Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 20, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. | |
Entity Central Index Key | 925,645 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 144,963,821 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Current assets | |||
Cash and cash equivalents | $ 67,034 | $ 40,606 | |
Accounts receivable, net (Note 7) | 122,406 | 141,371 | |
Program rights, net (Note 6) | 70,510 | 69,662 | |
Other current assets (Note 8) | 28,197 | 27,541 | |
Current assets held for sale (Note 3) | 135,171 | 61,242 | |
Total current assets | 423,318 | 340,422 | |
Non-current assets | |||
Property, plant and equipment, net (Note 9) | [1] | 100,308 | 89,080 |
Program rights, net (Note 6) | 188,484 | 143,428 | |
Goodwill (Note 4) | 693,142 | 601,535 | |
Other intangible assets, net (Note 4) | 147,073 | 134,705 | |
Other non-current assets (Note 8) | 20,365 | 21,273 | |
Non-current assets held for sale (Note 3) | 0 | 60,274 | |
Total non-current assets | 1,149,372 | 1,050,295 | |
Total assets | [2] | 1,572,690 | 1,390,717 |
Current liabilities | |||
Accounts payable and accrued liabilities (Note 10) | 157,322 | 134,378 | |
Current portion of long-term debt and other financing arrangements (Note 5) | 2,425 | 1,228 | |
Other current liabilities (Note 11) | 23,535 | 8,467 | |
Current liabilities held for sale (Note 3) | 32,246 | 27,492 | |
Total current liabilities | 215,528 | 171,565 | |
Non-current liabilities | |||
Long-term debt and other financing arrangements (Note 5) | 1,067,153 | 1,001,408 | |
Other non-current liabilities (Note 11) | 87,230 | 67,963 | |
Non-current liabilities held for sale (Note 3) | 0 | 1,414 | |
Total non-current liabilities | 1,154,383 | 1,070,785 | |
Commitments and contingencies (Note 20) | |||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2016 - 200,000) (Note 13) | 262,115 | 254,899 | |
CME Ltd. shareholders’ equity (Note 14): | |||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2016 – one) | 0 | 0 | |
Additional paid-in capital | 1,905,449 | 1,910,244 | |
Accumulated deficit | (1,776,411) | (1,785,536) | |
Accumulated other comprehensive loss | (199,906) | (243,988) | |
Total CME Ltd. shareholders’ deficit | (59,278) | (107,804) | |
Noncontrolling interests | (58) | 1,272 | |
Total deficit | (59,336) | (106,532) | |
Total liabilities and equity | 1,572,690 | 1,390,717 | |
Class A Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 14): | |||
Common stock | 11,590 | 11,476 | |
Class B Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 14): | |||
Common stock | $ 0 | $ 0 | |
[1] | (1) Reflects property, plant and equipment, net | ||
[2] | (1) Segment assets exclude any intercompany balances. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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) | 144,881,732 | 143,449,913 |
Common stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
Common Class B [Member] | ||
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Income Statement [Abstract] | |||||
Net revenues | $ 119,431 | $ 107,527 | $ 378,058 | $ 356,147 | |
Operating expenses: | |||||
Content costs | 55,871 | 51,920 | 174,214 | 166,938 | |
Other operating costs | 12,612 | 13,482 | 35,747 | 40,773 | |
Depreciation of property, plant and equipment | 6,936 | 5,801 | 19,345 | 17,134 | |
Amortization of broadcast licenses and other intangibles | 2,187 | 2,073 | 6,349 | 6,247 | |
Cost of revenues | 77,606 | 73,276 | 235,655 | 231,092 | |
Selling, general and administrative expenses | 25,803 | 22,801 | 70,204 | 64,984 | |
Operating income | 16,022 | 11,450 | 72,199 | 60,071 | |
Interest expense (Note 15) | (18,352) | (22,424) | (54,773) | (90,640) | |
Loss on extinguishment of debt (Note 5) | (101) | 0 | (101) | (150,158) | |
Non-operating income, net (Note 16) | 3,643 | 350 | 12,783 | 1,638 | |
Income / (loss) before tax | 1,212 | (10,624) | 30,108 | (179,089) | |
Provision for income taxes | (3,157) | (1,145) | (12,770) | (6,706) | |
(Loss) / income from continuing operations | (1,945) | (11,769) | 17,338 | (185,795) | |
Loss from discontinued operations, net of tax (Note 3) | (5,988) | (8,054) | (8,747) | (15,971) | |
Net (loss) / income | (7,933) | (19,823) | 8,591 | (201,766) | |
Net loss attributable to noncontrolling interests | 188 | 196 | 534 | 387 | |
Net (loss) / income attributable to CME Ltd. | (7,745) | (19,627) | 9,125 | (201,379) | |
Currency translation adjustment | 9,227 | 7,262 | 42,203 | 15,264 | |
(Loss) / gain on derivative instruments (Note 12) | (135) | (1,360) | 1,083 | (5,581) | |
Total other comprehensive income | 9,092 | 5,902 | 43,286 | 9,683 | |
Comprehensive income / (loss) | 1,159 | (13,921) | 51,877 | (192,083) | |
Comprehensive loss attributable to noncontrolling interests | 439 | 232 | 1,330 | 568 | |
Comprehensive income / (loss) attributable to CME Ltd. | $ 1,598 | $ (13,689) | $ 53,207 | $ (191,515) | |
Net (loss) / income per share: | |||||
Continuing operations — basic | $ (0.03) | $ (0.09) | $ 0.04 | $ (1.31) | |
Continuing operations — diluted | (0.03) | (0.09) | 0.03 | (1.31) | |
Discontinued operations — basic | (0.04) | (0.05) | (0.06) | (0.11) | |
Discontinued operations — diluted | (0.04) | (0.05) | (0.06) | (0.11) | |
Net loss attributable to CME Ltd. — basic | (0.07) | (0.14) | (0.02) | (1.42) | |
Net loss attributable to CME Ltd. — diluted | $ (0.07) | $ (0.14) | $ (0.02) | $ (1.42) | |
Weighted average common shares used in computing per share amounts (000’s): | |||||
Basic (in shares) | [1] | 156,189 | 153,494 | 155,579 | 149,898 |
Diluted (in shares) | 156,189 | 153,494 | 233,761 | 149,898 | |
[1] | (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Preferred Class A [Member]Series A Convertible Preferred Stock [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member] | Common Class B [Member]Common Stock [Member] | Warrant [Member]Common Stock [Member] |
BALANCE at Dec. 31, 2016 | $ (106,532) | $ 1,910,244 | $ (1,785,536) | $ (243,988) | $ 1,272 | $ 0 | $ 11,476 | $ 0 | ||
BALANCE (in shares) at Dec. 31, 2016 | 1 | |||||||||
BALANCE (in shares) at Dec. 31, 2016 | 143,449,913 | 0 | 0 | |||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||
Stock-based compensation | 2,140 | 2,140 | ||||||||
Number of warrants exercised (in shares) | 563,325 | |||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 45 | |||||||||
Exercise of warrants (Note 14) | 563 | 518 | ||||||||
Shares issuance, stock-based compensation (in shares) | 868,494 | |||||||||
Share issuance, stock-based compensation | 0 | (69) | $ 69 | |||||||
Payments of withholding tax on net share settlement of share-based compensation | (168) | (168) | ||||||||
Preferred dividend paid in kind | (7,216) | (7,216) | ||||||||
Net income / (loss) | 8,591 | 9,125 | (534) | |||||||
(Loss) / gain on derivative instruments (Note 12) | 1,083 | (1,083) | ||||||||
Currency translation adjustment | 42,203 | 42,999 | (796) | |||||||
Currency translation adjustment | 42,203 | |||||||||
BALANCE at Sep. 30, 2017 | $ (59,336) | $ 1,905,449 | $ (1,776,411) | $ (199,906) | $ (58) | $ 0 | $ 11,590 | $ 0 | ||
BALANCE (in shares) at Sep. 30, 2017 | 1 | |||||||||
BALANCE (in shares) at Sep. 30, 2017 | 144,881,732 | 0 | 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS € in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income / (loss) | $ 8,591 | $ (201,766) |
Adjustments to reconcile net income / (loss) to net cash generated from continuing operating activities: | ||
Loss from discontinued operations, net of tax (Note 3) | 8,747 | 15,971 |
Amortization of program rights | 174,214 | 166,938 |
Depreciation and other amortization | 29,976 | 43,785 |
Interest and related Guarantee Fees paid in kind | 14,733 | 14,300 |
Loss on extinguishment of debt (Note 5) | 101 | 150,158 |
Gain on disposal of fixed assets | (68) | (45) |
Deferred income taxes | (1,300) | 6,783 |
Stock-based compensation (Note 17) | 2,044 | 2,364 |
Change in fair value of derivatives | 1,204 | 11,722 |
Foreign currency exchange gain, net | (12,459) | (13,683) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 35,280 | 19,530 |
Accounts payable and accrued liabilities | (5,435) | (5,986) |
Program rights | (183,625) | (174,346) |
Other assets and liabilities | (1,559) | (1,470) |
Accrued interest | 10,668 | 11,665 |
Income taxes payable | 991 | (255) |
Deferred revenue | 11,645 | 12,576 |
VAT and other taxes payable | (3,110) | (1,269) |
Net cash generated from continuing operating activities | 90,638 | 56,972 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (16,389) | (14,850) |
Disposal of property, plant and equipment | 139 | 88 |
Net cash used in continuing investing activities | (16,250) | (14,762) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt | 0 | 533,963 |
Repayment of debt | (59,060) | (540,699) |
Debt transactions costs | (106) | (9,541) |
Payment of credit facilities and capital leases | (1,757) | (755) |
Settlement of forward currency swaps | 0 | 12,106 |
Proceeds from exercise of warrants | 563 | 5,947 |
Proceeds from sale-leaseback transactions | 2,746 | 0 |
Payments of withholding tax on net share settlement of share-based compensation | (168) | 0 |
Net cash used in continuing financing activities | (57,782) | (23,191) |
Net cash provided by / (used in) discontinued operations - operating activities | 3,273 | (17,308) |
Net cash used in discontinued operations - investing activities | (3,125) | (4,789) |
Net cash used in discontinued operations - financing activities | (210) | (181) |
Impact of exchange rate fluctuations on cash and cash equivalents | 9,884 | 2,005 |
Net increase / (decrease) in cash and cash equivalents | 26,428 | (1,254) |
CASH AND CASH EQUIVALENTS, beginning of period | 40,606 | 59,120 |
CASH AND CASH EQUIVALENTS, end of period | 67,034 | 57,866 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid, Net | 22,206 | 38,317 |
Cash paid for income taxes, net of refunds | 12,380 | 234 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accretion on Series B Convertible Redeemable Preferred Stock | 7,216 | 11,314 |
Guarantee Fee [Member] | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest Paid, Net | $ 1,411 | $ 5,483 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS Central European Media Enterprises Ltd., a Bermuda company limited by shares, is a media and entertainment company operating in Central and Eastern Europe. Our assets are held through a series of Dutch and Curaçao holding companies. We manage our business on a geographical basis, with four operating segments; Bulgaria, the Czech Republic, Romania and the Slovak Republic, which are also our reportable segments and our main operating countries. See Note 19, "Segment Data" for financial information by segment. On July 9, 2017, we entered into a framework agreement with Slovenia Broadband S.à r.l., a wholly owned subsidiary of United Group B.V., relating to the sale of our Croatia and Slovenia operations. See Note 3, "Discontinued Operations and Assets Held for Sale" for further information. We are the market-leading broadcasters in each of our operating countries with a combined portfolio of 27 television channels. Each of our broadcast operations develops and produces content for their television channels. We generate advertising revenues in our country operations primarily through entering into agreements with advertisers, advertising agencies and sponsors to place advertising on the television channels that we operate. We generate additional revenues by collecting fees from cable and direct-to-home (“DTH”) and internet protocol television ("IPTV") operators for carriage of our channels. With the exception of our Bulgarian operations, we own 100% of our broadcast operating and license companies in each country. Bulgaria We operate one general entertainment channel, BTV, and five other channels, BTV CINEMA, BTV COMEDY, RING, BTV ACTION and BTV LADY. We own 94.0% of CME Bulgaria B.V. ("CME Bulgaria"), the subsidiary that owns our Bulgaria operations. Czech Republic We operate one general entertainment channel, TV NOVA (Czech Republic), and seven other channels, NOVA CINEMA, NOVA SPORT 1, NOVA SPORT 2, NOVA ACTION, NOVA 2, NOVA GOLD and NOVA INTERNATIONAL, a general entertainment channel broadcasting in the Slovak Republic. Romania We operate one general entertainment channel, PRO TV, and eight other channels, PRO 2 (formerly ACASA), PRO GOLD (formerly ACASA GOLD), PRO CINEMA, PRO X (formerly SPORT.RO), MTV ROMANIA, PRO TV INTERNATIONAL, PRO TV CHISINAU, a general entertainment channel broadcasting in Moldova, and ACASA IN MOLDOVA. Slovak Republic We operate one general entertainment channel, TV MARKIZA, and three other channels, DOMA (Slovak Republic), DAJTO, and MARKIZA INTERNATIONAL, a general entertainment channel broadcasting in the Czech Republic. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
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 we operate. Unless otherwise noted, all statistical and financial information presented in this report has been converted into U.S. dollars using period-end exchange rates. All references to “US$”, “USD” or “dollars” are to U.S. dollars; all references to “BGN” are to Bulgarian leva; all references to “CZK” are to Czech koruna; all references to “RON” are to the New Romanian lei; and all references to “Euro” or “EUR” are to the European Union Euro. Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States of America (“US GAAP”). Amounts as of December 31, 2016 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, 2016 filed with the Securities and Exchange Commission on February 9, 2017 . Our significant accounting policies have not changed since December 31, 2016 , except as noted below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with US GAAP for complete financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Discontinued Operations and Assets Held for Sale We present our results of operations, financial position and cash flows of operations that have either been sold or that meet the criteria for "held-for-sale accounting" as discontinued operations if the disposal represents a strategic shift that will have a major effect on our operations and financial results. At the time an operation qualifies for held-for-sale accounting, the operation is evaluated to determine whether or not the carrying amount exceeds its fair value less cost to sell. Any loss as a result of carrying amounts in excess of fair value less cost to sell is recorded in the period the operation qualifies for held-for-sale accounting. Management judgment is required to (1) assess the criteria required to qualify for held-for-sale accounting, and (2) estimate fair value. Our Croatia and Slovenia operations are classified as discontinued operations and assets held for sale for all periods presented. See Note 3, "Discontinued Operations and Assets Held for Sale" . Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. Seasonality We experience seasonality, with advertising sales tending to be lowest during the third quarter of each calendar year due to the summer holiday period (typically July and August), and highest during the fourth quarter of each calendar year due to the holiday season. Recent Accounting Pronouncements Accounting Pronouncements Adopted On January 1, 2017 we adopted guidance issued by the Financial Accounting Standards Board (the “FASB”) which is intended to improve the accounting for the income tax consequences of intercompany transfers of assets other than inventory. The guidance requires an entity to recognize the income tax consequences of such transfers in the period in which the transfer occurs, rather than defer recognition of current and deferred income taxes for the transfer until the asset is sold to a third party. The early adoption of this guidance did not have a material impact on our condensed consolidated financial statements. Recent Accounting Pronouncements Issued In May 2014, the FASB issued guidance which is intended to improve the comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The guidance supersedes existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for our fiscal year beginning January 1, 2018. We have substantially completed our evaluation of the contractual terms of our significant revenue streams in each of our operating segments. While we are still in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements, we currently do not expect the impact of this new guidance to be material. We expect to adopt the standard in 2018 using the modified retrospective transition method. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing leasing assets and liabilities on the balance sheet and requiring additional disclosures about an entity's leasing arrangements. The guidance requires that a lessee recognize a liability to make lease payments and a right-of-use asset, with an available exception for leases shorter than twelve months. The guidance is effective for our fiscal year beginning January 1, 2019. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In August 2016, the FASB issued guidance which is intended to reduce the existing diversity in practice related to specific cash flow issues. As applicable to us, the guidance requires that cash flows at the settlement of zero-coupon debt instruments or debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing be bifurcated between cash outflows for operating activities for the portion attributable to accrued interest, and cash outflows for financing activities for the portion attributable to the principal. The guidance requires a retrospective transition method and is effective for our fiscal year beginning January 1, 2018, with early adoption permitted. We expect to adopt this guidance as of January 1, 2018. Upon adoption, our net cash flows generated from / used in continuing operating activities for the year ended December 31, 2016 will decrease by US$ 110.7 million with a corresponding increase in net cash used in / provided by continuing financing activities. In January 2017, the FASB issued guidance which is intended to simplify goodwill impairment testing by eliminating Step 2, and instead recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds the fair value of the reporting unit. The guidance also eliminates the requirement to perform a qualitative analysis for reporting units with a negative carrying value. The guidance is effective for annual and interim impairment tests after January 1, 2020, with early adoption permitted for interim and annual impairment tests performed from January 1, 2017. We expect to early adopt the guidance in the fourth quarter of 2017. In August 2017, the FASB issued guidance which is intended to simplify the application of hedge accounting and increase transparency of information about an entity's risk management activities. The guidance changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. The guidance is effective for our fiscal year beginning January 1, 2019, with early adoption during interim periods permitted. All requirements and elections should be applied to hedging relationships existing on the date of adoption and reflected as of the beginning of the fiscal year of adoption. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. |
DISCONTINUED OPERATIONS AND ASS
