other Liabilities" ) and bear interest per annum at their respective Guarantee Fee rate (as set forth in the table below). 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 % 0.14 % 4.36 % 6.00 % 2019 Euro Term Loan 1.50 % 0.31 % 4.19 % 6.00 % 2021 Euro Term Loan 1.50 % 0.28 % 4.22 % 6.00 % 2021 Revolving Credit Facility (1) 9.31 % (2) — % — % 9.31 % (1) As at March 31, 2018 , the 2021 Revolving Credit Facility was undrawn. (2) Based on the three month LIBOR of 2.31% as at March 31, 2018 . 2021 Revolving Credit Facility We had no balance outstanding under the US$ 50.0 million revolving credit facility (the “2021 Revolving Credit Facility”) as at March 31, 2018 . The 2021 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternate base rate plus 6.0% or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0% , plus, in each case, 7.0% , 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 LIBOR (subject to a floor of 1.0% ) plus 9.0% if our net leverage is greater than or equal to seven times, to LIBOR (subject to a floor of 1.0% ) plus 6.0% 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. When drawn, the 2021 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. The 2021 Revolving Credit Facility is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The 2021 Revolving Credit Facility agreement contains limitations on CME’s ability to incur indebtedness, incur guarantees, grant liens, pay dividends or make other distributions, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, make certain investments acquisitions and loans, and conduct certain asset sales. The agreement also contains maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios, and has covenants in respect of incurring indebtedness, the provision of guarantees, making investments and disposals, granting security and certain events of defaults. Other Credit Facilities and Capital Lease Obligations Other credit facilities and capital lease obligations comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Credit facilities (1) – (3) $ — $ — Capital leases 10,161 9,487 Total credit facilities and capital leases 10,161 9,487 Less: current maturities (3,439 ) (2,960 ) Total non-current credit facilities and capital leases $ 6,722 $ 6,527 (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 throughout the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at March 31, 2018 , we had deposits of US$ 38.1 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, 2017 , we had deposits of US$ 12.4 million in and no drawings on the BMG cash pool. (2) As at March 31, 2018 there were no drawings outstanding under a CZK 575.0 million (approximately US$ 27.9 million ) factoring framework agreement with Factoring Česka spořitelna ("FCS"), a.s. As at December 31, 2017 , approximately CZK 127.2 million (approximately US$ 6.2 million at March 31, 2018 rates) of receivables were factored on a non-recourse basis and derecognized from the condensed consolidated balance sheet. Under this facility, 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 0.19% of any factored receivable and bears interest at one-month PRIBOR plus 0.95% per annum for the period that receivables are factored and outstanding. (3) As at March 31, 2018 and December 31, 2017 , there were RON 136.1 million (approximately US$ 36.0 million ) and RON 99.8 million (approximately US$ 26.4 million ), respectively, of receivables factored under a factoring framework agreement with Global Funds IFN S.A. that were derecognized from the condensed consolidated balance sheet. 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. Total Group At March 31, 2018 , the maturity of our long-term debt and credit facilities was as follows: 2018 $ — 2019 475,757 2020 — 2021 577,608 2022 — 2023 and thereafter — Total long-term debt and credit facilities 1,053,365 Debt issuance costs (5,765 ) Carrying amount of long-term debt and credit facilities $ 1,047,600 On April 25, 2018 we entered into amendments which extend the maturity date of the 2019 Euro Term Loan to November 1, 2021, and the maturity date of the 2021 Euro Term Loan and the 2021 Revolving Credit Facility to April 26, 2023. These amendments are effective on April 26, 2018 (see Note 22, "Subsequent Events" ). Capital Lease Commitments We lease certain of our office and broadcast facilities as well as machinery and equipment under various leasing arrangements. The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at March 31, 2018 : 2018 $ 2,717 2019 3,229 2020 2,899 2021 1,648 2022 58 2023 and thereafter — Total undiscounted payments 10,551 Less: amount representing interest (390 ) Present value of net minimum lease payments $ 10,161 |
PROGRAM RIGHTS
PROGRAM RIGHTS | 3 Months Ended |
Mar. 31, 2018 | |
PROGRAM RIGHTS [Abstract] | |
PROGRAM RIGHTS | 6. PROGRAM RIGHTS Program rights comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Program rights: Acquired program rights, net of amortization $ 163,649 $ 161,929 Less: current portion of acquired program rights (76,193 ) (69,706 ) Total non-current acquired program rights 87,456 92,223 Produced program rights – Feature Films: Released, net of amortization 930 939 Produced program rights – Television Programs: Released, net of amortization 57,402 49,888 Completed and not released 7,341 9,987 In production 21,538 28,971 Development and pre-production 394 162 Total produced program rights 87,605 89,947 Total non-current acquired program rights and produced program rights $ 175,061 $ 182,170 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE | 7. ACCOUNTS RECEIVABLE Accounts receivable comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Third-party customers $ 150,179 $ 168,805 Less: allowance for bad debts and credit notes (10,203 ) (9,902 ) Total accounts receivable $ 139,976 $ 158,903 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets [Abstract] | |
OTHER ASSETS | 8. OTHER ASSETS Other current and non-current assets comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Current: Prepaid acquired programming $ 24,326 $ 22,579 Other prepaid expenses 7,389 7,616 VAT recoverable 793 650 Income taxes recoverable 180 109 Other 2,121 2,152 Total other current assets $ 34,809 $ 33,106 March 31, 2018 December 31, 2017 Non-current: Capitalized debt costs $ 12,237 $ 12,947 Deferred tax 2,922 2,964 Other 618 958 Total other non-current assets $ 15,777 $ 16,869 Capitalized debt costs are being amortized over the term of the 2021 Revolving Credit Facility using the straight-line method, which approximates the effective interest method. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 9. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Land and buildings $ 89,490 $ 86,480 Machinery, fixtures and equipment 205,061 195,682 Other equipment 16,545 16,121 Software 55,862 53,143 Construction in progress 1,816 3,026 Total cost 368,774 354,452 Less: accumulated depreciation (262,924 ) (250,804 ) Total net book value $ 105,850 $ 103,648 Assets held under capital leases (included in the above) Machinery, fixtures and equipment $ 16,944 $ 14,193 Total cost 16,944 14,193 Less: accumulated depreciation (6,105 ) (5,151 ) Total net book value $ 10,839 $ 9,042 The movement in the net book value of property, plant and equipment during the three months ended March 31, 2018 and 2017 was comprised of: For the Three Months Ended March 31, 2018 2017 Opening balance $ 103,648 $ 89,080 Additions (1) 6,493 5,133 Disposals (12 ) (77 ) Depreciation (7,366 ) (5,959 ) Foreign currency movements 3,087 1,156 Ending balance $ 105,850 $ 89,333 (1) Includes assets acquired under capital leases of US$ 1.9 million and US$ 0.5 million for the three months ended March 31, 2018 and 2017 , respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Accounts payable and accrued expenses $ 50,054 $ 53,408 Related party accounts payable 211 252 Programming liabilities 20,252 16,923 Related party programming liabilities 17,065 20,027 Duties and other taxes payable 10,065 8,769 Accrued staff costs 11,108 18,430 Accrued interest payable 3,243 3,326 Related party accrued interest payable (including Guarantee Fees) 18,518 6,273 Income taxes payable 14,777 14,018 Other accrued liabilities 1,920 2,467 Total accounts payable and accrued liabilities $ 147,213 $ 143,893 |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities [Abstract] | |
OTHER LIABILITIES | 11. OTHER LIABILITIES Other current and non-current liabilities comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Current: Deferred revenue $ 29,685 $ 5,675 Legal provisions 3,066 2,907 Other 571 698 Total other current liabilities $ 33,322 $ 9,280 March 31, 2018 December 31, 2017 Non-current: Deferred tax $ 20,989 $ 20,569 Related party commitment fee payable (1) 10,765 10,765 Related party Guarantee Fee payable (Note 5) 58,855 58,855 Other 6,933 5,065 Total other non-current liabilities $ 97,542 $ 95,254 (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. During the three months ended March 31, 2018 and 2017 , we recognized revenue of US$ 2.5 million and US$ 2.5 million related to our deferred revenue existing at December 31, 2017 and 2016, respectively. The increase in our deferred revenues for the three months ended March 31, 2018 is primarily the result of cash payments received from customers in advance of satisfying our performance obligations. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12. 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 5, "Long-term Debt and Other Financing Arrangements" . Hedging 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 the Euro Term Loans. These interest rate swaps 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 as other current and other non-current liabilities based on their maturity. A portion of the instrument maturing on November 1, 2019 and the entire instrument maturing on February 21, 2021 are designated as cash flow hedges. The effective portion of the changes in the fair value of these instruments 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 other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. For the three months ended March 31, 2018 and 2017 , we did not recognize any charges related to hedge ineffectiveness. The instrument maturing November 1, 2018 is not designated as a cash flow hedge. All changes in fair value are recorded in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at March 31, 2018 April 5, 2016 5 Interest rate swap EUR 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan $ (2,101 ) April 5, 2016 4 Interest rate swap EUR 150,800 November 1, 2018 Interest rate hedge underlying 2018 Euro Term Loan $ (160 ) November 10, 2015 3 Interest rate swap EUR 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (1,403 ) 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. In February 2018, we settled in part the interest rate swaps underlying the 2018 Euro Term Loan to align with the EUR 50.0 million reduction of the principal balance of that loan following the repayment on February 6, 2018 (see Note 5, "Long-term Debt and Other Financing Arrangements" ). Changes in the fair value of the settled portion of these interest rate swaps is recognized within other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. The expected proceeds from the Divestment Transaction will be used to satisfy amounts owing in respect of the 2018 Euro Term Loan and a portion of the 2019 Euro Term Loan (see Note 5, "Long-term Debt and Other Financing Arrangements" ). The anticipated reduction of principal amounts owing in respect of the 2019 Euro Term Loan will reduce future interest payments that the interest rate swap maturing on November 1, 2019 is designed to hedge. To maintain the effectiveness of the interest rate swap, we have dedesignated a portion to align the notional amount of the instrument with the 2019 Euro Term Loan principal we expect to remain after the application of Divestment Transaction proceeds. For the portion dedesignated, all related fair value adjustments, including those previously recognized in accumulated other comprehensive income / loss, are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss (see Note 14, "Equity" ). Foreign Currency Risk From time to time, we have entered into forward foreign exchange contracts to reduce our exposure to movements in foreign exchange rates related to contractual payments under certain dollar-denominated agreements. As at March 31, 2018 , we had no forward foreign exchange contracts outstanding. Fair Value of Derivatives The change in fair value of derivatives not recognized within accumulated other comprehensive income / loss comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Gain on currency swaps $ — $ 368 Loss on interest rate swaps (228 ) — Change in fair value of derivatives $ (228 ) $ 368 |
CONVERTIBLE REDEEMABLE PREFERRE
CONVERTIBLE REDEEMABLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
CONVERTIBLE REDEEMABLE PREFERRED STOCK | 13. CONVERTIBLE REDEEMABLE PREFERRED SHARES 200,000 shares of our Series B Convertible Redeemable Preferred Stock, par value US$ 0.08 per share (the “Series B Preferred Shares”) were issued and outstanding as at March 31, 2018 and December 31, 2017 . As at March 31, 2018 and December 31, 2017 , the carrying value of the Series B Preferred Shares was US$ 267.0 million and US$ 264.6 million , respectively. The Series B Preferred Shares are held by Time Warner Media Holdings B.V. ("TW Investor"). As of March 31, 2018 , the 200,000 shares of Series B preferred stock were convertible into approximately 110.2 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 June 25, 2016 to June 24, 2018. 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 March 31, 2018 , 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 will rank pari passu with our Series A Convertible Preferred Stock and senior to all other equity securities of the Company in respect of payment of dividends and distribution of assets upon liquidation. The Series B Preferred Shares have such other rights, powers and preferences as are set forth in the Certificate of Designation for the Series B Preferred Shares. We concluded that the Series B Preferred Shares were not considered a liability and that the embedded conversion feature in the Series B Preferred Shares was clearly and closely related to the host contract and therefore did not need to be bifurcated. The Series B Preferred Shares are required to be classified outside of permanent equity because such shares can be redeemed for cash in certain circumstances. 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 months ended March 31, 2018 and 2017 , we recognized accretion on the Series B Preferred Shares of US$ 2.4 million and US$ 2.4 million , respectively, with corresponding decreases in additional paid-in capital. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
