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2014Investor Presentation
Cautionary Statement Concerning Forward-Looking Statements andNon-GAAP Financial Measures
2
This presentation contains forward-looking statements, including those relating to our capital needs, business strategy, expectations and intentions. Statements thatuse the terms “believe”, “anticipate”, “trend”, “expect”, “plan”, “estimate”, “forecast”, “intend” and similar expressions of a future or forward-looking nature identifyforward-looking statements for purposes of the U.S. federal securities laws or otherwise. For these statements and all other forward-looking statements, we claim theprotection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our controland some of which might not even be anticipated. Forward-looking statements reflect our current views with respect to future events and because our business issubject to such risks and uncertainties, actual results, our strategic plan, our financial position, results of operations and cash flows could differ materially from thosedescribed in or contemplated by the forward-looking statements contained in this report.
Important factors that contribute to such risks include, but are not limited to, those factors set forth under "Risk Factors” as well as the following: the success of ourefforts to increase our revenues and recapture advertising market share in the Czech Republic; levels of television advertising spending and the rate of developmentof the advertising markets in the countries in which we operate; the effect of the global economic slowdown and Eurozone instability in our markets and the extentand timing of any recovery; the extent to which our liquidity constraints and debt service obligations restrict our business; our ability to refinance our existing indebtedness;our exposure to additional tax liabilities; our success in continuing our initiatives to diversify and enhance our revenue streams; our ability to make cost-effectiveinvestments in television broadcast operations, including investments in programming; our ability to develop and acquire necessary programming and attract audiences;changes in the political and regulatory environments where we operate and application of relevant laws and regulations; and the timely renewal of broadcastinglicenses and our ability to obtain additional frequencies and licenses.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are includedin our filings. For a more detailed description of these uncertainties and other features, please see the “Risk Factors” section in our most recent Annual Report onForm 10-K filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date on when they were made and we undertakeno obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Non-GAAP Financial Measures
CME reports its results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certain non-GAAP performance measures used in managing the business may provide meaningful information about underlying trends in our business. Non-GAAP financialmeasures should be viewed in addition to, and not as an alternative for, CME’s reported results prepared in accordance with GAAP. Please see the attached FinancialReview appendix for a reconciliation to the most directly comparable GAAP financial measures. OIBDA, which includes amortization and impairment of programrights, is determined as operating income before depreciation, amortization of intangible assets and impairments of assets and certain unusual or infrequent itemsthat are not considered by our chief operating decision makers when evaluating our performance.
CME is a Leading Television Broadcaster in CEE
Combined population: approx. 50 mCombined TV ad market size: approx. $908m
CME markets
Source: IMF 2014 (GDP/Capita), CSU (Population Czech Republic), National Institute of Statistics (Population Romania), TNS (Population Slovak Republic), National Statistical Institute (Population Bulgaria), Statistical Bureau of Republic of Slovenia (Population Slovenia), Croatian Bureau of Statistics (Croatia)
3
Source: 2014 CME estimates
TV ad market size by geography
Czech Republic $308m
Romania$199m
SlovakRepublic$126m
Croatia$101m
Slovenia$67m
Bulgaria$107m
4
• Maintaining or increasing our audience and advertising marketshares in all of our markets
• Leveraging popular content
• Driving growth in advertising revenues through our pricingstrategies
• Optimizing content costs through the most efficient use of ourprogramming library and reducing the cost of foreignprogramming, while safeguarding our brands and competitivestrengths
