Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. | |
Entity Central Index Key | 0000925645 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 253,279,975 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Current assets | |||
Cash and cash equivalents | $ 80,032 | $ 62,031 | |
Accounts receivable, net (Note 6) | 153,822 | 193,371 | |
Program rights, net (Note 5) | 74,648 | 77,624 | |
Other current assets (Note 7) | 34,628 | 41,067 | |
Total current assets | 343,130 | 374,093 | |
Non-current assets | |||
Property, plant and equipment, net (Note 8) | [1] | 110,347 | 117,604 |
Program rights, net (Note 5) | 175,993 | 171,871 | |
Goodwill (Note 3) | 660,461 | 676,333 | |
Other intangible assets, net (Note 3) | 131,771 | 136,052 | |
Other non-current assets (Note 7) | 23,967 | 12,408 | |
Total non-current assets | 1,102,539 | 1,114,268 | |
Total assets | [2] | 1,445,669 | 1,488,361 |
Current liabilities | |||
Accounts payable and accrued liabilities (Note 9) | 127,222 | 120,468 | |
Current portion of long-term debt and other financing arrangements (Note 4) | 5,802 | 5,545 | |
Other current liabilities (Note 10) | 38,453 | 13,679 | |
Total current liabilities | 171,477 | 139,692 | |
Non-current liabilities | |||
Long-term debt and other financing arrangements (Note 4) | 700,694 | 782,685 | |
Other non-current liabilities (Note 10) | 81,526 | 67,293 | |
Total non-current liabilities | 782,220 | 849,978 | |
Commitments and contingencies (Note 20) | |||
200,000 shares of Series B Convertible Redeemable Preferred Stock of $0.08 each (December 31, 2018 - 200,000) (Note 13) | 269,370 | 269,370 | |
CME Ltd. shareholders’ equity (Note 14): | |||
One share of Series A Convertible Preferred Stock of $0.08 each (December 31, 2018 – one) | 0 | 0 | |
Additional paid-in capital | 2,004,188 | 2,003,518 | |
Accumulated deficit | (1,566,318) | (1,578,076) | |
Accumulated other comprehensive loss | (235,961) | (216,650) | |
Total CME Ltd. shareholders’ equity | 222,171 | 229,020 | |
Noncontrolling interests | 431 | 301 | |
Total equity | 222,602 | 229,321 | |
Total liabilities and equity | 1,445,669 | 1,488,361 | |
Class A Common Stock [Member] | |||
CME Ltd. shareholders’ equity (Note 14): | |||
Common stock | 20,262 | 20,228 | |
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 BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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) | 253,279,975 | 252,853,554 |
Common stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
Common Class B [Member] | ||
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.08 | $ 0.08 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Income Statement [Abstract] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 146,559 | $ 156,709 | |
Operating expenses: | |||
Content costs | 70,360 | 78,460 | |
Other operating costs | 13,248 | 14,467 | |
Depreciation of property, plant and equipment | 8,226 | 8,387 | |
Amortization of broadcast licenses and other intangibles | 2,194 | 2,356 | |
Cost of revenues | 94,028 | 103,670 | |
Selling, general and administrative expenses | 24,894 | 28,458 | |
Operating income | 27,637 | 24,581 | |
Interest expense (Note 15) | (8,242) | (17,818) | |
Other non-operating (expense) / income, net (Note 16) | (3,097) | 4,208 | |
Income before tax | 16,298 | 10,971 | |
Provision for income taxes | (4,547) | (4,215) | |
Income from continuing operations | 11,751 | 6,756 | |
Income from discontinued operations, net of tax | 0 | 316 | |
Net income | 11,751 | 7,072 | |
Net loss attributable to noncontrolling interests | 7 | 178 | |
Net income attributable to CME Ltd. | 11,758 | 7,250 | |
Currency translation adjustment | (15,843) | 11,785 | |
Unrealized (loss) / gain on derivative instruments (Note 12) | (3,331) | 191 | |
Total other comprehensive (loss) / income | (19,174) | 11,976 | |
Comprehensive (loss) / income | (7,423) | 19,048 | |
Comprehensive (income) / loss attributable to noncontrolling interests | (130) | 386 | |
Comprehensive (loss) / income attributable to CME Ltd. | $ (7,553) | $ 19,434 | |
Net (loss) / income per share: | |||
Continuing operations — basic | $ 0.03 | $ 0.02 | |
Continuing operations — diluted | 0.03 | 0.01 | |
Discontinued operations — basic | 0 | 0 | |
Discontinued operations — diluted | 0 | 0 | |
Attributable to CME Ltd. — basic | 0.03 | 0.02 | |
Attributable to CME Ltd. — diluted | $ 0.03 | $ 0.01 | |
Weighted average common shares used in computing per share amounts (000’s): | |||
Basic (in shares) | [1] | 264,199 | 158,039 |
Diluted (in shares) | 265,211 | 241,905 | |
[1] | (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 3 months ended Mar. 31, 2019 - USD ($) $ in Thousands | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Preferred Class A [Member]Series A Convertible Preferred Stock [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member] | Common Class B [Member]Common Stock [Member] |
BALANCE at Dec. 31, 2018 | $ 229,321 | $ 2,003,518 | $ (1,578,076) | $ (216,650) | $ 301 | $ 0 | $ 20,228 | $ 0 | |
BALANCE (in shares) at Dec. 31, 2018 | 1 | ||||||||
BALANCE (in shares) at Dec. 31, 2018 | 252,853,554 | 0 | 0 | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||
Stock-based compensation | 1,003 | 1,003 | |||||||
Shares issuance, stock-based compensation (in shares) | 426,421 | ||||||||
Share issuance, stock-based compensation | 0 | (34) | $ 34 | ||||||
Adjustments Related to Tax Withholding for Share-based Compensation | 299 | 299 | |||||||
Net income / (loss) | 11,751 | 11,758 | (7) | ||||||
Unrealized (loss) / gain on derivative instruments (Note 12) | (3,331) | (3,331) | |||||||
Currency translation adjustment | (15,843) | (15,980) | 137 | ||||||
Currency translation adjustment | (15,843) | ||||||||
BALANCE at Mar. 31, 2019 | $ 222,602 | $ 2,004,188 | $ (1,566,318) | $ (235,961) | $ 431 | $ 0 | $ 20,262 | $ 0 | |
BALANCE (in shares) at Mar. 31, 2019 | 1 | ||||||||
BALANCE (in shares) at Mar. 31, 2019 | 253,279,975 | 0 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands, € in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 11,751 | $ 7,072 |
Adjustments to reconcile net income to net cash generated from continuing operating activities: | ||
Income from discontinued operations, net of tax | 0 | (316) |
Amortization of program rights | 70,360 | 78,460 |
Depreciation and other amortization | 11,294 | 12,352 |
Loss on extinguishment of debt (Note 16) | 151 | 109 |
Gain on disposal of fixed assets | (6) | (37) |
Deferred income taxes | 373 | (90) |
Stock-based compensation (Note 17) | 1,003 | 1,112 |
Change in fair value of derivatives | 62 | 162 |
Foreign currency exchange loss / (gain), net | 2,681 | (3,617) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 35,220 | 27,574 |
Accounts payable and accrued liabilities | (5,138) | (9,452) |
Program rights | (57,978) | (76,104) |
Other assets and liabilities | (1,560) | (1,239) |
Accrued interest | 3,833 | 10,911 |
Income taxes payable | (2,118) | 180 |
Deferred revenue | 24,186 | 23,728 |
VAT and other taxes payable | 1,895 | 690 |
Net cash generated from continuing operating activities | 96,009 | 71,495 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property, plant and equipment | (4,365) | (5,369) |
Disposal of property, plant and equipment | 6 | 16 |
Net cash used in continuing investing activities | (4,359) | (5,353) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of debt | (68,900) | (61,645) |
Debt transactions costs | 0 | (173) |
Payments for Derivative Instrument, Financing Activities | (740) | 0 |
Payment of credit facilities and finance leases | (1,769) | (989) |
Proceeds from exercise of warrants | 0 | 2,281 |
Payments of withholding tax on net share settlement of share-based compensation | 299 | 0 |
Net cash used in continuing financing activities | (71,736) | (60,526) |
Net cash provided by discontinued operations - operating activities | 0 | 9,930 |
Net cash used in discontinued operations - investing activities | 0 | (376) |
Net cash used in discontinued operations - financing activities | 0 | 0 |
Impact of exchange rate fluctuations on cash and cash equivalents | (1,913) | 2,515 |
Net increase in cash and cash equivalents | 18,001 | 17,685 |
CASH AND CASH EQUIVALENTS, beginning of period | 62,031 | 58,748 |
CASH AND CASH EQUIVALENTS, end of period | 80,032 | 76,433 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes, net of refunds | 6,318 | 4,120 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accretion on Series B Convertible Redeemable Preferred Stock | 0 | 2,447 |
Cash paid for interest (including Guarantee Fees) | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid, excluding capitalized interest, operating activities | $ 3,093 | $ 4,883 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Central European Media Enterprises Ltd., a Bermuda company limited by shares, is a media and entertainment company operating in Central and Eastern Europe. Our assets are held through a series of Dutch and Curaçao holding companies. We manage our business on a geographical basis, with five operating segments; Bulgaria, the Czech Republic, Romania, the Slovak Republic and Slovenia, which are also our reportable segments and our main operating countries. See Note 19, "Segment Data" for financial information by segment. Our previously held Croatian operations, which were sold on July 31, 2018, are classified as discontinued operations in our condensed consolidated statement of operations for the period ended March 31, 2018. We are the market-leading broadcasters in each of our five operating countries with a combined portfolio of 30 television channels. Each country also develops and produces content for their television channels. We generate advertising revenues in our country operations primarily through entering into agreements with advertisers, advertising agencies and sponsors to place advertising on the television channels that we operate. We generate additional revenues by collecting fees from cable, and direct-to-home and internet protocol television ("IPTV") operators for carriage of our channels as well as from advertising related to our digital initiatives. Unless otherwise indicated, we own 100% of our broadcast operating and license companies in each country. Bulgaria We operate one general entertainment channel, BTV, and five other channels, BTV CINEMA, BTV COMEDY, BTV ACTION, BTV LADY and RING. We own 94% of CME Bulgaria B.V., the subsidiary that owns our Bulgaria operations. Czech Republic We operate one general entertainment channel, TV NOVA, and seven other channels, NOVA 2, NOVA CINEMA, NOVA SPORT 1, NOVA SPORT 2, NOVA ACTION, NOVA GOLD and NOVA INTERNATIONAL, a general entertainment channel broadcasting in the Slovak Republic. Romania We operate one general entertainment channel, PRO TV, and six other channels, PRO 2, PRO X, PRO GOLD, PRO CINEMA, PRO TV INTERNATIONAL, as well as PRO TV CHISINAU, a general entertainment channel broadcasting in Moldova. Slovak Republic We operate one general entertainment channel, TV MARKIZA, and three other channels, DOMA, DAJTO, and MARKIZA INTERNATIONAL, a general entertainment channel broadcasting in the Czech Republic. Slovenia We operate two general entertainment channels, POP TV and KANAL A, and three other channels, KINO, BRIO and OTO. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The terms the "Company", "we", "us", and “our” are used in this Form 10-Q to refer collectively to the parent company, Central European Media Enterprises Ltd. (“CME Ltd.”), and the subsidiaries through which our various businesses are conducted. Unless otherwise noted, all statistical and financial information presented in this report has been converted into U.S. dollars using period-end exchange rates. All references to "US$", "USD" or "dollars" are to U.S. dollars, all references to "BGN" are to the Bulgarian leva, all references to "CZK" are to the Czech koruna, all references to "RON" are to the New Romanian lei, and all references to "Euro" or "EUR" are to the European Union Euro. Where applicable, prior period presentation has been modified to conform to current year presentation. Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States of America (“US GAAP”). Amounts as of December 31, 2018 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, 2018 filed with the Securities and Exchange Commission on February 6, 2019 . Our significant accounting policies have not changed since December 31, 2018 , except as noted below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items and changes in US GAAP, necessary for their fair presentation in conformity with US GAAP for complete financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. Seasonality We experience seasonality, with advertising sales tending to be lowest during the third quarter of each calendar year due to the summer holiday period (typically July and August), and highest during the fourth quarter of each calendar year due to the winter holiday season. Recent Accounting Pronouncements Accounting Pronouncements Adopted 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 ("ROU"), with an available exception for leases with an initial term shorter than twelve months. Adoption of the guidance significantly changes the accounting for our operating leases while the accounting for our finance leases (previously called capital leases) remains substantially unchanged. We determine if an arrangement includes a lease at inception. An ROU represents our right to use an underlying asset for the lease term and the corresponding lease liability represents our obligation to make periodic payments arising from that lease. Operating lease ROUs and liabilities are recognized at their commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date of a lease in determining the present value of the lease payments. The operating lease ROU also includes any lease payments made prior to commencement and excludes any lease incentives received or to be received under the agreement. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise such option. Where lease agreements include both lease and non-lease components, we generally account for each separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. We consider operating leases that are for a period less than 12 months, inclusive of options to extend that we are reasonably certain to exercise, as short-term. Short-term leases are not recognized on the balance sheet. Short-term lease cost is recognized on a straight-line basis over the lease term. ROUs and related operating lease liabilities are included in other non-current assets, other current liabilities and other non-current liabilities, respectively on our condensed consolidated balance sheets. Operating lease costs are recognized on a straight-line basis over the lease term within content costs, other operating costs or sales, general and administrative expenses based on the use of the related ROU. ROUs and related finance lease liabilities are included in property and equipment, and long-term debt and other financing arrangements, respectively, on our condensed consolidated balance sheets. Depreciation of an asset held under a finance lease is recognized in depreciation of property, plant and equipment. We adopted this guidance as of the transition date of January 1, 2019, using the modified retrospective approach and have elected the transition option which allows us to continue to apply the legacy guidance for comparative periods, including disclosure requirements, in the year of adoption. We have elected to use the package of practical expedients available to us, including the short-term lease exception, however we have not elected the use of hindsight and have not elected to combine lease and non-lease components for our main classes of assets. On transition, we recorded approximately US$ 11.9 million in operating lease liabilities and right of use assets while our accounting for finance leases remains substantially unchanged. Recent Accounting Pronouncements Issued In June 2016, the FASB issued new guidance to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments replace the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for our fiscal year beginning January 1, 2020 with early adoption permitted for our fiscal year beginning January 1, 2019. We are still in the preliminary stages of our assessment and expect to adopt this guidance on January 1, 2020. In March 2019, the FASB issued new guidance that aligns the accounting for production costs of an episodic television series with the accounting for production costs of films. The guidance further requires that an entity test a film or license agreement for program material for impairment at a film group level and under a fair value model when the film or license agreement is predominantly monetized with other films and/or license agreements. The guidance is effective for our fiscal year beginning January 1, 2020 with early adoption permitted. We are still in the preliminary stages of our assessment. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | . GOODWILL AND INTANGIBLE ASSETS Goodwill: Goodwill by reporting unit as at March 31, 2019 and December 31, 2018 was as follows: Bulgaria Czech Republic Romania Slovak Republic Slovenia Total Gross Balance, December 31, 2018 $ 173,694 $ 808,970 $ 86,800 $ 50,081 $ 19,400 $ 1,138,945 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Balance, December 31, 2018 29,055 521,425 75,772 50,081 — 676,333 Foreign currency (545 ) (11,399 ) (2,986 ) (942 ) — (15,872 ) Balance, March 31, 2019 28,510 510,026 72,786 49,139 — 660,461 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Gross Balance, March 31, 2019 $ 173,149 $ 797,571 $ 83,814 $ 49,139 $ 19,400 $ 1,123,073 Other intangible assets: Changes in the net book value of our other intangible assets as at March 31, 2019 and December 31, 2018 are summarized as follows: March 31, 2019 December 31, 2018 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 85,263 $ — $ 85,263 $ 87,356 $ — $ 87,356 Amortized: Broadcast licenses 205,934 (161,371 ) 44,563 210,447 (162,936 ) 47,511 Trademarks 610 (610 ) — 631 (631 ) — Customer relationships 54,668 (54,032 ) 636 56,024 (55,158 ) 866 Other 2,867 (1,558 ) 1,309 1,868 (1,549 ) 319 Total $ 349,342 $ (217,571 ) $ 131,771 $ 356,326 $ (220,274 ) $ 136,052 Net broadcast licenses consist solely of our TV NOVA license in the Czech Republic, which is amortized on a straight-line basis through the expiration date of the license in 2025. Our customer relationships are deemed to have an economic useful life of, and are amortized on a straight-line basis, over five years to fifteen years . |
