Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 20, 2020 | |
Document and Entity Information [Abstract] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.08 | |
Entity Incorporation, State or Country Code | D0 | |
Entity Registrant Name | CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. | |
Entity Central Index Key | 0000925645 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 254,298,255 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Document Transition Report | false | |
Entity File Number | 0-24796 | |
Entity Tax Identification Number | 98-0438382 | |
Entity Address, Address Line One | O'Hara House, | |
Entity Address, Address Line Two | 3 Bermudiana Road, | |
Entity Address, Postal Zip Code | HM 08 | |
Entity Address, City or Town | Hamilton, | |
City Area Code | (441) | |
Local Phone Number | 296-1431 | |
Trading Symbol | CETV | |
Security Exchange Name | NASDAQ | |
Entity Address, State or Province | BM |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Current assets | |||
Cash and cash equivalents | $ 140,323 | $ 36,621 | |
Accounts receivable, net of allowances for credit losses of $8,781 and $8,548 | 140,179 | 188,618 | |
Program rights, net (Note 5) | 0 | 75,909 | |
Other current assets (Note 6) | 36,916 | 48,832 | |
Total current assets | 317,418 | 349,980 | |
Non-current assets | |||
Property, plant and equipment, net (Note 7) | [1] | 104,288 | 113,901 |
Program rights, net (Note 5) | 234,069 | 166,237 | |
Goodwill (Note 3) | 615,599 | 667,988 | |
Other intangible assets, net (Note 3) | 118,670 | 127,589 | |
Other non-current assets (Note 6) | 21,118 | 22,167 | |
Total non-current assets | 1,093,744 | 1,097,882 | |
Total assets | [2] | 1,411,162 | 1,447,862 |
Current liabilities | |||
Accounts payable and accrued liabilities (Note 8) | 148,977 | 135,650 | |
Current portion of long-term debt and other financing arrangements (Note 4) | 6,655 | 6,836 | |
Other current liabilities (Note 9) | 33,588 | 13,515 | |
Total current liabilities | 189,220 | 156,001 | |
Non-current liabilities | |||
Long-term debt and other financing arrangements (Note 4) | 584,573 | 600,273 | |
Other non-current liabilities (Note 9) | 76,709 | 80,000 | |
Total non-current liabilities | 661,282 | 680,273 | |
Commitments and contingencies (Note 19) | |||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2019 - 200,000) (Note 12) | 269,370 | 269,370 | |
CME Ltd. shareholders’ equity (Note 13): | |||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2019 – one) | 0 | 0 | |
Additional paid-in capital | 2,008,151 | 2,007,275 | |
Accumulated deficit | (1,449,901) | (1,458,942) | |
Accumulated other comprehensive loss | (287,919) | (226,916) | |
Total CME Ltd. shareholders’ equity | 290,674 | 341,705 | |
Noncontrolling interests | 616 | 513 | |
Total equity | 291,290 | 342,218 | |
Total liabilities and equity | 1,411,162 | 1,447,862 | |
Class A Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 13): | |||
Common stock | 20,343 | 20,288 | |
Class B Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 13): | |||
Common stock | $ 0 | $ 0 | |
[1] | (1) | ||
[2] | (1) Segment assets exclude any intercompany balances. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for credit losses | $ 8,781 | $ 8,548 |
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) | 254,300,000 | 253,600,000 |
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, 2020 | Mar. 31, 2019 | ||
Income Statement [Abstract] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 143,816 | $ 146,559 | |
Operating expenses: | |||
Content costs | 65,032 | 70,360 | |
Other operating costs | 13,647 | 13,248 | |
Depreciation of property, plant and equipment | 7,927 | 8,226 | |
Amortization of broadcast licenses and other intangibles | 2,167 | 2,194 | |
Cost of revenues | 88,773 | 94,028 | |
Selling, general and administrative expenses | 28,846 | 24,894 | |
Operating income | 26,197 | 27,637 | |
Interest expense | (6,595) | (8,242) | |
Other non-operating expense, net | (6,136) | (3,097) | |
Income before tax | 13,466 | 16,298 | |
Provision for income taxes | (4,496) | (4,547) | |
Net income | 8,970 | 11,751 | |
Net loss attributable to noncontrolling interests | 71 | 7 | |
Net income attributable to CME Ltd. | 9,041 | 11,758 | |
Currency translation adjustment | (61,049) | (15,843) | |
Unrealized gain / (loss) on derivative instruments (Note 13) | 220 | (3,331) | |
Total other comprehensive loss | (60,829) | (19,174) | |
Comprehensive loss | (51,859) | (7,423) | |
Comprehensive income attributable to noncontrolling interests | (103) | (130) | |
Comprehensive loss attributable to CME Ltd. | $ (51,962) | $ (7,553) | |
Net (loss) / income per share: | |||
Attributable to CME Ltd. — basic | $ 0.02 | $ 0.03 | |
Attributable to CME Ltd. — diluted | $ 0.02 | $ 0.03 | |
Weighted average common shares used in computing per share amounts (000’s): | |||
Basic (in shares) | [1] | 265,036 | 264,199 |
Diluted (in shares) | 266,791 | 265,211 | |
[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 rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Preferred Class A [Member]Series A Convertible Preferred Stock [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member] | Common Class B [Member]Common Stock [Member] |
BALANCE at Dec. 31, 2018 | $ 229,321 | $ 2,003,518 | $ (1,578,076) | $ (216,650) | $ 301 | $ 0 | $ 20,228 | $ 0 | |
BALANCE (in shares) at Dec. 31, 2018 | 1 | ||||||||
BALANCE (in shares) at Dec. 31, 2018 | 252,853,554 | 0 | |||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||
Stock-based compensation | 1,003 | 1,003 | |||||||
Shares issuance, stock-based compensation (in shares) | 426,421 | ||||||||
Share issuance, stock-based compensation | 0 | (34) | $ (34) | ||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (299) | (299) | |||||||
Net income / (loss) | 11,751 | 11,758 | (7) | ||||||
Unrealized gain / (loss) on derivative instruments (Note 13) | (3,331) | (3,331) | |||||||
Currency translation adjustment | (15,843) | (15,980) | 137 | ||||||
Currency translation adjustment | (15,843) | ||||||||
BALANCE at Mar. 31, 2019 | 222,602 | 2,004,188 | (1,566,318) | (235,961) | 431 | $ 0 | $ 20,262 | $ 0 | |
BALANCE (in shares) at Mar. 31, 2019 | 1 | ||||||||
BALANCE (in shares) at Mar. 31, 2019 | 253,279,975 | 0 | |||||||
BALANCE at Dec. 31, 2019 | 342,218 | 2,007,275 | (1,458,942) | (226,916) | 513 | $ 0 | $ 20,288 | $ 0 | |
BALANCE (in shares) at Dec. 31, 2019 | 1 | ||||||||
BALANCE (in shares) at Dec. 31, 2019 | 253,607,026 | 0 | 0 | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||
Stock-based compensation | 939 | 939 | |||||||
Shares issuance, stock-based compensation (in shares) | 691,229 | ||||||||
Share issuance, stock-based compensation | 0 | (55) | $ (55) | ||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (8) | (8) | |||||||
Net income / (loss) | 8,970 | 9,041 | (71) | ||||||
Unrealized gain / (loss) on derivative instruments (Note 13) | 220 | 220 | |||||||
Currency translation adjustment | (61,049) | (61,223) | 174 | ||||||
Currency translation adjustment | (61,049) | ||||||||
BALANCE at Mar. 31, 2020 | $ 291,290 | $ 2,008,151 | $ (1,449,901) | $ (287,919) | $ 616 | $ 0 | $ 20,343 | $ 0 | |
BALANCE (in shares) at Mar. 31, 2020 | 1 | ||||||||
BALANCE (in shares) at Mar. 31, 2020 | 254,298,255 | 0 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 8,970 | $ 11,751 |
Adjustments to reconcile net income to net cash generated from operating activities: | ||
Amortization of program rights and other content costs | 65,032 | 70,360 |
Depreciation and other amortization | 10,914 | 11,294 |
Loss on extinguishment of debt | 0 | 151 |
Gain on disposal of fixed assets | (19) | (6) |
Deferred income taxes | 64 | 373 |
Stock-based compensation (Note 16) | 939 | 1,003 |
Change in fair value of derivatives | 0 | 62 |
Foreign currency exchange loss, net | 7,055 | 2,681 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 41,897 | 35,220 |
Accounts payable and accrued liabilities | (1,876) | (5,138) |
Program rights | (51,826) | (57,978) |
Other assets and liabilities | (287) | (1,560) |
Accrued interest | 2,924 | 3,833 |
Income taxes payable | 1,549 | (2,118) |
Deferred revenue | 20,927 | 24,186 |
VAT and other taxes payable | 9,651 | 1,895 |
Net cash generated from operating activities | 115,914 | 96,009 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (4,790) | (4,365) |
Disposal of property, plant and equipment | 31 | 6 |
Net cash used in investing activities | (4,759) | (4,359) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of debt | 0 | (68,928) |
Settlement of derivative instruments | 0 | (740) |
Payment of credit facilities and finance leases | (2,006) | (1,769) |
Payments of withholding tax on net share settlement of share-based compensation | 8 | 299 |
Net cash used in financing activities | (2,014) | (71,736) |
Impact of exchange rate fluctuations on cash and cash equivalents | (5,439) | (1,913) |
Net (decrease) / increase in cash and cash equivalents | 103,702 | 18,001 |
CASH AND CASH EQUIVALENTS, beginning of period | 36,621 | 62,031 |
CASH AND CASH EQUIVALENTS, end of period | 140,323 | 80,032 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest (including Guarantee Fees) | 2,547 | 3,093 |
Cash paid for income taxes, net of refunds | $ 2,883 | $ 6,318 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 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 holding companies. We manage our business on a geographical basis, with five operating segments; Bulgaria, the Czech Republic, Romania, the Slovak Republic and Slovenia, which are also our reportable segments and our main operating countries. See Note 18, "Segment Data" for financial information by segment. We are the market-leading broadcasters in each of our five operating countries with a combined portfolio of 30 television channels. Each country develops and produces content for their television channels. We generate advertising revenues 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 and internet protocol television ("IPTV") operators for carriage of our channels as well as from advertising related to our digital initiatives. 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% of CME Bulgaria B.V., 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 six other channels, PRO 2, PRO X, PRO GOLD, PRO CINEMA, PRO TV INTERNATIONAL, 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. Slovenia We operate two general entertainment channels, POP TV and KANAL A, and three other channels, KINO, BRIO and OTO. Merger On October 27, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with TV Bidco B.V. ("Parent") and TV Bermuda Ltd. ("Merger Sub"). Parent and Merger Sub are affiliates of PPF Group N.V. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving company in the proposed Merger as a wholly-owned subsidiary of Parent. The closing of the proposed Merger is subject to several conditions, including, but not limited to, the requisite vote of the Company’s shareholders in favor of the Merger Agreement and the proposed Merger, the receipt of certain competition and other regulatory approvals, compliance with covenants and agreements in the Merger Agreement (subject to certain materiality qualifications), and the absence of any governmental order prohibiting completion of the proposed Merger. A special general meeting of shareholders of the Company was held on February 27, 2020, where more than 99% of the votes cast by shareholders were in favor of approving the Merger Agreement, the related statutory merger agreement and the Merger. In addition, regulatory approvals required under the Merger Agreement in Romania and Slovenia have been obtained. For additional information on the Merger, please see the proxy statement of the Company related to the special general meeting of shareholders, filed with the SEC on January 10, 2020. Parent is currently planning on filing the required notification to the European Commission in the second quarter, and we expect the proposed Merger to be completed in the third quarter of 2020. Under the Merger Agreement, at the effective time of the proposed Merger (the “Effective Time”), without any action required by the Company, Parent, Merger Sub or any shareholder of the Company or any other person, each Class A Share issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist automatically and each such Class A Share (other than shares owned by the Company, Parent, Merger Sub or any of their respective direct or indirect wholly-owned subsidiaries, in each case not held on behalf of third parties) will be converted into the right to receive US$ 4.58 in cash. Under the Merger Agreement, at the Effective Time, without any action required by the Company, Parent, Merger Sub or any shareholder of the Company or any other person, the Series A Preferred Share issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist automatically and will be converted into the right to receive US$ 32,900,000 in cash, without interest and each Series B Preferred Share issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist automatically and will be converted into the right to receive US$ 1,630.875 in cash, without interest; provided that, among other things, any conversion of the Series A Preferred Share or any Series B Preferred Shares into Class A Shares on or after October 27, 2019 will be deemed to be null and void. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
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. Where applicable, prior period presentation has been modified to conform to current year presentation. 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, 2019 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, 2019 filed with the Securities and Exchange Commission on February 6, 2020 . Our significant accounting policies have not changed since December 31, 2019 , 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. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. 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 winter holiday season. Allowance for Credit Losses In each of our segments, we stratify our receivables by age within risk-based pools. We apply an allowance percentage to each aging bucket based on historical collection trends adjusted for anticipated changes in future collectibility, including the potential impact of the COVID-19 pandemic. Our risk pools are generally defined as TV Advertising, Carriage Fee and Subscription and Other in line with the revenue source of the related receivable. