Q3 2015Investor Presentation
Cautionary Statement Concerning Forward-Looking Statementsand Non-GAAP Financial Measures
This presentation contains forward-looking statements, including those relating to our capital needs, business strategy, expectations and intentions. Statementsthat use the terms “believe”, “anticipate”, “trend”, “expect”, “plan”, “estimate”, “forecast”, “intend” and similar expressions of a future or forward-looking natureidentify forward-looking statements for purposes of the U.S. federal securities laws or otherwise. For these statements and all other forward-looking statements,we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond ourcontrol and some of which might not even be anticipated. Forward-looking statements reflect our current views with respect to future events and because ourbusiness is subject to such risks and uncertainties, actual results, our strategic plan, our financial position, results of operations and cash flows could differmaterially from those described 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 ofour efforts to increase our revenues and recapture advertising market share in the Czech Republic; levels of television advertising spending and the rate ofdevelopment of the advertising markets in the countries in which we operate; the effect of global economic uncertainty and Eurozone instability in our marketsand the extent, timing and duration of any recovery; the extent to which our liquidity constraints and debt service obligations restrict our business; our ability torefinance our existing indebtedness; 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 attractaudiences; changes in the political and regulatory environments where we operate and application of relevant laws and regulations; our exposure to additionaltax liabilities; and the timely renewal of broadcasting licenses 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 areincluded in our filings. For a more detailed description of these uncertainties and other features, please see the “Risk Factors” section in our most recent QuarterlyReport on Form 10-Q filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date on when they were madeand we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments orotherwise.
Non-GAAP Financial MeasuresCME reports its results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certainnon-GAAP performance measures used in managing the business may provide meaningful information about underlying trends in our business. Non-GAAPfinancial measures should be viewed in addition to, and not as an alternative for, CME’s reported results prepared in accordance with GAAP. Please see theattached 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 infrequentitems that are not considered by our chief operating decision makers when evaluating our performance.
2
CME is a Leading Television Broadcaster in CEE
Combined population: approx. 50 mCombined TV ad market size: approx. $908m
CME markets
3
Source: 2014 CME estimates at average 2014exchange rates
TV ad market size by geography
Croatia$101m
Czech Republic $308m
Slovenia$67m
Bulgaria$107m
SlovakRepublic$126m
Romania$199m
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)
4
Why invest in CME?
Our Strategy:
• Maintaining or increasing our audience andadvertising market share leadership
• Leveraging popular content
• Driving growth in advertising revenues throughpricing strategies
• Developing additional revenue streams
• Capitalizing on our operating leverage to growprofitability
• Optimizing our capital structure
Our Competitive Strengths:
• Market leading presence ontelevision
• Leading media brands
• Our people
• Strong local content productionand program library
5
Q3 Audience Performance Overview
Variance in percentage points
2014 2015
Q3 All Day Audience Share ¹
50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
34.1% 25.7%36.8%
23.3% 31.8% 34.6%36.4%26.2% 34.3%
22.6% 30.3% 34.6%
2014 2015
Q3 Prime Time Audience Share ¹
50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
38.2% 32.1%40.8%
28.1% 34.4% 41.5%40.7% 32.8% 38.1%28.2% 32.1%
42.3%
1 Source: Local TV data provider, all shares in main channel sales target group.
+2.3+0.5
-2.5-0.7
-1.5 +0.0
+2.5+0.7
-2.7
+0.1-2.3
+0.8
6
YTD Audience Performance Overview
Variance in percentage points
YTD 2014 YTD 2015
YTD All Day Audience Share ¹
50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
33.9% 26.8%36.1%
25.1% 32.8% 34.6%38.7%26.9%
36.4%25.0% 30.8% 35.2%
YTD 2014 YTD 2015
YTD Prime Time Audience Share ¹
50%40%30%20%10%
0%
Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia
38.4% 33.3% 40.7%30.5% 34.9% 43.0%43.3% 34.8% 40.7%
31.7% 33.1%44.1%
1 Source: Local TV data provider, all shares in main channel sales target group. YTD periods are the nine months ended September 30, 2015 and 2014.