LONG-TERM DEBT AND OTHER FINANC
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS | . LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Summary March 31, 2019 December 31, 2018 Long-term debt $ 690,883 $ 772,339 Other credit facilities and finance leases 15,613 15,891 Total long-term debt and other financing arrangements 706,496 788,230 Less: current maturities (5,802 ) (5,545 ) Total non-current long-term debt and other financing arrangements $ 700,694 $ 782,685 Overview Total long-term debt and credit facilities comprised the following at March 31, 2019 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2021 Euro Loan $ 168,902 $ (344 ) $ 168,558 2023 Euro Loan 526,697 (4,372 ) 522,325 2023 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 695,599 $ (4,716 ) $ 690,883 (1) Debt issuance costs related to the 2021 Euro Loan, the 2023 Euro Loan and the 2023 Revolving Credit Facility (each as defined below) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2023 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet. On January 31, 2019, we paid EUR 60.0 million (approximately US$ 68.9 million at January 31, 2019 rates) of the outstanding principal balance of the 2021 Euro Loan. At March 31, 2019 , the maturity of our long-term debt and credit facilities was as follows: 2019 $ — 2020 — 2021 168,902 2022 — 2023 526,697 2024 and thereafter — Total long-term debt and credit facilities 695,599 Debt issuance costs (4,716 ) Carrying amount of long-term debt and credit facilities $ 690,883 Long-term Debt Our long-term debt comprised the following at March 31, 2019 and December 31, 2018 : Carrying Amount Fair Value March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 2021 Euro Loan $ 168,558 $ 240,296 $ 164,943 $ 233,058 2023 Euro Loan 522,325 532,043 502,730 502,617 $ 690,883 $ 772,339 $ 667,673 $ 735,675 The fair values of the Euro Loans (as defined below) as at March 31, 2019 and December 31, 2018 were determined based on comparable bond yield curves based on equivalent credit ratings. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements" . Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in each of the Euro Loans. The embedded derivatives are considered clearly and closely related to their respective Euro Loan, and as such are not required to be accounted for separately. 2021 Euro Loan As at March 31, 2019 , the principal amount of our floating rate senior unsecured term credit facility (the "2021 Euro Loan") outstanding was EUR 150.3 million (approximately US$ 168.9 million ). The 2021 Euro 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 Warner Media. As at March 31, 2019 , the all-in borrowing rate on amounts outstanding under the 2021 Euro Loan was 3.25% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2021 Euro Loan is payable quarterly in arrears on each February 13, May 13, August 13 and November 13. The 2021 Euro Loan matures on November 1, 2021 and may currently be prepaid at our option, in whole or in part, without premium or penalty from cash generated from our operations. From April 26, 2020, the 2021 Euro Loan may be refinanced at our option. The 2021 Euro Loan is a senior unsecured obligation of CME Ltd. and is unconditionally guaranteed by CME BV and by Warner Media and certain of its subsidiaries. 2023 Euro Loan As at March 31, 2019 , the principal amount of our floating rate senior unsecured term credit facility (the "2023 Euro Loan") outstanding was EUR 468.8 million (approximately US$ 526.7 million ). The 2023 Euro 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 Warner Media. As at March 31, 2019 , the all-in borrowing rate on amounts outstanding under the 2023 Euro Loan was 3.75% , the components of which are shown in the table below under the heading "Interest Rate Summary". Interest on the 2023 Euro Loan is payable quarterly in arrears on each January 7, April 7, July 7 and October 7. The 2023 Euro Loan matures on April 26, 2023 and may be prepaid at our option, in whole or in part, without premium or penalty from cash generated from our operations. From April 26, 2020, the 2023 Euro Loan may be refinanced at our option. The 2023 Euro Loan is a senior unsecured obligation of CME BV and is unconditionally guaranteed by CME Ltd. and by Warner Media and certain of its subsidiaries. Reimbursement Agreement and Guarantee Fees In connection with Warner Media’s guarantees of the 2021 Euro Loan and 2023 Euro Loan (collectively, the "Euro Loans"), we entered into a reimbursement agreement (as amended, the “Reimbursement Agreement") with Warner Media. The Reimbursement Agreement provides for the payment of guarantee fees (collectively, the "Guarantee Fees") to Warner Media as consideration for those guarantees, and the reimbursement to Warner Media of any amounts paid by them under any guarantee or through any loan purchase right exercised by it. The loan purchase right allows Warner Media to purchase any amount outstanding under the Euro Loans from the lenders following an event of default under the Euro Loans or the Reimbursement Agreement. The Reimbursement Agreement is 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 2023 Revolving Credit Facility (described below). We pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the tables below: All-in Rate Consolidated Net Leverage 2021 Euro Loan 2023 Euro Loan ≥ 7.0x 6.00 % 6.50 % < 7.0x - 6.0x 5.00 % 5.50 % < 6.0x - 5.0x 4.25 % 4.75 % < 5.0x - 4.0x 3.75 % 4.25 % < 4.0x - 3.0x 3.25 % 3.75 % < 3.0x 3.25 % 3.50 % Our consolidated net leverage as at March 31, 2019 and December 31, 2018 was 3.0x and 3.5x , respectively. For the three months ended March 31, 2019 and 2018 , we recognized US$ 3.7 million and US$ 10.8 , respectively, of Guarantee Fees as interest expense in our condensed consolidated statements of operations and comprehensive income / loss. The Guarantee Fees relating to the 2021 Euro Loan are payable semi-annually in arrears on each May 1 and November 1. The Guarantee Fees relating to the 2023 Euro Loan are payable semi-annually in arrears on each June 1 and December 1. The Guarantee Fees on the 2023 Euro Loan that were previously paid in kind are presented as a component of other non-current liabilities (see Note 10, "Other Liabilities" ) and bear interest per annum at the applicable Guarantee Fee rate (as set forth in the table below). Guarantee Fees are included in cash flows from operating activities in our condensed consolidated statements of cash flows. Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2021 Euro Loan 1.28 % 0.31 % (1) 1.66 % 3.25 % 2023 Euro Loan 1.28 % 0.28 % (2) 2.19 % 3.75 % 2023 Revolving Credit Facility (if drawn) 6.10 % (3) — % — % 6.10 % (1) Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to 0.47% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.25% if our net leverage ratio remains unchanged. (2) Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.75% if our net leverage ratio remains unchanged. (3) Based on the three month LIBOR of 2.60% as at March 31, 2019 . 2023 Revolving Credit Facility We had no balance outstanding under the US$ 75.0 million revolving credit facility (the "2023 Revolving Credit Facility") as at March 31, 2019 . The 2023 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternate base rate ("ABR Loans" as defined in the 2023 Revolving Credit Facility Agreement) plus the spread applicable to ABR Loans based on our consolidated net leverage or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0% , plus the spread applicable to the Eurodollar Loans (as defined in the 2023 Revolving Credit Facility Agreement) based on our consolidated net leverage ratio (as defined in the Reimbursement Agreement), with all amounts payable in cash. The maturity date of the 2023 Revolving Credit Facility is April 26, 2023. When drawn, the 2023 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty. As at March 31, 2019 , the following spreads were applicable: Consolidated Net Leverage Alternate Base Rate Loans Eurodollar Loans ≥ 7.0x 5.25 % 6.25 % < 7.0x - 6.0x 4.25 % 5.25 % < 6.0x - 5.0x 3.50 % 4.50 % < 5.0x - 4.0x 3.00 % 4.00 % < 4.0x - 3.0x 2.50 % 3.50 % < 3.0x 2.25 % 3.25 % The 2023 Revolving Credit Facility is 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 2023 Revolving Credit Facility agreement contains limitations on CME’s ability to incur indebtedness, incur guarantees, grant liens, pay dividends or make other distributions, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, make certain investments acquisitions and loans, and conduct certain asset sales. The agreement also contains maintenance covenants in respect of interest cover and total leverage ratios, and has covenants in respect of incurring indebtedness, the provision of guarantees, making investments and disposals, granting security and certain events of defaults. Other Credit Facilities and Finance Lease Obligations Other credit facilities and finance lease obligations comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Credit facilities (1) – (4) $ — $ — Finance leases (Note 11) 15,613 15,891 Total credit facilities and finance leases 15,613 15,891 Less: current maturities (5,802 ) (5,545 ) Total non-current credit facilities and finance leases $ 9,811 $ 10,346 (1) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit throughout the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at March 31, 2019 , we had deposits of US$ 56.5 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, 2018 , we had deposits of US$ 36.8 million in and no drawings on the BMG cash pool. (2) Under a factoring framework agreement with Factoring Česka spořitelna a.s., up to CZK 475.0 million (approximately US$ 20.7 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) Under a factoring framework agreement with Factoring KB, a.s., up to CZK 270.0 million (approximately US$ 11.8 million ) from certain customers in the Czech Republic may be factored on a non-recourse basis. The facility has a factoring fee of 0.11% of any factored receivable and bears interest at one-month PRIBOR plus 0.95% per annum for the period that receivables are factored and outstanding up to a maximum of 60 days from the due date. (4) Under a factoring framework agreement with Global Funds IFN S.A., receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable. |
PROGRAM RIGHTS
PROGRAM RIGHTS | 3 Months Ended |
Mar. 31, 2019 | |
PROGRAM RIGHTS [Abstract] | |
PROGRAM RIGHTS | . PROGRAM RIGHTS Program rights comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Program rights: Acquired program rights, net of amortization $ 152,435 $ 153,761 Less: current portion of acquired program rights (74,648 ) (77,624 ) Total non-current acquired program rights 77,787 76,137 Produced program rights – Feature Films: Released, net of amortization 606 653 Produced program rights – Television Programs: Released, net of amortization 53,795 55,220 Completed and not released 12,178 8,347 In production 31,037 30,904 Development and pre-production 590 610 Total produced program rights 98,206 95,734 Total non-current acquired program rights and produced program rights $ 175,993 $ 171,871 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE | . ACCOUNTS RECEIVABLE Accounts receivable comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Third-party customers $ 163,524 $ 203,068 Less: allowance for bad debts and credit notes (9,702 ) (9,697 ) Total accounts receivable $ 153,822 $ 193,371 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
Other Assets [Abstract] | |
OTHER ASSETS | . OTHER ASSETS Other current and non-current assets comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Current: Prepaid acquired programming $ 21,560 $ 29,918 Other prepaid expenses 10,732 9,119 VAT recoverable 2,186 1,702 Other 150 328 Total other current assets $ 34,628 $ 41,067 March 31, 2019 December 31, 2018 Non-current: Capitalized debt costs (Note 4) $ 8,928 $ 9,660 Deferred tax 2,357 2,411 Operating lease - right of use asset (Note 11) 12,320 — Other 362 337 Total other non-current assets $ 23,967 $ 12,408 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | . PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Land and buildings $ 98,391 $ 100,574 Machinery, fixtures and equipment 202,864 206,491 Other equipment 34,605 35,022 Software 66,264 68,239 Construction in progress 2,373 4,663 Total cost 404,497 414,989 Less: accumulated depreciation (294,150 ) (297,385 ) Total net book value $ 110,347 $ 117,604 Assets held under finance leases (included in the above) Land and buildings $ 3,914 $ 3,989 Machinery, fixtures and equipment 26,561 25,414 Total cost 30,475 29,403 Less: accumulated depreciation (11,605 ) (10,705 ) Total net book value $ 18,870 $ 18,698 The movement in the net book value of property, plant and equipment during the three months ended March 31, 2019 and 2018 was comprised of: For the Three Months Ended March 31, 2019 2018 Opening balance $ 117,604 $ 119,349 Additions (1) 3,923 7,014 Disposals — (1 ) Depreciation (8,226 ) (8,387 ) Foreign currency movements (2,954 ) 3,515 Ending balance $ 110,347 $ 121,490 (1) Includes assets acquired under finance leases of US$ 2.2 million and US$ 2.0 million for the three months ended March 31, 2019 and 2018 , respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | . ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Accounts payable and accrued expenses $ 53,147 $ 48,708 Related party accounts payable 280 292 Programming liabilities 20,396 16,072 Related party programming liabilities 12,959 12,171 Duties and other taxes payable 11,156 9,014 Accrued staff costs 11,758 17,425 Accrued interest payable 2,248 2,456 Related party accrued interest payable (including Guarantee Fees) 5,759 1,749 Income taxes payable 8,038 10,415 Other accrued liabilities 1,481 2,166 Total accounts payable and accrued liabilities $ 127,222 $ 120,468 |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities [Abstract] | |
OTHER LIABILITIES | 10. OTHER LIABILITIES Other current and non-current liabilities comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Current: Deferred revenue $ 33,319 $ 9,906 Legal provisions 687 1,978 Operating lease liability (Note 11) 3,443 — Other 1,004 1,795 Total other current liabilities $ 38,453 $ 13,679 March 31, 2019 December 31, 2018 Non-current: Deferred tax $ 22,344 $ 22,545 Derivative instruments 12,557 9,817 Operating lease liability (Note 11) 8,828 — Related party Guarantee Fee payable (Note 4) 33,465 33,465 Other 4,332 1,466 Total other non-current liabilities $ 81,526 $ 67,293 During the three months ended March 31, 2019 and 2018 , we recognized revenue of US$ 2.8 million and US$ 2.5 million , which we had deferred as at December 31, 2018 and 2017, respectively. |
LEASES LEASES
