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EXHIBIT 99.2
CET 21 spol. s r.o.
Unaudited condensed consolidated balance sheets
(US$ 000's)
| | | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
ASSETS | | | | | | | |
Current assets | | | | | | | |
| Cash and cash equivalents | | $ | 22,954 | | $ | 24,873 | |
| Accounts receivable, net (Note 5) | | | 69,818 | | | 75,918 | |
| Program rights, net | | | 29,224 | | | 29,382 | |
| Prepaid programming | | | 21,300 | | | 31,567 | |
| Other current assets (Note 6) | | | 16,990 | | | 21,316 | |
| | | |
Total current assets | | | 160,286 | | | 183,056 | |
Non-current assets | | | | | | | |
| Property, plant and equipment, net (Note 7) | | | 84,555 | | | 103,528 | |
| Program rights, net | | | 101,163 | | | 101,366 | |
| Goodwill (Note 3) | | | 876,075 | | | 1,001,941 | |
| Broadcast licenses and other intangible assets, net (Note 3) | | | 202,272 | | | 241,065 | |
| Other non-current assets (Note 6) | | | 2,674 | | | 6,004 | |
| | | |
Total non-current assets | | | 1,266,739 | | | 1,452,904 | |
| | | |
Total assets | | $ | 1,427,025 | | $ | 1,635,960 | |
| | | |
LIABILITIES AND EQUITY | | | | | | | |
Current liabilities | | | | | | | |
| Accounts payable and accrued liabilities (Note 8) | | $ | 69,566 | | $ | 78,972 | |
| Current portion of Long-term debt—third parties (Note 4) | | | 40,101 | | | 78,942 | |
| Other current liabilities (Note 9) | | | 14,208 | | | 7,054 | |
| | | |
Total current liabilities | | | 123,875 | | | 164,968 | |
Non-current liabilities | | | | | | | |
| Long-term debt—related parties (Note 4) | | | 411,129 | | | 555,896 | |
| Long-term debt—third parties (Note 4) | | | 93,570 | | | — | |
| Other non-current liabilities (Note 9) | | | 43,617 | | | 48,924 | |
| | | |
Total non-current liabilities | | | 548,316 | | | 604,820 | |
Commitments and contingencies (Note 12) | | | | | | | |
EQUITY | | | | | | | |
Share capital | | | 22 | | | 22 | |
Additional paid in capital | | | 529,684 | | | 529,699 | |
Retained earnings | | | 139,631 | | | 140,141 | |
Accumulated other comprehensive income | | | 85,497 | | | 196,310 | |
| | | |
Total equity | | | 754,834 | | | 866,172 | |
| | | |
Total liabilities and equity | | $ | 1,427,025 | | $ | 1,635,960 | |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
CET 21 spol. s r.o.
Unaudited condensed consolidated statements of operations
and comprehensive income
(US$ 000's)
| | | | | | | | |
| |
| | For the six months ended June 30, | |
---|
| | 2010
| | 2009
| |
---|
| |
Net revenues | | $ | 170,466 | | $ | 175,768 | |
Operating expenses | | | | | | | |
| Operating costs | | | 25,486 | | | 23,383 | |
| Cost of programming | | | 74,507 | | | 64,790 | |
| Depreciation of property, plant and equipment | | | 11,571 | | | 11,230 | |
| Amortization of broadcast licenses and other intangibles (Note 3) | | | 8,257 | | | 7,304 | |
| | | |
Cost of revenues | | | 119,821 | | | 106,707 | |
| Selling, general and administrative expenses | | | 19,078 | | | 15,513 | |
| | | |
Operating income | | | 31,567 | | | 53,548 | |
| Interest income | | | 109 | | | 230 | |
| Interest expense (Note 10) | | | (25,787 | ) | | (24,261 | ) |
| Foreign currency exchange loss, net | | | (3,737 | ) | | (1,202 | ) |
| Change in fair value of derivatives (Note 11) | | | (1,622 | ) | | — | |
| Other income/(expense) | | | 294 | | | (279 | ) |
| | | |
Income before tax | | | 824 | | | 28,036 | |
| Provision for income taxes | | | (1,334 | ) | | (5,486 | ) |
| | | |
Net (loss)/income | | $ | (510 | ) | $ | 22,550 | |
| | | |
| Net (loss)/income | | | (510 | ) | | 22,550 | |
| Currency translation adjustment | | | (110,813 | ) | | 42,191 | |
| | | |
Comprehensive (loss)/income | | $ | (111,323 | ) | $ | 64,741 | |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
CET 21 spol. s r.o.