+4.8
+0.1+0.3
-0.1-2.0 +0.6
+4.9+1.5
+0.0+1.2
-1.8+1.1
Net Revenues Trend by Quarter
7
US$ m
200
150
100
50
0 Q1 2013
Q1 2014
Q1 2015
Q2 2013
Q2 2014
Q2 2015
Q3 2013
Q3 2014
Q3 2015
124
141
126
167
193
167
123131
Q1 Q2 Q3
Actual Exchange Rates
US$ m
200
150
100
50
0 Q1 2013
Q1 2014
Q1 2015
Q2 2013
Q2 2014
Q2 2015
Q3 2013
Q3 2014
Q3 2015
103116
126139
155167
102112
+12%
+9%
+12%
+8%
+10%+5%
Q1 Q2 Q3
Constant Exchange Rates (Lfl1)
¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.
117117
OIBDA Margin Trend by Quarter
8
2013 2014 2015
40%
30%
20%
10%
0%
-10%
-20%
-30%
-40%Q1 Q2 Q3 Q4
(17)%
4%
(27)%
(1)%
(2)%
21%
2%
25%
9%
28%
7%
@ actual rates
FY
(8)%
14%
130
80
30
-20
-70
Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015
12
(48)
(31)
3
39
95
110116
122
$m @ actual rates
Last Twelve Months (LTM) OIBDA Trend by Quarter
9
100%
80%
60%
40%
20%
0%
10
Historically High Power Ratios
2013 All Day Audience Share andMarket Share
Audience shareMarket sharePower ratio
The power ratio indicates a company’s ability to convert ratings to revenue
Our strong content and leadership positions enable us to generate more revenues from TV advertising
= /
Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic
1.7x 2.0x 1.4x 2.4x 1.8x 2.0x
2014 All Day Audience Share andMarket Share
Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic
100%
80%
60%
40%
20%
0%
1.6x 2.0x 2.0x2.5x1.6x 2.2x
Sources: TNS and GARB (Bulgaria), AGB Nielsen Media Research (Croatia), ATO Nielsen Admosphere; Mediaresearch (Czech Republic), Kantar Media (Romania), PMT TNS (Slovak Republic) andAGB Nielsen Media Research (Slovenia) for audience share; CME estimates for market share.
9M 2015 All Day Audience Share andMarket Share
100%
80%
60%
40%
20%
0% Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic
2.1x2.1x1.5x 2.1x 1.6x 2.5x
Increasing Carriage Fees and Subscription Revenues
Increases in carriage fee revenues reflects the strong appeal of our channels.
▪ During 2014, carriage fees and subscription revenues represented 23% of total country net revenues in Bulgaria and 26% in
Romania.
11
2012 Total: US$ 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
12
Questions and Answers
6
4
2
0
-2
-4
(1)%
1%
2%
0%
(3)%
(2)%
(1)%
4%
1%1%
(1)%(1)%
2%
3%
2%2%
3%
0%
4%4%
3%
2%2%
1%
What are the macro-economic trends?
Czech Republic
Romania SlovakRepublic
Bulgaria Slovenia Croatia CME Average
13
Source: Eurostat. 2015 CME estimates based on market consensus Erste, JPM,Deutsche Bank, The Economist, Citi, OECD, IMF, Unicredit).
Source: CME internal estimates at constant currency exchange rates* Represents 9 months ended September 30, 2015.
Source: Eurostat, 2015 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.
