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8-K - CENTRAL EUROPEAN MEDIA ENTERPRISES LTD 8-K 08-01-2012 - CENTRAL EUROPEAN MEDIA ENTERPRISES LTDa8-kq22012.htm


 
 
 
 
 
                                                 Exhibit 99.1
 



 
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
REPORTS SECOND QUARTER AND HALF YEAR 2012 RESULTS

SECOND QUARTER
- Net revenues of US$ 211.2 million -
- OIBDA of US$ 47.1 million -
- Debt reduced by US$ 185 million -


FIRST HALF
- Net revenues of US$ 378.7 million -
- OIBDA of US$ 61.2 million -


HAMILTON, BERMUDA, August 1, 2012 - Central European Media Enterprises Ltd. (“CME” or the “Company”) (NASDAQ/Prague Stock Exchange - CETV) today announced financial results for the three and six months ended June 30, 2012.

Net revenues for the second quarter of 2012 were US$ 211.2 million compared to US$ 249.7 million for the second quarter of 2011. OIBDA¹ for the quarter was US$ 47.1 million compared to US$ 62.7 million for the three months ended June 30, 2011.  Operating income for the quarter was US$ 23.7 million compared to US$ 39.5 million for the same period in 2011. Net income attributable to CME Ltd. for the quarter increased by US$ 3.0 million from US$ 1.0 million to US$ 4.0 million for the three months ended June 30, 2012.  Fully diluted income attributable to CME Ltd. per share for the three months ended June 30, 2012 increased by US$ 0.04 to US$ 0.06 compared to US$ 0.02 for the three months ended June 30, 2011.

Net revenues for the six months ended June 30, 2012 were US$ 378.7 million compared to $422.4 million for the same period in 2011. OIBDA for the six months ended June 30, 2012 was US$ 61.2 million compared to US$ $76.9 million for the first six months in 2011. Operating income for the six months ended June 30, 2012 was US$ 13.3 million compared to US$ 31.8 million for the same period in 2011. Net loss attributable to CME Ltd. for the six months ended June 30, 2012 improved by US$ 10.7 million to US$ (9.4) million compared to US$ (20.1) million for the same period in 2011. Fully diluted loss attributable to CME Ltd. per share for the six months ended June 30, 2012 improved by US$ 0.17 to US$ (0.14) compared to US$ (0.31) for the six months ended June 30, 2011.

Adrian Sarbu, CME's President and CEO, commented: “By July 3, 2012 we had completed transactions with our major shareholders, Time Warner and Ronald Lauder, which reduced our debt by US$ 185 million. Despite a 7% decline in advertising spending for the first half, our revenues year-on-year were flat in constant currencies, driven by growth in Media Pro Entertainment and New Media, where Voyo became a leader in the subscription video-on-demand segment. In the second half of the year, we will continue to focus on deleveraging, maintaining our leading audience and market shares, expanding non-advertising revenues, and delivering positive free cash flow.”


- continued -


1 OIBDA, which includes program rights amortization costs, is determined as operating income / (loss) before depreciation, amortization of intangible assets and impairments of assets as defined in "Segment Data" below.    





Consolidated Results for the Three Months Ended June 30, 2012

Net revenues for the three months ended June 30, 2012 were US$ 211.2 million compared to US$ 249.7 million for the three months ended June 30, 2011.  Operating income for the quarter was US$ 23.7 million compared to US$ 39.5 million for the three months ended June 30, 2011.  Net income attributable to CME Ltd. for the quarter increased by US$ 3.0 million to US$ 4.0 million from US$ 1.0 million for the three months ended June 30, 2011.  Fully diluted income attributable to CME Ltd. per share for the three months ended June 30, 2012 increased by US$ 0.04 to US$ 0.06 compared to US$ 0.02 for the three months ended June 30, 2011.