EQUITY | 14. EQUITY Preferred Stock 5,000,000 shares of Preferred Stock were authorized as at March 31, 2018 and December 31, 2017 . One share of Series A Convertible Preferred Stock (the "Series A Preferred Share") was issued and outstanding as at March 31, 2018 and December 31, 2017 . The Series A Preferred Share is convertible into 11,211,449 shares of Class A common stock on the date that is 61 days after the date on which the ownership of our outstanding shares of Class A common stock by a group that includes TW Investor and its affiliates would not be greater than 49.9% . The Series A Preferred Share is entitled to one vote per each share of Class A common stock into which it is convertible and has such other rights, powers and preferences, including potential adjustments to the number of shares of Class A common stock to be issued upon conversion, as are set forth in the Certificate of Designation for the Series A Preferred Share. 200,000 shares of Series B Preferred Shares were issued and outstanding as at March 31, 2018 and December 31, 2017 (see Note 13, "Convertible Redeemable Preferred Shares" ). As of March 31, 2018 , the 200,000 Series B Preferred Shares were convertible into approximately 110.2 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 March 31, 2018 and December 31, 2017 . 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 148.2 million and 145.5 million shares of Class A common stock outstanding at March 31, 2018 and December 31, 2017 , respectively, and no shares of Class B common stock outstanding at March 31, 2018 or December 31, 2017 . As at March 31, 2018 , TW Investor owns 41.4% of the outstanding shares of Class A common stock and has a 45.5% voting interest in the Company due to its ownership of the Series A Preferred Share. On April 25, 2018, Time Warner and TW Investor exercised their warrants to acquire 100,926,996 shares of Class A Common Stock at US$ 1.00 per share (see Note 22, "Subsequent Events" ). Warrants On May 2, 2014, we issued 114,000,000 warrants in connection with a rights offering. Each warrant may be exercised 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 the three months ended March 31, 2018 , 2,280,936 warrants were exercised resulting in net proceeds to us of approximately US$ 2.3 million . As at March 31, 2018 , 103,573,640 warrants remained outstanding. Time Warner and TW Investor collectively held 100,926,996 of these warrants, all of which were exercised on April 25, 2018 (see Note 22, "Subsequent Events" ). The warrants are classified in additional paid-in capital, a component of equity, and are not subject to subsequent revaluation. Accumulated Other Comprehensive Loss The movement in accumulated other comprehensive loss during the three months ended March 31, 2018 comprised the following: Currency translation adjustment, net Unrealized (loss) / gain on derivative instruments designated as hedging instruments TOTAL Accumulated Other Comprehensive Loss BALANCE December 31, 2017 $ (184,256 ) $ (3,182 ) $ (187,438 ) Other comprehensive income / (loss) before reclassifications: Foreign exchange gain on intercompany loans (1) 1,531 — 1,531 Foreign exchange gain on the Series B Preferred Shares 7,151 — 7,151 Currency translation adjustment 3,311 — 3,311 Change in the fair value of hedging instruments — (731 ) (731 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value reclassified to interest expense — 621 621 Changes in fair value reclassified to other non-operating income, net (2) — 301 301 Net other comprehensive income 11,993 191 12,184 BALANCE March 31, 2018 $ (172,263 ) $ (2,991 ) $ (175,254 ) (1) Represents foreign exchange gains on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. (2) We expect to repay a portion of the 2019 Euro Term Loan with the expected proceeds from the Divestment Transaction (see Note 5, "Long-term Debt and Other Financing Arrangements" ). This anticipated reduction of principal amounts owing in respect of the 2019 Euro Term Loan will reduce future interest payments that the interest rate swap maturing on November 1, 2019 is designed to hedge. To maintain the effectiveness of the interest rate swap, we have dedesignated a portion to align the notional amount of the instrument with the 2019 Euro Term Loan principal we expect to remain after the application of Divestment Transaction proceeds. For the dedesignated portion, all changes in fair value and those previously recognized in accumulated other comprehensive income / loss are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss (see Note 12, "Financial Instruments and Fair Value Measurements" ). |
INTEREST EXPENSE
INTEREST EXPENSE | 3 Months Ended |
Mar. 31, 2018 | |
Interest Expense [Abstract] | |
INTEREST EXPENSE | 15. INTEREST EXPENSE Interest expense comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Interest on long-term debt and other financing arrangements $ 13,455 $ 17,629 Amortization of capitalized debt issuance costs 1,557 1,364 Total interest expense $ 15,012 $ 18,993 We paid cash interest (including mandatory cash-pay Guarantee Fees) of US$ 4.2 million and US$ 4.1 million during the three months ended March 31, 2018 and 2017 , respectively. Interest expense related to the 2018 Euro Term Loan and 2019 Euro Term Loan has been allocated to results from discontinued operations relative to the proportion of those principal balances expected to be repaid from the proceeds of the Divestment Transaction (see Note 3, "Discontinued Operations and Assets Held for Sale" ). |
OTHER NONOPERATING EXPENSE, NET
OTHER NONOPERATING EXPENSE, NET | 3 Months Ended |
Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | |
OTHER NON-OPERATING INCOME / EXPENSE | 16. OTHER NON-OPERATING INCOME / EXPENSE Other non-operating income / expense comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Interest income $ 142 $ 77 Foreign currency exchange gain, net 4,266 1,612 Change in fair value of derivatives (Note 12) (228 ) 368 Other (expense) / income, net (23 ) 175 Total other non-operating income $ 4,157 $ 2,232 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 17. 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. The charge for stock-based compensation in our condensed consolidated statement of operations and comprehensive income / loss was as follows: For the Three Months Ended March 31, 2018 2017 Stock-based compensation expense from continuing operations $ 1,074 $ 767 Stock-based compensation expense from discontinued operations 38 29 Stock Options Grants of options allow the holders to purchase shares of Class A common stock at an exercise price, which is generally the market price prevailing at the date of the grant, with vesting between one and four years after the awards are granted. There was no option activity during the three months ended March 31, 2018 . The summary of stock options outstanding as at March 31, 2018 and December 31, 2017 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2017 2,011,392 $ 2.32 7.58 $ 4,677 Outstanding at March 31, 2018 2,011,392 2.32 7.33 3,772 Vested and expected to vest 2,011,392 2.32 7.33 3,772 Exercisable at March 31, 2018 1,005,696 $ 2.32 7.33 $ 1,886 When options are vested, holders may exercise them at any time up to the maximum contractual life of the instrument which is specified in the option agreement. At March 31, 2018 , the maximum life of options that were issued under the 2015 Plan was ten years . Upon providing the appropriate written notification, holders pay the exercise price and receive shares. Shares delivered in respect of stock option exercises are newly issued shares. 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 as a component of selling, general and administrative expenses. The aggregate intrinsic value (the difference between the stock price on the last day of trading of the first quarter of March 31, 2018 and the exercise prices multiplied by the number of in-the-money options) represents the total intrinsic value that would have been received by the option holders had they exercised all in-the-money options as at March 31, 2018 . This amount changes based on the fair value of our Class A common stock. As at March 31, 2018 , there was US$ 1.0 million of unrecognized compensation expense related to stock options which is expected to be recognized over a weighted-average period of 1.3 years . There were no options granted during the quarter ended March 31, 2018 . Restricted Stock Units Each RSU represents a right to receive one share of Class A common stock of the Company for each RSU that vests in accordance with a time-based vesting schedule, generally between one to four years from the date of grant. Upon vesting, shares of Class A common stock are issued from authorized but unissued shares. Holders of RSU awards are not entitled to receive cash dividend equivalents and are not entitled to vote. The grant date fair value of RSUs is calculated as the closing price of our Class A common shares on the date of grant and presented as a component of selling, general and administrative expenses. The following table summarizes information about unvested RSU and PRSU as at March 31, 2018 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2017 2,694,063 $ 3.07 Granted 759,120 4.40 Vested (601,697 ) 2.83 Unvested at March 31, 2018 2,851,486 $ 3.47 As at March 31, 2018 and December 31, 2017 , there were 479,406 and 719,109 , respectively, of unvested RSUs with performance conditions. No RSUs with performance conditions were granted or forfeited during the three months ended March 31, 2018 . As at March 31, 2018 , the intrinsic value of unvested RSUs was US$ 12.0 million . Total unrecognized compensation cost related to unvested RSUs as at March 31, 2018 was US$ 7.0 million and is expected to be recognized over a weighted-average period of 2.3 years . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 18. 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 and the income allocated to these shares by the weighted-average number of common shares outstanding during the period. Diluted net income / loss per share is computed by dividing the adjusted net income by the weighted-average number of dilutive shares outstanding during the period. The components of basic and diluted earnings per share are as follows: For the Three Months Ended March 31, 2018 2017 Income / (loss) from continuing operations $ 6,084 $ (5,982 ) Net loss attributable to noncontrolling interests 178 209 Less: preferred share accretion paid in kind (Note 13) (2,447 ) (2,357 ) Less: income allocated to Series B Preferred Shares (1,563 ) — Income / (loss) from continuing operations available to common shareholders, net of noncontrolling interest 2,252 (8,130 ) Income / (loss) from discontinued operations, net of tax (Note 3) 988 (5,292 ) Net income / (loss) attributable to CME Ltd. available to common shareholders — basic 3,240 (13,422 ) Effect of dilutive securities Dilutive effect of Series B Preferred Shares 65 — Net income / (loss) attributable to CME Ltd. available to common shareholders — diluted $ 3,305 $ (13,422 ) Weighted average outstanding shares of common stock — basic (1) 158,039 154,795 Dilutive effect of common stock warrants, employee stock options and RSUs 83,866 — Weighted average outstanding shares of common stock — diluted 241,905 154,795 Net income / (loss) per share: Continuing operations — basic $ 0.01 $ (0.05 ) Continuing operations — diluted 0.01 (0.05 ) Discontinued operations — basic 0.01 (0.04 ) Discontinued operations — diluted 0.00 (0.04 ) Net income / (loss) attributable to CME Ltd. — basic 0.02 (0.09 ) Net income / (loss) attributable to CME Ltd. — diluted 0.01 (0.09 ) (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 the common stock. The following weighted-average, equity awards and convertible shares were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive for the periods presented: For the Three Months Ended March 31, 2018 2017 Employee stock options — 2,011 RSUs 903 1,176 Series B Preferred Shares — 105,658 Total 903 108,845 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 | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | . SEGMENT DATA We manage our business on a geographical basis, with four operating segments: Bulgaria, the Czech Republic, Romania and the Slovak Republic, 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 that carry our channels on their platforms and from revenues through the sale of distribution rights to third parties. We do not rely on any single major customer or group of major customers. 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. From January 1, 2018, stock-based compensation and certain operating costs incurred on behalf of our segments at the corporate level have been allocated to our segments for purposes of evaluating their performance. Prior period information has been recast to conform to the current period presentation. Below are tables showing our net revenues, OIBDA, total assets, capital expenditures and long-lived assets for our continuing operations by segment for the three months ended March 31, 2018 and 2017 for condensed consolidated statements of operations and comprehensive income / loss data and condensed consolidated statements of cash flow data; and as at March 31, 2018 and December 31, 2017 for condensed consolidated balance sheet data. Net revenues: For the Three Months Ended March 31, 2018 2017 Bulgaria $ 19,433 $ 15,305 Czech Republic 51,534 39,474 Romania 45,961 38,944 Slovak Republic 22,953 18,340 Intersegment revenues (1) (699 ) (331 ) Total net revenues $ 139,182 $ 111,732 (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. OIBDA: For the Three Months Ended March 31, 2018 2017 Bulgaria $ 2,981 $ 1,258 Czech Republic 15,370 10,747 Romania 18,893 14,460 Slovak Republic 1,103 748 Elimination 12 (8 ) Total operating segments 38,359 27,205 Corporate (7,692 ) (6,113 ) Total OIBDA 30,667 21,092 Depreciation of property, plant and equipment (7,366 ) (5,959 ) Amortization of broadcast licenses and other intangibles (2,356 ) (2,109 ) Operating income 20,945 13,024 Interest expense (Note 15) (15,012 ) (18,993 ) Loss on extinguishment of debt (Note 5) (109 ) — Other non-operating income, net (Note 16) 4,157 2,232 Income / (loss) before tax $ 9,981 $ (3,737 ) Total assets: (1) March 31, 2018 December 31, 2017 Bulgaria $ 150,696 $ 155,885 Czech Republic 841,942 842,716 Romania 303,362 307,286 Slovak Republic 159,121 149,866 Total operating segments 1,455,121 1,455,753 Corporate 51,324 24,146 Assets held for sale 143,481 148,156 Total assets $ 1,649,926 $ 1,628,055 (1) Segment assets exclude any intercompany balances. Capital expenditures: For the Three Months Ended March 31, 2018 2017 Bulgaria $ 451 $ 133 Czech Republic 2,507 3,198 Romania 576 1,709 Slovak Republic 411 465 Total operating segments 3,945 5,505 Corporate 153 529 Total capital expenditures $ 4,098 $ 6,034 Long-lived assets: (1) March 31, 2018 December 31, 2017 Bulgaria $ 8,930 $ 7,863 Czech Republic 45,213 46,146 Romania 29,723 28,515 Slovak Republic 18,606 17,450 Total operating segments 102,472 99,974 Corporate 3,378 3,674 Total long-lived assets $ 105,850 $ 103,648 (1) Reflects property, plant and equipment, net. Revenues from contracts with customers comprised the following at March 31, 2018 and December 31, 2017 : Consolidated revenue by type: For the Three Months Ended March 31, 2018 2017 Television advertising $ 111,796 $ 89,053 Carriage fees and subscriptions 23,297 18,886 Other 4,089 3,793 Total net revenues $ 139,182 $ 111,732 Management reviews the performance of our operations based on the above revenue types as well as on a geographic basis as described above. Management does not review other disaggregations of revenues from contracts with customers. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES Commitments a) Programming Rights Agreements and Other Commitments At March 31, 2018 , we had total commitments of US$ 87.8 million ( December 31, 2017 : US$ 99.1 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 any sublease income) and other commitments as follows: Programming purchase obligations Other commitments (1) Operating leases Capital expenditures 2018 $ 24,663 $ 13,232 $ 2,264 $ 1,411 2019 24,536 12,049 848 218 2020 18,530 2,224 443 — 2021 12,984 148 365 — 2022 3,312 125 356 — 2023 and thereafter 3,773 42 1,782 — Total $ 87,798 $ 27,820 $ 6,058 $ 1,629 (1) Other commitments are primarily comprised of digital transmission commitments. Contingencies Litigation We are from time to time party to legal proceedings, arbitrations and regulatory proceedings arising in the normal course of our business operations, including the proceeding described below. 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. In the fourth quarter of 2016, our Slovak subsidiary MARKIZA-SLOVAKIA, spol. s.r.o. (“Markiza”) was notified of claims that were filed in June 2016 in a court of first instance in Bratislava, the Slovak Republic to collect amounts allegedly owing under four promissory notes. These four promissory notes were purportedly issued in June 2000 by Pavol Rusko in his personal capacity and were purportedly guaranteed by Markiza under the signature of Mr. Rusko, who was an executive director of Markiza at that time as well as one of its shareholders. The notes purport to be issued in favor of Marian Kocner, a controversial Slovak businessman, and to a former associate of Mr. Kocner, and were supposedly assigned several times, ultimately to Sprava a inkaso zmeniek, s.r.o., a company owned by Mr. Kocner that is the plaintiff in these proceedings. Two of the notes allegedly matured in 2015 and the other two in 2016. The four notes purport to be in the aggregate amount of approximately EUR 69.0 million and accrue interest from their purported maturity dates. Despite a random case assignment system in the Slovak Republic, claims in respect of three of the notes were initially assigned to the same judge. The judge who was assigned the claim in respect of the fourth promissory note (in the amount of approximately EUR 26.2 million ) terminated proceedings in January 2017 because the plaintiff failed to pay court fees. The plaintiff refiled this claim in June 2017; the judge who was assigned the refiled claim terminated proceedings in September after the plaintiff again failed to pay court fees. In responses to the claims in respect of the other three promissory notes that were filed in August 2017 and in his testimony, Mr. Rusko asserted that he signed the three notes in June 2000. We do not believe that the notes were signed in June 2000 or that any of the notes are authentic. Although proceedings have commenced in respect of all three notes, the number of hearings that may be held in respect of any of the notes and over what time period is unknown. We are vigorously defending the claims. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. 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 45.5% voting interest in CME Ltd. as at March 31, 2018 , as material related party transactions. Time Warner For the Three Months Ended March 31, 2018 2017 Cost of revenues $ 5,318 $ 3,476 Interest expense 10,473 14,375 March 31, 2018 December 31, 2017 Programming liabilities $ 17,065 $ 20,027 Other accounts payable and accrued liabilities 211 252 Accrued interest payable (1) 18,518 6,273 Other non-current liabilities (2) 69,620 69,620 (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 5, "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 5, "Long-term Debt and Other Financing Arrangements" . |