20
15
10
5
0
-5
-10
-15
(5)%(6)%
(1)%
(7)%(7)%(10)% (10)%
(2)%
(9)%
1%
(7)%(4)%
6%5%4%
(3)%(6)%
4%7%
9%
17%
(2)%
4%1%
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%
1%
0%0%0%0%0%
2012 2013 2014 9M 2015*
2012 2013 2014 2015F
6
4
2
0
-2
-4
-6
(2)%
1%
(1)%
3%
(2)%(3)%
1%
3%
(1)%(1)%
(4)%
(1)%
2%
4%
2%3%
1%
(1)%
3%4%
2%2%1%
0%
2012 2013 2014 2015F
2012 2013 2014 2015F
Real GDPYear-over-Year Change Rate, % CME 2015F Average: 3.0%
Total TV Ad Market (nominal)Year-over Year Change Rate, % CME 9 months 2015 Average: 7.0%
Real Private Consumption Year-over-Year Change Rate, % CME 2015F Average: 2.6%
Consumer Price IndexAverage Year-over-Year Change Rate, % CME 2015F Average: 0.2%
Source: National Statistical Offices. 2015 CME estimates based on market consensusErste, JPM, Deutsche Bank, The Economist, Citi, OECD, IMF, Unicredit).
24%
31%
25%23%
31%29%
23% 23%35%
25%22%
41%
35% 34%
26%
38%
34% 34%
40%38%
35% 35% 36%
42%
Rose Garden Wife Swap Superstar Main News Clinic 2
Czech Republic
What are the leading programs in CME’s markets?
31% 31% 31% 32%35%
29%26%
30%
In the Middle Superstar The Farm Main News of Nowhere
Medcezir The Farm Capital Main News Hillibillies
54%
37%
24%
37%
55%
30%
21%
37%
Got Talent Restaurant is Taste of Love Main News Looking for Boss
41%
25%
34%31%
48%
29%26%
32%
Your Face The Farm No Matter What Main News Sounds Familiar*
2014 Q3 actual audience share for the same program or time slot. 2015 Q3 actual audience share for the program. * Q3 2014 represents results only for the first broadcast aired in Q4 2014. Data Source: Local TV data providers; All audience shares in main channels sales target group.
14
Romania Slovakia
CroatiaBulgaria Slovenia
Las Fierbinti* The Voice Masterchef Main News
What is your multichannel philosophy?
39 347
Main generalentertainmentTV channels
6 5 4
Otherthematic TVchannels
7
27
15
CZ RO SK BG SLO CRO
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.
16
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%
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.
17
Czech Republic Slovenia Croatia Slovak Republic Bulgaria Romania CME average Developed markets average
$72.0 $51.9 $44.9 $41.5$25.1
$15.1$35.7
$342.0
Ad intensity is the ratio of total ad spend to GDP.
0.40% 0.22% 0.35% 0.23% 0.34% 0.15% 0.28%
0.73%
Ad intensity
US$
2014 Total ad spend per capita and ad intensity
500
400
300
200
100
0
How is television distributed in CME’s markets?
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%
18
1 Sources: BeMedia (Bulgaria), Croatian Bureau of Statistics (Croatia), Mediaresearch (Czech Republic), 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.
19
Segment Review
50
45
40
35
30
40.838.1
20
Czech Republic: Q3 2015 performance
Q3 2015 Financials
US$ m Q32014
Q32015 % Act % Lfl¹
TV advertising revenues 34.4 32.0 (6.9)% 7.4 %
Carriage fee &subscription revenues 1.7 1.4 (16.8)% (2.8)%
Other revenues 2.0 2.1 8.3 % 26.2 %
Net revenues 38.1 35.6 (6.6)% 7.9 %
Total costs 28.4 26.1 (8.1)% 7.0 %
OIBDA 9.7 9.5 (2.2)% 10.5 %
¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.
Source: ATO - Nielsen Admosphere; Mediaresearch (all audience share and leadership datais for the 15-54 target group). TV ad market share represents CME’s internal estimates.