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | 3. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE On July 9, 2017, we entered into a framework agreement with Slovenia Broadband S.à r.l. (the "Purchaser"), a wholly owned subsidiary of United Group B.V., relating to the sale of our Croatia and Slovenia operations for cash consideration of EUR 230.0 million (approximately US$ 271.5 million ) (the "Divestment Transaction"), subject to customary working capital adjustments. We expect the transaction to close by the end of 2017 or early 2018, subject to obtaining regulatory approvals and other customary closing conditions being satisfied. If the transaction is terminated by either party because the transaction has not closed prior to December 31, 2017 (which date may be extended under certain circumstances by the Purchaser to March 31, 2018), we would receive a termination fee of EUR 7.0 million (approximately US$ 8.3 million ), subject to certain exceptions, including if the requisite regulatory approvals have not been obtained as a result of the Purchaser being required to make specified material divestitures as a condition to any requisite regulatory approvals or if a notification has not been declared complete by a relevant regulatory authority. The carrying amounts of the major classes of assets and liabilities of our discontinued operations that are classified as held for sale in the condensed consolidated balance sheets at September 30, 2017 and December 31, 2016 were: September 30, 2017 December 31, 2016 Assets held for sale Current assets held for sale Cash and cash equivalents $ 7,061 $ 2,853 Accounts receivable, net 29,064 36,969 Program rights, net 66,449 16,489 Property, plant and equipment, net 20,909 — Other current assets 11,688 4,931 Total current assets held for sale $ 135,171 $ 61,242 Non-current assets held for sale Program rights, net $ — $ 35,927 Property, plant and equipment, net — 20,008 Other non-current assets — 4,339 Total non-current assets held for sale $ — $ 60,274 Liabilities held for sale Current liabilities held for sale Accounts payable and accrued liabilities $ 27,922 $ 26,603 Other current liabilities 4,324 889 Total current liabilities held for sale $ 32,246 $ 27,492 Non-current liabilities held for sale Other non-current liabilities $ — $ 1,414 Total non-current liabilities held for sale $ — $ 1,414 Loss from discontinued operations, net of tax , comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Net revenues $ 22,742 $ 19,179 $ 80,973 $ 74,765 Cost of revenues 18,893 17,866 61,120 62,788 Selling, general and administrative expenses 5,394 4,378 14,484 12,004 Operating (loss) / income (1,545 ) (3,065 ) 5,369 (27 ) Interest expense (1) (4,913 ) (5,212 ) (14,220 ) (15,695 ) Other non-operating income / (expense), net 294 36 621 (8 ) Loss from discontinued operations, before tax (6,164 ) (8,241 ) (8,230 ) (15,730 ) Credit / (provision) for income taxes 176 187 (517 ) (241 ) Loss from discontinued operations, net of tax $ (5,988 ) $ (8,054 ) $ (8,747 ) $ (15,971 ) (1) For the nine months ended September 30, 2017 and 2016 , we paid US$ 9.6 million and US$ 24.5 million , respectively, of interest and Guarantee Fees (as defined below) associated with the 2018 Euro Term Loan (as defined below). These payments were allocated to Net cash provided by / (used in) discontinued operations - operating activities in our Condensed Consolidated Statements of Cash Flows as we are required to apply the expected proceeds from the sale of our Croatia and Slovenia operations towards the repayment of the remaining principal amounts owing in respect of the 2018 Euro Term Loan. (see Note 5, "Long-term Debt and Other Financing Arrangements" ). |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 4. GOODWILL AND INTANGIBLE ASSETS Goodwill: Goodwill by reporting unit as at September 30, 2017 and December 31, 2016 was as follows: Bulgaria Czech Republic Romania Slovak Republic Total Gross Balance, December 31, 2016 $ 171,389 $ 744,483 $ 82,786 $ 46,089 $ 1,044,747 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Balance, December 31, 2016 26,750 456,938 71,758 46,089 601,535 Foreign currency 3,208 75,461 7,386 5,552 91,607 Balance, September 30, 2017 29,958 532,399 79,144 51,641 693,142 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Gross Balance, September 30, 2017 $ 174,597 $ 819,944 $ 90,172 $ 51,641 $ 1,136,354 Other intangible assets: Changes in the net book value of our other intangible assets as at September 30, 2017 and December 31, 2016 are summarized as follows: September 30, 2017 December 31, 2016 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 86,448 $ — $ 86,448 $ 76,731 $ — $ 76,731 Amortized: Broadcast licenses 213,532 (155,054 ) 58,478 184,195 (128,876 ) 55,319 Trademarks 420 (420 ) — 380 (380 ) — Customer relationships 57,813 (55,863 ) 1,950 51,338 (48,997 ) 2,341 Other 1,723 (1,526 ) 197 1,522 (1,208 ) 314 Total $ 359,936 $ (212,863 ) $ 147,073 $ 314,166 $ (179,461 ) $ 134,705 Broadcast licenses consist of our TV NOVA license in the Czech Republic, which is amortized on a straight-line basis through the expiration date of the license in 2025. Our customer relationships are deemed to have an economic useful life of, and are amortized on a straight-line basis over, five years to fifteen years . |
LONG-TERM DEBT AND OTHER FINANC
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 5. LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary September 30, 2017 December 31, 2016 Long-term debt $ 1,061,800 $ 999,209 Other credit facilities and capital leases 7,778 3,427 Total long-term debt and other financing arrangements 1,069,578 1,002,636 Less: current maturities (2,425 ) (1,228 ) Total non-current long-term debt and other financing arrangements $ 1,067,153 $ 1,001,408 Financing Transactions Pursuant to an amendment in March 2017 to the Reimbursement Agreement (as defined below) with Time Warner Inc. ("Time Warner"), as guarantor of our obligations under the Euro Term Loans (as defined below), the grid pricing structure on the all-in rate that applied only to the 2021 Euro Term Loan (as defined below) was extended to the 2018 Euro Term Loan (as defined below) and the 2019 Euro Term Loan (as defined below), with a reduction in the pricing under the grid for each of the Euro Term Loans resulting in an all-in rate ranging from 8.5% (if our net leverage is greater than or equal to seven times) to 5.0% (if our net leverage is less than five times). As at September 30, 2017 , we reduced our net leverage ratio to below six times and anticipate a reduction of our all-in rate to 6.0% from the end of October 2017. In addition, we can achieve a further 50 basis point reduction in the all-in rate if we reduce our long-term debt to less than EUR 815.0 million , subject to certain adjustments in respect of specified debt repayments, on or prior to September 30, 2018. We are required to pay the first 5.0% of the all-in rate (including the base rate and the rate paid pursuant to customary hedging arrangements) on the Euro Term Loans in cash and the remainder may be paid in cash or in kind, at our option. For details, see the table below under the heading "Reimbursement Agreement and Guarantee Fees". On August 1, 2017, we elected to repay EUR 50.0 million (approximately US$ 59.1 million at August 1, 2017 rates) of the outstanding principal balance of the 2018 Euro Term Loan on which we recognized a loss on extinguishment of US$ 0.1 million . We are required to apply the proceeds from the sale of our Croatia and Slovenia operations to the repayment of the remaining principal amounts owing in respect of the 2018 Euro Term Loan. Any excess amounts will then be applied to pay fees related to the 2019 Euro Term Loan, including Guarantee Fees and the Commitment Fee which we have previously paid in kind pursuant to the Reimbursement Agreement (see Note 3, "Discontinued Operations and Assets Held for Sale" ). Overview Total long-term debt and credit facilities comprised the following at September 30, 2017 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2018 Euro Term Loan $ 237,064 $ (351 ) $ 236,713 2019 Euro Term Loan 277,837 (411 ) 277,426 2021 Euro Term Loan 553,465 (5,804 ) 547,661 2021 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 1,068,366 $ (6,566 ) $ 1,061,800 (1) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan (each as defined below and collectively, the “Euro Term Loans”) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility. Long-term Debt Our long-term debt comprised the following at September 30, 2017 and December 31, 2016 : Carrying Amount Fair Value September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 2018 Euro Term Loan $ 236,713 $ 263,734 $ 225,679 $ 233,297 2019 Euro Term Loan 277,426 247,594 251,012 203,314 2021 Euro Term Loan 547,661 487,881 464,212 369,738 $ 1,061,800 $ 999,209 $ 940,903 $ 806,349 2018 Euro Term Loan As at September 30, 2017 , the principal amount of our floating rate senior unsecured term credit facility (as amended, the "2018 Euro Term Loan") outstanding was EUR 200.8 million (approximately US$ 237.1 million ). On August 1, 2017, we elected to repay EUR 50.0 million (approximately US$ 59.1 million at August 1, 2017 rates) of the outstanding principal balance of that loan on which we recognized a loss on extinguishment of US$ 0.1 million . The 2018 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 12, "Financial Instruments and Fair Value Measurements" ) plus a margin of between 1.1% and 1.9% depending on the credit rating of Time Warner. The all-in borrowing rate including the Guarantee Fee ranges from 8.5% to 5.0% per annum based on our net leverage (see the table below under the heading "Reimbursement Agreement and Guarantee Fees"). As at September 30, 2017 , the all-in borrowing rate on amounts outstanding under the 2018 Euro Term Loan was 7.25% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2018 Euro Term Loan is payable quarterly in arrears on each March 12, June 12, September 12 and December 12. The 2018 Euro Term Loan matures on November 1, 2018 and may currently be prepaid at our option, in whole or in part, without premium or penalty at any time. The 2018 Euro Term Loan is a senior unsecured obligation of CME Ltd., and is unconditionally guaranteed by our 100% owned subsidiary CME Media Enterprises B.V. ("CME BV") and by Time Warner and certain of its subsidiaries. The fair values of the 2018 Euro Term Loan as at September 30, 2017 and December 31, 2016 were determined based on comparable instruments that trade in active markets, plus an applicable spread. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2018 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2018 Euro Term Loan, and as such are not required to be accounted for separately. 2019 Euro Term Loan As at September 30, 2017 , the principal amount of our floating rate senior unsecured term credit facility (the "2019 Euro Term Loan") outstanding was EUR 235.3 million (approximately US$ 277.8 million ). The 2019 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 12, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.1% and 1.9% depending on the credit rating of Time Warner. The all-in borrowing rate including the Guarantee Fee ranges from 8.5% to 5.0% per annum based on our net leverage (see the table below under the heading "Reimbursement Agreement and Guarantee Fees"). As at September 30, 2017 , the all-in borrowing rate on amounts outstanding under the 2019 Euro Term Loan was 7.25% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2019 Euro Term Loan is payable quarterly in arrears on each February 13, May 13, August 13 and November 13. The 2019 Euro Term Loan matures on November 1, 2019 and may currently be prepaid at our option, in whole or in part, without premium or penalty. The 2019 Euro Term Loan is a senior unsecured obligation of CME Ltd., and is unconditionally guaranteed by CME BV and by Time Warner and certain of its subsidiaries. The fair values of the 2019 Euro Term Loan as at September 30, 2017 and December 31, 2016 were determined based on comparable instruments that trade in active markets, plus an applicable spread. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2019 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2019 Euro Term Loan, and as such are not required to be accounted for separately. 2021 Euro Term Loan As at September 30, 2017 , the principal amount of our floating rate senior unsecured term credit facility (the "2021 Euro Term Loan") outstanding was EUR 468.8 million (approximately US$ 553.5 million ). The 2021 Euro Term Loan bears interest at three-month EURIBOR (fixed pursuant to customary hedging arrangements (see Note 12, "Financial Instruments and Fair Value Measurements" )) plus a margin of between 1.1% and 1.9% depending on the credit rating of Time Warner. The all-in borrowing rate including the Guarantee Fee ranges from 8.5% to 5.0% per annum based on our net leverage (see the table below under the heading "Reimbursement Agreement and Guarantee Fees"). As at September 30, 2017 , the all-in borrowing rate on amounts outstanding under the 2021 Euro Term Loan was 7.25% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2021 Euro Term Loan is payable quarterly in arrears on each January 7, April 7, July 7, and October 7. The 2021 Euro Term Loan matures on February 19, 2021 and may be prepaid at our option, in whole or in part, without premium or penalty, upon the earlier of the occurrence of certain events, including if our net leverage (as defined in the Reimbursement Agreement) decreases to below five times for two consecutive quarters, or at any time from February 19, 2020. The 2021 Euro Term Loan is a senior unsecured obligation of CME BV, and is unconditionally guaranteed by CME Ltd. and by Time Warner and certain of its subsidiaries. The fair values of the 2021 Euro Term Loan as at September 30, 2017 and December 31, 2016 were determined based on comparable instruments that trade in active markets, plus an applicable spread. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2021 Euro Term Loan. The embedded derivatives are considered clearly and closely related to the 2021 Euro Term Loan, and as such are not required to be accounted for separately. Reimbursement Agreement and Guarantee Fees In connection with Time Warner’s guarantees of the Euro Term Loans, we entered into a reimbursement agreement (as amended, the “Reimbursement Agreement") with Time Warner. The Reimbursement Agreement provides for the payment of guarantee fees (collectively, the "Guarantee Fees") to Time Warner as consideration for those guarantees, and the reimbursement to Time Warner of any amounts paid by them under any guarantee or through any loan purchase right exercised by it. The loan purchase right allows Time Warner to purchase any amount outstanding under the Euro Term Loans from the lenders following an event of default under the Euro Term Loans or the Reimbursement Agreement. The Reimbursement Agreement is jointly and severally guaranteed by both our 100% owned subsidiary Central European Media Enterprises N.V. ("CME NV") and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The covenants and events of default under the Reimbursement Agreement are substantially the same as under the 2021 Revolving Credit Facility (described below). We pay Guarantee Fees to Time Warner based on the amounts outstanding on the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below: Consolidated Net Leverage Cash Rate (1) PIK Fee Rate Total Rate (2) ≥ 7.0x 5.00 % 3.50 % 8.50 % < 7.0x - 6.0x 5.00 % 2.25 % 7.25 % < 6.0x - 5.0x 5.00 % 1.00 % 6.00 % < 5.0x 5.00 % — % 5.00 % (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. (2) Subject to certain adjustments in respect of specified debt repayments, if we reduce our long-term debt to less than EUR 815.0 million prior to September 30, 2018, a 50 basis point reduction in the all-in rate would be applied. Our consolidated net leverage as at September 30, 2017 and December 31, 2016 was 5.8x and 6.9x , respectively. For the three and nine months ended September 30, 2017 and 2016 , we recognized US$ 11.8 million and US$ 36.3 million and US$ 16.5 million and US$ 37.7 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 2018 Euro Term Loan and the 2019 Euro Term Loan are payable semi-annually in arrears on each May 1 and November 1, in cash or in kind, by adding such semi-annual Guarantee Fees to any such amount then outstanding. The Guarantee Fees relating to the 2021 Euro Term Loan are payable semi-annually in arrears on each June 1 and December 1. The first 5.0% of the all-in rate for each facility (including the base rate and the rate paid pursuant to the hedging arrangements) must be paid in cash and the remainder is payable at our election in cash or in kind. The Guarantee Fees paid in kind are presented as a component of other non-current liabilities (see Note 11, "Other Liabilities" ) and bear interest per annum at their respective Guarantee Fee rate (as set forth in the table below). Guarantee Fees paid in cash are included in cash flows from operating activities in our condensed consolidated statements of cash flows. Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2018 Euro Term Loan 1.50 % 0.21 % (1) 5.54 % 7.25 % 2019 Euro Term Loan 1.50 % 0.31 % 5.44 % 7.25 % 2021 Euro Term Loan 1.50 % 0.28 % 5.47 % 7.25 % 2021 Revolving Credit Facility (2) 9.33 % (3) — % — % 9.33 % (1) Effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14% , with a corresponding increase in the Guarantee Fee rate, such that the all-in borrowing rate following an improvement of our net leverage ratio will be 6.00% unless our net leverage ratio changes. (2) As at September 30, 2017 , the 2021 Revolving Credit Facility was undrawn. (3) Based on the three month LIBOR of 1.33% as at September 30, 2017 . 2021 Revolving Credit Facility As at September 30, 2017 , we had no balance outstanding under the US$ 115.0 million revolving credit facility (the “2021 Revolving Credit Facility”), all of which was available to be drawn. The aggregate principal amount available decreases to US$ 50.0 million with effect from January 1, 2018 or, if earlier, upon the repayment of amounts owing in respect of the 2018 Euro Term Loan with the expected proceeds from the sale of our Croatia and Slovenia operations (see Note 3, "Discontinued Operations and Assets Held for Sale" ). The 2021 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternative base rate plus 7.0% or an amount equal to the greater of (i) an adjusted LIBOR and (ii) 1.0% , plus, in each case, 8.0% , with the first 5.0% payable in cash and the remainder payable at our election in cash or in kind by adding such accrued interest to the applicable principal amount outstanding under the 2021 Revolving Credit Facility. The interest rate on the 2021 Revolving Credit Facility is determined on the basis of our net leverage ratio (as defined in the Reimbursement Agreement) and ranges from LIBOR (subject to a floor of 1.0% ) plus 9.0% (if our net leverage is greater than or equal to seven times) to 7.0% per annum (if our net leverage ratio is less than five times). The maturity date of the 2021 Revolving Credit Facility is February 19, 2021. When drawn, the 2021 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. The 2021 Revolving Credit Facility is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The 2021 Revolving Credit Facility agreement contains limitations on our ability to incur indebtedness, incur guarantees, grant liens, pay dividends or make other distributions, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, make certain investments, acquisitions and loans, and conduct certain asset sales. The agreement also contains maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios, and has covenants in respect of incurring indebtedness, the provision of guarantees, making investments and disposals, granting security and certain events of defaults. Other Credit Facilities and Capital Lease Obligations Other credit facilities and capital lease obligations comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Credit facilities (1) – (3) $ — $ — Capital leases 7,778 3,427 Total credit facilities and capital leases 7,778 3,427 Less: current maturities (2,425 ) (1,228 ) Total non-current credit facilities and capital leases $ 5,353 $ 2,199 (1) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances deposited with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at September 30, 2017 , we had deposits of US$ 26.2 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, 2016 , we had deposits of US$ 16.4 million in and no drawings on the BMG cash pool. (2) As at September 30, 2017 and December 31, 2016 , there were no drawings outstanding under a CZK 575.0 million (approximately US$ 26.1 million ) factoring framework agreement with Factoring České spořitelny, a.s. Under this facility, up to CZK 575.0 million (approximately US$ 26.1 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. (3) As at September 30, 2017 and December 31, 2016 , there were RON 67.8 million (approximately US$ 17.4 million ) and RON 105.7 million (approximately US$ 24.6 million ), respectively, of receivables factored under a factoring framework agreement with Global Funds IFN S.A. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable. Total Group At September 30, 2017 , the maturity of our long-term debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: 2017 $ — 2018 237,064 2019 277,837 2020 — 2021 553,465 2022 and thereafter — Total long-term debt and credit facilities 1,068,366 Debt issuance costs (6,566 ) Carrying amount of long-term debt and credit facilities $ 1,061,800 Capital Lease Commitments We lease certain of our office and broadcast facilities as well as machinery and equipment under various leasing arrangements. The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at September 30, 2017 : 2017 $ 696 2018 2,512 2019 2,153 2020 1,872 2021 708 2022 and thereafter — Total undiscounted payments 7,941 Less: amount representing interest (163 ) Present value of net minimum lease payments $ 7,778 |
PROGRAM RIGHTS
PROGRAM RIGHTS | 9 Months Ended |
Sep. 30, 2017 | |
PROGRAM RIGHTS [Abstract] | |
PROGRAM RIGHTS | 6. PROGRAM RIGHTS Program rights comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Program rights: Acquired program rights, net of amortization $ 165,283 $ 146,070 Less: current portion of acquired program rights (70,510 ) (69,662 ) Total non-current acquired program rights 94,773 76,408 Produced program rights – feature films: Released, net of amortization 983 1,039 Produced program rights – television programs: Released, net of amortization 49,286 43,970 Completed and not released 9,414 2,592 In production 33,181 19,109 Development and pre-production 847 310 Total produced program rights 93,711 67,020 Total non-current acquired program rights and produced program rights $ 188,484 $ 143,428 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE | 7. ACCOUNTS RECEIVABLE Accounts receivable comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Unrelated customers $ 132,051 $ 149,957 Less: allowance for bad debts and credit notes (9,645 ) (8,586 ) Total accounts receivable $ 122,406 $ 141,371 |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets [Abstract] | |