LEASES LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES We enter into operating and finance leases for offices, production and related facilities, cars and certain equipment. Our leases have remaining lease terms up to ten years. Certain lease agreements include options to extend for up to three years and include options to terminate within one year. The components of lease cost for the three months ended March 31, 2019 were as follows: For the Three Months Ended March 31, Operating lease cost: Short-term operating lease cost $ 1,684 Long-term operating lease cost 1,150 Total operating lease cost $ 2,834 Finance lease cost: Amortization of right-of-use asset $ 1,255 Interest of lease liabilities 107 Total finance lease cost $ 1,362 The classification of cash flows related to our leases for the three months ended March 31, 2019 was as follows: For the Three Months Ended March 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,321 Operating cash flows from finance leases 109 Financing cash flows from finance leases 1,769 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,564 Finance leases 2,248 Our current and non-current assets and liabilities related to our leasing arrangements comprised the following at March 31, 2019 : March 31, 2019 Operating Leases Operating lease right-of-use-assets, gross $ 13,284 Accumulated amortization (964 ) Operating lease right-of-use-assets, net $ 12,320 Other current liabilities $ 3,443 Other non-current liabilities 8,828 Total operating lease liabilities $ 12,271 Finance Leases Property, plant and equipment, gross $ 30,475 Accumulated depreciation (11,605 ) Property, plant and equipment, net $ 18,870 Current portion of long-term debt and other financing arrangements $ 5,802 Long-term debt and other financing arrangements 9,811 Total finance lease liabilities $ 15,613 Weighted Average Remaining Lease Term Years Operating leases 5.3 Finance leases 2.9 Weighted Average Discount Rate Discount Rate Operating leases 4.71 % Finance leases 2.09 % Our lease liabilities had the following maturities at March 31, 2019 : Operating Leases Finance Leases 2019 $ 3,270 $ 4,583 2020 3,060 5,677 2021 2,179 4,215 2022 1,460 1,565 2023 1,322 36 2024 and thereafter 2,732 16 Total undiscounted payments 14,023 16,092 Less: amount representing interest (1,752 ) (479 ) Present value of net minimum lease payments $ 12,271 $ 15,613 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS ASC 820, "Fair Value Measurements and Disclosure", establishes a hierarchy that prioritizes the inputs to those valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Basis of Fair Value Measurement Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments. Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to the short-term nature of these items. The fair value of our long-term debt is included in Note 4, "Long-term Debt and Other Financing Arrangements" . Hedging Activities Cash Flow Hedges of Interest Rate Risk We are party to interest rate swap agreements to mitigate our exposure to interest rate fluctuations on the outstanding principal amount of the Euro Loans. These interest rate swaps provide us with variable-rate cash receipts in exchange for fixed-rate payments over the lives of the agreements, with no exchange of the underlying notional amount. These instruments are carried at fair value on our condensed consolidated balance sheets as other current and other non-current liabilities based on their maturity. We value the interest rate swap agreements using a valuation model which calculates the fair value on the basis of the net present value of the estimated future cash flows. The most significant input used in the valuation model is the expected EURIBOR-based yield curve. These instruments were allocated to Level 2 of the fair value hierarchy because the critical inputs to this model, including current interest rates, relevant yield curves and the known contractual terms of the instruments, were readily observable. Each instrument is fully designated as a cash flow hedge, including amounts that were previously de-designated. All changes in the fair value of these instruments are recorded in accumulated other comprehensive income / loss and subsequently reclassified to interest expense when the hedged item affects earnings. Information relating to financial instruments is as follows: Trade Date Number of Contracts Aggregate Notional Amount Maturity Date Objective Fair Value as at March 31, 2019 November 10, 2015 3 EUR 150,335 November 1, 2019 Interest rate hedge underlying 2021 Euro Loan $ (317 ) April 26, 2018 3 EUR 150,335 November 1, 2021 Interest rate hedge underlying 2021 Euro Loan, forward starting on November 1, 2019 $ (1,368 ) April 5, 2016 5 EUR 468,800 February 19, 2021 Interest rate hedge underlying 2023 Euro Loan $ (2,497 ) April 26, 2018 4 EUR 468,800 April 26, 2023 Interest rate hedge underlying 2023 Euro Loan, forward starting on February 19, 2021 $ (8,691 ) Fair Value of Derivatives The change in fair value of derivatives not recognized within accumulated other comprehensive income / loss comprised the following for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Loss on interest rate swaps (36 ) (228 ) Change in fair value of derivatives $ (36 ) $ (228 ) |
CONVERTIBLE REDEEMABLE PREFERRE
CONVERTIBLE REDEEMABLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
CONVERTIBLE REDEEMABLE PREFERRED STOCK | CONVERTIBLE REDEEMABLE PREFERRED SHARES 200,000 shares of our Series B Convertible Redeemable Preferred Stock, par value US$ 0.08 per share (the “Series B Preferred Shares”) were issued and outstanding as at March 31, 2019 and December 31, 2018 . The Series B Preferred Shares are held by Time Warner Media Holdings B.V. ("TW Investor"), a wholly owned subsidiary of AT&T. As at March 31, 2019 and December 31, 2018 , the accreted value of the Series B Preferred Shares was US$ 269.4 million . The Series B Preferred Shares have a stated value of US$ 1,000 per share and no longer accrete subsequent to June 24, 2018. As of March 31, 2019 , the 200,000 shares of Series B preferred stock were convertible into approximately 111.1 million shares of Class A common stock. Each Series B Preferred Share may, at the holder's option, be converted into the number of shares of our Class A common stock determined by dividing (i) the accreted stated value plus accrued but unpaid dividends, if any, in each case as of the conversion date, by (ii) the conversion price, which was approximately US$ 2.42 at March 31, 2019 , but is subject to adjustment from time to time pursuant to customary weighted-average anti-dilution provisions with respect to our issuances of equity or equity-linked securities at a price below the then-applicable conversion price (excluding any securities issued under our benefit plans at or above fair market value). We have the right to redeem the Series B Preferred Shares in whole or in part upon 30 days ' written notice. The redemption price of each outstanding Series B Preferred Share is equal to its accreted stated value plus accrued but unpaid dividends, if any, in each case as of the redemption date specified in the redemption notice. After receipt of a redemption notice, each holder of Series B Preferred Shares will have the right to convert, prior to the date of redemption, all or part of such Series B Preferred Shares to be redeemed by us into shares of our Class A common stock in accordance with the terms of conversion described above. Holders of the Series B Preferred Shares have no voting rights on any matter presented to holders of any class of our capital stock, with the exception that they may vote with holders of shares of our Class A common stock (i) with respect to a change of control event or (ii) as provided by our Bye-laws or applicable Bermuda law. Holders of Series B Preferred Shares will participate in any dividends declared or paid on our Class A common stock on an as-converted basis. The Series B Preferred Shares will rank pari passu with our Series A Convertible Preferred Stock and senior to all other equity securities of the Company in respect of payment of dividends and distribution of assets upon liquidation. The Series B Preferred Shares have such other rights, powers and preferences as are set forth in the Certificate of Designation for the Series B Preferred Shares. The Series B Preferred Shares are not considered a liability and the embedded conversion feature does not require bifurcation. The Series B Preferred Shares are classified outside of permanent equity at redemption value. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
EQUITY | 14. EQUITY Preferred Stock 5,000,000 shares of Preferred Stock were authorized as at March 31, 2019 and December 31, 2018 . One share of Series A Convertible Preferred Stock (the "Series A Preferred Share") was issued and outstanding as at March 31, 2019 and December 31, 2018 . The Series A Preferred Share is convertible into 11,211,449 shares of Class A common stock on the date that is 61 days after the date on which the ownership of our outstanding shares of Class A common stock by a group that includes TW Investor and its affiliates would not be greater than 49.9% . The Series A Preferred Share is entitled to one vote per each share of Class A common stock into which it is convertible and has such other rights, powers and preferences, including potential adjustments to the number of shares of Class A common stock to be issued upon conversion, as are set forth in the Certificate of Designation for the Series A Preferred Share. 200,000 shares of Series B Preferred Shares were issued and outstanding as at March 31, 2019 and December 31, 2018 (see Note 13, "Convertible Redeemable Preferred Shares" ). As of March 31, 2019 , the 200,000 Series B Preferred Shares were convertible into approximately 111.1 million shares of Class A common stock. Class A and Class B Common Stock 440,000,000 shares of Class A common stock and 15,000,000 shares of Class B common stock were authorized as at March 31, 2019 and December 31, 2018 . The rights of the holders of Class A common stock and Class B common stock are identical except for voting rights. The shares of Class A common stock are entitled to one vote per share and the shares of Class B common stock are entitled to ten votes per share. Shares of Class B common stock are convertible into shares of Class A common stock on a one -for- one basis for no additional consideration and automatically convert into shares of Class A common stock on a one-for-one basis when the number of shares of Class B common stock is less than 10% of the total number of shares of common stock outstanding. Holders of each class of shares are entitled to receive dividends and upon liquidation or dissolution are entitled to receive all assets available for distribution to holders of our common stock. Under our bye-laws, the holders of each class have no pre-emptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. There were 253.3 million and 252.9 million shares of Class A common stock outstanding at March 31, 2019 and December 31, 2018 , respectively, and no shares of Class B common stock outstanding at March 31, 2019 or December 31, 2018 . As at March 31, 2019 , TW Investor owns 64.1% of the outstanding shares of Class A common stock. In connection with the exercise of warrants by Warner Media and TW Investor, each of them issued standing proxies to the independent directors of the Company, pursuant to which they granted the right to vote the approximately 100.9 million shares of Class A common stock received on the exercise of those warrants (the “Warrant Shares”) on all matters other than a transaction resulting in a change in control. In accordance with these proxies, the Warrant Shares will be voted in proportion to votes cast at a general meeting of the Company, excluding such Warrant Shares. Warner Media and TW Investor have undertaken to maintain this proxy arrangement in effect until April 2020 and may at their option extend it for an additional year from that date. As a result of the standing proxies, after giving effect to its ownership of the Series A Preferred Share, TW Investor has a 44.4% voting interest in the Company. Accumulated Other Comprehensive Loss The movement in accumulated other comprehensive loss during the three months ended March 31, 2019 comprised the following: Currency translation adjustment, net Unrealized (loss) / gain on derivative instruments designated as hedging instruments TOTAL Accumulated Other Comprehensive Loss BALANCE December 31, 2018 $ (207,668 ) $ (8,982 ) $ (216,650 ) Other comprehensive loss before reclassifications: Foreign exchange loss on intercompany loans (1) (612 ) — (612 ) Foreign exchange loss on the Series B Preferred Shares (5,106 ) — (5,106 ) Currency translation adjustment (10,262 ) — (10,262 ) Change in the fair value of hedging instruments — (3,702 ) (3,702 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value reclassified to interest expense — 371 371 Net other comprehensive loss (15,980 ) (3,331 ) (19,311 ) BALANCE March 31, 2019 $ (223,648 ) $ (12,313 ) $ (235,961 ) (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. |
INTEREST EXPENSE
INTEREST EXPENSE | 3 Months Ended |
Mar. 31, 2019 | |
Interest Expense [Abstract] | |
INTEREST EXPENSE | INTEREST EXPENSE Interest expense comprised the following for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Interest on long-term debt and other financing arrangements $ 7,368 $ 16,209 Amortization of capitalized debt issuance costs 874 1,609 Total interest expense $ 8,242 $ 17,818 We paid cash interest (including Guarantee Fees) of US$ 3.1 million and US$ 4.9 million during the three months ended March 31, 2019 and 2018 , respectively. |
OTHER NONOPERATING EXPENSE, NET
OTHER NONOPERATING EXPENSE, NET | 3 Months Ended |
Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER NON-OPERATING INCOME / EXPENSE | OTHER NON-OPERATING INCOME / EXPENSE, NET Other non-operating income / expense, net comprised the following for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Interest income $ 152 $ 144 Foreign currency exchange (loss) / gain, net (3,077 ) 4,390 Change in fair value of derivatives (Note 12) (36 ) (228 ) Loss on extinguishment of debt (151 ) (109 ) Other income, net 15 11 Total other non-operating (expense) / income, net $ (3,097 ) $ 4,208 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
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, are forfeited or withheld, 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 months ended March 31, 2019 and 2018 , we recognized charges for stock-based compensation of US$ 1.0 million and US$ 1.1 million, respectively, presented as a component of selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive income / loss. Stock Options Grants of options allow the holders to purchase shares of Class A common stock at an exercise price, which is generally the market price prevailing at the date of the grant, with vesting between one and four years after the awards are granted. There was no option activity during the three months ended March 31, 2019 . The summary of stock options outstanding as at March 31, 2019 and December 31, 2018 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 2,011,392 $ 2.32 6.58 $ 916 Outstanding at March 31, 2019 2,011,392 2.32 6.33 3,329 Vested and expected to vest 2,011,392 2.32 6.33 3,329 Exercisable at March 31, 2019 1,508,544 $ 2.32 6.33 $ 2,497 When options are vested, holders may exercise them at any time up to the maximum contractual life of the instrument which is specified in the option agreement. At March 31, 2019 , the maximum life of options that were issued under the 2015 Plan was ten years . Upon providing the appropriate written notification, holders pay the exercise price and receive shares. Shares delivered in respect of stock option exercises are newly issued shares. The aggregate intrinsic value (the difference between the stock price on the last day of trading of the first quarter of 2019 and the exercise prices multiplied by the number of in-the-money options) represents the total intrinsic value that would have been received by the option holders had they exercised all in-the-money options as at March 31, 2019 . This amount changes based on the fair value of our Class A common stock. As at March 31, 2019 , there was US$ 0.2 million of unrecognized compensation expense related to stock options which is expected to be recognized over a weighted-average period of 0.33 years with all options vesting by March 2020. Restricted Stock Units with Time-Based Vesting Each RSU represents a right to receive one share of Class A common stock of the Company for each RSU that vests in accordance with a time-based vesting schedule, generally between one to four years from the date of grant. Holders of RSU awards are not entitled to receive cash dividend equivalents prior to the vesting of awards and are not entitled to vote shares underlying awards. The following table summarizes information about unvested RSUs as at March 31, 2019 and December 31, 2018 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2018 1,996,355 $ 3.68 Granted 977,200 3.55 Vested (510,903 ) 3.38 Unvested at March 31, 2019 2,462,652 $ 3.69 The intrinsic value of unvested RSUs was US$ 9.8 million as at March 31, 2019 . Total unrecognized compensation cost related to unvested RSUs as at March 31, 2019 was US$ 7.8 million and is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units with Performance Conditions Each RSU with performance conditions (“PRSU”) represents a right to receive one share of Class A common stock of the Company for each PRSU that vests in accordance with a performance-based vesting schedule. The performance-based vesting schedule sets forth specified objectives for unlevered free cash flow and OIBDA over defined periods and by defined dates. Holders of PRSU awards are not entitled to receive cash dividend equivalents prior to the vesting of awards and are not entitled to vote shares underlying awards. On December 4, 2018, the 2018 PRSU Award was granted with unlevered free cash flow and OIBDA targets corresponding to two, three and four-year performance periods ending December 31, 2020, 2021 and 2022, respectively. The maximum achievement under the 2018 PRSU Award is 200% of the shares allotted to the corresponding target. Due to the uncertainty of achieving any of the prescribed targets within the 2018 PRSU Award, we have not recognized any related compensation cost. The following table summarizes information about unvested PRSUs as at March 31, 2019 and December 31, 2018 : Number of Shares / Units Weighted-Average Grant Date Fair Value Unvested at December 31, 2018 501,572 $ 3.19 Granted — — Vested — — Unvested at March 31, 2019 501,572 $ 3.19 The intrinsic value of unvested PRSUs was US$ 2.0 million as at March 31, 2019 . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 18. EARNINGS PER SHARE We determined that the Series B Preferred Shares are a participating security, and accordingly, our basic and diluted net income / loss per share is calculated using the two-class method. Under the two-class method, basic net income / loss per common share is computed by dividing the net income available to common shareholders after deducting contractual amounts of accretion on our Series B Preferred Shares and the income allocated to these shares by the weighted-average number of common shares outstanding during the period. Diluted net income / loss per share is computed by dividing the adjusted net income by the weighted-average number of dilutive shares outstanding during the period after adjusting for the impact of those dilutive shares on the allocation of income to the Series B Preferred Shares. The components of basic and diluted earnings per share are as follows: For the Three Months Ended March 31, 2019 2018 Income from continuing operations $ 11,751 $ 6,756 Net loss attributable to noncontrolling interests 7 178 Less: preferred share accretion paid in kind (Note 13) — (2,447 ) Less: income allocated to Series B Preferred Shares (3,482 ) (1,838 ) Income from continuing operations available to common shareholders, net of noncontrolling interest 8,276 2,649 Income from discontinued operations, net of tax — 316 Less income allocated to Series B Preferred Shares — (129 ) Net income attributable to CME Ltd. available to common shareholders — basic 8,276 2,836 Effect of dilutive securities Dilutive effect of employee stock options, RSUs and Series B Preferred Shares 9 469 Net income attributable to CME Ltd. available to common shareholders — diluted $ 8,285 $ 3,305 Weighted average outstanding shares of common stock — basic (1) 264,199 158,039 Dilutive effect of employee stock options, RSUs and common stock warrants 1,012 83,866 Weighted average outstanding shares of common stock — diluted 265,211 241,905 Net income per share: Continuing operations — basic $ 0.03 $ 0.02 Continuing operations — diluted 0.03 0.01 Discontinued operations — basic — 0.00 Discontinued operations — diluted — 0.00 Attributable to CME Ltd. — basic 0.03 0.02 Attributable to CME Ltd. — diluted $ 0.03 $ 0.01 (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. Weighted-average equity awards and convertible shares are excluded from the calculation of diluted earnings per share if their effect would be anti-dilutive. The following instruments were anti-dilutive but may be dilutive in future periods: For the Three Months Ended March 31, 2019 2018 RSUs 1,064 903 Total 1,064 903 |
SEGMENT DATA
SEGMENT DATA | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | . SEGMENT DATA We manage our business on a geographical basis, with five operating segments: Bulgaria, the Czech Republic, Romania, the Slovak Republic and Slovenia, which are also our reportable segments and our main operating countries. These segments reflect how CME Ltd.’s operating performance is evaluated by our chief operating decision makers, who we have identified as our co-Chief Executive Officers; how operations are managed by segment managers; and the structure of our internal financial reporting. Our segments generate revenues primarily from the sale of advertising and sponsorship on our channels. This is supplemented by revenues from cable and satellite television service providers that carry our channels on their platforms and from revenues through the sale of distribution rights to third parties. We do not rely on any single major customer or group of major customers. Intersegment revenues and profits have been eliminated in consolidation. We evaluate our consolidated results and the performance of our segments based on net revenues and OIBDA (as defined below). We believe OIBDA is useful to investors because it provides a meaningful representation of our performance as it excludes certain items that either do not impact our cash flows or the operating results of our operations. OIBDA is also used as a component in determining management bonuses. OIBDA includes amortization and impairment of program rights and is calculated as operating income / loss before depreciation, amortization of intangible assets, impairments of assets and certain unusual or infrequent items that are not considered by our chief operating decision makers when evaluating our performance. Below are tables showing our net revenues, OIBDA, total assets, capital expenditures and long-lived assets for our continuing operations by segment for the three months ended March 31, 2019 and 2018 for condensed consolidated statements of operations and comprehensive income / loss data and condensed consolidated statements of cash flow data; and as at March 31, 2019 and December 31, 2018 for condensed consolidated balance sheet data. Net revenues: For the Three Months Ended March 31, 2019 2018 Bulgaria $ 19,293 $ 19,433 Czech Republic 50,316 51,534 Romania 38,810 45,961 Slovak Republic 21,332 22,953 Slovenia 17,850 17,530 Intersegment revenues (1) (1,042 ) (702 ) Total net revenues $ 146,559 $ 156,709 (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. OIBDA: For the Three Months Ended March 31, 2019 2018 Bulgaria $ 6,121 $ 2,981 Czech Republic 14,947 15,370 Romania 17,533 18,893 Slovak Republic 1,729 1,103 Slovenia 4,931 4,653 Elimination 48 16 Total operating segments 45,309 43,016 Corporate (7,252 ) (7,692 ) Total OIBDA 38,057 35,324 Depreciation of property, plant and equipment (8,226 ) (8,387 ) Amortization of broadcast licenses and other intangibles (2,194 ) (2,356 ) Operating income 27,637 24,581 Interest expense (Note 15) (8,242 ) (17,818 ) Other non-operating (expense) / income, net (Note 16) (3,097 ) 4,208 Income before tax $ 16,298 $ 10,971 Total assets: (1) March 31, 2019 December 31, 2018 Bulgaria $ 141,175 $ 142,165 Czech Republic 740,905 771,286 Romania 272,740 297,937 Slovak Republic 144,972 146,252 Slovenia 86,391 89,440 Total operating segments 1,386,183 1,447,080 Corporate 59,486 41,281 Total assets $ 1,445,669 $ 1,488,361 (1) Segment assets exclude any intercompany balances. Capital expenditures: For the Three Months Ended March 31, 2019 2018 Bulgaria $ 774 $ 451 Czech Republic 1,687 2,507 Romania 417 576 Slovak Republic 202 411 Slovenia 1,219 1,271 Total operating segments 4,299 5,216 Corporate 66 153 Total capital expenditures $ 4,365 $ 5,369 Long-lived assets: (1) March 31, 2019 December 31, 2018 Bulgaria $ 10,838 $ 10,627 Czech Republic 37,292 39,314 Romania 30,116 33,368 Slovak Republic 15,469 16,376 Slovenia 14,919 15,955 Total operating segments 108,634 115,640 Corporate 1,713 1,964 Total long-lived assets $ 110,347 $ 117,604 (1) Reflects property, plant and equipment, net. Revenues from contracts with customers comprised the following for the three months ended March 31, 2019 and 2018 : Consolidated revenue by type: For the Three Months Ended March 31, 2019 2018 Television advertising $ 111,047 $ 123,306 Carriage fees and subscriptions 29,550 28,564 Other 5,962 4,839 Total net revenues $ 146,559 $ 156,709 Management reviews the performance of our operations based on the above revenue types as well as on a geographic basis as described above. Management does not review other disaggregations of revenues from contracts with customers. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments a) Programming Rights Agreements and Other Commitments At March 31, 2019 , we had total commitments of US$ 76.2 million ( December 31, 2018 : US$ 62.8 million ) in respect of future programming, including contracts signed with license periods starting after the balance sheet date. In addition, we have digital transmission obligations and other commitments as follows: Programming purchase obligations Other commitments 2019 $ 18,764 $ 9,121 2020 22,197 8,083 2021 19,464 2,686 2022 11,527 2,767 2023 3,498 3,054 2024 and thereafter 745 — Total $ 76,195 $ 25,711 Contingencies Litigation We are from time to time party to legal proceedings, arbitrations and regulatory proceedings arising in the normal course of our business operations, including the proceeding described below. We evaluate, on a quarterly basis, developments in such matters and provide accruals for such matters, as appropriate. In making such decisions, we consider the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of a loss. An unfavorable outcome in any such proceedings, if material, could have an adverse effect on our business or condensed consolidated financial statements. In the fourth quarter of 2016, our Slovak subsidiary MARKIZA-SLOVAKIA, spol. s.r.o. ("Markiza") was notified of claims that were filed in June 2016 in a court of first instance in Bratislava, the Slovak Republic to collect amounts allegedly owing under four promissory notes that have a collective face value of approximately EUR 69.0 million. These four promissory notes were purportedly issued in June 2000 by Pavol Rusko in his personal capacity and were purportedly guaranteed by Markiza under the signature of Mr. Rusko, who was an executive director of Markiza at that time as well as one of its shareholders. Two of the notes purport to be issued in favor of Marian Kocner, a controversial Slovak businessman, and the other two to a long-time associate of Mr. Kocner. All four notes were supposedly assigned several times, 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, each of which purportedly has a face value of approximately EUR 8.3 million , allegedly matured in 2015; and the other two , each of which purportedly has a face value of approximately EUR 26.2 million , allegedly matured in 2016. The four notes accrue interest from their purported maturity dates. Although Mr. Rusko has asserted, both in written responses to active claims filed in respect of three of the promissory notes as well as in subsequent oral testimony, that he signed the notes in June 2000, we do not believe that the notes were signed in June 2000 or that any of the notes are authentic. 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. One of those claims, concerning one of the promissory notes having a face value of approximately EUR 8.3 million (the "First PN Case"), was subsequently reassigned. Proceedings on the claim in respect of the fourth promissory note (in the amount of approximately EUR 26.2 million ) were terminated in January 2017 by the presiding judge because the plaintiff failed to pay court fees and were terminated a second time by a different presiding judge in September 2017 after the plaintiff refiled but failed to pay court fees a second time. During the first quarter of 2018, the court of first instance began to schedule hearings in respect of the First PN Case as well in respect of the claims relating to the second promissory note having a face value of approximately EUR 8.3 million (the "Second PN Case") and one of the promissory notes having a face value of approximately EUR 26.2 million (the "Third PN Case"). On April 26, 2018, the judge in the First PN Case ruled in favor of the plaintiff. Markiza appealed that decision. On May 14, 2018, Markiza filed a criminal complaint with the Special Prosecutor's Office of the Slovak Republic (the "Special Prosecutor’s Office") alleging that Mr. Kocner and Mr. Rusko committed the offenses of (1) counterfeiting, falsification, and illegal production of money and securities and (2) obstruction or perversion of justice. The Special Prosecutor’s Office opened criminal proceedings in the matter at that time. On June 20, 2018, the Special Prosecutor’s Office issued a decision to formally charge Mr. Kocner and Mr. Rusko with counterfeiting, falsification, and illegal production of money and securities and with obstruction or perversion of justice and initiated a pre-trial investigation. Following this decision, Mr. Kocner has been taken into pre-trial custody by the Slovak authorities. Subsequently, the Special Prosecutor’s Office has charged Mr. Kocner’s long-time associate, who allegedly received two of the alleged promissory notes as the original beneficial owner and purported to endorse those notes to a company controlled by Mr. Kocner, with counterfeiting, falsification, and illegal production of money and securities. On October 12, 2018, the court of first instance terminated proceedings in respect of the Second PN Case because the plaintiff failed to pursue the claim, which the plaintiff appealed. On December 14, 2018, the appellate court suspended proceedings in respect of the First PN Case until a final and enforceable decision has been rendered in the criminal proceedings. On December 21, 2018, the appellate court reversed the decision of the court of first instance to terminate the Second PN Case and directed the case be tried on the merits. No hearings have been held or scheduled in respect of this claim subsequent to that decision. In addition there have been no hearings held in respect of the Third PN Case since the initiation of the criminal proceedings. On March 19, 2019, following the conclusion of the pre-trial investigation, the Special Prosecutor’s Office formally indicted Mr. Kocner and Mr. Rusko with counterfeiting, falsification, and illegal production of money and securities and with obstruction or perversion of justice. The special criminal court overseeing these criminal proceedings has not yet scheduled any hearings. Markiza is seeking to have the civil proceedings in respect of all of these claims either suspended until the conclusion of the criminal proceedings or dismissed. In the event any of the civil proceedings are not suspended or dismissed, Markiza will continue to vigorously defend the claims. Based on the facts and circumstances of these cases, we have not accrued any amounts in respect of these claims. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
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 AT&T, which is represented on our Board of Directors and holds a 44.4% voting interest in CME Ltd. (see Note 14, "Equity" ) as at March 31, 2019 , as material related party transactions. AT&T For the Three Months Ended March 31, 2019 2018 Cost of revenues $ 4,976 $ 6,002 Interest expense 4,754 12,516 March 31, 2019 December 31, 2018 Programming liabilities $ 12,959 $ 12,171 Other accounts payable and accrued liabilities 280 292 Accrued interest payable (1) 5,759 1,749 Other non-current liabilities (2) 33,465 33,465 (1) Amount represents accrued Guarantee Fees for which we have not yet paid. See Note 4, "Long-term Debt and Other Financing Arrangements" . (2) Amount represents Guarantee Fees for which we had previously made an election to pay in kind. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 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, 2018 filed with the Securities and Exchange Commission on February 6, 2019 . Our significant accounting policies have not changed since December 31, 2018 , except as noted below. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items and changes in US GAAP, necessary for their fair presentation in conformity with US GAAP for complete financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. |
Basis of Consolidation | Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of CME Ltd. and our subsidiaries, after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. Other investments are accounted for using the cost method. |
Seasonality | Seasonality We experience seasonality, with advertising sales tending to be lowest during the third quarter of each calendar year due to the summer holiday period (typically July and August), and highest during the fourth quarter of each calendar year due to the winter holiday season. |
