<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT 1934
FROM THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 333-20307
POLAND COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 06-1070447
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
PTK WARSZAWA S.A.
UL. PAWINSKIEGO 5A 02-106
WARSZAWA, POLSKA
(Address of Principal Executive Officers) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 48 22 608 98 22
Indicate by check mark (X) whether the registrant: (1) has filed all reports
required to be fled by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes ___X____ No __________
The number of shares outstanding of Poland Communications, Inc.'s common stock
as of September 30, 1997, was:
Common Stock 18,948
<PAGE>
POLAND COMMUNICATIONS, INC.
FORM 10-Q INDEX
FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
PAGE NO.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Poland Communications, Inc.
Consolidated Balance Sheets .............. 3 - 4
Consolidated Statements of Operations............5
Consolidated Statement of Changes
in Stockholders' Equity....................... 6
Consolidated Statements of Cash Flows............7
Notes to Consolidated Financial Statements. 8 - 11
Poland Cablevision (Netherlands) B.V.
Consolidated Balance Sheets ...................... 12 - 13
Consolidated Statements of Operations..........14
Consolidated Statement of Changes in
Stockholders' Equity........................ 15
Consolidated Statements of Cash Flows..........16
Notes to Consolidated Financial Statements.....17
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....... 18 - 24
Item 3. Quantitative and Qualitative Disclosures
About Market Risk......................................... 25
PART II OTHER INFORMATION
Item 5. Other Information...................................... 25-26
Item 6. Exhibits and reports on Form 8-K.......................... 27
Signature Page..................................................... 28
2
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
ASSETS
September 30, December 31,
1997 1996
------------- ------------
Current assets:
Cash and cash equivalents 43,875 68,483
Investment securities -- 25,115
Accounts receivable, net of allowances
of $535 in 1997 and $545 in 1996 3,496 1,215
Due from affiliate 2,513 --
Other current assets 3,538 2,247
------ ------
Total current assets 53,422 97,060
------ ------
Investment in cable television systems, at cost:
Property, plant and equipment:
Cable television system assets 124,319 98,291
Construction in progress 2,246 410
Vehicles 1,737 1,199
Other 3,935 2,667
------ ------
Total property, plant and equipment 132,237 102,567
Less accumulated depreciation (30,864) (19,143)
------- -------
Net property, plant and equipment 101,373 83,424
Inventories for construction 9,328 7,913
Intangibles, net 21,429 12,133
Net investment in cable television systems 132,130 103,470
------- -------
Notes receivable from affiliates 12,779 8,491
Other investments 769 2,157
Other intangibles, net 6,809 6,359
------ ------
Total assets 205,909 217,537
======= =======
See accompanying notes to consolidated financial statements.
3
<PAGE>
POLAND COMMUNICATIONS, INC
CONSOLIDATED BALANCE SHEETS (CONTINUED)
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1997 1996
------------- ------------
Current liabilities:
Accounts payable 15,411 6,281
Accrued interest 5,456 2,175
Deferred revenue 1,037 1,102
Accrued income taxes 3,542 4,472
Other current liabilities 1,127 2,175
------- -------
Total current liabilities 26,573 16,205
Notes payable 130,090 130,074
------- -------
Total liabilities 156,663 146,279
------- -------
Minority interest 3,654 5,255
Redeemable preferred stock (liquidation value
$85,000) (8,500 shares authorized, issued and
outstanding) 38,069 34,955
Stockholders' equity:
Common stock ($.01 par, 24,051 shares authorized,
18,948 shares issued and outstanding) 1 1
Paid-in-capital 51,208 54,322
Cumulative translation adjustment (1,060) (162)
Accumulated deficit (42,626) (23,113)
Total stockholders' equity 7,523 31,048
------- -------
Total liabilities and Stockholders' equity 205,909 217,537
======= =======
See accompanying notes to consolidated financial statements
4
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND
SEPTEMBER 30, 1996
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended September 30 Nine months ended September 30
---------------------------------------- -----------------------------------------
1997 1996 1997 1996
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Cable television revenue 10,390 6,090 26,801 18,115
Operating expenses:
Direct operating expenses 2,416 1,582 7,544 4,826
Selling, general and administrative 7,780 3,238 22,705 6,103