OIBDA for the three months ended June 30, 2012 was US$ 47.1 million compared to US$ 62.7 million for the three months ended June 30, 2011. OIBDA margin2 for the three months ended June 30, 2012 was 22.3% compared to 25.1% for the three months ended June 30, 2011.

Headline Consolidated Results for the three months ended June 30, 2012 and 2011 were:
 
RESULTS
(US$000's)
For the Three Months Ended June 30,
(unaudited)
2012
 
2011
 
$ change
 
% change
Net revenues
$
211,222

 
$
249,656

 
$
(38,434
)
 
(15.4
)%
OIBDA
47,112

 
62,693

 
(15,581
)
 
(24.9
)%
Operating income
23,650

 
39,473

 
(15,823
)
 
(40.1
)%
Net income attributable to CME Ltd.
3,956

 
968

 
2,988

 
308.7
 %
Fully diluted income attributable to CME Ltd. per share
$
0.06

 
$
0.02

 
$
0.04

 
200.0
 %


Consolidated Results for the Six Months Ended June 30, 2012

Net revenues for the six months ended June 30, 2012 were US$ 378.7 million compared to US$ 422.4 million for the six months ended June 30, 2011.  Operating income for the six months ended June 30, 2012 was US$ 13.3 million compared to US$ 31.8 million for the six months ended June 30, 2011. Net loss attributable to CME Ltd. for the six months ended June 30, 2012 improved by US$ 10.7 million to US$ (9.4) million from US$ (20.1) million for the six months ended June 30, 2011. Fully diluted loss attributable to CME Ltd. per share for the six months ended June 30, 2012 improved by US$ 0.17 to US$ (0.14) from US$ (0.31) for the period ended June 30, 2011.

OIBDA for the six months ended June 30, 2012 was US$ 61.2 million compared to US$ 76.9 million for the same period in 2011. OIBDA margin for the six months ended June 30, 2012 was 16.2% compared to 18.2% for the six months ended June 30, 2011.

Headline consolidated results for the six months ended June 30, 2012 and 2011 were:

 
RESULTS
(US$000's)
For the Six Months Ended June 30,
(unaudited)
2012
 
2011
 
$ change
 
% change
Net revenues
$
378,655

 
$
422,428

 
$
(43,773
)
 
(10.4
)%
OIBDA
61,172

 
76,939

 
(15,767
)
 
(20.5
)%
Operating income
13,347

 
31,808

 
(18,461
)
 
(58.0
)%
Net loss attributable to CME Ltd.
(9,436
)
 
(20,146
)
 
10,710

 
53.2
 %
Fully diluted loss attributable to CME Ltd. per share
$
(0.14
)
 
$
(0.31
)
 
$
0.17

 
54.8
 %


2OIBDA margin is defined as the ratio of OIBDA to Net revenues.





Page 2 of 11





Segment Results

We evaluate the performance of our operations based on Net revenues and OIBDA.
Our Net revenues and Consolidated OIBDA for the three and six months ended June 30, 2012 and 2011 were:
 
SEGMENT RESULTS
(US$000's)
For the Three Months Ended June 30,
(unaudited)
2012

 
2011

 
$ change

 
% change

Broadcast
$
182,337

 
$
228,968

 
$
(46,631
)
 
(20.4
)%
Media Pro Entertainment
53,455

 
51,254

 
2,201

 
4.3
 %
New Media
5,212

 
4,612

 
600

 
13.0
 %
Intersegment revenues
(29,782
)
 
(35,178
)
 
5,396

 
15.3
 %
Net revenues
$
211,222

 
$
249,656

 
$
(38,434
)
 
(15.4
)%
 
 

 
 

 
 
 
 

Broadcast
$
50,482

 
$
76,116

 
$
(25,634
)
 
(33.7
)%
Media Pro Entertainment
5,417

 
761

 
4,656

 
611.8
 %
New Media
(787
)
 
(489
)
 
(298
)
 
(60.9
)%
Central
(7,031
)
 
(12,397
)
 