• Maintaining a strict cost discipline by controlling other expenses
Management's Operating Priorities
Audience Performance Overview
5Variance in percentage points
1 Source: Local TV data providers (see Segment Performance slides). All shares in main channel sales target group.
2013 2014
FY All Day Audience Share
50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
33.8% 27.8% 36.2%25.3%
34.1% 38.2%34.7% 27.3%36.2%
24.9% 33.0% 35.1%
2013 2014
FY Prime Time Audience Share
60%50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
38.2% 33.5% 41.2% 30.9% 36.8% 46.9%39.1% 34.5% 40.8%30.3% 35.3% 43.5%
+0.9 -0.5
+0.0
+1.7 -1.1 -3.1
+0.9
-0.4
+0.0+1.0 -0.4 -0.6 -1.5 -3.4
5
Q4 Audience Performance Overview
2013 2014
Q4 All Day Audience Share
50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
34.2% 26.9%37.1%
25.0%35.5% 41.0%37.0% 28.8% 36.4%
24.2%33.5% 36.6%
2013 2014
Q4 Prime Time Audience Share
60%50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
37.8% 31.6% 41.3%30.1% 38.7%
51.3%40.9% 37.7% 40.9%29.9% 36.2% 45.0%
1 Source: Local TV data providers (see Segment Performance slides). All shares in main channel sales target group.
+2.8+1.9 -0.7 -0.8
-2.0-4.4
+3.1+6.1
-0.4-0.2
-2.5 -6.3
Variance in percentage points
7
Historically High Power Ratios
Our strong content and leadership positions enable us to generate more revenues from TV advertising
Sources: TNS and GARB (Bulgaria), ATO Mediaresearch (Czech Republic), AGB Nielsen Media Research (Croatia), Kantar Media (Romania), PMT TNS (Slovak Republic) and AGBNielsen Media Research (Slovenia) for audience share; CME estimates for market share.
100%
80%
60%
40%
20%
0%
100%
80%
60%
40%
20%
0%
100%
80%
60%
40%
20%
0%
2012 All Day Audience Share andMarket Share
2013 All Day Audience Share andMarket Share
Audience shareMarket sharePower ratio
The power ratio indicates a company’s ability to convert ratings to revenue
= /
Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic
Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic
Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic
1.6x 1.9x 1.9x 2.5x 2.0x 1.9x 1.7x 2.0x 1.4x 2.4x 1.8x 2.0x 1.6x 2.0x 2.0x2.5x1.6x 2.2x
2014 All Day Audience Share andMarket Share
Increasing Carriage Fees and Subscription Revenues
Increases in carriage fee revenues reflects the strength of our channels.
▪ In 2013 we concluded key carriage fees deals in Bulgaria and Romania which resulted in increased carriage fees and subscription
revenues in 2014 compared to the previous year.
▪ In Bulgaria carriage fees and subscription revenues now represent 23% of total country net revenues while in Romania it represents
26%.
8
2012 Total: US$ 43.4 2013 Total: US$ 59.0 2014 Total: US$ 80.5
Year ended 2012 - 201450
40
30
20
10
0
(US$
m)
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
8
1
11
20
13
16
2
11
25
14
20
2
8
46
14
9
Questions and Answers
What are the macro-economic trends?
Real GDPYear-over-Year Change Rate CME 2014F Average: 2.0%
Source: Eurostat, 2014 CME estimates based on market consensus Erste, JPM,Deutsche Bank, The Economist, Citi, OECD, IMF, Unicredit).
2011 2012 2013
Total TV Ad Market (nominal)Year-over Year Change Rate, % CME 2014 Average: 3.1%
2011 2012 2013Source: CME internal estimates at constant currency exchange rates
Real Private Consumtion Year-over-Year Change Rate, % CME 2014F Average: 1.9%
2011 2012 2013Source: Eurostat, 2014 CME estimates based on market consensus Erste, JPM, Deutsche Bank,The Economist, Citi, OECD, IMF, Unicredit).Note: Consensus analyst forecast and estimates are subject to change and comparative data maydiffer from those previously published. * Romania market excludes Moldova.
2011 2012 2013 2011 2012 2013
Consumer Price IndexAverage Year-over-Year Change Rate,% CME 2014F Average: 0.3% 0.3% 0.3%
Source National Statistical Offices.
Czech Republic
Romania* SlovakRepublic
Bulgaria Slovenia Croatia
10
5
0
-5
-10
-15
(5)%(6)%
(1)%
(7)%(7)%
(10)% (10)%
(2)%
(9)%
1%
(7)%
(4)%
6% 5% 4%
(3)%
(6)%
4%
5
4
3
2
1
0
-1
-2
3% 3%
4%
3% 3%
4%
1%
4%
1% 1%
2% 2%
0%
1%
0%
(1)%
0% 0%
2012 2013 2014
2011 2012 2013 2012 2013 2014
CME Total
4
3
2
1
0
-1
-2
-3
-4
(1)%
1%
2%
1%
(3)%
(2)%
(1)%
3%
1% 1%
(1)%(1)%
2%
3%
2% 2%
1%
0%
6
4
2
0
-2
-4
-6
(2)%
1%
(1)%
4%
(3)%(3)%
0%1%
(1)%(2)%
(4)%
(1)%
1%
4%
2% 2%
0% 0%
10
2012 2013 2014
2012 2013 2014
What is your multichannel philosophy?
