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Exhibit 99.1

 

GRAPHIC

 

CTC MEDIA ANNOUNCES FINANCIAL RESULTS FOR

THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2015

 

Moscow, Russia November 9, 2015 — 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 third quarter and nine months ended September 30, 2015.

 

Q3 2015 FINANCIAL HIGHLIGHTS

 

·                  Revenues were down by 15% in ruble terms and 51% in USD terms year-on-year to RUR 4.9 billion ($77.2 million), principally reflecting the estimated 13% contraction of the Russian television advertising market in the third quarter of 2015

 

·                  OIBDA(1) of RUR 0.6 billion ($8.3 million) with double-digit OIBDA margin(2) of 11.6%, despite the overall TV ad market decline and the challenging macroeconomic environment

 

·                  The combined Russian national inventory was almost fully sold-out for Q3

 

·                  Results as reported in USD were materially affected by the significant decline in the value of the ruble from RUR 36.2 to $1.00 in Q3 2014 to RUR 63.0 to $1.00 in Q3 2015, and to a lesser extent by the decline in the value of the Kazakh national currency

 

9M 2015 FINANCIAL HIGHLIGHTS

 

·                  Revenues were down 22% in ruble terms and 53% in USD terms year-on-year to RUR 14.7 billion ($248.7 million), principally reflecting the estimated 19% contraction of the Russian television advertising market in the first nine months of 2015

 

·                  Advertising revenues were down 23% in ruble terms and 54% in USD terms year-on-year to RUR 14.3 billion ($242 million)

 

·                  Significant cost cutting measures were implemented in light of the current market environment:

 

·                  Programming expenses were down 6% in ruble terms and 43% in USD terms year-on-year to RUR 7.6 billion ($129 million)

 

·                  Total operating expenses were down 3% in ruble terms and 42% in USD terms year-on-year to RUR 13.7 billion ($233 million)

 

·                  OIBDA(1) of RUR 1.6 billion ($27.3 million) with double-digit OIBDA margin(2) of 11.2%, despite the overall decline in the TV ad market and the challenging macroeconomic environment

 

·                  Net cash position of $100.3 million at the end of the period

 

·                  Fully diluted earnings per share of $0.37 (9M 2014: $0.57)

 


(1) (2) OIBDA is defined as operating income before depreciation and amortization. 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.

 

1



 

CORPORATE UPDATE AND OUTLOOK

 

·                  On September 24, 2015, in light of recent amendments to the Russian Mass Media Law further restricting non-Russian ownership of television broadcasters, the Company entered into a definitive agreement with UTV-Management, an affiliate of UTH Russia, for the sale of a 75% interest in CTC Investments, the Company’s wholly owned Russian subsidiary that holds all of the Company’s operating businesses for approximately $200.5 million in cash, subject to adjustment. In the sale agreement, the Company also agreed to authorize the issuance of an additional participation interest in CTC Investments, which would result in UTV-Management holding an 80% participation interest in CTC Investments, to ensure compliance with the foreign ownership requirements of the Mass Media Law.

 

·                  The Company intends to convene a special meeting of stockholders in December 2015 to approve the sale to UTV-Management, as well as a follow-on transaction to return value in cash to stockholders (other than stockholders whose shares of the Company have been identified as “blocked property” pursuant to U.S. sanctions).

 

·                  In light of the continued limited visibility for 2015, the Company is unable to provide full-year guidance at this time.

 

·                  Third party reports have estimated that total Russian TV advertising spending may decline by 17-18% for the full-year.

 

Yuliana Slashcheva, Chief Executive Officer of CTC Media: “Although we saw some recent strengthening in the Russian advertising market, the third quarter of 2015 has been a challenging period for CTC Media as a result of regulatory, macroeconomic and commercial developments. In light of these macroeconomic headwinds, we are pleased that our overall results remained positive, with an OIBDA margin of 11.6%.

 

We are also pleased to have entered into a definitive agreement with UTV-Management for the sale of a majority interest in our operating businesses. This will ensure compliance with the new foreign-ownership restrictions stipulated in the Russian Mass Media Law while allowing our Company to return value in cash to our stockholders, subject to compliance with applicable sanctions.

 

The first nine months of 2015 have been extremely challenging for CTC Media and the Russian advertising market overall. Year-on-year contraction of TV advertising in the third quarter of 2015 decreased to 13% from 22% in the first six months of the year, according to third-party reports. While the contraction has decelerated, the market is still in crisis. In this environment, the CTC Media executive team is working to ensure the best possible operating and financial outcomes for our stockholders.

 

We continue to see year-on-year decline in the audience share of CTC channel, with a reduction from 10.3% in the third quarter of 2014 to 8.7% in the third quarter of 2015, which has had a negative impact on advertising revenues.

 

The audience share of CTC was affected by audience fragmentation, related to the launch of “must-carry” which took place in August, governing cable and satellite operators re-broadcasting channels included in the first and second multiplexes, which seriously increased competition for CTC from other channels.

 

However, on September 7 we launched a new season and have seen solid performance so far, with all of our premieres securing higher than average audience share for CTC. For example, the fifth season of the Kitchen series in September and October demonstrated its highest-ever audience share of 20.8%. The share of the CTC Channel has grown since July, reaching 9.1% in September, averaging 8.7% in the third quarter, compared with 8.3% and 7.4% in the first and the second quarters respectively.

 

Our Everest sales house helped us ensure the successful conversion of sponsorship opportunities across almost all new programs on CTC. As a result, our revenue from sponsor contracts increased year-on-year despite the double-digit reduction of the advertising market. In present conditions, we see that advertisers are interested in sponsorship both as a product and as a means of communication.

 

I should also note that we have been selling out almost all of our inventory starting from the third quarter.

 

We are seeing improvements and success at the Domashny channel. One year after the launch of the new design and programming lineup, the average share of Domashny in its target audience in the first nine months of 2015 increased to 3.57% compared to 3.37% in the same period of the previous year. The new season launched in the fall continues to attract new audiences. The channel’s share among its target audience reached 3.91% in October. Domashny continues developing programs produced specifically for the channel.

 

2



 

On November 12, we will replace Peretz with Che, a new channel with a different concept, content and design. The launch of Che is a critical milestone for CTC Media’s strategy. We will not incur any additional expenses related to the channel’s launch. I believe that Che will outperform Peretz, which successfully maintained its share at 2% during the third quarter. We are currently reviewing several options for the future development of the Peretz brand, including its continuation in certain media channels.