Depreciation and amortization 4,423 2,729 10,946 6,279
Total operating expenses 14,619 7,549 41,195 17,208
Operating (loss) income (4,229) (1,459) (14,394) 907
Interest and investment income 744 65 2,863 288
Interest expense (2,293) (552) (9,880) (2,437)
Foreign currency translation loss (476) (291) (898) (351)
Loss before income taxes and
minority interest (6,254) (2,237) (22,309) (1,593)
Income tax benefit (expense) (246) 2 (358) (1,451)
Minority interest in subsidiary (income) loss (343) 1,116 2,256 1,136
Net loss (6,843) (1,119) (20,411) (1,908)
Preferred stock dividend -- -- -- (1,738)
Excess of carrying amount of preferred stock
over fair value of consideration transferred -- -- -- 3,549
Accretion of redeemable preferred stock (1,086) (956) (3,114) (1,913)
Net loss applicable to common
shareholders ($7,929) ($2,075) ($23,525) ($2,010)
-------- -------- --------- --------
Net loss per share ($418.46) ($109.51) ($1,241.56) ($120.16)
--------- --------- ----------- --------
Weighted average number of common
and common equivalent shares outstanding 18,948 18,948 18,948 16,728
------ ------ ------ ------
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
Cumulative
Common Paid-in Translation Accumulated
Stock Capital Adjustment Defecit TOTAL
- ---------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C> <C> <C> <C>
Balance January 1, 1997 1 $54,322 (162) (23,113) 31,048
Translation adjustment -- -- (898) 898
Net loss -- -- -- (20,411) (20,411)
Accretion of redeemable
Preferred stock -- (3,114) -- -- (3,114)
Balance September 30, 1997 $1 $51,208 ($1,060) ($42,626) $7,523
-- ------- ------- -------- ------
</TABLE>
See accompanying notes to consolidated financial statements
6
<PAGE>
POLAND COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND
NINE MONTHS ENDED SEPTEMBER 30, 1996
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
1997 1996
------------- -------------
Cash flows from operating activities:
Net loss (20,411) (1,908)
Adjustments to reconcile net loss to
net cash (used in) provided by operating
activities:
Minority interest in subsidiary (loss) (2,256) (1,136)
Depreciation and amortization 10,946 6,279
Write off of deferred financing cost 0 1,868
Deferred income tax 0 0
Other 195 0
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable (2,143) (214)
Other current assets (1,170) (2,739)
Accounts payable and accured expenses (703) (2,537)
Deferred compensation 9,425 0
Accrued interest 3,281 0
Amounts due to affiliates (2,513) 1,699
Deferred revenue (102) (259)
Accrued income taxes (930) 5,416
Other current liabilities (1,147) (3,673)
------- -------
Net cash (used in) provided by operating
activities (7,528) 2,796
------- -----
Cash flows from investing activities:
Construction of cable television systems (24,718) (21,298)
Purchase of other capital assets (1,687) (797)
Proceeds from sale of investment securities 25,115 0
Other investments 1,388 (4,381)
Notes receivable from affiliate (4,288) 0
Purchase of subsidiaries, net of cash received (10,834) (1,267)
------- -----
Net cash used in investing activities (15,024) (27,743)
Cash flows from financing activities:
Net proceeds from issuance of stock 0 72,121
Proceeds from notes payable 0 0
Costs to obtain loans (1,306) 0
Repayment of notes payable (750) (8,354)
Repayments to affiliates 0 (37,512)
------- --------
Net cash (used) provided by financing
activities (2,056) 26,255
------- --------
Net (decrease) increase in cash and cash
equivalents (24,608) 1,308
Cash and cash equivalents at beginning of
period 68,483 2,343
------ -----
Cash and cash equivalents at end of period 43,875 3,651
------ -----
Supplemental cash flow information:
Interest paid during the period 6,653 7,953
Income taxes paid during the period 1,589 367
See accompanying notes to consolidated financial statements
7
<PAGE>
POLAND COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
The information furnished by Poland Communications, Inc. ("PCI" or
the "Company") in the accompanying unaudited consolidated balance sheets,
statements of operations, statement of changes in stockholders' equity and
statements of cash flows reflect all adjustments (consisting only of items of a
normal recurring nature) which are, in the opinion of management, necessary
for a fair statement of the Company's consolidated results of operations and
cash flows for the interim periods and the Company's financial position as of
September 30, 1997. The accompanying unaudited consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements as of and for the year ended December 31, 1996. The
interim financial results are not necessarily indicative of the results of the
full year.