5,366

 
43.3
 %
Elimination
(969
)
 
(1,298
)
 
329

 
25.3
 %
Consolidated OIBDA
$
47,112

 
$
62,693

 
$
(15,581
)
 
(24.9
)%


 
SEGMENT RESULTS
(US$000's)
For the Six Months Ended June 30,
(unaudited)
2012

 
2011

 
$ change

 
% change

Broadcast
$
329,134

 
$
386,485

 
$
(57,351
)
 
(14.8
)%
Media Pro Entertainment
96,860

 
91,434

 
5,426

 
5.9
 %
New Media
8,891

 
7,233

 
1,658

 
22.9
 %
Intersegment revenues
(56,230
)
 
(62,724
)
 
6,494

 
10.4
 %
Net revenues
$
378,655

 
$
422,428

 
$
(43,773
)
 
(10.4
)%
 
 

 
 

 
 
 
 

Broadcast
$
73,360

 
$
102,266

 
$
(28,906
)
 
(28.3
)%
Media Pro Entertainment
7,088

 
1,485

 
5,603

 
377.3
 %
New Media
(2,235
)
 
(2,089
)
 
(146
)
 
(7.0
)%
Central
(15,272
)
 
(22,244
)
 
6,972

 
31.3
 %
Elimination
(1,769
)
 
(2,479
)
 
710

 
28.6
 %
Consolidated OIBDA
$
61,172

 
$
76,939

 
$
(15,767
)
 
(20.5
)%















Page 3 of 11



Debt Reduction and Change in Shareholder Structure

During the second quarter, we reduced our debt by US$ 184.8 million, in debt tenders that were financed with a credit facility from Time Warner Inc. (“Time Warner”) that was repaid through the issuance of equity to affiliates of Time Warner and Ronald Lauder, our major shareholders.

We issued 2,000,000 shares of Class A Common Stock to an affiliate of Mr. Lauder, and a total of 10,776,079 shares of Class A Common Stock and one share of Series A Convertible Preferred Stock (which is convertible into 11,211,449 shares of Class A Common Stock) to an affiliate of Time Warner, for aggregate consideration of US$ 180.2 million.  We used the proceeds of these share issuances to repurchase US$ 109.0 million of our 2013 Convertible Notes and EUR 60.5 million (US$ 75.8 million) of our 2014 Floating Rate Notes. Following completion of these transactions, Time Warner's economic interest in CME is 49.9%.  In addition, all outstanding shares of Class B common stock were converted to shares of Class A common stock.


Teleconference and Video Webcast Details

CME will host a teleconference and video webcast to discuss its second quarter results on Wednesday, August 1, 2012 at 9:00 a.m. New York time (2:00 p.m. London time and 3:00 p.m. Prague time). The video webcast and teleconference will refer to presentation slides which will be available on CME's website at www.cme.net prior to the call.

To access the teleconference, U.S. and international callers may dial +1 785-424-1055 ten minutes prior to the start time and reference passcode CETVQ212. The conference call will be video webcasted live via www.cme.net. It can be viewed on ipads, iphones and a range of devices supporting Android and Windows operating systems.

The video webcast and a digital audio replay in MP3 format will be available for two weeks following the call at www.cme.net.

CME will post the results for the first half ended June 30, 2012 for its wholly-owned subsidiary CET 21 spol. s r.o. at www.cme.net by September 13, 2012.




Page 4 of 11



 

Forward-Looking and Cautionary Statements

This press release contains forward-looking statements. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our control and some of which might not even be anticipated.  Forward-looking statements reflect our current views with respect to future events and because our business is subject to such risks and uncertainties, actual results, our strategic plan, our financial position, results of operations and cash flows could differ materially from those described in or contemplated by the forward-looking statements.

For a more detailed description of these uncertainties and other factors, please see the "Risk Factors" section in CME's Quarterly Report on Form 10-Q for the period ended June 30, 2012, which was filed with the Securities and Exchange Commission on August 1, 2012. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

This press release should be read in conjunction with our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2012, which was filed with the Securities and Exchange Commission on August 1, 2012.