 

CTC Love launched several new shows and continues setting new highs. Its share among its target audiences (11-34 year-olds) reached 1.2% in the third quarter, an outstanding achievement that exceeded our expectations. This channel has been a part of the TNS measurement panel since September 2014, and we have been monetizing it by audience share. Our decision to sell advertising by GRP on this channel proved to be appropriate, allowing the channel to generate over 100 million RUB in advertising revenues in the third quarter.

 

Our digital & transmedia segment has also increased revenue in the first nine months of the year. We remain a trendsetter for industry standards in this space. For example, we launched Europe’s first channel-wide second screen in September. This mobile satellite app that supports all CTC programming has attracted strong advertiser interest, as have other digital products. Despite a challenging environment, we continue to expect strong revenue growth in this area.

 

In the third quarter we faced an increase in expenses at the company level, driven only by non-organic factors, first of all the transaction expenses related to the proposed deal with UTV-Management as well as multiplex-related expenses. The company also incurred additional expenses in connection with the CTC Love channel, which were more than justified by the channel’s excellent performance - it contributed 2% to CTC Media’s overall revenue in the third quarter of this year. As previously announced, in 2015, all media companies experienced increased payroll taxes as the result of changes in Russian tax legislation.

 

Our management team works hard on cost management. For example, CTC Media successfully negotiated a new agreement with RTRS that saved us 390 million RUB this year.

 

The economy of Kazakhstan experienced serious deterioration, with the national currency losing significant value in the third quarter, which undermined the results of Channel 31. In the third quarter and first nine months of the year, the value of the Kazakh tenge depreciated against the U.S. dollar by 31% and 33%, respectively, and was on average 16% and 9% lower than the average value of the Kazakh tenge as compared to the same periods in the previous year. Changes in the programming schedule and other actions promptly taken by the management team have, however, partially offset the negative impact from the devaluation.”

 

3



 

Operating Review

 

 

 

Three Months

 

 

 

Three Months

 

 

 

(RUB in million, US$ in million

 

Ended September 30,

 

 

 

Ended September 30,

 

 

 

except per share data)

 

2014

 

2015

 

Change

 

2014

 

2015

 

Change

 

 

 

Rubles

 

 

 

US Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating revenues

 

5 785.1

 

4 926.7

 

(15

)%

$

158.6

 

$

77.2

 

(51

)%

Including:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising revenues

 

5 692.7

 

4 774.1

 

(16

)%

156.0

 

74.8

 

(52

)%

Total operating expenses

 

(4 148,8

)

(4 579.6

)

10

%

(114.3

)

(72.5

)

(37

)%

OIBDA(1)

 

1 866.6

 

569.7

 

(69

)%

50.6

 

8.3

 

(84

)%

OIBDA margin(2)

 

32.3

%

11.6

%

(20.7

)pp

31.9

%

10.8

%

(21.2

)pp

Net income attributable to CTC Media, Inc. stockholders

 

1 153.2

 

2 747.9

 

138

%

31.6

 

44.2

 

40

%

Fully diluted earnings per share

 

nm

 

nm

 

 

 

$

0.2

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months

 

 

 

Nine Months

 

 

 

(RUB in million, US$ in million

 

Ended September 30,

 

 

 

Ended September 30,

 

 

 

except per share data)

 

2014

 

2015

 

Change

 

2014

 

2015

 

Change

 

 

 

Rubles

 

 

 

US Dollars

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating revenues

 

18 792.5

 

14 692.9

 

(22

)%

529.1

 

248.7

 

(53

)%

Including:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising revenues

 

18 578.0

 

14 306.1

 

(23

)%

523.1

 

242.1

 

(54

)%

Total operating expenses

 

(14 085.6

)

(13 701.8

)

(3

)%

(398.1

)

(232.6

)

(42

)%

OIBDA(1)

 

5 449.0

 

1 647.5

 

(70

)%

152.0

 

27.3

 

(82

)%

OIBDA margin(2)

 

29.0

%

11.2

%

(17.8

)pp

28.7

%

11.0

%

(17.7

)pp

Net income attributable to CTC Media, Inc. stockholders

 

3 213.9

 

3 501.0

 

9

%

89.5

 

57.3

 

(36

)%

Fully diluted earnings per share

 

nm

 

nm

 

 

 

$

0.57

 

$

0.37

 

 

 

 


(1) (2) OIBDA is defined as operating income before depreciation and amortization. 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.

 

4



 

Share of Viewing

 

 

 

Q3 2014

 

9M 2014

 

Q3 2015

 

9M 2015

 

 

 

 

 

 

 

 

 

 

 

CTC Channel (all 10-45)

 

10.3

 

10.4

 

8.7

 

8.1

 

Domashny Channel (females 25-59)

 

3.7

 

3.4

 

3.6

 

3.6

 

Peretz Channel (all 25-49)

 

2.1

 

2.1

 

2.0

 

2.0

 

Channel 31 (all 6-54)

 

14.9

 

13.4

 

12.4

 

13.3

 

CTC Love (all 11-34)*

 

 

 

 

 

1.2

 

1.0

 

 


* CTC Love started to be measured by TNS Russia from September 2014

 

Our Russian channels’ target audience shares were affected by overall audience fragmentation and increased competition. All larger national free-to-air TV channels in Russia were negatively impacted by increased competition from smaller non-free-to-air and niche TV channel viewership in the “All 4+” category, which increased from 17.2 % in 2013 to 18.4 % in 2014 and 21.0 % in the nine months ended on September 30, 2015.

 

CTC channel’s average target audience share among 10 to 45 year-old viewers decreased year-on-year in the third quarter of 2015 from 10.3 % to 8.7% and from 10.4% to 8.1% when comparing the nine-month period under review. The audience share of CTC was affected by audience fragmentation, related to the launch of “must-carry” which took place in August, governing cable and satellite operators re-broadcasting channels included in the first and second multiplexes, which seriously increased competition for CTC from other channels.

 

Domashny channel’s target audience share among 25-59 year-old female viewers was 3.7 % and 3.6% in the third quarter of 2014 and 2015, respectively, and increased from 3.4 % to 3.6% when comparing the nine-month period under review. While partially offset by audience fragmentation and competition from other channels, this growth was reflective of qualitative structural changes in the programming line-up following the channel’s restyling efforts, and the success of daytime and weekend content. The Domashny channel continues to grow its core female audience segment and enhance the commercial attractiveness of its demographic profile.

 

Peretz channel’s target audience share among 25 to 49 year-old viewers was 2.0 % in the third quarter of 2015 and in the nine months ending on September 30, 2015. The audience share of Peretz was adversely affected by the impact of the “must-carry” provisions of new legislation governing cable and satellite operators re-broadcasting channels included in the first and second multiplexes, from which Peretz didn’t benefit. Effective November 2015, as a result of the Company’s strategic review of the channel’s positioning towards target audiences and advertisers, the company will launch Che, a brand new channel that will use the frequency band currently used by Peretz. The rebranding will be accompanied by changes in the programming lineup, including the launches of new formats.