OTHER ASSETS | 8. OTHER ASSETS Other current and non-current assets comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Current: Prepaid acquired programming $ 18,089 $ 19,123 Other prepaid expenses 6,657 4,610 VAT recoverable 358 635 Income taxes recoverable 321 166 Other 2,772 3,007 Total other current assets $ 28,197 $ 27,541 September 30, 2017 December 31, 2016 Non-current: Capitalized debt costs $ 13,764 $ 15,019 Deferred tax 5,282 4,550 Other 1,319 1,704 Total other non-current assets $ 20,365 $ 21,273 Capitalized debt costs are being amortized over the term of the 2021 Revolving Credit Facility using the straight-line method. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 9. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Land and buildings $ 84,300 $ 72,820 Machinery, fixtures and equipment 190,869 160,097 Other equipment 15,689 13,682 Software licenses 50,152 40,627 Construction in progress 2,092 5,311 Total cost 343,102 292,537 Less: accumulated depreciation (242,794 ) (203,457 ) Total net book value $ 100,308 $ 89,080 Assets held under capital leases (included in the above) Machinery, fixtures and equipment $ 12,875 $ 6,338 Total cost 12,875 6,338 Less: accumulated depreciation (4,382 ) (2,579 ) Total net book value $ 8,493 $ 3,759 The movement in the net book value of property, plant and equipment during the nine months ended September 30, 2017 and 2016 was comprised of: For the Nine Months Ended September 30, 2017 2016 Opening balance $ 89,080 $ 87,943 Additions 18,547 15,163 Disposals (71 ) (43 ) Depreciation (19,345 ) (17,134 ) Foreign currency movements 12,097 2,545 Ending balance $ 100,308 $ 88,474 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Accounts payable and accrued expenses $ 54,416 $ 45,037 Related party accounts payable 69 194 Programming liabilities 25,265 26,603 Related party programming liabilities 17,065 17,126 Duties and other taxes payable 7,797 10,325 Accrued staff costs 17,439 16,476 Accrued interest payable 3,228 2,935 Related party accrued interest payable (including Guarantee Fees) 24,176 9,588 Income taxes payable 7,159 5,091 Other accrued liabilities 708 1,003 Total accounts payable and accrued liabilities $ 157,322 $ 134,378 |
OTHER LIABILITIES
OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities [Abstract] | |
OTHER LIABILITIES | 11. OTHER LIABILITIES Other current and non-current liabilities comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Current: Deferred revenue $ 19,413 $ 4,979 Legal provision 2,926 2,412 Other 1,196 1,076 Total other current liabilities $ 23,535 $ 8,467 September 30, 2017 December 31, 2016 Non-current: Deferred tax $ 21,527 $ 19,710 Related party Commitment Fee payable (1) 10,322 9,905 Related party Guarantee Fee payable (Note 5) 49,682 34,492 Other 5,699 3,856 Total other non-current liabilities $ 87,230 $ 67,963 (1) Represents the commitment fee (the "Commitment Fee") payable to Time Warner, including accrued interest, in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and us whereby Time Warner agreed to provide or assist with arranging a loan facility to repay our 5.0% senior convertible notes at maturity in November 2015. The Commitment Fee is payable by November 1, 2019, the maturity date of the 2019 Euro Term Loan, or earlier if the repayment of the 2019 Euro Term Loan is accelerated. The Commitment Fee bears interest at 8.5% per annum and such interest is payable in arrears on each May 1 and November 1, and may be paid in cash or in kind, at our election. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS ASC 820, “Fair Value Measurements and Disclosure”, establishes a hierarchy that prioritizes the inputs to those valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Basis of Fair Value Measurement Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments. Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to the short-term nature of these items. The fair value of our long-term debt is included in Note 5, "Long-term Debt and Other Financing Arrangements" . Hedging Activities Cash Flow Hedges of Interest Rate Risk We are party to interest rate swap agreements to mitigate our exposure to interest rate fluctuations on the outstanding principal amount of the Euro Term Loans. These interest rate swaps, designated as cash flow hedges, provide us with variable-rate cash receipts in exchange for fixed-rate payments over the lives of the agreements, with no exchange of the underlying notional amount. These instruments are carried at fair value on our condensed consolidated balance sheets as other current and other non-current liabilities based on their maturity, and the effective portion of the changes in the fair value is recorded in accumulated other comprehensive income / loss and subsequently reclassified to interest expense when the hedged item affects earnings. The ineffective portion of changes in the fair value is recognized immediately in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. For the three and nine months ended September 30, 2017 and 2016 , we did not recognize any charges related to hedge ineffectiveness. Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2017 April 5, 2016 5 Interest rate swap EUR 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan $ (1,798 ) April 5, 2016 4 Interest rate swap EUR 200,800 November 1, 2018 Interest rate hedge underlying 2018 Euro Term Loan, forward starting on November 1, 2017 $ (338 ) November 10, 2015 3 Interest rate swap EUR 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (1,587 ) November 14, 2014 2 Interest rate swap EUR 200,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (52 ) We value the interest rate swap agreements using a valuation model which calculates the fair value on the basis of the net present value of the estimated future cash flows. The most significant input used in the valuation model is the expected EURIBOR-based yield curve. These instruments were allocated to Level 2 of the fair value hierarchy because the critical inputs to this model, including current interest rates, relevant yield curves and the known contractual terms of the instruments, were readily observable. In August we settled in part the interest rate swaps underlying the 2018 Euro Term Loan to align with the EUR 50.0 million reduction of the principal balance of that loan following the repayment on August 1, 2017 (see Note 5, "Long-term Debt and Other Financing Arrangements" ). Changes in fair value for the settled portion of these interest rate swaps is recognized within other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. The expected proceeds from the sale of the Croatia and Slovenia segments will be used to satisfy amounts owing in respect of the 2018 Euro Term Loan (see Note 5, "Long-term Debt and Other Financing Arrangements" ). It is probable the sale will complete prior to the initial interest payment on the interest rate swap maturing November 1, 2018 which precludes recognition of the effective portion of the changes in fair value within accumulated other comprehensive income / loss. All related fair value adjustments and those previously recognized in accumulated other comprehensive income / loss are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss (see Note 14, "Equity" ). Foreign Currency Risk We have entered into the below forward foreign exchange contracts to reduce our exposure to movements in foreign exchange rates related to contractual payments under certain dollar-denominated agreements. Information relating to financial instruments as at September 30, 2017 is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2017 January 31, 2017 1 EUR / USD forward $ 7,720 December 21, 2017 USD-denominated operating payments $ (687 ) July 21, 2017 1 EUR / USD forward $ 18,530 December 20, 2017 USD-denominated operating payments $ (228 ) These forward foreign exchange contracts are considered economic hedges but were not designated as hedging instruments, so changes in the fair value of the derivatives were recorded in other non-operating income, net in the condensed consolidated statements of operations and comprehensive income / loss and in the condensed consolidated balance sheet in other current liabilities. We valued these contracts using an industry-standard pricing model which calculated the fair value on the basis of the net present value of the estimated future cash flows receivable or payable. These instruments were allocated to Level 2 of the fair value hierarchy because the critical inputs to this model, including foreign exchange forward rates and the known contractual terms of the instruments, were readily observable. Fair Value of Derivatives The change in fair value of derivatives not recognized within accumulated other comprehensive income / loss comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Loss on currency swaps $ (696 ) $ (398 ) $ (1,428 ) $ (11,904 ) Loss on interest rate swaps (454 ) — (454 ) — Change in fair value of derivatives $ (1,150 ) $ (398 ) $ (1,882 ) $ (11,904 ) |
CONVERTIBLE REDEEMABLE PREFERRE
CONVERTIBLE REDEEMABLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
CONVERTIBLE REDEEMABLE PREFERRED STOCK | 13. CONVERTIBLE REDEEMABLE PREFERRED SHARES 200,000 shares of our Series B Convertible Redeemable Preferred Stock, par value US$ 0.08 per share (the “Series B Preferred Shares”), were issued and outstanding as at September 30, 2017 and December 31, 2016 . As at September 30, 2017 and December 31, 2016 , the carrying value of the Series B Preferred Shares was US$ 262.1 million and US$ 254.9 million , respectively. The Series B Preferred Shares are held by Time Warner Media Holdings B.V. ("TW Investor"). As of September 30, 2017 , the 200,000 Series B Preferred Shares were convertible into approximately 108.1 million shares of Class A common stock. The initial stated value of the Series B Preferred Shares of US$ 1,000 per share accretes at an annual rate of 3.75% , compounded quarterly, from June 25, 2016 to June 24, 2018. We have the right to pay cash to the holder in lieu of any further accretion. Each Series B Preferred Share may, at the holder's option, be converted into the number of shares of our Class A common stock determined by dividing (i) the accreted stated value plus accrued but unpaid dividends, if any, in each case as of the conversion date, by (ii) the conversion price, which was approximately US$ 2.42 at September 30, 2017 , but is subject to adjustment from time to time pursuant to customary weighted-average anti-dilution provisions with respect to our issuances of equity or equity-linked securities at a price below the then-applicable conversion price (excluding any securities issued under our benefit plans at or above fair market value). We have the right to redeem the Series B Preferred Shares in whole or in part upon 30 days ' written notice. The redemption price of each outstanding Series B Preferred Share is equal to its accreted stated value plus accrued but unpaid dividends, if any, in each case as of the redemption date specified in the redemption notice. After receipt of a redemption notice, each holder of Series B Preferred Shares will have the right to convert, prior to the date of redemption, all or part of such Series B Preferred Shares to be redeemed by us into shares of our Class A common stock in accordance with the terms of conversion described above. Holders of the Series B Preferred Shares have no voting rights on any matter presented to holders of any class of our capital stock, with the exception that they may vote with holders of shares of our Class A common stock (i) with respect to a change of control event or (ii) as provided by our Bye-laws or applicable Bermuda law. Holders of Series B Preferred Shares will participate in any dividends declared or paid on our Class A common stock on an as-converted basis. The Series B Preferred Shares rank pari passu with our Series A Convertible Preferred Stock and senior to all other equity securities of the Company in respect of payment of dividends and distribution of assets upon liquidation. The Series B Preferred Shares have such other rights, powers and preferences as are set forth in the Certificate of Designation for the Series B Preferred Shares. We concluded that the Series B Preferred Shares were not considered a liability and that the embedded conversion feature in the Series B Preferred Shares was clearly and closely related to the host contract and therefore did not need to be bifurcated. The Series B Preferred Shares are required to be classified outside of permanent equity because such shares can be redeemed for cash in certain circumstances. The Series B Preferred Shares are carried on the balance sheet at redemption value. As the Series B Preferred Shares are redeemable, we have accreted changes in the redemption value since issuance. For the three and nine months ended September 30, 2017 and 2016 , we recognized accretion on the Series B Preferred Shares of US$ 2.5 million and US$ 7.2 million ; and US$ 2.4 million and US$ 11.3 million , respectively, with corresponding decreases in additional paid-in capital. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
EQUITY | 14. EQUITY Preferred Stock 5,000,000 shares of Preferred Stock were authorized as at September 30, 2017 and December 31, 2016 . One share of Series A Convertible Preferred Stock (the "Series A Preferred Share") was issued and outstanding as at September 30, 2017 and December 31, 2016 . The Series A Preferred Share is convertible into 11,211,449 shares of Class A common stock on the date that is 61 days after the date on which the ownership of our outstanding shares of Class A common stock by a group that includes TW Investor and its affiliates would not be greater than 49.9% . The Series A Preferred Share is entitled to one vote per each share of Class A common stock into which it is convertible and has such other rights, powers and preferences, including potential adjustments to the number of shares of Class A common stock to be issued upon conversion, as are set forth in the Certificate of Designation for the Series A Preferred Share. 200,000 shares of Series B Preferred Shares were issued and outstanding as at September 30, 2017 and December 31, 2016 (see Note 13, "Convertible Redeemable Preferred Shares" ). As of September 30, 2017 , the 200,000 Series B Preferred Shares were convertible into approximately 108.1 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 September 30, 2017 and December 31, 2016 . The rights of the holders of Class A common stock and Class B common stock are identical except for voting rights. The shares of Class A common stock are entitled to one vote per share and the shares of Class B common stock are entitled to ten votes per share. Shares of Class B common stock are convertible into shares of Class A common stock on a one -for- one basis for no additional consideration. Holders of each class of shares are entitled to receive dividends and upon liquidation or dissolution are entitled to receive all assets available for distribution to holders of our common stock. Under our Bye-laws, the holders of each class have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. There were 144.9 million and 143.4 million shares of Class A common stock outstanding at September 30, 2017 and December 31, 2016 , respectively, and no shares of Class B common stock outstanding at September 30, 2017 or December 31, 2016 . As at September 30, 2017 , TW Investor owns 42.4% of the outstanding shares of Class A common stock and has a 46.5% voting interest in the Company due to its ownership of the Series A Preferred Share. Warrants On May 2, 2014, we issued 114,000,000 warrants in connection with a rights offering. Each warrant may be exercised until May 2, 2018 and entitles the holder thereof to receive one share of our Class A common stock at an exercise price of US$ 1.00 per share in cash. During the nine months ended September 30, 2017 , 563,325 warrants were exercised resulting in net proceeds to us of approximately US$ 0.6 million . As at September 30, 2017 , 106,439,720 warrants remained outstanding. Time Warner and TW Investor collectively hold 100,926,996 of these warrants. The warrants are classified in additional paid-in capital, a component of equity, and are not subject to subsequent revaluation. Accumulated Other Comprehensive Loss The movement in accumulated other comprehensive loss during the nine months ended September 30, 2017 comprised the following: Currency translation adjustment, net (Loss) / Gain on derivative instruments designated as hedging instruments TOTAL Accumulated Other Comprehensive Loss BALANCE December 31, 2016 $ (239,537 ) $ (4,451 ) $ (243,988 ) Other comprehensive income / (loss) before reclassifications: Foreign exchange gain on intercompany transactions (1) 7,824 — 7,824 Foreign exchange gain on the Series B Preferred Shares 29,284 — 29,284 Currency translation adjustment 5,891 — 5,891 Change in the fair value of hedging instruments — (1,484 ) (1,484 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value reclassified to interest expense — 2,120 2,120 Changes in fair value reclassified to other non-operating income, net (2) — 447 447 Net other comprehensive income 42,999 1,083 44,082 BALANCE September 30, 2017 $ (196,538 ) $ (3,368 ) $ (199,906 ) (1) Represents foreign exchange gains on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. (2) We will repay the 2018 Euro Term Loan with the expected proceeds from the sale of the Croatia and Slovenia segments (see Note 5, "Long-term Debt and Other Financing Arrangements" ). It is probable the sale will complete prior to the initial interest payment on the interest rate swap maturing on November 1, 2018 which precludes recognition of the effective portion of the changes in fair value within accumulated other comprehensive income / loss. All related changes in fair value and those previously recognized in accumulated other comprehensive income / loss are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. See Note 12, "Financial Instruments and Fair Value Measurements" . |
INTEREST EXPENSE
INTEREST EXPENSE | 9 Months Ended |
Sep. 30, 2017 | |
Interest Expense [Abstract] | |
INTEREST EXPENSE | 15. INTEREST EXPENSE Interest expense comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Interest on long-term debt and other financing arrangements $ 16,850 $ 21,000 $ 50,491 $ 70,236 Amortization of capitalized debt issuance costs 1,502 1,424 4,282 7,459 Amortization of debt issuance discount — — — 12,945 Total interest expense $ 18,352 $ 22,424 $ 54,773 $ 90,640 We paid cash interest (including mandatory cash-pay Guarantee Fees) of US$ 22.2 million and US$ 38.3 million during the nine months ended September 30, 2017 and 2016 , respectively. In addition, we paid US$ 1.4 million and US$ 5.5 million of Guarantee Fees in cash during the nine months ended September 30, 2017 and 2016 , respectively, for which we had the option to pay in kind. Interest expense related to the 2018 Euro Term Loan has been allocated to results from discontinued operations (see Note 3, "Discontinued Operations and Assets Held for Sale" ). |
OTHER NONOPERATING EXPENSE, NET