Unaudited condensed consolidated statements of equity
(US$ 000's)
| | | | | | | | | | | | | | | | |
| |
| | Share capital
| | Additional paid in capital
| | Retained earnings
| | Accumulated other comprehensive income
| | Total Equity
| |
---|
| |
BALANCE, December 31, 2008 | | $ | 22 | | $ | 521,293 | | $ | 164,783 | | $ | 151,708 | | $ | 837,806 | |
| | | |
Distributions | | | — | | | — | | | (43,674 | ) | | — | | | (43,674 | ) |
Net income | | | — | | | — | | | 22,550 | | | — | | | 22,550 | |
Currency translation adjustment | | | — | | | — | | | — | | | 42,191 | | | 42,191 | |
| | | |
BALANCE, June 30, 2009 | | $ | 22 | | $ | 521,293 | | $ | 143,659 | | $ | 193,899 | | $ | 858,873 | |
| |
| | | | | | | | | | | | | | | | |
| |
| | Share capital
| | Additional paid in capital
| | Retained earnings
| | Accumulated other comprehensive income
| | Total Equity
| |
---|
| |
BALANCE, December 31, 2009 | | $ | 22 | | $ | 529,699 | | $ | 140,141 | | $ | 196,310 | | $ | 866,172 | |
| | | |
Adjustment to Media Pro Pictures s.r.o. purchase accounting | | | — | | | (15 | ) | | — | | | — | | | (15 | ) |
Net loss | | | — | | | — | | | (510 | ) | | — | | | (510 | ) |
Currency translation adjustment | | | — | | | — | | | — | | | (110,813 | ) | | (110,813 | ) |
| | | |
BALANCE, June 30, 2010 | | $ | 22 | | $ | 529,684 | | $ | 139,631 | | $ | 85,497 | | $ | 754,834 | |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
CET 21 spol. s r.o.
Unaudited condensed consolidated statements of cash flows
(US$ 000's)
| | | | | | | | | |
| |
| | For the six months ended June 30, | |
---|
| | 2010
| | 2009
| |
---|
| |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
Net (loss)/income | | $ | (510 | ) | $ | 22,550 | |
Adjustments to reconcile net (loss)/income to net cash generated from operating activities: | | | | | | | |
| Depreciation and amortization | | | 70,731 | | | 50,169 | |
| Loss on disposal of fixed assets | | | — | | | 295 | |
| Change in fair value of derivatives (Note 11) | | | 1,622 | | | — | |
| Foreign currency exchange loss, net | | | 3,737 | | | 1,202 | |
| Net change in: | | | | | | | |
| | Accounts receivable | | | (3,246 | ) | | 12,653 | |
| | Program rights | | | (31,580 | ) | | (29,579 | ) |
| | Other assets | | | 4,877 | | | (3,074 | ) |
| | Accounts payable and accrued liabilities | | | (21,559 | ) | | (3,620 | ) |
| | Income taxes payable | | | (1,204 | ) | | (8,194 | ) |
| | Other current liabilities | | | 629 | | | 516 | |
| | | |
Net cash generated from operating activities | | | 23,497 | | | 42,918 | |
| | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
| Purchase of property, plant and equipment | | | (9,119 | ) | | (11,028 | ) |
| Proceeds from disposal of property, plant and equipment | | | — | | | 665 | |
| Payment of deferred consideration | | | (1,296 | ) | | — | |
| | | |
Net cash used in investing activities | | | (10,415 | ) | | (10,363 | ) |
| | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
| Proceeds from credit facilities | | | 150,513 | | | 53,945 | |
| Payments made on credit facilities | | | (78,062 | ) | | (39 | ) |
| Payments made on loans from related parties | | | (84,390 | ) | | (50,584 | ) |
| | | |
Net cash (used in)/received from financing activities | | | (11,939 | ) | | 3,322 | |
| | | |
Impact of exchange rate fluctuations on cash | | | (3,062 | ) | | 1,719 | |
Net (decrease)/increase in cash and cash equivalents | | | (1,919 | ) | | 37,595 | |
CASH AND CASH EQUIVALENTS, beginning of period | | | 24,873 | | | 30,637 | |
| | | |
CASH AND CASH EQUIVALENTS, end of period | | $ | 22,954 | | $ | 68,233 | |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
CET 21 spol. s r.o.