11
39 336
Main generalentertainmentTV channels
6 5 4
Otherthematic TVchannels
7
26
What is the leading advertising medium in your markets?
Split of advertising expenditure among different media in CME markets
Source: Group M, December 2014.
TV continues to have the broadest reach and capture the highest share of advertisingbudgets in our markets.
12
TV Internet Print Other
100%
80%
60%
40%
20%
0%2006 2007 2008 2009 2010 2011 2012 2013 2014
47% 49% 51% 49% 50% 52% 52% 52% 53%5%6%
7% 9% 10%11% 13% 15%
17%
32% 29% 25% 23% 22% 20% 19% 18% 16%
16% 16% 17% 19% 18% 17% 16% 15% 14%
2014 Total ad spend per capita and ad intensity
500
400
300
200
100
0
$72.0$51.9 $44.9 $41.5
$25.1 $15.1$35.7
$342.0
There is significant room for convergence in our markets
What is the convergence potential of CME’s markets?
Source: IMF, Group M December 2014 and CME estimates.Developed markets are a combined group of 11 countries from within the European Union, predominantly in Western Europe, and the United States.
13
Czech Republic Slovenia Croatia Slovak Republic Bulgaria Romania CME average Developed markets averageAd intensity is the ratio of total ad spend to GDP.
0.40% 0.22% 0.35% 0.23% 0.34% 0.15% 0.28%
0.73%
Ad intensity
US$
How is television distributed in CME’s markets?
1 Sources: BeMedia (Bulgaria), Mediaresearch (Czech Republic), Croatian Bureau of Statistics (Croatia), OTVY (Romania), TNS (Slovak Republic) and OTVY (Slovenia).2 CME estimates for the penetration of the primary source of viewing of TV households for 2014 based on country data available. ³ Refers to analogue terrestrial since the transition to DTT is not complete.
Multichannel penetration is increasing as new technologies develop
Households1Penetration 20142
DTT DTH Cable IPTV
Bulgaria 2.9 million 15% 35% 45% 3%
Croatia 1.5 million 56% 7% 13% 25%
CzechRepublic 4.3 million 51% 26% 21% 2%
Romania 7.2 million 4%³ 25% 70% -
SlovakRepublic
1.7 million 9% 48% 29% 14%
Slovenia 0.8 million 16% 4% 41% 39%
14
What are the leading programs in CME’s markets?
15
37%
42%
27%
32%
38%35%
26%23%
25%
31%
21%
15%
26% 27%24% 25% 35%
32%28%
22%27%
30% 30%33%
36%
29% 30% 29%
35%32%
28%
36%45%
37% 37%35%
54%
31%
24% 24%
30%35% 37%
53%
The Street Rose Garden Village Criminal Unit Medical Doctors Angel
Las Fierbinti The Voice Masterchef Extreme
Blind Love Taste of Love Farm Cupboard
Turkish Survivor Pay it The Voice Series Forward
Restaurant Got Talent Confirmed Looking for a boss
No Matter What Crazy, Confused Your Face Sounds Normal Familiar
2013 Fall actual audience share for the same program or time slot. 2014 Fall actual audience share for the program. Data Source: Local TV data providers; All audience shares in main channels sales target group.
Makeover
16
Segment Review
45
40
35
30
41.2 40.8
17
Czech Republic: 2014 performance
2014 Financials
US$ m 2013 2014 % Act % Lfl¹
TV advertising revenues 153.6 184.4 20.0 % 28.9 %
Carriage fees &subscription revenues 11.2 7.7 (31.7)% (27.4)%
Other revenues 10.1 10.7 6.7 % 15.2 %
Net revenues 174.9 202.8 15.9 % 24.5 %
Total costs 184.5 140.8 (23.7)% (18.4)%
OIBDA (9.6) 62.0 NM² NM²
-0.440
38
36
34
32
30
36.2 36.2
+0.0
Q4
53% 57% 58% 60% 61%
2013 2014
Prima Group: 29%
CME Group: 60%
CT Group: 4%
Others: 7%
2013 2014
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share 2014 TV Ad Market Share Market Share
Q1 Q2 Q3 Q4
¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.² Number is not meaningful.
Source: ATO-Media research (all audience share and leadership data is for the 15-54 targetgroup). TV ad market share represents CME’s internal estimates.