Subsequent events Subsequent ev
Subsequent events Subsequent events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent events | 22. SUBSEQUENT EVENTS Exercise of warrants by Time Warner On April 25, 2018, Time Warner and TW Investor exercised their outstanding warrants to acquire 100,926,996 shares of Class A Common Stock at US$ 1.00 per share. We will use the proceeds from this transaction to repay a substantial portion of the principal amount outstanding of the 2018 Euro Term Loan (see Note 5, "Long-term Debt and Other Financing Arrangements" ). In connection with the exercise of warrants to acquire 100,926,996 shares of Class A Common Stock, Time Warner and TW Investor issued standing proxies to the independent directors of the Company, pursuant to which they granted the right to vote these shares on all matters at general meetings of the Company other than a change of control. In accordance with the standing proxies, such shares will be voted in proportion to votes cast at a general meeting of the Company, excluding such shares (see Part II, Item 5, Other Information). Amendments to our debt obligations On April 25, 2018, we entered into the Financing Transactions which modify certain terms of the 2019 Euro Term Loan, the 2021 Euro Term Loan, the 2021 Revolving Credit Facility and the Reimbursement Agreement. Pursuant to the Financing Transactions, the following information is effective from April 26, 2018: 2018 Euro Term Loan The all-in borrowing rate on amounts outstanding under the 2018 Euro Term Loan will be 3.75% from May 2018, under the amended pricing grid, following the improvement in our net leverage ratio (as defined in the Reimbursement Agreement). 2019 Euro Term Loan Pursuant to the Financing Transactions, the maturity date of the 2019 Euro Term Loan has been extended to November 1, 2021. The all-in borrowing rate on amounts outstanding under the 2019 Euro Term Loan will be 3.75% from May 2018, under the amended pricing grid, following the improvement in our net leverage ratio (as defined in the Reimbursement Agreement). 2021 Euro Term Loan Pursuant to the Financing Transactions, the maturity date of the 2021 Euro Term Loan has been extended to April 26, 2023. The all-in borrowing rate on amounts outstanding under the 2021 Euro Term Loan will be 4.25% from May 2018, under the amended pricing grid, following the improvement in our net leverage ratio (as defined in the Reimbursement Agreement). 2021 Revolving Credit Facility Pursuant to the Financing Transactions, the amount available to us under the 2021 Revolving Credit Facility will increase to US$ 75.0 million and the maturity date has been extended to April 26, 2023. The 2021 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternate base rate ("ABR Loans" as defined in the 2021 Revolving Credit Facility Agreement) plus the spread applicable to ABR Loans based on our consolidated net leverage or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0% , plus the spread applicable to the Eurodollar Loans (as defined in the 2021 Revolving Credit Facility Agreement) based on our consolidated net leverage, with all amounts payable in cash. Pursuant to the Financing Transactions, the following spreads are applicable: Consolidated Net Leverage Alternate Base Rate Loans Eurodollar Loans ≥ 7.0x 5.25 % 6.25 % < 7.0x - 6.0x 4.25 % 5.25 % < 6.0x - 5.0x 3.50 % 4.50 % < 5.0x - 4.0x 3.00 % 4.00 % < 4.0x - 3.0x 2.50 % 3.50 % < 3.0x 2.25 % 3.25 % Hedging Activities We will enter into interest-rate swaps corresponding to the outstanding principal amounts and maturity dates of the 2019 Euro Term Loan and the 2021 Euro Term Loan to mitigate our exposure to interest rate fluctuations on the outstanding principal amount of these loans. Guarantee Fees Guarantee Fees paid to Time Warner are based on the amounts outstanding on each of the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below: Consolidated Net Leverage 2018 Euro Term Loan 2019 Euro Term Loan 2021 Euro Term Loan ≥ 7.0x 6.00 % 6.00 % 6.50 % < 7.0x - 6.0x 5.00 % 5.00 % 5.50 % < 6.0x - 5.0x 4.25 % 4.25 % 4.75 % < 5.0x - 4.0x 3.75 % 3.75 % 4.25 % < 4.0x - 3.0x 3.25 % 3.25 % 3.75 % < 3.0x 3.25 % 3.25 % 3.50 % The all-in rate remains subject to a further reduction of up to 50 basis points if CME’s total debt is reduced below EUR 815.0 million on or prior to September 30, 2018, subject to certain adjustments in respect of specified debt repayments, such that the Guarantee Fee cannot be less than 3.0% . Pursuant to the Financing Transactions, the Guarantee Fees must be paid in cash. Covenants Pursuant to the Financing Transactions, the number of maintenance covenants has been reduced and certain other covenants are less restrictive below specified total leverage thresholds. Legal Proceedings On April 26, 2018, the court of first instance in Bratislava ruled in favor of the claimant in respect of one promissory note having a face value of EUR 8.3 million (see Part II, Item I, "Legal Proceedings"). We plan to appeal this decision. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2017 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, 2017 filed with the Securities and Exchange Commission on February 8, 2018 . Our significant accounting policies have not changed since December 31, 2017 , 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 and changes in US GAAP, 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services, net of taxes assessed by a government authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected from the customer. Timing of revenue recognition may differ from the timing of invoicing to customers. We defer the recognition of revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Invoicing typically occurs on a monthly basis and customers are obliged to pay within 30 to 60 days of issuance. For certain services and customer types, we require payment before the services are provided. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Our principal revenue streams and their respective accounting treatments are discussed below: Television advertising revenues primarily result from the sale of advertising time. Television advertising revenues are earned as the commercials are aired. In many countries, we commit to provide advertisers with certain rating levels in connection with their advertising. Revenue is recorded based on a charge per Gross Rating Point ("GRP") ordered during the month net of estimated shortfalls. Discounts and agency commissions on television advertising revenue are recognized at the point when the advertising is broadcast and are reflected as a reduction to gross revenue. These amounts are known in advance or can be reasonably estimated based on historical practice. Carriage fees and subscription revenues includes revenues from cable operators and direct-to-home broadcasters and fees from subscriptions to our channels as well as subscriptions to our streaming services. Revenues from cable operators and direct-to-home broadcasters are recognized as revenue over the period for which the channels are provided and to which the fees relate. A portion of this fee revenue is based on the number of subscribers to our channels and recognized during the period, based upon the number of subscribers. The impacts of future changes in subscriber levels are recognized when they occur as estimates of future subscribers are constrained. Revenues from subscriptions to our streaming services are recognized over the period of the subscription. Other revenues primarily includes revenues from our internet display advertising, as well as revenues from the licensing of our content. Internet display advertising revenues are recognized on a cost-per-impression basis based on the number of times a customer's advertisement is displayed on our websites. Revenues from the licensing of our content are recognized over the license period beginning from delivery or reasonable access to the content. Our revenue streams involve significant judgment with respect to the discounts and agency commissions we provide to certain customers based on the amount of advertising purchased. Such discounts are based on estimates of the total amount expected to be earned and reduce revenue based on a systematic and rational allocation of the cost of honoring the discounts earned and claimed to each of the underlying revenue transactions that result in progress by the customer towards earning the discount. Due to timing of the information provided by the rating agencies, significant judgment may be necessary to estimate the total volume of GRPs delivered within the contract period. |
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. |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale We present our results of operations, financial position and cash flows of operations that have either been sold or that meet the criteria for "held-for-sale accounting" as discontinued operations if the disposal represents a strategic shift that will have a major effect on our operations and financial results. At the time an operation qualifies for held-for-sale accounting, the operation is evaluated to determine whether or not the carrying amount exceeds its fair value less cost to sell. Any loss as a result of carrying amounts in excess of fair value less cost to sell is recorded in the period the operation qualifies for held-for-sale accounting. Management judgment is required to (1) assess the criteria required to qualify for held-for-sale accounting, and (2) estimate fair value. Our Croatia and Slovenia operations are classified as discontinued operations and assets held for sale for all periods presented. See Note 3, "Discontinued Operations and Assets Held for Sale" . |
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. |
Seasonality | Seasonality We experience seasonality, with advertising sales tending to be lowest during the third quarter of each calendar year due to the summer holiday period (typically July and August), and highest during the fourth quarter of each calendar year due to the holiday season. |
Recent Accounting Pronouncements | Accounting Pronouncements Adopted On January 1, 2018, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606") using the modified retrospective method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under legacy guidance . Based on our assessment of the guidance in ASC 606, our method of recognizing revenue did not change. Furthermore, we did not record an adjustment to opening retained earnings as of January 1, 2018 and there was no impact to revenues for the three months ended March 31, 2018. In August 2016, the FASB issued guidance which is intended to reduce the existing diversity in practice related to specific cash flow issues. As applicable to us, the guidance requires that cash flows at the settlement of zero-coupon debt instruments or debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing be bifurcated between cash outflows for operating activities for the portion attributable to accrued interest, and cash outflows for financing activities for the portion attributable to the principal. We adopted this guidance as of January 1, 2018 which did not impact our net cash flows generated from continuing operating activities in 2017 or 2018. Recent Accounting Pronouncements Issued In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing leasing assets and liabilities on the balance sheet and requiring additional disclosures about an entity's leasing arrangements. The guidance requires that a lessee recognize a liability to make lease payments and a right-of-use asset, with an available exception for leases shorter than twelve months. The guidance is effective for our fiscal year beginning January 1, 2019. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In June 2016, the FASB issued new guidance to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments replace the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for our fiscal year beginning January 1, 2020 with early adoption permitted for our fiscal year beginning January 1, 2019. We are in the process of assessing the potential impacts of this guidance. |
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 5, "Long-term Debt and Other Financing Arrangements" . |
FINANCIAL INSTRUMENTS AND FAI30
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 5, "Long-term Debt and Other Financing Arrangements" . |
DISCONTINUED OPERATIONS AND A31
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | The carrying amounts of the major classes of assets and liabilities of our discontinued operations that are classified as held for sale in the condensed consolidated balance sheets at March 31, 2018 and December 31, 2017 were: March 31, 2018 December 31, 2017 Assets held for sale Cash and cash equivalents $ 6,033 $ 8,784 Accounts receivable, net 35,364 43,540 Program rights, net 68,210 62,017 Property, plant and equipment, net 22,610 22,870 Other assets 11,264 10,945 Total assets held for sale $ 143,481 $ 148,156 Liabilities held for sale Accounts payable and accrued liabilities $ 28,006 $ 30,073 Other liabilities 5,355 2,058 Total liabilities held for sale $ 33,361 $ 32,131 Income / (loss) from discontinued operations, net of tax , comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Net revenues $ 31,814 $ 23,270 Cost of revenues 21,277 19,858 Selling, general and administrative expenses 5,052 4,168 Operating income / (loss) 5,485 (756 ) Interest expense (1) (4,207 ) (4,762 ) Other non-operating income, net 333 93 Income / (loss) from discontinued operations, before tax 1,611 (5,425 ) (Provision) / credit for income taxes (623 ) 133 Income / (loss) from discontinued operations, net of tax $ 988 $ (5,292 ) (1) For the three months ended March 31, 2018 and 2017 , we paid US$ 0.9 million and US$ 0.8 million , respectively, of interest and Guarantee Fees associated with the 2018 Euro Term Loan and 2019 Euro Term Loan (as defined in Note 5, "Long-term Debt and Other Financing Arrangements" ). These payments were allocated to Net cash provided by discontinued operations - operating activities in our Condensed Consolidated Statements of Cash Flows as we are required to apply the expected proceeds from the Divestment Transaction towards the repayment of the remaining principal amounts owing in respect of the 2018 Euro Term Loan as well as to the fees related to the 2019 Euro Term Loan, including Guarantee Fees and the Commitment Fee which we have previously paid in kind pursuant to the Reimbursement Agreement. To the extent excess funds are available thereafter, the remaining proceeds are required to be applied to the principal amounts owing in respect of the 2019 Euro Term Loan. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill by reporting unit as at March 31, 2018 and December 31, 2017 was as follows: Bulgaria Czech Republic Romania Slovak Republic Total Gross Balance, December 31, 2017 $ 175,071 $ 837,732 $ 90,305 $ 52,463 $ 1,155,571 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Balance, December 31, 2017 30,432 550,187 79,277 52,463 712,359 Foreign currency 832 17,321 2,271 1,439 21,863 Balance, March 31, 2018 31,264 567,508 81,548 53,902 734,222 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Gross Balance, March 31, 2018 $ 175,903 $ 855,053 $ 92,576 $ 53,902 $ 1,177,434 |