 

Channel 31’s target audience share among 6 to 54 year-old viewers decreased year-on-year in the third quarter of 2015 from 14.9 % to 12.4 % and decreased from 13.4 % to 13.3 % when comparing the nine-month periods under review. Drop of the audience share was related to the decrease of programming budget as a response to significant deterioration of the Kazakh ad market. The decline also reflects increased audience fragmentation and competition from other channels.

 

CTC Love, a young entertainment channel in Russia with a core audience of ages 11-34, which was launched in April 2014 on cable and satellite networks and free-to-air in January 2015, has been part of the TNS ratings database since September 2014. The audience share of CTC Love among its target demographic (all 11-34) was 1.2% in the third quarter of 2015. The channel’s technical penetration is approximately 61.6%.

 

5



 

Revenues

 

 

 

Three Months
Ended September 30,

 

 

 

Three Months
Ended September 30,

 

 

 

(RUB in million, US$ in million)

 

2014

 

2015

 

Change

 

2014

 

2015

 

Change

 

 

 

Rubles

 

 

 

Dollars

 

 

 

Operating revenues by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

CTC Channel

 

3 982.4

 

3 197.4

 

(20

)%

$

109.1

 

$

50.0

 

(54

)%

Domashny Channel

 

952.2

 

769.2

 

(19

)%

26.1

 

12.1

 

(54

)%

Peretz Channel

 

550.3

 

470.9

 

(14

)%

15.1

 

7.4

 

(51

)%

Channel 31*

 

953.2

 

790.2

 

(17

)%

5.2

 

3.6

 

(32

)%

All Other

 

109.3

 

263.9

 

141

%

3.0

 

4.1

 

39

%

Total operating revenues

 

5 785.1

 

4 926.7

 

(15

)%

$

158.6

 

$

77.2

 

(51

)%

 


*in Kazakh tenge

 

 

 

Nine Months
Ended September 30,

 

 

 

Nine Months
Ended September 30,

 

 

 

(RUB in million, US$ in million)

 

2014

 

2015

 

Change

 

2014

 

2015

 

Change

 

 

 

Rubles

 

 

 

Dollars

 

 

 

Operating revenues by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

CTC Channel

 

13 291.5

 

9 427.9

 

(29

)%

$

374.3

 

$

159.3

 

(57

)%

Domashny Channel

 

2 915.2

 

2 458.4

 

(16

)%

82.1

 

41.7

 

(49

)%

Peretz Channel

 

1 807.1

 

1 419.0

 

(21

)%

51.0

 

24.1

 

(53

)%

Channel 31*

 

2 474.2

 

2 399.8

 

(3

)%

13.8

 

12.2

 

(11

)%

All Other

 

287.6

 

672.5

 

134

%

8.1

 

11.4

 

40

%

Total operating revenues

 

18 792.5

 

14 692.9

 

(22

)%

$

529.1

 

$

248.7

 

(53

)%

 


*in Kazakh tenge

 

CTC channel’s revenues decreased by 20% and 29% in ruble terms when comparing the three- and nine-month periods under review, respectively, largely due to the channel’s 16 % and 22 % decreases in target audience share, as well as the Russian television advertising market’s estimated 13% and 19% contraction during those periods. This was partially offset by our ability to command favorable advertising prices for our target audience and by an increase in sponsorship revenues due to a higher volume of locally produced content that is attractive for sponsorship projects. The decrease in target audience share over the periods under review was primarily due to increased competition from other channels and audience fragmentation.

 

Domashny channel’s revenues decreased by 19% and 16% in ruble terms when comparing the three- and nine-month periods under review, respectively, largely due to Russian television advertising market’s estimated 13 % and 19% contraction during those periods and a 4% decrease in target audience share in the three-month periods under review, which was mainly the result of audience fragmentation and increased competition from other channels in connection with the early start of the new fall season. When comparing the nine-month periods under review, the target audience share increased by 6%, reflecting changes in the programming schedule and the success of daytime and primetime programming in the first half of 2015. The Domashny channel continues to strengthen its demographic profile and grow its core female audience segment.

 

Peretz channel’s revenues decreased by 14% and 21% in ruble terms when comparing the three- and nine-month periods under review, respectively, largely reflecting the estimated decrease in the overall Russian television advertising market of 13 % and 19% in ruble terms during the two periods under review, respectively, and the decrease in target audience share by 3 % and 4%, respectively, reflecting

 

6



 

increased competition from other channels, partially offset by reflecting structural changes in the programming schedule and the success of content in primetime and daytime slots in the nine-month period under review.

 

Channel 31’s revenues decreased by 17% and 3% in Kazakh tenge when comparing the three- and nine-month periods under review, principally due to a 17% and 1% decrease in target audience share as a result of increased competition from smaller niche and non-free- to-air channels as the result of strengthening of the Kazakh law on local-language programming in two periods under review, respectively, and due to 11% and 4% decrease in the estimated overall television advertising market in Kazakhstan in three- and nine- month periods under review, which was partially offset by our ability to command favorable advertising prices for our target audience in three-months period under review.

 

All other revenues in the third quarter of 2015 represent revenues of RUR 102.3 million from CTC Love, revenues of RUR 93.2 million from CTC-International and revenues of RUR 68.2 million from our digital media businesses.

 

Expenses

 

 

 

Three Months

 

 

 

Three Months

 

 

 

(RUB in million, US$ in million

 

Ended September 30,

 

 

 

Ended September 30,

 

 

 

except per share data)

 

2014

 

2015

 

Change

 

2014

 

2015

 

Change

 

 

 

Rubles

 

 

 

US Dollars

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct operating expenses

 

(367.8

)

(486.9

)

32

%

(10.1

)

(7.7

)

(24

)%

Selling, general & administrative expenses

 

(1 231.4

)

(1 415.9

)

15

%

(33.8

)

(22.1

)

(35

)%

Programming expenses

 

(2 296.1

)

(2 450.9

)

7

%

(63.4

)

(39.0

)

(38

)%

Stock-based compensation expense

 

(23.2

)

(3.3

)

(86

)%

(0.6

)

(0.1

)

(92

)%

Depreciation & amortization

 

(230.3

)

(222.6

)

(3

)%

(6.4

)

(3.6

)

(44

)%

Total operating expenses

 

(4 148.8

)

(4 579.6

)

10

%

(114.3

)

(72.5

)

(37

)%

 