Notes to unaudited condensed consolidated
financial statements
(Tabular amounts in US$ 000's)
1. Organization and business
Central European Media Enterprises Ltd. ("CME Ltd."), a Bermuda corporation, was formed in June 1994 and its assets are held through a series of Dutch and Netherlands Antilles holding companies. CME Ltd. is a vertically integrated media group operating leading broadcasting, internet and TV content businesses in Central and Eastern Europe.
CET 21 spol. s r.o. (including its consolidated subsidiaries, the "CET Group") is 99.996% owned by CME Media Enterprises BV ("CME BV") and 0.004% owned by CME Investments BV ("CME Investments"), which are both wholly owned subsidiaries of CME Ltd.
The CET Group was comprised of the following significant legal entities as at June 30, 2010:
| | | | | | | |
|
Group Name
| | Effective voting interest
| | Jurisdiction of organization
| | Type of affiliate
|
---|
|
CET 21 spol. s r.o. ("CET 21") | | | | | Czech Republic | | Parent |
Jyxo, s.r.o. ("Jyxo") | | | 100.00% | | Czech Republic | | Subsidiary |
BLOG Internet, s.r.o. ("BLOG Internet") | | | 100.00% | | Czech Republic | | Subsidiary |
Media Pro Pictures s.r.o. | | | 100.00% | | Czech Republic | | Subsidiary |
CME Slovak Holdings B.V. ("CME Slovak Holdings") | | | 100.00% | | Netherlands | | Subsidiary |
A.R.J., a.s. | | | 100.00% | | Slovak Republic | | Subsidiary |
MARKÍZA-SLOVAKIA, spol. s r.o. ("Markiza") | | | 100.00% | | Slovak Republic | | Subsidiary |
MEDIA INVEST, spol. s r.o. | | | 100.00% | | Slovak Republic | | Subsidiary |
|
All subsidiaries have been consolidated in the financial statements.
CET 21 holds the broadcast licenses for and operates two national television channels in the Czech Republic, TV NOVA (Czech Republic) and NOVA CINEMA, and two cable/satellite channels, NOVA SPORT and MTV CZECH. In addition, the CET Group holds the broadcast licenses for and operates the national television channel in the Slovak Republic, TV MARKIZA and a female-orientated cable channel, DOMA.
2. Summary of significant accounting policies
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The functional currency of the CET Group is the Czech Koruna. The consolidated financial statements are presented in US Dollars (US$).
F-5
The main exchange rates against the US Dollar used in the preparation of the consolidated balance sheets and consolidated statements of operations are:
| | | | | | | | | | | | | |
| |
| |
| |
| | Consolidated statements of operations | |
---|
| | Consolidated balance sheets | |
---|
| | For the six months ended June 30, | |
---|
| | June 30, 2010
| | December 31, 2009
| |
---|
| | 2010
| | 2009
| |
---|
| |
CZK | | | 20.95 | | | 18.37 | | | 19.44 | | | 20.41 | |
EUR | | | 0.81 | | | 0.69 | | | 0.75 | | | 0.75 | |
| |
The significant accounting policies are summarized as follows:
Basis of presentation
The CET Group has historically operated as an integrated part of CME Ltd. These consolidated financial statements have been prepared on a "carve-out" basis from the consolidated financial statements of CME Ltd. to represent the financial position and performance of the CET Group as if it had existed on a stand-alone basis as of December 31, 2009 and June 30, 2010 and for the six months ended June 30, 2010 and 2009. The consolidated financial statements have been derived by extracting the assets, liabilities, revenues and expenses directly attributable to the CET Group from the assets, liabilities, revenues and expenses reflected in the accounting records of CME Ltd. on a legal entity basis. The CET Group eliminates from its financial results all intercompany transactions between entities included in the consolidated financial statements.
The consolidated financial statements included herein may not necessarily be indicative of the CET Group's financial position, results of operations, or cash flows had the CET Group operated as a separate entity during the periods presented or for future periods.
These consolidated financial statements reflect all of the assets, liabilities, revenues, expenses, and cash flows of the CET Group after the elimination of intergroup accounts and transactions. The CET Group consolidates the financial statements of entities in which it holds at least a majority voting interest and entities in which it holds less than a majority voting interest but over which it has the ability to exercise control. Entities in which the CET Group holds less than a majority voting interest but over which it exercises significant influence are accounted for using the equity method. Other investments are accounted for using the cost method.
