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8-K - 8-K - CTC Media, Inc.a12-17732_28k.htm

Exhibit 99.1

 

GRAPHIC

 

CTC MEDIA

 

FINANCIAL RESULTS FOR

THE SECOND QUARTER ENDED JUNE 30, 2012

 

Moscow, Russia August 7, 2012 — CTC Media, Inc. (“CTC Media” or the “Company”) (NASDAQ: CTCM), Russia’s leading independent media company, today announced its unaudited consolidated financial results for the second quarter, ended June 30, 2012.

 

 

 

Three Months

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

Ended June 30,

 

 

 

(US$ 000’s except per share data)

 

2011

 

2012

 

Change

 

2011

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating revenues

 

$

204,484

 

$

187,584

 

-8

%

$

370,024

 

$

378,704

 

2

%

Total operating expenses

 

(142,739

)

(138,462

)

-3

%

(272,351

)

(279,611

)

3

%

OIBDA(1)

 

65,954

 

54,105

 

-18

%

105,818

 

109,233

 

3

%

OIBDA margin(2)

 

32.3

%

28.8

%

 

 

28.6

%

28.8

%

 

 

Net income attributable to CTC Media, Inc. stockholders

 

38,468

 

34,046

 

-11

%

61,260

 

66,668

 

9

%

Fully diluted earnings per share

 

$

0.24

 

$

0.22

 

-8

%

$

0.39

 

$

0.42

 

8

%

 

SECOND QUARTER FINANCIAL HIGHLIGHTS

 

·                  Total revenues of $187.6 million — up 2% year-on-year in ruble terms

·                  Russian advertising sales stable year-on-year in ruble terms

·                  OIBDA of $54.1 million with an OIBDA margin of 28.8%

·                  Fully diluted earnings per share of $0.22

·                  Net cash position(3) of $124.2 million at end of the period

·                  $0.13 per share cash dividend to be paid on September 28, 2012 to stockholders of record as of September 1, 2012

 

OPERATING HIGHLIGHTS

 

·                  Appointment of Boris Podolsky as CEO of CTC Media in June

·                  Combined Russian national inventory 98% sold-out for Q2 and approximately 90% contracted for the full year

·                  Domashny Network recorded all-time high quarterly target audience share of 3.8% in Q2

·                  Launch of CTC-International channel via the terrestrial network in Kyrgyzstan in April; on cable networks in Armenia, Azerbaijan and Georgia in May; and on cable networks in Thailand in July

·                  Launch of Domashny and Peretz apps on LG smart TVs in July

·                  Acquisition of regional television stations in Belgorod (for CTC channel) and Bratsk (for Peretz channel)

 


(1)  OIBDA is defined as operating income before depreciation and amortization (excluding amortization of programming rights and sublicensing rights).

(2)  OIBDA margin is defined as OIBDA divided by total operating revenues. Both OIBDA and OIBDA margin are non-GAAP financial measures. Please see the accompanying financial tables at the end of this release for a reconciliation of OIBDA to operating income and OIBDA margin to operating income margin.

(3)  Net cash position is defined as cash, cash equivalents and short-term investments less interest bearing liabilities.

 

1



 

Boris Podolsky, Chief Executive Officer of CTC Media, commented: “Our total operating revenues were up 10% in ruble terms in the first half of 2012, while our Russian TV advertising sales grew by 7% and in line with the estimated growth in Russian TV advertising spending. The advertising market growth was lower in the second quarter than in the first quarter as anticipated, due mainly to the comps in 2011.

 

“Our Domashny and Peretz Networks continued to generate higher ratings and Domashny recorded its highest ever quarterly target audience share in the second quarter. Revenues for our CIS operations were up 31% year-on-year in US dollar terms in the first half of 2012, following higher sellout ratios for Channel 31 in Kazakhstan. CTC-International more than tripled its sales in US dollar terms in the first half of 2012, as the channel further expanded its broadcast footprint.

 

“We have continued to invest in our in-house content production and broader programming acquisition, as well as in the build-out of our footprint and online presence. However, our high cash conversion levels have enabled us to pay out quarterly cash dividends totaling $41.1 million in the first half of the year and still end the period with net cash of $124.2 million. As previously announced, we intend to pay out quarterly dividends totaling approximately $80 million in 2012.

 

“Our Russian channels are now approximately 90% sold out for 2012 at higher average prices than last year and our soon to be launched Fall schedule will feature more prime-time premieres across more genres than ever before - including original productions, adaptations of successful international formats, new series of proven hits and second seasons of successful shows premiered in the Spring.

 

“We have also made the important strategic decision to adjust the target demographics for the CTC and Peretz Networks to “all 10-45” and “all 25-49”, respectively. The change will take place from the beginning of 2013 and reflects the Company’s overall positioning strategy for Domashny and Peretz and the channels’ high affinity levels in these commercially attractive audience groups. The transition is therefore expected to have a positive impact on both audience shares and inventory levels moving forward.”

 

“All in all, the outlook for the Russian TV advertising market and our own investments has not changed, and we continue to expect our new media, CIS, sublicensing and CTC-International channel revenues to grow faster than the Russian market.”

 

Operating Review

 

Switch to New Target Audiences from 2013

 

The Company will switch to the following target audiences for CTC and Peretz Networks starting from January 1, 2013:

 

 

 

2012
Target Audience

 

2013
Target Audience

 

 

 

 

 

 

 

CTC Network

 

All 6-54

 

All 10-45

 

 

 

 

 

 

 

Peretz Network

 

All 25-59

 

All 25-49

 

 

Domashny Network’s target demographic, “women 25-59”, will remain unchanged.