OTHER NONOPERATING EXPENSE, NET | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER NON-OPERATING INCOME / EXPENSE | 16. OTHER NON-OPERATING INCOME / EXPENSE Other non-operating income / expense comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Interest income $ 139 $ 89 $ 326 $ 466 Foreign currency exchange gain, net 4,609 602 14,085 13,099 Change in fair value of derivatives (Note 12) (1,150 ) (398 ) (1,882 ) (11,904 ) Other income / (expense), net 45 57 254 (23 ) Total other non-operating income $ 3,643 $ 350 $ 12,783 $ 1,638 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 17. STOCK-BASED COMPENSATION Under our 2015 Stock Incentive Plan (the "2015 Plan"), 6,000,000 shares of Class A common stock are authorized for grants of stock options, restricted stock units ("RSU"), restricted stock and stock appreciation rights to employees and non-employee directors. In addition, any shares available under our Amended and Restated Stock Incentive Plan (which expired on June 1, 2015), including in respect of any awards that expire, terminate or are forfeited, will be available for awards under the 2015 Plan. Under the 2015 Plan, awards are made to employees and directors at the discretion of the Compensation Committee. Any awards previously issued under the Amended and Restated Stock Incentive Plan will continue to be governed by the terms of that plan. For the three and nine months ended September 30, 2017 and 2016 , we recognized charges for stock-based compensation of US$ 0.5 million and US$ 2.1 million ; and US$ 0.7 million and US$ 2.5 million , respectively, presented as a component of selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive income / loss. The charge for stock-based compensation in our condensed consolidated statement of operations and comprehensive income / loss was as follows: For the Three Months For the Nine Months 2017 2016 2017 2016 Stock-based compensation expense from continuing operations $ 431 $ 722 $ 2,044 $ 2,364 Stock-based compensation expense from discontinued operations 34 26 96 101 Stock Options There was no option activity during the nine months ended September 30, 2017 . The summary of stock options outstanding as at September 30, 2017 and December 31, 2016 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2016 2,011,392 $ 2.32 8.58 $ 453 Outstanding at September 30, 2017 2,011,392 2.32 7.83 3,470 Vested and expected to vest 2,011,392 2.32 7.83 3,470 Exercisable at September 30, 2017 902,848 $ 2.31 7.76 $ 1,572 The fair value of stock options is estimated on the grant date using the Black-Scholes option-pricing model and recognized ratably over the requisite service period. The aggregate intrinsic value (the difference between the stock price on the last day of trading of the third quarter of September 30, 2017 and the exercise prices multiplied by the number of in-the-money options) represents the value that would have been received by the option holders had they exercised all in-the-money options as at September 30, 2017 . This amount changes based on the fair value of our Class A common stock. As at September 30, 2017 , there was US$ 1.4 million of unrecognized compensation expense related to stock options which is expected to be recognized over a weighted-average period of 1.9 years . Restricted Stock Units Each RSU represents a right to receive one share of Class A common stock according to its vesting conditions. The majority of RSU issued have time-based vesting conditions and vest ratably over one to four years from the date of grant. Vesting of RSU with performance-based vesting conditions ("PRSU") is contingent on the achievement of cumulative OIBDA and unlevered free cash flow targets over a multi-year period. Upon vesting, shares of Class A common stock are issued from authorized but unissued shares. Holders of RSU and PRSU awards are not entitled to receive cash dividend equivalents and are not entitled to vote. The grant date fair values of RSU and PRSU are calculated as the closing price of our Class A common stock on the date of grant. The following table summarizes information about unvested RSU and PRSU as at September 30, 2017 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2016 2,542,625 $ 2.61 Granted 1,158,887 3.62 Vested (912,246 ) 2.65 Forfeited (75,582 ) 1.53 Unvested at September 30, 2017 2,713,684 $ 3.06 As at September 30, 2017 , the intrinsic value of unvested RSUs was US$ 11.0 million . Total unrecognized compensation cost related to unvested RSUs as at September 30, 2017 was US$ 5.1 million and is expected to be recognized over a weighted-average period of 2.1 years . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 18. EARNINGS PER SHARE We determined that the Series B Preferred Shares are a participating security, and accordingly, our basic and diluted net income / loss per share is calculated using the two-class method. Under the two-class method, basic net income / loss per common share is computed by dividing the net income available to common shareholders after deducting contractual amounts of accretion on our Series B Preferred Shares by the weighted-average number of common shares outstanding during the period. Diluted net income / loss per share is computed by dividing the adjusted net income by the weighted-average number of dilutive shares outstanding during the period. The components of basic and diluted earnings per share are as follows: For the Three Months For the Nine Months 2017 2016 2017 2016 (Loss) / income from continuing operations $ (1,945 ) $ (11,769 ) $ 17,338 $ (185,795 ) Net loss attributable to noncontrolling interests 188 196 534 387 Less: preferred share accretion paid in kind (Note 13) (2,454 ) (2,364 ) (7,216 ) (11,314 ) Less: income allocated to Series B Preferred Shares — — (4,334 ) — (Loss) / income from continuing operations available to common shareholders, net of noncontrolling interest (4,211 ) (13,937 ) 6,322 (196,722 ) Loss from discontinued operations, net of tax (Note 3) (5,988 ) (8,054 ) (8,747 ) (15,971 ) Net loss attributable to CME Ltd. available to common shareholders — basic (10,199 ) (21,991 ) (2,425 ) (212,693 ) Effect of dilutive securities Dilutive effect of Series B Preferred Shares — — — — Net loss attributable to CME Ltd. available to common shareholders — diluted $ (10,199 ) $ (21,991 ) $ (2,425 ) $ (212,693 ) Weighted average outstanding shares of common stock — basic (1) 156,189 153,494 155,579 149,898 Dilutive effect of common stock warrants, employee stock options and RSUs — — 78,182 — Weighted average outstanding shares of common stock — diluted 156,189 153,494 233,761 149,898 Net (loss) / income per share: Continuing operations — basic $ (0.03 ) $ (0.09 ) $ 0.04 $ (1.31 ) Continuing operations — diluted (0.03 ) (0.09 ) 0.03 (1.31 ) Discontinued operations — basic (0.04 ) (0.05 ) (0.06 ) (0.11 ) Discontinued operations — diluted (0.04 ) (0.05 ) (0.06 ) (0.11 ) Net loss attributable to CME Ltd. — basic (0.07 ) (0.14 ) (0.02 ) (1.42 ) Net loss attributable to CME Ltd. — diluted (0.07 ) (0.14 ) (0.02 ) (1.42 ) (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. The following weighted-average, equity awards and convertible shares were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive for the periods presented: For the Three Months For the Nine Months 2017 2016 2017 2016 Employee stock options — 2,014 — 2,014 RSUs 719 1,290 719 1,469 Series B Preferred Shares 107,643 103,699 — 104,182 Total 108,362 107,003 719 107,665 These instruments may become dilutive in the future. As set forth in the Certificate of Designation for the Series B Preferred Shares, the holders of our Series B Preferred Shares are not contractually obligated to share in our losses. |
SEGMENT DATA
SEGMENT DATA | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | 19. SEGMENT DATA We manage our business on a geographical basis, with four operating segments: Bulgaria, the Czech Republic, Romania and the Slovak Republic, which are also our reportable segments and our main operating countries. These segments reflect how CME Ltd.’s operating performance is evaluated by our chief operating decision makers, who we have identified as our co-Chief Executive Officers; how operations are managed by segment managers; and the structure of our internal financial reporting. Our segments generate revenues primarily from the sale of advertising and sponsorship on our channels. This is supplemented by revenues from cable and satellite television service providers that carry our channels on their platforms and from revenues through the sale of distribution rights to third parties. Intersegment revenues and profits have been eliminated in consolidation. We evaluate our consolidated results and the performance of our segments based on net revenues and OIBDA (as defined below). We believe OIBDA is useful to investors because it provides a meaningful representation of our performance as it excludes certain items that either do not impact our cash flows or the operating results of our operations. OIBDA is also used as a component in determining management bonuses. OIBDA includes amortization and impairment of program rights and is calculated as operating income / loss before depreciation, amortization of intangible assets, impairments of assets and certain unusual or infrequent items that are not considered by our chief operating decision makers when evaluating our performance. Stock-based compensation and certain other items are not allocated to our segments for purposes of evaluating their performance and therefore are not included in their respective OIBDA. Below are tables showing our net revenues, OIBDA, total assets, capital expenditures and long-lived assets for our continuing operations by segment for the three and nine months ended September 30, 2017 and 2016 for condensed consolidated statements of operations and comprehensive income / loss data and condensed consolidated statements of cash flow data; and as at September 30, 2017 and December 31, 2016 for condensed consolidated balance sheet data. Net revenues: For the Three Months For the Nine Months 2017 2016 2017 2016 Bulgaria $ 16,039 $ 13,789 $ 52,118 $ 50,103 Czech Republic 42,681 39,031 135,526 128,558 Romania 40,469 36,970 127,983 118,269 Slovak Republic 20,384 17,864 63,348 59,466 Intersegment revenues (1) (142 ) (127 ) (917 ) (249 ) Total net revenues $ 119,431 $ 107,527 $ 378,058 $ 356,147 (1) Reflects revenues earned from the sale of content to our other segments. All other revenues are third party revenues. OIBDA and reconciliation of OIBDA to condensed consolidated statements of operations and comprehensive income / loss: For the Three Months For the Nine Months 2017 2016 2017 2016 Bulgaria $ 2,537 $ 1,943 $ 6,973 $ 8,966 Czech Republic 12,618 13,180 49,130 46,353 Romania 15,496 12,606 52,450 45,030 Slovak Republic 2,944 (383 ) 11,339 5,168 Elimination 10 6 27 9 Total operating segments 33,605 27,352 119,919 105,526 Corporate (8,460 ) (8,028 ) (22,026 ) (22,074 ) Total OIBDA 25,145 19,324 97,893 83,452 Depreciation of property, plant and equipment (6,936 ) (5,801 ) (19,345 ) (17,134 ) Amortization of broadcast licenses and other intangibles (2,187 ) (2,073 ) (6,349 ) (6,247 ) Operating income 16,022 11,450 72,199 60,071 Interest expense (Note 15) (18,352 ) (22,424 ) (54,773 ) (90,640 ) Loss on extinguishment of debt (Note 5) (101 ) — (101 ) (150,158 ) Non-operating income, net (Note 16) 3,643 350 12,783 1,638 Income / (loss) before tax $ 1,212 $ (10,624 ) $ 30,108 $ (179,089 ) Total assets (1) : September 30, 2017 December 31, 2016 Bulgaria $ 146,813 $ 130,873 Czech Republic 801,791 700,190 Romania 294,202 266,132 Slovak Republic 156,006 131,220 Total operating segments 1,398,812 1,228,415 Corporate 38,707 40,786 Assets held for sale 135,171 121,516 Total assets $ 1,572,690 $ 1,390,717 (1) Segment assets exclude any intercompany balances. Capital expenditures: For the Nine Months Ended September 30, 2017 2016 Bulgaria $ 2,487 $ 2,828 Czech Republic 6,768 4,317 Romania 4,369 5,027 Slovak Republic 1,520 1,286 Total operating segments 15,144 13,458 Corporate 1,245 1,392 Total capital expenditures $ 16,389 $ 14,850 Long-lived assets (1) : September 30, 2017 December 31, 2016 Bulgaria $ 7,511 $ 6,280 Czech Republic 43,867 39,529 Romania 26,917 22,796 Slovak Republic 17,956 15,326 Total operating segments 96,251 83,931 Corporate 4,057 5,149 Total long-lived assets $ 100,308 $ 89,080 (1) Reflects property, plant and equipment, net. Consolidated revenue by type: For the Three Months For the Nine Months 2017 2016 2017 2016 Television advertising $ 93,830 $ 85,282 $ 303,486 $ 289,975 Carriage fees and subscriptions 21,547 17,940 61,597 53,323 Other 4,054 4,305 12,975 12,849 Total net revenues $ 119,431 $ 107,527 $ 378,058 $ 356,147 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES Commitments a) Programming Rights Agreements and Other Commitments At September 30, 2017 , we had total commitments of US$ 138.9 million ( December 31, 2016 : US$ 128.2 million ) in respect of future programming, including contracts signed with license periods starting after the balance sheet date. In addition, we have digital transmission obligations, future minimum operating lease payments for non-cancellable operating leases with remaining terms in excess of one year and other commitments as follows: Programming purchase obligations Other commitments Operating leases Capital expenditures 2017 $ 20,465 $ 6,802 $ 1,029 $ 2,055 2018 41,150 10,334 2,953 32 2019 32,450 11,733 1,436 13 2020 26,094 1,410 687 — 2021 12,115 429 514 — 2022 and thereafter 6,612 474 1,971 — Total $ 138,886 $ 31,182 $ 8,590 $ 2,100 Contingencies Litigation We are from time to time party to legal proceedings, arbitrations and regulatory proceedings arising in the normal course of our business operations, including the proceeding described below. We evaluate, on a quarterly basis, developments in such matters and provide accruals for such matters, as appropriate. In making such decisions, we consider the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of a loss. An unfavorable outcome in any such proceedings, if material, could have an adverse effect on our business or consolidated financial statements. In the fourth quarter of 2016, our Slovak subsidiary MARKIZA-SLOVAKIA, spol. s.r.o. (“Markiza”) was notified of claims that were filed in June 2016 in a court of first instance in Bratislava, the Slovak Republic to collect amounts allegedly owing under four promissory notes. These four promissory notes were purportedly issued in June 2000 by Pavol Rusko in his personal capacity and were purportedly guaranteed by Markiza under the signature of Mr. Rusko, who was an executive director of Markiza at that time as well as one of its shareholders. The notes purport to be issued in favor of Marian Kocner, a controversial Slovak businessman, and to a former associate of Mr. Kocner, and were supposedly assigned several times, ultimately to Sprava a inkaso zmeniek, s.r.o., a company owned by Mr. Kocner that is the plaintiff in these proceedings. Two of the notes allegedly matured in 2015 and the other two in 2016. The four notes purport to be in the aggregate amount of approximately EUR 69.0 million . Despite a random case assignment system in the Slovak Republic, claims in respect of three of the notes were initially assigned to the same judge. The judge who was assigned the claim in respect of the fourth promissory note (in the amount of approximately EUR 26.0 million ) terminated proceedings in January 2017 because the plaintiff failed to pay court fees. The plaintiff refiled this claim in June 2017; the judge who was assigned the refiled claim terminated proceedings in September after the plaintiff again failed to pay court fees. In responses to the claims in respect of the other three promissory notes that were filed in August 2017, Mr. Rusko asserted that he signed the three notes in June 2000. We do not believe that the notes were signed in June 2000 or that any of the notes are authentic. We are vigorously defending the claims. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS We consider our related parties to be our officers, directors and shareholders who have direct control and/or influence over the Company as well as other parties that can significantly influence management. We have identified transactions with individuals or entities associated with Time Warner, which is represented on our Board of Directors and holds a 46.5% voting interest in CME Ltd. as at September 30, 2017 , as material related party transactions. Time Warner For the Three Months For the Nine Months 2017 2016 2017 2016 Cost of revenues $ 4,504 $ 4,052 $ 11,696 $ 11,961 Interest expense 14,170 17,930 41,423 74,832 September 30, 2017 December 31, 2016 Programming liabilities $ 17,065 $ 17,126 Other accounts payable and accrued liabilities 69 194 Accrued interest payable (1) 24,176 9,588 Other non-current liabilities (2) 60,004 44,397 (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 5, "Long-term Debt and Other Financing Arrangements" . (2) Amount represents Guarantee Fees for which we have made an election to pay in kind and the Commitment Fee. See Note 5, "Long-term Debt and Other Financing Arrangements" . |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 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, 2016 filed with the Securities and Exchange Commission on February 9, 2017 . Our significant accounting policies have not changed since December 31, 2016 , except as noted below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with US GAAP for complete financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale We present our results of operations, financial position and cash flows of operations that have either been sold or that meet the criteria for "held-for-sale accounting" as discontinued operations if the disposal represents a strategic shift that will have a major effect on our operations and financial results. At the time an operation qualifies for held-for-sale accounting, the operation is evaluated to determine whether or not the carrying amount exceeds its fair value less cost to sell. Any loss as a result of carrying amounts in excess of fair value less cost to sell is recorded in the period the operation qualifies for held-for-sale accounting. Management judgment is required to (1) assess the criteria required to qualify for held-for-sale accounting, and (2) estimate fair value. Our Croatia and Slovenia operations are classified as discontinued operations and assets held for sale for all periods presented. See Note 3, "Discontinued Operations and Assets Held for Sale" . |
Basis of Consolidation | Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. |
Seasonality | Seasonality We experience seasonality, with advertising sales tending to be lowest during the third quarter of each calendar year due to the summer holiday period (typically July and August), and highest during the fourth quarter of each calendar year due to the holiday season. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Adopted On January 1, 2017 we adopted guidance issued by the Financial Accounting Standards Board (the “FASB”) which is intended to improve the accounting for the income tax consequences of intercompany transfers of assets other than inventory. The guidance requires an entity to recognize the income tax consequences of such transfers in the period in which the transfer occurs, rather than defer recognition of current and deferred income taxes for the transfer until the asset is sold to a third party. The early adoption of this guidance did not have a material impact on our condensed consolidated financial statements. Recent Accounting Pronouncements Issued In May 2014, the FASB issued guidance which is intended to improve the comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The guidance supersedes existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for our fiscal year beginning January 1, 2018. We have substantially completed our evaluation of the contractual terms of our significant revenue streams in each of our operating segments. While we are still in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements, we currently do not expect the impact of this new guidance to be material. We expect to adopt the standard in 2018 using the modified retrospective transition method. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing leasing assets and liabilities on the balance sheet and requiring additional disclosures about an entity's leasing arrangements. The guidance requires that a lessee recognize a liability to make lease payments and a right-of-use asset, with an available exception for leases shorter than twelve months. The guidance is effective for our fiscal year beginning January 1, 2019. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. In August 2016, the FASB issued guidance which is intended to reduce the existing diversity in practice related to specific cash flow issues. As applicable to us, the guidance requires that cash flows at the settlement of zero-coupon debt instruments or debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing be bifurcated between cash outflows for operating activities for the portion attributable to accrued interest, and cash outflows for financing activities for the portion attributable to the principal. The guidance requires a retrospective transition method and is effective for our fiscal year beginning January 1, 2018, with early adoption permitted. We expect to adopt this guidance as of January 1, 2018. Upon adoption, our net cash flows generated from / used in continuing operating activities for the year ended December 31, 2016 will decrease by US$ 110.7 million with a corresponding increase in net cash used in / provided by continuing financing activities. In January 2017, the FASB issued guidance which is intended to simplify goodwill impairment testing by eliminating Step 2, and instead recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds the fair value of the reporting unit. The guidance also eliminates the requirement to perform a qualitative analysis for reporting units with a negative carrying value. The guidance is effective for annual and interim impairment tests after January 1, 2020, with early adoption permitted for interim and annual impairment tests performed from January 1, 2017. We expect to early adopt the guidance in the fourth quarter of 2017. In August 2017, the FASB issued guidance which is intended to simplify the application of hedge accounting and increase transparency of information about an entity's risk management activities. The guidance changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. The guidance is effective for our fiscal year beginning January 1, 2019, with early adoption during interim periods permitted. All requirements and elections should be applied to hedging relationships existing on the date of adoption and reflected as of the beginning of the fiscal year of adoption. We are currently in the process of evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. |