1. THE REORGANIZATION
The Company's parent, @Entertainment, Inc.("@ Entertainment"),
completed an initial public offering of stock in the United States and
internationally (the "Offerings") which closed on August 5, 1997. Prior to the
Offerings, all of the holders of shares of PCI's common stock and
@Entertainment entered into a Contribution Agreement dated as of June 22, 1997
(the "Contribution Agreement"). Pursuant to the Contribution Agreement, each
holder of shares of PCI's common stock transferred all of the shares of PCI's
common stock owned by it to @Entertainment. In addition, ECO Holdings III
Limited Partnership ("ECO") transferred all of the outstanding shares of PCI's
voting Series B Preferred Stock (the "PCI Series B Preferred Stock") to
@Entertainment. All of these transfers were designed to qualify as a tax-free
exchange under section 351 of the Internal Revenue Code of 1986, as amended
(the "Share Exchange"). Each holder of PCI's common stock received 1,000
shares of common stock of @Entertainment in exchange for each share of PCI's
common stock transferred by it (the "Capital Adjustment"). ECO also received
an equivalent number of shares of @Entertainment's Series B Preferred Stock
("@Entertainment Series B Preferred Stock") in exchange for its series of PCI
Series B Preferred Stock. The @Entertainment Series B Preferred Stock has
identical rights and preferences to those of the PCI Series B Preferred Stock,
except that the ratio for conversion of such shares into common stock
increased from 1:1.9448 to 1:1,944.8 in order to reflect the Capital
Adjustment. The 2,500 outstanding shares of @Entertainment Series B Preferred
Stock automatically converted into 4,862,000 shares of common stock of
@Entertainment upon the closing of the Offerings (the "Automatic Conversion").
8
<PAGE>
On June 20, 1997, Polish Investments Holding L.P. ("PIHL")
transferred all of the outstanding shares of PCI's Series C Preferred Stock to
an entity owned by certain of the beneficial owners of PIHL and members of
their families (the "Chase Entity"). The Chase Entity, ECO and @Entertainment
entered into a Purchase Agreement dated as of June 22, 1997 (the
"Purchase Agreement"). Among other matters, the Purchase Agreement obligated
@Entertainment, Inc. to purchase all of the outstanding shares of PCI's Series
A Preferred Stock and Series C Preferred Stock for cash from ECO and the Chase
Entity, respectively, at the closing of the Offerings (the "Cash Purchase").
The aggregate purchase price of $60.0 million for PCI's Series A Preferred
Stock and Series C Preferred Stock equals the aggregate redemption price of
such shares as set forth in PCI's certificate of incorporation. The Cash
Purchase occurred shortly after the closing of the Offerings and was funded
with a portion of the net proceeds of the Offerings.
In June 1997, certain employment agreements for the executive
officers of @Entertainment who were employed by PCI and their employee
stock option agreements were assigned to @Entertainment by PCI (the
"Assignment"). As part of the Assignment and the Capital Adjustment, the
employment agreements and employee stock option plans were amended to provide
that each option to purchase a share of PCI's common stock was exchanged for
an option to purchase 1,000 shares of @Entertainment's common stock, with a
proportionate reduction in the per share exercise price.
The Share Exchange, the Capital Adjustment and the Assignment are
collectively referred to as the "Reorganization". As a result of the
Reorganization, @Entertainment owns all of the outstanding shares of voting
stock of PCI.
9
<PAGE>
2.COMMITMENTS
In April 1997, the Company reached an agreement in principle with
Ground Zero Media Sp. z o.o. ("GZM"), a joint venture with Polygram
International, Atomic Entertainment LLP, and Planet 24 Production Limited,
whereby the Company will assume responsibility for selling all advertising to
be aired on Atomic TV for a period of one year commencing April 1997. Atomic
TV is a Polish-language music television channel owned by GZM, which began
satellite broadcasting to Poland on April 7, 1997. Under the terms of the
agreement, the Company has the right to receive all of the funds generated
from advertising sales, and in exchange for such rights, the Company will pay
GZM $4.95 million over the one-year period in equal monthly installments. The
Company, through a wholly-owned subsidiary, owns a 45% interest in GZM. As of
September 30, 1997 the remaining commitment is approximately $2.95 million.
The Company is currently negotiating to acquire two cable television
systems in Poland (the "Acquisitions"). The aggregate consideration to be paid
by PCI in connection with the Acquisitions is expected to be approximately
$18.1 million. The cable systems expected to be acquired serve approximately
60,000 subscribers and have approximately 100,000 homes passed. There can be no
assurance as to the timing of closing of any of the pending Acquisitions or
that the pending Acquisitions will actually be consummated. If both of the
Acquisitions are consummated, the Company estimates that it will spend
approximately $5.5 million within 12 months of the consummation of the
Acquisitions to upgrade the acquired networks to meet PCI's technical
standards. Such upgrading would enable PCI to increase the number of programs
offered, the quality of the transmissions and the operating cost effectiveness
of the acquired networks. However, the Company believes that the networks to
be acquired in the Acquisitions currently meet Polish State Agency of Radio
Communications ("PAR") standards and, accordingly, that the timing and extent
of such upgrades would be subject to the Company's discretion. In the event
that the Acquisitions are consummated, they will be accounted for under the
purchase method in accordance with guidance established within APB Opinion
No. 16.
