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DISCONTINUED OPERATIONS
12 Months Ended
Dec. 31, 2015
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

3.     DISCONTINUED OPERATIONS

        As discussed in Note 1, on December 23, 2015, the Company closed the sale of 75% of the outstanding participation interests in its subsidiary CTC Investments to UTH, a private television broadcaster in Russia. The Company received $150.5 million in cash at closing. An additional $50 million was held back and was subject to adjustment based on the performance of the business during the second half of 2015 and agreed indemnity obligations. On February 12, 2016, the Company received $42.5 million of this additional consideration in cash, based on the final price determination. The total consideration received in connection with the sale amounted to $193.1 million. The amount of cash disposed of at the date of a sale comprised $51,632.

        CTC Investments is a Russian holding company which controls Russian and Kazakh businesses operating CTC, Domashny, Che and CTC Love television channels in Russia and Channel 31 in Kazakhstan. The results of these businesses have been presented as discontinued operations in the accompanying Statements of Income for the years ended December 31, 2013, 2014 and 2015. The accompanying Balance Sheets have been adjusted to present assets and liabilities of discontinued operations separately from those of continuing operations. The following table presents major line items of income/loss from discontinued operations for the years ended December 31, 2013, 2014 and 2015:

                                                                                                                                                                                    

 

 

Year Ended December 31,

 

 

 

2013

 

2014

 

2015

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

805,546

 

$

698,111

 

$

341,898

 

Sublicensing and other revenues

 

 

25,516

 

 

12,315

 

 

8,662

 

​  

​  

​  

​  

​  

​  

Total operating revenues

 

 

831,062

 

 

710,426

 

 

350,560

 

​  

​  

​  

​  

​  

​  

EXPENSES:

 

 

 

 

 

 

 

 

 

 

Direct operating expenses (exclusive of programming expenses, shown below; exclusive of depreciation and amortization of $29,024, $22,583 and $12,298 in 2013, 2014 and 2015, respectively)

 

 

(46,351

)

 

(45,281

)

 

(32,569

)

Selling, general and administrative (exclusive of depreciation and amortization $4,092, $3,499 and $2,004 in 2013, 2014 and 2015, respectively)

 

 

(167,539

)

 

(152,249

)

 

(86,631

)

Stock-based compensation benefit (expense)

 

 

(1,834

)

 

171

 

 

(4,185

)

Programming expenses

 

 

(338,215

)

 

(299,750

)

 

(199,288

)

Depreciation and amortization

 

 

(33,116

)

 

(26,082

)

 

(14,302

)

Impairment loss

 

 

(29,869

)

 

(29,356

)

 

(8,991

)

​  

​  

​  

​  

​  

​  

Total operating expenses

 

 

(616,924

)

 

(552,547

)

 

(345,966

)

​  

​  

​  

​  

​  

​  

OPERATING INCOME

 

 

214,138

 

 

157,879

 

 

4,594

 

OTHER NON-OPERATING INCOME (LOSS), net

 

 

14,187

 

 

11,698

 

 

2,110

 

Income from discontinued operations before income tax

 

 

228,325

 

 

169,577

 

 

6,704

 

​  

​  

​  

​  

​  

​  

INCOME TAX BENEFIT/(EXPENSE)

 

 

(63,725

)

 

(55,283

)

 

36,610

 

​  

​  

​  

​  

​  

​  

NET INCOME BEFORE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

$

164,600

 

$

114,294

 

$

43,314

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

 

$

(7,821

)

$

(5,284

)

$

(1,386

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

LOSS ON DISPOSAL, including tax benefit of $7,476:

 

 

 

 

 

 

(529,129

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Including loss on reclassification of accumulated other comprehensive losses to earnings

 

 

 

 

 

 

(523,755

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

NET INCOME FROM DISCONTINUED OPERATIONS

 

$

156,779

 

$

109,010

 

$

(487,201

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

        The financial information of discontinued operations presented above include allocations of expenses from the Company's corporate headquarters to CTC Investments in the amounts of $4.1, $3.2 and $6.1 million in 2013, 2014 and 2015, respectively. These costs primarily include salaries and stock-based compensation of operational management. Costs and expenses relating to CTC Media, Inc. are included in the results of continuing operations. Costs related to sale of 75% in CTC Group in the amount of $6.9 million are classified in discontinued operations. In addition, the Company allocated income tax benefit/(expense) to continuing operations based on pre-tax income/ (losses) of continuing operations and a US income tax rate of 35%. The remaining portion of income tax benefit/(expense) was allocated to discontinued operations. As of September 30, 2015, the 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 and Kazakh businesses. This remeasurement was triggered by a change in the Company's expectations for the US tax position due to sale transaction. Based on the terms of the Framework Agreement, CTC Investments distributed substantially all of outstanding cash of its subsidiaries to CTC Media, Inc; this distribution was estimated to be tax free in the US due to significant amount of foreign tax credits available to offset US income tax. Further, it was estimated that the potential sale of a 75% interest in the group's Russian and Kazakh business and subsequent merger transaction would not result in US income tax to the Company, based on the sale price outlined in the Framework Agreement and available foreign tax credits. Accordingly, the Company has adjusted its income tax expense in the third quarter of 2015 for the respective amount of deferred taxes.

