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Investments
12 Months Ended
Dec. 31, 2015
Schedule Of Investments [Abstract]  
Investments

7. INVESTMENTS

Investments consisted of the following:

 

 

 

As of December 31,

 

(in thousands)

 

2015

 

 

2014

 

Equity method investments

 

$

741,823

 

 

$

431,612

 

Cost method investments

 

 

65,807

 

 

 

31,732

 

Total investments

 

$

807,630

 

 

$

463,344

 

During the year ended December 31, 2015, we recognized impairments on our cost method investments of $0.4 million. We did not recognize any impairments on our cost method investments during the twelve months ended December 31, 2014.

During 2015, the Company paid $30.5 million to acquire a 10.0 percent non-controlling interest in Refinery29, a web-based media site whose focus is female millennial audiences. Also in 2015, we paid $2.0 million for a minor interest in Thrive Market and $2.0 million for an incremental ownership interest in Tastemade. These investments are being accounted for under the cost method of accounting.  

The Company’s acquisition of N-Vision resulted in the addition of certain equity method investments that are held by TVN or a subsidiary of TVN. On a consolidated basis, investments accounted for using the equity method include the following:

 

 

 

As of December 31,

 

(in thousands)

 

2015

 

 

2014

 

UKTV

 

 

50.00%

 

 

 

50.00%

 

HGTV Magazine JV

 

 

50.00%

 

 

 

50.00%

 

Food Network Magazine JV

 

 

50.00%

 

 

 

50.00%

 

* Everytap

 

 

40.00%

 

 

-

 

HGTV Canada

 

 

33.00%

 

 

 

33.00%

 

* nC+

 

 

32.00%

 

 

-

 

Food Canada

 

 

29.00%

 

 

 

29.00%

 

* Onet

 

 

25.00%

 

 

-

 

Fox-BRV Southern Sports Holdings

 

 

7.25%

 

 

 

7.25%

 

 

* Acquired as a part of the N-Vision Acquisition

UKTV

UKTV receives financing through a loan provided by us. The loan, totaling $112.1 million at December 31, 2015 and $116.2 million at December 31, 2014, is reported within other non-current assets on our consolidated balance sheets, effectively act as a revolving credit facility for UKTV.  As a result of this financing arrangement and the level of equity investment at risk, we have determined that UKTV is a variable interest entity (“VIE”). SNI and its partner in the venture share equally in the profits of the entity, have equal representation on UKTV’s board of directors and share voting control in such matters as approving annual budgets, initiating financing arrangements and changing the scope of the business.  However, our partner maintains control over certain operational aspects of the business related to programming content, scheduling and the editorial and creative development of UKTV.  Additionally, certain key management personnel of UKTV are employees of our partner. Since we do not control these activities that are critical to UKTV’s operating performance, we have determined that we are not the primary beneficiary of the entity and account for the investment under the equity method of accounting.   As of December 31, 2015 and December 31, 2014, the Company’s investment in UKTV was $353.4 million and $376.9 million, respectively.

 

A portion of the purchase price from our 50.0 percent investment in UKTV was attributed to amortizable intangible assets, which are included in the carrying value of our UKTV investment. Amortization recorded on these intangible assets reduces the equity in earnings recognized from our UKTV investment. The table below summarizes estimated amortization that we expect to reduce the Company’s equity in UKTV’s earnings for future periods:

 

( in thousands )

 

Estimated Amortization**

 

2016

 

$

13,700

 

2017

 

$

13,800

 

2018

 

$

13,800

 

2019

 

$

13,800

 

2020

 

$

13,900

 

Thereafter

 

$

101,700

 

** The functional currency of UKTV is the Great British Pound ("GBP"), so these amounts are subject to change as the GBP to U.S. Dollar exchange rates fluctuate.