-2.7
50
45
40
35
30
36.834.3
-2.5
Prima Group: 27%
CME Group: 60%
CT Group: 5%
Others: 8%
Q3 2014 Q3 2015
Prime Time Audience ShareAudience Share
All Day Audience Share
Market Share TV Ad Market Share (CME Group) Q3 2015 TV Ad Market Share
Market Share
Q3
60% 61% 60% 60% 60%
2014 2015 Q4 Q1 Q2 Q3
US$ m Q32014
Q32015 % Act % Lfl¹
TV advertising revenues 25.1 21.1 (15.9)% (0.2)%
Carriage fee &subscription revenues 11.8 10.0 (15.1)% 1.3 %
Other revenues 0.3 0.9 NM2 NM2
Net revenues 37.2 32.0 (13.9)% 2.3 %
Total costs 32.3 25.0 (22.4)% (7.7)%
OIBDA 4.9 7.0 42.3 % 67.8 %
40
35
30
25
20
15
28.1 28.2
21
Romania: Q3 2015 performance
Q3 2015 Financials
+0.1
40
35
30
25
20
15
23.3 22.6
-0.7
Intact Group: 24%
CME Group: 61%
Prima Group : 3%
Others: 6%
Q3 2014 Q3 2015
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share (CME Group) Q3 2015 TV Ad Market Share Market Share
Kanal D: 6%
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 Urbantarget group). TV ad market share represents CME’s internal estimates.
Q3
63% 63% 63% 63%61%
2014 2015 Q4 Q1 Q2 Q3
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: PMT / TNS SK (all audience share and leadership data is for the 12-54 targetgroup). TV ad market share represents CME’s internal estimates.
45
40
35
30
25
34.432.1
22
Slovak Republic: Q3 2015 performance
Q3 2015 Financials
US$ m Q32014
Q32015 % Act % Lfl¹
TV advertising revenues 16.6 16.0 (3.3)% 13.7%
Carriage fee &subscription revenues 0.2 0.3 47.5 % 74.9%
Other revenues 0.9 0.9 (1.7)% 17.5%
Net revenues 17.7 17.2 (2.6)% 14.7%
Total costs 19.8 16.8 (14.6)% 1.1%
OIBDA (2.1) 0.4 NM2 NM2
-2.3
45
40
35
30
25
31.830.3
-1.5
RTVS: 3%
CME Group: 61%
JOJ Group: 33%
Q3 2014 Q3 2015
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share (CME Group) Q3 2015 TV Ad Market Share Market Share
Q3
70%
64%
69%
64%61%
2014 2015 Q4 Q1 Q2 Q3
Other: 3%
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.
CME Group: 57%
50
45
40
35
30
25
38.240.7
Bulgaria: Q3 2015 performance
Q3 2015 Financials
US$ m Q32014
Q32015 % Act % Lfl¹
TV advertising revenues 11.5 9.3 (19.3)% (4.6)%
Carriage fee &subscription revenues 5.0 4.4 (11.9)% 4.7 %
Other revenues 1.2 0.9 (18.6)% (3.8)%
Net revenues 17.7 14.7 (17.2)% (1.9)%
Total costs 15.5 12.5 (19.9)% (5.3)%
OIBDA 2.2 2.2 2.8 % 22.1 %
+2.550
45
40
35
30
25
34.136.4
+2.3
Others: 5%
BNT Group: 3%
MTG Group: 35%
Q3 2014 Q3 2015
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share (CME Group) Q3 2015 TV Ad Market Share Market Share
23Q3
56%
61%
56%58% 57%
2014 2015 Q4 Q1 Q2 Q3
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 the18-54 target group). TV ad market share represents CME’s internal estimates.