        The following table summarizes the impairment losses which are included in income from discontinued operations (shown above) for the years ended December 31, 2013, 2014 and 2015 as a result of impairment reviews:

                                                                                                                                                                                    

 

 

2013

 

2014

 

2015

 

Umbrella analog licenses

 

$

 

$

 

$

2,965

 

​  

​  

​  

​  

​  

​  

Cable network connections

 

 

 

 

 

 

2,737

 

​  

​  

​  

​  

​  

​  

Che goodwill*

 

 

 

 

29,356

 

 

3,289

 

​  

​  

​  

​  

​  

​  

Production unit goodwill

 

 

29,869

 

 

 

 

 

​  

​  

​  

​  

​  

​  

Total impairment losses

 

$

29,869

 

$

29,356

 

$

8,991

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Income tax effect

 

 

 

 

 

 

(1,140

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total effect on net income

 

$

29,869

 

$

29,356

 

$

7,851

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

*          

In November, 2015 Peretz channel was relaunched in a new format as Che.

        At December 23, 2015, the Company recognized loss from disposal of the 75% interest in the Russian and Kazakh businesses in the amount of $5.3 million (including transaction costs of $6.9 million). The Company measured this loss as the difference between consideration received of $193,057, the fair value of the remaining 25% interest in CTC Investments of $89,457 and the net assets, net of impairments, when applicable, of the respective net assets sold. At December 23, 2015, the carrying value of Russian and Kazakh businesses (after impairment losses recorded with respect of goodwill and broadcasting licenses at that date) was $287,118. The excess of fair value of 25% interest in CTC Investments over the amount of underlying equity in respective net assets comprised $17,678. In addition, loss on disposal includes accumulated other comprehensive loss related to the Russian and Kazakh businesses reclassified to earnings at the date of sale, in the amount of $523,755.

        See also—Summary of significant accounting policiesFair Value Measurements.

        In the years ended December 31, 2013, 2014 and 2015, total operating and investing cash flows related to discontinued operations were as follows:

                                                                                                                                                                                    

 

 

2013

 

2014

 

2015

 

Net cash provided by operating activities of discontinued operations

 

$

190,872

 

$

106,214

 

$

28,075

 

​  

​  

​  

​  

​  

​  

Net cash provided by (used in) investing activities of discontinued operations

 

$

(60,791

)

$

56,568

 

$

61,819

 

​  

​  

​  

​  

​  

​  

        As of December 31, 2014, assets and liabilities related to the Russian and Kazakh businesses have been presented in assets of discontinued operations and liabilities associated with discontinued operations, respectively. At December 31, 2014, the carrying amounts of the major classes of these assets and liabilities were as follows:

                                                                                                                                                                                    

 

 

December 31,
2014

 

CURRENT ASSETS OF DISCONTINUED OPERATIONS:

 

 

 

 

Cash and cash equivalents

 

$

31,700 

 

Short-term investments

 

 

77,800 

 

Trade accounts receivable

 

 

25,504 

 

Taxes reclaimable

 

 

9,693 

 

Prepayments

 

 

42,503 

 

Programming rights

 

 

112,708 

 

Deferred tax assets

 

 

20,307 

 

Other current assets

 

 

63 

 

​  

​  

TOTAL CURRENT ASSETS

 

 

320,278 

 

​  

​  

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS:

 

 

 

 

Property and equipment

 

 

18,503 

 

Intangible assets:

 

 

45,969 

 

Goodwill

 

 

53,627 

 

Programming rights

 

 

72,446 

 

Investments in and advances to investees

 

 

3,167 

 

Prepayments

 

 

13,719 

 

Deferred tax assets

 

 

8,264 

 

Other non-current assets

 

 

6,929 

 

​  

​  

TOTAL ASSETS ASSOCIATED WITH ASSETS OF DISCONTINUED OPERATIONS

 

 

542,902 

 

​  

​  

CURRENT LIABILITIES ASSOCIATED WITH ASSETS OF DISCONTINUED OPERATIONS:

 

 

 

 

Bank loans

 

 

2,192 

 

Accounts payable

 

 

54,371 

 

Accrued liabilities

 

 

15,027 

 

Taxes payable

 

 

15,440 

 

Deferred revenue

 

 

6,650 

 

Deferred tax liabilities

 

 

58,827 

 

​  

​  

TOTAL CURRENT LIABILITIES ASSOCIATED WITH ASSETS OF DISCONTINUED OPERATIONS

 

 

152,507 

 

​  

​  

NON-CURRENT LIABILITIES ASSOCIATED WITH ASSETS OF DISCONTINUED OPERATIONS:

 

 

 

 

Deferred tax liabilities

 

 

6,910