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. If the financial condition of these customers were to deteriorate, additional allowances may be required in future periods. We review accounts receivable balances periodically to identify the need for specific provision. We consider factors external to the specific customer, including current conditions and forecasts of economic conditions that are unique to each segment, including the potential impact of the COVID-19 pandemic. In the event we recover amounts previously written off, we release the specific allowance for credit loss. Goodwill and Indefinite-Lived Intangible Assets Goodwill is evaluated at the reporting unit level, which we have determined is each of our five operating segments. We calculated the fair value of our reporting units as of October 1, 2019, based on the present value of expected future cash flows, including terminal value, discounted at appropriate rates, determined separately for each reporting unit, and on publicly available information, where appropriate. The determination of fair value involves the use of significant estimates and assumptions, including: revenue growth rates, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, management's long-term plan and a discount rate selected with reference to the relevant cost of capital. An impairment exists when the carrying amount of a reporting unit (including its goodwill), exceeds its fair value. Indefinite-lived intangible assets are evaluated for impairment individually using the relief from royalty method to calculate fair value. An impairment loss is recognized if the carrying amount of an indefinite-lived intangible asset exceeds its fair value. We performed a qualitative assessment for all of our reporting units and indefinite-lived intangible assets as of March 31, 2020 to determine whether the impact of the COVID-19 pandemic indicates that it is more likely than not that the fair value of any reporting unit or indefinite-lived intangible asset is less than its carrying value. As a part of the qualitative assessment, we performed sensitivity analyses on the critical inputs to the fair value models including cash flows, terminal growth rates, weighted-average costs of capital and royalty rates. This analysis did not indicate that our reporting units were more likely than not impaired. The results of these procedures indicated that none of our reporting units or indefinite-lived intangible assets were more likely than not impaired. Program Rights Our predominant strategy in each segment is to generate television advertising revenues through airing a diversified library of complementary content across our portfolio of channels. Licensed and produced content are predominantly monetized as a group and reviewed for potential impairment as a film group in each segment when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized cost. Content assets within a film group are stated at the lower of unamortized cost or fair value. Our calculations of fair value include significant assumptions about the amounts and timing of cash inflows and outflows and the rates by which these cash flows are discounted to the present period. Unamortized costs for assets that have been, or are expected to be abandoned, are written off. We performed fair value assessments of the film groups at each segment as of March 31, 2020 , that included assumptions about the potential impact of the COVID-19 pandemic. The results of these assessments did not indicate that the fair value of any film group was less than unamortized cost. Income Taxes We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Due to the uncertainty related to the impact of the COVID-19 pandemic on our operations, we have used a discrete effective tax rate method to calculate taxes for the three-month period ended March 31, 2020 . Recent Accounting Pronouncements Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued 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 replaced the incurred loss impairment methodology in the legacy 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 primarily applies to our accounts receivable and had no material impact upon adoption as of January 1, 2020. In March 2019, the FASB issued guidance that aligns the accounting for production costs of an episodic television series with the accounting for production costs of films. The guidance further requires that an entity test a film or license agreement for program material for impairment at a film group level and under a fair value model when the film or license agreement is predominantly monetized with other films and/or license agreements. Further, content acquired under a license agreement is not required to be separately presented on the balance sheet based on the estimated time of usage. The guidance was adopted prospectively on January 1, 2020, at which time we reclassified US$ 75.9 million of our current content assets to non-current on our condensed consolidated Balance Sheets. There was no cumulative effect adjustment upon adoption. The change to a fair value model and the use of film groups in the assessment of impairment of our content is a significant change to the previously prescribed approach; however, the results of these procedures are not substantially different than the results under the previous approach. During the adoption process we identified and corrected an error in our program rights disclosure as at December 31, 2019 relating to the misclassification of certain completed and released content that had been disclosed as completed and not released. The disclosure error did not impact the consolidated balance sheets, the consolidated statements of operations and comprehensive income, the consolidated statements of equity or the consolidated statements of cash flows and was not material as at December 31, 2019. Recent Accounting Pronouncements Issued In March 2020, the FASB issued guidance to provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Interest charged on our Euro Loans (as defined in Note 4, "Long-term Debt and Other Financing Arrangements" ) and the related hedging instruments is based on three-month EURIBOR, which is not expected to be discontinued prior to the maturity of these instruments. Interest charged on our Revolving Credit Facility ("RCF"), when drawn, is based on three-month LIBOR through its maturity on April 26, 2023, however, we do not anticipate this guidance will significantly impact our accounting for this instrument. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | . GOODWILL AND INTANGIBLE ASSETS Goodwill: Goodwill by reporting unit as at March 31, 2020 and December 31, 2019 was as follows: Bulgaria Czech Republic Romania Slovak Republic Slovenia Total Gross Balance, December 31, 2019 $ 173,146 $ 805,396 $ 83,521 $ 49,137 $ 19,400 $ 1,130,600 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Balance, December 31, 2019 28,507 517,851 72,493 49,137 — 667,988 Foreign currency (705 ) (48,216 ) (2,239 ) (1,229 ) — (52,389 ) Balance, March 31, 2020 27,802 469,635 70,254 47,908 — 615,599 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Gross Balance, March 31, 2020 $ 172,441 $ 757,180 $ 81,282 $ 47,908 $ 19,400 $ 1,078,211 Other intangible assets: The net book values of our other intangible assets as at March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 81,905 $ — $ 81,905 $ 85,484 $ — $ 85,484 Amortized: Broadcast licenses 191,118 (157,118 ) 34,000 208,669 (169,239 ) 39,430 Customer relationships 52,513 (52,028 ) 485 54,807 (54,288 ) 519 Other 4,943 (2,663 ) 2,280 4,642 (2,486 ) 2,156 Total $ 330,479 $ (211,809 ) $ 118,670 $ 353,602 $ (226,013 ) $ 127,589 Net broadcast licenses consist solely of our TV Nova license in the Czech Republic, which is amortized on a straight-line basis through its expiration date 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 . Other intangibles primarily consist of software licenses which are typically amortized on a straight-line basis over three years to five years. |
LONG-TERM DEBT AND OTHER FINANC
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | . LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary March 31, 2020 December 31, 2019 Long-term debt $ 576,436 $ 590,777 Other credit facilities and finance leases 14,792 16,332 Total long-term debt and other financing arrangements 591,228 607,109 Less: current maturities (6,655 ) (6,836 ) Total non-current long-term debt and other financing arrangements $ 584,573 $ 600,273 Overview Total long-term debt and credit facilities comprised the following at March 31, 2020 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2021 Euro Loan $ 66,103 $ (82 ) $ 66,021 2023 Euro Loan 513,617 (3,202 ) 510,415 2023 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 579,720 $ (3,284 ) $ 576,436 (1) Debt issuance costs related to the 2021 Euro Loan, the 2023 Euro Loan and the 2023 Revolving Credit Facility (each as defined below) 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 2023 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet. At March 31, 2020 , the maturity of our long-term debt and credit facilities was as follows: 2020 $ — 2021 66,103 2022 — 2023 513,617 2024 — 2025 and thereafter — Total long-term debt and credit facilities 579,720 Debt issuance costs (3,284 ) Carrying amount of long-term debt and credit facilities $ 576,436 Long-term Debt Our long-term debt comprised the following at March 31, 2020 and December 31, 2019: Carrying Amount Fair Value March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 2021 Euro Loan $ 66,021 $ 67,683 $ 61,824 $ 68,120 2023 Euro Loan 510,415 523,094 455,765 529,303 $ 576,436 $ 590,777 $ 517,589 $ 597,423 The estimated fair values of the Euro Loans (as defined below) as at March 31, 2020 and December 31, 2019 were determined using the average yield curve of comparable bonds with equivalent credit ratings which is a Level 2 input as described in Note 11, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in each of the Euro Loans. The embedded derivatives are considered clearly and closely related to their respective Euro Loan, and as such are not required to be accounted for separately. 2021 Euro Loan As at March 31, 2020 , the principal amount of our floating rate senior unsecured term credit facility (the "2021 Euro Loan") outstanding was EUR 60.3 million (approximately US$ 66.1 million ). The 2021 Euro Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.1% and 1.9% depending on the credit rating of Warner Media. As at March 31, 2020 , the all-in borrowing rate on amounts outstanding under the 2021 Euro Loan was 3.25% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2021 Euro Loan is payable quarterly in arrears on each February 13, May 13, August 13 and November 13. The 2021 Euro Loan matures on November 1, 2021 and may be prepaid at our option, in whole or in part, without premium or penalty from cash generated from our operations. From April 26, 2020, the 2021 Euro Loan may be refinanced at our option. The 2021 Euro Loan is a senior unsecured obligation of CME Ltd. and is unconditionally guaranteed by CME Media Enterprises B.V. ("CME BV") and by Warner Media, LLC ("Warner Media") and certain of its subsidiaries. 2023 Euro Loan As at March 31, 2020 , the principal amount of our floating rate senior unsecured term credit facility (the "2023 Euro Loan") outstanding was EUR 468.8 million (approximately US$ 513.6 million ). The 2023 Euro Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 11, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.1% and 1.9% depending on the credit rating of Warner Media. As at March 31, 2020 , the all-in borrowing rate on amounts outstanding under the 2023 Euro Loan was 3.50% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2023 Euro Loan is payable quarterly in arrears on each January 7, April 7, July 7 and October 7. The 2023 Euro Loan matures on April 26, 2023 and may be prepaid at our option, in whole or in part, without premium or penalty from cash generated from our operations. From April 26, 2020, the 2023 Euro Loan may be refinanced at our option. The 2023 Euro Loan is a senior unsecured obligation of CME BV and is unconditionally guaranteed by CME Ltd. and by Warner Media and certain of its subsidiaries. Reimbursement Agreement and Guarantee Fees In connection with Warner Media’s guarantees of the 2021 Euro Loan and 2023 Euro Loan (collectively, the "Euro Loans"), we entered into a reimbursement agreement (as amended, the “Reimbursement Agreement") with Warner Media. The Reimbursement Agreement provides for the payment of guarantee fees (collectively, the "Guarantee Fees") to Warner Media as consideration for those guarantees, and the reimbursement to Warner Media of any amounts paid by them under any guarantee or through any loan purchase right exercised by it. The loan purchase right allows Warner Media to purchase any amount outstanding under the Euro Loans from the lenders following an event of default under the Euro Loans or the Reimbursement Agreement. The Reimbursement Agreement is guaranteed by our 100% owned subsidiary CME BV and is secured by a pledge over 100% of the outstanding shares of CME BV. The covenants and events of default under the Reimbursement Agreement are substantially the same as under the 2023 Revolving Credit Facility (described below). We pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans calculated on a per annum basis based on our consolidated net leverage as defined in the Reimbursement Agreement, which among other adjustments, takes into consideration cash balances up to US$ 75.0 million for the purposes of the net leverage calculation. The Guarantee Fee rates applicable to our Euro Loans are shown in the tables below: All-in Rate Consolidated Net Leverage 2021 Euro Loan 2023 Euro Loan ≥ 7.0x 6.00 % 6.50 % < 7.0x - 6.0x 5.00 % 5.50 % < 6.0x - 5.0x 4.25 % 4.75 % < 5.0x - 4.0x 3.75 % 4.25 % < 4.0x - 3.0x 3.25 % 3.75 % < 3.0x 3.25 % 3.50 % Our consolidated net leverage as at March 31, 2020 and December 31, 2019 was 2.2x and 2.4x , respectively. For the three months ended March 31, 2020 and 2019 , we recognized US$ 2.8 million and US$ 3.7 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 2021 Euro Loan are payable semi-annually in arrears on each May 1 and November 1. The Guarantee Fees relating to the 2023 Euro Loan are payable semi-annually in arrears on each June 1 and December 1. The Guarantee Fees on the 2023 Euro Loan that were previously paid in kind are presented as a component of other non-current liabilities (see Note 9, "Other Liabilities" ) and bear interest per annum at the applicable Guarantee Fee rate (as set forth in the table below). Guarantee Fees 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 2021 Euro Loan 1.28 % 0.47 % 1.50 % 3.25 % 2023 Euro Loan 1.28 % 0.28 % (1) 1.94 % 3.50 % 2023 Revolving Credit Facility (if drawn) 4.70 % (2) — % — % 4.70 % (1) Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.50% if our net leverage ratio remains unchanged. (2) Based on the three-month LIBOR of 1.45% as at March 31, 2020 . 2023 Revolving Credit Facility We had no balance outstanding under the US$ 75.0 million revolving credit facility (the "2023 Revolving Credit Facility") as at March 31, 2020 . The 2023 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 2023 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 2023 Revolving Credit Facility Agreement) based on our consolidated net leverage ratio (as defined in the Reimbursement Agreement), with all amounts payable in cash. The maturity date of the 2023 Revolving Credit Facility is April 26, 2023. When drawn, the 2023 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. As at March 31, 2020 , the following spreads were 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 % The 2023 Revolving Credit Facility is guaranteed by CME BV and is secured by a pledge over 100% of the outstanding shares of CME BV. The 2023 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 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 Finance Lease Obligations Cash Pooling We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V., 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, 2020 , we had deposits of US$ 51.4 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, 2019 , we had deposits of US$ 11.6 million in and no drawings on the BMG cash pool. Factoring Arrangements Under a factoring framework agreement with Factoring Česka spořitelna a.s., up to CZK 475.0 million (approximately US$ 19.0 million ) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.19% 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. Under a factoring framework agreement with Factoring KB, a.s., certain receivables in the Czech Republic may be factored on a non-recourse basis. The facility has a factoring fee of 0.11% 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 up to a maximum of 60 days from the due date. Under a factoring framework agreement with Global Funds IFN S.A., receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable. As at March 31, 2020 and December 31, 2019 , we had no outstanding liability balances on any of our factoring arrangements. Finance Leases For additional information on finance leases, see Note 10, "Leases" . |
PROGRAM RIGHTS
PROGRAM RIGHTS | 3 Months Ended |