10
<PAGE>
3. STOCK OPTIONS
The Company granted stock options to certain of its executives in
January, April and June of 1997. These options were assigned to @Entertainment
in the Assignment. As part of the Assignment and the Capital Adjustment, the
employment agreements and employee stock option plans were amended to provide
that each option to purchase a share of PCI's common stock was exchanged for
an option to purchase 1,000 shares of @Entertainment's common stock, with a
proportionate reduction in the per share exercise price.
The exercise prices for these options were substantially below the
initial public offering price of $21 per share for @Entertainment common
stock. Since a portion of the executives time is spent providing services to
the Company, a portion of the stock option costs were allocated to the Company
using what management believes is a reasonable method of allocation. The
Company has recognized approximately $9.4 million of compensation expense
during the nine months ended September 30, 1997 related to these options. The
compensation expense relates to the difference between the exercise price of
the options and their fair market value on the date of grant.
4. OTHER
The Company has incurred certain costs on behalf of @Entertainment
during 1997. As such, a portion of these costs has been allocated to
@Entertainment using a methodology deemed by management to be reasonable and
justified based on each entity's usage.
5. SUBSEQUENT EVENTS
Subsequent to September 30, 1997, the Company and its subsidiaries
have purchased or committed to purchase additional cable television systems for
an aggregate purchase price of $3.1 million. Approximately $2.0 million of this
aggregate purchase price has been paid, in connection with acquisitions that
have been consummated. The remaining $1.1 million of this aggregate purchase
price relates to pending acquisitions for which there can be no assurance as
to the timing of closing or that such acquisitions will actually be
consummated. The consummated acquisitions and the pending acquisitions if they
are consummated will be accounted for under the purchase method in accordance
with guidance established within APB Opinion No. 16.
As the final installment on the purchase of shares of PTK Ryntronik
S.A., the Company paid the former shareholder $530,000 in November 1997.
11
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
ASSETS
Currents assets:
Cash and cash equivalents $3,767 $7,015
Accounts receivable, net of allowances
of $433 for 1997 and $437 for 1996 1,028 706
Other current assets 2,406 1,282
----- -----
Total current assets 7,201 9,003
----- -----
Investment in cable television systems, at cost:
Property, plant and equipment:
Cable television system assets 102,581 84,511
Construction in progress 179 9
Vehicles 1,451 1,095
Other 2,994 2,519
----- -----
Total property, plant and equipment 107,205 88,134
Least accumulated depreciation (25,551) (18,779)
-------- --------
Net property, plant and equipment 81,654 69,355
Inventories for construction 6,632 4,974
Intangibles, net 9,969 10,534
----- ------
Net investment in cable television
systems 98,255 84,863
------ ------
Other investments 0 1,409
Total assets 105,456 95,275
------- ------
See accompanying notes to consolidated financial statements
12
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED BALANCE SHEETS (continued)
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $3,382 $2,685
Deferred revenue 414 823
Other current liabilities 120 9
------- -------
Total current liabilities 3,916 3,517
Due to affiliates 18,521 11,159
Notes payable to affiliates 123,774 107,891
Total liabilities 146,211 122,567
Minority interest 2,226 2,920
Stockholders' equity:
Capital stock ($.50 par, 200,000 shares
authorized, issued and outstanding) 100 100
Cumulative translation adjustment (1,596) (344)
Accumulated deficit (41,485) (29,968)
-------- --------
Total stockholders' equity (42,981) (30,212)
-------- --------
Total liabilities and stockholders' equity 105,456 95,275
------- ------
See accompanying notes to consolidated financial statements
13
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
AND ENDED SEPTEMBER 30, 1996
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended September 30 Nine months ended September 30
----------------------------------------- ---------------------------------------
1997 1996 1997 1996
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Cable television revenue 7,609 5,366 20,989 16,883
Operating expenses:
Direct operating expenses 2,032 1,354 5,567 4,424
Selling, general and administrative 3,795 2,516 12,044 5,285
Depreciation and amortization 2,737 2,536 7,658 6,022
----- ----- ------ ------
Total operating expenses 8,564 6,406 25,269 15,731
----- ----- ------ ------
Operating (loss) income (955) (1,040) (4,280) 1,152
Interest and investment income 41 44 131 131
Interest expense (2,869) (2,497) (8,279) (7,201)