Recent Accounting Pronouncements | Accounting Pronouncements Adopted In 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 ("ROU"), with an available exception for leases with an initial term shorter than twelve months. Adoption of the guidance significantly changes the accounting for our operating leases while the accounting for our finance leases (previously called capital leases) remains substantially unchanged. We determine if an arrangement includes a lease at inception. An ROU represents our right to use an underlying asset for the lease term and the corresponding lease liability represents our obligation to make periodic payments arising from that lease. Operating lease ROUs and liabilities are recognized at their commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date of a lease in determining the present value of the lease payments. The operating lease ROU also includes any lease payments made prior to commencement and excludes any lease incentives received or to be received under the agreement. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise such option. Where lease agreements include both lease and non-lease components, we generally account for each separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. We consider operating leases that are for a period less than 12 months, inclusive of options to extend that we are reasonably certain to exercise, as short-term. Short-term leases are not recognized on the balance sheet. Short-term lease cost is recognized on a straight-line basis over the lease term. ROUs and related operating lease liabilities are included in other non-current assets, other current liabilities and other non-current liabilities, respectively on our condensed consolidated balance sheets. Operating lease costs are recognized on a straight-line basis over the lease term within content costs, other operating costs or sales, general and administrative expenses based on the use of the related ROU. ROUs and related finance lease liabilities are included in property and equipment, and long-term debt and other financing arrangements, respectively, on our condensed consolidated balance sheets. Depreciation of an asset held under a finance lease is recognized in depreciation of property, plant and equipment. We adopted this guidance as of the transition date of January 1, 2019, using the modified retrospective approach and have elected the transition option which allows us to continue to apply the legacy guidance for comparative periods, including disclosure requirements, in the year of adoption. We have elected to use the package of practical expedients available to us, including the short-term lease exception, however we have not elected the use of hindsight and have not elected to combine lease and non-lease components for our main classes of assets. On transition, we recorded approximately US$ 11.9 million in operating lease liabilities and right of use assets while our accounting for finance leases remains substantially unchanged. Recent Accounting Pronouncements Issued In June 2016, the FASB issued new guidance to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments replace the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for our fiscal year beginning January 1, 2020 with early adoption permitted for our fiscal year beginning January 1, 2019. We are still in the preliminary stages of our assessment and expect to adopt this guidance on January 1, 2020 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments Policy | ASC 820, "Fair Value Measurements and Disclosure", establishes a hierarchy that prioritizes the inputs to those valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Basis of Fair Value Measurement Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted instruments. Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate their fair value due to the short-term nature of these items. The fair value of our long-term debt is included in Note 4, "Long-term Debt and Other Financing Arrangements" . |
EARNINGS PER SHARE Policies (Po
EARNINGS PER SHARE Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy [Policy Text Block] | We determined that the Series B Preferred Shares are a participating security, and accordingly, our basic and diluted net income / loss per share is calculated using the two-class method. Under the two-class method, basic net income / loss per common share is computed by dividing the net income available to common shareholders after deducting contractual amounts of accretion on our Series B Preferred Shares and the income allocated to these shares by the weighted-average number of common shares outstanding during the period. Diluted net income / loss per share is computed by dividing the adjusted net income by the weighted-average number of dilutive shares outstanding during the period after adjusting for the impact of those dilutive shares on the allocation of income to the Series B Preferred Shares. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill by reporting unit as at March 31, 2019 and December 31, 2018 was as follows: Bulgaria Czech Republic Romania Slovak Republic Slovenia Total Gross Balance, December 31, 2018 $ 173,694 $ 808,970 $ 86,800 $ 50,081 $ 19,400 $ 1,138,945 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Balance, December 31, 2018 29,055 521,425 75,772 50,081 — 676,333 Foreign currency (545 ) (11,399 ) (2,986 ) (942 ) — (15,872 ) Balance, March 31, 2019 28,510 510,026 72,786 49,139 — 660,461 Accumulated impairment losses (144,639 ) (287,545 ) (11,028 ) — (19,400 ) (462,612 ) Gross Balance, March 31, 2019 $ 173,149 $ 797,571 $ 83,814 $ 49,139 $ 19,400 $ 1,123,073 |
Schedule of Finite-Lived and Indefinite-Lived Intengible Assets | hanges in the net book value of our other intangible assets as at March 31, 2019 and December 31, 2018 are summarized as follows: March 31, 2019 December 31, 2018 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Indefinite-lived: Trademarks $ 85,263 $ — $ 85,263 $ 87,356 $ — $ 87,356 Amortized: Broadcast licenses 205,934 (161,371 ) 44,563 210,447 (162,936 ) 47,511 Trademarks 610 (610 ) — 631 (631 ) — Customer relationships 54,668 (54,032 ) 636 56,024 (55,158 ) 866 Other 2,867 (1,558 ) 1,309 1,868 (1,549 ) 319 Total $ 349,342 $ (217,571 ) $ 131,771 $ 356,326 $ (220,274 ) $ 136,052 |
LONG-TERM DEBT AND OTHER FINA_2
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Summary March 31, 2019 December 31, 2018 Long-term debt $ 690,883 $ 772,339 Other credit facilities and finance leases 15,613 15,891 Total long-term debt and other financing arrangements 706,496 788,230 Less: current maturities (5,802 ) (5,545 ) Total non-current long-term debt and other financing arrangements $ 700,694 $ 782,685 |
Schedule of Long-term Debt Instruments | Total long-term debt and credit facilities comprised the following at March 31, 2019 : Principal Amount of Liability Component Debt Issuance Costs (1) Net Carrying Amount 2021 Euro Loan $ 168,902 $ (344 ) $ 168,558 2023 Euro Loan 526,697 (4,372 ) 522,325 2023 Revolving Credit Facility — — — Total long-term debt and credit facilities $ 695,599 $ (4,716 ) $ 690,883 (1) Debt issuance costs related to the 2021 Euro Loan, the 2023 Euro Loan and the 2023 Revolving Credit Facility (each as defined below) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2023 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet Our long-term debt comprised the following at March 31, 2019 and December 31, 2018 : Carrying Amount Fair Value March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 2021 Euro Loan $ 168,558 $ 240,296 $ 164,943 $ 233,058 2023 Euro Loan 522,325 532,043 502,730 502,617 $ 690,883 $ 772,339 $ 667,673 $ 735,675 |
Schedule of Guarantor Obligations | We pay Guarantee Fees to Warner Media based on the amounts outstanding on the Euro Loans calculated on a per annum basis and on our consolidated net leverage (as defined in the Reimbursement Agreement) as shown in the tables below: All-in Rate Consolidated Net Leverage 2021 Euro Loan 2023 Euro Loan ≥ 7.0x 6.00 % 6.50 % < 7.0x - 6.0x 5.00 % 5.50 % < 6.0x - 5.0x 4.25 % 4.75 % < 5.0x - 4.0x 3.75 % 4.25 % < 4.0x - 3.0x 3.25 % 3.75 % < 3.0x 3.25 % 3.50 % , the following spreads were applicable: Consolidated Net Leverage Alternate Base Rate Loans Eurodollar Loans ≥ 7.0x 5.25 % 6.25 % < 7.0x - 6.0x 4.25 % 5.25 % < 6.0x - 5.0x 3.50 % 4.50 % < 5.0x - 4.0x 3.00 % 4.00 % < 4.0x - 3.0x 2.50 % 3.50 % < 3.0x 2.25 % 3.25 % |
Schedule of Interest Rate Summary | Interest Rate Summary Base Rate Rate Fixed Pursuant to Interest Rate Hedges Guarantee Fee Rate All-in Borrowing Rate 2021 Euro Loan 1.28 % 0.31 % (1) 1.66 % 3.25 % 2023 Euro Loan 1.28 % 0.28 % (2) 2.19 % 3.75 % 2023 Revolving Credit Facility (if drawn) 6.10 % (3) — % — % 6.10 % (1) Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to 0.47% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.25% if our net leverage ratio remains unchanged. (2) Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97% , with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.75% if our net leverage ratio remains unchanged. (3) Based on the three month LIBOR of 2.60% as at March 31, 2019 . |
Credit Facilities And Capital Lease Obligations | Other credit facilities and finance lease obligations comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Credit facilities (1) – (4) $ — $ — Finance leases (Note 11) 15,613 15,891 Total credit facilities and finance leases 15,613 15,891 Less: current maturities (5,802 ) (5,545 ) Total non-current credit facilities and finance leases $ 9,811 $ 10,346 (1) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit throughout the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited. As at March 31, 2019 , we had deposits of US$ 56.5 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, 2018 , we had deposits of US$ 36.8 million in and no drawings on the BMG cash pool. (2) Under a factoring framework agreement with Factoring Česka spořitelna a.s., up to CZK 475.0 million (approximately US$ 20.7 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) Under a factoring framework agreement with Factoring KB, a.s., up to CZK 270.0 million (approximately US$ 11.8 million ) from certain customers in the Czech Republic may be factored on a non-recourse basis. The facility has a factoring fee of 0.11% of any factored receivable and bears interest at one-month PRIBOR plus 0.95% per annum for the period that receivables are factored and outstanding up to a maximum of 60 days from the due date. (4) Under a factoring framework agreement with Global Funds IFN S.A., receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable. |
Maturity Of Senior Debt And Credit Facility | At March 31, 2019 , the maturity of our long-term debt and credit facilities was as follows: 2019 $ — 2020 — 2021 168,902 2022 — 2023 526,697 2024 and thereafter — Total long-term debt and credit facilities 695,599 Debt issuance costs (4,716 ) Carrying amount of long-term debt and credit facilities $ 690,883 |
PROGRAM RIGHTS (Tables)
PROGRAM RIGHTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
PROGRAM RIGHTS [Abstract] | |
Schedule of Program Rights | Program rights comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Program rights: Acquired program rights, net of amortization $ 152,435 $ 153,761 Less: current portion of acquired program rights (74,648 ) (77,624 ) Total non-current acquired program rights 77,787 76,137 Produced program rights – Feature Films: Released, net of amortization 606 653 Produced program rights – Television Programs: Released, net of amortization 53,795 55,220 Completed and not released 12,178 8,347 In production 31,037 30,904 Development and pre-production 590 610 Total produced program rights 98,206 95,734 Total non-current acquired program rights and produced program rights $ 175,993 $ 171,871 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Third-party customers $ 163,524 $ 203,068 Less: allowance for bad debts and credit notes (9,702 ) (9,697 ) Total accounts receivable $ 153,822 $ 193,371 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other current and non-current assets comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Current: Prepaid acquired programming $ 21,560 $ 29,918 Other prepaid expenses 10,732 9,119 VAT recoverable 2,186 1,702 Other 150 328 Total other current assets $ 34,628 $ 41,067 March 31, 2019 December 31, 2018 Non-current: Capitalized debt costs (Note 4) $ 8,928 $ 9,660 Deferred tax 2,357 2,411 Operating lease - right of use asset (Note 11) 12,320 — Other 362 337 Total other non-current assets $ 23,967 $ 12,408 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Land and buildings $ 98,391 $ 100,574 Machinery, fixtures and equipment 202,864 206,491 Other equipment 34,605 35,022 Software 66,264 68,239 Construction in progress 2,373 4,663 Total cost 404,497 414,989 Less: accumulated depreciation (294,150 ) (297,385 ) Total net book value $ 110,347 $ 117,604 Assets held under finance leases (included in the above) Land and buildings $ 3,914 $ 3,989 Machinery, fixtures and equipment 26,561 25,414 Total cost 30,475 29,403 Less: accumulated depreciation (11,605 ) (10,705 ) Total net book value $ 18,870 $ 18,698 |
Property Plant And Equipment Rollforward | The movement in the net book value of property, plant and equipment during the three months ended March 31, 2019 and 2018 was comprised of: For the Three Months Ended March 31, 2019 2018 Opening balance $ 117,604 $ 119,349 Additions (1) 3,923 7,014 Disposals — (1 ) Depreciation (8,226 ) (8,387 ) Foreign currency movements (2,954 ) 3,515 Ending balance $ 110,347 $ 121,490 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Accounts payable and accrued expenses $ 53,147 $ 48,708 Related party accounts payable 280 292 Programming liabilities 20,396 16,072 Related party programming liabilities 12,959 12,171 Duties and other taxes payable 11,156 9,014 Accrued staff costs 11,758 17,425 Accrued interest payable 2,248 2,456 Related party accrued interest payable (including Guarantee Fees) 5,759 1,749 Income taxes payable 8,038 10,415 Other accrued liabilities 1,481 2,166 Total accounts payable and accrued liabilities $ 127,222 $ 120,468 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Liabilities [Abstract] | |
Schedule of Other Liabilities | Other current and non-current liabilities comprised the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Current: Deferred revenue $ 33,319 $ 9,906 Legal provisions 687 1,978 Operating lease liability (Note 11) 3,443 — Other 1,004 1,795 Total other current liabilities $ 38,453 $ 13,679 March 31, 2019 December 31, 2018 Non-current: Deferred tax $ 22,344 $ 22,545 Derivative instruments 12,557 9,817 Operating lease liability (Note 11) 8,828 — Related party Guarantee Fee payable (Note 4) 33,465 33,465 Other 4,332 1,466 Total other non-current liabilities $ 81,526 $ 67,293 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Leases | The components of lease cost for the three months ended March 31, 2019 were as follows: For the Three Months Ended March 31, Operating lease cost: Short-term operating lease cost $ 1,684 Long-term operating lease cost 1,150 Total operating lease cost $ 2,834 Finance lease cost: Amortization of right-of-use asset $ 1,255 Interest of lease liabilities 107 Total finance lease cost $ 1,362 Our current and non-current assets and liabilities related to our leasing arrangements comprised the following at March 31, 2019 : March 31, 2019 Operating Leases Operating lease right-of-use-assets, gross $ 13,284 Accumulated amortization (964 ) Operating lease right-of-use-assets, net $ 12,320 Other current liabilities $ 3,443 Other non-current liabilities 8,828 Total operating lease liabilities $ 12,271 Finance Leases Property, plant and equipment, gross $ 30,475 Accumulated depreciation (11,605 ) Property, plant and equipment, net $ 18,870 Current portion of long-term debt and other financing arrangements $ 5,802 Long-term debt and other financing arrangements 9,811 Total finance lease liabilities $ 15,613 Weighted Average Remaining Lease Term Years Operating leases 5.3 Finance leases 2.9 Weighted Average Discount Rate Discount Rate Operating leases 4.71 % Finance leases 2.09 % |
Classification of Cash Flows Related to Leases | The classification of cash flows related to our leases for the three months ended March 31, 2019 was as follows: For the Three Months Ended March 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,321 Operating cash flows from finance leases 109 Financing cash flows from finance leases 1,769 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,564 Finance leases 2,248 |
Schedule of Lease Liability Maturities | Our lease liabilities had the following maturities at March 31, 2019 : Operating Leases Finance Leases 2019 $ 3,270 $ 4,583 2020 3,060 5,677 2021 2,179 4,215 2022 1,460 1,565 2023 1,322 36 2024 and thereafter 2,732 16 Total undiscounted payments 14,023 16,092 Less: amount representing interest (1,752 ) (479 ) Present value of net minimum lease payments $ 12,271 $ 15,613 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Information relating to financial instruments is as follows: Trade Date Number of Contracts Aggregate Notional Amount Maturity Date Objective Fair Value as at March 31, 2019 November 10, 2015 3 EUR 150,335 November 1, 2019 Interest rate hedge underlying 2021 Euro Loan $ (317 ) April 26, 2018 3 EUR 150,335 November 1, 2021 Interest rate hedge underlying 2021 Euro Loan, forward starting on November 1, 2019 $ (1,368 ) April 5, 2016 5 EUR 468,800 February 19, 2021 Interest rate hedge underlying 2023 Euro Loan $ (2,497 ) April 26, 2018 4 EUR 468,800 April 26, 2023 Interest rate hedge underlying 2023 Euro Loan, forward starting on February 19, 2021 $ (8,691 ) |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | |
Schedule of Changes in Fair Value of Derivatives | The change in fair value of derivatives not recognized within accumulated other comprehensive income / loss comprised the following for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Loss on interest rate swaps (36 ) (228 ) Change in fair value of derivatives $ (36 ) $ (228 ) |
EQUITY AOCI (Tables)
EQUITY AOCI (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Loss The movement in accumulated other comprehensive loss during the three months ended March 31, 2019 comprised the following: Currency translation adjustment, net Unrealized (loss) / gain on derivative instruments designated as hedging instruments TOTAL Accumulated Other Comprehensive Loss BALANCE December 31, 2018 $ (207,668 ) $ (8,982 ) $ (216,650 ) Other comprehensive loss before reclassifications: Foreign exchange loss on intercompany loans (1) (612 ) — (612 ) Foreign exchange loss on the Series B Preferred Shares (5,106 ) — (5,106 ) Currency translation adjustment (10,262 ) — (10,262 ) Change in the fair value of hedging instruments — (3,702 ) (3,702 ) Amounts reclassified from accumulated other comprehensive loss: Changes in fair value reclassified to interest expense — 371 371 Net other comprehensive loss (15,980 ) (3,331 ) (19,311 ) BALANCE March 31, 2019 $ (223,648 ) $ (12,313 ) $ (235,961 ) (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. |