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. |
DISCONTINUED OPERATIONS AND A29
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | The carrying amounts of the major classes of assets and liabilities of our discontinued operations that are classified as held for sale in the condensed consolidated balance sheets at September 30, 2017 and December 31, 2016 were: September 30, 2017 December 31, 2016 Assets held for sale Current assets held for sale Cash and cash equivalents $ 7,061 $ 2,853 Accounts receivable, net 29,064 36,969 Program rights, net 66,449 16,489 Property, plant and equipment, net 20,909 — Other current assets 11,688 4,931 Total current assets held for sale $ 135,171 $ 61,242 Non-current assets held for sale Program rights, net $ — $ 35,927 Property, plant and equipment, net — 20,008 Other non-current assets — 4,339 Total non-current assets held for sale $ — $ 60,274 Liabilities held for sale Current liabilities held for sale Accounts payable and accrued liabilities $ 27,922 $ 26,603 Other current liabilities 4,324 889 Total current liabilities held for sale $ 32,246 $ 27,492 Non-current liabilities held for sale Other non-current liabilities $ — $ 1,414 Total non-current liabilities held for sale $ — $ 1,414 Loss from discontinued operations, net of tax , comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Net revenues $ 22,742 $ 19,179 $ 80,973 $ 74,765 Cost of revenues 18,893 17,866 61,120 62,788 Selling, general and administrative expenses 5,394 4,378 14,484 12,004 Operating (loss) / income (1,545 ) (3,065 ) 5,369 (27 ) Interest expense (1) (4,913 ) (5,212 ) (14,220 ) (15,695 ) Other non-operating income / (expense), net 294 36 621 (8 ) Loss from discontinued operations, before tax (6,164 ) (8,241 ) (8,230 ) (15,730 ) Credit / (provision) for income taxes 176 187 (517 ) (241 ) Loss from discontinued operations, net of tax $ (5,988 ) $ (8,054 ) $ (8,747 ) $ (15,971 ) (1) For the nine months ended September 30, 2017 and 2016 , we paid US$ 9.6 million and US$ 24.5 million , respectively, of interest and Guarantee Fees (as defined below) associated with the 2018 Euro Term Loan (as defined below). These payments were allocated to Net cash provided by / (used in) discontinued operations - operating activities in our Condensed Consolidated Statements of Cash Flows as we are required to apply the expected proceeds from the sale of our Croatia and Slovenia operations towards the repayment of the remaining principal amounts owing in respect of the 2018 Euro Term Loan. (see Note 5, "Long-term Debt and Other Financing Arrangements" ). |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill by reporting unit as at September 30, 2017 and December 31, 2016 was as follows: Bulgaria Czech Republic Romania Slovak Republic Total Gross Balance, December 31, 2016 $ 171,389 $ 744,483 $ 82,786 $ 46,089 $ 1,044,747 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Balance, December 31, 2016 26,750 456,938 71,758 46,089 601,535 Foreign currency 3,208 75,461 7,386 5,552 91,607 Balance, September 30, 2017 29,958 532,399 79,144 51,641 693,142 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (443,212 ) Gross Balance, September 30, 2017 $ 174,597 $ 819,944 $ 90,172 $ 51,641 $ 1,136,354 |
Schedule of Finite-Lived and Indefinite-Lived Intengible Assets | Changes in the net book value of our other intangible assets as at September 30, 2017 and December 31, 2016 are summarized as follows: September 30, 2017 December 31, 2016 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 86,448 $ — $ 86,448 $ 76,731 $ — $ 76,731 Amortized: Broadcast licenses 213,532 (155,054 ) 58,478 184,195 (128,876 ) 55,319 Trademarks 420 (420 ) — 380 (380 ) — Customer relationships 57,813 (55,863 ) 1,950 51,338 (48,997 ) 2,341 Other 1,723 (1,526 ) 197 1,522 (1,208 ) 314 Total $ 359,936 $ (212,863 ) $ 147,073 $ 314,166 $ (179,461 ) $ 134,705 |
LONG-TERM DEBT AND OTHER FINA31
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Summary September 30, 2017 December 31, 2016 Long-term debt $ 1,061,800 $ 999,209 Other credit facilities and capital leases 7,778 3,427 Total long-term debt and other financing arrangements 1,069,578 1,002,636 Less: current maturities (2,425 ) (1,228 ) Total non-current long-term debt and other financing arrangements $ 1,067,153 $ 1,001,408 |
Schedule of Long-term Debt Instruments | Total long-term debt and credit facilities comprised the following at September 30, 2017 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2018 Euro Term Loan $ 237,064 $ (351 ) $ 236,713 2019 Euro Term Loan 277,837 (411 ) 277,426 2021 Euro Term Loan 553,465 (5,804 ) 547,661 2021 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 1,068,366 $ (6,566 ) $ 1,061,800 (1) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan (each as defined below and collectively, the “Euro Term Loans”) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility. |
Schedule of Senior Debt | Our long-term debt comprised the following at September 30, 2017 and December 31, 2016 : Carrying Amount Fair Value September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 2018 Euro Term Loan $ 236,713 $ 263,734 $ 225,679 $ 233,297 2019 Euro Term Loan 277,426 247,594 251,012 203,314 2021 Euro Term Loan 547,661 487,881 464,212 369,738 $ 1,061,800 $ 999,209 $ 940,903 $ 806,349 |
Schedule of Guarantor Obligations | We pay Guarantee Fees to Time Warner based on the amounts outstanding on the Euro Term Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the table below: Consolidated Net Leverage Cash Rate (1) PIK Fee Rate Total Rate (2) ≥ 7.0x 5.00 % 3.50 % 8.50 % < 7.0x - 6.0x 5.00 % 2.25 % 7.25 % < 6.0x - 5.0x 5.00 % 1.00 % 6.00 % < 5.0x 5.00 % — % 5.00 % (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. |
Schedule of Interest Rate Summary | Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2018 Euro Term Loan 1.50 % 0.21 % (1) 5.54 % 7.25 % 2019 Euro Term Loan 1.50 % 0.31 % 5.44 % 7.25 % 2021 Euro Term Loan 1.50 % 0.28 % 5.47 % 7.25 % 2021 Revolving Credit Facility (2) 9.33 % (3) — % — % 9.33 % (1) Effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14% , with a corresponding increase in the Guarantee Fee rate, such that the all-in borrowing rate following an improvement of our net leverage ratio will be 6.00% unless our net leverage ratio changes. (2) As at September 30, 2017 , the 2021 Revolving Credit Facility was undrawn. (3) Based on the three month LIBOR of 1.33% as at September 30, 2017 . |
Credit Facilities And Capital Lease Obligations | Other credit facilities and capital lease obligations comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Credit facilities (1) – (3) $ — $ — Capital leases 7,778 3,427 Total credit facilities and capital leases 7,778 3,427 Less: current maturities (2,425 ) (1,228 ) Total non-current credit facilities and capital leases $ 5,353 $ 2,199 (1) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances deposited with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at September 30, 2017 , we had deposits of US$ 26.2 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, 2016 , we had deposits of US$ 16.4 million in and no drawings on the BMG cash pool. (2) As at September 30, 2017 and December 31, 2016 , there were no drawings outstanding under a CZK 575.0 million (approximately US$ 26.1 million ) factoring framework agreement with Factoring České spořitelny, a.s. Under this facility, up to CZK 575.0 million (approximately US$ 26.1 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. (3) As at September 30, 2017 and December 31, 2016 , there were RON 67.8 million (approximately US$ 17.4 million ) and RON 105.7 million (approximately US$ 24.6 million ), respectively, of receivables factored under a factoring framework agreement with Global Funds IFN S.A. Under this facility, receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable. |
Maturity Of Senior Debt And Credit Facility | At September 30, 2017 , the maturity of our long-term debt and credit facilities, excluding any future elections to pay interest in kind, was as follows: 2017 $ — 2018 237,064 2019 277,837 2020 — 2021 553,465 2022 and thereafter — Total long-term debt and credit facilities 1,068,366 Debt issuance costs (6,566 ) Carrying amount of long-term debt and credit facilities $ 1,061,800 |
Schedule of Future Minimum Lease Payments for Capital Leases | The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at September 30, 2017 : 2017 $ 696 2018 2,512 2019 2,153 2020 1,872 2021 708 2022 and thereafter — Total undiscounted payments 7,941 Less: amount representing interest (163 ) Present value of net minimum lease payments $ 7,778 |
PROGRAM RIGHTS (Tables)
PROGRAM RIGHTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
PROGRAM RIGHTS [Abstract] | |
Schedule of Program Rights | Program rights comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Program rights: Acquired program rights, net of amortization $ 165,283 $ 146,070 Less: current portion of acquired program rights (70,510 ) (69,662 ) Total non-current acquired program rights 94,773 76,408 Produced program rights – feature films: Released, net of amortization 983 1,039 Produced program rights – television programs: Released, net of amortization 49,286 43,970 Completed and not released 9,414 2,592 In production 33,181 19,109 Development and pre-production 847 310 Total produced program rights 93,711 67,020 Total non-current acquired program rights and produced program rights $ 188,484 $ 143,428 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Unrelated customers $ 132,051 $ 149,957 Less: allowance for bad debts and credit notes (9,645 ) (8,586 ) Total accounts receivable $ 122,406 $ 141,371 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other current and non-current assets comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Current: Prepaid acquired programming $ 18,089 $ 19,123 Other prepaid expenses 6,657 4,610 VAT recoverable 358 635 Income taxes recoverable 321 166 Other 2,772 3,007 Total other current assets $ 28,197 $ 27,541 September 30, 2017 December 31, 2016 Non-current: Capitalized debt costs $ 13,764 $ 15,019 Deferred tax 5,282 4,550 Other 1,319 1,704 Total other non-current assets $ 20,365 $ 21,273 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Land and buildings $ 84,300 $ 72,820 Machinery, fixtures and equipment 190,869 160,097 Other equipment 15,689 13,682 Software licenses 50,152 40,627 Construction in progress 2,092 5,311 Total cost 343,102 292,537 Less: accumulated depreciation (242,794 ) (203,457 ) Total net book value $ 100,308 $ 89,080 Assets held under capital leases (included in the above) Machinery, fixtures and equipment $ 12,875 $ 6,338 Total cost 12,875 6,338 Less: accumulated depreciation (4,382 ) (2,579 ) Total net book value $ 8,493 $ 3,759 |
Property Plant And Equipment Rollforward | The movement in the net book value of property, plant and equipment during the nine months ended September 30, 2017 and 2016 was comprised of: For the Nine Months Ended September 30, 2017 2016 Opening balance $ 89,080 $ 87,943 Additions 18,547 15,163 Disposals (71 ) (43 ) Depreciation (19,345 ) (17,134 ) Foreign currency movements 12,097 2,545 Ending balance $ 100,308 $ 88,474 |
ACCOUNTS PAYABLE AND ACCRUED 36
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Accounts payable and accrued expenses $ 54,416 $ 45,037 Related party accounts payable 69 194 Programming liabilities 25,265 26,603 Related party programming liabilities 17,065 17,126 Duties and other taxes payable 7,797 10,325 Accrued staff costs 17,439 16,476 Accrued interest payable 3,228 2,935 Related party accrued interest payable (including Guarantee Fees) 24,176 9,588 Income taxes payable 7,159 5,091 Other accrued liabilities 708 1,003 Total accounts payable and accrued liabilities $ 157,322 $ 134,378 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities [Abstract] | |
Schedule of Other Liabilities | Other current and non-current liabilities comprised the following at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Current: Deferred revenue $ 19,413 $ 4,979 Legal provision 2,926 2,412 Other 1,196 1,076 Total other current liabilities $ 23,535 $ 8,467 September 30, 2017 December 31, 2016 Non-current: Deferred tax $ 21,527 $ 19,710 Related party Commitment Fee payable (1) 10,322 9,905 Related party Guarantee Fee payable (Note 5) 49,682 34,492 Other 5,699 3,856 Total other non-current liabilities $ 87,230 $ 67,963 (1) Represents the commitment fee (the "Commitment Fee") payable to Time Warner, including accrued interest, in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and us whereby Time Warner agreed to provide or assist with arranging a loan facility to repay our 5.0% senior convertible notes at maturity in November 2015. The Commitment Fee is payable by November 1, 2019, the maturity date of the 2019 Euro Term Loan, or earlier if the repayment of the 2019 Euro Term Loan is accelerated. The Commitment Fee bears interest at 8.5% per annum and such interest is payable in arrears on each May 1 and November 1, and may be paid in cash or in kind, at our election. |
FINANCIAL INSTRUMENTS AND FAI38
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Information relating to financial instruments is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2017 April 5, 2016 5 Interest rate swap EUR 468,800 February 21, 2021 Interest rate hedge underlying 2021 Euro Term Loan $ (1,798 ) April 5, 2016 4 Interest rate swap EUR 200,800 November 1, 2018 Interest rate hedge underlying 2018 Euro Term Loan, forward starting on November 1, 2017 $ (338 ) November 10, 2015 3 Interest rate swap EUR 235,335 November 1, 2019 Interest rate hedge underlying 2019 Euro Term Loan $ (1,587 ) November 14, 2014 2 Interest rate swap EUR 200,800 November 1, 2017 Interest rate hedge underlying 2018 Euro Term Loan $ (52 ) |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | We have entered into the below forward foreign exchange contracts to reduce our exposure to movements in foreign exchange rates related to contractual payments under certain dollar-denominated agreements. Information relating to financial instruments as at September 30, 2017 is as follows: Trade Date Number of Contracts Description Aggregate Notional Amount Maturity Date Objective Fair Value as at September 30, 2017 January 31, 2017 1 EUR / USD forward $ 7,720 December 21, 2017 USD-denominated operating payments $ (687 ) July 21, 2017 1 EUR / USD forward $ 18,530 December 20, 2017 USD-denominated operating payments $ (228 ) |
Schedule of Changes in Fair Value of Derivatives | The change in fair value of derivatives not recognized within accumulated other comprehensive income / loss comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Loss on currency swaps $ (696 ) $ (398 ) $ (1,428 ) $ (11,904 ) Loss on interest rate swaps (454 ) — (454 ) — Change in fair value of derivatives $ (1,150 ) $ (398 ) $ (1,882 ) $ (11,904 ) |
EQUITY AOCI (Tables)
EQUITY AOCI (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Loss The movement in accumulated other comprehensive loss during the nine months ended September 30, 2017 comprised the following: Currency translation adjustment, net (Loss) / Gain on derivative instruments designated as hedging instruments TOTAL Accumulated Other Comprehensive Loss BALANCE December 31, 2016 $ (239,537 ) $ (4,451 ) $ (243,988 ) Other comprehensive income / (loss) before reclassifications: Foreign exchange gain on intercompany transactions (1) 7,824 — 7,824 Foreign exchange gain on the Series B Preferred Shares 29,284 — 29,284 Currency translation adjustment 5,891 — 5,891 Change in the fair value of hedging instruments — (1,484 ) (1,484 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value reclassified to interest expense — 2,120 2,120 Changes in fair value reclassified to other non-operating income, net (2) — 447 447 Net other comprehensive income 42,999 1,083 44,082 BALANCE September 30, 2017 $ (196,538 ) $ (3,368 ) $ (199,906 ) (1) Represents foreign exchange gains on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. (2) We will repay the 2018 Euro Term Loan with the expected proceeds from the sale of the Croatia and Slovenia segments (see Note 5, "Long-term Debt and Other Financing Arrangements" ). It is probable the sale will complete prior to the initial interest payment on the interest rate swap maturing on November 1, 2018 which precludes recognition of the effective portion of the changes in fair value within accumulated other comprehensive income / loss. All related changes in fair value and those previously recognized in accumulated other comprehensive income / loss are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. See Note 12, "Financial Instruments and Fair Value Measurements" |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Interest Expense [Abstract] | |
Schedule of Interest Expense | Interest expense comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Interest on long-term debt and other financing arrangements $ 16,850 $ 21,000 $ 50,491 $ 70,236 Amortization of capitalized debt issuance costs 1,502 1,424 4,282 7,459 Amortization of debt issuance discount — — — 12,945 Total interest expense $ 18,352 $ 22,424 $ 54,773 $ 90,640 |
OTHER NONOPERATING EXPENSE, N41
OTHER NONOPERATING EXPENSE, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of other non-operating expense, net | Other non-operating income / expense comprised the following for the three and nine months ended September 30, 2017 and 2016 : For the Three Months For the Nine Months 2017 2016 2017 2016 Interest income $ 139 $ 89 $ 326 $ 466 Foreign currency exchange gain, net 4,609 602 14,085 13,099 Change in fair value of derivatives (Note 12) (1,150 ) (398 ) (1,882 ) (11,904 ) Other income / (expense), net 45 57 254 (23 ) Total other non-operating income $ 3,643 $ 350 $ 12,783 $ 1,638 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Charged | The charge for stock-based compensation in our condensed consolidated statement of operations and comprehensive income / loss was as follows: For the Three Months For the Nine Months 2017 2016 2017 2016 Stock-based compensation expense from continuing operations $ 431 $ 722 $ 2,044 $ 2,364 Stock-based compensation expense from discontinued operations 34 26 96 101 |
Schedule of Stock Options Activity | There was no option activity during the nine months ended September 30, 2017 . The summary of stock options outstanding as at September 30, 2017 and December 31, 2016 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2016 2,011,392 $ 2.32 8.58 $ 453 Outstanding at September 30, 2017 2,011,392 2.32 7.83 3,470 Vested and expected to vest 2,011,392 2.32 7.83 3,470 Exercisable at September 30, 2017 902,848 $ 2.31 7.76 $ 1,572 |