The accompanying unaudited condensed consolidated financial statements for the six months ended June 30, 2010 do not include all of the information and note disclosures required by US GAAP. Amounts as of December 31, 2009 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 the consolidated financial statements of the CET Group for the year ended December 31, 2009. The significant accounting policies have not changed since December 31, 2009, except as noted below.
F-6
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 year. Actual results could differ from those estimates.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with US GAAP. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.
Financial instruments
Derivative financial instruments
The CET Group uses derivative financial instruments for the purpose of mitigating interest rate risks, which exist as part of the CET Group's financing arrangements. As a policy, the CET Group does not engage in speculative or leveraged transactions, nor does it hold or issue derivative financial instruments for trading purposes.
These contracts are marked to market at the balance sheet date, and the resultant unrealized gains and losses are recorded in the Condensed Consolidated Statement of Operations, together with realized gains and losses arising on settlement of these contracts.
The CET Group adopted Accounting Standard Update ("ASU") 2010-6, "Improving Disclosures on Fair Value Measurements" on January 1, 2010. There was no impact on the carrying value of the assets or liabilities recognized or results of operations and the relevant disclosure of inputs and valuation techniques is provided in Note 11, "Financial Instruments and Fair Value Measurements" to comply with this ASU.
Income taxes
The Group accounts for income taxes in interim periods in accordance with Accounting Standards Codification ("ASC") 740-270. For interim income tax reporting purposes applicable to ordinary income, the Group generally determines its best estimate of an annual effective tax rate and applies that rate on a year-to-date basis. The Group's calculated estimated annual effective tax rate excludes significant, unusual or infrequently occurring items, jurisdictions for which a reliable estimate cannot be made or where the estimated benefit of losses cannot be recognized, and certain other items excluded in the US GAAP authoritative guidance. The income tax (or benefit) related to all other items is individually computed and recognized when the items occur.
In the six months ended June 30, 2010, the reason for the variation in the customary relationship between income tax expense and pre-tax income for the CET Group is due to the impact of disallowable expenses in the Slovak Republic.
F-7
3. Goodwill and intangible assets
Changes in the carrying amount of the goodwill for the six months ended June 30, 2010 are as follows:
Goodwill:
| | | | |
| |
Net balance, December 31, 2009 | | $ | 1,001,941 | |
Foreign currency movement | | | (125,866 | ) |
| | | |
Net balance, June 30, 2010 | | $ | 876,075 | |
| |
The Group did not record any impairment of goodwill as of June 30, 2010 and December 31, 2009.
No goodwill is expected to be deductible for tax purposes.
Broadcast licenses and other intangible assets:
The net book value of the CET Group's broadcast licenses and other intangible assets as at June 30, 2010 and December 31, 2009 is summarized as follows:
| | | | | | | | | | | | | | | | |
| |
| | Amortized broadcast licenses
| | Trademarks
| | Customer relationships
| | Other
| | Total
| |
---|
| |
Balance, December 31, 2009 | | $ | 153,417 | | $ | 35,329 | | $ | 51,904 | | $ | 415 | | $ | 241,065 | |
| | | |
Amortization | | | (4,920 | ) | | (749 | ) | | (2,564 | ) | | (24 | ) | | (8,257 | ) |
Foreign currency movements | | | (18,885 | ) | | (4,447 | ) | | (7,216 | ) | | 12 | | | (30,536 | ) |
| | | |
Balance, June 30, 2010 | | $ | 129,612 | | $ | 30,133 | | $ | 42,124 | | $ | 403 | | $ | 202,272 | |
| |
Broadcast licenses have an economic useful life of, and are amortized on a straight-line basis over, 12 - 23 years.
Customer relationships are deemed to have an economic useful life of, and are amortized on a straight-line basis over, five to eight years. Trademarks have an indefinite life, with the exception of those acquired trademarks which we do not intend to use, which have an economic life of, and are being amortized over, between two and five years using the declining balance method and the blog.cz acquired trademark which is being amortized over its useful economic life of 5 years.