35
30
25
20
30.9 30.3
18
Romania: 2014 performance
2014 Financials
US$ m 2013 2014 % Act % Lfl¹
TV advertising revenues 119.6 125.7 5.1 % 6.3 %
Carriage fees &subscription revenues 24.8 45.9 84.9 % 87.0 %
Other revenues 17.9 7.0 (60.7)% (60.8)%
Net revenues 162.3 178.6 10.0 % 11.1 %
Total costs 159.8 141.3 (11.6)% (10.1)%
OIBDA 2.5 37.3 NM² NM²
-0.635
30
25
20
25.3 24.9
-0.4
Q4
60% 61% 61% 63% 63%
2013 2014
Intact Group: 23%
CME Group: 62%
Prima Group : 4%
Others: 5%
2013 2014
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share 2014 TV Ad Market Share Market Share
Kanal D: 6%
Q1 Q2 Q3 Q4
¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.² Number is not meaningful.
Source: Kantar Media (all audience share and leadership data is for the 18-49 Urban targetgroup). TV ad market share represents CME’s internal estimates.
40
38
36
34
32
30
36.8
35.3
19
Slovak Republic: 2014 performance
2014 Financials
US$ m 2013 2014 % Act % Lfl¹
TV advertising revenues 78.2 85.4 9.1 % 10.3 %
Carriage fees &subscription revenues 1.1 1.0 (11.4)% (11.1)%
Other revenues 3.1 4.2 37.5 % 36.7 %
Net revenues 82.4 90.6 9.9 % 11.0 %
Total costs 102.3 86.0 (15.9)% (14.5)%
OIBDA (19.9) 4.6 NM² NM²
-1.540
38
36
34
32
30
34.133.0
-1.1
Q4
65% 69% 67% 70%64%
2013 2014
Other: 2%
CME Group: 67%
JOJ Group: 31%
2013 2014
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share 2014 TV Ad Market Share Market Share
Q1 Q2 Q3 Q4
¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.
Source: PMT / TNS SK (all audience share and leadership data is for the 12-54 target group).TV ad market share represents CME’s internal estimates.
45
40
35
30
38.239.1
20
Bulgaria: 2014 performance
2014 Financials
US$ m 2013 2014 % Act % Lfl¹
TV advertising revenues 65.6 61.5 (6.3)% (5.7)%
Carriage fees &subscription revenues 16.2 19.8 22.4 % 23.1 %
Other revenues 5.7 5.8 1.9 % 3.3 %
Net revenues 87.4 87.1 (0.4)% 0.2 %
Total costs 74.0 77.7 4.9 % 4.7 %
OIBDA 13.4 9.4 (30.1)% (26.2)%
+0.945
40
35
30
33.834.7
+0.9
Q4
61%54% 56% 56%
61%
2013 2014
Others: 6%
CME Group: 57%
BNT Group: 3%
MTG Group: 34%
2013 2014
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share 2014 TV Ad Market Share Market Share
Q1 Q2 Q3 Q4
¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.
Source: GARB (all audience share and leadership data is for the 18-49 target group).TV ad market share represents CME’s internal estimates.
50
45
40
35
30
46.9
43.5
21
Slovenia: 2014 performance
2014 Financials
US$ m 2013 2014 % Act % Lfl¹
TV advertising revenues 57.1 52.4 (8.1)% (7.5)%
Carriage fees &subscription revenues 3.9 4.2 5.9 % 6.0 %
Other revenues 5.7 4.8 (15.6)% (14.1)%
Net revenues 66.7 61.4 (7.9)% (7.2)%
Total costs 57.4 56.1 (2.4)% (2.1)%
OIBDA 9.3 5.3 (42.4)% (40.2)%
-3.450
45
40
35
30
38.2
35.1
-3.1
Q4
81% 79% 76% 73%81%
2013 2014
Others: 2%
CME Group: 77%
2013 2014
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share 2014 TV Ad Market Share Market Share
Q1 Q2 Q3 Q4
Pink SI: 1%
State TV Group: 14%
Planet TV Group: 6%
¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.
Source: AGB Nielsen Media Research (all audience share and leadership data is for 18-54 targetgroup. TV ad market share represents CME’s internal estimates.