 

The switch to the new target audiences for CTC and Peretz is a part of the Company’s overall positioning strategy for these channels reflecting the advertiser demand. The decision to narrow target audiences primarily reflects the Company’s expectation that it will continue to deliver higher audience shares and more advertising inventory in the new demographics.

 

2



 

Share of Viewing

 

 

 

Average Audience Shares (%)

 

 

 

Q2 2011

 

H1 2011

 

Q1 2012

 

Q2 2012

 

H1 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

CTC Network (all 6-54)

 

11.1

 

11.1

 

11.0

 

8.9

 

10.0

 

CTC Network (all 10-45)

 

12.6

 

12.6

 

12.7

 

10.2

 

11.5

 

Domashny Network (women 25-59)

 

3.2

 

3.0

 

3.7

 

3.8

 

3.8

 

Peretz Network (all 25-59)

 

2.1

 

2.0

 

2.6

 

2.6

 

2.6

 

Peretz Network (all 25-49)

 

2.1

 

2.1

 

2.8

 

2.9

 

2.8

 

Channel 31 (all 6-54)

 

15.8

 

15.2

 

14.5

 

15.6

 

15.0

 

 

CTC Network’s average current target audience share was down year-on-year in the second quarter to 8.9% from 11.1% following a decreased amount of first run content on air compared to the second quarter of 2011 and, to a much lesser extent, audience fragmentation.

 

The fall schedule will feature new episodes of proven formats such as “Daddy’s Daughters”, “Boarding School” and “Voroniny”, as well as premieres of new shows and second seasons of series successfully premiered in the first quarter of 2012, including “Doctor Zaytseva’s Diary” and “The 80’s”.

 

The Domashny Network recorded its all-time high quarterly target audience share of 3.8% in the second quarter of 2012, up from 3.2% in the second quarter of 2011. This year-on-year increase in Domashny’s target audience share was primarily due to the strong performance of programming, such as foreign series, including Turkish historical drama “Magnificent Century”, as well as locally produced original and acquired content.

 

The Peretz Network’s target audience share was up year-on-year in the second quarter to 2.6% from 2.1%. The year-on-year growth was primarily driven by the success of the programming schedule introduced following the channel’s repositioning in late 2011, which primarily included locally produced entertainment shows.

 

Channel 31’s average target audience share was slightly down year-on-year in the second quarter to 15.6% from 15.8%.

 

Operating Review

 

Revenues

 

 

 

Three Months

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

Ended June 30,

 

 

 

(US$ 000’s)

 

2011

 

2012

 

Change

 

2011

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

199,945

 

$

183,393

 

-8

%

$

363,050

 

$

364,062

 

0

%

Sublicensing and own production

 

3,597

 

3,049

 

-15

%

5,459

 

12,290

 

125

%

Other

 

942

 

1,142

 

21

%

1,515

 

2,352

 

55

%

Total operating revenues

 

$

204,484

 

$

187,584

 

-8

%

$

370,024

 

$

378,704

 

2

%

 

Total operating revenues were down 8% year-on-year in US dollar terms and up 2% year-on-year in ruble terms in the second quarter. The revenue growth in ruble terms primarily reflected the year-on-year growth of the

 

3



 

Russian television advertising market and growth in the target audience shares for Domashny and Peretz Networks, partially offset by a decrease in CTC Network audience shares and lower sellout for Domashny Network. The year-on-year decrease in total operating revenues in US dollar terms was due to the depreciation of the Russian ruble against the US dollar in the second quarter of 2012 compared to the second quarter of 2011.

 

Russian advertising sales accounted for approximately 95% of total operating revenues during the second quarter of 2012 (Q2 2011: 96%) and were down 9% year-on-year in US dollar terms and up 1% year-on-year in ruble terms. Advertising prices were up year-on-year in the period and so was the level of television viewership, which resulted in an overall increase in the advertising inventory on the market. Sellout of CTC Media’s Russian TV channels’ national inventory was lower year-on-year in the second quarter at 98% (Q2 2011: 100%).

 

The Company’s sublicensing and own-production revenue was down 15% year-on-year in the second quarter in US dollar terms and down 6% year-on-year in ruble terms, primarily as a result of lower sales of content to broadcasters in Ukraine.

 

Other revenue was up 21% year-on-year in US dollar terms and up 34% year-on-year in ruble terms in the second quarter 2012, primarily reflecting sustained revenue growth from CTC-International.

 

For the second quarter of 2012, the Company generated advertising revenues of approximately $0.5 million from its new media projects, most of which related to advertising sales on the Videomore.ru portal. For reporting purposes, the new media revenues were allocated to the CTC, Domashny and Peretz networks’ advertising revenues.

 

 

 

Three Months

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

Ended June 30,

 

 

 

(US$ 000’s)

 

2011

 

2012

 

Change

 

2011

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues by segment(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

CTC Network

 

$

127,829

 

$

111,597

 

-13

%

$

236,121

 

$

236,230

 

0

%

Domashny Network

 

24,320

 

20,989

 

-14

%

44,068

 

43,865

 

0

%

Peretz Network

 

15,905

 

17,820

 

12

%

28,576

 

33,500

 

17

%

CTC Television Station Group

 

25,360

 

23,229

 

-8

%

43,219

 

41,022

 

-5

%

Domashny Television Station Group

 

4,063

 

4,450

 

10

%

6,692

 

7,935

 

19

%

Peretz Television Station Group

 

1,827

 

2,336

 

28

%

2,881

 

3,805

 

32

%

CIS Group

 

4,813

 

6,006

 

25

%

7,892

 

10,314

 

31

%

Production Group

 

44

 

161

 

266

%

66

 

194

 

194

%

CTC-International

 

323

 

996

 

208

%

509

 

1,839

 

261

%

Total operating revenues

 

$

204,484

 

$

187,584

 

-8

%

$

370,024

 

$

378,704

 

2

%

 


(1)  Segment revenues are shown from external customers only, net of intercompany revenues of $12.4 million in the second quarter of 2011, $3.2 million in the second quarter of 2012, $16.3 million in the first six months of 2011 and $11.5 million in the first six months of 2012, which primarily related to revenues from the Production Group that have been eliminated in the consolidation of the Company’s revenues.