Foreign currency translation loss (477) (440) (1,252) (440)
------- ------- ------- -------
Loss before income taxes and
minority interest (4,260) (3,933) (13,680) (6,358)
Income tax benefit (expense) (74) 2 (179) (161)
Minority interest in subsidiary loss 329 370 1,090 133
------- ------- ------- -------
Net loss (4,005) (3,561) (12,769) (6,386)
Net loss per share ($20.03) $(17.81) $(63.85) $(31.93)
Weighted average number of common
and common equivalent shares outstanding 200,000 200,000 200,000 200,000
------- ------- ------- -------
</TABLE>
See accompanying notes to consolidated financial statements
14
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Common Translation Accumulated
Stock Adjustment Deficit TOTAL
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance January 1, 1997 100 (344) (29,968) (30,212)
Translation adjustment -- (1,252) 1,252 --
Net loss -- -- (12,769) (12,769)
Balance September 30, 1997 100 (1,596) (41,485) (42,981)
</TABLE>
See accompanying notes to consolidated financial statements
15
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(AMOUNTS IN THOUSAND OF U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss (12,769) (6,386)
Adjustments to reconcile net loss to
net cash (used) provided by operating activities:
Minority interest in subsidiary (loss) (1,090) (133)
Depreciation and amortization 7,658 6,022
Other 423 0
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable (322) 55
Other current assets (1,124) (6,552)
Accounts payable 697 (394)
Amounts due to affiliates 0 (2,071)
Deferred revenue (409) (375)
Other current liabilities 111 (202)
------- --------
Net cash (used) provided by operating activities (6,825) (10,036)
------- --------
Cash flows from investing activities:
Construction of cable television systems (20,039) (10,368)
Purchase of other capital assets (1,038) --
Other investments 1,409 331
Notes receivable from affiliate 0 27,757
Purchase of subsidiaries, net of cash received 0 (4,578)
Net cash used by investing activities (19,668) 13,142
------- --------
Cash flows from financing activities:
Proceeds from notes payable affiliates 15,883 --
Increase in due to affiliates 7,362 --
Costs to obtain loans 0 0
Repayment of notes payable 0 (2,834)
------- --------
Net cash provided by financing activities 23,245 (2,834)
------- --------
Net (decrease) increase in cash and cash
equivalents (3,248) 272
Cash and cash equivalents at beginning of period 7,015 2,278
------- --------
Cash and cash equivalents at end of period 3,767 2,550
------- --------
Supplemental cash flow information:
Interest paid during the period 185 7,809
Income taxes paid during the period 202 349
</TABLE>
See accompanying notes to consolidated financial statements
16
<PAGE>
POLAND CABLEVISION (NETHERLANDS) B.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
Financial information is included for Poland Cablevision
(Netherlands) B.V. ("PCBV") as PCBV is a guarantor of PCI's 9 7/8% Senior
Notes Due 2003 and 9 7/8% Series B Senior Notes Due 2003. The information
furnished by PCBV in the accompanying unaudited consolidated balance sheets,
statements of operations, statement of changes in stockholders' equity and
statements of cash flows reflect all adjustments (consisting only of items of
a normal recurring nature) which are, in the opinion of management, necessary
for a fair statement of PCBV's results of operations and cash flows for the
interim periods and financial position as of September 30, 1997. The
accompanying unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of PCBV as of
and for the year ended December 31, 1996. The interim financial results are
not necessarily indicative of results for the full year.
2. SUBSEQUENT EVENTS
Subsequent to September 30, 1997, subsidiaries of PCBV have purchased
or committed to purchase additional cable television systems for an aggregate
purchase price of $2.0 million. Approximately $1.4 million of this aggregate
purchase price has been paid, in connection with acquisitions that have been
consummated. The remaining $0.4 million of this aggregate purchase price
relates to pending acquisitions for which there can be no assurance as to the
timing of closing or that such acquisitions will actually be consummated. The
consummated acquisitions and the pending acquisitions if they are consummated
will be accounted for under the purchase method in accordance with guidance
established within APB Opinion No. 16.
17
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction
with the consolidated financial statements of the Poland Communications, Inc.
("PCI" or the "Company"), including the notes thereto, included herein. The
following discussion contains certain forward-looking statements that involve
risks and uncertainties including without limitation those related to the
consummation of pending and future acquisitions. The Company's actual future
results could differ materially from those discussed herein.