Schedule of Finite-Lived and Indefinite-Lived Intengible Assets | Changes in the net book value of our other intangible assets as at March 31, 2018 and December 31, 2017 are summarized as follows: March 31, 2018 December 31, 2017 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 90,422 $ — $ 90,422 $ 87,900 $ — $ 87,900 Amortized: Broadcast licenses 227,013 (168,926 ) 58,087 220,194 (161,820 ) 58,374 Trademarks 433 (433 ) — 421 (421 ) — Customer relationships 60,455 (58,849 ) 1,606 58,771 (56,996 ) 1,775 Other 1,802 (1,624 ) 178 1,753 (1,567 ) 186 Total $ 380,125 $ (229,832 ) $ 150,293 $ 369,039 $ (220,804 ) $ 148,235 |
LONG-TERM DEBT AND OTHER FINA33
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Summary March 31, 2018 December 31, 2017 Long-term debt $ 1,047,600 $ 1,079,187 Other credit facilities and capital leases 10,161 9,487 Total long-term debt and other financing arrangements 1,057,761 1,088,674 Less: current maturities (3,439 ) (2,960 ) Total non-current long-term debt and other financing arrangements $ 1,054,322 $ 1,085,714 |
Schedule of Long-term Debt Instruments | Total long-term debt and credit facilities comprised the following at March 31, 2018 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2018 Euro Term Loan $ 185,801 $ (278 ) $ 185,523 2019 Euro Term Loan 289,956 (325 ) 289,631 2021 Euro Term Loan 577,608 (5,162 ) 572,446 2021 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 1,053,365 $ (5,765 ) $ 1,047,600 (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. |
Schedule of Senior Debt | Our long-term debt comprised the following at March 31, 2018 and December 31, 2017 : Carrying Amount Fair Value March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 2018 Euro Term Loan $ 185,523 $ 240,545 $ 180,486 $ 236,337 2019 Euro Term Loan 289,631 281,871 276,968 268,858 2021 Euro Term Loan 572,446 556,771 525,017 510,882 $ 1,047,600 $ 1,079,187 $ 982,471 $ 1,016,077 |
Schedule of Guarantor Obligations | We pay Guarantee Fees to Time Warner based on the amounts outstanding on the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below: Consolidated Net Leverage Cash Rate (1) PIK Fee Rate Total Rate (2) ≥ 7.0x 5.00 % 3.50 % 8.50 % < 7.0x - 6.0x 5.00 % 2.25 % 7.25 % < 6.0x - 5.0x 5.00 % 1.00 % 6.00 % < 5.0x 5.00 % — % 5.00 % (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. |
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 % 0.14 % 4.36 % 6.00 % 2019 Euro Term Loan 1.50 % 0.31 % 4.19 % 6.00 % 2021 Euro Term Loan 1.50 % 0.28 % 4.22 % 6.00 % 2021 Revolving Credit Facility (1) 9.31 % (2) — % — % 9.31 % (1) As at March 31, 2018 , the 2021 Revolving Credit Facility was undrawn. (2) Based on the three month LIBOR of 2.31% as at March 31, 2018 . |
Credit Facilities And Capital Lease Obligations | Other credit facilities and capital lease obligations comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Credit facilities (1) – (3) $ — $ — Capital leases 10,161 9,487 Total credit facilities and capital leases 10,161 9,487 Less: current maturities (3,439 ) (2,960 ) Total non-current credit facilities and capital leases $ 6,722 $ 6,527 (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 throughout the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at March 31, 2018 , we had deposits of US$ 38.1 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, 2017 , we had deposits of US$ 12.4 million in and no drawings on the BMG cash pool. (2) As at March 31, 2018 there were no drawings outstanding under a CZK 575.0 million (approximately US$ 27.9 million ) factoring framework agreement with Factoring Česka spořitelna ("FCS"), a.s. As at December 31, 2017 , approximately CZK 127.2 million (approximately US$ 6.2 million at March 31, 2018 rates) of receivables were factored on a non-recourse basis and derecognized from the condensed consolidated balance sheet. Under this facility, 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 0.19% of any factored receivable and bears interest at one-month PRIBOR plus 0.95% per annum for the period that receivables are factored and outstanding. (3) As at March 31, 2018 and December 31, 2017 , there were RON 136.1 million (approximately US$ 36.0 million ) and RON 99.8 million (approximately US$ 26.4 million ), respectively, of receivables factored under a factoring framework agreement with Global Funds IFN S.A. that were derecognized from the condensed consolidated balance sheet. 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. |
Maturity Of Senior Debt And Credit Facility | At March 31, 2018 , the maturity of our long-term debt and credit facilities was as follows: 2018 $ — 2019 475,757 2020 — 2021 577,608 2022 — 2023 and thereafter — Total long-term debt and credit facilities 1,053,365 Debt issuance costs (5,765 ) Carrying amount of long-term debt and credit facilities $ 1,047,600 On April 25, 2018 we entered into amendments which extend the maturity date of the 2019 Euro Term Loan to November 1, 2021, and the maturity date of the 2021 Euro Term Loan and the 2021 Revolving Credit Facility to April 26, 2023. These amendments are effective on April 26, 2018 (see Note 22, "Subsequent Events" ). |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at March 31, 2018 : 2018 $ 2,717 2019 3,229 2020 2,899 2021 1,648 2022 58 2023 and thereafter — Total undiscounted payments 10,551 Less: amount representing interest (390 ) Present value of net minimum lease payments $ 10,161 |
PROGRAM RIGHTS (Tables)
PROGRAM RIGHTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
PROGRAM RIGHTS [Abstract] | |
Schedule of Program Rights | Program rights comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Program rights: Acquired program rights, net of amortization $ 163,649 $ 161,929 Less: current portion of acquired program rights (76,193 ) (69,706 ) Total non-current acquired program rights 87,456 92,223 Produced program rights – Feature Films: Released, net of amortization 930 939 Produced program rights – Television Programs: Released, net of amortization 57,402 49,888 Completed and not released 7,341 9,987 In production 21,538 28,971 Development and pre-production 394 162 Total produced program rights 87,605 89,947 Total non-current acquired program rights and produced program rights $ 175,061 $ 182,170 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Third-party customers $ 150,179 $ 168,805 Less: allowance for bad debts and credit notes (10,203 ) (9,902 ) Total accounts receivable $ 139,976 $ 158,903 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other current and non-current assets comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Current: Prepaid acquired programming $ 24,326 $ 22,579 Other prepaid expenses 7,389 7,616 VAT recoverable 793 650 Income taxes recoverable 180 109 Other 2,121 2,152 Total other current assets $ 34,809 $ 33,106 March 31, 2018 December 31, 2017 Non-current: Capitalized debt costs $ 12,237 $ 12,947 Deferred tax 2,922 2,964 Other 618 958 Total other non-current assets $ 15,777 $ 16,869 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Land and buildings $ 89,490 $ 86,480 Machinery, fixtures and equipment 205,061 195,682 Other equipment 16,545 16,121 Software 55,862 53,143 Construction in progress 1,816 3,026 Total cost 368,774 354,452 Less: accumulated depreciation (262,924 ) (250,804 ) Total net book value $ 105,850 $ 103,648 Assets held under capital leases (included in the above) Machinery, fixtures and equipment $ 16,944 $ 14,193 Total cost 16,944 14,193 Less: accumulated depreciation (6,105 ) (5,151 ) Total net book value $ 10,839 $ 9,042 |
Property Plant And Equipment Rollforward | The movement in the net book value of property, plant and equipment during the three months ended March 31, 2018 and 2017 was comprised of: For the Three Months Ended March 31, 2018 2017 Opening balance $ 103,648 $ 89,080 Additions (1) 6,493 5,133 Disposals (12 ) (77 ) Depreciation (7,366 ) (5,959 ) Foreign currency movements 3,087 1,156 Ending balance $ 105,850 $ 89,333 |
ACCOUNTS PAYABLE AND ACCRUED 38
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Accounts payable and accrued expenses $ 50,054 $ 53,408 Related party accounts payable 211 252 Programming liabilities 20,252 16,923 Related party programming liabilities 17,065 20,027 Duties and other taxes payable 10,065 8,769 Accrued staff costs 11,108 18,430 Accrued interest payable 3,243 3,326 Related party accrued interest payable (including Guarantee Fees) 18,518 6,273 Income taxes payable 14,777 14,018 Other accrued liabilities 1,920 2,467 Total accounts payable and accrued liabilities $ 147,213 $ 143,893 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities [Abstract] | |
Schedule of Other Liabilities | Other current and non-current liabilities comprised the following at March 31, 2018 and December 31, 2017 : March 31, 2018 December 31, 2017 Current: Deferred revenue $ 29,685 $ 5,675 Legal provisions 3,066 2,907 Other 571 698 Total other current liabilities $ 33,322 $ 9,280 March 31, 2018 December 31, 2017 Non-current: Deferred tax $ 20,989 $ 20,569 Related party commitment fee payable (1) 10,765 10,765 Related party Guarantee Fee payable (Note 5) 58,855 58,855 Other 6,933 5,065 Total other non-current liabilities $ 97,542 $ 95,254 (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 FAI40
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 April 5, 2016 5 Interest rate swap EUR 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan $ (2,101 ) April 5, 2016 4 Interest rate swap EUR 150,800 November 1, 2018 Interest rate hedge underlying 2018 Euro Term Loan $ (160 ) November 10, 2015 3 Interest rate swap EUR 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (1,403 ) |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | Foreign Currency Risk From time to time, we have entered into forward foreign exchange contracts to reduce our exposure to movements in foreign exchange rates related to contractual payments under certain dollar-denominated agreements. As at March 31, 2018 , we had no forward foreign exchange contracts outstanding. |
Schedule of Changes in Fair Value of Derivatives | The change in fair value of derivatives not recognized within accumulated other comprehensive income / loss comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Gain on currency swaps $ — $ 368 Loss on interest rate swaps (228 ) — Change in fair value of derivatives $ (228 ) $ 368 |
EQUITY AOCI (Tables)
EQUITY AOCI (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Loss The movement in accumulated other comprehensive loss during the three months ended March 31, 2018 comprised the following: Currency translation adjustment, net Unrealized (loss) / gain on derivative instruments designated as hedging instruments TOTAL Accumulated Other Comprehensive Loss BALANCE December 31, 2017 $ (184,256 ) $ (3,182 ) $ (187,438 ) Other comprehensive income / (loss) before reclassifications: Foreign exchange gain on intercompany loans (1) 1,531 — 1,531 Foreign exchange gain on the Series B Preferred Shares 7,151 — 7,151 Currency translation adjustment 3,311 — 3,311 Change in the fair value of hedging instruments — (731 ) (731 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value reclassified to interest expense — 621 621 Changes in fair value reclassified to other non-operating income, net (2) — 301 301 Net other comprehensive income 11,993 191 12,184 BALANCE March 31, 2018 $ (172,263 ) $ (2,991 ) $ (175,254 ) (1) Represents foreign exchange gains on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. (2) We expect to repay a portion of the 2019 Euro Term Loan with the expected proceeds from the Divestment Transaction (see Note 5, "Long-term Debt and Other Financing Arrangements" ). This anticipated reduction of principal amounts owing in respect of the 2019 Euro Term Loan will reduce future interest payments that the interest rate swap maturing on November 1, 2019 is designed to hedge. To maintain the effectiveness of the interest rate swap, we have dedesignated a portion to align the notional amount of the instrument with the 2019 Euro Term Loan principal we expect to remain after the application of Divestment Transaction proceeds. For the dedesignated portion, all changes in fair value and those previously recognized in accumulated other comprehensive income / loss are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss (see Note 12, "Financial Instruments and Fair Value Measurements" |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Interest Expense [Abstract] | |
Schedule of Interest Expense | Interest expense comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Interest on long-term debt and other financing arrangements $ 13,455 $ 17,629 Amortization of capitalized debt issuance costs 1,557 1,364 Total interest expense $ 15,012 $ 18,993 |
OTHER NONOPERATING EXPENSE, N43
OTHER NONOPERATING EXPENSE, NET (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of other non-operating expense, net | Other non-operating income / expense comprised the following for the three months ended March 31, 2018 and 2017 : For the Three Months Ended March 31, 2018 2017 Interest income $ 142 $ 77 Foreign currency exchange gain, net 4,266 1,612 Change in fair value of derivatives (Note 12) (228 ) 368 Other (expense) / income, net (23 ) 175 Total other non-operating income $ 4,157 $ 2,232 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Charged | The charge for stock-based compensation in our condensed consolidated statement of operations and comprehensive income / loss was as follows: For the Three Months Ended March 31, 2018 2017 Stock-based compensation expense from continuing operations $ 1,074 $ 767 Stock-based compensation expense from discontinued operations 38 29 |
Schedule of Stock Options Activity | There was no option activity during the three months ended March 31, 2018 . The summary of stock options outstanding as at March 31, 2018 and December 31, 2017 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2017 2,011,392 $ 2.32 7.58 $ 4,677 Outstanding at March 31, 2018 2,011,392 2.32 7.33 3,772 Vested and expected to vest 2,011,392 2.32 7.33 3,772 Exercisable at March 31, 2018 1,005,696 $ 2.32 7.33 $ 1,886 |
Schedule of Restricted Stock Unit Activity | The following table summarizes information about unvested RSU and PRSU as at March 31, 2018 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2017 2,694,063 $ 3.07 Granted 759,120 4.40 Vested (601,697 ) 2.83 Unvested at March 31, 2018 2,851,486 $ 3.47 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The components of basic and diluted earnings per share are as follows: For the Three Months Ended March 31, 2018 2017 Income / (loss) from continuing operations $ 6,084 $ (5,982 ) Net loss attributable to noncontrolling interests 178 209 Less: preferred share accretion paid in kind (Note 13) (2,447 ) (2,357 ) Less: income allocated to Series B Preferred Shares (1,563 ) — Income / (loss) from continuing operations available to common shareholders, net of noncontrolling interest 2,252 (8,130 ) Income / (loss) from discontinued operations, net of tax (Note 3) 988 (5,292 ) Net income / (loss) attributable to CME Ltd. available to common shareholders — basic 3,240 (13,422 ) Effect of dilutive securities Dilutive effect of Series B Preferred Shares 65 — Net income / (loss) attributable to CME Ltd. available to common shareholders — diluted $ 3,305 $ (13,422 ) Weighted average outstanding shares of common stock — basic (1) 158,039 154,795 Dilutive effect of common stock warrants, employee stock options and RSUs 83,866 — Weighted average outstanding shares of common stock — diluted 241,905 154,795 Net income / (loss) per share: Continuing operations — basic $ 0.01 $ (0.05 ) Continuing operations — diluted 0.01 (0.05 ) Discontinued operations — basic 0.01 (0.04 ) Discontinued operations — diluted 0.00 (0.04 ) Net income / (loss) attributable to CME Ltd. — basic 0.02 (0.09 ) Net income / (loss) attributable to CME Ltd. — diluted 0.01 (0.09 ) (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 the common stock. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average, equity awards and convertible shares were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive for the periods presented: For the Three Months Ended March 31, 2018 2017 Employee stock options — 2,011 RSUs 903 1,176 Series B Preferred Shares — 105,658 Total 903 108,845 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 (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | Net revenues: For the Three Months Ended March 31, 2018 2017 Bulgaria $ 19,433 $ 15,305 Czech Republic 51,534 39,474 Romania 45,961 38,944 Slovak Republic 22,953 18,340 Intersegment revenues (1) (699 ) (331 ) Total net revenues $ 139,182 $ 111,732 (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: For the Three Months Ended March 31, 2018 2017 Bulgaria $ 2,981 $ 1,258 Czech Republic 15,370 10,747 Romania 18,893 14,460 Slovak Republic 1,103 748 Elimination 12 (8 ) Total operating segments 38,359 27,205 Corporate (7,692 ) (6,113 ) Total OIBDA 30,667 21,092 Depreciation of property, plant and equipment (7,366 ) (5,959 ) Amortization of broadcast licenses and other intangibles (2,356 ) (2,109 ) Operating income 20,945 13,024 Interest expense (Note 15) (15,012 ) (18,993 ) Loss on extinguishment of debt (Note 5) (109 ) — Other non-operating income, net (Note 16) 4,157 2,232 Income / (loss) before tax $ 9,981 $ (3,737 ) |