 

 

Nine Months

 

 

 

Nine Months

 

 

 

(RUB in million, US$ in million

 

Ended September 30,

 

 

 

Ended September 30,

 

 

 

except per share data)

 

2014

 

2015

 

Change

 

2014

 

2015

 

Change

 

 

 

Rubles

 

 

 

US Dollars

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct operating expenses

 

(1 228.4

)

(1 425.2

)

16

%

(34.7

)

(24.2

)

(30

)%

Selling, general & administrative expenses

 

(4 057.4

)

(3 994.2

)

(2

)%

(114.4

)

(67.5

)

(41

)%

Programming expenses

 

(8 043.3

)

(7 566.8

)

(6

)%

(227.6

)

(128.7

)

(43

)%

Stock-based compensation expense

 

(14.3

)

(59.2

)

313

%

(0.4

)

(1.0

)

159

%

Depreciation & amortization

 

(742.1

)

(656.4

)

(12

)%

(21.0

)

(11.2

)

(47

)%

Total operating expenses

 

(14 085.6

)

(13 701.8

)

(3

)%

(398.1

)

(232.6

)

(42

)%

 

Our total operating expenses increased by 10% in ruble terms when comparing the three-month periods under review, primarily due to more expensive programming (discussed below) and increased legal and consulting expenses in connection with our response to the amendment to the Russian Mass Media Law

 

7



 

and the proposed transaction with UTH. During the nine-month period our total operating expenses decreased by 3% in ruble terms, reflecting a more efficient programming grid at our Russian channels to address current market conditions.

 

Direct operating expenses increased by 32% and 16% in ruble terms when comparing the three- and nine-month periods under review, largely reflecting increased digital transmission expenses in connection with the roll-out plan of the second multiplex and growth of transmission costs for our new channel CTC Love launched in the second half of 2014, and increase in salaries and benefits costs, mainly reflecting increased payroll taxes starting from 2015 as the result of changes in Russian tax legislation.

 

Selling, general and administrative expenses increased by 15% in ruble terms when comparing the three-month periods under review, reflecting increased legal and consulting expenses in connection with our response to the amendment to the Russian Mass Media Law, and decreased by 2% year-on-year primarily due to decreases in compensation payable to Video International, due to declined national advertising revenues at our Russian channels.

 

Programming expenses increased by 7% in ruble terms when comparing the three-month periods under review, reflecting more expensive programming mix at CTC channel in response to increased competition from other channels with an early start of new fall season. This increase was partially offset by lower spending at Peretz Channel. When comparing the nine-month periods under review, the programming expenses decreased by 6% in ruble terms, reflecting the effective programming grid in day-time slots to address reduction in revenue. Considering the fact that the acquired content composes around 50% of the CTC channel grid, the effective decrease of programming expenses is higher, considering the forex effect.

 

Stock-based compensation expenses increased by $0.6 million in the nine-month periods under review, primarily due to the recognition of stock-based compensation benefit in the first quarter of 2014, reflecting re-measurement of the equity-based cash incentive awards granted to employees under our 2009 Stock Incentive Plan at their fair value as of the reporting date.

 

In the three-and nine months ended September 30, 2015, our income tax position was significantly affected by the one-off recognition of $40.2 million of deferred tax benefit resulting from the remeasurement of the Company’s deferred tax liability in respect of unremitted earnings of its Russian subsidiaries, that was triggered by a change in our expectations for the US tax position due to expected sale transaction outlined in the Framework Agreement with UTH.

 

Net income attributable to CTC Media, Inc. stockholders was 2,747.9 RUB million ($44 million) in the third quarter (Q3 2014: RUB 1,153.2 million or $31.6 million).

 

Cash Flow

 

The Company’s net cash flows from operating activities decreased by $54.0 million, totaling $0.9 million for the nine months ended September 30, 2015 (9m 2014: $55.0 million), primarily reflecting the lower cash receipts from advertising sales, and, to a lesser extent, the effect of the depreciation of the Russian ruble against the US dollar, partially offset by lower spending on the acquisition of programming.

 

Net cash provided by investing activities totaled $82.9 million for the nine months ended September 30, 2015 (9m 2014: $33.1 million) and mainly represented net receipts from cash deposits of $85.6 million.

 

Net cash used in financing activities amounted to $30.4 million for the nine months ended September 30, 2015 (9m 2014: $87.0 million) and primarily reflected the payment of $20.4 million in cash dividends to the Company’s stockholders and $6.9 million increase in other non-current assets, which represent

 

8



 

dividends payable to one of our stockholders that were blocked pursuant to US sanctions imposed on Bank Rossiya.

 

The Company’s cash and cash equivalents, short-term investments and loan balance amounted to $100.3 million as of September 30, 2015, compared to $139.4 million at the end of the fourth quarter of 2014.

 

Dividends

 

In light of current circumstances, the Board has decided not to declare a dividend to be paid in the fourth quarter of 2015.

 

Update on the Mass Media Law and Proposed Corporate Transactions

 

As previously announced, an amendment to the Russian Mass Media Law adopted in October 2014 will generally limit the aggregate foreign (non-Russian) beneficial ownership or control, direct or indirect, of Russian mass media, including television broadcasters, to no more than 20%. No amendments to or waivers from the Mass Media Law have been approved to date and therefore all mass media, including CTC Media’s Russian broadcasting businesses, will be required to comply with these ownership and control limitations by January 1, 2016 (subject to a one-year grace period for offshore intermediate holding structures ultimately owned and controlled by Russian individuals or companies). The adoption of the Mass Media Law creates significant uncertainty for CTC Media and its stockholders.

 

On July 6, 2015, we announced the receipt of a formal, non-binding offer from UTH Russia, a privately held Russian commercial television broadcasting group, for the purchase of a 75% interest in our Russian and Kazakhstan business operations. On September 24, 2015, we entered into a Framework Agreement with UTV-Management LLC, an affiliate of UTH Russia (together, “UTH”). Pursuant to the agreement, UTH would acquire a 75% interest in CTC Investments, our wholly owned subsidiary that holds all of CTC Media’s operating businesses for approximately $200.5 million in cash, subject to agreed holdbacks and adjustments. The agreement was approved by all members of the Board of Directors of the Company (except for those members originally designated by Telcrest Investments Ltd. who recused themselves pursuant to the Company’s Economic Sanctions Compliance Policy), taking into consideration the recommendation of the Special Committee of independent directors that was established to undertake a review of the proposed transaction with UTH and the Company’s strategic alternatives. The transaction is being undertaken to ensure compliance with the foreign ownership restrictions imposed by Russia’s new Mass Media Law, while maximizing the potential return to the Company’s stockholders.