We make available free of charge on our website at www.cme.net our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

CME is a media and entertainment company operating leading businesses in six Central and Eastern European markets with an aggregate population of approximately 50 million people.  CME's broadcast operations are located in Bulgaria (bTV, bTV Cinema, bTV Comedy, bTV Action, bTV Lady and Ring.bg), Croatia (Nova TV, Doma and Nova World), the Czech Republic (TV Nova, Nova Cinema, Nova Sport, Fanda and MTV Czech), Romania (PRO TV, PRO TV International, Acasa, Acasa Gold, PRO Cinema, Sport.ro, MTV Romania and PRO TV Chisinau Moldova), the Slovak Republic (TV Markíza and Doma), Slovenia (POP TV, Kanal A and the POP NON STOP subscription package). CME's broadcast operations are supported by its content and distribution division, Media Pro Entertainment, as well as its New Media division, which operates Voyo, the pan-regional video-on-demand service. CME is traded on the NASDAQ and the Prague Stock Exchange under the ticker symbol “CETV”.



###

For additional information, please visit www.cme.net or contact:

Romana Wyllie
Vice President of Corporate Communications
Central European Media Enterprises
+420 242 465 525




Page 5 of 11



CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(US$ 000's, except share and per share data)
(unaudited)

 
For the Three Months Ended
 
June 30,
 
2012

 
2011

Net revenues
$
211,222

 
$
249,656

Operating expenses:
 
 
 
Operating costs
42,240

 
34,536

Cost of programming
95,685

 
122,730

Depreciation of property, plant and equipment
9,867

 
14,493

Amortization of broadcast licenses and other intangibles
12,715

 
7,809

Cost of revenues
160,507

 
179,568

Selling, general and administrative expenses
27,065

 
30,615

Operating income
23,650

 
39,473

Interest expense, net
(30,510
)
 
(37,120
)
Foreign currency exchange (loss) / gain, net
(40,312
)
 
4,106

Change in fair value of derivatives
47,398

 
1,161

Other expense
(158
)
 
(90
)
Income before tax
68

 
7,530

Credit / (provision) for income taxes
3,073

 
(6,718
)
Net income
3,141

 
812

Net loss attributable to noncontrolling interests
815

 
156

Net income attributable to CME Ltd.
$
3,956

 
$
968

 
 

 
 

PER SHARE DATA:
 

 
 

Net income per share
 

 
 

Net income attributable to CME Ltd - Basic and diluted
$
0.06

 
$
0.02

 
 

 
 

Weighted average common shares used in computing per share amounts (000's):
 

 
 

Basic
66,501

 
64,384

Diluted
66,532

 
64,501




Page 6 of 11



CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(US$ 000's, except share and per share data) (continued)
(unaudited)

 
For the Six Months Ended
 
June 30,
 
2012

 
2011

Net revenues
$
378,655

 
$
422,428

Operating expenses:
 

 
 

Operating costs
71,366

 
68,191

Cost of programming
193,409

 
218,761

Depreciation of property, plant and equipment
20,942

 
27,910

Amortization of broadcast licenses and other intangibles
25,198

 
15,436

Cost of revenues
310,915

 
330,298

Selling, general and administrative expenses
54,393

 
60,322

Operating income
13,347

 
31,808

Interest expense, net
(62,120
)
 
(92,031
)
Foreign currency exchange (loss) / gain, net
(16,918
)
 
47,371

Change in fair value of derivatives
48,325

 
1,121

Other income / (expense)
51

 
(802
)
Loss before tax
(17,315
)
 
(12,533
)
Credit / (provision) for income taxes
6,643

 
(7,650
)
Net loss
(10,672
)
 
(20,183
)
Net loss attributable to noncontrolling interests
1,236

 
37

Net loss attributable to CME Ltd.
$
(9,436
)
 