40
35
30
25
20
32.1 32.8
24
Croatia: Q3 2015 performance
Q3 2015 Financials
US$ m Q32014
Q32015 % Act % Lfl¹
TV advertising revenues 9.5 8.4 (11.3)% 4.2 %
Carriage fee &subscription revenues 0.5 0.6 11.8 % 32.2 %
Other revenues 0.9 1.0 4.7 % 23.4 %
Net revenues 10.9 9.9 (8.9)% 7.2 %
Total costs 11.4 10.8 (5.3)% 11.6 %
OIBDA (0.5) (0.9) (65.6)% (106.1)%
+0.740
35
30
25
20
25.7 26.2
+0.5
HTV Group: 6%
CME Group: 58%
RTL Group: 36%
Q3 2014 Q3 2015
Audience Share
TV Ad Market Share (CME Group) Q3 2015 TV Ad Market Share Market Share
All Day Audience Share Prime Time Audience Share
Q3
57% 56% 56% 55%
58%
2014 2015 Q4 Q1 Q2 Q3
50
45
40
35
30
41.5 42.3
25
Slovenia: Q3 2015 performance
Q3 2015 Financials
US$ m Q32014
Q32015 % Act % Lfl¹
TV advertising revenues 7.8 7.0 (10.4)% 5.5 %
Carriage fee &subscription revenues 1.0 1.0 (0.4)% 18.3 %
Other revenues 0.8 0.6 (22.0)% (7.8)%
Net revenues 9.6 8.6 (10.3)% 5.8 %
Total costs 13.0 10.2 (22.1)% (7.4)%
OIBDA (3.4) (1.6) 54.8 % 45.2 %
+0.850
45
40
35
30
34.6 34.6
+0.0
CME Group: 70%
Q3 2014 Q3 2015
Prime Time Audience ShareAudience Share
All Day Audience Share
TV Ad Market Share (CME Group) Q3 2015 TV Ad Market Share Market Share
Pink SI: 1%
State TV Group: 15%
Planet TV Group: 10%
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 18-54target group. TV ad market share represents CME’s internal estimates.
Other: 4%
Q3
73%
81%
76%78%
70%
2014 2015 Q4 Q1 Q2 Q3
Financial Review
26
Q3 Revenues 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-Q for the period ended September 30, 2015.
US$ mNet Revenues
Q3 2014 Q3 2015Variance
Actual % Lfl %1
Bulgaria 17.7 14.7 (17.2)% (1.9)%
Croatia 10.9 9.9 (8.9)% 7.2%
Czech Republic 38.1 35.6 (6.6)% 7.9%
Romania 37.2 32.0 (13.9)% 2.3%
Slovak Republic 17.7 17.2 (2.6)% 14.7%
Slovenia 9.6 8.6 (10.3)% 5.8%
Intersegment revenues (0.1) (0.7) NM 2 NM 2
Total net revenues 131.1 117.3 (10.5)% 5.2%
YTD Revenues by Segment
28
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-Q for the period ended September 30, 2015.
US$ mNet Revenues
Nine months ended September 30 Variance2014 2015 Actual % Lfl %1
Bulgaria 60.9 50.9 (16.5)% 1.6%
Croatia 43.9 38.2 (13.0)% 6.2%
Czech Republic 136.4 122.7 (10.1)% 9.0%
Romania 123.5 109.6 (11.3)% 7.9%
Slovak Republic 60.0 55.0 (8.4)% 11.3%
Slovenia 41.4 35.1 (15.2)% 3.4%
Intersegment revenues (1.5) (1.2) NM 2 NM 2
Total net revenues 464.6 410.3 (11.7)% 7.3%
Q3 OIBDA by Segment
29
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-Q for the period ended September 30, 2015.
US$ mOIBDA
Q3 2014 Q3 2015
Variance
Actual % Lfl %1
Bulgaria 2.2 2.2 2.8 % 22.1 %
Croatia (0.5) (0.9) (65.6)% (106.1)%
Czech Republic 9.7 9.5 (2.2)% 10.5 %
Romania 4.9 7.0 42.3 % 67.8 %
Slovak Republic (2.1) 0.4 NM 2 NM 2
Slovenia (3.4) (1.6) 54.8 % 45.2 %
Eliminations 0.0 (0.2) NM 2 NM 2
Operations sub-total 10.7 16.3 52.4 % 69.6 %
Central costs (7.8) (8.0) (2.5)% (16.7)%
Total 2.9 8.4 184.4 % 198.7 %
YTD OIBDA by Segment
30
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-Q for the period ended September 30, 2015.