Mar. 31, 2020 | |
PROGRAM RIGHTS [Abstract] | |
PROGRAM RIGHTS | . PROGRAM RIGHTS Program rights comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 (As Adjusted) Program rights: Acquired program rights, net of amortization $ 125,996 $ 135,352 Less: current portion of acquired program rights — (75,909 ) Total non-current acquired program rights 125,996 59,443 Produced program rights – Feature Films: Released, net of amortization 430 504 Produced program rights – Television Programs: Released, net of amortization 68,072 69,707 Completed and not released 8,032 4,061 In production 31,161 32,248 Development and pre-production 378 274 Total produced program rights 108,073 106,794 Total non-current acquired program rights and produced program rights $ 234,069 $ 166,237 The Company identified and corrected an error in the above disclosure as at December 31, 2019 relating to the misclassification of certain completed and released content that had been disclosed as completed and not released (see Note 2, "Basis of Presentation" ). As of March 31, 2020, approximately US$ 67.5 million , US$ 42.8 million and US$ 12.9 million of the US$ 126.0 million unamortized cost of our licensed content is expected to be amortized in each of the next three years, respectively. As of March 31, 2020, approximately US$ 11.9 million , US$ 10.9 million and US$ 9.1 million of the US$ 68.5 million unamortized cost of our produced content that has been released is expected to be amortized in each of the next three years, respectively. As of March 31, 2020, approximately US$ 5.7 million of the US$ 8.0 million unamortized cost of our produced content that is unreleased is expected to be amortized in the next year. Content costs for the three months ended March 31, 2020 and 2019 is comprised of: For the Three Months Ended March 31, 2020 2019 Purchased program rights amortization $ 24,752 $ 26,512 Produced program rights amortization 39,074 42,264 Other content costs 1,206 1,584 Total content costs $ 65,032 $ 70,360 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Other Assets [Abstract] | |
OTHER ASSETS | . OTHER ASSETS Other current and non-current assets comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Current: Prepaid acquired programming $ 21,576 $ 27,237 Other prepaid expenses 14,090 12,775 VAT recoverable 1,043 7,775 Other 207 1,045 Total other current assets $ 36,916 $ 48,832 March 31, 2020 December 31, 2019 Non-current: Capitalized debt costs (Note 4) $ 6,560 $ 7,277 Deferred tax 2,552 2,261 Operating lease right-of-use assets (Note 10) 11,100 11,682 Other 906 947 Total other non-current assets $ 21,118 $ 22,167 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | . PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Land and buildings $ 94,874 $ 100,502 Machinery, fixtures and equipment 204,762 212,810 Other equipment 33,984 36,007 Software 66,475 70,294 Construction in progress 3,675 4,774 Total cost 403,770 424,387 Less: accumulated depreciation (299,482 ) (310,486 ) Total net book value $ 104,288 $ 113,901 Assets held under finance leases (included in the above) Land and buildings $ — $ 3,914 Machinery, fixtures and equipment 31,661 31,961 Total cost 31,661 35,875 Less: accumulated depreciation (14,654 ) (15,799 ) Total net book value $ 17,007 $ 20,076 The movement in the net book value of property, plant and equipment during the three months ended March 31, 2020 and 2019 was comprised of: For the Three Months Ended March 31, 2020 2019 Opening balance $ 113,901 $ 117,604 Additions (1) 3,840 3,923 Disposals (26 ) — Depreciation (7,927 ) (8,226 ) Foreign currency movements (5,500 ) (2,954 ) Ending balance $ 104,288 $ 110,347 (1) Includes assets acquired under finance leases. For additional information see Note 10, "Leases" |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | . ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Accounts payable and accrued expenses $ 56,234 $ 56,343 Related party accounts payable 126 267 Programming liabilities 22,332 17,293 Related party programming liabilities 14,668 10,553 Duties and other taxes payable 12,048 9,426 Accrued staff costs (1) 20,547 24,027 Accrued interest payable 2,027 2,104 Related party accrued interest payable (including Guarantee Fees) 4,070 1,103 Income taxes payable 11,474 10,304 Other accrued liabilities 5,451 4,230 Total accounts payable and accrued liabilities $ 148,977 $ 135,650 (1) Includes certain retention bonuses related to the proposed Merger. |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities [Abstract] | |
OTHER LIABILITIES | . OTHER LIABILITIES Other current and non-current liabilities comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Current: Deferred revenue $ 28,065 $ 9,451 Legal provisions 629 635 Derivative instruments (Note 11) 1,259 — Operating lease liabilities (Note 10) 3,437 3,203 Other 198 226 Total other current liabilities $ 33,588 $ 13,515 March 31, 2020 December 31, 2019 Non-current: Deferred tax liabilities $ 20,312 $ 21,294 Derivative instruments (Note 11) 10,873 12,670 Operating lease liabilities (Note 10) 7,606 8,434 Related party Guarantee Fee payable (Note 4) 33,465 33,465 Other 4,453 4,137 Total other non-current liabilities $ 76,709 $ 80,000 During the three months ended March 31, 2020 and 2019 , we recognized revenue of US$ 3.4 million and US$ 2.8 million , which was deferred as at December 31, 2019 and 2018 |
LEASES LEASES
LEASES LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES We enter into operating and finance leases for offices, production and related facilities, cars and certain other equipment. Our leases have remaining lease terms up to ten years. The components of lease cost for the three months ended March 31, 2020 and 2019 were as follows: For the Three Months Ended March 31, 2020 2019 Operating lease cost: Short-term operating lease cost $ 1,146 $ 1,684 Long-term operating lease cost 1,237 1,150 Total operating lease cost $ 2,383 $ 2,834 Finance lease cost: Amortization of right-of-use asset $ 1,588 $ 1,255 Interest on lease liabilities 83 107 Total finance lease cost $ 1,671 $ 1,362 The classification of cash flows related to our leases for the three months ended March 31, 2020 and 2019 was as follows: For the Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,181 $ 1,321 Operating cash flows from finance leases 87 109 Financing cash flows from finance leases 2,006 1,769 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,059 $ 1,564 Finance leases 586 2,248 Our assets and liabilities related to our leasing arrangements comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Operating Leases Operating lease right-of-use-assets, gross $ 15,447 $ 15,396 Accumulated amortization (4,347 ) (3,714 ) Operating lease right-of-use-assets, net $ 11,100 $ 11,682 Other current liabilities $ 3,437 $ 3,203 Other non-current liabilities 7,606 8,434 Total operating lease liabilities $ 11,043 $ 11,637 Finance Leases Property, plant and equipment, gross $ 31,661 $ 35,875 Accumulated depreciation (14,654 ) (15,799 ) Property, plant and equipment, net $ 17,007 $ 20,076 Current portion of long-term debt and other financing arrangements $ 6,655 $ 6,836 Long-term debt and other financing arrangements 8,137 9,496 Total finance lease liabilities $ 14,792 $ 16,332 Weighted Average Remaining Lease Term in Years Operating leases 4.8 4.9 Finance leases 2.6 2.7 Weighted Average Discount Rate Operating leases 4.8 % 4.7 % Finance leases 2.0 % 2.1 % Our lease liabilities had the following maturities at March 31, 2020 : Operating Leases Finance Leases 2020 $ 3,464 $ 5,257 2021 2,503 5,658 2022 2,203 2,998 2023 1,424 1,256 2024 873 29 2025 and thereafter 1,973 — Total undiscounted payments 12,440 15,198 Less: amounts representing interest (1,397 ) (406 ) Present value of net minimum lease payments $ 11,043 $ 14,792 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS ASC 820, "Fair Value Measurements and Disclosure", establishes a hierarchy that prioritizes the inputs to those valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Basis of Fair Value Measurement Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments. Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to the short-term nature of these items. The fair value of our long-term debt is included in Note 4, "Long-term Debt and Other Financing Arrangements" . 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 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. 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. As at March 31, 2020 each instrument is designated as a cash flow hedge. All changes in the fair value of these instruments are recorded in accumulated other comprehensive income / loss and subsequently reclassified to interest expense when the hedged item affects earnings. Information relating to financial instruments is as follows: Trade Date Number of Contracts Aggregate Notional Amount Maturity Date Objective Fair Value as at March 31, 2020 April 5, 2016 5 EUR 468,800 February 19, 2021 Interest rate hedge underlying 2023 Euro Loan $ (1,259 ) April 26, 2018 3 EUR 60,335 November 1, 2021 Interest rate hedge underlying 2021 Euro Loan $ (490 ) April 26, 2018 4 EUR 468,800 April 26, 2023 Interest rate hedge underlying 2023 Euro Loan, forward starting on February 19, 2021 $ (10,383 ) |
CONVERTIBLE REDEEMABLE PREFERRE
CONVERTIBLE REDEEMABLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
CONVERTIBLE REDEEMABLE PREFERRED STOCK | CONVERTIBLE REDEEMABLE PREFERRED SHARES 200,000 shares of our Series B Convertible Redeemable Preferred Stock, par value US$ 0.08 per share (the “Series B Preferred Shares”) were issued and outstanding as at March 31, 2020 and December 31, 2019 . The Series B Preferred Shares are held by Time Warner Media Holdings B.V. ("TW Investor"), a wholly owned subsidiary of AT&T. As at March 31, 2020 and December 31, 2019 , the accreted value of the Series B Preferred Shares was US$ 269.4 million . The Series B Preferred Shares have a stated value of US$ 1,000 per share and no longer accrete subsequent to June 24, 2018. As of March 31, 2020 , the 200,000 shares of Series B preferred stock were convertible into approximately 111.1 million shares of Class A common stock. Pursuant to the Certificate of Designation of the Series B Preferred Shares, 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, 2020 , 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. The Series B Preferred Shares are not considered a liability and the embedded conversion feature does not require bifurcation. The Series B Preferred Shares are classified outside of permanent equity at redemption value. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
EQUITY | 13. EQUITY Preferred Stock 5,000,000 shares of Preferred Stock were authorized as at March 31, 2020 and December 31, 2019 . One share of Series A Convertible Preferred Stock (the "Series A Preferred Share") was issued and outstanding as at March 31, 2020 and December 31, 2019 . Pursuant to the Certificate of Designation of the Series A Preferred Share, 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. 200,000 shares of Series B Preferred Shares were issued and outstanding as at March 31, 2020 and December 31, 2019 (see Note 12, "Convertible Redeemable Preferred Shares" ). As of March 31, 2020 , the 200,000 Series B Preferred Shares were convertible into approximately 111.1 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, 2020 and December 31, 2019 . 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 and automatically convert into shares of Class A common stock on a one-for-one basis when the number of shares of Class B common stock is less than 10% of the total number of shares of common stock outstanding. 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 pre-emptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. There were 254.3 million and 253.6 million shares of Class A common stock outstanding at March 31, 2020 and December 31, 2019 , respectively, and no shares of Class B common stock outstanding at March 31, 2020 or December 31, 2019 . As at March 31, 2020 , TW Investor owns 63.8% of the outstanding shares of Class A common stock. In April 2018, Warner Media and TW Investor issued standing proxies to the independent directors of the Company, pursuant to which they granted the right to vote approximately 100.9 million shares of Class A common stock (the “Warrant Shares”) on all matters other than at any meeting where the agenda includes a change in control transaction. In accordance with these proxies, the Warrant Shares will be voted in proportion to votes cast at a general meeting of the Company, excluding such Warrant Shares. Warner Media and TW Investor have notified the Company that they intend to utilize their option to maintain this proxy arrangement in effect until April 2021. As a result of the standing proxies, after giving effect to its ownership of the Series A Preferred Share, TW Investor has a 44.1% voting interest in the Company. Accumulated Other Comprehensive Loss The movement in accumulated other comprehensive loss during the three months ended March 31, 2020 and 2019 comprised the following: For the Three Months Ended March 31, 2020 2019 BALANCE, beginning of period $ (226,916 ) $ (216,650 ) Currency translation adjustment, net Balance, beginning of period $ (213,955 ) $ (207,668 ) Foreign exchange loss on intercompany loans (1) (18,074 ) (612 ) Foreign exchange loss on the Series B Preferred Shares (6,750 ) (5,106 ) Currency translation adjustments (36,399 ) (10,262 ) Balance, end of period $ (275,178 ) $ (223,648 ) Unrealized loss on derivative instruments designated as hedging instruments Balance, beginning of period $ (12,961 ) $ (8,982 ) Change in the fair value of hedging instruments (219 ) (3,702 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value of hedging instruments reclassified to interest expense 439 371 Balance, end of period $ (12,741 ) $ (12,313 ) BALANCE, end of period $ (287,919 ) $ (235,961 ) (1) Represents foreign exchange gains and losses on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. |
INTEREST EXPENSE
INTEREST EXPENSE | 3 Months Ended |
Mar. 31, 2020 | |
Interest Expense [Abstract] | |
INTEREST EXPENSE | INTEREST EXPENSE Interest expense comprised the following for the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, 2020 2019 Interest on long-term debt and other financing arrangements $ 5,774 $ 7,368 Amortization of capitalized debt issuance costs 821 874 Total interest expense $ 6,595 $ 8,242 We paid cash interest (including Guarantee Fees) of US$ 2.5 million and US$ 3.1 million during the three months ended March 31, 2020 and 2019 |
OTHER NONOPERATING EXPENSE, NET