INTEREST EXPENSE (Tables)
INTEREST EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Interest Expense [Abstract] | |
Schedule of Interest Expense | Interest expense comprised the following for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Interest on long-term debt and other financing arrangements $ 7,368 $ 16,209 Amortization of capitalized debt issuance costs 874 1,609 Total interest expense $ 8,242 $ 17,818 |
OTHER NONOPERATING EXPENSE, N_2
OTHER NONOPERATING EXPENSE, NET (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of other non-operating expense, net | Other non-operating income / expense, net comprised the following for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Interest income $ 152 $ 144 Foreign currency exchange (loss) / gain, net (3,077 ) 4,390 Change in fair value of derivatives (Note 12) (36 ) (228 ) Loss on extinguishment of debt (151 ) (109 ) Other income, net 15 11 Total other non-operating (expense) / income, net $ (3,097 ) $ 4,208 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Options Activity | There was no option activity during the three months ended March 31, 2019 . The summary of stock options outstanding as at March 31, 2019 and December 31, 2018 is presented below: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2018 2,011,392 $ 2.32 6.58 $ 916 Outstanding at March 31, 2019 2,011,392 2.32 6.33 3,329 Vested and expected to vest 2,011,392 2.32 6.33 3,329 Exercisable at March 31, 2019 1,508,544 $ 2.32 6.33 $ 2,497 |
Schedule of Restricted Stock Unit Activity | The following table summarizes information about unvested RSUs as at March 31, 2019 and December 31, 2018 : Number of Shares / Units Weighted Average Grant Date Fair Value Unvested at December 31, 2018 1,996,355 $ 3.68 Granted 977,200 3.55 Vested (510,903 ) 3.38 Unvested at March 31, 2019 2,462,652 $ 3.69 |
Schedule of Unvested PRSUs | The following table summarizes information about unvested PRSUs as at March 31, 2019 and December 31, 2018 : Number of Shares / Units Weighted-Average Grant Date Fair Value Unvested at December 31, 2018 501,572 $ 3.19 Granted — — Vested — — Unvested at March 31, 2019 501,572 $ 3.19 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The components of basic and diluted earnings per share are as follows: For the Three Months Ended March 31, 2019 2018 Income from continuing operations $ 11,751 $ 6,756 Net loss attributable to noncontrolling interests 7 178 Less: preferred share accretion paid in kind (Note 13) — (2,447 ) Less: income allocated to Series B Preferred Shares (3,482 ) (1,838 ) Income from continuing operations available to common shareholders, net of noncontrolling interest 8,276 2,649 Income from discontinued operations, net of tax — 316 Less income allocated to Series B Preferred Shares — (129 ) Net income attributable to CME Ltd. available to common shareholders — basic 8,276 2,836 Effect of dilutive securities Dilutive effect of employee stock options, RSUs and Series B Preferred Shares 9 469 Net income attributable to CME Ltd. available to common shareholders — diluted $ 8,285 $ 3,305 Weighted average outstanding shares of common stock — basic (1) 264,199 158,039 Dilutive effect of employee stock options, RSUs and common stock warrants 1,012 83,866 Weighted average outstanding shares of common stock — diluted 265,211 241,905 Net income per share: Continuing operations — basic $ 0.03 $ 0.02 Continuing operations — diluted 0.03 0.01 Discontinued operations — basic — 0.00 Discontinued operations — diluted — 0.00 Attributable to CME Ltd. — basic 0.03 0.02 Attributable to CME Ltd. — diluted $ 0.03 $ 0.01 (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | eighted-average equity awards and convertible shares are excluded from the calculation of diluted earnings per share if their effect would be anti-dilutive. The following instruments were anti-dilutive but may be dilutive in future periods: For the Three Months Ended March 31, 2019 2018 RSUs 1,064 903 Total 1,064 903 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | Net revenues: For the Three Months Ended March 31, 2019 2018 Bulgaria $ 19,293 $ 19,433 Czech Republic 50,316 51,534 Romania 38,810 45,961 Slovak Republic 21,332 22,953 Slovenia 17,850 17,530 Intersegment revenues (1) (1,042 ) (702 ) Total net revenues $ 146,559 $ 156,709 (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | OIBDA: For the Three Months Ended March 31, 2019 2018 Bulgaria $ 6,121 $ 2,981 Czech Republic 14,947 15,370 Romania 17,533 18,893 Slovak Republic 1,729 1,103 Slovenia 4,931 4,653 Elimination 48 16 Total operating segments 45,309 43,016 Corporate (7,252 ) (7,692 ) Total OIBDA 38,057 35,324 Depreciation of property, plant and equipment (8,226 ) (8,387 ) Amortization of broadcast licenses and other intangibles (2,194 ) (2,356 ) Operating income 27,637 24,581 Interest expense (Note 15) (8,242 ) (17,818 ) Other non-operating (expense) / income, net (Note 16) (3,097 ) 4,208 Income before tax $ 16,298 $ 10,971 |
Reconciliation of Assets from Segment to Consolidated | Total assets: (1) March 31, 2019 December 31, 2018 Bulgaria $ 141,175 $ 142,165 Czech Republic 740,905 771,286 Romania 272,740 297,937 Slovak Republic 144,972 146,252 Slovenia 86,391 89,440 Total operating segments 1,386,183 1,447,080 Corporate 59,486 41,281 Total assets $ 1,445,669 $ 1,488,361 (1) Segment assets exclude any intercompany balances. |
Segment Reporting Capital Expenditure | Capital expenditures: For the Three Months Ended March 31, 2019 2018 Bulgaria $ 774 $ 451 Czech Republic 1,687 2,507 Romania 417 576 Slovak Republic 202 411 Slovenia 1,219 1,271 Total operating segments 4,299 5,216 Corporate 66 153 Total capital expenditures $ 4,365 $ 5,369 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Long-lived assets: (1) March 31, 2019 December 31, 2018 Bulgaria $ 10,838 $ 10,627 Czech Republic 37,292 39,314 Romania 30,116 33,368 Slovak Republic 15,469 16,376 Slovenia 14,919 15,955 Total operating segments 108,634 115,640 Corporate 1,713 1,964 Total long-lived assets $ 110,347 $ 117,604 (1) Reflects property, plant and equipment, net |
Revenues by Type | Revenues from contracts with customers comprised the following for the three months ended March 31, 2019 and 2018 : Consolidated revenue by type: For the Three Months Ended March 31, 2019 2018 Television advertising $ 111,047 $ 123,306 Carriage fees and subscriptions 29,550 28,564 Other 5,962 4,839 Total net revenues $ 146,559 $ 156,709 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At March 31, 2019 , we had total commitments of US$ 76.2 million ( December 31, 2018 : US$ 62.8 million ) in respect of future programming, including contracts signed with license periods starting after the balance sheet date. In addition, we have digital transmission obligations and other commitments as follows: Programming purchase obligations Other commitments 2019 $ 18,764 $ 9,121 2020 22,197 8,083 2021 19,464 2,686 2022 11,527 2,767 2023 3,498 3,054 2024 and thereafter 745 — Total $ 76,195 $ 25,711 |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | For the Three Months Ended March 31, 2019 2018 Cost of revenues $ 4,976 $ 6,002 Interest expense 4,754 12,516 March 31, 2019 December 31, 2018 Programming liabilities $ 12,959 $ 12,171 Other accounts payable and accrued liabilities 280 292 Accrued interest payable (1) 5,759 1,749 Other non-current liabilities (2) 33,465 33,465 (1) Amount represents accrued Guarantee Fees for which we have not yet paid. See Note 4, "Long-term Debt and Other Financing Arrangements" . (2) Amount represents Guarantee Fees for which we had previously made an election to pay in kind. |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2019channelsoperating_segment | |
Product Information [Line Items] | |
Number of operating segments | operating_segment | 5 |
Number of television channels within segment | 30 |
Percentage owned by Parent | 100.00% |
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 | 6 |
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 (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 12,320 | $ 0 | |
Operating lease liabilities | $ 12,271 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 11,900 | ||
Operating lease liabilities | $ 11,900 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2018 | $ 1,138,945 |
Accumulated impairment losses, beginning balance | (462,612) |
Balance, December 31, 2018 | 676,333 |
Foreign currency | (15,872) |
Balance, March 31, 2019 | 660,461 |
Accumulated impairment losses, ending balance | (462,612) |
Gross Balance, March 31, 2019 | 1,123,073 |
Bulgaria | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2018 | 173,694 |
Accumulated impairment losses, beginning balance | (144,639) |
Balance, December 31, 2018 | 29,055 |
Foreign currency | (545) |
Balance, March 31, 2019 | 28,510 |
Accumulated impairment losses, ending balance | (144,639) |
Gross Balance, March 31, 2019 | 173,149 |
Czech Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2018 | 808,970 |
Accumulated impairment losses, beginning balance | (287,545) |
Balance, December 31, 2018 | 521,425 |
Foreign currency | (11,399) |
Balance, March 31, 2019 | 510,026 |
Accumulated impairment losses, ending balance | (287,545) |
Gross Balance, March 31, 2019 | 797,571 |
Romania | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2018 | 86,800 |
Accumulated impairment losses, beginning balance | (11,028) |
Balance, December 31, 2018 | 75,772 |
Foreign currency | (2,986) |
Balance, March 31, 2019 | 72,786 |
Accumulated impairment losses, ending balance | (11,028) |
Gross Balance, March 31, 2019 | 83,814 |
Slovak Republic | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2018 | 50,081 |
Accumulated impairment losses, beginning balance | 0 |
Balance, December 31, 2018 | 50,081 |
Foreign currency | (942) |
Balance, March 31, 2019 | 49,139 |
Accumulated impairment losses, ending balance | 0 |
Gross Balance, March 31, 2019 | 49,139 |
SLOVENIA | |
Goodwill [Roll Forward] | |
Gross Balance, December 31, 2018 | 19,400 |
Accumulated impairment losses, beginning balance | (19,400) |
Balance, December 31, 2018 | 0 |
Foreign currency | 0 |
Balance, March 31, 2019 | 0 |
Accumulated impairment losses, ending balance | (19,400) |
Gross Balance, March 31, 2019 | $ 19,400 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Gross | $ 349,342 | $ 356,326 |
Accumulated Amortization | (217,571) | (220,274) |
Net | 131,771 | 136,052 |
Trademarks | ||
Indefinite-lived intangible assets (excluding goodwill) | 85,263 | 87,356 |
Gross | 610 | 631 |
Accumulated Amortization | (610) | (631) |
Net | 0 | 0 |
Broadcast licenses | ||
Gross | 205,934 | 210,447 |
Accumulated Amortization | (161,371) | (162,936) |
Net | 44,563 | 47,511 |
Customer relationships | ||
Gross | 54,668 | 56,024 |
Accumulated Amortization | (54,032) | (55,158) |
Net | $ 636 | 866 |
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 | $ 2,867 | 1,868 |
Accumulated Amortization | (1,558) | (1,549) |
Net | $ 1,309 | $ 319 |
LONG-TERM DEBT AND OTHER FINA_3
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long term debt summary (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Long-term debt | $ 690,883 | $ 772,339 |
Other credit facilities and finance leases | 15,613 | 15,891 |
Total long-term debt and other financing arrangements | 706,496 | 788,230 |
Less: current maturities | (5,802) | (5,545) |
Total non-current long-term debt and other financing arrangements | $ 700,694 | $ 782,685 |
LONG-TERM DEBT AND OTHER FINA_4
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Financing transactions, narrative (Details) $ in Thousands, € in Millions | 3 Months Ended | ||
Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | Mar. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||
Repayments of long-term debt | $ 68,900 | € 60 | $ 61,645 |
2023 Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 75,000 |
LONG-TERM DEBT AND OTHER FINA_5
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt and credit facilities, overview (Details) $ in Thousands, € in Millions | Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | Apr. 07, 2016EUR (€) | |
Overview [Abstract] | |||||
Debt Issuance Costs, Noncurrent, Net | $ (8,928) | $ (9,660) | |||
Senior Notes | 690,883 | 772,339 | |||
Long term debt overview [Abstract] | |||||
Long-term Debt, Fair Value | 667,673 | 735,675 | |||
2021 Euro Loan [Member] | |||||
Overview [Abstract] | |||||
Debt Instrument, Face Amount | 168,902 | € 150.3 | |||
Debt Issuance Costs, Noncurrent, Net | [1] | (344) | |||
Senior Notes | 168,558 | 240,296 | |||
Long term debt overview [Abstract] | |||||
Long-term Debt, Fair Value | 164,943 | 233,058 | |||
2023 Euro Loan [Member] | |||||
Overview [Abstract] | |||||
Debt Instrument, Face Amount | 526,697 | € 468.8 | |||
Debt Issuance Costs, Noncurrent, Net | [1] | (4,372) | |||
Senior Notes | 522,325 | 532,043 | |||
Long term debt overview [Abstract] | |||||
Long-term Debt, Fair Value | 502,730 | $ 502,617 | |||
2023 Revolving Credit Facility [Member] | |||||
Overview [Abstract] | |||||
Debt Issuance Costs, Noncurrent, Net | [1] | 0 | |||
Long-term Line of Credit, Noncurrent | 0 | ||||
Senior Debt and Credit Facilities [Member] | |||||
Overview [Abstract] | |||||
Debt Instrument, Face Amount | 695,599 | ||||
Debt Issuance Costs, Noncurrent, Net | [1] | (4,716) | |||
Senior Notes | $ 690,883 | ||||
[1] | (1) Debt issuance costs related to the 2021 Euro Loan, the 2023 Euro Loan and the 2023 Revolving Credit Facility (each as defined below) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2023 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet |
LONG-TERM DEBT AND OTHER FINA_6
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Long-term debt and credit facilities, narrative (Details) $ in Thousands, € in Millions | 3 Months Ended | |||
Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | Apr. 07, 2016EUR (€) | ||
Debt Instrument [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | ||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.07% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | |||
2021 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 168,902 | € 150.3 | ||
Debt Instrument, Interest Rate, All-In Rate | [1] | 3.25% | 3.25% | |
2023 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 526,697 | € 468.8 | ||
Debt Instrument, Interest Rate, All-In Rate | [2] | 3.75% | 3.75% | |
CME NV and CME BV [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Shares Pledged, Percentage | 100.00% | 100.00% | ||
[1] | Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to 0.47%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.25% if our net leverage ratio remains unchanged. | |||
[2] | Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.75% if our net leverage ratio remains unchanged. |
LONG-TERM DEBT AND OTHER FINA_7
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Maturities of long-term debt and credit facilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
2019 | $ 0 | ||
2020 | 0 | ||
2021 | 168,902 | ||
2022 | 0 | ||
2023 | 526,697 | ||
2024 and thereafter | 0 | ||
Total long-term debt and credit facilities | 695,599 | ||
Debt Issuance Costs, Noncurrent, Net | 8,928 | $ 9,660 | |
Carrying amount of long-term debt and credit facilities | 690,883 | ||
Senior Debt and Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Noncurrent, Net | [1] | $ 4,716 | |
[1] | (1) Debt issuance costs related to the 2021 Euro Loan, the 2023 Euro Loan and the 2023 Revolving Credit Facility (each as defined below) are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the respective instruments. Debt issuance costs related to the 2023 Revolving Credit Facility are classified as non-current assets in our condensed consolidated balance sheet |
LONG-TERM DEBT AND OTHER FINA_8
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Leverage summary (Details) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | [1] | 2.19% | |
Euro Loans [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 3 | 3.5 | |
2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | [2] | 1.66% | |
Net Leverage Greater Than 7.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 6.50% | ||
Net Leverage Greater Than 7.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 7 | ||
Net Leverage Greater Than 7.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 6.00% | ||
Net Leverage 7.0x - 6.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 5.50% | ||
Net Leverage 7.0x - 6.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 6 | ||
Net Leverage 7.0x - 6.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 7 | ||
Net Leverage 7.0x - 6.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 5.00% | ||
Net Leverage 6.0x - 5.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.75% | ||
Net Leverage 6.0x - 5.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 5 | ||
Net Leverage 6.0x - 5.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 6 | ||
Net Leverage 6.0x - 5.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.25% | ||