 

4



 

CTC Network and CTC Television Station Group revenues were down year-on-year both in US dollar and ruble terms in the second quarter, primarily due to a decline in CTC Network’s target audience share, partially offset by an increase in prices and the overall growth of television viewership in Russia. In US dollar terms, the revenue dynamics were also negatively impacted by the depreciation of the Russian ruble against the US dollar.

 

Combined revenues for Domashny Network and Domashny Television Station Group were down year-on-year in US dollar terms and stable in ruble terms in the second quarter. This was driven primarily by the depreciation of the Russian ruble against the US dollar and decreased sellout, partially offset by the increase in audience share.

 

Peretz Network and Peretz Television Station Group revenues were up both in US dollar terms and ruble terms in the second quarter, primarily due to audience share gains and, to a lesser extent, the increase in advertising prices. In US dollar terms, the revenue growth was partially offset by the depreciation of the Russian ruble against the US dollar.

 

The CIS Group, which accounted for 3% of revenues in the second quarter of 2012 (Q2 2011: 2%), reported a 25% year-on-year increase in sales in US dollar terms. This primarily reflected the higher sellout for Channel 31 in Kazakhstan.

 

Expenses

 

Total operating expenses were down 3% year-on-year in the second quarter in US dollar terms and up 7% in ruble terms. The year-on-year increase in ruble terms primarily reflected the year-on-year increases in programming amortization costs and direct operating expenses and selling, general and administrative expenses, though these increases were partially offset by the year-on-year decrease in stock-based compensation expenses.

 

 

 

Three Months

 

 

 

Six Months

 

 

 

 

 

Ended June 30,

 

 

 

Ended June 30,

 

 

 

(US$ 000’s)

 

2011

 

2012

 

Change

 

2011

 

2012

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct operating expenses

 

$

10,757

 

$

11,332

 

5

%

$

21,467

 

$

23,191

 

8

%

Selling, general & administrative expenses

 

43,171

 

41,543

 

-4

%

80,867

 

84,271

 

4

%

Stock-based compensation expenses

 

8,617

 

710

 

-92

%

14,836

 

3,621

 

-76

%

Amortization of programming rights

 

75,474

 

79,391

 

5

%

146,211

 

155,150

 

6

%

Amortization of sublicensing rights and own production costs

 

511

 

503

 

-2

%

825

 

3,238

 

292

%

Depreciation & amortization

 

4,209

 

4,983

 

18

%

8,145

 

10,140

 

24

%

Total operating expenses

 

$

142,739

 

$

138,462

 

-3

%

$

272,351

 

$

279,611

 

3

%

 

5



 

Direct operating expenses were up 5% year-on-year in US dollar terms in the second quarter and up 17% in ruble terms, largely as a result of increased transmission fees and broadcasting expenses relating to regional stations acquired after Q2 2011.

 

Selling, general and administrative expenses were down 4% year-on-year in US dollar terms in the second quarter and up 7% in ruble terms. Year-on-year growth in ruble terms was primarily driven by increased salaries and benefits and higher research and consulting expenses. Compensation payable to Video International, which was included in selling, general and administrative expenses, amounted to $20.2 million in the second quarter of 2012 (Q2 2011: $22.2 million).

 

Stock-based compensation expenses totaled $0.7 million in the second quarter (Q2 2011: $8.6 million). The year-on-year decrease in stock-based compensation expenses principally resulted from the departure of the Company’s former CEO at the end of 2011, as a result of which his options ceased to vest.

 

Programming expenses were up 5% year-on-year in US dollar terms and up 17% in ruble terms in the second quarter, primarily reflecting a more expensive content mix on CTC Network and, to a lesser extent, Domashny Network and Channel 31 in Kazakhstan. Year-on-year growth in amortization of programming rights for the CTC Network was mainly due to an increased number of hours of foreign movies aired in the quarter and higher costs associated with the third season of the hit “Boarding School” series aired in the second quarter of 2012 compared to its first season aired in the second quarter of 2011. The increase in the “Boarding School” programming expenses was driven by substantial content inflation, an increased number of episodes aired (Q2 2012: 44 episodes, Q2 2011: 20 episodes), and airing two runs of the series in Q2 2012  compared to one run in Q2 2011.

 

CTC Media’s consolidated OIBDA was therefore down 18% year-on-year in US dollar terms to $54.1 million in the second quarter (Q2 2011: $66.0 million). OIBDA margin was 28.8% in the second quarter (Q2 2011: 32.3%).

 

Depreciation and amortization expenses were up 18% year-on-year in US dollar terms and up 31% year-on-year in ruble terms in the second quarter. The increase was primarily due to the launch of the new digital broadcasting complex in Moscow in July 2011.

 

Net interest income was $1.7 million in the second quarter (Q2 2011: $1.1 million). Foreign currency gain was $1.9 million in the second quarter (Q 2011: $0.6 million) and primarily represented gains received from our US dollar forward contracts.

 

Pre-tax income therefore decreased by 16% year-on-year in US dollar terms to $53.7 million in the second quarter (Q2 2011: $63.9 million).

 

CTC Media’s effective tax rate was 34% in the second quarter (Q2 2011: 37%). The year-on-year decrease in the effective tax rate was primarily due to decreases, as a percentage of consolidated income before tax, in stock-based compensation expense, and the recognition of certain foreign tax credits that will be deducted from the US income tax.