The gross value and accumulated amortization of broadcast licenses and other intangible assets was as follows at June 30, 2010 and December 31, 2009:
| | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Gross value | | $ | 298,014 | | $ | 342,156 | |
Accumulated amortization | | | (95,742 | ) | | (101,091 | ) |
| | | |
Total broadcast licenses and othe amortized intangible assets, net | | $ | 202,272 | | $ | 241,065 | |
| |
F-8
4. Debt
Our total debt comprised the following as at June 30, 2010 and December 31, 2009:
Total debt
| | | | | | | | | | | | | |
| |
| | Carrying value | | Fair value | |
---|
| | June 30, 2010
| | December 31, 2009
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Credit Facilities (a - d) | | $ | 133,671 | | $ | 78,942 | | $ | 133,671 | | $ | 78,942 | |
Long-term debt to related parties | | | 411,129 | | | 555,896 | | | 409,477 | | | 556,331 | |
| | | |
| | $ | 544,800 | | $ | 634,838 | | $ | 543,148 | | $ | 635,273 | |
| |
Long-term debt—third parties
| | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Credit Facilities (a - d) | | $ | 133,671 | | $ | 78,942 | |
Less current | | | (40,101 | ) | | (78,942 | ) |
| | | |
Total long-term debt—third parties | | $ | 93,570 | | $ | — | |
| |
(a) On December 21, 2009, CET 21 entered into a Facility Agreement ("the "Erste Facility") for up to CZK 3.0 billion (approximately US$ 143.2 million) with Erste Group Bank A.G. as arranger, CS as facility agent and security agent, and each of CS, UniCredit Bank Czech Republic, a.s. and BNP Paribas as original lenders. CME Ltd. and certain of its subsidiaries, namely CME Slovak Holdings, CME BV, CME Investments and Markiza, are guarantors under the Erste Facility (together, the "Original Guarantors"). The facility became available for drawing on January 18, 2010. On February 16, 2010, the aggregate commitment by the lenders under the Erste Facility to CET 21 increased from CZK 2.5 billion (approximately US$ 136.1 million) to CZK 2.8 billion (approximately US$ 152.4 million). As of June 30, 2010, CZK 2.8 billion (approximately US$ 152.4 million) had been drawn. The facility matures on April 30, 2012, subject to a potential extension of one year. Interest under the facility is calculated at a rate per annum of 4.90% above PRIBOR. The repayment of the loan will commence 12 months from the date of the Erste Facility, in four semi-annual instalments of 15.0% each and one instalment of 40.0% on the maturity date (assuming no extension). CET 21 may be required to prepay amounts drawn in the event of specified changes of control. The Original Guarantors have agreed to guarantee the obligations of CET 21 under the Erste Facility by entering into an interest rate swap agreement (see Note 11, "Fair Value Measurements"). As security for the facility, CET 21 has pledged substantially all of its assets, including its 100.0% ownership interest in CME Slovak Holdings and its ownership interest in 100.0% of the registered capital of Jyxo and BLOG. In addition, CME Investments has granted security over the receivables under inter-group loans made to CET 21 and Markiza, respectively. The Erste Facility contains customary representations, warranties, covenants and events of default. The covenants include limitations on CET 21's ability to carry out certain types of transactions, incur additional indebtedness, make disposals and create liens.
(b) As at June 30, 2010 and December 31, 2009, there were no drawings under a CZK 300.0 million (approximately US$ 14.3 million) factoring facility with Factoring Ceska Sporitelna ("FCS") available until September 30, 2011. The facility bears interest at one-month PRIBOR plus 1.40% for the period that actively assigned accounts receivable are outstanding.
(c) A CZK 1.2 billion (approximately US$ 64.6 million at the date of repayment) (December 31, 2009: CZK 1.2 billion (US$ 65.3 million) credit facility granted to CET 21 by CS was repaid in full with the drawings under the Erste Facility on February 22, 2010 and was subsequently cancelled.
(d) The CZK 250.0 million (approximately US$ 13.5 million at the date of repayment) (December 31, 2009: CZK 250.0 million (US$ 13.6 million) working capital facility of CET 21 with CS was repaid in full with the drawings under the Erste Facility on February 22, 2010 and was subsequently cancelled.
F-9
Long-term debt—related parties
| | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Long-term debt—related parties (e - g) | | $ | 411,129 | | $ | 555,896 | |
| | | |
Total long-term debt—related parties | | $ | 411,129 | | $ | 555,896 | |
| |
(e) As of June 30, 2010, CET 21 owed CZK 8.1 billion (approximately US$ 384.5 million) (December 31, 2009: CZK 9.7 billion (US$ 528.1 million)) to CME Investments under a loan that bears interest at a fixed rate of 9.0% and has a maturity date of May 2, 2015.