Schedule of Restricted Stock Unit Activity | The following table summarizes information about unvested RSU and PRSU as at September 30, 2017 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2016 2,542,625 $ 2.61 Granted 1,158,887 3.62 Vested (912,246 ) 2.65 Forfeited (75,582 ) 1.53 Unvested at September 30, 2017 2,713,684 $ 3.06 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 For the Nine Months 2017 2016 2017 2016 (Loss) / income from continuing operations $ (1,945 ) $ (11,769 ) $ 17,338 $ (185,795 ) Net loss attributable to noncontrolling interests 188 196 534 387 Less: preferred share accretion paid in kind (Note 13) (2,454 ) (2,364 ) (7,216 ) (11,314 ) Less: income allocated to Series B Preferred Shares — — (4,334 ) — (Loss) / income from continuing operations available to common shareholders, net of noncontrolling interest (4,211 ) (13,937 ) 6,322 (196,722 ) Loss from discontinued operations, net of tax (Note 3) (5,988 ) (8,054 ) (8,747 ) (15,971 ) Net loss attributable to CME Ltd. available to common shareholders — basic (10,199 ) (21,991 ) (2,425 ) (212,693 ) Effect of dilutive securities Dilutive effect of Series B Preferred Shares — — — — Net loss attributable to CME Ltd. available to common shareholders — diluted $ (10,199 ) $ (21,991 ) $ (2,425 ) $ (212,693 ) Weighted average outstanding shares of common stock — basic (1) 156,189 153,494 155,579 149,898 Dilutive effect of common stock warrants, employee stock options and RSUs — — 78,182 — Weighted average outstanding shares of common stock — diluted 156,189 153,494 233,761 149,898 Net (loss) / income per share: Continuing operations — basic $ (0.03 ) $ (0.09 ) $ 0.04 $ (1.31 ) Continuing operations — diluted (0.03 ) (0.09 ) 0.03 (1.31 ) Discontinued operations — basic (0.04 ) (0.05 ) (0.06 ) (0.11 ) Discontinued operations — diluted (0.04 ) (0.05 ) (0.06 ) (0.11 ) Net loss attributable to CME Ltd. — basic (0.07 ) (0.14 ) (0.02 ) (1.42 ) Net loss attributable to CME Ltd. — diluted (0.07 ) (0.14 ) (0.02 ) (1.42 ) (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average, equity awards and convertible shares were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive for the periods presented: For the Three Months For the Nine Months 2017 2016 2017 2016 Employee stock options — 2,014 — 2,014 RSUs 719 1,290 719 1,469 Series B Preferred Shares 107,643 103,699 — 104,182 Total 108,362 107,003 719 107,665 These instruments may become dilutive in the future. As set forth in the Certificate of Designation for the Series B Preferred Shares, the holders of our Series B Preferred Shares are not contractually obligated to share in our losses. |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | Net revenues: For the Three Months For the Nine Months 2017 2016 2017 2016 Bulgaria $ 16,039 $ 13,789 $ 52,118 $ 50,103 Czech Republic 42,681 39,031 135,526 128,558 Romania 40,469 36,970 127,983 118,269 Slovak Republic 20,384 17,864 63,348 59,466 Intersegment revenues (1) (142 ) (127 ) (917 ) (249 ) Total net revenues $ 119,431 $ 107,527 $ 378,058 $ 356,147 (1) Reflects revenues earned from the sale of content to our other segments. All other revenues are third party revenues. |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | OIBDA and reconciliation of OIBDA to condensed consolidated statements of operations and comprehensive income / loss: For the Three Months For the Nine Months 2017 2016 2017 2016 Bulgaria $ 2,537 $ 1,943 $ 6,973 $ 8,966 Czech Republic 12,618 13,180 49,130 46,353 Romania 15,496 12,606 52,450 45,030 Slovak Republic 2,944 (383 ) 11,339 5,168 Elimination 10 6 27 9 Total operating segments 33,605 27,352 119,919 105,526 Corporate (8,460 ) (8,028 ) (22,026 ) (22,074 ) Total OIBDA 25,145 19,324 97,893 83,452 Depreciation of property, plant and equipment (6,936 ) (5,801 ) (19,345 ) (17,134 ) Amortization of broadcast licenses and other intangibles (2,187 ) (2,073 ) (6,349 ) (6,247 ) Operating income 16,022 11,450 72,199 60,071 Interest expense (Note 15) (18,352 ) (22,424 ) (54,773 ) (90,640 ) Loss on extinguishment of debt (Note 5) (101 ) — (101 ) (150,158 ) Non-operating income, net (Note 16) 3,643 350 12,783 1,638 Income / (loss) before tax $ 1,212 $ (10,624 ) $ 30,108 $ (179,089 ) |
Reconciliation of Assets from Segment to Consolidated | Total assets (1) : September 30, 2017 December 31, 2016 Bulgaria $ 146,813 $ 130,873 Czech Republic 801,791 700,190 Romania 294,202 266,132 Slovak Republic 156,006 131,220 Total operating segments 1,398,812 1,228,415 Corporate 38,707 40,786 Assets held for sale 135,171 121,516 Total assets $ 1,572,690 $ 1,390,717 (1) Segment assets exclude any intercompany balances. |
Segment Reporting Capital Expenditure | Capital expenditures: For the Nine Months Ended September 30, 2017 2016 Bulgaria $ 2,487 $ 2,828 Czech Republic 6,768 4,317 Romania 4,369 5,027 Slovak Republic 1,520 1,286 Total operating segments 15,144 13,458 Corporate 1,245 1,392 Total capital expenditures $ 16,389 $ 14,850 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Long-lived assets (1) : September 30, 2017 December 31, 2016 Bulgaria $ 7,511 $ 6,280 Czech Republic 43,867 39,529 Romania 26,917 22,796 Slovak Republic 17,956 15,326 Total operating segments 96,251 83,931 Corporate 4,057 5,149 Total long-lived assets $ 100,308 $ 89,080 (1) Reflects property, plant and equipment, net |
Revenues by Type | Consolidated revenue by type: For the Three Months For the Nine Months 2017 2016 2017 2016 Television advertising $ 93,830 $ 85,282 $ 303,486 $ 289,975 Carriage fees and subscriptions 21,547 17,940 61,597 53,323 Other 4,054 4,305 12,975 12,849 Total net revenues $ 119,431 $ 107,527 $ 378,058 $ 356,147 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At September 30, 2017 , we had total commitments of US$ 138.9 million ( December 31, 2016 : US$ 128.2 million ) in respect of future programming, including contracts signed with license periods starting after the balance sheet date. In addition, we have digital transmission obligations, future minimum operating lease payments for non-cancellable operating leases with remaining terms in excess of one year and other commitments as follows: Programming purchase obligations Other commitments Operating leases Capital expenditures 2017 $ 20,465 $ 6,802 $ 1,029 $ 2,055 2018 41,150 10,334 2,953 32 2019 32,450 11,733 1,436 13 2020 26,094 1,410 687 — 2021 12,115 429 514 — 2022 and thereafter 6,612 474 1,971 — Total $ 138,886 $ 31,182 $ 8,590 $ 2,100 |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Time Warner For the Three Months For the Nine Months 2017 2016 2017 2016 Cost of revenues $ 4,504 $ 4,052 $ 11,696 $ 11,961 Interest expense 14,170 17,930 41,423 74,832 September 30, 2017 December 31, 2016 Programming liabilities $ 17,065 $ 17,126 Other accounts payable and accrued liabilities 69 194 Accrued interest payable (1) 24,176 9,588 Other non-current liabilities (2) 60,004 44,397 (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 5, "Long-term Debt and Other Financing Arrangements" . (2) Amount represents Guarantee Fees for which we have made an election to pay in kind and the Commitment Fee. See Note 5, "Long-term Debt and Other Financing Arrangements" . |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | 9 Months Ended |
Sep. 30, 2017channelsoperating_segment | |
Product Information [Line Items] | |
Number of television channels within segment | 27 |
Percentage owned by Parent | 100.00% |
Total operating segments | |
Product Information [Line Items] | |
Number of operating segments | operating_segment | 4 |
Czech Republic | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Czech Republic | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Czech Republic | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 7 |
Bulgaria | |
Product Information [Line Items] | |
Percentage owned by Parent | 94.00% |
Bulgaria | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Bulgaria | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 5 |
Romania | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Romania | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Romania | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 8 |
Slovak Republic | |
Product Information [Line Items] | |
Percentage owned by Parent | 100.00% |
Slovak Republic | General Enterainment Channel [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 1 |
Slovak Republic | Other Channel Member [Member] | |
Product Information [Line Items] | |
Number of television channels within segment | 3 |
BASIS OF PRESENTATION Accountin
BASIS OF PRESENTATION Accounting pronouncements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 110.7 |
DISCONTINUED OPERATIONS AND A49
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Details) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jul. 09, 2017USD ($) | Jul. 09, 2017EUR (€) | Dec. 31, 2016USD ($) | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 271,500 | € 230 | ||||||
Cash and cash equivalents | $ 7,061 | $ 7,061 | $ 2,853 | |||||
Accounts receivable, net | 29,064 | 29,064 | 36,969 | |||||
Program rights, net | 66,449 | 66,449 | 16,489 | |||||
Property, plant and equipment, net | 20,909 | 20,909 | ||||||
Other current assets | 11,688 | 11,688 | 4,931 | |||||
Total current assets held for sale | 135,171 | 135,171 | 61,242 | |||||
Program rights, net | 0 | 0 | 35,927 | |||||
Property, plant and equipment, net | 0 | 0 | 20,008 | |||||
Other non-current assets | 0 | 0 | 4,339 | |||||
Total non-current assets held for sale | 0 | 0 | 60,274 | |||||
Accounts payable and accrued liabilities | 27,922 | 27,922 | 26,603 | |||||
Other current liabilities | 4,324 | 4,324 | 889 | |||||
Total current liabilities held for sale | 32,246 | 32,246 | 27,492 | |||||
Other non-current liabilities | 0 | 0 | 1,414 | |||||
Total non-current liabilities held for sale | 0 | 0 | $ 1,414 | |||||
Net revenues | 22,742 | $ 19,179 | 80,973 | $ 74,765 | ||||
Cost of revenues | 18,893 | 17,866 | 61,120 | 62,788 | ||||
Selling, general and administrative expenses | 5,394 | 4,378 | 14,484 | 12,004 | ||||
Operating (loss) / income | (1,545) | (3,065) | 5,369 | (27) | ||||
Interest expense (1) | [1] | (4,913) | (5,212) | (14,220) | (15,695) | |||
Non-operating income / (expense), net | 294 | 36 | 621 | |||||
Non-operating income / (expense), net | (8) | |||||||
Loss from discontinued operations, before tax | (6,164) | (8,241) | (8,230) | (15,730) | ||||
Credit / (provision) for income taxes | 176 | 187 | (517) | (241) | ||||
Loss from discontinued operations, net of tax | (5,988) | (8,054) | (8,747) | (15,971) | ||||
Termination Fee | $ 9,600 | $ 24,500 | $ 9,600 | $ 24,500 | $ 8,300 | € 7 | ||
[1] | (1) For the nine months ended September 30, 2017 and 2016, we paid US$ 9.6 million and US$ 24.5 million, respectively, of interest and Guarantee Fees (as defined below) associated with the 2018 Euro Term Loan (as defined below). These payments were allocated to Net cash provided by / (used in) discontinued operations - operating activities in our Condensed Consolidated Statements of Cash Flows as we are required to apply the expected proceeds from the sale of our Croatia and Slovenia operations towards the repayment of the remaining principal amounts owing in respect of the 2018 Euro Term Loan. (see Note 5, "Long-term Debt and Other Financing Arrangements"). |
GOODWILL AND INTANGIBLE ASSET50
GOODWILL AND INTANGIBLE ASSETS Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2016 | $ 1,044,747 |
Accumulated impairment losses, beginning balance | (443,212) |
Balance, December 31, 2016 | 601,535 |
Foreign currency | 91,607 |
Balance, September 30, 2017 | 693,142 |
Accumulated impairment losses, ending balance | (443,212) |
Gross Balance, September 30, 2017 | 1,136,354 |
Bulgaria | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2016 | 171,389 |
Accumulated impairment losses, beginning balance | (144,639) |
Balance, December 31, 2016 | 26,750 |
Foreign currency | 3,208 |
Balance, September 30, 2017 | 29,958 |
Accumulated impairment losses, ending balance | (144,639) |
Gross Balance, September 30, 2017 | 174,597 |
Czech Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2016 | 744,483 |
Accumulated impairment losses, beginning balance | (287,545) |
Balance, December 31, 2016 | 456,938 |
Foreign currency | 75,461 |
Balance, September 30, 2017 | 532,399 |
Accumulated impairment losses, ending balance | (287,545) |
Gross Balance, September 30, 2017 | 819,944 |
Romania | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2016 | 82,786 |
Accumulated impairment losses, beginning balance | (11,028) |
Balance, December 31, 2016 | 71,758 |
Foreign currency | 7,386 |
Balance, September 30, 2017 | 79,144 |
Accumulated impairment losses, ending balance | (11,028) |
Gross Balance, September 30, 2017 | 90,172 |
Slovak Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2016 | 46,089 |
Accumulated impairment losses, beginning balance | 0 |
Balance, December 31, 2016 | 46,089 |
Foreign currency | 5,552 |
Balance, September 30, 2017 | 51,641 |
Accumulated impairment losses, ending balance | 0 |
Gross Balance, September 30, 2017 | $ 51,641 |
GOODWILL AND INTANGIBLE ASSET51
GOODWILL AND INTANGIBLE ASSETS Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Gross | $ 359,936 | $ 314,166 |
Accumulated Amortization | (212,863) | (179,461) |
Net | 147,073 | 134,705 |
Trademarks | ||
Indefinite-lived intangible assets (excluding goodwill) | 86,448 | 76,731 |
Gross | 420 | 380 |
Accumulated Amortization | (420) | (380) |
Net | 0 | 0 |
Broadcast licenses | ||
Gross | 213,532 | 184,195 |
Accumulated Amortization | (155,054) | (128,876) |
Net | 58,478 | 55,319 |
Customer relationships | ||
Gross | 57,813 | 51,338 |
Accumulated Amortization | (55,863) | (48,997) |
Net | $ 1,950 | 2,341 |
Customer relationships | Minimum [Member] | ||
Useful life of finite-lived intangible assets (in years) | 5 years | |
Customer relationships | Maximum [Member] | ||
Useful life of finite-lived intangible assets (in years) | 15 years | |
Other | ||
Gross | $ 1,723 | 1,522 |
Accumulated Amortization | (1,526) | (1,208) |
Net | $ 197 | $ 314 |
LONG-TERM DEBT AND OTHER FINA52
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Debt (Details) $ in Thousands, € in Millions | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Dec. 31, 2016USD ($) | Apr. 07, 2016EUR (€) | |
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | $ (13,764) | $ (15,019) | |||
Overview [Abstract] | |||||
Carrying Amount | 1,061,800 | 999,209 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 1,061,800 | 999,209 | |||
Other credit facilities and capital leases | 7,778 | 3,427 | |||
Total long-term debt and other financing arrangements | 1,069,578 | 1,002,636 | |||
Current portion of long-term debt and other financing arrangements (Note 5) | (2,425) | (1,228) | |||
Total non-current long-term debt and other financing arrangements | 1,067,153 | 1,001,408 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
2,017 | 0 | ||||
2,018 | 237,064 | ||||
2,019 | 277,837 | ||||
2,020 | 0 | ||||
2,021 | 553,465 | ||||
2022 and thereafter | 0 | ||||
Total long-term debt and credit facilities | 1,068,366 | ||||
Debt issuance costs | (6,566) | ||||
Carrying amount of long-term debt and credit facilities | 1,061,800 | ||||
Long-term Debt, Fair Value | 940,903 | 806,349 | |||
2018 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | (351) | ||||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 237,064 | € 200.8 | |||
Carrying Amount | 236,713 | 263,734 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 236,713 | 263,734 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Debt, Fair Value | 225,679 | 233,297 | |||
2019 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | (411) | ||||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 277,837 | € 235.3 | |||
Carrying Amount | 277,426 | 247,594 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 277,426 | 247,594 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Debt, Fair Value | 251,012 | 203,314 | |||
2021 Euro Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | (5,804) | ||||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 553,465 | € 468.8 | |||
Carrying Amount | 547,661 | 487,881 | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | 547,661 | 487,881 | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Debt, Fair Value | 464,212 | $ 369,738 | |||
2021 Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | 0 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 115,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Long-term Line of Credit, Noncurrent | 0 | ||||
Senior Debt and Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Noncurrent, Net | [1] | (6,566) | |||
Overview [Abstract] | |||||
Principal Amount of Liability Component | 1,068,366 | ||||
Carrying Amount | 1,061,800 | ||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||
Carrying Amount | $ 1,061,800 | ||||
CME NV and CME BV [Member] | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | |||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Outstanding Shares Pledged, Percentage | 100.00% | ||||
[1] | (1) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan (each as defined below and collectively, the “Euro Term Loans”) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility. |
LONG-TERM DEBT AND OTHER FINA53
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Financing Transactions (Details) € in Thousands | Sep. 30, 2018EUR (€) | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2016USD ($) | Jan. 01, 2018USD ($) | Nov. 01, 2017 | Sep. 30, 2017EUR (€) | Dec. 31, 2016USD ($) | Apr. 07, 2016EUR (€) | |
Debt Instrument [Line Items] | ||||||||||
Payments for Fees | $ 22,206,000 | $ 38,317,000 | ||||||||
Repayments of Debt and Capital Lease Obligations | 1,757,000 | 755,000 | ||||||||
Interest Payable, Current | 3,228,000 | $ 2,935,000 | ||||||||
Debt and Capital Lease Obligations | 1,069,578,000 | $ 1,002,636,000 | ||||||||
Repayments of Long-term Debt | $ 59,060,000 | € 50,000 | $ 540,699,000 | |||||||
Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 5.80 | 5.80 | 6.90 | |||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | 5.00% | 5.00% | ||||||||
2018 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [1] | 7.25% | 7.25% | |||||||
Principal Amount of Liability Component | $ 237,064,000 | € 200,800 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | ||||||||
2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [2],[3] | 9.33% | 9.33% | |||||||
Long-term Line of Credit, Noncurrent | $ 0 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | [2],[3] | 9.33% | 9.33% | |||||||
Guarantee Fee [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments for Fees | $ 1,411,000 | $ 5,483,000 | ||||||||
2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 7.25% | 7.25% | ||||||||
Principal Amount of Liability Component | $ 553,465,000 | € 468,800 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | ||||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||||
Maximum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | ||||||||
Financial Covenant, Net Leverage | 7 | 7 | ||||||||
Maximum [Member] | 2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 8.50% | 8.50% | ||||||||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | ||||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||||
Minimum [Member] | 2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 5.00% | 5.00% | ||||||||
Minimum Required Cash Portion [Member] | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||
Minimum Required Cash Portion [Member] | 2021 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 5.00% | 5.00% | ||||||||
Scenario, Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 5000.00% | |||||||||
Debt and Capital Lease Obligations | € | € 815,000 | |||||||||
Scenario, Forecast [Member] | 2018 Euro Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | 6.00% | |||||||||
Net leverage greater than 7.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 8.50% | 8.50% | |||||||
Financial Covenant, Net Leverage | 7 | 7 | ||||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||||
Net leverage greater than 7.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | 7 | ||||||||
Net leverage less than 5.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 5.00% | 5.00% | |||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||||
Net leverage less than 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||||
Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 7.25% | 7.25% | |||||||
Financial Covenant, Net Leverage | 6 | 6 | ||||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||||
Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 7 | 7 | ||||||||
Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | 6 | ||||||||
Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, All-In Rate | [4] | 6.00% | 6.00% | |||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [5] | 5.00% | 5.00% | |||||||
Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 6 | 6 | ||||||||
Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Financial Covenant, Net Leverage | 5 | 5 | ||||||||
Subsequent Event | 2021 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||||||
[1] | (1) Effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14%, with a corresponding increase in the Guarantee Fee rate, such that the all-in borrowing rate following an improvement of our net leverage ratio will be 6.00% unless our net leverage ratio changes. | |||||||||
[2] | (2) As at September 30, 2017, the 2021 Revolving Credit Facility was undrawn. | |||||||||
[3] | (3) Based on the three month LIBOR of 1.33% as at September 30, 2017. | |||||||||
[4] | (2) Subject to certain adjustments in respect of specified debt repayments, if we reduce our long-term debt to less than EUR 815.0 million prior to September 30, 2018, a 50 basis point reduction in the all-in rate would be applied. | |||||||||
[5] | (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. |
LONG-TERM DEBT AND OTHER FINA54
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Senior Debt (Details) € in Millions, RON in Millions | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($)Rate | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jan. 01, 2018USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017RON | Dec. 31, 2016RON | Apr. 07, 2016EUR (€) | ||
Debt Instrument [Line Items] | |||||||||||
2,017 | $ 0 | $ 0 | |||||||||
Interest Paid, Net | 22,206,000 | $ 38,317,000 | |||||||||
Debt Instrument, Description of Variable Rate Basis | 0.0133 | ||||||||||
Carrying Amount | $ 1,061,800,000 | $ 999,209,000 | $ 1,061,800,000 | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
Long-term Debt, Fair Value | $ 940,903,000 | 806,349,000 | $ 940,903,000 | ||||||||
Long-term Line of Credit | 0 | 0 | 0 | ||||||||
Unamortized Debt Issuance Expense | 6,566,000 | 6,566,000 | |||||||||
Interest on long-term debt and other financing arrangements | 16,850,000 | $ 21,000,000 | 50,491,000 | $ 70,236,000 | |||||||