US$ m
OIBDA
Nine months ended September 30 Variance
2014 2015 Actual % Lfl %1Bulgaria 5.1 8.5 67.6% 105.4 %
Croatia 5.0 5.9 19.0% 49.4 %
Czech Republic 33.1 43.8 32.3% 60.4 %
Romania 21.0 25.7 22.6% 50.8 %
Slovak Republic (2.2) 3.8 NM 2 NM 2
Slovenia (0.2) (0.2) 0.4% 26.7 %
Eliminations 0.4 (0.3) NM 2 NM 2
Operations sub-total 62.1 87.3 40.6% 72.8 %
Central costs (21.7) (20.7) 4.8% (11.7)%
Total 40.4 66.6 65.1% 108.1 %
Summary Consolidated Statements of Operations
31
US$ m (except per share data)Three months ended
September 30,Nine months ended
September 30,2014 2015 2014 2015
Net revenues 131.1 117.3 464.6 410.3Content costs 76.5 59.0 256.5 203.7Other operating costs 18.3 17.2 60.9 51.6Depreciation and amortization 11.0 9.7 33.5 30.5Selling, general and administrative costs 32.9 2.4 105.1 75.0Restructuring costs 0.3 0.2 8.6 1.3Operating (loss) / income (8.0) 28.9 0.0 48.1Interest expense (37.1) (44.0) (104.0) (125.9)Loss on extinguishment of debt — — (24.2) —Non-operating expense, net (5.7) (6.5) (4.6) (22.1)(Provision) / credit for income taxes (0.5) 0.1 (0.8) (3.5)Loss from continuing operations (51.3) (21.5) (133.7) (103.4)Loss from discontinued operations, net of tax (1.2) (0.3) (20.0) (0.9)Net loss (52.5) (21.8) (153.6) (104.3)Net loss attributable to noncontrolling interests 0.3 0.3 1.1 0.8Net loss attributable to CME Ltd. (52.1) (21.5) (152.5) (103.5)
Net loss attributable to CME Ltd. per share (0.38) (0.18) (1.12) (0.79)
Please refer to our Form 10-Q for the period ended September 30, 2015 for the full financial statements and related notes and disclosures.
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Consolidated Revenues by Type
Please refer to our Form 10-Q for the period ended September 30, 2015 for the full financial statements and related notes and disclosures.
US$ m Three months endedSeptember 30,
Nine months endedSeptember 30,
2014 2015 2014 2015
TV advertising revenues 104.9 93.9 380.1 337.1
Carriage fees & subscription revenues 20.2 17.7 61.2 54.9
Other revenues 5.9 5.7 23.4 18.3
Net revenues 131.1 117.3 464.6 410.3
US$ mAs at
December 31,2014
As atSeptember 30,
2015Current assets 345.0 321.5Assets held for sale 29.9 12.5Total current assets 374.9 334.0Non-current assets 1,244.5 1,142.9
Total assets 1,619.4 1,476.9Current liabilities 439.9 423.0
Liabilities held for sale 10.6 8.4
Non-current liabilities 667.7 706.4
Total liabilities 1,118.2 1,137.8Series B Convertible Redeemable Preferred Stock 223.9 236.7CME Ltd. shareholders' equity 279.8 105.1Noncontrolling interests (2.6) (2.7)Total liabilities and equity 1,619.4 1,476.9
Cash & cash equivalents 34.3 61.8Gross debt1 (1,066.0) (1,072.0)
Net debt (1,031.7) (1,010.2)
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¹ Gross debt is the full face value of all outstanding debt. Please refer to our Form 10-Q for the period ended September 30, 2015 for the full financial statements and related notes and disclosures.