Net Leverage 5.0x - 4.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 4.25% | ||
Net Leverage 5.0x - 4.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 4 | ||
Net Leverage 5.0x - 4.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 5 | ||
Net Leverage 5.0x - 4.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.75% | ||
Net Leverage 4.0x - 3.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.75% | ||
Net Leverage 4.0x - 3.0x [Member] | Euro Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 3 | ||
Net Leverage 4.0x - 3.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 4 | ||
Net Leverage 4.0x - 3.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.25% | ||
Net Leverage Less Than 3.0x [Member] | 2023 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.50% | ||
Net Leverage Less Than 3.0x [Member] | Euro Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 3 | ||
Net Leverage Less Than 3.0x [Member] | 2021 Euro Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Guarantee Fee, Stated Percentage | 3.25% | ||
[1] | Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.75% if our net leverage ratio remains unchanged. | ||
[2] | Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to 0.47%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.25% if our net leverage ratio remains unchanged. |
LONG-TERM DEBT AND OTHER FINA_9
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Leverage narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | |
Debt Instrument [Line Items] | |||
Interest on long-term debt and other financing arrangements | $ 7,368 | $ 16,209 | |
Euro Loans [Member] | |||
Debt Instrument [Line Items] | |||
Financial Covenant, Net Leverage | 3 | 3.5 | |
Guarantee Fee [Member] | |||
Debt Instrument [Line Items] | |||
Interest on long-term debt and other financing arrangements | $ 3,700 | $ 10,800 |
LONG-TERM DEBT AND OTHER FIN_10
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Interest rate summary (Details) | 3 Months Ended | |||
Mar. 31, 2019 | Feb. 21, 2021 | Nov. 01, 2019 | ||
Debt Instrument [Line Items] | ||||
Debt Instrument, Description of Variable Rate Basis | 0.026 | |||
2021 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.28% | |||
Derivative, Average Fixed Interest Rate | [1] | 0.31% | ||
Debt Instrument, Guarantee Fee, Stated Percentage | [1] | 1.66% | ||
Debt Instrument, Interest Rate, All-In Rate | [1] | 3.25% | ||
2023 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.28% | |||
Derivative, Average Fixed Interest Rate | [2] | 0.28% | ||
Debt Instrument, Guarantee Fee, Stated Percentage | [2] | 2.19% | ||
Debt Instrument, Interest Rate, All-In Rate | [2] | 3.75% | ||
2023 Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 6.10% | ||
Debt Instrument, Interest Rate, All-In Rate | [3] | 6.10% | ||
Scenario, Forecast [Member] | 2021 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Average Fixed Interest Rate | [1] | 0.47% | ||
Scenario, Forecast [Member] | 2023 Euro Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Derivative, Average Fixed Interest Rate | [2] | 0.97% | ||
[1] | Effective until November 1, 2019. From November 1, 2019 through maturity on November 1, 2021, the rate fixed pursuant to interest rate hedges will increase to 0.47%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.25% if our net leverage ratio remains unchanged. | |||
[2] | Effective until February 19, 2021. From February 19, 2021 through maturity on April 26, 2023, the rate fixed pursuant to interest rate hedges will increase to 0.97%, with a corresponding decrease in the Guarantee Fee rate, such that the all-in borrowing rate remains 3.75% if our net leverage ratio remains unchanged. | |||
[3] | Based on the three month LIBOR of 2.60% as at March 31, 2019. |
LONG-TERM DEBT AND OTHER FIN_11
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS 2023 revolving credit facility, leverage overview (Details) - 2023 Revolving Credit Facility [Member] | 3 Months Ended |
Mar. 31, 2019 | |
Net Leverage Greater Than 7.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 7 |
Net Leverage Greater Than 7.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 5.25% |
Net Leverage Greater Than 7.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 6.25% |
Net Leverage 7.0x - 6.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 7 |
Net Leverage 7.0x - 6.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 6 |
Net Leverage 7.0x - 6.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 4.25% |
Net Leverage 7.0x - 6.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 5.25% |
Net Leverage 6.0x - 5.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 6 |
Net Leverage 6.0x - 5.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 5 |
Net Leverage 6.0x - 5.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.50% |
Net Leverage 6.0x - 5.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 4.50% |
Net Leverage 5.0x - 4.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 5 |
Net Leverage 5.0x - 4.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 4 |
Net Leverage 5.0x - 4.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.00% |
Net Leverage 5.0x - 4.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 4.00% |
Net Leverage 4.0x - 3.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 4 |
Net Leverage 4.0x - 3.0x [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 3 |
Net Leverage 4.0x - 3.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 2.50% |
Net Leverage 4.0x - 3.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.50% |
Net Leverage Less Than 3.0x [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Financial Covenant, Net Leverage | 3 |
Net Leverage Less Than 3.0x [Member] | Alternative Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 2.25% |
Net Leverage Less Than 3.0x [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Effective Percentage | 3.25% |
LONG-TERM DEBT AND OTHER FIN_12
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS 2023 revolving credit facility, narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
2023 Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit, Noncurrent | $ 0 | |
Line of credit facility, maximum borrowing capacity | $ 75,000 | |
2023 Revolving Credit Facility [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Basis Spread on Variable Rate | 1.00% | |
CME NV and CME BV [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Shares Pledged, Percentage | 100.00% | |
CME NV and CME BV [Member] | 2023 Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Shares Pledged, Percentage | 100.00% |
LONG-TERM DEBT AND OTHER FIN_13
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS Other credit facilities and capital lease obligations composition (Details) $ in Thousands, Kč in Millions | 3 Months Ended | |||
Mar. 31, 2019CZK (Kč) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Capital Leased Assets [Line Items] | ||||
Credit facilities | [1],[2],[3] | $ 0 | $ 0 | |
Finance leases (Note 11) | 15,613 | 15,891 | ||
Total credit facilities and finance leases | 15,613 | 15,891 | ||
Less: current maturities | (5,802) | (5,545) | ||
Total non-current credit facilities and finance leases | 9,811 | 10,346 | ||
BMG Bank Mendes Gans [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Credit facilities | 0 | |||
Line Of Credit Facility Cash Pooling Arrangement Deposit | 56,500 | $ 36,800 | ||
Ceska Sporitelna [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Receivables Subject to a Factoring Agreement, Recourse or Non-Recourse Basis | Kč 475 | 20,700 | ||
Factoring Fee, Percentage | 0.19% | |||
Debt Instrument, Basis Spread on Variable Rate | 0.95% | |||
KB [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Receivables Subject to a Factoring Agreement, Recourse or Non-Recourse Basis | Kč 270 | $ 11,800 | ||
Factoring Fee, Percentage | 0.11% | |||
Debt Instrument, Basis Spread on Variable Rate | 0.95% | |||
Global Funds IFN S.A. [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Factoring Fee, Percentage | 4.00% | |||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | |||
[1] | (1) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit throughout the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.As at March 31, 2019, we had deposits of US$ 56.5 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, 2018, we had deposits of US$ 36.8 million in and no drawings on the BMG cash pool. | |||
[2] | (2) Under a factoring framework agreement with Factoring Česka spořitelna a.s., up to CZK 475.0 million (approximately US$ 20.7 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] | (4) Under a factoring framework agreement with Global Funds IFN S.A., receivables from certain customers in Romania may be factored on a non-recourse basis. The facility has a factoring fee of 4.0% of any factored receivable and bears interest at 6.0% per annum from the date the receivables are factored to the due date of the factored receivable. |
PROGRAM RIGHTS (Details)
PROGRAM RIGHTS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Less: current portion of acquired program rights | $ (74,648) | $ (77,624) |
Total non-current acquired program rights and produced program rights | 175,993 | 171,871 |
Feature Films [Member] | ||
Feature film costs, released, net of amortization | 606 | 653 |
Television Programs [Member] | ||
Television programs, released, net of amortization | 53,795 | 55,220 |
Television programs, completed and not released | 12,178 | 8,347 |
Television programs, in production | 31,037 | 30,904 |
Television programs, development and pre-production | 590 | 610 |
Acquired Program Rights [Member] | ||
Acquired program rights, net of amortization | 152,435 | 153,761 |
Less: current portion of acquired program rights | (74,648) | (77,624) |
Program rights net noncurrent | 77,787 | 76,137 |
Film And Television [Member] | ||
Program rights net noncurrent | $ 98,206 | $ 95,734 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Receivable, Net [Abstract] | ||
Third-party customers | $ 163,524 | $ 203,068 |
Less: allowance for bad debts and credit notes | (9,702) | (9,697) |
Total accounts receivable | $ 153,822 | $ 193,371 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current: | ||
Prepaid acquired programming | $ 21,560 | $ 29,918 |
Other prepaid expenses | 10,732 | 9,119 |
VAT recoverable | 2,186 | 1,702 |
Other | 150 | 328 |
Total other current assets | 34,628 | 41,067 |
Non-current: | ||
Capitalized debt costs | 8,928 | 9,660 |
Deferred tax | 2,357 | 2,411 |
Operating lease - right of use asset (Note 11) | 12,320 | 0 |
Other | 362 | 337 |
Total other non-current assets | $ 23,967 | $ 12,408 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | ||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 404,497 | $ 414,989 | ||||
Less: accumulated depreciation | (294,150) | (297,385) | ||||
Total net book value | 110,347 | [1] | 117,604 | [1] | $ 119,349 | $ 121,490 |
Assets held under capital leases (included in the above) | 30,475 | 29,403 | ||||
Less: accumulated depreciation | (11,605) | (10,705) | ||||
Total net book value | 18,870 | 18,698 | ||||
Land and buildings | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 98,391 | 100,574 | ||||
Assets held under capital leases (included in the above) | 3,914 | 3,989 | ||||
Machinery, fixtures and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 202,864 | 206,491 | ||||
Assets held under capital leases (included in the above) | 26,561 | 25,414 | ||||
Other equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 34,605 | 35,022 | ||||
Software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 66,264 | 68,239 | ||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 2,373 | $ 4,663 | ||||
[1] | (1) Reflects property, plant and equipment, net |
PROPERTY, PLANT AND EQUIPMENT R
PROPERTY, PLANT AND EQUIPMENT Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | |||
Property, Plant and Equipment [Abstract] | ||||
Capital Lease Obligations Incurred | $ 2,200 | $ 2,000 | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||||
Opening balance | 117,604 | [1] | 119,349 | |
Additions (1) | [2] | 3,923 | 7,014 | |
Disposals | 0 | (1) | ||
Depreciation | (8,226) | (8,387) | ||
Foreign currency movements | 2,954 | $ (3,515) | ||
Ending balance | [1] | $ 110,347 | ||
[1] | (1) Reflects property, plant and equipment, net | |||
[2] | (1) Includes assets acquired under finance leases of US$ 2.2 million and US$ 2.0 million for the three months ended March 31, 2019 and 2018, respectively. |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 53,147 | $ 48,708 |
Related party accounts payable | 280 | 292 |
Programming liabilities | 20,396 | 16,072 |
Related party programming liabilities | 12,959 | 12,171 |
Duties and other taxes payable | 11,156 | 9,014 |
Accrued staff costs | 11,758 | 17,425 |
Accrued interest payable | 2,248 | 2,456 |
Related party accrued interest payable (including Guarantee Fees) | 5,759 | 1,749 |
Income taxes payable | 8,038 | 10,415 |
Other accrued liabilities | 1,481 | 2,166 |
Total accounts payable and accrued liabilities | $ 127,222 | $ 120,468 |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Current: | |||
Deferred revenue | $ 33,319 | $ 9,906 | |
Legal provisions | 687 | 1,978 | |
Operating lease liability | 3,443 | 0 | |
Other | 1,004 | 1,795 | |
Total other current liabilities | 38,453 | 13,679 | |
Non-current: | |||
Deferred tax | 22,344 | 22,545 | |
Deferred tax | 12,557 | 9,817 | |
Operating lease liability | 8,828 | 0 | |
Related party Guarantee Fee payable (Note 4) | 33,465 | 33,465 | |
Other | 4,332 | 1,466 | |
Total other non-current liabilities | 81,526 | $ 67,293 | |
Deferred Revenue, Revenue Recognized | $ 2,800 | $ 2,500 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Short-term operating lease cost | $ 1,684 |
Long-term operating lease cost | 1,150 |
Total operating lease cost | 2,834 |
Finance lease cost: | |
Amortization of right-of-use asset | 1,255 |
Interest of lease liabilities | 107 |
Total finance lease cost | $ 1,362 |
LEASES - Classification of Cash
LEASES - Classification of Cash Flows (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 1,321 |
Operating cash flows from finance leases | 109 |
Financing cash flows from finance leases | 1,769 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 1,564 |
Finance leases | $ 2,248 |
LEASES - Current and Non-curren
LEASES - Current and Non-current Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | ||
Operating Leases | ||||||
Operating lease right-of-use-assets, gross | $ 13,284 | |||||
Accumulated amortization | (964) | |||||
Operating lease right-of-use-assets, net | 12,320 | $ 0 | ||||
Other current liabilities | 3,443 | 0 | ||||
Other non-current liabilities | 8,828 | 0 | ||||
Total operating lease liabilities | 12,271 | |||||
Finance lease cost: | ||||||
Total cost | 404,497 | 414,989 | ||||
Less: accumulated depreciation | (294,150) | (297,385) | ||||
Total net book value | 110,347 | [1] | $ 117,604 | [1] | $ 119,349 | $ 121,490 |
Current portion of long-term debt and other financing arrangements | 5,802 | |||||
Long-term debt and other financing arrangements | 9,811 | |||||
Total finance lease liabilities | $ 15,613 | |||||
Operating leases | 5 years 3 months 18 days | |||||
Finance leases | 2 years 10 months 24 days | |||||
Operating leases | 4.71% | |||||
Finance leases | 2.09% | |||||
Right-Of-Use Assets Under Finance Lease | ||||||
Finance lease cost: | ||||||
Total cost | $ 30,475 | |||||
Less: accumulated depreciation | (11,605) | |||||
Total net book value | $ 18,870 | |||||
[1] | (1) Reflects property, plant and equipment, net |
LEASES - Lease Liability Maturi
LEASES - Lease Liability Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
2019 | $ 3,270 |
2020 | 3,060 |
2021 | 2,179 |
2022 | 1,460 |
2023 | 1,322 |
2024 and thereafter | 2,732 |
Total undiscounted payments | 14,023 |
Less: amount representing interest | (1,752) |
Present value of net minimum lease payments | 12,271 |
Finance Leases | |
2019 | 4,583 |
2020 | 5,677 |
2021 | 4,215 |
2022 | 1,565 |
2023 | 36 |
2024 and thereafter | 16 |
Total undiscounted payments | 16,092 |
Less: amount representing interest | (479) |
Present value of net minimum lease payments | $ 15,613 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Hedge Accounting Activities (Details) $ in Thousands | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Derivative [Line Items] | ||
Fair Value as at March 31, 2019 | $ (12,557) | $ (9,817) |
2023 Euro Loan [Member] | Interest Rate Swap, Apr 26, 2018, 468.8m EUR [Member] | ||
Derivative [Line Items] | ||
Number of Contracts | 4 | |
Aggregate Notional Amount | $ 468,800 | |
Fair Value as at March 31, 2019 | $ (8,691) | |
2023 Euro Loan [Member] | Interest Rate Swap, Apr 5, 2016, 468.8m EUR [Member] | ||
Derivative [Line Items] | ||
Number of Contracts | 5 | |
Aggregate Notional Amount | $ 468,800 | |
Fair Value as at March 31, 2019 | $ (2,497) | |
2021 Euro Loan [Member] | Interest Rate Swap, Apr 26, 2018, 210.335m EUR [Member] | ||
Derivative [Line Items] | ||
Number of Contracts | 3 | |
Aggregate Notional Amount | $ 150,335 | |
Fair Value as at March 31, 2019 | $ (1,368) | |
2021 Euro Loan [Member] | Interest Rate Swap, Nov 10, 2015, 210.335m EUR [Member] | ||
Derivative [Line Items] | ||
Number of Contracts | 3 | |
Aggregate Notional Amount | $ 150,335 | |