 

Net income attributable to CTC Media, Inc. stockholders therefore was down 11% year-on-year to $34.0 million in the second quarter (Q2 2011: $38.5 million), and fully diluted earnings per share decreased to $0.22 (Q2 2011: $0.24).

 

Cash Flows and Financial Position

 

The Company’s net cash flows from operating activities were up year-on-year to $61.9 million for the first six

 

6



 

months of 2012 (H1 2011: $38.6 million) and primarily reflected the decrease in taxes paid in the first six months of 2012 when comparing to the same period of 2011, mainly due to US income tax and VAT.

 

Net cash received from investing activities totaled $9.1 million for the first six months of 2012 (H1 2011: net cash used in financing activities totaled $9.6 million) and primarily related to $17.6 million of net cash receipts from deposits, partially offset by $5.8 million of capital expenditures (mainly purchases of cable connections and leasehold improvements for the new Company’s office facilities in Moscow) and $2.7 million paid in relation to the acquisition of regional television stations in Russia.

 

Cash used in financing activities amounted to $57.1 million in the first half of 2012 (H1 2011: $58.0 million) and included the payment of $41.1 million in cash dividends to the Company’s stockholders and $3.1 million in dividends to minority shareholders of the Company’s subsidiaries, as well as the settlement of the Company’s $17.5 million bank overdraft, partially offset by $4.6 million in proceeds received from the exercise of stock options by the Company’s former CEO.

 

The Company’s net cash position (cash and cash equivalents and short-term investments less interest bearing liabilities) amounted to $124.2 million as of June 30, 2012, compared to $129.5 million at the end of the second quarter of 2011 and $111.0 million at the end of the first quarter of 2012. The Company had no debt as of June 30, 2012.

 

Dividends

 

The CTC Media Board of Directors has declared a cash dividend of $0.13 per share (or approximately $20 million in the aggregate) to be paid on or about September 28, 2012 to shareholders of record as of September 1, 2012, with further dividends anticipated in the fourth quarter of 2012. The Board of Directors currently intends to pay aggregate cash dividends of approximately $80 million in 2012. While it is the Board’s current intention to declare and pay further dividends in the fourth quarter of 2012, there can be no assurance that such additional dividends will be declared and paid. The lower anticipated payments in 2012 compared to 2011 reflect the increased investments that the Company is making and plans to make in programming and in the overall development of the business during 2012. All dividend payments are subject to the discretion of the Board, which will consider factors such as CTC Media’s earnings, financial position and capital allocation requirements as a growth company before formally approving each quarterly dividend.

 

Conference Call

 

The Company will host a conference call to discuss its 2012 second quarter financial results today, August, 7, 2012, at 9:00 a.m. ET (5:00 p.m. Moscow time, 2:00 p.m. London time). To access the conference call, please dial:

 

US/International:        +1 631 510 7498

UK/International:       +44 (0) 1452 555 566

Passcode:        98912103

 

A live webcast of the conference call will also be available via the investor relations section of the Company’s corporate web site - www.ctcmedia.ru/investors. The webcast will also be archived on the Company’s web site for replay purposes.

 

About CTC Media, Inc.

 

CTC Media is a leading independent media company in Russia, with operations throughout Russia and in a

 

7



 

number of other CIS markets. It operates three free-to-air television networks in Russia — CTC, Domashny and Peretz — as well as Channel 31 in Kazakhstan and a TV company in Moldova, with a combined potential audience of over 150 million people. The international pay-TV version of the CTC channel is available in North America, Europe, North Africa, the Middle East, Central and Southeast Asia. CTC Media also has its own TV content production capabilities through its Story First Production subsidiary. The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “CTCM”. For more information about CTC Media, please visit www.ctcmedia.ru.

 

***

 

For further information, please visit www.ctcmedia.ru or contact:

 

CTC Media, Inc.

Investor Relations
Ekaterina Ostrova

Tel: +7 495 783 3650

or Irina Klimova
Tel: +7 495 981 0740
ir@ctcmedia.ru

 

Media Relations
Victoria Bakaeva
Tel: +7 495 785 6347, ext 1210

or Anna Zvereva

Tel: +7 495 785 6347, ext 1212

pr@ctcmedia.ru

 

Use of Non-GAAP Financial Measures

 

To supplement its consolidated financial statements, which are prepared and presented in accordance with US GAAP, the Company uses the following non-GAAP financial measures: OIBDA (on a consolidated and segment basis) and OIBDA margin. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the accompanying financial tables included at the end of this release.

 

The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding certain expenses that may not be indicative of its recurring core business operating results. These metrics are used by management to further its understanding of the Company’s operating performance in the ordinary, ongoing and customary course of operations. The Company also believes that these metrics provide investors and equity analysts with a useful basis for analyzing operating performance against historical data and the results of comparable companies.

 

OIBDA and OIBDA margin. OIBDA is defined as operating income before depreciation and amortization (exclusive of amortization of programming rights and sublicensing rights). OIBDA margin is defined as OIBDA divided by total operating revenues. The most directly comparable GAAP measures to OIBDA and OIBDA margin are operating income and operating income margin, respectively. Unlike operating income, OIBDA excludes depreciation and amortization, other than amortization of programming rights and sublicensing rights. The purchase of programming rights is the Company’s most significant expenditure that enables it to generate revenues, and OIBDA includes the impact of the amortization of these rights.

 

8



 

Expenditures for capital items such as property, plant and equipment have a materially less significant impact on the Company’s ability to generate revenues. For this reason, the Company excludes the related depreciation expense for these items from OIBDA. Moreover, a significant portion of the Company’s intangible assets were acquired in business acquisitions. The amortization of intangible assets is therefore also excluded from OIBDA.