OTHER NONOPERATING EXPENSE, NET | 3 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER NON-OPERATING INCOME / EXPENSE | OTHER NON-OPERATING INCOME / EXPENSE, NET Other non-operating income / expense, net comprised the following for the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, 2020 2019 Interest income $ 142 $ 152 Foreign currency exchange loss, net (6,342 ) (3,077 ) Change in fair value of derivatives — (36 ) Loss on extinguishment of debt — (151 ) Other income, net 64 15 Total other non-operating expense, net $ (6,136 ) $ (3,097 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 16. STOCK-BASED COMPENSATION Our 2015 Stock Incentive Plan (the "2015 Plan"), has 16,000,000 shares of Class A common stock authorized for grants of stock options, restricted stock units ("RSU"), restricted stock and stock appreciation rights to employees and non-employee directors. Under the 2015 Plan, awards are made to employees and directors at the discretion of the Compensation Committee. For the three months ended March 31, 2020 and 2019 , we recognized charges for stock-based compensation of US$ 0.9 million and US$ 1.0 million respectively, as a component of selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive income / loss. 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, 2020 . The summary of stock options outstanding as at March 31, 2020 and December 31, 2019 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2019 2,011,392 $ 2.32 5.58 $ 4,436 Outstanding and Exercisable at March 31, 2020 2,011,392 $ 2.32 5.33 $ 1,620 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, 2020 , 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 aggregate intrinsic value (the difference between the stock price on the last day of trading of the first quarter of 2020 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, 2020 . This amount changes based on the fair value of our Class A common stock. Restricted Stock Units with Time-Based Vesting 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. Holders of RSU awards are not entitled to receive cash dividend equivalents prior to the vesting of awards and are not entitled to vote shares underlying awards. The following table summarizes information about unvested RSUs as at March 31, 2020 and December 31, 2019: Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2019 2,332,681 $ 3.69 Vested (695,276 ) 3.50 Unvested at March 31, 2020 1,637,405 $ 3.77 The intrinsic value of unvested RSUs was US$ 5.1 million as at March 31, 2020 . Total unrecognized compensation cost related to unvested RSUs as at March 31, 2020 was US$ 5.0 million and is expected to be recognized over a weighted-average period of 1.97 years. Restricted Stock Units with Performance Conditions Each RSU with performance conditions (“PRSU”) represents a right to receive one share of Class A common stock of the Company for each PRSU that vests in accordance with a performance-based vesting schedule. The performance-based vesting schedule sets forth specified objectives for unlevered free cash flow and OIBDA over defined periods and by defined dates. Holders of PRSU awards are not entitled to receive cash dividend equivalents prior to the vesting of awards and are not entitled to vote shares underlying awards. Vesting of the currently outstanding PRSUs is subject to the achievement of cumulative unlevered free cash flow and OIBDA targets corresponding to two, three or four-year performance periods ending December 31, 2020, 2021 and 2022, respectively. The maximum number of PRSUs that may be earned is 200% of the corresponding target. At March 31, 2020 and December 31, 2019 there were 501,572 unvested shares with a weighted-average grant date fair value of US$ 3.19 . During the three months ended March 31, 2020 there were no new PRSU awards granted or vested. The intrinsic value of unvested PRSUs was US$ 1.6 million as at March 31, 2020 . Total unrecognized compensation cost related to unvested PRSUs as at March 31, 2020 was US$ 1.4 million of which US$ 0.2 million is related to performance targets currently considered probable of being achieved and will be recognized over a period of 1 year. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 17. EARNINGS PER SHARE We determined that the Series B Preferred Shares are a participating security, and accordingly, our basic and diluted net income / loss per share is calculated using the two-class method. Under the two-class method, basic net income / loss per common share is computed by dividing the net income available to common shareholders after deducting contractual amounts of accretion on our Series B Preferred Shares 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 after adjusting for the impact of those dilutive shares on the allocation of income to the Series B Preferred Shares. The components of basic and diluted earnings per share are as follows: For the Three Months Ended March 31, 2020 2019 Income from operations $ 8,970 $ 11,751 Net loss attributable to noncontrolling interests 71 7 Less: income allocated to Series B Preferred Shares (2,671 ) (3,482 ) Net income attributable to CME Ltd. available to common shareholders — basic 6,370 8,276 Effect of dilutive securities Dilutive effect of RSUs and employee stock options 12 9 Net income attributable to CME Ltd. available to common shareholders — diluted $ 6,382 $ 8,285 Weighted average outstanding shares of common stock — basic (1) 265,036 264,199 Dilutive effect of employee stock options and RSUs 1,755 1,012 Weighted average outstanding shares of common stock — diluted 266,791 265,211 Net income per share: Attributable to CME Ltd. — basic $ 0.02 $ 0.03 Attributable to CME Ltd. — diluted 0.02 0.03 (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 rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. Weighted-average equity awards and convertible shares are excluded from the calculation of diluted earnings per share if their effect would be anti-dilutive. The following instruments were anti-dilutive for the periods presented but may be dilutive in future periods: For the Three Months Ended March 31, 2020 2019 RSUs 751 1,064 Total 751 1,064 |
SEGMENT DATA
SEGMENT DATA | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | . SEGMENT DATA We manage our business on a geographical basis, with five operating segments: Bulgaria, the Czech Republic, Romania, the Slovak Republic and Slovenia, which are also our reportable segments and our main operating countries. These segments reflect how CME Ltd.’s operating performance is evaluated by our chief operating decision makers, who we have identified as our co-Chief Executive Officers; how operations are managed by segment managers; and the structure of our internal financial reporting. Our segments generate revenues primarily from the sale of advertising and sponsorship on our channels and digital properties. 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 do not impact 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. Below are tables showing our net revenues, OIBDA, total assets, capital expenditures and long-lived assets by segment for the three months ended March 31, 2020 and 2019 for condensed consolidated statements of operations and comprehensive income / loss data and condensed consolidated statements of cash flow data; and as at March 31, 2020 and December 31, 2019 for condensed consolidated balance sheet data. Net revenues: For the Three Months Ended March 31, 2020 2019 Bulgaria $ 16,955 $ 19,293 Czech Republic 49,215 50,316 Romania 39,515 38,810 Slovak Republic 22,159 21,332 Slovenia 16,734 17,850 Intersegment revenues (1) (762 ) (1,042 ) Total net revenues $ 143,816 $ 146,559 (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, 2020 2019 Bulgaria $ 4,818 $ 6,121 Czech Republic 15,950 14,947 Romania 15,064 17,533 Slovak Republic 3,945 1,729 Slovenia 4,862 4,931 Elimination (3 ) 48 Total operating segments 44,636 45,309 Corporate (7,465 ) (7,252 ) Total OIBDA 37,171 38,057 Depreciation of property, plant and equipment (7,927 ) (8,226 ) Amortization of broadcast licenses and other intangibles (2,167 ) (2,194 ) Other items (1) (880 ) — Operating income 26,197 27,637 Interest expense (Note 14) (6,595 ) (8,242 ) Other non-operating expense, net (Note 15) (6,136 ) (3,097 ) Income before tax $ 13,466 $ 16,298 (1) Other items during the three months ended March 31, 2020 reflects costs relating to the Merger, primarily legal and professional fees. Total assets: (1) March 31, 2020 December 31, 2019 Bulgaria $ 137,435 $ 135,593 Czech Republic 677,616 758,479 Romania 275,166 289,968 Slovak Republic 144,963 150,806 Slovenia 81,672 92,144 Total operating segments 1,316,852 1,426,990 Corporate 94,310 20,872 Total assets $ 1,411,162 $ 1,447,862 (1) Segment assets exclude any intercompany balances. Capital expenditures: For the Three Months Ended March 31, 2020 2019 Bulgaria $ 548 $ 774 Czech Republic 2,026 1,687 Romania 650 417 Slovak Republic 567 202 Slovenia 979 1,219 Total operating segments 4,770 4,299 Corporate 20 66 Total capital expenditures $ 4,790 $ 4,365 Long-lived assets: (1) March 31, 2020 December 31, 2019 Bulgaria $ 12,238 $ 13,538 Czech Republic 32,582 36,760 Romania 29,279 31,115 Slovak Republic 15,101 16,201 Slovenia 14,324 15,207 Total operating segments 103,524 112,821 Corporate 764 1,080 Total long-lived assets $ 104,288 $ 113,901 (1) Reflects property, plant and equipment, net. Revenues from contracts with customers comprised the following for the three months ended March 31, 2020 and 2019 : Consolidated revenue by type: For the Three Months Ended March 31, 2020 2019 Television advertising $ 106,455 $ 111,047 Carriage fees and subscriptions 31,584 29,550 Other 5,777 5,962 Total net revenues $ 143,816 $ 146,559 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, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments Programming Rights Agreements and Other Commitments At March 31, 2020 , we had total commitments of US$ 89.9 million (December 31, 2019: US$ 103.5 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 and other commitments as follows: Programming purchase obligations Other commitments Capital expenditures 2020 $ 27,307 $ 7,858 $ 351 2021 22,052 5,842 31 2022 18,712 5,512 31 2023 12,974 5,163 — 2024 6,379 — — 2025 and thereafter 2,436 — — Total $ 89,860 $ 24,375 $ 413 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 condensed 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 that have a collective face value of approximately EUR 69.0 million. 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. Two of the notes purport to be issued in favor of Marian Kocner, a controversial Slovak businessman, and the other two to a long-time associate of Mr. Kocner. All four notes were supposedly assigned several times, for no apparent consideration, to companies owned by or associated with Mr. Kocner and ultimately to Sprava a inkaso zmeniek, s.r.o., a company owned by Mr. Kocner that initiated the claims for payment in these proceedings. Two of the notes, each of which purportedly has a face value of approximately EUR 8.3 million , allegedly matured in 2015. The other two notes, which were purportedly issued in blank, had the amount of approximately EUR 26.2 million inserted on each of them by Mr. Kocner or someone associated with him in mid-2016, shortly before their alleged maturity. The four notes accrue interest from their purported maturity dates. We do not believe that the notes were signed in June 2000 or that any of the notes are authentic. During the first quarter of 2018, the court of first instance began to schedule hearings in respect of the first promissory note having a face value of approximately EUR 8.3 million (the "First PN Case"), the second promissory note having a face value of approximately EUR 8.3 million (the "Second PN Case") and one of the promissory notes having a face value of approximately EUR 26.2 million (the "Third PN Case"). Proceedings on the claim in respect of the other promissory note having a face value of approximately EUR 26.2 million (the "Fourth PN Case") were terminated on two separate occasions in 2017 because the plaintiff failed to pay the required court fees. On April 26, 2018, the judge in the First PN Case ruled in favor of the plaintiff. Markiza appealed that decision. On May 14, 2018, Markiza filed a criminal complaint with the Special Prosecutor's Office of the Slovak Republic (the "Special Prosecutor’s Office") alleging that Mr. Kocner and Mr. Rusko committed the offenses of (1) counterfeiting, falsification, and illegal production of money and securities and (2) obstruction or perversion of justice. Following the opening of criminal proceedings in the matter, the Special Prosecutor’s Office issued a decision on June 20, 2018 to formally charge Mr. Kocner and Mr. Rusko with counterfeiting, falsification and illegal production of securities and obstruction of justice and Mr. Kocner was taken into pre-trial custody by the Slovak authorities. Subsequently, the Special Prosecutor’s Office charged Mr. Kocner’s long-time associate, who received two of the alleged promissory notes as the original beneficial owner and purported to endorse those notes to a company controlled by Mr. Kocner, with counterfeiting, falsification, and illegal production of money and securities. Proceedings were subsequently suspended in respect of the First PN Case by the appellate court and by the court of first instance in the remaining cases (including the Fourth PN Case which the plaintiff refiled in May 2019 and paid the required court fees) until a final and enforceable decision has been rendered in the criminal proceedings. Following the conclusion of the pre-trial investigation, the Special Prosecutor’s Office formally indicted Mr. Kocner and Mr. Rusko on March 19, 2019 with counterfeiting, falsification, and illegal production of securities and obstruction of justice and filed the indictment with the Special Criminal Court of the Slovak Republic. On February 27, 2020, following the conclusion of criminal proceedings, the Special Criminal Court found Mr. Kocner and Mr. Rusko guilty of the crimes charged and sentenced each of them to 19 years in prison. Both Mr. Kocner and Mr. Rusko have appealed the sentence to the Supreme Court of the Slovak Republic and the Special Prosecutor’s Office has filed an appeal in respect of the length of the sentence as well as the ruling on the forfeiture of property by Mr. Kocner. Markiza will continue to vigorously defend the claims in the event any of the civil proceedings are not dismissed as a result of the successful conclusion of the criminal proceedings. Based on the facts and circumstances of these cases, we have not accrued any amounts in respect of these claims. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | . RELATED PARTY TRANSACTIONS We consider our related parties to be our officers, directors and shareholders who have direct control and/or influence over the Company as well as other parties that can significantly influence management. We have identified transactions with individuals or entities associated with AT&T, which is represented on our Board of Directors and holds a 44.1% voting interest in CME Ltd. (see Note 13, "Equity" ) as at March 31, 2020 , as material related party transactions. AT&T For the Three Months Ended March 31, 2020 2019 Cost of revenues $ 5,633 $ 4,976 Interest expense 3,782 4,754 March 31, 2020 December 31, 2019 Programming liabilities $ 14,668 $ 10,553 Other accounts payable and accrued liabilities 126 267 Accrued interest payable (1) 4,070 1,103 Other non-current liabilities (2) 33,465 33,465 (1) Amount represents accrued Guarantee Fees which are not due. See Note 4, "Long-term Debt and Other Financing Arrangements" . (2) Amount represents Guarantee Fees related to the 2023 Euro Loan for which we had previously made an election to pay in kind. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 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, 2019 filed with the Securities and Exchange Commission on February 6, 2020 . Our significant accounting policies have not changed since December 31, 2019 , 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. |
Basis of Consolidation | Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. |
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 winter holiday season. |