 

The purchase price will be net of any shortfall in cash flow from operating and investing activities during the second half of 2015 compared with an agreed target for this period, and is subject to adjustment in connection with certain defined indemnification obligations. In addition, prior to the closing, the Company will receive all existing cash in the operating businesses, in excess of $15 million, which is to be retained for working capital after the closing of the transaction. The Company currently expects that the amount of available cash from the operating businesses will be approximately $55 million. Based on management’s current forecast for operating performance through the remainder of 2015, the Company currently anticipates that the potential shortfall in cash flow from operating and investing activities during the second half of 2015 compared with the agreed target may result in a downwards adjustment of the purchase price payable by UTH in the low-to-mid single-digit million dollar range.  The actual result may be higher or lower than this estimate depending on the actual performance of the business in the remainder of the year, which will depend significantly on macroeconomic and market developments.

 

9



 

In addition, in order to ensure that the ownership structure of the operating business fully meets the 80% ownership requirement of the Mass Media Law by the stated deadlines, the Company has agreed to approve the issuance to UTH or its affiliate of an additional participation interest in CTC Investments, which would result in UTH holding an 80% interest in CTC Investments Media’s business following the closing of the transaction, to ensure compliance with the foreign ownership restrictions of the Mass Media Law. Such additional participation interests would be issued to UTH or its affiliate by CTC Investments in consideration of a promissory note.

 

The transaction is subject to customary closing conditions, including regulatory approvals and the approval of the Company’s stockholders by a simple majority of the outstanding shares of the Company’s common stock at a special meeting. The shares of the Company’s common stock held by Telcrest, the holder of approximately 25% of the shares of the Company’s common stock, are currently blocked pursuant to U.S. economic sanctions and as such Telcrest would not be permitted to vote at the special meeting.

 

The Board of Directors has also proposed a subsequent transaction, to be consummated following the closing of the sale to UTH, pursuant to which a new wholly owned subsidiary of the Company would merge with and into the Company. Upon the consummation of the merger, each holder of the Company’s common stock as of the effective time of the merger, other than shares of common stock held by stockholders who have properly demanded appraisal rights under the Delaware General Corporate Law (DGCL) with respect to such shares, if any, and shares of common stock owned by the Telcrest or by the Company or any of its direct or indirect wholly owned subsidiaries, becoming entitled to receive the merger consideration. The shares of common stock held by Telcrest would remain outstanding, and Telcrest would become our sole stockholder. Following the merger, the Company’s common stock would cease to be publicly-traded. Such merger transaction is subject to the receipt of a license from the Office of Foreign Assets Control (“OFAC”) of the U.S. Treasury Department. If the merger is completed, our public stockholders and MTG will not own any shares of the capital stock of the surviving corporation. Assuming timely satisfaction of necessary closing conditions, including receipt of a license from OFAC, the Company anticipates that the merger will be completed in the first quarter of calendar year 2016, if at all.

 

If the Company is not able to close the proposed transaction with UTH, or if its stockholders do not approve such transaction, the Company may not be able to consummate an alternative sale transaction, or implement an alternative restructuring approach, before the end of 2015, and may therefore not achieve compliance with the foreign ownership and control restrictions of the Russian Mass Media Law by the stated deadline. Such failure would materially adversely affect the Company’s business and the market value of its common stock.

 

As previously announced, the Board of Directors and its committees have undertaken an exhaustive process since the introduction of the Mass Media Law in the second half of 2014 to identify alternatives that would allow the Company to achieve compliance with the law while best safeguarding the interests of the Company’s stockholders. The Board has concluded that the only viable option is a divestment transaction. The Company and its financial advisors undertook a comprehensive formal auction process and subsequent one-on-one discussions with potentially interested buyers. The only offer received to date has been from UTH.

 

Additional Information and Where to Find It

 

In connection with the proposed sale transaction, CTC Media will mail a proxy statement to its stockholders.  CTC Media urges investors, stockholders and other interested persons to read, when available, the proxy statement, as well as other documents filed with the SEC, because these documents will contain important information.

 

The definitive proxy statement will be mailed to stockholders of CTC Media as of a record date to be established for voting on the transactions described in above. CTC Media’s stockholders will also be

 

10



 

able to obtain a copy of such documents, without charge, by directing a request to: ir@ctcmedia.ru.  These documents, once available, can also be obtained, without charge, at the Securities and Exchange Commission’s web site (http://www.sec.gov).

 

Participants in Solicitation

 

Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transactions will be set forth in the proxy statement when it is filed with the SEC.

 

Non-Solicitation

 

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CTC Media.

 

2015 Outlook

 

The Company continues to have limited visibility regarding 2015 and therefore will not provide full-year revenue and profit outlook at this time.

 

Conference Call

 

The Company will host a conference call to discuss its third quarter and nine months ended September 30, 2015 financial results today, Monday, November 09, 2015 at 09:00 a.m. EST / 2:00 p.m. UK / 5:00 p.m. Moscow time. To access the conference call, please dial:

 

US/International:

+1 646 254 3388

UK/International:

+44 (0) 20 3427 1902

Russia:

+7 (8) 495 213 0977

Confirmation Code:

7599431

 

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 two weeks.

 

About CTC Media, Inc.

 

CTC Media is the leading Russian independent media company. The group manages four television channels in Russia — CTC, Domashny, Peretz and CTC Love — as well as Channel 31 in Kazakhstan. The international version of CTC Channel is available in North America, Europe, Central Asia, Armenia, Georgia, Azerbaijan, the Middle East and Kyrgyzstan. The international version of Peretz is available in Belarus in Kyrgyzstan as well. CTC Media also owns several digital entertainment media assets including videomore.ru, domashniy.ru, ctc.ru, peretz.ru and CarambaTV. CTC Media is traded on NASDAQ under the symbol CTCM.

 

***

 

11



 

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

 

CTC Media, Inc.

 

Investor Relations

 

+7 495 981 0740
ir@ctcmedia.ru

 

Media Relations

 

+7 (495) 785 63 47 ext. 4352

+ 7 (985) 763 00 85

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. 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.