Summary Consolidated Balance Sheet
Summary Cash Flow
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US$ mNine months ended September 30,
2014 2015Net cash (used in) / generated from continuing operating activities (14.4) 79.1
Net cash used in continuing investing activities (20.0) (26.2)
Net cash provided by / (used in) continuing financing activities 15.8 (27.7)
Net cash (used in) / generated from discontinued operations (4.8) 4.0
Impact of exchange rate fluctuations (8.2) (1.7)
Net (decrease) / increase in cash and cash equivalents (31.5) 27.5
Net cash (used in) / generated from continuing operating activities (14.4) 79.1
Capex additions, net of disposals (20.0) (26.2)
Free cash flow (34.3) 52.9
Supplemental disclosure of cash flow information:Accretion on Series B Convertible Redeemable Preferred Stock 11.9 12.8
Please refer to our Form 10-Q for the period ended September 30, 2015 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)
Nine months ended September 30, Variance2014 2015OIBDA 40 67 27Change in working capital 26 50 24Interest, taxes, and other (51) (23) 28Net investment in programming (29) (15) 14
Capex (20) (26) (6)
Total (34) 53 87
1,000
800
600
400
200
02015 2016 2017 2018 2019
2017 Term Loan 2017 PIK NotesReplacement Facility for 2015Convertible Notes4 2017 Euro
Term Loan
2614 281
4673
362
Pro Forma maturity as at September 30, 2015(US$ m)1
Liquidity available from RCF: US$ 115 million
1 Debt in currencies other than US$ are translated at FX rates as at September 30, 2015. ² Includes PIK interest to September 30, 2015.3 Excludes PIK interest from June 1, 2015.4 Assumes the 2019 Euro Term Loan is used to refinance the 2015 Convertible Notes at their maturity in November 2015.
Indebtedness as at September 30, 2015
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¹ Debt in currencies other than US$ are translated at FX rates as at September 30, 2015.² LC: local currency.3 Total debt includes 2015 Convertible Notes, 2017 PIK Notes, 2017 Term Loan and 2017 Fixed Rate Notes at full face value.4 On September 30, 2015, we entered into the 2019 Euro Term Loan, which we intend to draw in full and apply the proceeds toward the repayment and discharge of the 2015 Convertible Notes at maturity. 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-Q for the period ended September 30, 2015 for the full financial statements and related notes and disclosures.
As at September 30, 20151 Drawn Total facilityLC Interest
rate MaturityUS$ m US$ m LC2 m
Corporate:
2015 Convertible Notes 261.0 261.0 261.0 USD 5.0% 2015
2017 Euro Term Loan 281.0 281.0 250.8 EUR 8.5% 2017
2017 PIK Notes 467.4 467.4 467.4 USD 15.0% 2017
2017 Term Loan 35.5 35.5 35.5 USD 15.0% 2017
2017 Revolving Credit Facility _ 115.0 115.0 USD 10.0% 2017
Other credit facilities 3.1 3.1 12.2 RON Var. Var.
Total debt3 1,048.0
2017 Guarantee fee 15.6
Lease obligations 3.7
Currency and interest agreements 4.7
Total debt (consolidated)4 1,072.0
Less: Unrestricted cash (61.8)
Net debt (1,010.2)
Weighted average interest rate of gross debt 10.72%
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Equity Structure and Outstanding Equity Instruments
As at October 23, 2015 Shares of Class ACommon Stock
Series A ConvertiblePreferred Share1
Series B ConvertibleRedeemable
Preferred Shares2
Ownership % ofShares of Class A
Common StockVoting interest3
Shares outstanding, excluding Time Warner 74,394,499 - - 54.8% 50.6%
Time Warner 61,407,775 1 200,000 45.2% 49.4%
Total 135,802,274 1 200,000 100% 100%
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 to customary anti-dilutionprovisions, 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 years and 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 B Preferred Shares, TW Investor would be issued 103.2 million shares of Class Acommon 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 of Class A common stock into whichit is convertible. The Series B Convertible Redeemable Preferred Shares are non-voting, except in certain circumstances.
As at September 30, 2015
Total Class A and equivalentsoutstanding²
Total Class A and equivalents held byTWX
Class A Common Shares 135,802,274 61,407,775Convertible instruments (As Converted Basis):
Series A Convertible Preferred Share 11,211,449 11,211,449
Series B Convertible Redeemable Preferred Shares¹ 97,665,809 97,665,809
Initial Warrant 30,000,000 30,000,000
Unit Warrants 84,000,000 70,926,996
Diluted CME Class A Shares 358,679,532 271,212,029TWX interest in CME 76%
¹ Based on the accreted value of 200,000 shares issued and outstanding at September 30, 2015 without giving effect to additional accretion after such date.² Excludes 2.6 million million unvested RSUs, 1.6 million stock options, 850,000 warrants with a strike price of $21.75 (expiring December 2015), and the 2015 Convertible Notes with a conversion price of $ 50.00 per share(maturing November 15, 2015).