Recent Accounting Pronouncements | Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued 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 replaced the incurred loss impairment methodology in the legacy 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 primarily applies to our accounts receivable and had no material impact upon adoption as of January 1, 2020. In March 2019, the FASB issued guidance that aligns the accounting for production costs of an episodic television series with the accounting for production costs of films. The guidance further requires that an entity test a film or license agreement for program material for impairment at a film group level and under a fair value model when the film or license agreement is predominantly monetized with other films and/or license agreements. Further, content acquired under a license agreement is not required to be separately presented on the balance sheet based on the estimated time of usage. The guidance was adopted prospectively on January 1, 2020, at which time we reclassified US$ 75.9 million of our current content assets to non-current on our condensed consolidated Balance Sheets. There was no cumulative effect adjustment upon adoption. The change to a fair value model and the use of film groups in the assessment of impairment of our content is a significant change to the previously prescribed approach; however, the results of these procedures are not substantially different than the results under the previous approach. During the adoption process we identified and corrected an error in our program rights disclosure as at December 31, 2019 relating to the misclassification of certain completed and released content that had been disclosed as completed and not released. The disclosure error did not impact the consolidated balance sheets, the consolidated statements of operations and comprehensive income, the consolidated statements of equity or the consolidated statements of cash flows and was not material as at December 31, 2019. Recent Accounting Pronouncements Issued |
Accounting Changes and Error Corrections [Text Block] | During the adoption process we identified and corrected an error in our program rights disclosure as at December 31, 2019 relating to the misclassification of certain completed and released content that had been disclosed as completed and not released. The disclosure error did not impact the consolidated balance sheets, the consolidated statements of operations and comprehensive income, the consolidated statements of equity or the consolidated statements of cash flows and was not material as at December 31, 2019. |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments Policy | ASC 820, "Fair Value Measurements and Disclosure", establishes a hierarchy that prioritizes the inputs to those valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Basis of Fair Value Measurement Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments. Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to the short-term nature of these items. The fair value of our long-term debt is included in Note 4, "Long-term Debt and Other Financing Arrangements" . |
EARNINGS PER SHARE Policies (Po
EARNINGS PER SHARE Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy [Policy Text Block] | 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 after adjusting for the impact of those dilutive shares on the allocation of income to the Series B Preferred Shares. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill by reporting unit as at March 31, 2020 and December 31, 2019 was as follows: Bulgaria Czech Republic Romania Slovak Republic Slovenia Total Gross Balance, December 31, 2019 $ 173,146 $ 805,396 $ 83,521 $ 49,137 $ 19,400 $ 1,130,600 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Balance, December 31, 2019 28,507 517,851 72,493 49,137 — 667,988 Foreign currency (705 ) (48,216 ) (2,239 ) (1,229 ) — (52,389 ) Balance, March 31, 2020 27,802 469,635 70,254 47,908 — 615,599 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Gross Balance, March 31, 2020 $ 172,441 $ 757,180 $ 81,282 $ 47,908 $ 19,400 $ 1,078,211 |
Schedule of Finite-Lived and Indefinite-Lived Intengible Assets | net book values of our other intangible assets as at March 31, 2020 and December 31, 2019 were as follows: March 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 81,905 $ — $ 81,905 $ 85,484 $ — $ 85,484 Amortized: Broadcast licenses 191,118 (157,118 ) 34,000 208,669 (169,239 ) 39,430 Customer relationships 52,513 (52,028 ) 485 54,807 (54,288 ) 519 Other 4,943 (2,663 ) 2,280 4,642 (2,486 ) 2,156 Total $ 330,479 $ (211,809 ) $ 118,670 $ 353,602 $ (226,013 ) $ 127,589 |
LONG-TERM DEBT AND OTHER FINA_2
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Summary March 31, 2020 December 31, 2019 Long-term debt $ 576,436 $ 590,777 Other credit facilities and finance leases 14,792 16,332 Total long-term debt and other financing arrangements 591,228 607,109 Less: current maturities (6,655 ) (6,836 ) Total non-current long-term debt and other financing arrangements $ 584,573 $ 600,273 |
Schedule of Long-term Debt Instruments | Our long-term debt comprised the following at March 31, 2020 and December 31, 2019: Carrying Amount Fair Value March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 2021 Euro Loan $ 66,021 $ 67,683 $ 61,824 $ 68,120 2023 Euro Loan 510,415 523,094 455,765 529,303 $ 576,436 $ 590,777 $ 517,589 $ 597,423 Total long-term debt and credit facilities comprised the following at March 31, 2020 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2021 Euro Loan $ 66,103 $ (82 ) $ 66,021 2023 Euro Loan 513,617 (3,202 ) 510,415 2023 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 579,720 $ (3,284 ) $ 576,436 (1) |
Schedule of Guarantor Obligations | We pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans calculated on a per annum basis based on our consolidated net leverage as defined in the Reimbursement Agreement, which among other adjustments, takes into consideration cash balances up to US$ 75.0 million for the purposes of the net leverage calculation. The Guarantee Fee rates applicable to our Euro Loans are shown in the tables below: All-in Rate Consolidated Net Leverage 2021 Euro Loan 2023 Euro Loan ≥ 7.0x 6.00 % 6.50 % < 7.0x - 6.0x 5.00 % 5.50 % < 6.0x - 5.0x 4.25 % 4.75 % < 5.0x - 4.0x 3.75 % 4.25 % < 4.0x - 3.0x 3.25 % 3.75 % < 3.0x 3.25 % 3.50 % , the following spreads were 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 % |
Schedule of Interest Rate Summary | Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2021 Euro Loan 1.28 % 0.47 % 1.50 % 3.25 % 2023 Euro Loan 1.28 % 0.28 % (1) 1.94 % 3.50 % 2023 Revolving Credit Facility (if drawn) 4.70 % (2) — % — % 4.70 % (1) Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.50% if our net leverage ratio remains unchanged. (2) Based on the three-month LIBOR of 1.45% as at March 31, 2020 . |
Credit Facilities And Capital Lease Obligations | Cash Pooling We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V., 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, 2020 , we had deposits of US$ 51.4 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, 2019 , we had deposits of US$ 11.6 million in and no drawings on the BMG cash pool. Factoring Arrangements Under a factoring framework agreement with Factoring Česka spořitelna a.s., up to CZK 475.0 million (approximately US$ 19.0 million ) of receivables from certain customers in the Czech Republic may be factored on a recourse or non-recourse basis. The facility has a factoring fee of 0.19% 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. Under a factoring framework agreement with Factoring KB, a.s., certain receivables in the Czech Republic may be factored on a non-recourse basis. The facility has a factoring fee of 0.11% 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 up to a maximum of 60 days from the due date. |
Maturity Of Senior Debt And Credit Facility | At March 31, 2020 , the maturity of our long-term debt and credit facilities was as follows: 2020 $ — 2021 66,103 2022 — 2023 513,617 2024 — 2025 and thereafter — Total long-term debt and credit facilities 579,720 Debt issuance costs (3,284 ) Carrying amount of long-term debt and credit facilities $ 576,436 |
PROGRAM RIGHTS (Tables)
PROGRAM RIGHTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
PROGRAM RIGHTS [Abstract] | |
Schedule of Program Rights | Program rights comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 (As Adjusted) Program rights: Acquired program rights, net of amortization $ 125,996 $ 135,352 Less: current portion of acquired program rights — (75,909 ) Total non-current acquired program rights 125,996 59,443 Produced program rights – Feature Films: Released, net of amortization 430 504 Produced program rights – Television Programs: Released, net of amortization 68,072 69,707 Completed and not released 8,032 4,061 In production 31,161 32,248 Development and pre-production 378 274 Total produced program rights 108,073 106,794 Total non-current acquired program rights and produced program rights $ 234,069 $ 166,237 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other current and non-current assets comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Current: Prepaid acquired programming $ 21,576 $ 27,237 Other prepaid expenses 14,090 12,775 VAT recoverable 1,043 7,775 Other 207 1,045 Total other current assets $ 36,916 $ 48,832 March 31, 2020 December 31, 2019 Non-current: Capitalized debt costs (Note 4) $ 6,560 $ 7,277 Deferred tax 2,552 2,261 Operating lease right-of-use assets (Note 10) 11,100 11,682 Other 906 947 Total other non-current assets $ 21,118 $ 22,167 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Land and buildings $ 94,874 $ 100,502 Machinery, fixtures and equipment 204,762 212,810 Other equipment 33,984 36,007 Software 66,475 70,294 Construction in progress 3,675 4,774 Total cost 403,770 424,387 Less: accumulated depreciation (299,482 ) (310,486 ) Total net book value $ 104,288 $ 113,901 Assets held under finance leases (included in the above) Land and buildings $ — $ 3,914 Machinery, fixtures and equipment 31,661 31,961 Total cost 31,661 35,875 Less: accumulated depreciation (14,654 ) (15,799 ) Total net book value $ 17,007 $ 20,076 |
Property Plant And Equipment Rollforward | The movement in the net book value of property, plant and equipment during the three months ended March 31, 2020 and 2019 was comprised of: For the Three Months Ended March 31, 2020 2019 Opening balance $ 113,901 $ 117,604 Additions (1) 3,840 3,923 Disposals (26 ) — Depreciation (7,927 ) (8,226 ) Foreign currency movements (5,500 ) (2,954 ) Ending balance $ 104,288 $ 110,347 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Accounts payable and accrued expenses $ 56,234 $ 56,343 Related party accounts payable 126 267 Programming liabilities 22,332 17,293 Related party programming liabilities 14,668 10,553 Duties and other taxes payable 12,048 9,426 Accrued staff costs (1) 20,547 24,027 Accrued interest payable 2,027 2,104 Related party accrued interest payable (including Guarantee Fees) 4,070 1,103 Income taxes payable 11,474 10,304 Other accrued liabilities 5,451 4,230 Total accounts payable and accrued liabilities $ 148,977 $ 135,650 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities [Abstract] | |
Schedule of Other Liabilities | Other current and non-current liabilities comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Current: Deferred revenue $ 28,065 $ 9,451 Legal provisions 629 635 Derivative instruments (Note 11) 1,259 — Operating lease liabilities (Note 10) 3,437 3,203 Other 198 226 Total other current liabilities $ 33,588 $ 13,515 March 31, 2020 December 31, 2019 Non-current: Deferred tax liabilities $ 20,312 $ 21,294 Derivative instruments (Note 11) 10,873 12,670 Operating lease liabilities (Note 10) 7,606 8,434 Related party Guarantee Fee payable (Note 4) 33,465 33,465 Other 4,453 4,137 Total other non-current liabilities $ 76,709 $ 80,000 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Leases | Our assets and liabilities related to our leasing arrangements comprised the following at March 31, 2020 and December 31, 2019 : March 31, 2020 December 31, 2019 Operating Leases Operating lease right-of-use-assets, gross $ 15,447 $ 15,396 Accumulated amortization (4,347 ) (3,714 ) Operating lease right-of-use-assets, net $ 11,100 $ 11,682 Other current liabilities $ 3,437 $ 3,203 Other non-current liabilities 7,606 8,434 Total operating lease liabilities $ 11,043 $ 11,637 Finance Leases Property, plant and equipment, gross $ 31,661 $ 35,875 Accumulated depreciation (14,654 ) (15,799 ) Property, plant and equipment, net $ 17,007 $ 20,076 Current portion of long-term debt and other financing arrangements $ 6,655 $ 6,836 Long-term debt and other financing arrangements 8,137 9,496 Total finance lease liabilities $ 14,792 $ 16,332 Weighted Average Remaining Lease Term in Years Operating leases 4.8 4.9 Finance leases 2.6 2.7 Weighted Average Discount Rate Operating leases 4.8 % 4.7 % Finance leases 2.0 % 2.1 % The components of lease cost for the three months ended March 31, 2020 and 2019 were as follows: For the Three Months Ended March 31, 2020 2019 Operating lease cost: Short-term operating lease cost $ 1,146 $ 1,684 Long-term operating lease cost 1,237 1,150 Total operating lease cost $ 2,383 $ 2,834 Finance lease cost: Amortization of right-of-use asset $ 1,588 $ 1,255 Interest on lease liabilities 83 107 Total finance lease cost $ 1,671 $ 1,362 |
Classification of Cash Flows Related to Leases | The classification of cash flows related to our leases for the three months ended March 31, 2020 and 2019 was as follows: For the Three Months Ended March 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,181 $ 1,321 Operating cash flows from finance leases 87 109 Financing cash flows from finance leases 2,006 1,769 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,059 $ 1,564 Finance leases 586 2,248 |
Schedule of Lease Liability Maturities | Our lease liabilities had the following maturities at March 31, 2020 : Operating Leases Finance Leases 2020 $ 3,464 $ 5,257 2021 2,503 5,658 2022 2,203 2,998 2023 1,424 1,256 2024 873 29 2025 and thereafter 1,973 — Total undiscounted payments 12,440 15,198 Less: amounts representing interest (1,397 ) (406 ) Present value of net minimum lease payments $ 11,043 $ 14,792 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Aggregate Notional Amount Maturity Date Objective Fair Value as at March 31, 2020 April 5, 2016 5 EUR 468,800 February 19, 2021 Interest rate hedge underlying 2023 Euro Loan $ (1,259 ) April 26, 2018 3 EUR 60,335 November 1, 2021 Interest rate hedge underlying 2021 Euro Loan $ (490 ) April 26, 2018 4 EUR 468,800 April 26, 2023 Interest rate hedge underlying 2023 Euro Loan, forward starting on February 19, 2021 $ (10,383 ) |
EQUITY AOCI (Tables)
EQUITY AOCI (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Class of Stock [Line Items] | |
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, 2020 and 2019 comprised the following: For the Three Months Ended March 31, 2020 2019 BALANCE, beginning of period $ (226,916 ) $ (216,650 ) Currency translation adjustment, net Balance, beginning of period $ (213,955 ) $ (207,668 ) Foreign exchange loss on intercompany loans (1) (18,074 ) (612 ) Foreign exchange loss on the Series B Preferred Shares (6,750 ) (5,106 ) Currency translation adjustments (36,399 ) (10,262 ) Balance, end of period $ (275,178 ) $ (223,648 ) Unrealized loss on derivative instruments designated as hedging instruments Balance, beginning of period $ (12,961 ) $ (8,982 ) Change in the fair value of hedging instruments (219 ) (3,702 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value of hedging instruments reclassified to interest expense 439 371 Balance, end of period $ (12,741 ) $ (12,313 ) BALANCE, end of period $ (287,919 ) $ (235,961 ) (1) Represents foreign exchange gains and losses on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Interest Expense [Abstract] | |
Schedule of Interest Expense | Interest expense comprised the following for the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, 2020 2019 Interest on long-term debt and other financing arrangements $ 5,774 $ 7,368 Amortization of capitalized debt issuance costs 821 874 Total interest expense $ 6,595 $ 8,242 |
OTHER NONOPERATING EXPENSE, N_2