OVERVIEW
The Company is organized based upon its two principal lines of
business: operation of cable television systems in Poland and the creation,
production, development and acquisition of Polish language programming.
Substantially all of the Company's revenue is derived from monthly
subscription fees for cable television services and one-time installation fees
for connection to its cable television networks. The Company charges
subscribers fixed monthly fees for their choice of service tiers and for other
services, such as premium channels, tuner rentals and additional outlets, all
of which are included in monthly subscription fees. The Company currently
offers broadcast, intermediate (in limited areas), and basic tiers of service.
At September 30, 1997, the Company had approximately 1,350,000 homes passed
and approximately 718,000 cable television subscribers of which approximately
78.9% received basic service.
The Company has experienced low churn rates during all years of its
operations. The Company's annual churn rates for 1994, 1995, 1996 and the
first nine months of 1997 were 9.1%, 9.2%, 7.8% and 6.4%, respectively. The
Company's annual churn rates have historically averaged less than 10%. The
Company believes that its churn rates are low because of the Company's
customer care program, the high technical quality of its networks and
desirable program offerings. In addition, the Company benefits from a shortage
of housing in Poland that results in low move-related churn. These churn rates
also reflect a pricing strategy that was designed to keep the Company's profit
margin relatively constant in U.S. Dollar terms in more mature systems and to
increase rates in more recently acquired or rebuilt systems. Since the
beginning of 1997, the Company has adopted a new cable television pricing
strategy designed to maximize revenue per subscriber and achieve real profit
margin increases in U.S. Dollar terms. As a result, the Company expects that
it may experience increases in its churn rate above historical levels during
the implementation of its new pricing strategy across its cable networks.
The Company currently creates, produces, develops and acquires
programming for its two proprietary Polish language channels for distribution
across its cable networks.
18
<PAGE>
ACQUISITIONS
The Company is currently negotiating to acquire two cable television
systems in Poland (the "Acquisitions"). The aggregate consideration to be paid
by the Company in connection with the Acquisitions is expected to be
approximately $18.1 million. The cable systems expected to be acquired serve
approximately 60,000 subscribers and have approximately 100,000 homes passed.
The consummation of the Acquisitions will result in the expansion of the
Company's cable operations within its existing regional clusters. PCI intends
to use a portion of the net proceeds of the offering of its 9-7/8% Senior
Notes Due 2003 (the "Old Notes") issued in October 1996 to consummate these
Acquisitions, although there can be no assurance as to the timing of closing
of any of the pending Acquisitions or that the pending Acquisitions will
actually be consummated. If both of the Acquisitions are consummated, the
Company estimates that it will spend approximately $5.5 million within 12
months of the consummation of the Acquisitions to upgrade the acquired networks
to meet the Company's technical standards. Such upgrading would enable the
Company to increase the number of programs offered, the quality of the
transmissions and the operating cost effectiveness of the acquired networks.
However the Company believes that the networks to be acquired in the
Acquisitions currently meet Polish State Agency of Radio Communications
("PAR") standards and, accordingly, that the timing and extent of such upgrades
would be subject to the Company's discretion.
19
<PAGE>
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 1996
CABLE TELEVISION REVENUE. Revenue increased $4.3 million or 70.5% from $6.1
million in the three months ended September 30, 1996 to $10.4 million in the
three months ended September 30, 1997 and $8.7 million or 48.1% from $18.1
million in the first nine months of 1996 to $26.8 million in the first nine
months of 1997. These increases were primarily attributable to a 70.0% increase
in the number of basic subscribers from approximately 333,000 as of September
30, 1996 to approximately 566,000 as of September 30, 1997. Approximately 69%
of this increase in basic subscribers was the result of acquisitions and the
remainder was due to build-out of the Company's existing cable networks.
Revenue from monthly subscription fees represented 83.4% of cable television
revenues for the three months ended September 30, 1996 and 80.4% for the first
nine months of 1996. Monthly subscription revenue for the three months ended
September 30, 1997 constituted 86.3% of total revenue, while for the nine
months ended September 30, 1997 the percentage was 86.4%. Installation fee
revenue for the three months ended September 30, 1997 decreased by 25.0%
compared to the corresponding quarter in 1996 from $0.8 million to $0.6 and
decreased by 24.0% from $2.5 million in the first nine months of 1996 to $1.9
million in the first nine months of 1997. The Company expects that
installation fees related to new non-premium subscribers will continue to
constitute a declining portion of the Company's revenue. During the three months
ended September 30, 1997, the Company generated approximately $ 293,000 of
additional premium subscription revenue and approximately $76,000 of
additional premium channel installation revenue as a result of providing Home
Box Office ("HBO") programing to its subscribers.