Reconciliation of Assets from Segment to Consolidated | Total assets: (1) March 31, 2018 December 31, 2017 Bulgaria $ 150,696 $ 155,885 Czech Republic 841,942 842,716 Romania 303,362 307,286 Slovak Republic 159,121 149,866 Total operating segments 1,455,121 1,455,753 Corporate 51,324 24,146 Assets held for sale 143,481 148,156 Total assets $ 1,649,926 $ 1,628,055 (1) Segment assets exclude any intercompany balances. |
Segment Reporting Capital Expenditure | Capital expenditures: For the Three Months Ended March 31, 2018 2017 Bulgaria $ 451 $ 133 Czech Republic 2,507 3,198 Romania 576 1,709 Slovak Republic 411 465 Total operating segments 3,945 5,505 Corporate 153 529 Total capital expenditures $ 4,098 $ 6,034 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Long-lived assets: (1) March 31, 2018 December 31, 2017 Bulgaria $ 8,930 $ 7,863 Czech Republic 45,213 46,146 Romania 29,723 28,515 Slovak Republic 18,606 17,450 Total operating segments 102,472 99,974 Corporate 3,378 3,674 Total long-lived assets $ 105,850 $ 103,648 (1) Reflects property, plant and equipment, net |
Revenues by Type | Revenues from contracts with customers comprised the following at March 31, 2018 and December 31, 2017 : Consolidated revenue by type: For the Three Months Ended March 31, 2018 2017 Television advertising $ 111,796 $ 89,053 Carriage fees and subscriptions 23,297 18,886 Other 4,089 3,793 Total net revenues $ 139,182 $ 111,732 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At March 31, 2018 , we had total commitments of US$ 87.8 million ( December 31, 2017 : US$ 99.1 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 any sublease income) and other commitments as follows: Programming purchase obligations Other commitments (1) Operating leases Capital expenditures 2018 $ 24,663 $ 13,232 $ 2,264 $ 1,411 2019 24,536 12,049 848 218 2020 18,530 2,224 443 — 2021 12,984 148 365 — 2022 3,312 125 356 — 2023 and thereafter 3,773 42 1,782 — Total $ 87,798 $ 27,820 $ 6,058 $ 1,629 |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Time Warner For the Three Months Ended March 31, 2018 2017 Cost of revenues $ 5,318 $ 3,476 Interest expense 10,473 14,375 March 31, 2018 December 31, 2017 Programming liabilities $ 17,065 $ 20,027 Other accounts payable and accrued liabilities 211 252 Accrued interest payable (1) 18,518 6,273 Other non-current liabilities (2) 69,620 69,620 (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 5, "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 5, "Long-term Debt and Other Financing Arrangements" . |
Subsequent events (Tables)
Subsequent events (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Schedule of Subsequent Events | Pursuant to the Financing Transactions, the following spreads are applicable: Consolidated Net Leverage Alternate Base Rate Loans Eurodollar Loans ≥ 7.0x 5.25 % 6.25 % < 7.0x - 6.0x 4.25 % 5.25 % < 6.0x - 5.0x 3.50 % 4.50 % < 5.0x - 4.0x 3.00 % 4.00 % < 4.0x - 3.0x 2.50 % 3.50 % < 3.0x 2.25 % 3.25 % Hedging Activities We will enter into interest-rate swaps corresponding to the outstanding principal amounts and maturity dates of the 2019 Euro Term Loan and the 2021 Euro Term Loan to mitigate our exposure to interest rate fluctuations on the outstanding principal amount of these loans. Guarantee Fees Guarantee Fees paid to Time Warner are based on the amounts outstanding on each of the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below: Consolidated Net Leverage 2018 Euro Term Loan 2019 Euro Term Loan 2021 Euro Term Loan ≥ 7.0x 6.00 % 6.00 % 6.50 % < 7.0x - 6.0x 5.00 % 5.00 % 5.50 % < 6.0x - 5.0x 4.25 % 4.25 % 4.75 % < 5.0x - 4.0x 3.75 % 3.75 % 4.25 % < 4.0x - 3.0x 3.25 % 3.25 % 3.75 % < 3.0x 3.25 % 3.25 % 3.50 % |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2018channelsoperating_segment | |
Product Information [Line Items] | |
Number of television channels within segment | 26 |
Percentage owned by Parent | 100.00% |
Total operating segments | |
Product Information [Line Items] | |
Number of operating segments | operating_segment | 4 |
Czech Republic | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Czech Republic | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Czech Republic | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 7 |
Bulgaria | |
Product Information [Line Items] | |
Percentage owned by Parent | 94.00% |
Bulgaria | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Bulgaria | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 5 |
Romania | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Romania | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Romania | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 7 |
Slovak Republic | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Slovak Republic | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Slovak Republic | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 3 |
DISCONTINUED OPERATIONS AND A51
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details) $ in Thousands, € in Millions | 3 Months Ended | |||||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Jul. 09, 2017USD ($) | Jul. 09, 2017EUR (€) | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 283,400 | € 230 | ||||
Cash and cash equivalents | $ 6,033 | $ 8,784 | ||||
Accounts receivable, net | 35,364 | 43,540 | ||||
Program rights, net | 68,210 | 62,017 | ||||
Property, plant and equipment, net | 22,610 | 22,870 | ||||
Other assets | 11,264 | 10,945 | ||||
Total assets held for sale | 143,481 | 148,156 | ||||
Accounts payable and accrued liabilities | 28,006 | 30,073 | ||||
Other liabilities | 5,355 | 2,058 | ||||
Total liabilities held for sale | 33,361 | $ 32,131 | ||||
Net revenues | 31,814 | $ 23,270 | ||||
Cost of revenues | 21,277 | 19,858 | ||||
Selling, general and administrative expenses | 5,052 | 4,168 | ||||
Operating income / (loss) | 5,485 | (756) | ||||
Interest expense (1) | [1] | (4,207) | (4,762) | |||
Other non-operating income, net | 333 | 93 | ||||
Income / (loss) from discontinued operations, before tax | 1,611 | (5,425) | ||||
(Provision) / credit for income taxes | (623) | 133 | ||||
Income / (loss) from discontinued operations, net of tax | 988 | (5,292) | ||||
Termination Fee | $ 900 | $ 800 | $ 8,600 | € 7 | ||
[1] | (1) For the three months ended March 31, 2018 and 2017, we paid US$ 0.9 million and US$ 0.8 million, respectively, of interest and Guarantee Fees associated with the 2018 Euro Term Loan and 2019 Euro Term Loan (as defined in Note 5, "Long-term Debt and Other Financing Arrangements"). These payments were allocated to Net cash provided by discontinued operations - operating activities in our Condensed Consolidated Statements of Cash Flows as we are required to apply the expected proceeds from the Divestment Transaction towards the repayment of the remaining principal amounts owing in respect of the 2018 Euro Term Loan as well as to the fees related to the 2019 Euro Term Loan, including Guarantee Fees and the Commitment Fee which we have previously paid in kind pursuant to the Reimbursement Agreement. To the extent excess funds are available thereafter, the remaining proceeds are required to be applied to the principal amounts owing in respect of the 2019 Euro Term Loan. |
GOODWILL AND INTANGIBLE ASSET52
GOODWILL AND INTANGIBLE ASSETS Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2017 | $ 1,155,571 |
Accumulated impairment losses, beginning balance | (443,212) |
Balance, December 31, 2017 | 712,359 |
Foreign currency | 21,863 |
Balance, March 31, 2018 | 734,222 |
Accumulated impairment losses, ending balance | (443,212) |
Gross Balance, March 31, 2018 | 1,177,434 |
Bulgaria | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2017 | 175,071 |
Accumulated impairment losses, beginning balance | (144,639) |
Balance, December 31, 2017 | 30,432 |
Foreign currency | 832 |
Balance, March 31, 2018 | 31,264 |
Accumulated impairment losses, ending balance | (144,639) |
Gross Balance, March 31, 2018 | 175,903 |
Czech Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2017 | 837,732 |
Accumulated impairment losses, beginning balance | (287,545) |
Balance, December 31, 2017 | 550,187 |
Foreign currency | 17,321 |
Balance, March 31, 2018 | 567,508 |
Accumulated impairment losses, ending balance | (287,545) |
Gross Balance, March 31, 2018 | 855,053 |
Romania | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2017 | 90,305 |
Accumulated impairment losses, beginning balance | (11,028) |
Balance, December 31, 2017 | 79,277 |
Foreign currency | 2,271 |
Balance, March 31, 2018 | 81,548 |
Accumulated impairment losses, ending balance | (11,028) |
Gross Balance, March 31, 2018 | 92,576 |
Slovak Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2017 | 52,463 |
Accumulated impairment losses, beginning balance | 0 |
Balance, December 31, 2017 | 52,463 |
Foreign currency | 1,439 |
Balance, March 31, 2018 | 53,902 |
Accumulated impairment losses, ending balance | 0 |
Gross Balance, March 31, 2018 | $ 53,902 |
GOODWILL AND INTANGIBLE ASSET53
GOODWILL AND INTANGIBLE ASSETS Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Gross | $ 380,125 | $ 369,039 |
Accumulated Amortization | (229,832) | (220,804) |
Net | 150,293 | 148,235 |
Trademarks | ||
Indefinite-lived intangible assets (excluding goodwill) | 90,422 | 87,900 |
Gross | 433 | 421 |
Accumulated Amortization | (433) | (421) |
Net | 0 | 0 |
Broadcast licenses | ||
Gross | 227,013 | 220,194 |
Accumulated Amortization | (168,926) | (161,820) |
Net | 58,087 | 58,374 |
Customer relationships | ||
Gross | 60,455 | 58,771 |
Accumulated Amortization | (58,849) | (56,996) |
Net | $ 1,606 | 1,775 |
Customer relationships | Minimum [Member] | ||
Useful life of finite-lived intangible assets (in years) | 5 years | |
Customer relationships | Maximum [Member] | ||
Useful life of finite-lived intangible assets (in years) | 15 years | |
Other | ||
Gross | $ 1,802 | 1,753 |
Accumulated Amortization | (1,624) | (1,567) |
Net | $ 178 | $ 186 |
LONG-TERM DEBT AND OTHER FINA54
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Debt (Details) $ in Thousands, € in Millions | Mar. 31, 2018USD ($) | Mar. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Apr. 07, 2016EUR (€) | |
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | $ (12,237) | $ (12,947) | |||
Overview [Abstract] | |||||
Carrying Amount | 1,047,600 | 1,079,187 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 1,047,600 | 1,079,187 | |||
Other credit facilities and capital leases | 10,161 | 9,487 | |||
Total long-term debt and other financing arrangements | 1,057,761 | 1,088,674 | |||
Current portion of long-term debt and other financing arrangements (Note 5) | (3,439) | (2,960) | |||
Total non-current long-term debt and other financing arrangements | 1,054,322 | 1,085,714 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
2,017 | 0 | ||||
2,018 | 475,757 | ||||
2,019 | 0 | ||||
2,020 | 577,608 | ||||
2,021 | 0 | ||||
2023 and thereafter | 0 | ||||
Total long-term debt and credit facilities | 1,053,365 | ||||
Debt issuance costs | (5,765) | ||||
Carrying amount of long-term debt and credit facilities | 1,047,600 | ||||
Long-term Debt, Fair Value | 982,471 | 1,016,077 | |||
2018 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | (278) | ||||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 185,801 | € 150.8 | |||
Carrying Amount | 185,523 | 240,545 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 185,523 | 240,545 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Debt, Fair Value | 180,486 | 236,337 | |||
2019 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | (325) | ||||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 289,956 | € 235.3 | |||
Carrying Amount | 289,631 | 281,871 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 289,631 | 281,871 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Debt, Fair Value | 276,968 | 268,858 | |||
2021 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | (5,162) | ||||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 577,608 | € 468.8 | |||
Carrying Amount | 572,446 | 556,771 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 572,446 | 556,771 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Debt, Fair Value | 525,017 | $ 510,882 | |||
2021 Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Line of Credit, Noncurrent | 0 | ||||
Senior Debt and Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | [1] | (5,765) | |||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 1,053,365 | ||||
Carrying Amount | 1,047,600 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | $ 1,047,600 | ||||
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 FINA55
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Financing Transactions (Details) $ / shares in Units, € in Thousands, $ in Thousands | Apr. 25, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Mar. 31, 2018EUR (€) | Mar. 31, 2017USD ($) | Mar. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Apr. 07, 2016EUR (€) | |
Debt Instrument [Line Items] | ||||||||
Payments for Fees | $ 4,232 | $ 4,133 | ||||||
Repayments of Debt and Capital Lease Obligations | 910 | 327 | ||||||
Interest Payable, Current | 3,243 | $ 3,326 | ||||||
Debt and Capital Lease Obligations | 1,057,761 | $ 1,088,674 | ||||||
Repayments of Long-term Debt | $ 61,645 | € 50,000 | $ 0 | |||||
Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 4.80 | 4.80 | 5.40 | |||||
2018 Euro Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | [1] | 6.00% | 6.00% | |||||
Principal Amount of Liability Component | $ 185,801 | € 150,800 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | ||||||
2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | [2],[3] | 9.31% | 9.31% | |||||
Long-term Line of Credit, Noncurrent | $ 0 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | [2],[3] | 9.31% | 9.31% | |||||
2021 Euro Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | 6.00% | 6.00% | ||||||
Principal Amount of Liability Component | $ 577,608 | € 468,800 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | ||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||
Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | ||||||
Financial Covenant, Net Leverage | 7 | 7 | ||||||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||
Minimum Required Cash Portion [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 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% | ||||||
Net leverage greater than 7.0x [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 8.50% | 8.50% | |||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||
Net leverage greater than 7.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 7 | 7 | ||||||
Net leverage less than 5.0x [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 5.00% | 5.00% | |||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||
Net leverage less than 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||
Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 7.25% | 7.25% | |||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||
Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 7 | 7 | ||||||
Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 6 | 6 | ||||||
Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 6.00% | 6.00% | |||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||
Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 6 | 6 | ||||||
Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||
Subsequent Event | 2018 Euro Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | 3.75% | |||||||
Subsequent Event | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | |||||||
Subsequent Event | 2021 Euro Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, All-In Rate | 4.25% | |||||||
Subsequent Event | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 815,000 | |||||||
Subsequent Event | Net leverage greater than 7.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 7 | |||||||
Subsequent Event | Net leverage greater than 7.0x [Member] | Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 7 | |||||||
Subsequent Event | Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 7 | |||||||
Subsequent Event | Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 7 | |||||||
Subsequent Event | Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 6 | |||||||
Subsequent Event | Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 6 | |||||||
Subsequent Event | Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 6 | |||||||
Subsequent Event | Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 6 | |||||||
Subsequent Event | Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 5 | |||||||
Subsequent Event | Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financial Covenant, Net Leverage | 5 | |||||||
2018 Warrants [Member] | Common Class A [Member] | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion of Stock, Shares Converted | shares | 100,926,996 | |||||||
Exercise price of warrants (USD per share) | $ / shares | $ 1 | |||||||
[1] | (1) As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | |||||||
[2] | As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | |||||||
[3] | Based on the three month LIBOR of 2.31% as at March 31, 2018. | |||||||
[4] | (2) If we reduce our long-term debt to less than EUR 815.0 million, subject to certain adjustments in respect of specified debt repayments, prior to September 30, 2018, a 50 basis point reduction in the all-in rate would be applied. | |||||||
[5] | (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. |
LONG-TERM DEBT AND OTHER FINA56
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Senior Debt (Details) $ in Thousands, € in Millions, in Millions | Apr. 25, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016Rate | Mar. 31, 2018EUR (€) | Mar. 31, 2018RON ( ) | Dec. 31, 2017USD ($) | Dec. 31, 2017RON ( ) | Apr. 07, 2016EUR (€) | |
Debt Instrument [Line Items] | ||||||||||
2,017 | $ 0 | |||||||||
Interest Paid, Net | $ 4,232 | $ 4,133 | ||||||||
Debt Instrument, Description of Variable Rate Basis | 0.0231 | |||||||||
Carrying Amount | $ 1,047,600 | $ 1,079,187 | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | |||||||
Long-term Debt, Fair Value | $ 982,471 | 1,016,077 | ||||||||
Long-term Line of Credit | 0 | 0 | ||||||||
Unamortized Debt Issuance Expense | 5,765 | |||||||||
Interest on long-term debt and other financing arrangements | 13,455 | $ 17,629 | ||||||||
Debt Issuance Costs, Noncurrent, Net | $ (12,237) | (12,947) | ||||||||
2018 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | |||||||
Debt Instrument, Interest Rate, All-In Rate | [1] | 6.00% | 6.00% | 6.00% | ||||||
Carrying Amount | $ 185,523 | 240,545 | ||||||||
Debt instrument, face amount | 185,801 | € 150.8 | ||||||||
Long-term Debt, Fair Value | 180,486 | 236,337 | ||||||||
Debt Issuance Costs, Noncurrent, Net | $ (278) | |||||||||
2019 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | |||||||
Debt Instrument, Interest Rate, All-In Rate | 6.00% | 6.00% | 6.00% | |||||||
Carrying Amount | $ 289,631 | 281,871 | ||||||||
Debt instrument, face amount | 289,956 | € 235.3 | ||||||||
Long-term Debt, Fair Value | 276,968 | 268,858 | ||||||||
Debt Issuance Costs, Noncurrent, Net | $ (325) | |||||||||
2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | |||||||
Debt Instrument, Interest Rate, All-In Rate | 6.00% | 6.00% | 6.00% | |||||||
Carrying Amount | $ 572,446 | 556,771 | ||||||||
Debt instrument, face amount | $ 577,608 | € 468.8 | ||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Long-term Debt, Fair Value | $ 525,017 | $ 510,882 | ||||||||
Debt Issuance Costs, Noncurrent, Net | (5,162) | |||||||||
2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | [2],[3] | 9.31% | 9.31% | 9.31% | ||||||
Debt Instrument, Interest Rate, All-In Rate | [2],[3] | 9.31% | 9.31% | 9.31% | ||||||
Long-term Line of Credit, Noncurrent | $ 0 | |||||||||
Debt Issuance Costs, Noncurrent, Net | $ 0 | |||||||||
Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 4.80 | 5.40 | ||||||||
Guarantee Fee [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest on long-term debt and other financing arrangements | $ 8,700 | $ 13,000 | ||||||||
Senior Debt and Credit Facilities [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying Amount | 1,047,600 | |||||||||
Debt instrument, face amount | 1,053,365 | |||||||||
Debt Issuance Costs, Noncurrent, Net | [4] | $ (5,765) | ||||||||
Alternative Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 6.00% | |||||||||
Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 7.00% | |||||||||
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% | |||||||
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% | |||||||
CME NV and CME BV [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | 100.00% | |||||||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 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 | 6.00% | 6.00% | 6.00% | |||||||
Debt Instrument, Reference Rate for Variable Rate | Rate | 1.00% | |||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 1.90% | |||||||||
Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | 9.00% | |||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Global Funds IFN S.A. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 6.00% | |||||||||
Receivables subject to a factoring agreement, recourse or non-recourse basis | $ 36,000 | 136.1 | $ 26,400 | 99.8 | ||||||
Subsequent Event | 2018 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 3.75% | |||||||||
Subsequent Event | 2019 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 3.75% | |||||||||
Subsequent Event | 2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 4.25% | |||||||||
Subsequent Event | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | |||||||||
Subsequent Event | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 5000.00% | |||||||||
Subsequent Event | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 815,000 | |||||||||
Net leverage less than 5.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 0.00% | 0.00% | 0.00% | |||||||
Net leverage less than 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Net leverage greater than 7.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 8.50% | 8.50% | 8.50% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 3.50% | 3.50% | 3.50% | |||||||
Net leverage greater than 7.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Net leverage greater than 7.0x [Member] | Subsequent Event | Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Net leverage greater than 7.0x [Member] | Subsequent Event | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 6.00% | 6.00% | 6.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 1.00% | 1.00% | 1.00% | |||||||
Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | |||||||||
Net Leverage 6.0x - 5.0x [Member] | Subsequent Event | Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Net Leverage 6.0x - 5.0x [Member] | Subsequent Event | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 5 | |||||||||
Net Leverage 6.0x - 5.0x [Member] | Subsequent Event | Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | |||||||||
Net Leverage 6.0x - 5.0x [Member] | Subsequent Event | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | |||||||||
Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 7.25% | 7.25% | 7.25% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 2.25% | 2.25% | 2.25% | |||||||
Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | |||||||||
Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Net Leverage 7.0x - 6.0x [Member] | Subsequent Event | Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | |||||||||
Net Leverage 7.0x - 6.0x [Member] | Subsequent Event | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | |||||||||
Net Leverage 7.0x - 6.0x [Member] | Subsequent Event | Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | |||||||||
Net Leverage 7.0x - 6.0x [Member] | Subsequent Event | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | |||||||||
[1] | (1) As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | |||||||||
[2] | As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | |||||||||
[3] | Based on the three month LIBOR of 2.31% as at March 31, 2018. | |||||||||
[4] | (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. | |||||||||
[5] | (2) If we reduce our long-term debt to less than EUR 815.0 million, subject to certain adjustments in respect of specified debt repayments, prior to September 30, 2018, a 50 basis point reduction in the all-in rate would be applied. | |||||||||
[6] | (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. |
LONG-TERM DEBT AND OTHER FINA57
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Carrying Amount | $ 1,047,600 | $ 1,079,187 | |
Fair Value | 982,471 | 1,016,077 | |
2018 Euro Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Carrying Amount | $ 185,523 | 240,545 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||
Fair Value | $ 180,486 | 236,337 | |
2019 Euro Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Carrying Amount | $ 289,631 | 281,871 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||
Fair Value | $ 276,968 | 268,858 | |
2021 Euro Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Carrying Amount | $ 572,446 | 556,771 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||
Fair Value | $ 525,017 | $ 510,882 | |
2021 Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1],[2] | 9.31% | |
Long-term Line of Credit, Noncurrent | $ 0 | ||
[1] | As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | ||
[2] | Based on the three month LIBOR of 2.31% as at March 31, 2018. |
LONG-TERM DEBT AND OTHER FINA58
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Fixed Rate Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Senior debt | $ 1,047,600 | $ 1,079,187 |
Fair Value | $ 982,471 | $ 1,016,077 |
CME NV and CME BV [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Shares Pledged, Percentage | 100.00% |
LONG-TERM DEBT AND OTHER FINA59
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Credit Facility and Capital Lease Obligations(Details) Kč in Millions, in Millions | 3 Months Ended | |||||
Mar. 31, 2018CZK (Kč) | Mar. 31, 2018USD ($) | Mar. 31, 2018RON ( ) | Dec. 31, 2017USD ($) | Dec. 31, 2017RON ( ) | ||
Line of Credit Facility [Line Items] | ||||||
Unamortized Debt Issuance Expense | $ 5,765,000 | |||||
Senior debt | 1,047,600,000 | $ 1,079,187,000 | ||||
Credit facilities (1) – (3) | 0 | 0 | ||||
Capital leases | 10,161,000 | 9,487,000 | ||||
Total credit facilities and capital leases | 10,161,000 | 9,487,000 | ||||
Less: current maturities | (3,439,000) | (2,960,000) | ||||
Total non-current credit facilities and capital leases | 6,722,000 | 6,527,000 | ||||
Fair Value | $ 982,471,000 | $ 1,016,077,000 | ||||
2021 Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [1],[2] | 9.31% | 9.31% | 9.31% | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||
Senior Debt and Credit Facilities [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Senior debt | 1,047,600,000 | |||||
Principal Amount of Liability Component | $ 1,053,365,000 | |||||
CME NV and CME BV [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | 100.00% | |||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | ||||
BMG Bank Mendes Gans [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Credit facilities (1) – (3) | $ 0 | |||||
Line of credit facility cash pooling arrangement deposit | 38,100,000 | $ 12,400,000 | ||||
Ceska Sporitelna [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Receivables subject to a factoring agreement, recourse or non-recourse basis | Kč 575 | 27,900,000 | ||||
Basis spread on variable rate (in percent) | 0.95% | |||||
Receivables subject to a factoring agreement, non-recourse basis | Kč 127.2 | 6,200,000 | ||||
Factoring Fee, Percentage | 0.19% | |||||
Ceska Sporitelna [Member] | CET 21 [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Credit facilities (1) – (3) | 0 | |||||
Global Funds IFN S.A. [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Receivables subject to a factoring agreement, recourse or non-recourse basis | $ 36,000,000 | 136.1 | $ 26,400,000 | 99.8 | ||
Basis spread on variable rate (in percent) | 6.00% | |||||
Factoring Fee, Percentage | 4.00% | |||||
Alternative Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (in percent) | 6.00% | |||||
Base Rate [Member] | 2021 Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (in percent) | 7.00% | |||||
[1] | As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | |||||
[2] | Based on the three month LIBOR of 2.31% as at March 31, 2018. |
LONG-TERM DEBT AND OTHER FINA60
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Capital Lease Commitments(Details) $ in Thousands | Mar. 31, 2018USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 2,717 |
2,018 | 3,229 |
2,019 | 2,899 |
2,020 | 1,648 |
2,021 | 58 |
2023 and thereafter | 0 |
Total undiscounted payments | 10,551 |
Less: amount representing interest | (390) |
Present value of net minimum lease payments | $ 10,161 |
LONG-TERM DEBT AND OTHER FINA61
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Guarantee Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Line of Credit Facility [Line Items] | ||||
Loss on extinguishment of debt (Note 5) | $ (109) | $ 0 | ||
Interest on long-term debt and other financing arrangements | $ 13,455 | 17,629 | ||
CME NV and CME BV [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding Shares Pledged, Percentage | 100.00% | |||
2018 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | [1] | 0.14% | ||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.36% | |||
Debt Instrument, Interest Rate, All-In Rate | [1] | 6.00% | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
2019 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.31% | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.19% | |||
Debt Instrument, Interest Rate, All-In Rate | 6.00% | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
2021 Euro Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.28% | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.22% | |||
Debt Instrument, Interest Rate, All-In Rate | 6.00% | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||
Guarantee Fee [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest on long-term debt and other financing arrangements | $ 8,700 | $ 13,000 | ||
2021 Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, All-In Rate | [2],[3] | 9.31% | ||
Debt Instrument, Interest Rate, Stated Percentage | [2],[3] | 9.31% | ||
2021 Revolving Credit Facility [Member] | CME NV and CME BV [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding Shares Pledged, Percentage | 100.00% | |||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||
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% | |||
Minimum Required Cash Portion [Member] | 2021 Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
[1] | (1) As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | |||
[2] | As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | |||
[3] | Based on the three month LIBOR of 2.31% as at March 31, 2018. |
PROGRAM RIGHTS (Details)
PROGRAM RIGHTS (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Less: current portion of acquired program rights | $ (76,193) | $ (69,706) |
Total non-current acquired program rights and produced program rights | 175,061 | 182,170 |
Feature Films [Member] | ||
Feature film costs, released, net of amortization | 930 | 939 |
Television Programs [Member] | ||