 

Caution Concerning Forward Looking Statements

 

Certain statements in this press release that are not based on historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include, among others, statements regarding developments of the Company’s target markets; the Company’s anticipated advertising sellout in 2012; the further development of the Peretz and Domashny channels; etc. These statements reflect the Company’s current expectations concerning future results and events. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CTC Media to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

The potential risks and uncertainties that could cause actual future results to differ from those expressed by forward-looking statements include, among others, changes in the size of the Russian television advertising market; the continued successful operation of the Company’s own internal sales house structure; competitive pressures; depreciation of the value of the Russian ruble compared to the US dollar; the Company’s ability to deliver audience share, particularly in primetime, to its advertisers; free-to-air television remaining a significant advertising forum in Russia; and restrictions on foreign involvement in the Russian television business. These and other risks are described in the “Risk Factors” section of CTC Media’s annual report on Form 10-K filed with the SEC on February 28, 2012, and its quarterly report on Form 10-Q to be filed with the SEC on or about the date hereof.

 

Other unknown or unpredictable factors could have material adverse effects on CTC Media’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed herein may not occur. You are cautioned not to place undue reliance on these forward-looking statements. CTC Media does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

 

9



 

CTC MEDIA, INC, AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME (LOSS)

(in thousands of US dollars, except share and per share data)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2011

 

2012

 

2011

 

2012

 

REVENUES:

 

 

 

 

 

 

 

 

 

Advertising

 

$

199,945

 

$

183,393

 

$

363,050

 

$

364,062

 

Sublicensing and own production revenue

 

3,597

 

3,049

 

5,459

 

12,290

 

Other revenue

 

942

 

1,142

 

1,515

 

2,352

 

Total operating revenues

 

204,484

 

187,584

 

370,024

 

378,704

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Direct operating expenses (exclusive of amortization of programming rights, sublicensing rights and own production cost, shown below; exclusive of depreciation and amortization of $3,286 and $4,098 for the three months and $6,480 and $8,209 for the six months ended June 30, 2011 and 2012, respectively; and exclusive of stock-based compensation of $2,407 and $(121) for the three months and $4,436 and $812 for the six months ended June 30, 2011 and 2012, respectively)

 

(10,757

)

(11,332

)

(21,467

)

(23,191

)

Selling, general and administrative (exclusive of depreciation and amortization of $923 and $885 for the three months and $1,665 and $1,931 for the six months ended June 30, 2011 and 2012, respectively; and exclusive of stock- based compensation of $6,210 and $831 for the three months and $10,400 and $2,809 for the six months ended June 30, 2011 and 2012, respectively)

 

(43,171

)

(41,543

)

(80,867

)

(84,271

)

Stock-based compensation expense

 

(8,617

)

(710

)

(14,836

)

(3,621

)

Amortization of programming rights

 

(75,474

)

(79,391

)

(146,211

)

(155,150

)

Amortization of sublicensing rights and own production cost

 

(511

)

(503

)

(825

)

(3,238

)

Depreciation and amortization (exclusive of amortization of programming rights, sublicensing rights and own production cost)

 

(4,209

)

(4,983

)

(8,145

)

(10,140

)

Total operating expenses

 

(142,739

)

(138,462

)

(272,351

)

(279,611

)

OPERATING INCOME

 

61,745

 

49,122

 

97,673

 

99,093

 

FOREIGN CURRENCY GAINS

 

614

 

1,955

 

1,747

 

551

 

INTEREST INCOME

 

1,253

 

1,859

 

2,739

 

3,988

 

INTEREST EXPENSE

 

(163

)

(164

)

(263

)

(365

)

OTHER NON-OPERATING INCOME, net

 

247

 

617

 

220

 

846

 

EQUITY IN INCOME OF INVESTEE COMPANIES

 

190

 

275

 

367

 

434

 

Income before income tax

 

63,886

 

53,664

 

102,483

 

104,547

 

INCOME TAX EXPENSE

 

(23,597

)

(18,225

)

(38,501

)

(35,496

)

CONSOLIDATED NET INCOME

 

$

40,289

 

$

35,439

 

$

63,982

 

$

69,051

 

LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

$

(1,821

)

$

(1,393

)

$

(2,722

)

$

(2,383

)

NET INCOME ATTRIBUTABLE TO CTC MEDIA, INC. STOCKHOLDERS

 

$

38,468

 

$

34,046

 

$

61,260

 

$

66,668

 

Net income per share attributable to CTC Media, Inc. stockholders—basic

 

$

0.24

 

$

0.22

 

$

0.39

 

$

0.42

 

Net income per share attributable to CTC Media, Inc. stockholders—diluted

 

$

0.24

 

$

0.22

 

$

0.39

 

$

0.42

 

Weighted average common shares outstanding—basic

 

157,266,697

 

158,160,719

 

157,135,034

 

157,648,016

 

Weighted average common shares outstanding—diluted

 

158,164,349

 

158,160,719

 

158,087,005

 

157,880,218

 

Dividends declared per share

 

$

0.22

 

$

0.13

 

$

0.38

 

$

0.26

 

 

10



 

CTC MEDIA, INC, AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of US dollars)

 

 

 

Six months ended June 30,

 

 

 

2011

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Consolidated net income

 

$

63,982

 

$

69,051

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Deferred tax (benefit) expense

 

(800

)

2,750

 

Depreciation and amortization

 

8,145

 

10,140

 

Amortization of programming rights

 

146,211

 

155,150

 

Amortization of sublicensing rights and own production cost

 

825

 

3,238

 

Stock based compensation expense

 

14,836

 

3,621

 

Equity in income of unconsolidated investees

 

(367

)

(434

)

Foreign currency gains

 

(1,747

)

(551

)

Changes in operating assets and liabilities:

 

 

 

 

 

Trade accounts receivable

 