Interest of CZK 383.5 million (approximately US$ 19.8 million) and CZK 449.2 million (approximately US$ 22.0 million) was incurred on this loan in the six months ended June 30, 2010 and 2009, respectively. Accrued interest of CZK 186.0 million (approximately US$ 8.9 million) and CZK 217.2 million (approximately US$ 11.7 million) was included within accounts payable and accrued liabilities at June 30, 2010 and December 31, 2009 respectively.
(f) As of June 30, 2010, Markiza owed EUR 21.0 million (approximately US$ 25.8 million) to CME Investments under a loan that bears interest at a fixed rate of 7.55% and has maturity date of November 23, 2013. The balance as of December 31, 2009 was EUR 21.0 million (approximately US$ 27.8 million).
Interest expense of EUR 1.0 million (approximately US$ 1.2 million) and EUR 1.0 million (approximately US$ 1.4 million) was incurred on this loan in the six months ended June 30, 2010 and 2009, respectively. Accrued interest of EUR 0.1 million (approximately US$ 0.2 million) and EUR 0.1 million (approximately US$ 0.1 million) was included within accounts payable and accrued liabilities as at June 30, 2010 and December 31, 2009, respectively.
(g) As of June 30, 2010, MPP Praha owed EUR 0.5 million (approximately US$ 0.6 million) to CME Media Pro BV, a wholly owned subsidiary of CME Ltd, under a loan that bears interest at a fixed rate of 9.75% and has a maturity date of January 13, 2015 (December 31, 2009: US$ nil).
Interest expense of EUR 19 thousand (approximately US$ 25 thousand) was incurred on this loan in the six months ended 2010. Accrued interest of EUR 19 thousand (approximately US$ 23 thousand) was included within accounts payable and accrued liabilities as at June 30, 2010.
BMG
CME BV has an uncommitted multicurrency overdraft facility for EUR 5.0 million (approximately US$ 6.1 million) from Bank Mendes Gans ("BMG"), a subsidiary of ING Bank N.V. ("ING"), as part of a cash pooling arrangement. The cash pooling arrangement with BMG enables CME BV and its wholly owned subsidiaries, which include all members of the CET Group, to receive credit in respect of cash balances which the wholly owned subsidiaries deposit with BMG. Cash deposited by CME BV's subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.
As at June 30, 2010 the net deposits made by the CET Group in the BMG cash pool was US$ 0.3 million.
Debt maturities for the next five years are as follows:
| | | | |
| |
2010 | | $ | 20,051 | |
2011 | | | 40,101 | |
2012 | | | 73,519 | |
2013 | | | 26,621 | |
2014 | | | — | |
Thereafter | | | 384,508 | |
| | | |
Total | | $ | 544,800 | |
| |
F-10
5. Accounts receivable
Accounts receivable comprised the following at June 30, 2010 and December 31, 2009:
| | | | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
| Third-party customers | | $ | 71,851 | | $ | 77,530 | |
| | Less allowance for bad debts and credit notes | | | (2,410 | ) | | (2,201 | ) |
| Related parties | | | 377 | | | 589 | |
| | Less allowance for bad debts and credit notes | | | — | | | — | |
| | | |
Total accounts receivable | | $ | 69,818 | | $ | 75,918 | |
| |
At June 30, 2010, CZK 434.5 million (approximately US$ 20.7 million) of receivables were pledged as collateral subject to the Erste Facility. See Note 4, "Debt".