Television programs, released, net of amortization | 57,402 | 49,888 |
Television programs, completed and not released | 7,341 | 9,987 |
Television programs, in production | 21,538 | 28,971 |
Television programs, development and pre-production | 394 | 162 |
Acquired Program Rights [Member] | ||
Acquired program rights, net of amortization | 163,649 | 161,929 |
Less: current portion of acquired program rights | (76,193) | (69,706) |
Program rights net noncurrent | 87,456 | 92,223 |
Film And Television [Member] | ||
Program rights net noncurrent | $ 87,605 | $ 89,947 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable, Net [Abstract] | ||
Third-party customers | $ 150,179 | $ 168,805 |
Less: allowance for bad debts and credit notes | (10,203) | (9,902) |
Total accounts receivable | $ 139,976 | $ 158,903 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current: | ||
Prepaid acquired programming | $ 24,326 | $ 22,579 |
Other prepaid expenses | 7,389 | 7,616 |
VAT recoverable | 793 | 650 |
Income taxes recoverable | 180 | 109 |
Other | 2,121 | 2,152 |
Total other current assets | 34,809 | 33,106 |
Non-current: | ||
Capitalized debt costs | 12,237 | 12,947 |
Deferred tax | 2,922 | 2,964 |
Other | 618 | 958 |
Total other non-current assets | $ 15,777 | $ 16,869 |
PROPERTY, PLANT AND EQUIPMENT65
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | ||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 368,774 | $ 354,452 | ||||
Less: accumulated depreciation | (262,924) | (250,804) | ||||
Total net book value | 105,850 | [1] | 103,648 | [1] | $ 89,333 | $ 89,080 |
Assets held under capital leases (included in the above) | 16,944 | 14,193 | ||||
Less: accumulated depreciation | (6,105) | (5,151) | ||||
Total net book value | 10,839 | 9,042 | ||||
Land and buildings | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 89,490 | 86,480 | ||||
Machinery, fixtures and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 205,061 | 195,682 | ||||
Assets held under capital leases (included in the above) | 16,944 | 14,193 | ||||
Other equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 16,545 | 16,121 | ||||
Software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 55,862 | 53,143 | ||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 1,816 | $ 3,026 | ||||
[1] | (1) Reflects property, plant and equipment, net |
PROPERTY, PLANT AND EQUIPMENT R
PROPERTY, PLANT AND EQUIPMENT Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | |||
Property, Plant and Equipment [Abstract] | ||||
Capital Lease Obligations Incurred | $ 1,908 | $ 539 | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||||
Opening balance | 103,648 | [1] | 89,080 | |
Additions | [2] | 6,493 | 5,133 | |
Disposals | (12) | (77) | ||
Depreciation | (7,366) | (5,959) | ||
Foreign currency movements | (3,087) | (1,156) | ||
Ending balance | $ 105,850 | [1] | $ 89,333 | |
[1] | (1) Reflects property, plant and equipment, net | |||
[2] | (1) Includes assets acquired under capital leases of US$ 1.9 million and US$ 0.5 million for the three months ended March 31, 2018 and 2017, respectively. |
ACCOUNTS PAYABLE AND ACCRUED 67
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 50,054 | $ 53,408 |
Related party accounts payable | 211 | 252 |
Programming liabilities | 20,252 | 16,923 |
Related party programming liabilities | 17,065 | 20,027 |
Duties and other taxes payable | 10,065 | 8,769 |
Accrued staff costs | 11,108 | 18,430 |
Accrued interest payable | 3,243 | 3,326 |
Related party accrued interest payable (including Guarantee Fees) | 18,518 | 6,273 |
Income taxes payable | 14,777 | 14,018 |
Other accrued liabilities | 1,920 | 2,467 |
Total accounts payable and accrued liabilities | $ 147,213 | $ 143,893 |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Current: | ||||
Deferred revenue | $ 29,685 | $ 5,675 | ||
Legal provisions | 3,066 | 2,907 | ||
Other | 571 | 698 | ||
Total other current liabilities | 33,322 | 9,280 | ||
Non-current: | ||||
Deferred tax | 20,989 | 20,569 | ||
Related party commitment fee payable (1) | 10,765 | [1] | 10,765 | |
Related party Guarantee Fee payable (Note 5) | 58,855 | 58,855 | ||
Other | 6,933 | 5,065 | ||
Total other non-current liabilities | 97,542 | $ 95,254 | ||
Deferred Revenue, Revenue Recognized | $ 2,500 | $ 2,500 | ||
2015 Convertible Notes [Member] | ||||
Non-current: | ||||
Accounts Payable, Interest-bearing, Interest Rate | 8.50% | |||
2015 Convertible Notes [Member] | ||||
Non-current: | ||||
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. |
FINANCIAL INSTRUMENTS AND FAI69
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Hedge Accounting Activities (Details) € in Thousands, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018EUR (€) | Mar. 31, 2018USD ($) | Mar. 31, 2018EUR (€) | Apr. 05, 2016EUR (€)contracts | Nov. 10, 2015contracts | |
Derivative [Line Items] | |||||
Repayments of Debt | € 50,000 | ||||
2021 Euro Term Loan [Member] | Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Number of Contracts | contracts | 5 | ||||
2021 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 468,800,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Aggregate Notional Amount | € 468,800 | ||||
Fair Value as at March 31, 2018 | $ | $ (2,101) | ||||
2018 Euro Term Loan [Member] | Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Number of Contracts | contracts | 4 | ||||
2018 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 200,800,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Aggregate Notional Amount | € 150,800 | ||||
Fair Value as at March 31, 2018 | $ | (160) | ||||
2019 Euro Term Loan [Member] | Interest rate swap [Member] | |||||
Derivative [Line Items] | |||||
Number of Contracts | contracts | 3 | ||||
2019 Euro Term Loan [Member] | Interest Rate Swap, Nov 10, 2015, 235,335,000 EUR [Member] | |||||
Derivative [Line Items] | |||||
Aggregate Notional Amount | € 235,335 | ||||
Fair Value as at March 31, 2018 | $ | $ (1,403) |
FINANCIAL INSTRUMENTS AND FAI70
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value of Derivatives (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||
Change in fair value of derivatives | $ (228) | $ 368 |
Currency Swap [Member] | ||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||
Change in fair value of derivatives | 0 | 368 |
Interest rate swap [Member] | ||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||
Change in fair value of derivatives | $ (228) | $ 0 |
CONVERTIBLE REDEEMABLE PREFER71
CONVERTIBLE REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jun. 25, 2013 | |
Temporary Equity [Line Items] | ||||
Temporary equity | $ 267,040 | $ 264,593 | ||
Preferred share accretion paid in kind | $ (2,447) | $ (2,357) | ||
Series B Preferred Shares | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 200,000 | 200,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 | |
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 110,200,000 | |||
Sale of stock, price per share | $ 1,000 | |||
Preferred stock, conversion price | $ 2.42 | |||
4 - 5 years [Member] | Series B Preferred Shares | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, dividend rate, percentage | 3.75% |
EQUITY (Details)
EQUITY (Details) | 3 Months Ended | |||
Mar. 31, 2018vote_per_shareshares | Mar. 31, 2017shares | Dec. 31, 2017shares | Apr. 30, 2012 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Number of shares of Class B common stock to Class A common stock | 1 | |||
T W Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership percentage, related party | 41.40% | |||
Time Warner [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership percentage, related party | 45.50% | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 1 | 1 | ||
Votes per share | vote_per_share | 1 | |||
Preferred stock, shares outstanding | 1 | 1 | ||
Series B Preferred Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 200,000 | |||
Preferred stock, shares outstanding | 200,000 | 200,000 | ||
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 110,200,000 | |||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Votes per share | vote_per_share | 1 | |||
Common stock, shares authorized | 440,000,000 | 440,000,000 | ||
Common stock, shares issued | 148,235,428 | 145,486,497 | ||
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 (in shares) | 11,211,449 | 11,211,449 | ||
Class B Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Votes per share | vote_per_share | 10 | |||
Common stock, shares authorized | 15,000,000 | 15,000,000 | ||
Common stock, shares issued | 0 | 0 | ||
Common stock, shares outstanding | 0 | 0 | ||
Minimum [Member] | Class A Common Stock [Member] | T W Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership percentage, related party | 49.90% |
EQUITY Warrants (Details)
EQUITY Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 25, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | May 02, 2014 |
Class of Warrant or Right [Line Items] | ||||
Proceeds from exercise of warrants | $ 2,281 | $ 301 | ||
2018 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants exercised (in shares) | 2,280,936 | |||
Proceeds from exercise of warrants | $ 2,300 | |||
Common Class A [Member] | 2018 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Outstanding | 103,573,640 | 114,000,000 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 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 | |||
Subsequent Event [Member] | Common Class A [Member] | 2018 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of Stock, Shares Converted | 100,926,996 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 |
EQUITY AOCI (Details)
EQUITY AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | $ (172,263) | $ (184,256) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (175,254) | (187,438) | ||
Other Comprehensive Income (Loss), Net of Tax | 12,184 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 621 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 11,785 | $ 2,072 | ||
Permanent Loans [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | [1] | 1,531 | ||
Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | 7,151 | |||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | 3,311 | |||
AOCI Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | 191 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 11,993 | |||
Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (2,991) | $ (3,182) | ||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | 731 | |||
Interest Expense [Member] | Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | 621 | |||
Interest Expense [Member] | Not Designated as Hedging Instrument [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | [2] | $ 301 | ||
[1] | (1) Represents foreign exchange gains on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. | |||
[2] | (2) We expect to repay a portion of the 2019 Euro Term Loan with the expected proceeds from the Divestment Transaction (see Note 5, "Long-term Debt and Other Financing Arrangements"). This anticipated reduction of principal amounts owing in respect of the 2019 Euro Term Loan will reduce future interest payments that the interest rate swap maturing on November 1, 2019 is designed to hedge. To maintain the effectiveness of the interest rate swap, we have dedesignated a portion to align the notional amount of the instrument with the 2019 Euro Term Loan principal we expect to remain after the application of Divestment Transaction proceeds. For the dedesignated portion, all changes in fair value and those previously recognized in accumulated other comprehensive income / loss are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss (see Note 12, "Financial Instruments and Fair Value Measurements"). |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Interest on long-term debt and other financing arrangements | $ 13,455 | $ 17,629 |
Amortization of capitalized debt issuance costs | (1,557) | (1,364) |
Total interest expense | 15,012 | 18,993 |
Interest Paid, Net | $ 4,232 | $ 4,133 |
OTHER NONOPERATING EXPENSE, N76
OTHER NONOPERATING EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 142 | $ 77 |
Foreign currency exchange gain, net | 4,266 | 1,612 |
Change in fair value of derivatives (Note 12) | (228) | 368 |
Other (expense) / income, net | (23) | 175 |
Total other non-operating income | $ 4,157 | $ 2,232 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Amended and Restated Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 6,000,000 | |
Stock-based compensation expense from continuing operations | Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation charged | $ 1.1 | $ 0.8 |
Stock-based compensation expense from discontinued operations | Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation charged | $ 0 | $ 0 |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Employee stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum life of issued options | 10 years | |
Number of options: | ||
Outstanding at December 31, 2017 | 2,011,392 | |
Outstanding at March 31, 2018 | 2,011,392 | 2,011,392 |
Vested (shares) | 2,011,392 | |
Exercisable at March 31, 2018 | 1,005,696 | |
Weighted-Average Exercise Price: | ||
Outstanding at December 31, 2017 | $ 2.32 | |
Outstanding at March 31, 2018 | 2.32 | $ 2.32 |
Vested and expected to vest | 2.32 | |
Exercisable at March 31, 2018 | $ 2.32 | |
Options outstanding, weighted average remaining contractual term | 7 years 4 months | 7 years 6 months 29 days |
Options vested, weighted average remaining contractual term | 7 years 4 months | |
Exercisable, weighted average remaining contractual term | 7 years 4 months | |
Options outstanding, aggregate intrinsic value | $ 3,772,000 | $ 4,677,000 |
Options vested, aggregate intrinsic value | 3,772,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 1,886,000 | |
Unrecognized compensation expense | $ 1,025,801 | |
Weighted average period for recognition | 1 year 4 months | |
RSUs | ||
Weighted-Average Exercise Price: | ||
Unrecognized compensation expense | $ 7,000,000 | |
Weighted average period for recognition | 2 years 3 months 20 days | |
Minimum [Member] | Equity Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 1 year | |
Minimum [Member] | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 1 year | |
Maximum [Member] | Equity Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 4 years | |
Maximum [Member] | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 4 years |
STOCK-BASED COMPENSATION Restri
STOCK-BASED COMPENSATION Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Underlying | 1 |
RSUs | |
Number of Shares/Units: | |
Unvested at December 31, 2017 | 2,694,063 |
Granted | 759,120 |
Vested | (601,697) |
Unvested at March 31, 2018 | 2,851,486 |
Weighted-Average Grant Date Fair Value: | |
Unvested at December 31, 2017 | $ / shares | $ 3.07 |
Granted | $ / shares | 4.40 |
Vested | $ / shares | 2.83 |
Unvested at March 31, 2018 | $ / shares | $ 3.47 |
Intrinsic value of unvested RSUs | $ | $ 12 |
Unrecognized compensation expense | $ | $ 7 |
Weighted average period for recognition | 2 years 3 months 20 days |
RSUs | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 1 year |
RSUs | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 4 years |
Performance Shares [Member] | |
Number of Shares/Units: | |
Unvested at December 31, 2017 | 719,109 |
Unvested at March 31, 2018 | 479,406 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Income / (loss) from continuing operations | $ 6,084 | $ (5,982) | |
Net loss attributable to noncontrolling interests | 178 | 209 | |
Less: preferred share accretion paid in kind (Note 13) | (2,447) | (2,357) | |
Less: income allocated to Series B Preferred Shares | (1,563) | 0 | |
Income / (loss) from continuing operations available to common shareholders, net of noncontrolling interest | 2,252 | (8,130) | |
Income / (loss) from discontinued operations, net of tax (Note 3) | 988 | (5,292) | |
Net income / (loss) attributable to CME Ltd. available to common shareholders — basic | 3,240 | (13,422) | |
Net income / (loss) attributable to CME Ltd. available to common shareholders — diluted | $ 3,305 | $ (13,422) | |
Weighted average outstanding shares of common stock - basic (in shares) | [1] | 158,039,000 | 154,795,000 |
Dilutive effect of common stock warrants, employee stock options and RSUs (in shares) | 83,866,000 | 0 | |
Weighted average outstanding shares of common stock - diluted (in shares) | 241,905,000 | 154,795,000 | |