 

12



 

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 the Company’s potential sale of a controlling interest in its operating companies to UTH; the impact of amendments to the Russian law “On Mass Media” and the Company’s potential actions in response to this change in law; the proposed merger transaction to be consummated following the sale to UTH; developments in the macroeconomic environment, including the impact of international economic sanctions; developments in the Company’s market; and the Company’s estimates for the development of the overall Russian TV advertising market and of its revenues, expenses and audience shares in 2015. 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 or implied by forward-looking statements include, among others, risks associated with the Company’s ability to close the proposed transaction with UTH Russia, including obtaining required stockholder and regulatory approvals; the impact of amendments to the Russian law “On Mass Media” and the success of the Company’s efforts to respond to this law; geopolitical events involving Russia and the other countries in which the Company operates, including any potential negative economic impact of such events; depreciation of the value of the Russian ruble compared to the US dollar; the effect of international economic sanctions; changes in the size of the Russian television advertising market compared with current estimates of anticipated market; the Company’s ability to deliver audience share, particularly in primetime, to its advertisers; the continued successful operation of the Company’s own internal sales house structure; and free-to-air television remaining a significant advertising forum in Russia. 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 March 5, 2015, 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.

 

13



 

CTC MEDIA, INC. AND SUBSIDIARIES

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

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

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

2014

 

2015

 

2014

 

2015

 

REVENUES:

 

 

 

 

 

 

 

 

 

Advertising

 

$

156,022

 

$

74,841

 

$

523,080

 

$

242,135

 

Sublicensing revenue and other revenues

 

2,545

 

2,405

 

6,046

 

6,528

 

Total operating revenues

 

158,567

 

77,246

 

529,126

 

248,663

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Direct operating expenses (exclusive of programming expenses, shown below; exclusive of depreciation and amortization of $5,542 and $3,094 for the three months and $18,157 and $9,677 for the nine months ended September 30, 2014 and 2015, respectively; and exclusive of stock-based compensation expense (benefit) of $(11) and $(124) for the three months and $(787) and $188 for the nine months ended September 30, 2014 and 2015, respectively)

 

(10,131

)

(7,739

)

(34,743

)

(24,203

)

Selling, general and administrative (exclusive of depreciation and amortization of $827 and $451 for the three months and $2,864 and $1,476 for the nine months ended September 30, 2014 and 2015, respectively; and exclusive of stock- based compensation expense of $652 and $177 for the three months and $1,173 and $811 for the nine months ended September 30, 2014 and 2015, respectively)

 

(33,816

)

(22,111

)

(114,376

)

(67,470

)

Stock-based compensation (expense) benefit

 

(641

)

(53

)

(386

)

(999

)

Programming expenses

 

(63,350

)

(39,042

)

(227,581

)

(128,739

)

Depreciation and amortization

 

(6,369

)

(3,545

)

(21,021

)

(11,153

)

Total operating expenses

 

(114,307

)

(72,490

)

(398,107

)

(232,564

)

OPERATING INCOME

 

44,260

 

4,756

 

131,019

 

16,099

 

FOREIGN CURRENCY GAINS (LOSSES)

 

1,159

 

1,445

 

(3,546

)

1,817

 

INTEREST INCOME

 

2,356

 

922

 

8,698

 

4,311

 

INTEREST EXPENSE

 

(131

)

(5

)

(395

)

(187

)

OTHER NON-OPERATING (LOSS) INCOME, net

 

(179

)

71

 

(771

)

(177

)

EQUITY IN (LOSS) INCOME OF INVESTEE COMPANIES

 

244

 

8

 

(425

)

(20

)

Income before income tax

 

47,709

 

7,197

 

134,580

 

21,843

 

INCOME TAX EXPENSE

 

(14,724

)

37,290

 

(41,906

)

36,262

 

CONSOLIDATED NET INCOME

 

$

32,985

 

$

44,487

 

$

92,674

 

$

58,105

 

LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

$

(1,390

)

$

(327

)

$

(3,202

)

$

(832

)

NET INCOME ATTRIBUTABLE TO CTC MEDIA, INC. STOCKHOLDERS

 

$

31,595

 

$

44,160

 

$

89,472

 

$

57,273

 

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

 

$

0.20

 

$

0.28

 

$

0.57

 

$

0.37

 

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

 

$

0.20

 

$

0.28

 

$

0.57

 

$

0.37

 

Weighted average common shares outstanding—basic

 

155,762,166

 

156,103,854

 

155,742,190

 

155,996,870

 

Weighted average common shares outstanding—diluted

 

156,125,495

 

156,103,871

 

155,970,240

 

156,109,659

 

Dividends declared per share

 

$

0.18

 

$

 

$

0.53

 

$

0.17

 

 

14



 

CTC MEDIA, INC. AND SUBSIDIARIES

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

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

 

 

 

December 31,
2014

 

September 30,
2015

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents (Note 4)

 

$

37,836

 

$

84,039

 

Short-term investments (Note 4)

 

103,800

 

17,200

 

Trade accounts receivable, net of allowance for doubtful accounts (December 31, 2014—$1,297; September 30, 2015—$1,991)

 

25,738

 

16,125

 

Taxes reclaimable

 

14,544

 

12,533

 

Prepayments

 

42,798

 

28,719

 

Programming rights, net (Note 5)

 

112,793

 

90,303

 

Deferred tax assets

 

20,307

 

14,469

 

Other current assets

 

262

 

1,111

 

TOTAL CURRENT ASSETS

 

358,078

 

264,499

 

PROPERTY AND EQUIPMENT, net

 

18,520

 

13,461

 

INTANGIBLE ASSETS, net:

 

 

 

 

 

Broadcasting licenses

 

28,366

 

19,909

 

Cable network connections

 

11,345

 

7,880

 

Trade names

 

3,510

 

2,981

 

Other intangible assets

 

2,762

 

2,621

 

Net intangible assets

 

45,983

 

33,391

 

GOODWILL

 

53,627

 

45,563

 

PROGRAMMING RIGHTS, net (Note 5)

 

72,446

 

76,403

 

INVESTMENTS IN AND ADVANCES TO INVESTEES

 

3,167

 

2,152

 

PREPAYMENTS

 

13,719

 

18,340

 

DEFERRED TAX ASSETS

 

8,526

 

6,518

 

OTHER NON-CURRENT ASSETS (Note 4)

 

34,987

 

41,873

 

TOTAL ASSETS

 

$

609,053

 

$

502,200

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Bank loans

 

2,192

 

950

 

Accounts payable

 

56,670

 

49,038

 

Accrued liabilities

 

17,044

 

11,716

 

Dividends blocked under sanctions (Note 4 and 6)

 

27,684

 

34,605

 

Taxes payable

 

15,632

 

3,415

 

Deferred revenue

 

6,652

 

3,754

 

Deferred tax liabilities

 

58,827

 

5,950

 

TOTAL CURRENT LIABILITIES

 

184,701

 

109,428

 

DEFERRED TAX LIABILITIES

 

6,910

 

4,157

 

COMMITMENTS AND CONTINGENCIES (Note 9)

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 6):

 

 

 

 

 