OTHER NONOPERATING EXPENSE, NET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of other non-operating expense, net | Other non-operating income / expense, net comprised the following for the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, 2020 2019 Interest income $ 142 $ 152 Foreign currency exchange loss, net (6,342 ) (3,077 ) Change in fair value of derivatives — (36 ) Loss on extinguishment of debt — (151 ) Other income, net 64 15 Total other non-operating expense, net $ (6,136 ) $ (3,097 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | There was no option activity during the three months ended March 31, 2020 . The summary of stock options outstanding as at March 31, 2020 and December 31, 2019 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2019 2,011,392 $ 2.32 5.58 $ 4,436 Outstanding and Exercisable at March 31, 2020 2,011,392 $ 2.32 5.33 $ 1,620 |
Schedule of Restricted Stock Unit Activity | The following table summarizes information about unvested RSUs as at March 31, 2020 and December 31, 2019: Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2019 2,332,681 $ 3.69 Vested (695,276 ) 3.50 Unvested at March 31, 2020 1,637,405 $ 3.77 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 Income from operations $ 8,970 $ 11,751 Net loss attributable to noncontrolling interests 71 7 Less: income allocated to Series B Preferred Shares (2,671 ) (3,482 ) Net income attributable to CME Ltd. available to common shareholders — basic 6,370 8,276 Effect of dilutive securities Dilutive effect of RSUs and employee stock options 12 9 Net income attributable to CME Ltd. available to common shareholders — diluted $ 6,382 $ 8,285 Weighted average outstanding shares of common stock — basic (1) 265,036 264,199 Dilutive effect of employee stock options and RSUs 1,755 1,012 Weighted average outstanding shares of common stock — diluted 266,791 265,211 Net income per share: Attributable to CME Ltd. — basic $ 0.02 $ 0.03 Attributable to CME Ltd. — diluted 0.02 0.03 (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 rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | eighted-average equity awards and convertible shares are excluded from the calculation of diluted earnings per share if their effect would be anti-dilutive. The following instruments were anti-dilutive for the periods presented but may be dilutive in future periods: For the Three Months Ended March 31, 2020 2019 RSUs 751 1,064 Total 751 1,064 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | Net revenues: For the Three Months Ended March 31, 2020 2019 Bulgaria $ 16,955 $ 19,293 Czech Republic 49,215 50,316 Romania 39,515 38,810 Slovak Republic 22,159 21,332 Slovenia 16,734 17,850 Intersegment revenues (1) (762 ) (1,042 ) Total net revenues $ 143,816 $ 146,559 (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, 2020 2019 Bulgaria $ 4,818 $ 6,121 Czech Republic 15,950 14,947 Romania 15,064 17,533 Slovak Republic 3,945 1,729 Slovenia 4,862 4,931 Elimination (3 ) 48 Total operating segments 44,636 45,309 Corporate (7,465 ) (7,252 ) Total OIBDA 37,171 38,057 Depreciation of property, plant and equipment (7,927 ) (8,226 ) Amortization of broadcast licenses and other intangibles (2,167 ) (2,194 ) Other items (1) (880 ) — Operating income 26,197 27,637 Interest expense (Note 14) (6,595 ) (8,242 ) Other non-operating expense, net (Note 15) (6,136 ) (3,097 ) Income before tax $ 13,466 $ 16,298 |
Reconciliation of Assets from Segment to Consolidated | Total assets: (1) March 31, 2020 December 31, 2019 Bulgaria $ 137,435 $ 135,593 Czech Republic 677,616 758,479 Romania 275,166 289,968 Slovak Republic 144,963 150,806 Slovenia 81,672 92,144 Total operating segments 1,316,852 1,426,990 Corporate 94,310 20,872 Total assets $ 1,411,162 $ 1,447,862 (1) Segment assets exclude any intercompany balances. |
Segment Reporting Capital Expenditure | Capital expenditures: For the Three Months Ended March 31, 2020 2019 Bulgaria $ 548 $ 774 Czech Republic 2,026 1,687 Romania 650 417 Slovak Republic 567 202 Slovenia 979 1,219 Total operating segments 4,770 4,299 Corporate 20 66 Total capital expenditures $ 4,790 $ 4,365 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Long-lived assets: (1) March 31, 2020 December 31, 2019 Bulgaria $ 12,238 $ 13,538 Czech Republic 32,582 36,760 Romania 29,279 31,115 Slovak Republic 15,101 16,201 Slovenia 14,324 15,207 Total operating segments 103,524 112,821 Corporate 764 1,080 Total long-lived assets $ 104,288 $ 113,901 (1) |
Revenues by Type | Revenues from contracts with customers comprised the following for the three months ended March 31, 2020 and 2019 : Consolidated revenue by type: For the Three Months Ended March 31, 2020 2019 Television advertising $ 106,455 $ 111,047 Carriage fees and subscriptions 31,584 29,550 Other 5,777 5,962 Total net revenues $ 143,816 $ 146,559 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At March 31, 2020 , we had total commitments of US$ 89.9 million (December 31, 2019: US$ 103.5 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 and other commitments as follows: Programming purchase obligations Other commitments Capital expenditures 2020 $ 27,307 $ 7,858 $ 351 2021 22,052 5,842 31 2022 18,712 5,512 31 2023 12,974 5,163 — 2024 6,379 — — 2025 and thereafter 2,436 — — Total $ 89,860 $ 24,375 $ 413 |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | For the Three Months Ended March 31, 2020 2019 Cost of revenues $ 5,633 $ 4,976 Interest expense 3,782 4,754 March 31, 2020 December 31, 2019 Programming liabilities $ 14,668 $ 10,553 Other accounts payable and accrued liabilities 126 267 Accrued interest payable (1) 4,070 1,103 Other non-current liabilities (2) 33,465 33,465 (1) Amount represents accrued Guarantee Fees which are not due. See Note 4, "Long-term Debt and Other Financing Arrangements" . (2) Amount represents Guarantee Fees related to the 2023 Euro Loan for which we had previously made an election to pay in kind. |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2020channelsoperating_segment | |
Product Information [Line Items] | |
Number of operating segments | operating_segment | 5 |
Number of television channels within segment | 30 |
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 |
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 |
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 | 6 |
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 |
Slovenia | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 2 |
Slovenia | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 3 |
Broadcast Operating and License Companies | Bulgaria | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Broadcast Operating and License Companies | Czech Republic | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Broadcast Operating and License Companies | Romania | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Broadcast Operating and License Companies | Slovak Republic | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
CME Bulgaria B.V. | Bulgaria | |
Product Information [Line Items] | |
Percentage owned by Parent | 94.00% |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 11,100 | $ 11,682 | |
Operating lease liabilities | $ 11,043 | $ 11,637 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 11,900 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2019 | $ 1,130,600 |
Accumulated impairment losses, beginning balance | (462,612) |
Balance, December 31, 2019 | 667,988 |
Foreign currency | (52,389) |
Balance, March 31, 2020 | 615,599 |
Accumulated impairment losses, ending balance | (462,612) |
Gross Balance, March 31, 2020 | 1,078,211 |
Bulgaria | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2019 | 173,146 |
Accumulated impairment losses, beginning balance | (144,639) |
Balance, December 31, 2019 | 28,507 |
Foreign currency | (705) |
Balance, March 31, 2020 | 27,802 |
Accumulated impairment losses, ending balance | (144,639) |
Gross Balance, March 31, 2020 | 172,441 |
Czech Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2019 | 805,396 |
Accumulated impairment losses, beginning balance | (287,545) |
Balance, December 31, 2019 | 517,851 |
Foreign currency | (48,216) |
Balance, March 31, 2020 | 469,635 |
Accumulated impairment losses, ending balance | (287,545) |
Gross Balance, March 31, 2020 | 757,180 |
Romania | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2019 | 83,521 |
Accumulated impairment losses, beginning balance | (11,028) |
Balance, December 31, 2019 | 72,493 |
Foreign currency | (2,239) |
Balance, March 31, 2020 | 70,254 |
Accumulated impairment losses, ending balance | (11,028) |
Gross Balance, March 31, 2020 | 81,282 |
Slovak Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2019 | 49,137 |
Accumulated impairment losses, beginning balance | 0 |
Balance, December 31, 2019 | 49,137 |
Foreign currency | (1,229) |
Balance, March 31, 2020 | 47,908 |
Accumulated impairment losses, ending balance | 0 |
Gross Balance, March 31, 2020 | 47,908 |
Slovenia | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2019 | 19,400 |
Accumulated impairment losses, beginning balance | (19,400) |
Balance, December 31, 2019 | 0 |
Foreign currency | 0 |
Balance, March 31, 2020 | 0 |
Accumulated impairment losses, ending balance | (19,400) |
Gross Balance, March 31, 2020 | $ 19,400 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Gross | $ 330,479 | $ 353,602 |
Accumulated Amortization | (211,809) | (226,013) |
Net | 118,670 | 127,589 |
Trademarks | ||
Indefinite-lived intangible assets (excluding goodwill) | 81,905 | 85,484 |
Broadcast licenses | ||
Gross | 191,118 | 208,669 |
Accumulated Amortization | (157,118) | (169,239) |
Net | 34,000 | 39,430 |
Customer relationships | ||
Gross | 52,513 | 54,807 |
Accumulated Amortization | (52,028) | (54,288) |
Net | $ 485 | 519 |
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 | $ 4,943 | 4,642 |
Accumulated Amortization | (2,663) | (2,486) |
Net | $ 2,280 | $ 2,156 |
LONG-TERM DEBT AND OTHER FINA_3
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long term debt summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Document Period End Date | Mar. 31, 2020 | |
Long-term debt | $ 576,436 | $ 590,777 |
Other credit facilities and finance leases | 14,792 | 16,332 |
Total long-term debt and other financing arrangements | 591,228 | 607,109 |
Less: current maturities | (6,655) | (6,836) |
Total non-current long-term debt and other financing arrangements | $ 584,573 | $ 600,273 |
LONG-TERM DEBT AND OTHER FINA_4
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Financing transactions, narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Repayments of long-term debt | $ 0 | $ 68,928 |
2023 Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 75,000 |
LONG-TERM DEBT AND OTHER FINA_5
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt and credit facilities, overview (Details) $ in Thousands, € in Millions | 3 Months Ended | |||
Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | ||
Debt Instrument [Line Items] | ||||
Document Period End Date | Mar. 31, 2020 | |||
Overview [Abstract] | ||||
Debt Issuance Costs, Noncurrent, Net | $ (6,560) | $ (7,277) | ||
Senior Notes | 576,436 | 590,777 | ||
Long term debt overview [Abstract] | ||||
Long-term Debt, Fair Value | 517,589 | 597,423 | ||
2021 Euro Loan [Member] | ||||
Overview [Abstract] | ||||
Debt Instrument, Face Amount | 66,103 | € 60.3 | ||
Debt Issuance Costs, Noncurrent, Net | [1] | (82) | ||
Senior Notes | 66,021 | 67,683 | ||
Long term debt overview [Abstract] | ||||
Long-term Debt, Fair Value | 61,824 | 68,120 | ||
2023 Euro Loan [Member] | ||||
Overview [Abstract] | ||||
Debt Instrument, Face Amount | 513,600 | € 468.8 | ||
Debt Issuance Costs, Noncurrent, Net | [1] | (3,202) | ||
Senior Notes | 510,415 | 523,094 | ||
Long term debt overview [Abstract] | ||||
Long-term Debt, Fair Value | 455,765 | $ 529,303 | ||
2023 Revolving Credit Facility [Member] | ||||
Overview [Abstract] | ||||
Debt Issuance Costs, Noncurrent, Net | [1] | 0 | ||
Long-term Line of Credit, Noncurrent | 0 | |||
Senior Debt and Credit Facilities [Member] | ||||
Overview [Abstract] | ||||
Debt Instrument, Face Amount | 579,720 | |||
Debt Issuance Costs, Noncurrent, Net | [1] | (3,284) | ||
Senior Notes | $ 576,436 | |||
[1] | (1) |
LONG-TERM DEBT AND OTHER FINA_6
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt and credit facilities, narrative (Details) $ in Thousands, € in Millions | 3 Months Ended | |||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020EUR (€) | ||
Debt Instrument [Line Items] | ||||
Repayments of Long-term Debt | $ 0 | $ 68,928 | ||
Debt Instrument, Basis Spread on Variable Rate | 1.45% | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.10% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | |||
2021 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 66,103 | € 60.3 | ||
Debt Instrument, Interest Rate, All-In Rate | [1] | 3.25% | 3.25% | |
2023 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 513,600 | € 468.8 | ||
Debt Instrument, Interest Rate, All-In Rate | [2] | 3.50% | 3.50% | |
CME NV and CME BV [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | ||
CME BV | ||||
Debt Instrument [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | ||
[1] | Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2021 Euro Loan 1.28 % 0.47 % 1.50 % 3.25 % 2023 Euro Loan 1.28 % 0.28 % (1) 1.94 % 3.50 % 2023 Revolving Credit Facility (if drawn) 4.70 % (2) — % — % 4.70 % | |||
[2] | Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.50% if our net leverage ratio remains unchanged. |
LONG-TERM DEBT AND OTHER FINA_7
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Maturities of long-term debt and credit facilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
2019 | $ 0 | ||
2020 | 66,103 | ||
2021 | 0 | ||
2022 | 513,617 | ||
2023 | 0 | ||
2025 and thereafter | 0 | ||
Total long-term debt and credit facilities | 579,720 | ||
Debt Issuance Costs, Noncurrent, Net | 6,560 | $ 7,277 | |
Carrying amount of long-term debt and credit facilities | 576,436 | ||
Senior Debt and Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Noncurrent, Net | [1] | $ 3,284 | |
[1] | (1) |
LONG-TERM DEBT AND OTHER FINA_8
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Leverage summary (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | ||
2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | [1] | 1.94% | |
Euro Loans [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 2.2 | 2.4 | |
2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | [2] | 1.50% | |
Net Leverage Greater Than 7.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 6.50% | ||
Net Leverage Greater Than 7.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 7 | ||
Net Leverage Greater Than 7.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 6.00% | ||
Net Leverage 7.0x - 6.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 5.50% | ||
Net Leverage 7.0x - 6.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 6 | ||
Net Leverage 7.0x - 6.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 7 | ||
Net Leverage 7.0x - 6.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 5.00% | ||
Net Leverage 6.0x - 5.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.75% | ||
Net Leverage 6.0x - 5.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 5 | ||
Net Leverage 6.0x - 5.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 6 | ||
Net Leverage 6.0x - 5.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.25% | ||
Net Leverage 5.0x - 4.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.25% | ||
Net Leverage 5.0x - 4.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 4 | ||
Net Leverage 5.0x - 4.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 5 | ||
Net Leverage 5.0x - 4.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.75% | ||
Net Leverage 4.0x - 3.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.75% | ||
Net Leverage 4.0x - 3.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 3 | ||
Net Leverage 4.0x - 3.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 4 | ||
Net Leverage 4.0x - 3.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.25% | ||
Net Leverage Less Than 3.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.50% | ||