Net income / (loss) per share: | |||
Continuing operations — basic | $ 0.01 | $ (0.05) | |
Continuing operations — diluted | 0.01 | (0.05) | |
Discontinued operations — basic | 0.01 | (0.04) | |
Discontinued operations — diluted | 0 | (0.04) | |
Net income / (loss) attributable to CME Ltd. — basic | 0.02 | (0.09) | |
Net income / (loss) attributable to CME Ltd. — diluted | $ 0.01 | $ (0.09) | |
Series B Preferred Shares | |||
Dilutive effect of Series B Preferred Shares | $ (65) | $ 0 | |
Common Class A [Member] | T W Investor [Member] | |||
Net income / (loss) per share: | |||
Incremental common shares attributable to dilutive effect of conversion of preferred stock (in shares) | 11,211,449 | 11,211,449 | |
[1] | (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 the common stock. |
EARNINGS PER SHARE Antidilutive
EARNINGS PER SHARE Antidilutive instruments (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 903 | 108,845 |
Employee stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 2,011 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 903 | 1,176 |
Series B Preferred Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 105,658 |
SEGMENT DATA Net Revenue and OI
SEGMENT DATA Net Revenue and OIBDA (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)operating_segment | Mar. 31, 2017USD ($) | ||
Segment Reporting Information [Line Items] | |||
Net revenues | $ 139,182 | $ 111,732 | |
OIBDA | 30,667 | 21,092 | |
Depreciation | (7,366) | (5,959) | |
Amortization of Intangible Assets | (2,356) | (2,109) | |
Operating income | 20,945 | 13,024 | |
Interest Expense | (15,012) | (18,993) | |
Loss on extinguishment of debt (Note 5) | (109) | 0 | |
Nonoperating Income (Expense) | 4,157 | 2,232 | |
Income / (loss) before tax | 9,981 | (3,737) | |
Bulgaria | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 19,433 | 15,305 | |
OIBDA | 2,981 | 1,258 | |
Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 51,534 | 39,474 | |
OIBDA | 15,370 | 10,747 | |
Romania | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 45,961 | 38,944 | |
OIBDA | 18,893 | 14,460 | |
Slovak Republic | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 22,953 | 18,340 | |
OIBDA | 1,103 | 748 | |
Intersegment Revenues [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | [1] | (699) | (331) |
Elimination | |||
Segment Reporting Information [Line Items] | |||
OIBDA | $ 12 | (8) | |
Total operating segments | |||
Segment Reporting Information [Line Items] | |||
Number of operating segments | operating_segment | 4 | ||
OIBDA | $ 38,359 | 27,205 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
OIBDA | $ (7,692) | $ (6,113) | |
[1] | (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. |
SEGMENT DATA Total Assets (Deta
SEGMENT DATA Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 1,649,926 | $ 1,628,055 |
Assets held for sale | 143,481 | 148,156 | |
Bulgaria | |||
Segment Reporting Information [Line Items] | |||
Assets | 150,696 | 155,885 | |
Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 841,942 | 842,716 | |
Romania | |||
Segment Reporting Information [Line Items] | |||
Assets | 303,362 | 307,286 | |
Slovak Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 159,121 | 149,866 | |
Total operating segments | |||
Segment Reporting Information [Line Items] | |||
Assets | [1] | 1,455,121 | 1,455,753 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 51,324 | $ 24,146 | |
[1] | (1) Segment assets exclude any intercompany balances. |
SEGMENT DATA Capital Expenditur
SEGMENT DATA Capital Expenditure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 4,098 | $ 6,034 |
Bulgaria | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 451 | 133 |
Czech Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 2,507 | 3,198 |
Romania | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 576 | 1,709 |
Slovak Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 411 | 465 |
Total operating segments | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 3,945 | 5,505 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 153 | $ 529 |
SEGMENT DATA Long Lived Assets
SEGMENT DATA Long Lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 105,850 | [1] | $ 103,648 | [1] | $ 89,333 | $ 89,080 | |
Bulgaria | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 8,930 | 7,863 | |||||
Czech Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 45,213 | 46,146 | |||||
Romania | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 29,723 | 28,515 | |||||
Slovak Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 18,606 | 17,450 | |||||
Total operating segments | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 102,472 | 99,974 | ||||
Corporate | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 3,378 | $ 3,674 | |||||
[1] | (1) Reflects property, plant and equipment, net |
SEGMENT DATA Revenue by Type (D
SEGMENT DATA Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting [Abstract] | ||
Television advertising | $ 111,796 | $ 89,053 |
Carriage fees and subscriptions | 23,297 | 18,886 |
Other | 4,089 | 3,793 |
Total net revenues | $ 139,182 | $ 111,732 |
COMMITMENTS AND CONTINGENCIES P
COMMITMENTS AND CONTINGENCIES Programming Rights Agreements and Other Commitments (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Programming purchase obligations | ||
Long-term Purchase Commitment [Line Items] | ||
2,018 | $ 24,663,000 | |
2,019 | 24,536,000 | |
2,020 | 18,530,000 | |
2,021 | 12,984,000 | |
2,022 | 3,312,000 | |
2023 and thereafter | 3,773,000 | |
Total | 87,798,000 | $ 99,100,000 |
Other commitments (1) | ||
Long-term Purchase Commitment [Line Items] | ||
2,018 | 13,232,000 | |
2,019 | 12,049,000 | |
2,020 | 2,224,000 | |
2,021 | 148,000 | |
2,022 | 125,000 | |
2023 and thereafter | 42,000 | |
Total | 27,820,000 | |
Capital expenditures | ||
Long-term Purchase Commitment [Line Items] | ||
2,018 | 1,411,000 | |
2,019 | 218,000 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
2023 and thereafter | 0 | |
Total | $ 1,629,000 |
COMMITMENTS AND CONTINGENCIES O
COMMITMENTS AND CONTINGENCIES Operating Lease Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | $ 2,264 |
2,019 | 848 |
2,020 | 443 |
2,021 | 365 |
2,022 | 356 |
2023 and thereafter | 1,782 |
Total | $ 6,058 |
COMMITMENTS AND CONTINGENCIES89
COMMITMENTS AND CONTINGENCIES Other (Details) - Slovak Republic € in Millions | Apr. 26, 2018EUR (€) | Mar. 31, 2018EUR (€) | Jun. 01, 2016 |
Loss Contingency, Pending Claims, Number | 3 | 4 | |
Loss Contingency, Estimate of Possible Loss | € 8.3 | € 69 | |
Loss Contingency, Claims Dismissed, Value | € 26.2 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | ||||
Programming liabilities | $ 17,065 | $ 20,027 | ||
Other accounts payable and accrued liabilities | 211 | 252 | ||
Accrued interest payable | 18,518 | 6,273 | ||
Other non-current liabilities | $ 97,542 | 95,254 | ||
Time Warner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage, related party | 45.50% | |||
Purchases of programming | $ 5,318 | $ 3,476 | ||
Interest expense | 10,473 | $ 14,375 | ||
Programming liabilities | 17,065 | 20,027 | ||
Accrued interest payable | [1] | 18,518 | 6,273 | |
Other non-current liabilities | [2] | 69,620 | 69,620 | |
Accounts Payable [Member] | Time Warner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other accounts payable and accrued liabilities | $ 211 | $ 252 | ||
[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 5, "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 5, "Long-term Debt and Other Financing Arrangements". |
Subsequent events Tables (Detai
Subsequent events Tables (Details) | Apr. 25, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Euro Term Loans [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 4.80 | 5.40 | |
2018 Euro Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 4.36% | ||
2019 Euro Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 4.19% | ||
2021 Euro Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 5 | ||
Debt instrument, guarantee fee, stated percentage | 4.22% | ||
Net leverage greater than 7.0x [Member] | 2018 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 6.00% | ||
Net leverage greater than 7.0x [Member] | 2019 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 6.00% | ||
Net leverage greater than 7.0x [Member] | 2021 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 6.50% | ||
Net Leverage 7.0x - 6.0x [Member] | 2018 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 5.00% | ||
Net Leverage 7.0x - 6.0x [Member] | 2019 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 5.00% | ||
Net Leverage 7.0x - 6.0x [Member] | 2021 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 5.50% | ||
Net Leverage 6.0x - 5.0x [Member] | 2018 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 4.25% | ||
Net Leverage 6.0x - 5.0x [Member] | 2019 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 4.25% | ||
Net Leverage 6.0x - 5.0x [Member] | 2021 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 4.75% | ||
Net Leverage 5.0x - 4.0x [Member] | 2018 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.75% | ||
Net Leverage 5.0x - 4.0x [Member] | 2019 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.75% | ||
Net Leverage 5.0x - 4.0x [Member] | 2021 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 4.25% | ||
Net Leverage 4.0x - 3.0x [Member] | 2018 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.25% | ||
Net Leverage 4.0x - 3.0x [Member] | 2019 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.25% | ||
Net Leverage 4.0x - 3.0x [Member] | 2021 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.75% | ||
Net Leverage Less Than 3.0x [Member] | 2018 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.25% | ||
Net Leverage Less Than 3.0x [Member] | 2019 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.25% | ||
Net Leverage Less Than 3.0x [Member] | 2021 Euro Term Loan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.50% | ||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 5 | ||
Minimum [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, guarantee fee, stated percentage | 3.00% | ||
Minimum [Member] | Net leverage greater than 7.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 7 | ||
Minimum [Member] | Net leverage greater than 7.0x [Member] | Euro Term Loans [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 7 | ||
Minimum [Member] | Net leverage greater than 7.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 7 | ||
Minimum [Member] | Net Leverage 7.0x - 6.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 6 | ||
Minimum [Member] | Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 6 | ||
Minimum [Member] | Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 6 | ||
Minimum [Member] | Net Leverage 6.0x - 5.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 5 | ||
Minimum [Member] | Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 5 | ||
Minimum [Member] | Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 5 | ||
Minimum [Member] | Net Leverage 5.0x - 4.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 4 | ||
Minimum [Member] | Net Leverage 5.0x - 4.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 4 | ||
Minimum [Member] | Net Leverage 4.0x - 3.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 3 | ||
Minimum [Member] | Net Leverage 4.0x - 3.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 3 | ||
Maximum [Member] | 2021 Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 7 | ||
Maximum [Member] | Net Leverage 7.0x - 6.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 7 | ||
Maximum [Member] | Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 7 | ||
Maximum [Member] | Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 7 | ||
Maximum [Member] | Net Leverage 6.0x - 5.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 6 | ||
Maximum [Member] | Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 6 | ||
Maximum [Member] | Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 6 | ||
Maximum [Member] | Net Leverage 5.0x - 4.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 5 | ||
Maximum [Member] | Net Leverage 5.0x - 4.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 5 | ||
Maximum [Member] | Net Leverage 4.0x - 3.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 4 | ||
Maximum [Member] | Net Leverage 4.0x - 3.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 4 | ||
Maximum [Member] | Net Leverage Less Than 3.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 3 | ||
Maximum [Member] | Net Leverage Less Than 3.0x [Member] | Euro Term Loans [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Financial covenant, net leverage | 3 | ||
Alternative Base Rate [Member] | Net leverage greater than 7.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 5.25% | ||
Alternative Base Rate [Member] | Net Leverage 7.0x - 6.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 4.25% | ||
Alternative Base Rate [Member] | Net Leverage 6.0x - 5.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3.50% | ||
Alternative Base Rate [Member] | Net Leverage 5.0x - 4.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3.00% | ||
Alternative Base Rate [Member] | Net Leverage 4.0x - 3.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 2.50% | ||
Alternative Base Rate [Member] | Net Leverage Less Than 3.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 2.25% | ||
Eurodollar [Member] | Net leverage greater than 7.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6.25% | ||
Eurodollar [Member] | Net Leverage 7.0x - 6.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 5.25% | ||
Eurodollar [Member] | Net Leverage 6.0x - 5.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 4.50% | ||
Eurodollar [Member] | Net Leverage 5.0x - 4.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 4.00% | ||
Eurodollar [Member] | Net Leverage 4.0x - 3.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3.50% | ||
Eurodollar [Member] | Net Leverage Less Than 3.0x [Member] | 2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3.25% |
Subsequent events Narrative (De
Subsequent events Narrative (Details) $ / shares in Units, € in Millions, $ in Millions | Apr. 25, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Apr. 26, 2018EUR (€) | Mar. 31, 2018EUR (€) | |
Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.07% | ||||
Minimum [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 815 | ||||
2018 Euro Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, all-in rate | [1] | 6.00% | 6.00% | ||
Debt instrument, guarantee fee, stated percentage | 4.36% | 4.36% | |||
2018 Euro Term Loan [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, all-in rate | 3.75% | ||||
Euro Term Loans [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 5000.00% | ||||
Euro Term Loans [Member] | Minimum [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, guarantee fee, stated percentage | 3.00% | ||||
2019 Euro Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, all-in rate | 6.00% | 6.00% | |||
Debt instrument, guarantee fee, stated percentage | 4.19% | 4.19% | |||
2019 Euro Term Loan [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, all-in rate | 3.75% | ||||
2021 Euro Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, all-in rate | 6.00% | 6.00% | |||
Debt instrument, guarantee fee, stated percentage | 4.22% | 4.22% | |||
2021 Euro Term Loan [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, all-in rate | 4.25% | ||||
2021 Revolving Credit Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, all-in rate | [2],[3] | 9.31% | 9.31% | ||
Line of credit facility, maximum borrowing capacity | $ 50 | ||||
2021 Revolving Credit Facility [Member] | Eurodollar [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 1.00% | 1.00% | |||
2021 Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 75 | ||||
2018 Warrants [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion of Stock, Shares Converted | shares | 100,926,996 | ||||
Exercise price of warrants (USD per share) | $ / shares | $ 1 | ||||
SLOVAKIA | |||||
Subsequent Event [Line Items] | |||||
Loss Contingency, Estimate of Possible Loss | € | € 8.3 | € 69 | |||
[1] | (1) As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | ||||
[2] | As at March 31, 2018, the 2021 Revolving Credit Facility was undrawn. | ||||
[3] | Based on the three month LIBOR of 2.31% as at March 31, 2018. |