OIBDA Reconciliation
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US$ mThree months ended September 30, Nine months ended September 30,
2014 2015 2014 2015Reconciliation to Consolidated Statements ofOperations:Operating income (8.0) 28.9 0.0 48.1
Depreciation of property, plant and equipment 7.9 7.0 24.0 20.9
Amortization of intangible assets 3.1 2.7 9.5 9.6
Other items 1 — (30.2) 6.9 (12.0)
OIBDA 2.9 8.4 40.4 66.61Other items for the three and nine months ended September 30, 2015 reflects activity related to the tax audits in Romania. Since the charge of US$ 12.0 million recorded during the fourth quarter of2014 and the charge of US$ 18.2 million recorded during the first quarter of 2015 were not included in OIBDA, our reversal of these charges during the third quarter of 2015 has similarly been excludedfrom OIBDA (see our Form 10-Q for the period ended September 30, 2015 for more information). Other items for the nine months ended September 30, 2014, is comprised of a fine the competitioncommittee in Slovenia was seeking to impose which was subsequently overturned in the fourth quarter of 2014.
Please refer to our Form 10-Q for the period ended September 30, 2015 for the full financial statements and related notes and disclosures.
OIBDA Reconciliation
39
Last Twelve Months (LTM)
US$ m Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015Reconciliation to ConsolidatedStatements of Operations:
LTM operating (loss) / income (559.6) (180.0) (160.9) (133.5) (97.0) 38.3 35.7 49.5 86.4
Depreciation of property, plant andequipment
34.2 37.1 36.0 36.0 36.1 32.8 31.8 30.7 29.7
Amortization of intangible assets 19.9 14.8 14.1 13.7 13.1 12.3 12.6 12.9 12.5
Other items 1 — — — 6.9 6.9 12.0 30.2 23.3 (6.9)
Impairment charge 517.8 79.7 79.7 79.7 79.7 — — — —
LTM OIBDA 12.3 (48.4) (31.1) 2.8 38.8 95.4 110.3 116.3 121.7
1Other items reflects a fine the competition agency in Slovenia was seeking to impose relating to the operations there prior to 2012, which was subsequently overturned, and accruals that weresubsequently reversed related to the tax audits in Romania (see our Form 10-Q for the period ended September 30, 2015 for more information). Since the charges were not included in OIBDA, ourreversal of the charges has similarly been excluded from OIBDA.
Please refer to our Form 10-Q for the period ended September 30, 2015 for the full financial statements and related notes and disclosures.
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
▪ Financial advisor and non-executive boardmember of Mittal Steel Galati
▪ Former Vice President of the EuropeanBank for Reconstruction and Development
▪ Currently a Principal of the H.A.M Mediagroup, an international investment andadvisory firm specializing in theentertainment and communicationsindustries
▪ Non-executive director of Eircom
▪ Chairman of Merapar
▪ Former Chief Executive Officer ofUnitymedia
▪ EVP & Chief Strategy Officer, TurnerBroadcasting System, Inc.
▪ Former Senior Vice President, Internationaland Corporate Strategy at Time Warner Inc.
▪ Former senior analyst at Banc of AmericaSecurities
▪ EVP, Corporate Development and CFO atSESAC, INC., a music rights licensingcompany
▪ 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.
▪ 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 Zeiler40
CME Board of Directors
Contact Information
Prague Office
Kříženeckého nám. 1078/5152 00 Prague 5 – BarrandovCzech Republicwww.cme.net
Mark KobalHead of Investor Relations
Email: [email protected] Telephone: +420 242 465 576
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