$
(20,146
)
 
 

 
 

PER SHARE DATA:
 

 
 

Net loss per share
 

 
 

Net loss attributable to CME Ltd - Basic and diluted
$
(0.14
)
 
$
(0.31
)
 
 

 
 

Weighted average common shares used in computing per share amounts (000's):
 

 
 

Basic
65,447

 
64,377

Diluted
65,447

 
64,377





Page 7 of 11



CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(US$ 000's)
(unaudited)


 
June 30,
2012

 
December 31,
2011

ASSETS
 
 
 
Cash and cash equivalents
$
124,814

 
$
186,386

Other current assets
399,600

 
351,903

Total current assets
524,414

 
538,289

Property, plant and equipment, net
198,312

 
217,367

Goodwill and other intangible assets, net
1,567,904

 
1,633,388

Other non-current assets
307,093

 
292,725

Total assets
$
2,597,723

 
$
2,681,769

LIABILITIES AND EQUITY
 

 
 

Accounts payable and accrued liabilities
$
239,046

 
$
240,048

Current portion of long-term debt and other financing arrangements
111,583

 
1,058

Other current liabilities
28,639

 
14,469

Total current liabilities
379,268

 
255,575

Long-term portion of long-term debt and other financing arrangements
1,104,445

 
1,323,311

Other non-current liabilities
70,357

 
84,941

Total liabilities
$
1,554,070

 
$
1,663,827

 
 
 
 
EQUITY
 

 
 

Common Stock
$
6,104

 
$
5,151

Additional paid-in capital
1,493,231

 
1,404,648

Accumulated deficit
(456,269
)
 
(425,702
)
Accumulated other comprehensive (loss) / income
(13,926
)
 
17,595

Total CME Ltd. shareholders' equity
1,029,140

 
1,001,692

Noncontrolling interests
14,513

 
16,250

Total equity
$
1,043,653

 
$
1,017,942

Total liabilities and equity
$
2,597,723

 
$
2,681,769


 




Page 8 of 11



CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(US$ 000's)
(unaudited)

 


 
For the Six Months Ended
 
June 30,
 
2012

 
2011

Net cash (used in) / generated from operating activities
$
(48,193
)
 
$
29,050

Net cash used in investing activities
(11,149
)
 
(23,074
)
Net cash used in financing activities
(1,533
)
 
(59,755
)
Impact of exchange rate fluctuations on cash and cash equivalents
(697
)
 
7,234

Net decrease in cash and cash equivalents
$
(61,572
)
 
$
(46,545
)
 
 

 
 

 
 

 
 

Net cash (used in) / generated from operating activities
$
(48,193
)
 
$
29,050

Capital expenditure, net of proceeds from disposals
(11,149
)
 
(14,227
)
Free cash flow
$
(59,342
)
 
$
14,823

 
 

 
 

 
 

 
 

Supplemental disclosure of cash flow information:
 

 
 

Cash paid for interest
$
54,555

 
$
57,211

Cash paid for income taxes (net of refunds)
$
3,641

 
$
8,229


 




Page 9 of 11



Segment Data

We manage our business on a divisional basis, with three reportable segments: Broadcast, Media Pro Entertainment (our production and distribution business) and New Media.

We evaluate the performance of our segments based on Net revenues and OIBDA. OIBDA, which includes program rights amortization costs, is determined as operating income / (loss) before depreciation, amortization of intangible assets and impairments of assets. Items that are not allocated to our segments for purposes of evaluating their performance and therefore are not included in their OIBDA, include stock-based compensation and certain other items.  We believe OIBDA is useful to investors because it provides a more meaningful representation of our performance, as it excludes certain items that do not impact either our cash flows or the operating results of our operations.  OIBDA is also used as a component in determining management bonuses. Intersegment revenues and profits have been eliminated in consolidation.  OIBDA may not be comparable to similar measures reported by other companies.