14,284

 

(4,696

)

Prepayments

 

(7,142

)

(1,425

)

Other assets

 

2,611

 

(4,166

)

Accounts payable and accrued liabilities

 

(1,133

)

4,064

 

Deferred revenue

 

(7,530

)

2,313

 

Other liabilities

 

(16,585

)

(4,161

)

Dividends received from equity investees

 

271

 

485

 

Acquisition of programming and sublicensing rights

 

(177,304

)

(173,450

)

Net cash provided by operating activities

 

38,557

 

61,929

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Acquisitions of property and equipment and intangible assets

 

(12,445

)

(5,782

)

Acquisitions of businesses, net of cash acquired

 

(20,935

)

(2,683

)

Increase in restricted cash

 

(3,377

)

 

Receipts from deposits

 

27,130

 

17,560

 

Net cash provided (used) in investing activities

 

(9,627

)

9,095

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from exercise of stock options

 

5,159

 

4,615

 

Settlement of overdraft

 

 

(17,530

)

Dividends paid to stockholders

 

(59,714

)

(41,122

)

Dividends paid to noncontrolling interest

 

(3,464

)

(3,064

)

Net cash used in financing activities

 

(58,019

)

(57,101

)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

4,045

 

(446

)

Net increase/(decrease) in cash and cash equivalents

 

(25,044

)

13,477

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

59,565

 

12,331

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

34,521

 

$

25,808

 

 

11



 

CTC MEDIA, INC, AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of US dollars, except share and per share data)

 

 

 

December 31,
2011

 

June 30,
2012

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

12,331

 

$

25,808

 

Short-term investments

 

117,233

 

98,355

 

Trade accounts receivable, net of allowance for doubtful accounts (December 31, 2011—$977; June 30, 2012—$1,301)

 

21,831

 

25,615

 

Taxes reclaimable

 

20,311

 

24,597

 

Prepayments

 

57,091

 

59,454

 

Programming rights, net

 

106,947

 

135,490

 

Deferred tax assets

 

20,086

 

24,472

 

Other current assets

 

1,351

 

2,567

 

TOTAL CURRENT ASSETS

 

357,181

 

396,358

 

PROPERTY AND EQUIPMENT, net

 

46,299

 

43,595

 

INTANGIBLE ASSETS, net:

 

 

 

 

 

Broadcasting licenses

 

159,369

 

160,069

 

Cable network connections

 

28,148

 

25,827

 

Trade names

 

5,213

 

5,127

 

Network affiliation agreements

 

2,120

 

1,040

 

Other intangible assets

 

3,197

 

2,870

 

Net intangible assets

 

198,047

 

194,933

 

GOODWILL

 

164,375

 

161,266

 

PROGRAMMING RIGHTS, net

 

92,134

 

76,003

 

INVESTMENTS IN AND ADVANCES TO INVESTEES

 

5,041

 

4,798

 

PREPAYMENTS

 

3,012

 

2,545

 

DEFERRED TAX ASSETS

 

26,015

 

22,885

 

OTHER NON-CURRENT ASSETS

 

997

 

2,612

 

TOTAL ASSETS

 

$

893,101

 

$

904,995

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Bank overdraft

 

16,941

 

 

Accounts payable

 

69,891

 

75,881

 

Accrued liabilities

 

21,393

 

25,711

 

Taxes payable

 

31,905

 

28,370

 

Deferred revenue

 

7,367

 

9,768

 

Deferred tax liabilities

 

12,613

 

12,697

 

TOTAL CURRENT LIABILITIES

 

160,110

 

152,427

 

DEFERRED TAX LIABILITIES

 

35,783

 

39,766

 

COMMITMENTS AND CONTINGENCIES

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Common stock ($0.01 par value; shares authorized 175,772,173; shares issued and outstanding December 31, 2011—157,320,070; June 30, 2012—158,160,719)

 

1,573

 

1,582

 

Additional paid-in capital

 

481,969

 

489,476

 

Retained earnings

 

322,184

 

347,730

 

Accumulated other comprehensive loss

 

(111,754

)

(128,575

)

Non-controlling interest

 

3,236

 

2,589

 

TOTAL STOCKHOLDERS’ EQUITY

 

697,208

 

712,802

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

893,101

 

$

904,995

 

 

12



 

CTC MEDIA, INC. AND SUBSIDIARIES

UNAUDITED SEGMENT FINANCIAL INFORMATION

(in thousands of US dollars)

 

 

 

Three months ended June 30, 2011

 

 

 

Operating
revenue
from
external
customers

 

Intersegment
revenue

 

Operating
income/
(loss)

 

Identifiable
assets

 

Depreciation
and
amortization

 

Amortization
of
programming
rights

 

Amortization
of
sublicensing
rights and
own cost of
production

 

CTC Network

 

$

127,829

 

$

125

 

$

48,081

 

$

812,214

 

$

(693

)

$

(53,302

)

$

(506

)

Domashny Network

 

24,320

 

2

 

4,146

 

68,492

 

(251

)

(12,375

)

 

Peretz Network

 

15,905

 

 

780

 

195,568

 

(773

)

(9,561

)

 

CTC Television Station Group

 

25,360

 

471

 

17,970

 

102,604

 

(538

)

(90

)

 

Domashny Television Station Group

 

4,063

 

941

 

1,680

 

57,976

 

(455

)

(2

)

 

Peretz Television Station Group

 

1,827

 

249

 

(1,324

)

135,418

 

(1,268

)

(1

)

 

CIS Group

 

4,813

 

 

1,340

 

26,538

 

(120

)

(1,855

)

 

Production Group

 

44

 

10,595

 

248

 

50,165

 

(12

)

(46

)

(9,715

)

Business segment results

 

$

204,161

 