Debt Issuance Costs, Noncurrent, Net | $ (13,764,000) | (15,019,000) | $ (13,764,000) | ||||||||
2018 Euro Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | 1.50% | |||||||
Debt Instrument, Interest Rate, All-In Rate | [1] | 7.25% | 7.25% | 7.25% | 7.25% | ||||||
Carrying Amount | $ 236,713,000 | 263,734,000 | $ 236,713,000 | ||||||||
Debt Instrument, Face Amount | 237,064,000 | 237,064,000 | € 200.8 | ||||||||
Long-term Debt, Fair Value | 225,679,000 | 233,297,000 | 225,679,000 | ||||||||
Debt Issuance Costs, Noncurrent, Net | $ (351,000) | $ (351,000) | |||||||||
2019 Euro Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | 1.50% | |||||||
Debt Instrument, Interest Rate, All-In Rate | 7.25% | 7.25% | 7.25% | 7.25% | |||||||
Carrying Amount | $ 277,426,000 | 247,594,000 | $ 277,426,000 | ||||||||
Debt Instrument, Face Amount | 277,837,000 | 277,837,000 | € 235.3 | ||||||||
Long-term Debt, Fair Value | 251,012,000 | 203,314,000 | 251,012,000 | ||||||||
Debt Issuance Costs, Noncurrent, Net | $ (411,000) | $ (411,000) | |||||||||
2021 Euro Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | 1.50% | 1.50% | |||||||
Debt Instrument, Interest Rate, All-In Rate | 7.25% | 7.25% | 7.25% | 7.25% | |||||||
Carrying Amount | $ 547,661,000 | 487,881,000 | $ 547,661,000 | ||||||||
Debt Instrument, Face Amount | 553,465,000 | $ 553,465,000 | € 468.8 | ||||||||
Financial Covenant, Net Leverage | 5 | ||||||||||
Long-term Debt, Fair Value | 464,212,000 | $ 369,738,000 | $ 464,212,000 | ||||||||
Debt Issuance Costs, Noncurrent, Net | (5,804,000) | (5,804,000) | |||||||||
2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | $ 115,000,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | [2],[3] | 9.33% | 9.33% | 9.33% | 9.33% | ||||||
Debt Instrument, Interest Rate, All-In Rate | [2],[3] | 9.33% | 9.33% | 9.33% | 9.33% | ||||||
Long-term Line of Credit, Noncurrent | $ 0 | $ 0 | |||||||||
Debt Issuance Costs, Noncurrent, Net | $ 0 | $ 0 | |||||||||
Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | 5.00% | 5.00% | 5.00% | 5.00% | |||||||
Financial Covenant, Net Leverage | 5.80 | 6.90 | |||||||||
Guarantee Fee [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Paid, Net | $ 1,411,000 | $ 5,483,000 | |||||||||
Interest on long-term debt and other financing arrangements | $ 11,800,000 | $ 16,500,000 | 36,300,000 | $ 37,700,000 | |||||||
Senior Debt and Credit Facilities [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Carrying Amount | 1,061,800,000 | 1,061,800,000 | |||||||||
Debt Instrument, Face Amount | 1,068,366,000 | 1,068,366,000 | |||||||||
Debt Issuance Costs, Noncurrent, Net | [4] | $ (6,566,000) | $ (6,566,000) | ||||||||
Alternative Base Rate [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 7.00% | ||||||||||
Base Rate [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | 1.00% | 1.00% | |||||||
Basis spread on variable rate (in percent) | 8.00% | ||||||||||
Minimum Required Cash Portion [Member] | 2021 Euro Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate | 5.00% | 5.00% | 5.00% | 5.00% | |||||||
Minimum Required Cash Portion [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | 5.00% | |||||||
CME NV and CME BV [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | |||||||||
Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 1.07% | ||||||||||
Minimum [Member] | 2021 Euro Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate | 5.00% | 5.00% | 5.00% | 5.00% | |||||||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | 7.00% | 7.00% | |||||||
Debt Instrument, Reference Rate for Variable Rate | Rate | 1.00% | ||||||||||
Financial Covenant, Net Leverage | 5 | ||||||||||
Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 1.90% | ||||||||||
Maximum [Member] | 2021 Euro Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate | 8.50% | 8.50% | 8.50% | 8.50% | |||||||
Maximum [Member] | 2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | 9.00% | 9.00% | |||||||
Financial Covenant, Net Leverage | 7 | ||||||||||
Global Funds IFN S.A. [Member] | Pro TV [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 6.00% | ||||||||||
Long-term Line of Credit | $ 17,400,000 | $ 24,600,000 | $ 17,400,000 | RON 67.8 | RON 105.7 | ||||||
Subsequent Event | 2021 Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | ||||||||||
Net leverage less than 5.0x [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 5.00% | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 0.00% | 0.00% | 0.00% | 0.00% | |||||||
Financial Covenant, Net Leverage | 5 | ||||||||||
Net leverage less than 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial Covenant, Net Leverage | 5 | ||||||||||
Net leverage greater than 7.0x [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 8.50% | 8.50% | 8.50% | 8.50% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 3.50% | 3.50% | 3.50% | 3.50% | |||||||
Financial Covenant, Net Leverage | 7 | ||||||||||
Net leverage greater than 7.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial Covenant, Net Leverage | 7 | ||||||||||
Net Leverage 6.0x - 5.0x [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 6.00% | 6.00% | 6.00% | 6.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 1.00% | 1.00% | 1.00% | 1.00% | |||||||
Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial Covenant, Net Leverage | 5 | ||||||||||
Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial Covenant, Net Leverage | 6 | ||||||||||
Net Leverage 7.0x - 6.0x [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, All-In Rate | [5] | 7.25% | 7.25% | 7.25% | 7.25% | ||||||
Debt Instrument, Interest Rate, All-In Rate, Cash Rate | [6] | 5.00% | 5.00% | 5.00% | 5.00% | ||||||
Debt Instrument, Interest Rate, All-In Rate, PIK Fee Rate | 2.25% | 2.25% | 2.25% | 2.25% | |||||||
Financial Covenant, Net Leverage | 6 | ||||||||||
Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial Covenant, Net Leverage | 6 | ||||||||||
Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | Euro Term Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial Covenant, Net Leverage | 7 | ||||||||||
[1] | (1) Effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14%, with a corresponding increase in the Guarantee Fee rate, such that the all-in borrowing rate following an improvement of our net leverage ratio will be 6.00% unless our net leverage ratio changes. | ||||||||||
[2] | (2) As at September 30, 2017, the 2021 Revolving Credit Facility was undrawn. | ||||||||||
[3] | (3) Based on the three month LIBOR of 1.33% as at September 30, 2017. | ||||||||||
[4] | (1) Debt issuance costs related to the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan (each as defined below and collectively, the “Euro Term Loans”) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2021 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet and are being amortized on a straight-line basis over the life of the 2021 Revolving Credit Facility. | ||||||||||
[5] | (2) Subject to certain adjustments in respect of specified debt repayments, if we reduce our long-term debt to less than EUR 815.0 million prior to September 30, 2018, a 50 basis point reduction in the all-in rate would be applied. | ||||||||||
[6] | (1) Includes cash paid for interest for the Euro Term Loans and the related customary hedging arrangements. |
LONG-TERM DEBT AND OTHER FINA55
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Carrying Amount | $ 1,061,800 | $ 999,209 | |
Fair Value | 940,903 | 806,349 | |
2018 Euro Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Carrying Amount | $ 236,713 | 263,734 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||
Fair Value | $ 225,679 | 233,297 | |
2019 Euro Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Carrying Amount | $ 277,426 | 247,594 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||
Fair Value | $ 251,012 | 203,314 | |
2021 Euro Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Carrying Amount | $ 547,661 | 487,881 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||
Fair Value | $ 464,212 | $ 369,738 | |
2021 Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [1],[2] | 9.33% | |
Long-term Line of Credit, Noncurrent | $ 0 | ||
[1] | (2) As at September 30, 2017, the 2021 Revolving Credit Facility was undrawn. | ||
[2] | (3) Based on the three month LIBOR of 1.33% as at September 30, 2017. |
LONG-TERM DEBT AND OTHER FINA56
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Fixed Rate Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Senior debt | $ 1,061,800 | $ 999,209 |
Fair Value | $ 940,903 | $ 806,349 |
CME NV and CME BV [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Shares Pledged, Percentage | 100.00% |
LONG-TERM DEBT AND OTHER FINA57
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Credit Facility and Capital Lease Obligations(Details) RON in Millions, CZK in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017CZK | Sep. 30, 2017CZK | Sep. 30, 2017USD ($) | Sep. 30, 2017RON | Dec. 31, 2016USD ($) | Dec. 31, 2016RON | ||
Line of Credit Facility [Line Items] | |||||||
Unamortized Debt Issuance Expense | $ 6,566,000 | ||||||
Senior debt | 1,061,800,000 | $ 999,209,000 | |||||
Credit facilities (1) – (3) | 0 | 0 | |||||
Capital leases | 7,778,000 | 3,427,000 | |||||
Total credit facilities and capital leases | 7,778,000 | 3,427,000 | |||||
Less: current maturities | (2,425,000) | (1,228,000) | |||||
Total non-current credit facilities and capital leases | 5,353,000 | 2,199,000 | |||||
Fair Value | $ 940,903,000 | $ 806,349,000 | |||||
2021 Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | [1],[2] | 9.33% | 9.33% | 9.33% | 9.33% | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 115,000,000 | ||||||
Senior Debt and Credit Facilities [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior debt | 1,061,800,000 | ||||||
Principal Amount of Liability Component | $ 1,068,366,000 | ||||||
CME NV and CME BV [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | |||
CME NV and CME BV [Member] | 2021 Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | |||||
BMG Bank Mendes Gans [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facilities (1) – (3) | $ 0 | ||||||
Line of credit facility cash pooling arrangement deposit | 16,400,000 | ||||||
Ceska Sporitelna [Member] | CET 21 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facilities (1) – (3) | 0 | ||||||
Basis spread on variable rate (in percent) | 0.95% | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | CZK 575 | CZK 575 | 26,100,000 | ||||
Factoring Fee, Percentage | 0.20% | ||||||
Global Funds IFN S.A. [Member] | Pro TV [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facilities (1) – (3) | $ 17,400,000 | RON 67.8 | $ 24,600,000 | RON 105.7 | |||
Basis spread on variable rate (in percent) | 6.00% | ||||||
Factoring Fee, Percentage | 4.00% | ||||||
Alternative Base Rate [Member] | 2021 Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (in percent) | 7.00% | ||||||
Base Rate [Member] | 2021 Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | 1.00% | 1.00% | |||
Basis spread on variable rate (in percent) | 8.00% | ||||||
[1] | (2) As at September 30, 2017, the 2021 Revolving Credit Facility was undrawn. | ||||||
[2] | (3) Based on the three month LIBOR of 1.33% as at September 30, 2017. |
LONG-TERM DEBT AND OTHER FINA58
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Capital Lease Commitments(Details) $ in Thousands | Sep. 30, 2017USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 696 |
2,018 | 2,512 |
2,019 | 2,153 |
2,020 | 1,872 |
2,021 | 708 |
2022 and thereafter | 0 |
Total undiscounted payments | 7,941 |
Less: amount representing interest | (163) |
Present value of net minimum lease payments | $ 7,778 |
LONG-TERM DEBT AND OTHER FINA59
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Guarantee Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Nov. 01, 2017 | Dec. 31, 2016 | ||
Line of Credit Facility [Line Items] | |||||||
Loss on extinguishment of debt (Note 5) | $ (101) | $ 0 | $ (101) | $ (150,158) | |||
Interest on long-term debt and other financing arrangements | $ 16,850 | 21,000 | $ 50,491 | 70,236 | |||
CME NV and CME BV [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | |||||
2018 Euro Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of Debt Hedged by Interest Rate Derivatives | [1] | 0.21% | 0.21% | ||||
Debt Instrument, Guarantee Fee, Stated Percentage | 5.54% | 5.54% | |||||
Debt Instrument, Interest Rate, All-In Rate | [1] | 7.25% | 7.25% | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||
2019 Euro Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.31% | 0.31% | |||||
Debt Instrument, Guarantee Fee, Stated Percentage | 5.44% | 5.44% | |||||
Debt Instrument, Interest Rate, All-In Rate | 7.25% | 7.25% | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||
2021 Euro Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.28% | 0.28% | |||||
Debt Instrument, Guarantee Fee, Stated Percentage | 5.47% | 5.47% | |||||
Debt Instrument, Interest Rate, All-In Rate | 7.25% | 7.25% | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||
Guarantee Fee [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest on long-term debt and other financing arrangements | $ 11,800 | $ 16,500 | $ 36,300 | $ 37,700 | |||
2021 Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, All-In Rate | [2],[3] | 9.33% | 9.33% | ||||
Debt Instrument, Interest Rate, Stated Percentage | [2],[3] | 9.33% | 9.33% | ||||
2021 Revolving Credit Facility [Member] | CME NV and CME BV [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding Shares Pledged, Percentage | 100.00% | ||||||
Scenario, Forecast [Member] | 2018 Euro Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Percentage of Debt Hedged by Interest Rate Derivatives | 0.14% | ||||||
Debt Instrument, Interest Rate, All-In Rate | 6.00% | ||||||
Minimum [Member] | 2021 Euro Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, All-In Rate | 5.00% | 5.00% | |||||
Minimum [Member] | 2021 Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||||
Minimum Required Cash Portion [Member] | 2021 Euro Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, All-In Rate | 5.00% | 5.00% | |||||
Minimum Required Cash Portion [Member] | 2021 Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||||
[1] | (1) Effective until November 1, 2017. From November 1, 2017 through maturity on November 1, 2018, the rate fixed pursuant to interest rate hedges will decrease to 0.14%, with a corresponding increase in the Guarantee Fee rate, such that the all-in borrowing rate following an improvement of our net leverage ratio will be 6.00% unless our net leverage ratio changes. | ||||||
[2] | (2) As at September 30, 2017, the 2021 Revolving Credit Facility was undrawn. | ||||||
[3] | (3) Based on the three month LIBOR of 1.33% as at September 30, 2017. |
PROGRAM RIGHTS (Details)
PROGRAM RIGHTS (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Less: current portion of acquired program rights | $ (70,510) | $ (69,662) |
Total non-current acquired program rights and produced program rights | 188,484 | 143,428 |
Feature Films [Member] | ||
Feature film costs, released, net of amortization | 983 | 1,039 |
Television Programs [Member] | ||
Television programs, released, net of amortization | 49,286 | 43,970 |
Television programs, completed and not released | 9,414 | 2,592 |
Television programs, in production | 33,181 | 19,109 |
Television programs, development and pre-production | 847 | 310 |
Acquired Program Rights [Member] | ||
Acquired program rights, net of amortization | 165,283 | 146,070 |
Less: current portion of acquired program rights | (70,510) | (69,662) |
Program rights net noncurrent | 94,773 | 76,408 |
Film And Television [Member] | ||
Program rights net noncurrent | $ 93,711 | $ 67,020 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Receivable, Net [Abstract] | ||
Unrelated customers | $ 132,051 | $ 149,957 |
Less: allowance for bad debts and credit notes | (9,645) | (8,586) |
Total accounts receivable | $ 122,406 | $ 141,371 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current: | ||
Prepaid acquired programming | $ 18,089 | $ 19,123 |
Other prepaid expenses | 6,657 | 4,610 |
VAT recoverable | 358 | 635 |
Income taxes recoverable | 321 | 166 |
Other | 2,772 | 3,007 |
Total other current assets | 28,197 | 27,541 |
Non-current: | ||
Capitalized debt costs | 13,764 | 15,019 |
Deferred tax | 5,282 | 4,550 |
Other | 1,319 | 1,704 |
Total other non-current assets | $ 20,365 | $ 21,273 |
PROPERTY, PLANT AND EQUIPMENT63
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | ||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 343,102 | $ 292,537 | ||||
Less: accumulated depreciation | (242,794) | (203,457) | ||||
Total net book value | 100,308 | [1] | 89,080 | [1] | $ 88,474 | $ 87,943 |
Assets held under capital leases (included in the above) | 12,875 | 6,338 | ||||
Less: accumulated depreciation | (4,382) | (2,579) | ||||
Total net book value | 8,493 | 3,759 | ||||
Land and buildings | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 84,300 | 72,820 | ||||
Machinery, fixtures and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 190,869 | 160,097 | ||||
Assets held under capital leases (included in the above) | 12,875 | 6,338 | ||||
Other equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 15,689 | 13,682 | ||||
Software licenses | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 50,152 | 40,627 | ||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 2,092 | $ 5,311 | ||||
[1] | (1) Reflects property, plant and equipment, net |
PROPERTY, PLANT AND EQUIPMENT R
PROPERTY, PLANT AND EQUIPMENT Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Movement in Property, Plant and Equipment [Roll Forward] | ||||||
Opening balance | $ 89,080 | [1] | $ 87,943 | |||
Additions | 18,547 | 15,163 | ||||
Disposals | (71) | (43) | ||||
Depreciation | $ (6,936) | $ (5,801) | (19,345) | (17,134) | ||
Foreign currency movements | (12,097) | (2,545) | ||||
Ending balance | $ 100,308 | [1] | $ 88,474 | $ 100,308 | [1] | $ 88,474 |
[1] | (1) Reflects property, plant and equipment, net |
ACCOUNTS PAYABLE AND ACCRUED 65
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 54,416 | $ 45,037 |
Related party accounts payable | 69 | 194 |
Programming liabilities | 25,265 | 26,603 |
Related party programming liabilities | 17,065 | 17,126 |
Duties and other taxes payable | 7,797 | 10,325 |
Accrued staff costs | 17,439 | 16,476 |
Accrued interest payable | 3,228 | 2,935 |
Related party accrued interest payable (including Guarantee Fees) | 24,176 | 9,588 |
Income taxes payable | 7,159 | 5,091 |
Other accrued liabilities | 708 | 1,003 |
Total accounts payable and accrued liabilities | $ 157,322 | $ 134,378 |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Current: | |||
Deferred revenue | $ 19,413 | $ 4,979 | |
Legal provision | 2,926 | 2,412 | |
Other | 1,196 | 1,076 | |
Total other current liabilities | 23,535 | 8,467 | |
Non-current: | |||
Deferred tax | 21,527 | 19,710 | |
Related party Commitment Fee payable (1) | 10,322 | [1] | 9,905 |
Related party Guarantee Fee payable (Note 5) | 49,682 | 34,492 | |
Other | 5,699 | 3,856 | |
Total other non-current liabilities | $ 87,230 | $ 67,963 | |
2015 Convertible Notes [Member] | |||
Non-current: | |||
Accounts Payable, Interest-bearing, Interest Rate | 8.50% | ||
2015 Convertible Notes [Member] | |||
Non-current: | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
[1] | (1) Represents the commitment fee (the "Commitment Fee") payable to Time Warner, including accrued interest, in respect of its obligation under a commitment letter dated November 14, 2014 between Time Warner and us whereby Time Warner agreed to provide or assist with arranging a loan facility to repay our 5.0% senior convertible notes at maturity in November 2015. The Commitment Fee is payable by November 1, 2019, the maturity date of the 2019 Euro Term Loan, or earlier if the repayment of the 2019 Euro Term Loan is accelerated. The Commitment Fee bears interest at 8.5% per annum and such interest is payable in arrears on each May 1 and November 1, and may be paid in cash or in kind, at our election. |
FINANCIAL INSTRUMENTS AND FAI67
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Hedge Accounting Activities (Details) € in Thousands, $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2017EUR (€) | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Apr. 05, 2016EUR (€)contracts | Nov. 10, 2015contracts | Nov. 14, 2014contracts | |
Derivative [Line Items] | ||||||
Repayments of Debt | € 50,000 | |||||
2021 Euro Term Loan [Member] | Interest rate swap [Member] | ||||||
Derivative [Line Items] | ||||||
Number of Contracts | contracts | 5 | |||||
2021 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 468,800,000 EUR [Member] | ||||||
Derivative [Line Items] | ||||||
Aggregate Notional Amount | € 468,800 | |||||
Fair Value as at September 30, 2017 | $ | $ (1,798) | |||||
2018 Euro Term Loan [Member] | Interest rate swap [Member] | ||||||
Derivative [Line Items] | ||||||