Net Leverage Less Than 3.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 3 | ||
Net Leverage Less Than 3.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.25% | ||
[1] | Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.50% if our net leverage ratio remains unchanged. | ||
[2] | Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2021 Euro Loan 1.28 % 0.47 % 1.50 % 3.25 % 2023 Euro Loan 1.28 % 0.28 % (1) 1.94 % 3.50 % 2023 Revolving Credit Facility (if drawn) 4.70 % (2) — % — % 4.70 % |
LONG-TERM DEBT AND OTHER FINA_9
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Leverage narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||
Interest on long-term debt and other financing arrangements | $ 5,774 | $ 7,368 | |
Euro Loans [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 2.2 | 2.4 | |
Guarantee Fee [Member] | |||
Debt Instrument [Line Items] | |||
Interest on long-term debt and other financing arrangements | $ 2,800 | $ 3,700 |
LONG-TERM DEBT AND OTHER FIN_10
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Interest rate summary (Details) | 3 Months Ended | ||
Mar. 31, 2020 | Feb. 21, 2021 | ||
Debt Instrument [Line Items] | |||
Document Period End Date | Mar. 31, 2020 | ||
Debt Instrument, Basis Spread on Variable Rate | 1.45% | ||
2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.28% | ||
Derivative, Average Fixed Interest Rate | [1] | 0.47% | |
Debt Instrument, Guarantee Fee, Stated Percentage | [1] | 1.50% | |
Debt Instrument, Interest Rate, All-In Rate | [1] | 3.25% | |
2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.28% | ||
Derivative, Average Fixed Interest Rate | [2] | 0.28% | |
Debt Instrument, Guarantee Fee, Stated Percentage | [2] | 1.94% | |
Debt Instrument, Interest Rate, All-In Rate | [2] | 3.50% | |
2023 Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 4.70% | |
Debt Instrument, Interest Rate, All-In Rate | [3] | 4.70% | |
Forecast [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Derivative, Average Fixed Interest Rate | [2] | 0.97% | |
[1] | Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2021 Euro Loan 1.28 % 0.47 % 1.50 % 3.25 % 2023 Euro Loan 1.28 % 0.28 % (1) 1.94 % 3.50 % 2023 Revolving Credit Facility (if drawn) 4.70 % (2) — % — % 4.70 % | ||
[2] | Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.50% if our net leverage ratio remains unchanged. | ||
[3] | Based on the three-month LIBOR of 1.45% as at March 31, 2020 . |
LONG-TERM DEBT AND OTHER FIN_11
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS 2023 revolving credit facility, leverage overview (Details) - 2023 Revolving Credit Facility [Member] | 3 Months Ended |
Mar. 31, 2020 | |
Net Leverage Greater Than 7.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 7 |
Net Leverage Greater Than 7.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 5.25% |
Net Leverage Greater Than 7.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 6.25% |
Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 7 |
Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 6 |
Net Leverage 7.0x - 6.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 4.25% |
Net Leverage 7.0x - 6.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 5.25% |
Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 6 |
Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 5 |
Net Leverage 6.0x - 5.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.50% |
Net Leverage 6.0x - 5.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 4.50% |
Net Leverage 5.0x - 4.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 5 |
Net Leverage 5.0x - 4.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 4 |
Net Leverage 5.0x - 4.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.00% |
Net Leverage 5.0x - 4.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 4.00% |
Net Leverage 4.0x - 3.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 4 |
Net Leverage 4.0x - 3.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 3 |
Net Leverage 4.0x - 3.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 2.50% |
Net Leverage 4.0x - 3.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.50% |
Net Leverage Less Than 3.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 3 |
Net Leverage Less Than 3.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 2.25% |
Net Leverage Less Than 3.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.25% |
LONG-TERM DEBT AND OTHER FIN_12
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS 2023 revolving credit facility, narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
2023 Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit, Noncurrent | $ 0 | |
Line of credit facility, maximum borrowing capacity | $ 75,000 | |
2023 Revolving Credit Facility [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 1.00% | |
CME NV and CME BV [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Shares Pledged, Percentage | 100.00% | |
CME NV and CME BV [Member] | 2023 Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Shares Pledged, Percentage | 100.00% |
LONG-TERM DEBT AND OTHER FIN_13
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Other credit facilities and capital lease obligations composition (Details) $ in Thousands, Kč in Millions | 3 Months Ended | ||
Mar. 31, 2020CZK (Kč) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Capital Leased Assets [Line Items] | |||
Total credit facilities and finance leases | $ 14,792 | $ 16,332 | |
Debt Instrument, Basis Spread on Variable Rate | 1.45% | ||
BMG Bank Mendes Gans [Member] | |||
Capital Leased Assets [Line Items] | |||
Credit facilities | 0 | ||
Line Of Credit Facility Cash Pooling Arrangement Deposit | 51,400 | $ 11,600 | |
Ceska Sporitelna [Member] | |||
Capital Leased Assets [Line Items] | |||
Receivables Subject to a Factoring Agreement, Recourse or Non-Recourse Basis | Kč 475 | $ 19,000 | |
Factoring Fee, Percentage | 0.19% | ||
Debt Instrument, Basis Spread on Variable Rate | 0.95% | ||
KB [Member] | |||
Capital Leased Assets [Line Items] | |||
Factoring Fee, Percentage | 0.11% | ||
Debt Instrument, Basis Spread on Variable Rate | 0.95% |
PROGRAM RIGHTS (Details)
PROGRAM RIGHTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Amortization of program rights and other content costs | $ 65,032 | $ 70,360 | |
Interest on long-term debt and other financing arrangements | 5,774 | 7,368 | |
Amortization of Debt Issuance Costs | 821 | 874 | |
Content costs | $ 65,032 | 70,360 | |
Document Period End Date | Mar. 31, 2020 | ||
Less: current portion of acquired program rights | $ 0 | $ (75,909) | |
Total non-current acquired program rights and produced program rights | 234,069 | 166,237 | |
Entertainment, License Agreement for Program Material, Expected Amortization, Year One | 67,500 | ||
Entertainment, License Agreement for Program Material, Expected Amortization, Year Two | 42,800 | ||
Entertainment, License Agreement for Program Material, Expected Amortization, Year Three | 12,900 | ||
Television programs, completed and not released | 126,000 | ||
Film, Monetized in Film Group, Released Film, Expected Amortization, Year One | 11,900 | ||
Film, Monetized in Film Group, Released Film, Expected Amortization, Year Two | 10,900 | ||
Film, Monetized in Film Group, Released Film, Expected Amortization, Year Three | 9,100 | ||
Television programs, released, net of amortization | 68,500 | ||
Expected amortization expense of unreleased costs in the next year | 5,700 | ||
Film, Monetized in Film Group, Capitalized Cost, Completed and Not Released | 8,000 | ||
Feature Films [Member] | |||
Feature film costs, released, net of amortization | 430 | 504 | |
Television Programs [Member] | |||
Television programs, in production | 31,161 | 32,248 | |
Television programs, development and pre-production | 378 | 274 | |
Direct-to-television Film Costs, Released | 68,072 | 69,707 | |
Direct-to-television Film Costs, Completed and Not Released | 8,032 | 4,061 | |
Acquired Program Rights [Member] | |||
Amortization of program rights and other content costs | 24,752 | 26,512 | |
Program Rights Net | 125,996 | 135,352 | |
Less: current portion of acquired program rights | 0 | (75,909) | |
Program rights net noncurrent | 125,996 | 59,443 | |
Film And Television [Member] | |||
Amortization of program rights and other content costs | 39,074 | 42,264 | |
Program rights net noncurrent | 108,073 | $ 106,794 | |
Other content costs [Member] | |||
Amortization of program rights and other content costs | $ 1,206 | $ 1,584 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Less: allowance for bad debts and credit notes | $ (8,781) | $ (8,548) |
Total accounts receivable | $ 140,179 | $ 188,618 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current: | ||
Prepaid acquired programming | $ 21,576 | $ 27,237 |
Other prepaid expenses | 14,090 | 12,775 |
VAT recoverable | 1,043 | 7,775 |
Other | 207 | 1,045 |
Total other current assets | 36,916 | 48,832 |
Non-current: | ||
Capitalized debt costs | 6,560 | 7,277 |
Deferred tax | 2,552 | 2,261 |
Operating lease right-of-use assets | 11,100 | 11,682 |
Other | 906 | 947 |
Total other non-current assets | $ 21,118 | $ 22,167 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | ||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 403,770 | $ 424,387 | ||||
Less: accumulated depreciation | (299,482) | (310,486) | ||||
Total net book value | 104,288 | [1] | 113,901 | [1] | $ 110,347 | $ 117,604 |
Assets held under capital leases (included in the above) | 31,661 | 35,875 | ||||
Less: accumulated depreciation | (14,654) | (15,799) | ||||
Total net book value | 17,007 | 20,076 | ||||
Land and buildings | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 94,874 | 100,502 | ||||
Assets held under capital leases (included in the above) | 0 | 3,914 | ||||
Machinery, fixtures and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 204,762 | 212,810 | ||||
Assets held under capital leases (included in the above) | 31,661 | 31,961 | ||||
Other equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 33,984 | 36,007 | ||||
Software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 66,475 | 70,294 | ||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 3,675 | $ 4,774 | ||||
[1] | (1) |
PROPERTY, PLANT AND EQUIPMENT R
PROPERTY, PLANT AND EQUIPMENT Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | |||
Movement in Property, Plant and Equipment [Roll Forward] | ||||
Opening balance | $ 113,901 | [1] | $ 117,604 | |
Additions (1) | [2] | 3,840 | 3,923 | |
Disposals | (26) | 0 | ||
Depreciation | (7,927) | (8,226) | ||
Foreign currency movements | 5,500 | 2,954 | ||
Ending balance | $ 104,288 | [1] | $ 110,347 | |
[1] | (1) | |||
[2] | (1) |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 56,234 | $ 56,343 |
Related party accounts payable | 126 | 267 |
Programming liabilities | 22,332 | 17,293 |
Related party programming liabilities | 14,668 | 10,553 |
Duties and other taxes payable | 12,048 | 9,426 |
Accrued staff costs | 20,547 | 24,027 |
Accrued interest payable | 2,027 | 2,104 |
Related party accrued interest payable (including Guarantee Fees) | 4,070 | 1,103 |
Income taxes payable | 11,474 | 10,304 |
Other accrued liabilities | 5,451 | 4,230 |
Total accounts payable and accrued liabilities | $ 148,977 | $ 135,650 |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Current: | |||
Deferred revenue | $ 28,065 | $ 9,451 | |
Legal provisions | 629 | 635 | |
Derivative instruments | 1,259 | 0 | |
Operating lease liability | 3,437 | 3,203 | |
Other | 198 | 226 | |
Total other current liabilities | 33,588 | 13,515 | |
Non-current: | |||
Deferred tax liabilities | 20,312 | 21,294 | |
Derivative instruments | 10,873 | 12,670 | |
Operating lease liability | 7,606 | 8,434 | |
Related party Guarantee Fee payable (Note 4) | 33,465 | 33,465 | |
Other | 4,453 | 4,137 | |
Total other non-current liabilities | 76,709 | $ 80,000 | |
Deferred Revenue, Revenue Recognized | $ 3,400 | $ 2,800 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Document Period End Date | Mar. 31, 2020 | |
Short-term operating lease cost | $ 1,146 | $ 1,684 |
Long-term operating lease cost | 1,237 | 1,150 |
Total operating lease cost | 2,383 | 2,834 |
Amortization of right-of-use asset | 1,588 | 1,255 |
Interest on lease liabilities | 83 | 107 |
Total finance lease cost | $ 1,671 | $ 1,362 |
LEASES - Classification of Cash
LEASES - Classification of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,181 | $ 1,321 |
Operating cash flows from finance leases | 87 | 109 |
Financing cash flows from finance leases | 2,006 | 1,769 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 1,059 | 1,564 |
Finance leases | $ 586 | $ 2,248 |
LEASES - Current and Non-curren
LEASES - Current and Non-current Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |||
Lessor, Lease, Description [Line Items] | ||||||
Document Period End Date | Mar. 31, 2020 | |||||
Operating Leases | ||||||
Operating lease right-of-use-assets, gross | $ 15,447 | $ 15,396 | ||||
Accumulated amortization | (4,347) | (3,714) | ||||
Operating lease right-of-use-assets, net | 11,100 | 11,682 | ||||
Other current liabilities | 3,437 | 3,203 | ||||
Other non-current liabilities | 7,606 | 8,434 | ||||
Total operating lease liabilities | 11,043 | 11,637 | ||||
Finance leases: | ||||||
Total cost | 403,770 | 424,387 | ||||
Less: accumulated depreciation | (299,482) | (310,486) | ||||
Total net book value | 104,288 | [1] | 113,901 | [1] | $ 110,347 | $ 117,604 |
Current portion of long-term debt and other financing arrangements | 6,655 | 6,836 | ||||
Long-term debt and other financing arrangements | 8,137 | 9,496 | ||||
Total finance lease liabilities | $ 14,792 | $ 16,332 | ||||
Operating leases | 4.80% | 4.70% | ||||
Finance leases | 2.00% | 2.10% | ||||
Operating Lease, Weighted Average Remaining Lease Term | 4 years 9 months 18 days | 4 years 10 months 24 days | ||||
Finance Lease, Weighted Average Remaining Lease Term | 2 years 7 months 6 days | 2 years 8 months 12 days | ||||
Right-Of-Use Assets Under Finance Lease | ||||||
Finance leases: | ||||||
Total cost | $ 31,661 | $ 35,875 | ||||
Less: accumulated depreciation | (14,654) | (15,799) | ||||
Total net book value | $ 17,007 | $ 20,076 | ||||
[1] | (1) |
LEASES - Lease Liability Maturi
LEASES - Lease Liability Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2019 | $ 3,464 | |
2020 | 2,503 | |
2021 | 2,203 | |
2022 | 1,424 | |
2023 | 873 | |
2025 and thereafter | 1,973 | |
Total undiscounted payments | 12,440 | |
Less: amounts representing interest | (1,397) | |
Present value of net minimum lease payments | 11,043 | $ 11,637 |
Finance Leases | ||
2019 | 5,257 | |
2020 | 5,658 | |
2021 | 2,998 | |
2022 | 1,256 | |
2023 | 29 | |
2025 and thereafter | 0 | |
Total undiscounted payments | 15,198 | |
Less: amounts representing interest | (406) | |
Present value of net minimum lease payments | $ 14,792 | $ 16,332 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Hedge Accounting Activities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
2023 Euro Loan [Member] | Interest Rate Swap, Apr 26, 2018, 468.8m EUR [Member] | |
Derivative [Line Items] | |
Number of Contracts | 4 |
Aggregate Notional Amount | $ 468,800 |
Fair Value as at March 31, 2020 | $ (10,383) |
2023 Euro Loan [Member] | Interest Rate Swap, Apr 5, 2016, 468.8m EUR [Member] | |
Derivative [Line Items] | |
Number of Contracts | 5 |
Aggregate Notional Amount | $ 468,800 |
Fair Value as at March 31, 2020 | $ (1,259) |
2021 Euro Loan [Member] | Interest Rate Swap, Apr 26, 2018, 210.335m EUR [Member] | |
Derivative [Line Items] | |
Number of Contracts | 3 |
Aggregate Notional Amount | $ 60,335 |
Fair Value as at March 31, 2020 | $ (490) |
CONVERTIBLE REDEEMABLE PREFER_2
CONVERTIBLE REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 25, 2013 |
Temporary Equity [Line Items] | |||
Temporary equity | $ 269,370 | $ 269,370 | |