DIRECT OPERATING EXPENSES. Direct operating expenses increased $0.8 million,
or 50.0%, from $1.6 million during the three months ended September 30, 1996
compared to $2.4 million in the three months ended September 30, 1997 and
increased $2.7 million, or 56.3%, from $4.8 million in the first nine months
of 1996 to $7.5 million in the first nine months of 1997, principally as a
result of higher levels of technical personnel and increased maintenance
expenses associated with recently acquired networks which have not yet been
integrated within the Company's systems and standards as well as the increased
size of the Company's cable television system, and costs associated
with the lease of three transponders on the Astra II-E and II-F satellites
(a portion of which has been allocated to @Entertainment using a methodology
deemed by management to be reasonable and justified based on each entity's
usage) which will provide the capability to deliver the Company's Polish
language programming platform to Polish customers through the Company's cable
television systems and through @Entertainment, Inc.'s planned direct-to-home
satellite broadcast system. Direct operating expenses decreased from 26.2% of
revenues in the three months ended September 30, 1996 to 23.1% in the three
months ended September 30, 1997 and increased from 26.5% of revenues for the
first nine months of 1996 to 28.0% of revenues for the first nine months
of 1997.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased $4.6 million from $3.2 million in the three months ended
September 30, 1996 to $7.8 million in the three months ended September 30,
1997 and increased $16.6
20
<PAGE>
million from $6.1 million in the first nine months of 1996 to $22.7 million in
the first nine months of 1997, in part as a result of an increase in sales and
marketing expenses incurred in newly acquired networks, costs associated with
the agreement relating to the sale of advertising on Atomic TV described in
Note 2 to the Company's consolidated financial statements and costs of
launching the distribution of the HBO premium pay movie channel in Poland. In
addition, compensation expense was recorded in the third quarter 1997 of
approximately $2.1 million for options to purchase shares granted to two key
executives. (Such options have been transferred to the Company's parent, @
Entertainment, Inc., as described in Item 5.) Compensation expense also
increased as the Company has established a management team of senior
executives who have significant experience in the cable television and
programming business. As a percentage of revenue, selling, general and
administrative expenses increased from 52.5% for the three months ended
September 30, 1996 to 75.0% for the three months ended September
30, 1997 and 33.7% for the first nine months of 1996 to 84.7% for the first
nine months of 1997. However, without considering the non-cash compensation
expense related to the stock options described above, selling, general and
administrative expenses as a percentage of revenues would have been 49.6% in
the first nine months of 1997.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses rose
$1.7 million, or 63.0%, from $2.7 million to $4.4 million in the three months
ended September 30, 1996 and 1997, respectively, and $4.6 million, or 73.0%,
from $6.3 million in the first nine months of 1996 to $10.9 million in the
first nine months of 1997. These increases are principally as a result of
depreciation of additional cable television assets acquired in connection
with the build-out of the Company's networks and acquisitions. Depreciation
and amortization expenses as a percentage of revenues decreased from 44.3% in
the three months ended September 30, 1996 to 42.3% in the corresponding period
in 1997 and increased from 34.8% in the first nine months of 1996 to 40.7%
in the first nine months of 1997.
INTEREST EXPENSE. Interest expense increased $1.7 million from $0.6 million in
the three months ended September 30, 1996 to $2.3 million in the three months
ended September 30, 1997 and $7.5 million from $2.4 million in the first nine
months of 1996 to $9.9 million in the first nine months in 1997 primarily due
to the issuance of $130 million aggregate principal amount of Old Notes in
October 1996.
INTEREST AND INVESTMENT INCOME. Interest and investment income increased $2.6
million from $0.3 million in the first nine months of 1996 to $2.9 million in
the first nine months of 1997, primarily due to the interest and investment
income derived from the investment of a portion of the proceeds from the
issuance of Old Notes in October 1996.
FOREIGN CURRENCY TRANSLATION LOSS. Foreign currency translation loss increased
$0.2 million from $0.3 million in the three months ended September 30,
1996 to $0.5 million in the three months ended September 30, 1997. For
the first nine months of 1997 foreign currency transaction loss amounted to
$0.9 million, as compared to $0.4 million for the first nine months of 1996
primarily due to
21
<PAGE>
increased assets subject to translation during the 1997 period resulting from
the growth of the Company and less favorable exchange rate fluctuations.