$

12,383

 

$

72,921

 

$

1,448,975

 

$

(4,110

)

$

(77,232

)

$

(10,221

)

Eliminations and other

 

323

 

(12,383

)

(11,176

)

(385,632

)

(99

)

1,758

 

9,710

 

Consolidated results

 

$

204,484

 

$

 

$

61,745

 

$

1,063,343

 

$

(4,209

)

$

(75,474

)

$

(511

)

 

 

 

Three months ended June 30, 2012

 

 

 

Operating
revenue
from
external
customers

 

Intersegment
revenue

 

Operating
income/
(loss)

 

Identifiable
assets

 

Depreciation
and
amortization

 

Amortization
of
programming
rights

 

Amortization
of
sublicensing
rights and
own cost of
production

 

CTC Network

 

$

111,597

 

$

117

 

$

27,697

 

$

824,392

 

$

(1,325

)

$

(57,884

)

$

(335

)

Domashny Network

 

20,989

 

3

 

1,598

 

79,149

 

(336

)

(12,309

)

(32

)

Peretz Network

 

17,820

 

 

5,122

 

85,706

 

(745

)

(6,398

)

 

CTC Television Station Group

 

23,229

 

615

 

15,807

 

71,861

 

(519

)

(88

)

 

Domashny Television Station Group

 

4,450

 

1,031

 

1,754

 

53,723

 

(713

)

(1

)

 

Peretz Television Station Group

 

2,336

 

621

 

(470

)

100,410

 

(1,180

)

(1

)

 

CIS Group

 

6,006

 

 

1,565

 

24,988

 

(106

)

(2,601

)

 

Production Group

 

161

 

830

 

(1,051

)

47,555

 

(9

)

(23

)

(831

)

Business segment results

 

$

186,588

 

$

3,217

 

$

52,022

 

$

1,287,784

 

$

(4,933

)

$

(79,305

)

$

(1,198

)

Eliminations and other

 

996

 

(3,217

)

(2,900

)

(382,789

)

(50

)

(86

)

695

 

Consolidated results

 

$

187,584

 

$

 

$

49,122

 

$

904,995

 

$

(4,983

)

$

(79,391

)

$

(503

)

 

13



 

 

 

Six months ended June 30, 2011

 

 

 

Operating
revenue
from
external
customers

 

Intersegment
revenue

 

Operating
income/
(loss)

 

Identifiable
assets

 

Depreciation
and
amortization

 

Amortization
of
programming
rights

 

Amortization
of
sublicensing
rights and
own cost of
production

 

CTC Network

 

$

236,121

 

$

256

 

$

81,116

 

$

812,214

 

$

(1,264

)

$

(105,912

)

$

(932

)

Domashny Network

 

44,068

 

5

 

7,304

 

68,492

 

(475

)

(22,289

)

 

Peretz Network

 

28,576

 

 

345

 

195,568

 

(1,517

)

(17,674

)

 

CTC Television Station Group

 

43,219

 

939

 

28,686

 

102,604

 

(1,089

)

(176

)

 

Domashny Television Station Group

 

6,692

 

1,651

 

2,119

 

57,976

 

(882

)

(2

)

 

Peretz Television Station Group

 

2,881

 

632

 

(3,074

)

135,418

 

(2,432

)

(2

)

 

CIS Group

 

7,892

 

 

981

 

26,538

 

(272

)

(3,705

)

 

Production Group

 

66

 

12,807

 

(306

)

50,165

 

(36

)

(46

)

(11,463

)

Business segment results

 

$

369,515

 

$

16,290

 

$

117,171

 

$

1,448,975

 

$

(7,967

)

$

(149,806

)

$

(12,395

)

Eliminations and other

 

509

 

(16,290

)

(19,498

)

(385,632

)

(178

)

3,595

 

11,570

 

Consolidated results

 

$

370,024

 

$

 

$

97,673

 

$

1,063,343

 

$

(8,145

)

$

(146,211

)

$

(825

)

 

 

 

Six months ended June 30, 2012

 

 

 

Operating
revenue
from
external
customers

 

Intersegment
revenue

 

Operating
income/
(loss)

 

Identifiable
assets

 

Depreciation
and
amortization

 

Amortization
of
programming
rights

 

Amortization
of
sublicensing
rights and
own cost of
production

 

CTC Network

 

$

236,230

 

$

192

 

$

68,496

 

$

824,392

 

$

(2,754

)

$

(111,422

)

$

(3,070

)

Domashny Network

 

43,865

 

12

 

3,660

 

79,149

 

(695

)

(25,061

)

(32

)

Peretz Network

 

33,500

 

 

7,057

 

85,706

 

(1,521

)

(13,897

)

 

CTC Television Station Group

 

41,022

 

1,015

 

26,456

 

71,861

 

(1,014

)

(172

)

 

Domashny Television Station Group

 

7,935

 

2,044

 

3,041

 

53,723

 

(1,424

)

(2

)

 

Peretz Television Station Group

 

3,805

 

1,173

 

(1,673

)

100,410

 

(2,391

)

(1

)

 

CIS Group

 

10,314

 

 

1,311

 

24,988

 

(223

)

(5,596

)

 

Production Group

 

194

 

7,016

 

(1,629

)

47,555

 

(16

)

(23

)

(6,694

)

Business segment results

 

$

376,865

 

$

11,452

 

$

106,719

 

$

1,287,784

 

$

(10,038

)

$

(156,174

)

$

(9,796

)

Eliminations and other

 

1,839

 

(11,452

)

(7,626

)

(382,789

)

(102

)

1,024

 

6,558

 

Consolidated results

 

$

378,704

 

$

 

$

99,093

 

$

904,995

 

$

(10,140

)

$

(155,150

)

$

(3,238

)

 