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 | 111,100,000 | ||
Sale of stock, price per share | $ 1,000 | ||
Preferred stock, conversion price | $ 2.42 |
EQUITY (Details)
EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | 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 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 291,290 | $ 222,602 | $ 342,218 | $ 229,321 | |
Stock-based compensation | 939 | 1,003 | |||
Share issuance, stock-based compensation | 0 | 0 | |||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 8 | 299 | |||
Net income / (loss) | 8,970 | 11,751 | |||
Unrealized gain / (loss) on derivative instruments (Note 13) | 220 | (3,331) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (61,049) | (15,843) | |||
Currency translation adjustment | $ (61,049) | $ (15,843) | |||
T W Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Ownership percentage, related party | 63.80% | ||||
Common stock, shares outstanding | 100,900,000 | ||||
Time Warner [Member] | |||||
Class of Stock [Line Items] | |||||
Ownership percentage, related party | 44.10% | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 1 | 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 | 111,100,000 | ||||
Class A Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 440,000,000 | 440,000,000 | |||
Common stock, shares issued | 254,300,000 | 253,600,000 | |||
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] | |||||
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% | ||||
Preferred Stock [Member] | Preferred Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 1 | 1 | 1 | 1 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 0 | $ 0 | $ 0 | $ 0 | |
Common Stock [Member] | Class A Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding | 254,298,255 | 253,279,975 | 253,607,026 | 252,853,554 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 20,343 | $ 20,262 | $ 20,288 | $ 20,228 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 691,229 | 426,421 | |||
Share issuance, stock-based compensation | $ (55) | $ (34) | |||
Common Stock [Member] | Class B Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding | 0 | 0 | 0 | 0 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 0 | $ 0 | $ 0 | $ 0 | |
Additional Paid-In Capital [Member] | |||||
Class of Stock [Line Items] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,008,151 | 2,004,188 | 2,007,275 | 2,003,518 | |
Stock-based compensation | 939 | 1,003 | |||
Share issuance, stock-based compensation | (55) | (34) | |||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | 8 | 299 | |||
Retained Earnings [Member] | |||||
Class of Stock [Line Items] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1,449,901) | (1,566,318) | (1,458,942) | (1,578,076) | |
Net income / (loss) | 9,041 | 11,758 | |||
Accumulated Other Comprehensive Income [Member] | |||||
Class of Stock [Line Items] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (287,919) | (235,961) | (226,916) | (216,650) | |
Unrealized gain / (loss) on derivative instruments (Note 13) | 220 | (3,331) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (61,223) | (15,980) | |||
Noncontrolling Interest [Member] | |||||
Class of Stock [Line Items] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 616 | 431 | $ 513 | $ 301 | |
Net income / (loss) | (71) | (7) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ 174 | $ 137 |
EQUITY AOCI (Details)
EQUITY AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (287,919) | $ (235,961) | $ (226,916) | $ (216,650) |
Translation Adjustment Functional to Reporting Currency, Net of Tax | (275,178) | (223,648) | (213,955) | (207,668) |
Unrealized loss on derivative instruments (Note 12) | (220) | 3,331 | ||
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 | (18,074) | (612) | ||
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 | (6,750) | (5,106) | ||
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 | (36,399) | (10,262) | ||
Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (12,741) | (12,313) | $ (12,961) | $ (8,982) |
Unrealized loss on derivative instruments (Note 12) | (219) | (3,702) | ||
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 | $ 439 | $ 371 |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest on long-term debt and other financing arrangements | $ 5,774 | $ 7,368 |
Amortization of capitalized debt issuance costs | (821) | (874) |
Total interest expense | 6,595 | 8,242 |
Cash paid for interest (including Guarantee Fees) | $ 2,547 | $ 3,093 |
Document Period End Date | Mar. 31, 2020 |
OTHER NONOPERATING EXPENSE, N_3
OTHER NONOPERATING EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 142 | $ 152 |
Foreign currency exchange loss, net | (6,342) | (3,077) |
Change in fair value of derivatives | 0 | (36) |
Loss on extinguishment of debt | 0 | (151) |
Other income, net | 64 | 15 |
Total other non-operating expense, net | $ (6,136) | $ (3,097) |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Document Period End Date | Mar. 31, 2020 | |
Stock-based compensation (Note 16) | $ 939 | $ 1,003 |
Amended and Restated Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 16,000,000 |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
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, 2019 | 2,011,392 | |
Outstanding at March 31, 2020 | 2,011,392 | |
Outstanding and Exercisable at March 31, 2020 | 2,011,392 | |
Weighted-Average Exercise Price: | ||
Outstanding at December 31, 2019 | $ 2.32 | |
Outstanding at March 31, 2020 | $ 2.32 | |
Outstanding and Exercisable at March 31, 2020 | $ 2.32 | |
Options outstanding, weighted average remaining contractual term | 5 years 6 months 29 days | |
Exercisable, weighted average remaining contractual term | 5 years 3 months 29 days | |
Options outstanding, aggregate intrinsic value | $ 4,436 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 1,620 | |
RSUs | ||
Weighted-Average Exercise Price: | ||
Unrecognized compensation expense | $ 5,000 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 11 months 19 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, 2020USD ($)$ / 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, 2019 | 2,332,681 |
Vested | (695,276) |
Unvested at March 31, 2020 | 1,637,405 |
Weighted-Average Grant Date Fair Value: | |
Unvested at December 31, 2019 | $ / shares | $ 3.69 |
Vested | $ / shares | 3.50 |
Unvested at March 31, 2020 | $ / shares | $ 3.77 |
Intrinsic value of unvested RSUs | $ | $ 5.1 |
Unrecognized compensation expense | $ | $ 5 |
Weighted average period for recognition | 1 year 11 months 19 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 |
STOCK-BASED COMPENSATION Rest_2
STOCK-BASED COMPENSATION Restricted Stock Units with Performance Conditions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation (Note 16) | $ 939 | $ 1,003 |
Document Period End Date | Mar. 31, 2020 | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 200 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 1,600 | |
Unrecognized compensation expense | $ 1,400 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 12 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested at December 31, 2019 | 501,572 | |
Weighted-Average Grant Date Fair Value: | ||
Unvested at March 31, 2020 | $ 3.19 | |
Maximum [Member] | ||
Weighted-Average Grant Date Fair Value: | ||
Maximum achievement | 200.00% |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Net loss attributable to noncontrolling interests | $ 71 | $ 7 | |
Less: income allocated to Series B Preferred Shares | 2,671 | 3,482 | |
Net income attributable to CME Ltd. available to common shareholders — basic | 6,370 | 8,276 | |
Net income attributable to CME Ltd. available to common shareholders — diluted | $ 6,382 | $ 8,285 | |
Weighted average outstanding shares of common stock - basic (in shares) | [1] | 265,036,000 | 264,199,000 |
Dilutive effect of common stock warrants, employee stock options and RSUs (in shares) | 1,755,000 | 1,012,000 | |
Weighted average outstanding shares of common stock - diluted (in shares) | 266,791,000 | 265,211,000 | |
Net income per share: | |||
Attributable to CME Ltd. — basic | $ 0.02 | $ 0.03 | |
Attributable to CME Ltd. — diluted | $ 0.02 | $ 0.03 | |
Series B Preferred Shares | |||
Dilutive effect of RSUs and employee stock options | $ (12) | $ (9) | |
Common Class A [Member] | T W Investor [Member] | |||
Net income 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 rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. |
EARNINGS PER SHARE Antidilutive
EARNINGS PER SHARE Antidilutive instruments (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 751 | 1,064 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 751 | 1,064 |
SEGMENT DATA Net Revenue and OI
SEGMENT DATA Net Revenue and OIBDA (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)operating_segment | Mar. 31, 2019USD ($) | ||
Segment Reporting Information [Line Items] | |||
Number of operating segments | operating_segment | 5 | ||
Net revenues | $ 143,816 | $ 146,559 | |
OIBDA | 37,171 | 38,057 | |
Depreciation | (7,927) | (8,226) | |
Amortization of broadcast licenses and other intangibles | (2,167) | (2,194) | |
Other Items | (880) | 0 | |
Operating income | 26,197 | 27,637 | |
Interest expense | (6,595) | (8,242) | |
Other non-operating expense, net | (6,136) | (3,097) | |
Income / (loss) before tax | 13,466 | 16,298 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 143,816 | 146,559 | |
OIBDA | 44,636 | 45,309 | |
Operating Segments | Bulgaria | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 16,955 | 19,293 | |
OIBDA | 4,818 | 6,121 | |
Operating Segments | Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 49,215 | 50,316 | |
OIBDA | 15,950 | 14,947 | |
Operating Segments | Romania | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 39,515 | 38,810 | |
OIBDA | 15,064 | 17,533 | |
Operating Segments | Slovak Republic | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 22,159 | 21,332 | |
OIBDA | 3,945 | 1,729 | |
Operating Segments | Slovenia | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 16,734 | 17,850 | |
OIBDA | 4,862 | 4,931 | |
Elimination | |||
Segment Reporting Information [Line Items] | |||
Net revenues | [1] | (762) | (1,042) |
OIBDA | (3) | 48 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
OIBDA | $ (7,465) | $ (7,252) | |
[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, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 1,411,162 | $ 1,447,862 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | [1] | 1,316,852 | 1,426,990 |
Operating Segments | Bulgaria | |||
Segment Reporting Information [Line Items] | |||
Assets | 137,435 | 135,593 | |
Operating Segments | Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 677,616 | 758,479 | |
Operating Segments | Romania | |||
Segment Reporting Information [Line Items] | |||
Assets | 275,166 | 289,968 | |
Operating Segments | Slovak Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 144,963 | 150,806 | |
Operating Segments | Slovenia | |||
Segment Reporting Information [Line Items] | |||
Assets | 81,672 | 92,144 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 94,310 | $ 20,872 | |
[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, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 4,790 | $ 4,365 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 20 | 66 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 4,770 | 4,299 |
Operating Segments | Bulgaria | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 548 | 774 |
Operating Segments | Czech Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 2,026 | 1,687 |
Operating Segments | Romania | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 650 | 417 |
Operating Segments | Slovak Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 567 | 202 |
Operating Segments | Slovenia | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 979 | $ 1,219 |
SEGMENT DATA Long Lived Assets
SEGMENT DATA Long Lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 104,288 | [1] | $ 113,901 | [1] | $ 110,347 | $ 117,604 | |
Operating Segments | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 103,524 | 112,821 | ||||
Operating Segments | Bulgaria | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 12,238 | 13,538 | |||||
Operating Segments | Czech Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 32,582 | 36,760 | |||||
Operating Segments | Romania | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 29,279 | 31,115 | |||||
Operating Segments | Slovak Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 15,101 | 16,201 | |||||
Operating Segments | Slovenia | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 14,324 | 15,207 | |||||
Corporate | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 764 | $ 1,080 | |||||
[1] | (1) |
SEGMENT DATA Revenue by Type (D
SEGMENT DATA Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 143,816 | $ 146,559 |
Television advertising [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 106,455 | 111,047 |
Carriage fees and subscriptions [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 31,584 | 29,550 |
Other revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 5,777 | $ 5,962 |
COMMITMENTS AND CONTINGENCIES P
COMMITMENTS AND CONTINGENCIES Programming Rights Agreements and Other Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Long-term Purchase Commitment [Line Items] | ||
Document Period End Date | Mar. 31, 2020 | |
Programming purchase obligations | ||
Long-term Purchase Commitment [Line Items] | ||
2018 | $ 27,307 | |
2019 | 22,052 | |
2020 | 18,712 | |
2021 | 12,974 | |
2022 | 6,379 | |
2025 and thereafter | 2,436 | |
Total | 89,860 | $ 103,500 |
Other commitments | ||
Long-term Purchase Commitment [Line Items] | ||
2018 | 7,858 | |
2019 | 5,842 | |
2020 | 5,512 | |
2021 | 5,163 | |
2022 | 0 | |
2025 and thereafter | 0 | |
Total | 24,375 | |
Capital expenditures | ||
Long-term Purchase Commitment [Line Items] | ||
2018 | 351 | |
2019 | 31 | |
2020 | 31 | |
2021 | 0 | |
2022 | 0 | |
2025 and thereafter | 0 | |
Total | $ 413 |
COMMITMENTS AND CONTINGENCIES O
COMMITMENTS AND CONTINGENCIES Other (Details) € in Millions | 3 Months Ended | |
Mar. 31, 2020EUR (€) | Jun. 01, 2016 | |
Document Period End Date | Mar. 31, 2020 | |
Slovak Republic | ||
Loss Contingency, Pending Claims, Number | 4 | |
Loss Contingency, Estimate of Possible Loss | € 69 | |
Loss Contingency, Claims Dismissed, Value | € 26.2 | |
PN Third Case and PN Fourth Case [Domain] | Slovak Republic | ||
Loss Contingency, Pending Claims, Number | 1 | |
PN First Case [Domain] | Slovak Republic | ||
Loss Contingency, Pending Claims, Number | 2 | |
Loss Contingency, Estimate of Possible Loss | € 8.3 | |
PN First Case and PN Second Case [Domain] | Slovak Republic | ||
Loss Contingency, Pending Claims, Number | 2 | |
PN Second Case [Domain] | Slovak Republic | ||
Loss Contingency, Estimate of Possible Loss | € 8.3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | ||||
Programming liabilities | $ 14,668 | $ 10,553 | ||
Other accounts payable and accrued liabilities | 126 | 267 | ||
Accrued interest payable | 4,070 | 1,103 | ||
Other non-current liabilities | $ 76,709 | 80,000 | ||
AT&T [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage, related party | 44.10% | |||
Purchases of programming | $ 5,633 | $ 4,976 | ||
Interest expense | 3,782 | $ 4,754 | ||
Programming liabilities | 14,668 | 10,553 | ||
Accrued interest payable | [1] | 4,070 | 1,103 | |
Other non-current liabilities | [2] | 33,465 | 33,465 | |
Accounts Payable [Member] | AT&T [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other accounts payable and accrued liabilities | $ 126 | $ 267 | ||
[1] | (1) Amount represents accrued Guarantee Fees which are not due. See Note 4, "Long-term Debt and Other Financing Arrangements" . | |||
[2] | (2) Amount represents Guarantee Fees related to the 2023 Euro Loan for which we had previously made an election to pay in kind. |