Below are tables showing our Net revenues and OIBDA by segment for the three and six months ended June 30, 2012 and 2011, together with a reconciliation of OIBDA to our Condensed Consolidated Statement of Operations:

 
For the Three Months
For the Six Months
(US $000's)
Ended June 30
Ended June 30,
(unaudited)
2012

 
2011

2012

 
2011

Net revenues
 
 
 
 
 
 
Broadcast:
 
 
 
 
 
 
Bulgaria
$
21,970

 
$
26,662

$
40,898

 
$
45,999

Croatia
15,314

 
19,979

27,187

 
32,490

Czech Republic
66,386

 
82,668

118,084

 
140,374

Romania
36,317

 
47,015

67,516

 
81,369

Slovak Republic
23,036

 
29,845

41,671

 
48,935

Slovenia
19,314

 
22,799

33,778

 
37,318

Total Broadcast
$
182,337

 
$
228,968

$
329,134

 
$
386,485

Media Pro Entertainment
53,455

 
51,254

96,860

 
91,434

New Media
5,212

 
4,612

8,891

 
7,233

Intersegment revenues3
(29,782
)
 
(35,178
)
(56,230
)
 
(62,724
)
Total net revenues
$
211,222

 
$
249,656

$
378,655

 
$
422,428




















3 Reflects revenues earned by the Media Pro Entertainment segment through sales to the Broadcast segment. All other revenues are third party revenues.

 

 



Page 10 of 11



 
For the Three Months
For the Six Months
(US $000's)
Ended June 30,
Ended June 30,
(unaudited)
2012

 
2011

2012

 
2011

OIBDA
 
 
 
 
 
 
Broadcast:
 
 
 
 
 
 
Bulgaria
$
3,460

 
$
5,768

$
2,358

 
$
5,930

Croatia
3,924

 
3,153

4,945

 
2,821

Czech Republic
31,375

 
43,846

51,569

 
66,514

Romania
5,179

 
9,297

7,074

 
12,746

Slovak Republic
1,990

 
5,737

1,533

 
3,231

Slovenia
5,741

 
8,553

8,518

 
11,769

Divisional operating costs
(1,187
)
 
(238
)
(2,637
)
 
(745
)
Total Broadcast
$
50,482

 
$
76,116

$
73,360

 
$
102,266

Media Pro Entertainment
5,417

 
761

7,088

 
1,485

New Media
(787
)
 
(489
)
(2,235
)
 
(2,089
)
Central
(7,031
)
 
(12,397
)
(15,272
)
 
(22,244
)
Elimination
(969
)
 
(1,298
)
(1,769
)
 
(2,479
)
Total OIBDA
$
47,112

 
$
62,693

$
61,172

 
$
76,939



 
For the Three Months
For the Six Months
(US $000's)
Ended June 30,
Ended June 30,
(unaudited)
2012

 
2011

2012

 
2011

Reconciliation to Condensed Consolidated Statement of Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total OIBDA
$
47,112

 
$
62,693

$
61,172

 
$
76,939

Depreciation of property, plant and equipment
(10,747
)
 
(15,411
)
(22,627
)
 
(29,695
)
Amortization of intangible assets
(12,715
)
 
(7,809
)
(25,198
)
 
(15,436
)
Operating income
$
23,650

 
$
39,473

$
13,347

 
$
31,808

Interest expense, net
(30,510
)
 
(37,120
)
(62,120
)
 
(92,031
)
Foreign currency exchange (loss) / gain, net
(40,312
)
 
4,106

(16,918
)
 
47,371

Change in fair value of derivatives
47,398

 
1,161

48,325

 
1,121

Other (expense) / income
(158
)
 
(90
)
51

 
(802
)
Credit / (provision) for income taxes
3,073

 
(6,718
)
6,643

 
(7,650
)
Net income / (loss)
$
3,141

 
$
812

$
(10,672
)
 
$
(20,183
)





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