14



E

CTC MEDIA, INC. AND SUBSIDIARIES

RECONCILIATION OF CONSOLIDATED OIBDA TO

CONSOLIDATED OPERATING INCOME

(in thousands of US dollars)

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

(US$ 000’s)

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

OIBDA

 

$

65,954

 

$

54,105

 

$

105,818

 

$

109,233

 

Depreciation and amortization (exclusive of amortization of programming rights and sublicensing rights)

 

(4,209

)

(4,983

)

(8,145

)

(10,140

)

Operating income

 

$

61,745

 

$

49,122

 

$

97,673

 

$

99,093

 

 

CTC MEDIA, INC. AND SUBSIDIARIES

RECONCILIATION OF CONSOLIDATED OIBDA MARGIN TO

CONSOLIDATED OPERATING INCOME MARGIN

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

OIBDA margin

 

32.3

%

28.8

%

28.6

%

28.8

%

Depreciation and amortization (exclusive of amortization of programming rights and sublicensing rights) as a % of total operating revenues

 

-2.1

%

-2.7

%

-2.2

%

-2.6

%

Operating income margin

 

30.2

%

26.2

%

26.4

%

26.2

%

 

15



 

CTC MEDIA, INC. AND SUBSIDIARIES

RECONCILIATION OF SEGMENT OIBDA TO SEGMENT OPERATING INCOME

(in thousands of US dollars)

 

Three Months Ended June 30, 2011

 

 

 

OIBDA

 

Depreciation and amortization

 

Operating income

 

 

 

 

 

 

 

 

 

CTC Network

 

$

48,774

 

$

(693

)

$

48,081

 

Domashny Network

 

4,397

 

(251

)

4,146

 

DTV Network

 

1, 553

 

(773

)

780

 

CTC Television Station Group

 

18,508

 

(538

)

17,970

 

Domashny Television Station Group

 

2,135

 

(455

)

1,680

 

DTV Television Station Group

 

(56

)

(1,268

)

(1,324

)

CIS Group

 

1,460

 

(120

)

1,340

 

Production Group

 

260

 

(12

)

248

 

Corporate Office

 

(12,485

)

(93

)

(12,578

)

Business segment results

 

$

64,546

 

$

(4,203

)

$

60,343

 

Eliminations and other

 

1,408

 

(6

)

1,402

 

Consolidated results

 

$

65,954

 

$

(4,209

)

$

61,745

 

 

Three Months Ended June 30, 2012

 

(US$ 000’s)

 

OIBDA

 

Depreciation and amortization

 

Operating income

 

 

 

 

 

 

 

 

 

CTC Network

 

$

29,022

 

$

(1,325

)

$

27,697

 

Domashny Network

 

1,934

 

(336

)

1,598

 

DTV Network

 

5,867

 

(745

)

5,122

 

CTC Television Station Group

 

16,326

 

(519

)

15,807

 

Domashny Television Station Group

 

2,467

 

(713

)

1,754

 

DTV Television Station Group

 

710

 

(1,180

)

(470

)

CIS Group

 

1,671

 

(106

)

1,565

 

Production Group

 

(1,042

)

(9

)

(1,051

)

Corporate Office

 

(3,418

)

(47

)

(3,465

)

Business segment results

 

$

53,537

 

$

(4,980

)

$

48,557

 

Eliminations and other

 

568

 

(3

)

565

 

Consolidated results

 

$

54,105

 

$

(4,983

)

$

49,122

 

 

16



 

CTC MEDIA, INC. AND SUBSIDIARIES

RECONCILIATION OF SEGMENT OIBDA TO SEGMENT OPERATING INCOME (Continued)

(in thousands of US dollars)

 

Six Months Ended June 30, 2011

 

 

 

OIBDA

 

Depreciation and amortization

 

Operating income

 

 

 

 

 

 

 

 

 

CTC Network

 

$

82,380

 

$

(1,264

)

$

81,116

 

Domashny Network

 

7,779

 

(475

)

7,304

 

DTV Network

 

1,862

 

(1,517

)

345

 

CTC Television Station Group

 

29,775

 

(1,089

)

28,686

 

Domashny Television Station Group

 

3,001

 

(882

)

2,119

 

DTV Television Station Group

 

(642

)

(2,432

)

(3,074

)

CIS Group

 

1,253

 

(272

)

981

 

Production Group

 

(270

)

(36

)

(306

)

Corporate Office

 

(21,783

)

(167

)

(21,950

)

Business segment results

 

$

103,355

 

$

(8,134

)

$

95,221

 

Eliminations and other

 

2,463

 

(11

)

2,452

 

Consolidated results

 

$

105,818

 

$

(8,145

)

$

97,673

 

 

Six Months Ended June 30, 2012

 

(US$ 000’s)

 

OIBDA

 

Depreciation and amortization

 

Operating income

 

 

 

 

 

 

 

 

 

CTC Network

 

$

71,250

 

$

(2,754

)

$

68,496

 

Domashny Network

 

4,355

 

(695

)

3,660

 

DTV Network

 

8,578

 

(1,521

)

7,057

 

CTC Television Station Group

 

27,470

 

(1,014

)

26,456

 

Domashny Television Station Group

 

4,465

 

(1,424

)

3,041

 

DTV Television Station Group

 

718

 

(2,391

)

(1,673

)

CIS Group

 

1,534

 

(223

)

1,311

 

Production Group

 

(1,613

)

(16

)

(1,629

)

Corporate Office

 

(9,064

)

(94

)

(9,158

)

Business segment results

 

$

107,693

 

$

(10,132

)

$

97,561

 

Eliminations and other

 

1,540

 

(8

)

1,532

 

Consolidated results

 

$

109,233

 

$

(10,140

)

$

99,093

 

 

17