Common stock ($0.01 par value; shares authorized 175,772,173; shares issued December 31, 2014 and September 30, 2015—158,210,719)

 

1,582

 

1,582

 

Additional paid-in capital

 

496,905

 

414,744

 

Retained earnings

 

385,643

 

374,546

 

Accumulated other comprehensive loss

 

(444,591

)

(501,271

)

Less: Common stock held in treasury, at cost (December 31, 2014—2,448,553; September 30, 2015—2,106,865 shares)

 

(29,115

)

(25,052

)

Non-controlling interest

 

7,018

 

3,870

 

TOTAL STOCKHOLDERS’ EQUITY

 

417,442

 

388,615

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

609,053

 

$

502,200

 

 

15



 

CTC MEDIA, INC. AND SUBSIDIARIES

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(in thousands of US dollars)

 

 

 

Nine months ended
September 30,

 

 

 

2014

 

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Consolidated net income

 

$

92,674

 

$

58,105

 

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

 

 

 

 

 

Deferred tax expense (benefit)

 

11,631

 

(45,384

)

Depreciation and amortization

 

21,021

 

11,153

 

Programming expenses

 

227,581

 

128,739

 

Stock based compensation expense

 

386

 

999

 

Equity in loss of unconsolidated investees

 

425

 

20

 

Foreign currency losses (gains)

 

3,546

 

(1,817

)

Changes in provision for tax contingencies

 

(1,084

)

(3,309

)

Changes in provision for doubtful accounts

 

207

 

1,546

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade accounts receivable

 

12,775

 

6,328

 

Prepayments

 

(6,799

)

(4,131

)

Other assets

 

(8,779

)

2,792

 

Accounts payable and accrued liabilities

 

(9,178

)

3,469

 

Deferred revenue

 

(1,190

)

1,111

 

Other liabilities

 

(15,057

)

(10,860

)

Payments for multiplex

 

 

(1,756

)

Acquisition of programming and sublicensing rights

 

(273,182

)

(146,070

)

Net cash provided by operating activities

 

54,977

 

935

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Acquisitions of property and equipment and intangible assets

 

(3,793

)

(3,428

)

Proceeds from sale of property and equipment

 

 

704

 

Receipts from deposits, net

 

36,936

 

85,574

 

Net cash provided by investing activities

 

33,143

 

82,850

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Settlement of loan

 

(628

)

(1,242

)

Increase in other non-current assets (Note 4)

 

(20,763

)

(6,921

)

Dividends paid to stockholders

 

(61,003

)

(20,350

)

Dividends paid to noncontrolling interest

 

(4,591

)

(1,922

)

Net cash used in financing activities

 

(86,985

)

(30,435

)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

(1,872

)

(7,147

)

Net increase in cash and cash equivalents

 

(737

)

46,203

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

30,574

 

37,836

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

29,837

 

$

84,039

 

 

16



 

CTC MEDIA, INC. AND SUBSIDIARIES

UNAUDITED SEGMENT FINANCIAL INFORMATION

(in thousands of US dollars)

 

 

 

Three months ended September 30, 2014

 

 

 

Operating revenue
from external
customers

 

Intersegment
revenues

 

Advertising
revenue from
external
customers

 

Operating
income/
(loss)

 

Depreciation and
amortization

 

Programming
expenses

 

OIBDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CTC Channel

 

$

109,140

 

$

333

 

$

107,946

 

$

38,930

 

$

(1,648

)

$

(43,247

)

$

40,578

 

Domashny Channel

 

26,100

 

27

 

25,992

 

7,978

 

(1,269

)

(10,326

)

9,247

 

Peretz Channel

 

15,108

 

2

 

15,107

 

125

 

(2,108

)

(7,394

)

2,233

 

31 Channel

 

5,226

 

21

 

4,970

 

1,185

 

(620

)

(2,213

)

1,805

 

All other

 

2,993

 

21

 

2,007

 

(3,958

)

(724

)

(170

)

(3,234

)

Business segment results

 

$

158,567

 

$

404

 

$

156,022

 

$

44,260

 

$

(6,369

)

$

(63,350

)

$

50,629

 

Eliminations

 

 

(404

)

 

 

 

 

 

Consolidated results

 

$

158,567

 

$

 

$

156,022

 

$

44,260

 

$

(6,369

)

$

(63,350

)

$

50,629

 

 

17



 

CTC MEDIA, INC. AND SUBSIDIARIES

UNAUDITED SEGMENT FINANCIAL INFORMATION (CONTINUED)

(in thousands of US dollars)

 

 

 

Three months ended September 30, 2015

 

 

 

Operating revenue
from external
customers

 

Intersegment
revenues

 

Advertising
revenue from
external
customers

 

Operating
income/
(loss)

 

Depreciation and
amortization

 

Programming
expenses

 

OIBDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CTC Channel

 

$

50,048

 

$

119

 

$

49,801

 

$

6,316

 

$

(860

)

$

(27,736

)

$

7,176

 

Domashny Channel

 

12,071

 

20

 

11,975

 

995

 

(718

)

(6,060

)

1,713

 

Peretz Channel

 

7,425

 

1

 

7,172

 

222

 

(690

)

(3,309

)

912

 

31 Channel

 

3,553

 

 

3,340

 

103

 

(816

)

(1,762

)

919

 

All other

 

4,149

 

17

 

2,553

 

(2,880

)

(461

)

(175

)

(2,419

)

Business segment results

 

$

77,246

 

$

157

 

$

74,841

 

$

4,756

 

$

(3,545

)

$

(39,042

)

$

8,301

 

Eliminations

 

 

(157

)

 

 

 

 

 

Consolidated results

 

$

77,246

 

$

 

$

74,841

 

$

4,756

 

$

(3,545

)

$

(39,042

)

$

8,301

 

 

18



 

CTC MEDIA, INC. AND SUBSIDIARIES

UNAUDITED SEGMENT FINANCIAL INFORMATION (CONTINUED)

(in thousands of US dollars)

 

 

 

Nine months ended September 30, 2014

 

 

 

Operating
revenue from
external
customers

 

Intersegment
revenues

 

Advertising
revenue from
external
customers

 

Operating
income/
(loss)

 

Depreciation
and
amortization

 

Programming
expenses

 

OIBDA

 

CTC Channel

 

$

374,257

 

$

991

 

$

372,451

 

$

117,177

 

$

(5,730

)

$

(163,415

)

$

122,907

 

Domashny Channel

 

82,051

 

81

 

81,641

 

19,823

 

(4,569

)

(34,405

)

24,392

 

Peretz Channel

 

50,966

 

6

 

50,778

 

2,479

 

(7,120

)