40
35
30
25
20
33.5 34.5
22
Croatia: 2014 performance
2014 Financials
US$ m 2013 2014 % Act % Lfl¹
TV advertising revenues 54.7 56.3 2.9 % 4.3 %
Carriage fees &subscription revenues 1.7 2.0 15.5 % 16.2 %
Other revenues 5.5 3.8 (31.0)% (30.9)%
Net revenues 61.9 62.0 0.3 % 1.5 %
Total costs 53.6 54.2 1.1 % 2.1 %
OIBDA 8.3 7.8 (5.1)% (2.7)%
+1.040
35
30
25
20
27.8 27.3
-0.5
Q4
56% 56% 53% 57% 56%
2013 2014
HTV Group: 8%
CME Group: 55%
RTL Group: 37%
2013 2014
Audience Share
TV Ad Market Share 2014 TV Ad Market Share Market Share
All Day Audience Share Prime Time Audience Share
Q1 Q2 Q3 Q4
¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.² Number is not meaningful.
Source: AGB Nielsen Media Research (all audience share and leadership data is for the 18-54target group). TV ad market share represents CME’s internal estimates.
23
Financial Review
2014 Revenues by Segment
US$ m
Net Revenues
2013 2014
Variance
Actual % Lfl %1
Bulgaria 87.4 87.1 (0.4)% 0.2 %
Croatia 61.9 62.0 0.3 % 1.5 %
Czech Republic 174.9 202.8 15.9 % 24.5 %
Romania 162.3 178.6 10.0 % 11.1 %
Slovak Republic 82.4 90.6 9.9 % 11.0 %
Slovenia 66.7 61.4 (7.9)% (7.2)%
Intersegment revenues (2.5) (1.6) NM² NM²
Total net revenues 633.1 680.8 7.5 % 10.4 %
¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.² Number is not meaningful.
The percentage growth figures have been derived from data included in our Form 10-K for the year ended December 31, 2014.
24
2014 OIBDA by Segment
US$ mOIBDA
2013 2014Variance
Actual % Lfl %1
Bulgaria 13.4 9.4 (30.1)% (26.2)%
Croatia 8.3 7.8 (5.1)% (2.7)%
Czech Republic (9.6) 62.0 NM2 NM2
Romania 2.5 37.3 NM2 NM2
Slovak Republic (19.9) 4.6 NM2 NM2
Slovenia 9.3 5.3 (42.4)% (40.2)%
Eliminations 0.0 0.0 NM2 NM2
Operations sub-total 3.8 126.3 NM2 NM2
Central costs (52.3) (30.9) 40.9 % 39.1 %
Total (48.4) 95.4 NM2 NM2
¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs.² Number is not meaningful.
The percentage growth figures have been derived from data included in our Form 10-K for the year ended December 31, 2014.
See also OIBDA reconciliation on slide 36.
25
Q4 2014 Revenues by Segment
26
¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.² Number is not meaningful.
The percentage growth figures have been derived from data included in our Form 10-K for the year ended December 31, 2014.
US$ m
Net Revenues
Q4 2013 Q4 2014
Variance
Actual % Lfl %1
Bulgaria 28.9 26.2 (9.3)% (0.8)%
Croatia 21.0 18.1 (13.8)% (5.5)%
Czech Republic 64.1 66.4 3.5 % 18.2 %
Romania 52.0 55.1 6.1 % 15.2 %
Slovak Republic 30.2 30.5 1.0 % 10.5 %
Slovenia 23.2 19.9 (14.3)% (6.1)%
Intersegment revenues (0.2) (0.1) NM² NM²
Total net revenues 219.3 216.2 (1.4)% 9.0 %
Q4 2014 OIBDA by Segment
27
¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.² Number is not meaningful.
The percentage growth figures have been derived from data included in our Form 10-K for the year ended December 31, 2014.
See also OIBDA reconciliation on slide 36.