Number of Contracts | contracts | 4 | 2 | ||||
2018 Euro Term Loan [Member] | Interest Rate Swap, Apr 5, 2016, 200,800,000 EUR [Member] | ||||||
Derivative [Line Items] | ||||||
Aggregate Notional Amount | € 200,800 | |||||
Fair Value as at September 30, 2017 | $ | (338) | |||||
2018 Euro Term Loan [Member] | Interest Rate Swap, Nov 14, 2014, 200,800,000 EUR [Member] | ||||||
Derivative [Line Items] | ||||||
Aggregate Notional Amount | € 200,800 | |||||
Fair Value as at September 30, 2017 | $ | (52) | |||||
2019 Euro Term Loan [Member] | Interest rate swap [Member] | ||||||
Derivative [Line Items] | ||||||
Number of Contracts | contracts | 3 | |||||
2019 Euro Term Loan [Member] | Interest Rate Swap, Nov 10, 2015, 235,335,000 EUR [Member] | ||||||
Derivative [Line Items] | ||||||
Aggregate Notional Amount | € 235,335 | |||||
Fair Value as at September 30, 2017 | $ | $ (1,587) |
FINANCIAL INSTRUMENTS AND FAI68
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Non-Hedge Accounting Activities (Details) $ in Thousands | Sep. 30, 2017USD ($) | Jul. 21, 2017contracts | Jan. 31, 2017contracts |
Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Number of Contracts | contracts | 1 | 1 | |
Forward Contract, Jan 31, 2017, 24,110 USD [Member] | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 7,720 | ||
Fair Value as at September 30, 2017 | (687) | ||
Forward Contract, Jul 21, 2017, 26,880 USD [Member] | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | 18,530 | ||
Fair Value as at September 30, 2017 | $ (228) |
FINANCIAL INSTRUMENTS AND FAI69
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value of Derivatives (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||
Change in fair value of derivatives | $ (1,150) | $ (398) | $ (1,882) | $ (11,904) |
Currency Swap [Member] | ||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||
Change in fair value of derivatives | (696) | (398) | (1,428) | (11,904) |
Interest rate swap [Member] | ||||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||||
Change in fair value of derivatives | $ (454) | $ 0 | $ (454) | $ 0 |
CONVERTIBLE REDEEMABLE PREFER70
CONVERTIBLE REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jun. 25, 2013 | |
Temporary Equity [Line Items] | ||||||
Temporary equity | $ 262,115 | $ 262,115 | $ 254,899 | |||
Preferred share accretion paid in kind | $ (2,454) | $ (2,364) | $ (7,216) | $ (11,314) | ||
Series B Preferred Shares | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock, shares issued | 200,000 | 200,000 | 200,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | ||
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 108,100,000 | 108,100,000 | ||||
Sale of stock, price per share | $ 1,000 | |||||
Preferred stock, conversion price | $ 2.42 | $ 2.42 | ||||
4 - 5 years [Member] | Series B Preferred Shares | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock, dividend rate, percentage | 3.75% |
EQUITY (Details)
EQUITY (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017shares | Sep. 30, 2016shares | Sep. 30, 2017vote_per_shareshares | Sep. 30, 2016shares | Dec. 31, 2016shares | Apr. 30, 2012 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Number of shares of Class B common stock to Class A common stock | 1 | 1 | ||||
T W Investor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage, related party | 42.40% | 42.40% | ||||
Beneficial Ownership Interest Total Voting Power Percentage | 46.50% | 46.50% | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 1 | 1 | 1 | |||
Votes per share | vote_per_share | 1 | |||||
Preferred stock, shares outstanding | 1 | 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 | 200,000 | |||
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 108,100,000 | 108,100,000 | ||||
Class A Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Votes per share | vote_per_share | 1 | |||||
Common stock, shares authorized | 440,000,000 | 440,000,000 | 440,000,000 | |||
Common stock, shares issued | 144,881,732 | 144,881,732 | 143,449,913 | |||
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 | 11,211,449 | 11,211,449 | ||
Class B Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Votes per share | vote_per_share | 10 | |||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | |||
Common stock, shares issued | 0 | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | 0 | |||
Minimum [Member] | Class A Common Stock [Member] | T W Investor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage, related party | 49.90% |
EQUITY Warrants (Details)
EQUITY Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | May 02, 2014 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from exercise of warrants | $ 563 | $ 5,947 | |
2018 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants exercised (in shares) | 563,325 | ||
Proceeds from exercise of warrants | $ 600 | ||
Common Class A [Member] | 2018 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 106,439,720 | 114,000,000 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Time Warner and TW Investor [Member] | Common Class A [Member] | 2018 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 100,926,996 |
EQUITY AOCI (Details)
EQUITY AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | $ (196,538) | $ (196,538) | $ (239,537) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (199,906) | (199,906) | (243,988) | |||
Other Comprehensive Income (Loss), Net of Tax | 44,082 | |||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 2,120 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 9,227 | $ 7,262 | 42,203 | $ 15,264 | ||
Permanent Loans [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | [1] | 7,824 | ||||
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 | 29,284 | |||||
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 | 5,891 | |||||
AOCI Attributable to Parent [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | 1,083 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 42,999 | |||||
Interest Rate Swap [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (3,368) | (3,368) | $ (4,451) | |||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | 1,484 | |||||
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 | 2,120 | |||||
Interest Expense [Member] | Not Designated as Hedging Instrument [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | [2] | $ 447 | ||||
[1] | (1) Represents foreign exchange gains on intercompany loans that are of a long-term investment nature which are reported in the same manner as translation adjustments. | |||||
[2] | (2) We will repay the 2018 Euro Term Loan with the expected proceeds from the sale of the Croatia and Slovenia segments (see Note 5, "Long-term Debt and Other Financing Arrangements"). It is probable the sale will complete prior to the initial interest payment on the interest rate swap maturing on November 1, 2018 which precludes recognition of the effective portion of the changes in fair value within accumulated other comprehensive income / loss. All related changes in fair value and those previously recognized in accumulated other comprehensive income / loss are recognized in other non-operating income, net in our condensed consolidated statements of operations and comprehensive income / loss. |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Interest on long-term debt and other financing arrangements | $ 16,850 | $ 21,000 | $ 50,491 | $ 70,236 |
Amortization of capitalized debt issuance costs | (1,502) | (1,424) | (4,282) | (7,459) |
Amortization of debt issuance discount | 0 | 0 | 0 | (12,945) |
Total interest expense | 18,352 | 22,424 | 54,773 | 90,640 |
Interest Paid, Net | 22,206 | 38,317 | ||
Guarantee Fee [Member] | ||||
Interest on long-term debt and other financing arrangements | $ 11,800 | $ 16,500 | 36,300 | 37,700 |
Interest Paid, Net | $ 1,411 | $ 5,483 |
OTHER NONOPERATING EXPENSE, N75
OTHER NONOPERATING EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 139 | $ 89 | $ 326 | $ 466 |
Foreign currency exchange gain, net | 4,609 | 602 | 14,085 | 13,099 |
Change in fair value of derivatives (Note 12) | (1,150) | (398) | (1,882) | (11,904) |
Other income / (expense), net | 45 | 57 | 254 | (23) |
Total other non-operating income | $ 3,643 | $ 350 | $ 12,783 | $ 1,638 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation charged | $ 0.5 | $ 0.7 | $ 2.1 | $ 2.5 |
Amended and Restated Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 6,000,000 | 6,000,000 | ||
Stock-based compensation expense from continuing operations | Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation charged | $ 0.4 | 0.7 | $ 2 | 2.4 |
Stock-based compensation expense from discontinued operations | Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation charged | $ 0 | $ 0 | $ 0.1 | $ 0.1 |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Employee stock options | ||
Number of options: | ||
Outstanding at December 31, 2016 | 2,011,392 | |
Outstanding at September 30, 2017 | 2,011,392 | 2,011,392 |
Vested (shares) | 2,011,392 | |
Exercisable at September 30, 2017 | 902,848 | |
Weighted-Average Exercise Price: | ||
Outstanding at December 31, 2016 | $ 2.32 | |
Outstanding at September 30, 2017 | 2.32 | $ 2.32 |
Vested and expected to vest | 2.32 | |
Exercisable at September 30, 2017 | $ 2.31 | |
Options outstanding, weighted average remaining contractual term | 7 years 10 months | 8 years 7 months |
Options vested, weighted average remaining contractual term | 7 years 10 months | |
Exercisable, weighted average remaining contractual term | 7 years 9 months 5 days | |
Options outstanding, aggregate intrinsic value | $ 3,470,000 | $ 453,000 |
Options vested, aggregate intrinsic value | 3,470,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 1,572,000 | |
Unrecognized compensation expense | $ 1,414,002 | |
Weighted average period for recognition | 1 year 10 months 21 days | |
RSUs | ||
Weighted-Average Exercise Price: | ||
Unrecognized compensation expense | $ 5,100,000 | |
Weighted average period for recognition | 2 years 1 month 3 days |
STOCK-BASED COMPENSATION Restri
STOCK-BASED COMPENSATION Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)$ / 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, 2016 | 2,542,625 |
Granted | 1,158,887 |
Vested | (912,246) |
Forfeited | 75,582 |
Unvested at September 30, 2017 | 2,713,684 |
Weighted-Average Grant Date Fair Value: | |
Unvested at December 31, 2016 | $ / shares | $ 2.61 |
Granted | $ / shares | 3.62 |
Vested | $ / shares | 2.65 |
Forfeited | $ / shares | 1.53 |
Unvested at September 30, 2017 | $ / shares | $ 3.06 |
Intrinsic value of unvested RSUs | $ | $ 11 |
Unrecognized compensation expense | $ | $ 5.1 |
Weighted average period for recognition | 2 years 1 month 3 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 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
(Loss) / income from continuing operations | $ (1,945) | $ (11,769) | $ 17,338 | $ (185,795) | |
Net loss attributable to noncontrolling interests | 188 | 196 | 534 | 387 | |
Less: preferred share accretion paid in kind (Note 13) | (2,454) | (2,364) | (7,216) | (11,314) | |
Less: income allocated to Series B Preferred Shares | 0 | 0 | (4,334) | 0 | |
(Loss) / income from continuing operations available to common shareholders, net of noncontrolling interest | (4,211) | (13,937) | 6,322 | (196,722) | |
Loss from discontinued operations, net of tax (Note 3) | (5,988) | (8,054) | (8,747) | (15,971) | |
Net loss attributable to CME Ltd. available to common shareholders — basic | (10,199) | (21,991) | (2,425) | (212,693) | |
Net loss attributable to CME Ltd. available to common shareholders — diluted | $ (10,199) | $ (21,991) | $ (2,425) | $ (212,693) | |
Weighted average outstanding shares of common stock - basic (in shares) | [1] | 156,189,000 | 153,494,000 | 155,579,000 | 149,898,000 |
Dilutive effect of common stock warrants, employee stock options and RSUs (in shares) | 0 | 0 | 78,182,000 | 0 | |
Weighted average outstanding shares of common stock - diluted (in shares) | 156,189,000 | 153,494,000 | 233,761,000 | 149,898,000 | |
Net (loss) / income per share: | |||||
Continuing operations — basic | $ (0.03) | $ (0.09) | $ 0.04 | $ (1.31) | |
Continuing operations — diluted | (0.03) | (0.09) | 0.03 | (1.31) | |
Discontinued operations — basic | (0.04) | (0.05) | (0.06) | (0.11) | |
Discontinued operations — diluted | (0.04) | (0.05) | (0.06) | (0.11) | |
Net loss attributable to CME Ltd. — basic | (0.07) | (0.14) | (0.02) | (1.42) | |
Net loss attributable to CME Ltd. — diluted | $ (0.07) | $ (0.14) | $ (0.02) | $ (1.42) | |
Series B Preferred Shares | |||||
Dilutive effect of Series B Preferred Shares | $ 0 | $ 0 | $ 0 | $ 0 | |
Common Class A [Member] | T W Investor [Member] | |||||
Net (loss) / income per share: | |||||
Incremental common shares attributable to dilutive effect of conversion of preferred stock (in shares) | 11,211,449 | 11,211,449 | 11,211,449 | 11,211,449 | |
[1] | (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the holder of the Series A Preferred Share is entitled to receive any dividends payable when dividends are declared by the Board of Directors with respect to any shares of common stock. |
EARNINGS PER SHARE Antidilutive
EARNINGS PER SHARE Antidilutive instruments (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 108,362 | 107,003 | 719 | 107,665 |
Employee stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 2,014 | 0 | 2,014 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 719 | 1,290 | 719 | 1,469 |
Series B Preferred Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 107,643 | 103,699 | 0 | 104,182 |
SEGMENT DATA Net Revenue and OI
SEGMENT DATA Net Revenue and OIBDA (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)operating_segment | Sep. 30, 2016USD ($) | ||
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 119,431,000 | $ 107,527,000 | $ 378,058,000 | $ 356,147,000 | |
OIBDA | 25,145,000 | 19,324,000 | 97,893,000 | 83,452,000 | |
Depreciation | (6,936,000) | (5,801,000) | (19,345,000) | (17,134,000) | |
Amortization of Intangible Assets | (2,187,000) | (2,073,000) | (6,349,000) | (6,247,000) | |
Operating income | 16,022,000 | 11,450,000 | 72,199,000 | 60,071,000 | |
Interest Expense | (18,352,000) | (22,424,000) | (54,773,000) | (90,640,000) | |
Nonoperating Income (Expense) | 3,643,000 | 350,000 | 12,783,000 | 1,638,000 | |
Income / (loss) before tax | 1,212,000 | (10,624,000) | 30,108,000 | (179,089,000) | |
Bulgaria | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 16,039,000 | 13,789,000 | 52,118,000 | 50,103,000 | |
OIBDA | 2,537,000 | 1,943,000 | 6,973,000 | 8,966,000 | |
Czech Republic | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 42,681,000 | 39,031,000 | 135,526,000 | 128,558,000 | |
OIBDA | 12,618,000 | 13,180,000 | 49,130,000 | 46,353,000 | |
Romania | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 40,469,000 | 36,970,000 | 127,983,000 | 118,269,000 | |
OIBDA | 15,496,000 | 12,606,000 | 52,450,000 | 45,030,000 | |
Slovak Republic | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 20,384,000 | 17,864,000 | 63,348,000 | 59,466,000 | |
OIBDA | 2,944,000 | (383,000) | 11,339,000 | 5,168,000 | |
Intersegment Revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | [1] | (142,000) | (127,000) | (917,000) | (249,000) |
Elimination | |||||
Segment Reporting Information [Line Items] | |||||
OIBDA | 10,000 | 6,000 | $ 27,000 | 9,000 | |
Total operating segments | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating segments | operating_segment | 4 | ||||
OIBDA | 33,605,000 | 27,352,000 | $ 119,919,000 | 105,526,000 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
OIBDA | $ (8,460,000) | $ (8,028,000) | $ (22,026,000) | $ (22,074,000) | |
[1] | (1) Reflects revenues earned from the sale of content to our other segments. All other revenues are third party revenues. |
SEGMENT DATA Total Assets (Deta
SEGMENT DATA Total Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 1,572,690 | $ 1,390,717 |
Assets held for sale | 135,171 | 121,516 | |
Bulgaria | |||
Segment Reporting Information [Line Items] | |||
Assets | 146,813 | 130,873 | |
Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 801,791 | 700,190 | |
Romania | |||
Segment Reporting Information [Line Items] | |||
Assets | 294,202 | 266,132 | |
Slovak Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 156,006 | 131,220 | |
Total operating segments | |||
Segment Reporting Information [Line Items] | |||
Assets | [1] | 1,398,812 | 1,228,415 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 38,707 | $ 40,786 | |
[1] | (1) Segment assets exclude any intercompany balances. |
SEGMENT DATA Capital Expenditur
SEGMENT DATA Capital Expenditure (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 16,389 | $ 14,850 |
Bulgaria | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 2,487 | 2,828 |
Czech Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 6,768 | 4,317 |
Romania | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 4,369 | 5,027 |
Slovak Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 1,520 | 1,286 |
Total operating segments | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 15,144 | 13,458 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 1,245 | $ 1,392 |
SEGMENT DATA Long Lived Assets
SEGMENT DATA Long Lived Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 100,308 | [1] | $ 89,080 | [1] | $ 88,474 | $ 87,943 | |
Bulgaria | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 7,511 | 6,280 | |||||
Czech Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 43,867 | 39,529 | |||||
Romania | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 26,917 | 22,796 | |||||
Slovak Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 17,956 | 15,326 | |||||
Total operating segments | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 96,251 | 83,931 | ||||
Corporate | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 4,057 | $ 5,149 | |||||
[1] | (1) Reflects property, plant and equipment, net |
SEGMENT DATA Revenue by Type (D
SEGMENT DATA Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting [Abstract] | ||||
Television advertising | $ 93,830 | $ 85,282 | $ 303,486 | $ 289,975 |
Carriage fees and subscriptions | 21,547 | 17,940 | 61,597 | 53,323 |
Other | 4,054 | 4,305 | 12,975 | 12,849 |
Total net revenues | $ 119,431 | $ 107,527 | $ 378,058 | $ 356,147 |
COMMITMENTS AND CONTINGENCIES P
COMMITMENTS AND CONTINGENCIES Programming Rights Agreements and Other Commitments (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Programming purchase obligations | ||
Long-term Purchase Commitment [Line Items] | ||
2,017 | $ 20,465,000 | |
2,018 | 41,150,000 | |
2,019 | 32,450,000 | |
2,020 | 26,094,000 | |
2,021 | 12,115,000 | |
2022 and thereafter | 6,612,000 | |
Total | 138,886,000 | $ 128,200,000 |
Other commitments | ||
Long-term Purchase Commitment [Line Items] | ||
2,017 | 6,802,000 | |
2,018 | 10,334,000 | |
2,019 | 11,733,000 | |
2,020 | 1,410,000 | |
2,021 | 429,000 | |
2022 and thereafter | 474,000 | |
Total | 31,182,000 | |
Capital expenditures | ||
Long-term Purchase Commitment [Line Items] | ||
2,017 | 2,055,000 | |
2,018 | 32,000 | |
2,019 | 13,000 | |
2,020 | 0 | |
2,021 | 0 | |
2022 and thereafter | 0 | |
Total | $ 2,100,000 |
COMMITMENTS AND CONTINGENCIES O
COMMITMENTS AND CONTINGENCIES Operating Lease Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 1,029 |
2,018 | 2,953 |
2,019 | 1,436 |
2,020 | 687 |
2,021 | 514 |
2022 and thereafter | 1,971 |
Total | $ 8,590 |
COMMITMENTS AND CONTINGENCIES88
COMMITMENTS AND CONTINGENCIES Other (Details) - Slovak Republic € in Millions | Sep. 30, 2017EUR (€) | Jun. 01, 2016 |
Loss Contingency, Pending Claims, Number | 3 | 4 |
Loss Contingency, Estimate of Possible Loss | € 69 | |
Loss Contingency, Claims Dismissed, Value | € 26 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Related Party Transaction [Line Items] | ||||||
Programming liabilities | $ 17,065 | $ 17,065 | $ 17,126 | |||
Other accounts payable and accrued liabilities | 69 | 69 | 194 | |||
Accrued interest payable | 24,176 | 24,176 | 9,588 | |||
Other non-current liabilities | $ 87,230 | $ 87,230 | 67,963 | |||
Time Warner [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage, related party | 46.50% | 46.50% | ||||
Purchases of programming | $ 4,504 | $ 4,052 | $ 11,696 | $ 11,961 | ||
Interest expense | 14,170 | $ 17,930 | 41,423 | $ 74,832 | ||
Programming liabilities | 17,065 | 17,065 | 17,126 | |||
Accrued interest payable | [1] | 24,176 | 24,176 | 9,588 | ||
Other non-current liabilities | [2] | 60,004 | 60,004 | 44,397 | ||
Accounts Payable [Member] | Time Warner [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Other accounts payable and accrued liabilities | $ 69 | $ 69 | $ 194 | |||
[1] | (1) Amount represents accrued Guarantee Fees for which we have not yet paid in cash or made an election to pay in kind. See Note 5, "Long-term Debt and Other Financing Arrangements". | |||||
[2] | (2) Amount represents Guarantee Fees for which we have made an election to pay in kind and the Commitment Fee. See Note 5, "Long-term Debt and Other Financing Arrangements". |