 

 

nC+

TVN’s investment in nC+ is held subject to the terms of a shareholders’ agreement, which includes provisions regarding the composition of the management and supervisory boards and the appointment of their members, an exit strategy and a list of matters which require the consent of TVN. According to the shareholders’ agreement, nC+ shall distribute 75.0 percent of its distributable consolidated profits to shareholders in proportion to their pro rata share. Canal+ Group (“Canal+”), the controlling interest owner, has call options to acquire TVN’s 32.0 percent of nC+ at market value, which options are exercisable during the three month periods beginning November 30, 2015 and November 30, 2016. Additionally, TVN and Canal+ have the right following the call option periods to sell its interest in nC+ (with Canal+ having the right to require TVN to sell its shares in nC+ on the same terms) and, if not exercised, TVN has the right to require nC+ to undertake an initial public offering (“IPO”).

A portion of the purchase price from our 32.0 percent investment in nC+, as a result of the acquisition of N-Vision, was attributed to amortizable intangible assets, which is included in the carrying value of our nC+ investment.  Amortization recorded on these intangible assets reduces the equity in earnings recognized from our nC+ investment.

Onet

The Company, through TVN Online Investments Holding, holds a 25.0 percent interest in Onet Holding Group (Onet Holding Sp. z o.o. and its subsidiaries, “Onet”), and Ringier Axel Springer Media AG (“RAS”) holds the remaining 75.0 percent interest and is the controlling interest owner. As TVN has significant influence on, but not control over, Onet, this investment is accounted for using the equity method of accounting. The shareholders’ agreement, which regulates the cooperation between TVN and RAS with respect to Onet and, indirectly, Onet Group (“Grupa Onet”), contains a swap option for TVN to exchange a number of TVN’s subsidiaries’ shares in Onet for the shares in RAS, which option is valid if RAS conducts an IPO.  Furthermore, under the shareholders’ agreement, the following options are granted: the first put option for TVN (or its subsidiary) to sell all its shares in Onet to RAS at any time during (i) the 90-day period commencing on January 1, 2016 or (ii) the 20 business day period commencing after Onet’s shareholders’ meeting has approved its financial statements for the most recently concluded financial year, whichever period ends later; and the call option for RAS to acquire the shares in Onet’s share capital from TVN (or its subsidiary) at any time during (i) the 90-day period commencing on January 1, 2017 or (ii) the 20 business day period commencing after Onet’s shareholders’ meeting has approved its financial statements for the most recently concluded financial year, whichever period ends later; and the second put option for TVN (or its subsidiary) to sell all its shares in Onet to RAS at any time within 60 days following the expiration of the call option period.

The shareholders’ agreement also contains the standard “joint-exit” clauses allowing TVN and RAS to sell jointly all their shares in Grupa Onet held directly or indirectly (drag-along and tag-along rights). The shareholders’ agreement also contains a call option for RAS in the event that TVN no longer controls, directly or indirectly, its stake in Onet. According to the shareholders’ agreement, Onet shall distribute at least 70.0 percent of its distributable consolidated profits to shareholders in proportion to their pro rata share.

Fox-BRV Southern Sports Holdings

The Company exercises significant control over Fox-BRV Southern Sports Holdings (“Fox South”) through board positions held and, therefore, this investment is accounted for using the equity method of accounting (see Note 24 - Subsequent Events).

Aggregated statement of operations data for investments accounted for under the equity method of accounting is as follows:

 

 

For the years ended December 31,

 

(in thousands)

 

2015

 

 

2014

 

 

2013

 

Operating revenues

 

$

1,973,515

 

 

$

1,333,239

 

 

$

1,263,231

 

Operating income

 

$

753,249

 

 

$

708,958

 

 

$

666,227

 

Net income

 

$

568,358

 

 

$

522,435

 

 

$

483,143

 

    

Aggregated balance sheet information for investments accounted for under the equity method of accounting is as follows:

 

 

 

As of December 31,

 

(in thousands)

 

2015

 

 

2014

 

Current assets

 

$

847,444

 

 

$

586,287

 

Non-current assets

 

 

677,069

 

 

 

105,630

 

Total Assets

 

$

1,524,513

 

 

$

691,917

 

Current liabilities

 

$

475,582

 

 

$

224,459

 

Non-current liabilities

 

 

150,411

 

 

 

136,321

 

Equity

 

 

898,519

 

 

 

331,137

 

Total Liabilities and Equity

 

$

1,524,513

 

 

$

691,917