US$ mOIBDA
Q4 2013 Q4 2014
Variance
Actual % Lfl %1
Bulgaria 10.4 4.3 (58.3)% (54.6)%
Croatia 4.7 2.9 (38.9)% (33.5)%
Czech Republic (0.4) 28.9 NM2 NM2
Romania (1.2) 16.3 NM2 NM2
Slovak Republic (9.6) 6.8 NM2 NM2
Slovenia 7.2 5.6 (22.5)% (15.0)%
Eliminations 0.0 (0.4) NM2 NM2
Operations sub-total 10.9 64.3 NM2 NM2
Central costs (12.5) (9.2) 26.8 % 21.3 %
Total (1.6) 55.1 NM2 NM2
Summary Consolidated Statements of Operations
28
US$ mYear ended
December 31,2013 2014
Net revenues 633.1 680.8Content costs 422.1 358.4Other operating costs 104.5 85.5Depreciation and amortization 51.9 45.2Selling, general and administrative costs 136.4 143.6Impairment charge 79.7 —Restructuring costs 18.5 9.9Operating (loss) / income (180.0) 38.3Net interest expense (111.2 ) (141.7)
Loss on extinguishment of debt (23.1) (39.2)Foreign currency gain / (loss) net 20.2 (12.8)Change in FV of derivatives 0.1 2.3Other (expense) / income (0.4) 0.3Credit for income taxes 18.0 1.4Loss from continuing operations (276.4) (151.5)Loss from discontinued operations, net of tax (5.1) (80.4)Net loss (281.5) (231.9)Net loss attributable to noncontrolling interests 3.9 4.5
Net loss attributable to CME Ltd. (277.7) (227.4)
Net loss attributable to CME Ltd. per share (2.27) (1.66)Please refer to our Form 10-K for the year ended December 31, 2014 for the full financial statements and related notes and disclosures.
29
Consolidated Revenues by Type
Please refer to our Form 10-K for the period December 31, 2014 for the full financial statements and related notes and disclosures.
US$ m Year ended December 31,
2013 2014
TV advertising revenues 528.8 565.6
Carriage fees & subscription revenues 59.0 80.5
Other revenues 45.4 34.7
Net revenues 633.1 680.8
US$ mAs at
December 31,2013
As atDecember 31,
2014Current assets 410.3 345.0Assets held for sale 117.0 29.9Total Current assets 527.3 374.9Non-current assets 1,434.6 1,244.5
Total assets 1,961.9 1,619.4Current liabilities 293.2 439.9Liabilities held for sale 29.5 10.6
Non-current liabilities 990.3 667.7
Total liabilities 1,313.0 1,118.2Series B Convertible Redeemable Preferred Stock 207.9 223.9CME Ltd. shareholders' equity 440.1 279.8Noncontrolling interests 0.9 (2.6)Total liabilities and equity 1,961.9 1,619.4
Cash & cash equivalents 102.3 34.3Gross debt1 (977.6) (1,066.0)
Net debt (875.3) (1,031.7)
30
¹ Gross debt is the full face value of all outstanding debt.Please refer to our Form 10-K for the year ended December 31, 2014 for the full financial statements and related notes and disclosures.
Summary Consolidated Balance Sheet
Summary Cash Flow
31
US$ mYear ended December 31,
2013 2014Net cash used in operating activities (61.1) (65.2)
Net cash used in investing activities (29.8) (28.5)
Net cash provided by financing activities 59.2 39.0
Net cash used in discontinued operations (2.2) (2.6)
Impact of exchange rate fluctuations (0.4) (10.7)
Net decrease in cash and cash equivalents (34.2) (68.0)
Net cash used in operating activities (61.1) (65.2)
Capex additions, net of disposals (29.8) (28.5)
Free cash flow (90.9) (93.7)
Supplemental disclosure of cash flow information:Cash paid for interest 108.3 76.2Cash paid for income taxes, net of refunds 6.5 (2.2)
Please refer to our Form 10-K for the year ended December 31, 2014 for the full financial statements and related notes and disclosures.
Debt Maturity Profile and Free Cash Flow
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Components of free cash flow (US$ m) Year ended 2013 Year ended 2014 Variance
OIBDA (48) 95 143Change in working capital 36 (11) (47)Interest, taxes, and other (108) (71) 37Net investment in programming 59 (78) (137)Capex (30) (29) 1Total (91) (94) (3)
2015 Convertible Notes 2017 Term Loan
2017 PIK Notes
1,000
800
600
400
200
02014 2015 2016 2017 2018 2019
1,000
800
600
400
200
02014 2015 2016 2017 2018 2019
2613 305
4352
331
Maturity as at December 31, 2013(US$ m)4
Pro Forma maturity as at December 31, 2014(US$ m)4
Drawings of RCF
1 Includes PIK interest to December 31, 2014.² Excludes PIK interest from December 1, 2014.3 Replacement facility under the Commitment Letter provided by Time Warner regarding the refinancing of the 2015 Convertible Notes at or immediately prior to their maturity in November 2015.4 Debt in currencies other than US$ are translated at FX rates as at December 31, 2014.