6. Other assets
Other current and non-current assets comprised the following at June 30, 2010 and December 31, 2009:
| | | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Current: | | | | | | | |
| Productions in progress | | $ | 6,220 | | $ | 10,989 | |
| Other prepaid expenses | | | 2,262 | | | 1,984 | |
| Income taxes recoverable | | | 5,185 | | | 4,648 | |
| Deferred tax | | | 1,201 | | | 328 | |
| VAT recoverable | | | 404 | | | 1,638 | |
| Capitalized debt costs | | | 1,279 | | | 1,449 | |
| Other | | | 439 | | | 280 | |
| | | |
Total other current assets | | $ | 16,990 | | $ | 21,316 | |
| |
| | | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Non-current: | | | | | | | |
| Deferred tax | | | 285 | | | 286 | |
| Productions in progress | | | 998 | | | 3,631 | |
| Capitalized debt costs | | | 1,256 | | | 1,932 | |
| Other | | | 135 | | | 155 | |
| | | |
Total other non-current assets | | $ | 2,674 | | $ | 6,004 | |
| |
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7. Property, plant and equipment
Property, plant and equipment comprised the following at June 30, 2010 and December 31, 2009:
| | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Land and buildings | | $ | 61,207 | | $ | 67,586 | |
Machinery, fixtures and equipment | | | 113,246 | | | 134,061 | |
Other equipment | | | 6,736 | | | 9,196 | |
Software licenses | | | 13,078 | | | 14,191 | |
Construction in progress | | | 7,737 | | | 8,167 | |
| | | |
Total cost | | $ | 202,004 | | $ | 233,201 | |
Less: Accumulated depreciation | | | (117,449 | ) | | (129,673 | ) |
| | | |
Total net book value | | $ | 84,555 | | $ | 103,528 | |
| |
8. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities comprised the following at June 30, 2010 and December 31, 2009:
| | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Accounts payable | | $ | 16,085 | | $ | 19,665 | |
Programming liabilities | | | 18,085 | | | 19,317 | |
Duties and other taxes payable | | | 5,931 | | | 5,253 | |
Accrued staff costs | | | 4,241 | | | 4,810 | |
Accrued interest payable | | | 9,064 | | | 12,017 | |
Income taxes payable | | | 54 | | | 168 | |
Accrued production costs | | | 4,455 | | | 2,723 | |
Accrued legal and professional fees | | | 1,158 | | | 975 | |
Authors' rights | | | 2,097 | | | 1,349 | |
Other accrued liabilities | | | 8,396 | | | 12,695 | |
| | | |
Total accounts payable and accrued liabilities | | $ | 69,566 | | $ | 78,972 | |
| |
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9. Other liabilities
Other current and non-current liabilities comprised the following as at June 30, 2010 and December 31, 2009:
| | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Current: | | | | | | | |
Deferred revenue | | $ | 10,666 | | $ | 2,648 | |
Consideration payable | | | — | | | 1,470 | |
Deferred tax | | | 696 | | | 678 | |
Other | | | 2,846 | | | 2,258 | |
| | | |
Total other current liabilities | | $ | 14,208 | | $ | 7,054 | |
| |
| | | | | | | |
| |
| | June 30, 2010
| | December 31, 2009
| |
---|
| |
Non-current: | | | | | | | |
Deferred tax | | $ | 42,016 | | $ | 48,924 | |
Derivative liabilities | | | 1,601 | | | — | |
| | | |
Total other non-current liabilities | | $ | 43,617 | | $ | 48,924 | |
| |
10. Interest expense
Interest expense comprised the following for the six months ended June 30, 2010 and 2009:
| | | | | | | |
| |
| | For the six months ended June 30, | |
---|
| | 2010
| | 2009
| |
---|
| |
Interest on long-term debt—related parties | | $ | 20,799 | | $ | 23,170 | |
Interest on credit facilities—third parties | | | 4,255 | | | 1,091 | |
Amortization of capitalized debt costs | | | 733 | | | — | |
| | | |
Total interest expense | | $ | 25,787 | | $ | 24,261 | |
| |
11. 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 established in ASC 820-10-35 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.
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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.
At June 30, 2010, we did not have any financial assets or liabilities carried at fair value using significant level 1 or level 3 inputs and the only instrument we value using level 2 inputs is the following interest rate swap agreement:
Interest rate swap
On February 9, 2010, the CET Group entered into an interest rate swap agreement with UniCredit and CS expiring in 2013 to convert CZK 1.5 billion (approximately US$ 71.6 million) of the Erste Facility from a floating rate of three month PRIBOR (plus a margin) to a fixed interest rate of 2.73% per annum (plus a margin). The notional amounts swapped decline in line with the planned amortization of the loan and the extension option. The interest rate swap is a financial instrument that is used to reduce interest rate risk and is considered an economic hedge. The interest rate swap has not been designated as a hedging instrument so changes in the fair value of the derivative are recorded in the condensed consolidated statement of operations and in the condensed consolidated balance sheet in other non-current liabilities.