(22,670

)

9,599

 

31 Channel

 

13,761

 

67

 

13,092

 

1,673

 

(1,898

)

(6,713

)

3,571

 

All other

 

8,091

 

66

 

5,118

 

(10,133

)

(1,704

)

(378

)

(8,429

)

Business segment results

 

$

529,126

 

$

1,211

 

$

523,080

 

$

131,019

 

$

(21,021

)

$

(227,581

)

$

152,040

 

Eliminations

 

 

(1,211

)

 

 

 

 

 

Consolidated results

 

$

529,126

 

$

 

$

523,080

 

$

131,019

 

$

(21,021

)

$

(227,581

)

$

152,040

 

 

19



 

CTC MEDIA, INC. AND SUBSIDIARIES

UNAUDITED SEGMENT FINANCIAL INFORMATION (CONTINUED)

(in thousands of US dollars)

 

 

 

Nine months ended September 30, 2015

 

 

 

Operating revenue
from external
customers

 

Intersegment
revenues

 

Advertising
revenue from
external
customers

 

Operating
income/
(loss)

 

Depreciation and
amortization

 

Programming
expenses

 

OIBDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CTC Channel

 

$

159,282

 

$

404

 

$

158,647

 

$

16,469

 

$

(2,775

)

$

(92,556

)

$

19,244

 

Domashny Channel

 

41,658

 

78

 

41,314

 

5,336

 

(2,280

)

(20,008

)

7,616

 

Peretz Channel

 

24,138

 

10

 

23,812

 

2,448

 

(2,219

)

(9,357

)

4,667

 

31 Channel

 

12,233

 

 

11,393

 

269

 

(2,409

)

(6,374

)

2,678

 

All other

 

11,352

 

51

 

6,969

 

(8,423

)

(1,470

)

(444

)

(6,953

)

Business segment results

 

$

248,663

 

$

543

 

$

242,135

 

$

16,099

 

$

(11,153

)

$

(128,739

)

$

27,252

 

Eliminations

 

 

(543

)

 

 

 

 

 

Consolidated results

 

$

248,663

 

$

 

$

242,135

 

$

16,099

 

$

(11,153

)

$

(128,739

)

$

27,252

 

 

20



 

CTC MEDIA, INC. AND SUBSIDIARIES

RECONCILIATION OF CONSOLIDATED OIBDA TO

CONSOLIDATED OPERATING INCOME

 

 

 

Three months ended

 

 

 

September 30,

 

(US$ 000’s)

 

2014

 

2015

 

 

 

 

 

 

 

OIBDA

 

$

50,629

 

$

8,301

 

Depreciation and amortization

 

(6,369

)

(3,545

)

Operating income

 

$

44,260

 

$

4,756

 

 

 

 

Nine months ended

 

 

 

September 30,

 

(US$ 000’s)

 

2014

 

2015

 

 

 

 

 

 

 

OIBDA

 

$

152,040

 

$

27,252

 

Depreciation and amortization

 

(21,021

)

(11,153

)

Operating income

 

$

131,019

 

$

16,099

 

 

21



 

CTC MEDIA, INC. AND SUBSIDIARIES

RECONCILIATION OF CONSOLIDATED OIBDA MARGIN TO

CONSOLIDATED OPERATING INCOME MARGIN

 

 

 

Three months ended

 

 

 

September 30,

 

 

 

2014

 

2015

 

 

 

 

 

 

 

OIBDA margin

 

31.9

%

10.8

%

Depreciation and amortization as a % of total operating revenues

 

(4.0

)%

(4.6

)%

Operating income margin

 

27.9

%

6.2

%

 

 

 

Nine months ended

 

 

 

September 30,

 

 

 

2014

 

2015

 

 

 

 

 

 

 

OIBDA margin

 

28.7

%

11.0

%

Depreciation and amortization as a % of total operating revenues

 

(3.9

)%

(4.5

)%

Operating income margin

 

24.8

%

6.5

%

 

22



 

CTC MEDIA, INC. AND SUBSIDIARIES

RECONCILIATION OF SEGMENT OIBDA TO SEGMENT OPERATING INCOME

 

Three Months Ended September 30, 2014

 

(US$ 000’s)

 

OIBDA

 

Depreciation and
amortization

 

Operating income / (loss)

 

 

 

 

 

 

 

 

 

CTC Channel

 

$

40,578

 

$

(1,648

)

$

38,930

 

Domashny Channel

 

9,247

 

(1,269

)

7,978

 

Peretz Channel

 

2,233

 

(2,108

)

125

 

31 Channel

 

1,805

 

(620

)

1,185

 

All other

 

(3,234

)

(724

)

(3,958

)

Consolidated results

 

$

50,629

 

$

(6,369

)

$

44,260

 

 

Three Months Ended September 30, 2015

 

(US$ 000’s)

 

OIBDA

 

Depreciation and
amortization

 

Operating income / (loss)

 

 

 

 

 

 

 

 

 

CTC Channel

 

$

7,176

 

$

(860

)

$

6,316

 

Domashny Channel

 

1,713

 

(718

)

995

 

Peretz Channel

 

912

 

(690

)

222

 

31 Channel

 

919

 

(816

)

103

 

All other

 

(2,419

)

(461

)

(2,880

)

Consolidated results

 

$

8,301

 

$

(3,545

)

$

4,756

 

 

23



 

Nine Months Ended September 30, 2014

 

(US$ 000’s)

 

OIBDA

 

Depreciation and
amortization

 

Operating income / (loss)

 

 

 

 

 

 

 

 

 

CTC Channel

 

$

122,907

 

$

(5,730

)

$

117,177

 

Domashny Channel

 

24,392

 

(4,569

)

19,823

 

Peretz Channel

 

9,599

 

(7,120

)

2,479

 

31 Channel

 

3,571

 

(1,898

)

1,673

 

All other

 

(8,429

)

(1,704

)

(10,133

)

Consolidated results

 

$

152,040

 

$

(21,021

)

$

131,019

 

 

Nine Months Ended September 30, 2015

 

(US$ 000’s)

 

OIBDA

 

Depreciation and
amortization

 

Operating income / (loss)

 

 

 

 

 

 

 

 

 

CTC Channel

 

$

19,244

 

$

(2,775

)

$

16,469

 

Domashny Channel

 

7,616

 

(2,280

)

5,336

 

Peretz Channel

 

4,667

 

(2,219

)

2,448

 

31 Channel

 

2,678

 

(2,409

)

269

 

All other

 

(6,953

)

(1,470

)

(8,423

)

Consolidated results

 

$

27,252

 

$

(11,153

)

$

16,099

 

 

24