261 331 291
2016 Fixed Rate Notes 2017 Fixed Rate NotesReplacement facility for2015 Convertible notes3
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Liquidity available from RCF: US$ 90 million
2017 EuroTerm Loan
Free cash flow excludes the cash impact of certain unusual or infrequent items that are excluded from OIBDA.
Indebtedness as at December 31, 2014
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As at December 31, 20141 Drawn Total facilityLC Interest
rate MaturityUS$ m US$ m LC2 m
Corporate:
2015 Convertible Notes 261.0 261.0 261.0 USD 5.0%4 20154
2017 Euro Term Loan 304.5 304.5 250.8 EUR 8.5% 2017
2017 PIK Notes 434.8 434.8 434.8 USD 15.0% 2017
2017 Term Loan 33.1 33.1 33.1 USD 15.0% 2017
2017 Revolving Credit Facility 25.0 25.0 25.0 USD 10.0% 2017
Other credit facilities 3.4 3.4 12.5 RON Var. Var.
Total debt3 1,061.8
Lease obligations 3.6
Currency and Interest Agreements 0.6
Total debt (consolidated)3 1,066.0
Less: Unrestricted cash (34.3)
Net debt 1,031.7
Weighted average interest rate of gross debt 10.5%¹ Debt in currencies other than US$ are translated at FX rates as at December 31, 2014² LC: local currency.3 Total debt includes 2015 Convertible Notes, 2017 Euro Term Loan, 2017 PIK Notes and 2017 Term Loan at full face value.4 We have entered into a Commitment Letter with Time Warner whereby Time Warner will provide or assist arranging a loan facility to refinance the 2015 Convertible Notes immediately prior their maturity in November 2015. Thereplacement facility will bear interest at 8.5% and CME will have the option to pay interest in kind.Please refer to our Form 10-K for the period ended December 31, 2014 for the full financial statements and related notes and disclosures.
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Equity structure as at March 6, 2015
Shares ofClass A
CommonStock
Series AConvertiblePreferred
Share1
Series BConvertibleRedeemable
PreferredShares2
Ownership %of Shares of
Class ACommon
Stock
Votinginterest3
Shares outstanding, excluding TimeWarner
73,927,483 - - 54.6% 50.4%
Time Warner 61,407,775 1 200,000 45.4% 49.6%
Total 135,335,258 1 200,000 100.0% 100.0%
1 The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.
2 The shares of Series B Convertible Redeemable Preferred Stock are non-voting perpetual stock, convertible after June 25, 2016 at the option of Time Warner at a conversion price of 2.42, subject tocustomary anti-dilution provisions, and redeemable after June 25, 2016 at the option of CME, subject to the conversion right of Time Warner. The accretion rate is 7.5% per annum for the first 3 yearsand 3.75% per annum for the 4th and 5th year. Assuming conversion three years from issuance and no further adjustments to the conversion price under the Certificate of Designation for the Series BPreferred Shares, TW Investor would be issued 103.2 million shares of Class A common stock upon conversion.
3 Voting interest takes into account both the shares of Class A common stock and the share of Series A Convertible Preferred Stock, which is entitled to one vote for each of the 11,211,449 shares ofClass A common stock into which it is convertible. The Series B Convertible Redeemable Preferred Shares are non-voting, except in certain circumstances.
SummaryClass A's
outstanding/underlying at
March 31, 2014
Warrant issuance andadjustment to Series B
Conversion price³
Vesting of RSUsand accretion of
Series B
Class A'soutstanding/underlying at
December 31, 2014
Class A Common Shares 135,126,867 208,391 135,335,258Convertible instruments:Series A Convertible Preferred Shares 11,211,449 11,211,449Series B Convertible Redeemable Preferred 66,951,581 20,404,790 5,007,026 92,363,397Initial Warrant 30,000,000 30,000,000Unit Warrants 84,000,000 84,000,000
Diluted CME Class A Shares² 213,289,897 134,404,790 5,215,417 352,910,104
TWX Ownership (As Converted Basis)Class A Common Shares 61,407,775 61,407,775Convertible instruments:Series A Convertible Preferred Shares 11,211,449 11,211,449Series B Convertible Redeemable Preferred 66,951,581 20,404,790 5,007,026 92,363,397Initial Warrant 30,000,000 30,000,000Unit Warrants 70,926,996 70,926,996
Total TWX Class A Shares 139,570,805 121,331,786 5,007,026 265,909,617
TWX interest in CME² 65% 75%
Dilutive Instruments and Economic Interest
¹ Based on the accreted value as of March 31, 2014 or December 31, 2014, as applicable, without giving effect to additional accretion of the Series B Preferred Stock after such date.² Excluding 1.4 million unvested RSUs, 0.2 million out-of-the money stock options, and 850,000 warrants with a strike price of $21.75.³ Reflects adjustment under the anti-dilution provisions in Series B Convertible Redeemable Preferred Stock held by Time Warner following the issuance of the warrants.