The CET Group values the interest rate swap agreement 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 PRIBOR-based yield curve. This instrument is 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 instrument, are readily observable.
The fair value of the interest rate swap as at June 30, 2010 was a US$ 1.6 million liability. A derivative loss of US$ 1.6 million was recognized in the condensed consolidated statement of operations for the six months ended June 30, 2010.
12. Commitments and contingencies
Commitments
(a) Station programming rights agreements
At June 30, 2010, the CET Group had US$ 115.7 million of commitments in respect of future programming, including contracts signed with license periods starting after the balance sheet date. Of this amount, US$ 26.7 million is payable within one year.
(b) Operating lease commitments
For the six months ended June 30, 2010 and 2009 the CET Group incurred aggregate rent on all facilities of US$ 1.9 million and US$ 2.1 million, respectively. Future minimum operating
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lease payments at June 30, 2010 for non-cancellable operating leases with remaining terms in excess of one year (net of amounts to be recharged to third parties) are payable as follows:
| | | | |
| |
| | June 30, 2010
| |
---|
| |
2010 | | | 1,470 | |
2011 | | | 2,609 | |
2012 | | | 1,817 | |
2013 | | | 681 | |
2014 | | | 617 | |
2015 and thereafter | | | 1,338 | |
| | | |
Total | | $ | 8,532 | |
| |
Factoring of trade receivables
The Erste Facility is secured by a pledge of receivables under a factoring agreement. At June 30, 2010, CZK 434.5 million (approximately US$ 20.7 million) of receivables were pledged as collateral under this agreement (see Note 4 (a), "Debt").
13. Related party transactions
Related party transactions
CME Ltd. and subsidiaries
The CET Group enters into transactions with other subsidiaries of CME Ltd.
Debt
The CET Group has entered into a variety of debt agreements with other companies owned by CME Ltd. These agreements (as well as outstanding balances under the agreements) are described in Note 4, "Debt".
Sales and purchases
The CET Group enters into transactions with CME Ltd. and its subsidiaries. The CET Group purchased programming from CME Ltd. and its subsidiaries with a value of approximately US$ 0.1 million and US$ 0.3 million in the six months ended June 30, 2010 and 2009, respectively. The total amount payable was US$ 0.9 million at June 30, 2010 and US$ nil at December 31, 2009.
Furthermore the CET Group purchased various services from CME Ltd. and its subsidiaries with a value of approximately US$ 3.5 million and US$ 0.7 million in the six months ended June 30, 2010 and 2009, respectively. The total amount payable was US$ 3.0 million at June 30, 2010 and US$ 2.8 million at December 31, 2009.
Other related parties
In the ordinary course of business, the CET Group also has transactions with various organizations and individuals that are considered to be related parties: Adrian Sarbu, an Executive Director of CET 21, CME Ltd.'s President and Chief Executive Officer and a member of CME Ltd.'s Board of Directors; Time Warner, beneficial owners of approximately 31.0% of
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CME Ltd's outstanding shares with the right to nominate two members of CME Ltd's Board of Directors.
Adrian Sarbu
The CET Group purchased services from companies related to or connected with Mr. Sarbu in the six months ended June 30, 2010 and 2009 with a value of approximately US$ 0.1 million and US$ 30 thousand, respectively. The total amount payable at June 30, 2010 was US$ 0.9 million and US$ nil at December 31, 2009.
Time Warner
The CET Group purchased programming from companies related to or connected with Time Warner in the six months ended June 30, 2010 and 2009 with a value of approximately US$ 1.2 million and US$ 1.6 million, respectively. The total amount payable as at June 30, 2010 was US$ 5.3 million and US$ 7.0 million at December 31, 2009.
14. Subsequent events
None
The CET Group has evaluated subsequent events through September 30, 2010, the date on which the CET Group's financial statements were available to be issued.
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QuickLinks
CET 21 spol. s r.o. Unaudited condensed consolidated balance sheets (US$ 000's)CET 21 spol. s r.o. Unaudited condensed consolidated statements of operations and comprehensive income (US$ 000's)CET 21 spol. s r.o. Unaudited condensed consolidated statements of equity (US$ 000's)CET 21 spol. s r.o. Unaudited condensed consolidated statements of cash flows (US$ 000's)CET 21 spol. s r.o. Notes to unaudited condensed consolidated financial statements (Tabular amounts in US$ 000's)