Fair Value as at March 31, 2019 | $ (317) |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value of Derivatives (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||
Change in fair value of derivatives | $ (36) | $ (228) |
Interest rate swap [Member] | ||
Fair Value, By Balance Sheet Grouping Disclosure Information [Line Items] | ||
Change in fair value of derivatives | $ (36) | $ (228) |
CONVERTIBLE REDEEMABLE PREFER_2
CONVERTIBLE REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Jun. 25, 2013 | |
Temporary Equity [Line Items] | |||
Temporary equity | $ 269,370 | $ 269,370 | |
Series B Preferred Shares | |||
Temporary Equity [Line Items] | |||
Preferred stock, shares issued | 200,000 | 200,000 | |
Preferred stock, par value (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 |
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 111,100,000 | ||
Sale of stock, price per share | $ 1,000 | ||
Preferred stock, conversion price | $ 2.42 | ||
4 - 5 years [Member] | Series B Preferred Shares | |||
Temporary Equity [Line Items] | |||
Preferred stock, dividend rate, percentage | 3.75% |
EQUITY (Details)
EQUITY (Details) - shares | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Apr. 30, 2012 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Number of shares of Class B common stock to Class A common stock | 1 | |||
T W Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership percentage, related party | 64.10% | |||
Common stock, shares outstanding | 100,900,000 | |||
Time Warner [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership percentage, related party | 44.40% | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 1 | 1 | ||
Preferred stock, shares outstanding | 1 | 1 | ||
Series B Preferred Shares | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 200,000 | |||
Preferred stock, shares outstanding | 200,000 | 200,000 | ||
Convertible Preferred Stock, Estimated Common Stock Issued in Future Conversion | 111,100,000 | |||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 440,000,000 | 440,000,000 | ||
Common stock, shares issued | 253,279,975 | 252,853,554 | ||
Class A Common Stock [Member] | T W Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of preferred stock (in shares) | 11,211,449 | 11,211,449 | ||
Class B Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | ||
Common stock, shares issued | 0 | 0 | ||
Common stock, shares outstanding | 0 | 0 | ||
Minimum [Member] | Class A Common Stock [Member] | T W Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Ownership percentage, related party | 49.90% |
EQUITY AOCI (Details)
EQUITY AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | $ (223,648) | $ (207,668) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (235,961) | (216,650) | ||
Unrealized (loss) / gain on derivative instruments (Note 12) | (3,331) | $ 191 | ||
Other Comprehensive Income (Loss), Net of Tax | (19,311) | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 371 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (15,843) | $ 11,785 | ||
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] | (612) | ||
Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | (5,106) | |||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | (10,262) | |||
AOCI Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrealized (loss) / gain on derivative instruments (Note 12) | (3,331) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (15,980) | |||
Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (12,313) | $ (8,982) | ||
Unrealized (loss) / gain on derivative instruments (Note 12) | 3,702 | |||
Interest Expense [Member] | Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | $ 371 | |||
[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. |
INTEREST EXPENSE (Details)
INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Interest on long-term debt and other financing arrangements | $ 7,368 | $ 16,209 |
Amortization of capitalized debt issuance costs | (874) | (1,609) |
Total interest expense | 8,242 | 17,818 |
Guarantee Fees Mandatory Paid in Cash [Member] | ||
Interest paid, excluding capitalized interest, operating activities | $ 3,093 | $ 4,883 |
OTHER NONOPERATING EXPENSE, N_3
OTHER NONOPERATING EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 152 | $ 144 |
Foreign currency exchange (loss) / gain, net | (3,077) | 4,390 |
Change in fair value of derivatives (Note 12) | (36) | (228) |
Loss on extinguishment of debt | (151) | (109) |
Other income, net | 15 | 11 |
Total other non-operating (expense) / income, net | $ (3,097) | $ 4,208 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | Mar. 31, 2019shares |
Amended and Restated Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized | 6,000,000 |
STOCK-BASED COMPENSATION Stock
STOCK-BASED COMPENSATION Stock Options (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Employee stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum life of issued options | 10 years | ||
Number of options: | |||
Outstanding at December 31, 2018 | 2,011,392 | ||
Outstanding at March 31, 2019 | 2,011,392 | ||
Vested (shares) | 2,011,392 | ||
Exercisable at March 31, 2019 | 1,508,544 | ||
Weighted-Average Exercise Price: | |||
Outstanding at December 31, 2018 | $ 2.32 | ||
Outstanding at March 31, 2019 | 2.32 | ||
Vested and expected to vest | 2.32 | ||
Exercisable at March 31, 2019 | $ 2.32 | ||
Options outstanding, weighted average remaining contractual term | 6 years 3 months 29 days | 6 years 6 months 29 days | |
Options vested, weighted average remaining contractual term | 6 years 3 months 29 days | ||
Exercisable, weighted average remaining contractual term | 6 years 3 months 29 days | ||
Options outstanding, aggregate intrinsic value | $ 3,329,000 | $ 916,000 | |
Options vested, aggregate intrinsic value | 3,329,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 2,497,000 | ||
Unrecognized compensation expense | $ 249,401 | ||
Weighted average period for recognition | 3 months 29 days | ||
RSUs | |||
Weighted-Average Exercise Price: | |||
Unrecognized compensation expense | $ 7,800,000 | ||
Weighted average period for recognition | 2 years 9 months | ||
Minimum [Member] | Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | ||
Minimum [Member] | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | ||
Maximum [Member] | Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 4 years | ||
Maximum [Member] | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 4 years |
STOCK-BASED COMPENSATION Restri
STOCK-BASED COMPENSATION Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)$ / 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, 2018 | 1,996,355 |
Granted | 977,200 |
Vested | (510,903) |
Unvested at March 31, 2019 | 2,462,652 |
Weighted-Average Grant Date Fair Value: | |
Unvested at December 31, 2018 | $ / shares | $ 3.68 |
Granted | $ / shares | 3.55 |
Vested | $ / shares | 3.38 |
Unvested at March 31, 2019 | $ / shares | $ 3.69 |
Intrinsic value of unvested RSUs | $ | $ 9.8 |
Unrecognized compensation expense | $ | $ 7.8 |
Weighted average period for recognition | 2 years 9 months |
RSUs | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 1 year |
RSUs | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 4 years |
STOCK-BASED COMPENSATION Rest_2
STOCK-BASED COMPENSATION Restricted Stock Units with Performance Conditions (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested at December 31, 2018 | shares | 501,572 |
Granted | shares | 0 |
Vested | shares | 0 |
Unvested at March 31, 2019 | shares | 501,572 |
Weighted-Average Grant Date Fair Value: | |
Unvested at December 31, 2018 | $ / shares | $ 3.19 |
Granted | $ / shares | 0 |
Vested | $ / shares | 0 |
Unvested at March 31, 2019 | $ / shares | $ 3.19 |
Intrinsic value | $ | $ 2 |
Maximum [Member] | |
Weighted-Average Grant Date Fair Value: | |
Maximum achievement | 200.00% |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Income from continuing operations | $ 11,751 | $ 6,756 | |
Net loss attributable to noncontrolling interests | 7 | 178 | |
Less: preferred share accretion paid in kind (Note 13) | 0 | (2,447) | |
Less: income allocated to Series B Preferred Shares | 3,482 | 1,838 | |
Income from continuing operations available to common shareholders, net of noncontrolling interest | 8,276 | 2,649 | |
Income from discontinued operations, net of tax | 0 | 316 | |
Net income attributable to CME Ltd. available to common shareholders — basic | 8,276 | 2,836 | |
Net income attributable to CME Ltd. available to common shareholders — diluted | $ 8,285 | $ 3,305 | |
Weighted average outstanding shares of common stock - basic (in shares) | [1] | 264,199,000 | 158,039,000 |
Dilutive effect of common stock warrants, employee stock options and RSUs (in shares) | 1,012,000 | 83,866,000 | |
Weighted average outstanding shares of common stock - diluted (in shares) | 265,211,000 | 241,905,000 | |
Net income per share: | |||
Continuing operations — basic | $ 0.03 | $ 0.02 | |
Continuing operations — diluted | 0.03 | 0.01 | |
Discontinued operations — basic | 0 | 0 | |
Discontinued operations — diluted | 0 | 0 | |
Attributable to CME Ltd. — basic | 0.03 | 0.02 | |
Attributable to CME Ltd. — diluted | $ 0.03 | $ 0.01 | |
Series B Preferred Shares | |||
Dilutive effect of employee stock options, RSUs and Series B Preferred Shares | $ (9) | $ (469) | |
Common Class A [Member] | T W Investor [Member] | |||
Net income per share: | |||
Incremental common shares attributable to dilutive effect of conversion of preferred stock (in shares) | 11,211,449 | 11,211,449 | |
Discontinued Operations, Held-for-sale [Member] | |||
Less: income allocated to Series B Preferred Shares | $ 0 | $ (129) | |
[1] | (1) For the purpose of computing basic earnings per share, the 11,211,449 shares of Class A common stock underlying the Series A Preferred Share are included in the weighted average outstanding shares of common stock - basic, because the rights of the Series A Preferred Share are considered substantially similar to that of our Class A common stock. |
EARNINGS PER SHARE Antidilutive
EARNINGS PER SHARE Antidilutive instruments (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,064 | 903 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,064 | 903 |
SEGMENT DATA Net Revenue and OI
SEGMENT DATA Net Revenue and OIBDA (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)operating_segment | Mar. 31, 2018USD ($) | ||
Segment Reporting Information [Line Items] | |||
Number of operating segments | operating_segment | 5 | ||
Net revenues | $ 146,559 | $ 156,709 | |
OIBDA | 38,057 | 35,324 | |
Depreciation | (8,226) | (8,387) | |
Amortization of Intangible Assets | (2,194) | (2,356) | |
Operating income | 27,637 | 24,581 | |
Interest Expense | (8,242) | (17,818) | |
Nonoperating Income (Expense) | (3,097) | 4,208 | |
Income / (loss) before tax | 16,298 | 10,971 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 146,559 | 156,709 | |
OIBDA | 45,309 | 43,016 | |
Operating Segments | Bulgaria | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 19,293 | 19,433 | |
OIBDA | 6,121 | 2,981 | |
Operating Segments | Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 50,316 | 51,534 | |
OIBDA | 14,947 | 15,370 | |
Operating Segments | Romania | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 38,810 | 45,961 | |
OIBDA | 17,533 | 18,893 | |
Operating Segments | Slovak Republic | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 21,332 | 22,953 | |
OIBDA | 1,729 | 1,103 | |
Operating Segments | SLOVENIA | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 17,850 | 17,530 | |
OIBDA | 4,931 | 4,653 | |
Elimination | |||
Segment Reporting Information [Line Items] | |||
Net revenues | [1] | (1,042) | (702) |
OIBDA | 48 | 16 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
OIBDA | $ (7,252) | $ (7,692) | |
[1] | (1) Reflects revenues earned from the sale of content to other country segments in CME Ltd. All other revenues are third party revenues. |
SEGMENT DATA Total Assets (Deta
SEGMENT DATA Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Assets | [1] | $ 1,445,669 | $ 1,488,361 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | [1] | 1,386,183 | 1,447,080 |
Operating Segments | Bulgaria | |||
Segment Reporting Information [Line Items] | |||
Assets | 141,175 | 142,165 | |
Operating Segments | Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 740,905 | 771,286 | |
Operating Segments | Romania | |||
Segment Reporting Information [Line Items] | |||
Assets | 272,740 | 297,937 | |
Operating Segments | Slovak Republic | |||
Segment Reporting Information [Line Items] | |||
Assets | 144,972 | 146,252 | |
Operating Segments | SLOVENIA | |||
Segment Reporting Information [Line Items] | |||
Assets | 86,391 | 89,440 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 59,486 | $ 41,281 | |
[1] | (1) Segment assets exclude any intercompany balances. |
SEGMENT DATA Capital Expenditur
SEGMENT DATA Capital Expenditure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 4,365 | $ 5,369 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 66 | 153 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 4,299 | 5,216 |
Operating Segments | Bulgaria | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 774 | 451 |
Operating Segments | Czech Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 1,687 | 2,507 |
Operating Segments | Romania | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 417 | 576 |
Operating Segments | Slovak Republic | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | 202 | 411 |
Operating Segments | SLOVENIA | ||
Segment Reporting Information [Line Items] | ||
Capital expenditures | $ 1,219 | $ 1,271 |
SEGMENT DATA Long Lived Assets
SEGMENT DATA Long Lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 110,347 | [1] | $ 117,604 | [1] | $ 119,349 | $ 121,490 | |
Operating Segments | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | [1] | 108,634 | 115,640 | ||||
Operating Segments | Bulgaria | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 10,838 | 10,627 | |||||
Operating Segments | Czech Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 37,292 | 39,314 | |||||
Operating Segments | Romania | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 30,116 | 33,368 | |||||
Operating Segments | Slovak Republic | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 15,469 | 16,376 | |||||
Operating Segments | SLOVENIA | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | 14,919 | 15,955 | |||||
Corporate | |||||||
Segment Reporting Information [Line Items] | |||||||
Long-lived assets | $ 1,713 | $ 1,964 | |||||
[1] | (1) Reflects property, plant and equipment, net |
SEGMENT DATA Revenue by Type (D
SEGMENT DATA Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 146,559 | $ 156,709 |
Television advertising [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 111,047 | 123,306 |
Carriage fees and subscriptions [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 29,550 | 28,564 |
Other revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 5,962 | $ 4,839 |
COMMITMENTS AND CONTINGENCIES P
COMMITMENTS AND CONTINGENCIES Programming Rights Agreements and Other Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Programming purchase obligations | ||
Long-term Purchase Commitment [Line Items] | ||
2018 | $ 18,764 | |
2019 | 22,197 | |
2020 | 19,464 | |
2021 | 11,527 | |
2022 | 3,498 | |
2024 and thereafter | 745 | |
Total | 76,195 | $ 62,800 |
Other commitments | ||
Long-term Purchase Commitment [Line Items] | ||
2018 | 9,121 | |
2019 | 8,083 | |
2020 | 2,686 | |
2021 | 2,767 | |
2022 | 3,054 | |
2024 and thereafter | 0 | |
Total | $ 25,711 |
COMMITMENTS AND CONTINGENCIES O
COMMITMENTS AND CONTINGENCIES Other (Details) - Slovak Republic € in Millions | Mar. 31, 2019EUR (€) | Jun. 01, 2016 |
Loss Contingency, Pending Claims, Number | 3 | 4 |
Loss Contingency, Estimate of Possible Loss | € 69 | |
Loss Contingency, Claims Dismissed, Value | € 26.2 | |
PN Third Case and PN Fourth Case [Domain] | ||
Loss Contingency, Pending Claims, Number | 2 | |
PN First Case [Domain] | ||
Loss Contingency, Pending Claims, Number | 1 | |
Loss Contingency, Estimate of Possible Loss | € 8.3 | |
PN First Case and PN Second Case [Domain] | ||
Loss Contingency, Pending Claims, Number | 2 | |
PN Second Case [Domain] | ||
Loss Contingency, Estimate of Possible Loss | € 8.3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Related Party Transaction [Line Items] | ||||
Programming liabilities | $ 12,959 | $ 12,171 | ||
Other accounts payable and accrued liabilities | 280 | 292 | ||
Accrued interest payable | 5,759 | 1,749 | ||
Other non-current liabilities | $ 81,526 | 67,293 | ||
AT&T [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage, related party | 44.40% | |||
Purchases of programming | $ 4,976 | $ 6,002 | ||
Interest expense | 4,754 | $ 12,516 | ||
Programming liabilities | 12,959 | 12,171 | ||
Accrued interest payable | [1] | 5,759 | 1,749 | |
Other non-current liabilities | [2] | 33,465 | 33,465 | |
Accounts Payable [Member] | AT&T [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other accounts payable and accrued liabilities | $ 280 | $ 292 | ||
[1] | (1) Amount represents accrued Guarantee Fees for which we have not yet paid. See Note 4, "Long-term Debt and Other Financing Arrangements". | |||
[2] | (2) Amount represents Guarantee Fees for which we had previously made an election to pay in kind. |