35
OIBDA Reconciliation
36
Please refer to our Form 10-K for the year ended December 31, 2014 for the full financial statements and related notes and disclosures.
1 Other items for the year ended December 31, 2014 is comprised of a charge related to tax audits in Romania, which was accrued in the fourth quarter. The $6.9 million fine the competition agencyin Slovenia was seeking to impose relating to the operations there prior to 2012 was overturned in the fourth quarter. Since the charge, accrued in the second quarter of 2014, was not included inOIBDA, our reversal of this charge has similarly been excluded from OIBDA.
US$ m Three months endedDecember 31, Year ended December 31,
2013 2014 2013 2014Reconciliation to Consolidated Statements ofOperations:Operating (loss) / income (97.0) 38.3 (180.0) 38.3
Depreciation of property, plant and equipment 12.1 8.8 37.2 32.8
Amortization of intangible assets 3.6 2.9 14.8 12.3
Impairment charge 79.7 — 79.7 —
Other items1 — 5.1 — 12.0
OIBDA (1.6) 55.1 (48.4) 95.4
CME Board of Directors
Paul T. Cappuccio
John K. Billock
Independent Director, Non-ExecutiveChairman of the Board and member of the
Compensation Committee
▪ Executive Vice President and GeneralCounsel, Time Warner Inc.
▪ Former partner at Kirkland & Ellis
Director ▪ Member of the Board of Advisors atSimulmedia, Inc.
▪ Former Director of TRA Inc. and TiVoResearch and Analytics, Inc.
▪ Previous roles with Time Warner Cableand Home Box Office
Charles R. Frank
Independent Director and member of theAudit Committee
Director
Independent Director, Chairman of the AuditCommittee and member of the Corporate
Governance/Nominating Committee
Independent Director, Chairman of theCompensation Committee and member of theCorporate Governance/Nominating Committee
Independent Director, Chairman of theCorporate Governance/Nominating Committee
and member of the Audit Committee
Director
Independent Director and member of the AuditCommittee and member of the Compensation
Committee
Director
▪ Executive Vice President and GeneralCounsel, Time Warner Inc.
▪ Former partner at Kirkland & Ellis
▪ Currently a Principal of the H.A.M Mediagroup, an international investment andadvisory firm specializing in theentertainment and communicationsindustries
▪ International media and telecoms executivewith a cable industry background
▪ Former Chief Executive Officer ofUnitymedia
▪ Non-executive director of Wire and Wireless(India) Ltd
▪ Senior Vice President, International andCorporate Strategy at Time Warner Inc.
▪ Former senior analyst at Banc of AmericaSecurities
▪ After period as COO, CFO she became aPresident of RSL Capital LLC and Founder andGeneral Partner of RSL Venture Partners L.P.
▪ Previous roles with Martha Stewart LivingOmnimedia, Inc. and Time Warner, Inc.
▪ Significant experience in the media industryand investment banking
▪ President of Turner Broadcasting SystemInternational
▪ Former Chief Executive Officer of RTLGroup
▪ Former member of the executive board ofBertelsmann AG
Iris Knobloch
▪ President of Warner Bros. France S.A.
▪ Independent Director of Accor S.A.
▪ Former Senior Vice President ofInternational Relations of Time Warner Inc.
Alfred W. Langer
▪ Former CFO of Solvadis, a subsidiary ofthe German group MG Technologies
▪ Independent consultant in financial andorganizational areas
Bruce Maggin
Parm Sandhu
Doug Shapiro
Kelli Turner
Gerhard Zeiler37
Contact information
Prague Office
Kříženeckého nám. 1078/5152 00 Prague 5 – BarrandovCzech Republic
Mark KobalHead of Investor Relations
Email: [email protected] Telephone: +420 242 465 576
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