MINORITY INTEREST IN SUBSIDIARY (INCOME) LOSS. Minority interest in subsidiary
income was $(0.3) million for the three months ended September 30, 1997, and
minority interest in subsidiary loss was $2.3 million for the first nine
months of 1997, resulting from loss incurred in two minority-owned
subsidiaries, compared to minority interest in subsidiary loss of $1.1 million
for the three months ended September 30, 1996 and $1.1 million for the first
nine months of 1996.
NET LOSS. During the three months ended September 30, 1996, the Company
incurred net loss of $1.1 million compared to a net loss of $6.8 million
incurred during the three months ended September 30, 1997. For the first nine
months of 1996 and 1997, the Company had net losses of $1.9 million and
$20.4 million, respectively. These losses and income were the result of the
factors discussed above.
EBITDA. EBITDA decreased by $1.2 million, from $7.2 million for the first nine
months of 1996 to $6.0 million for the first nine months of 1997. EBITDA
consists of net income (loss) as measured by U.S. GAAP adjusted for interest
and investment income, depreciation and amortization, interest expense,
foreign currency translation gains and losses, income taxes, extraordinary
items, non-recurring items, gains and losses from the sale of assets other
than in the normal course of business and minority interest in subsidiary
income and loss. The Company believes that EBITDA and related measures of cash
flow from operating activities serve as important financial indicators in
measuring and comparing the operating performance of cable television
companies. EBITDA is not intended to represent cash flow from operations under
U.S. GAAP and should not be considered as an alternative to net income (loss)
as an indicator of the Company's operating performance or cash flows from
operations as a measure of liquidity. The Company treats the $9.4 million
non-cash compensation expense relating to the grant of stock options in the
first nine months of 1997 as a non-recurring item as such options were
transferred to its parent and it expects that future grants of stock options
will not give rise to compensation expense.
22
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company has met its cash requirements in recent years primarily
with (i) capital contributions and loans from equity investors, (ii)
borrowings under available credit facilities and (iii) cash flow from
operations. In addition, in October 1996 PCI sold $130 million aggregate
principal amount of the Old Notes. The Company had negative cash flow from
operating activities for the first nine months of 1997 of $5.9 million due
to the Company's net loss.
PCI has entered into an agreement with Amerbank, which provides for a
credit facility of approximately $6.5 million. Funds are available under the
credit agreement through December 31, 1998 and interest, based on LIBOR plus
3%, is due quarterly. All advances under the loan must be repaid by August 20,
1999. As of the date hereof, there is no amount outstanding under this
facility. PCI will be able to utilize this facility for future borrowings.
On October 31, 1996, $130 million aggregate principal amount of Old
Notes were sold by PCI to the initial purchaser pursuant to a purchase
agreement. The initial purchaser subsequently completed a private placement of
the Old Notes. In June 1997, substantially all of the outstanding Old
Notes were exchanged for an equal aggregate principal amount of
publicly-registered notes. Both the Old Notes and the publicly-registered
notes (collectively, the "Notes") were issued pursuant to the Indenture dated
as of October 31, 1996 between PCI and State Street Bank & Trust Company,
trustee (the "Indenture").
Pursuant to the Indenture, PCI is subject to certain covenants,
including without limitation, covenants with respect to the following
matters: (i) limitation on additional indebtedness; (ii) limitation on
restricted payments; (iii) limitation on issuance and sales of capital stock
and subsidiaries; (iv) limitation on transactions with affiliates; (v)
limitation on liens; (vi) limitation on guarantees of indebtedness by
subsidiaries; (vii) purchase of Notes upon a change of control; (viii)
limitation on sales of assets; (ix) limitation on dividends and other payment
restrictions affecting subsidiaries; (x) limitation on investments in
unrestricted subsidiaries; (xi) limitations on lines of business; and (xii)
provision of financial statements and reports. Pursuant to the AmerBank credit
facility, PCI is subject to certain informational and notice requirements but
is not subject to restrictive covenants. PCI is in compliance with all
covenants in the Indenture.
As a result of the offering of the Old Notes, the Company incurred
substantial debt. At September 30, 1997, the Company had, on consolidated
basis, approximately $130.1 million in principal amount of indebtedness
outstanding, net of discount.
Since the commencement of its operations in 1990, the Company has
required external funds to finance the build-out of its existing networks and
to finance acquisitions of new cable television networks. Prior to the
Reorganization described in Item 5, the Company had relied on the equity
investments and loans from stockholders and their affiliates and borrowings
under available credit facilities to provide the funding for these activities.
The Company does not expect that its former stockholders and their affiliates
will
23
<PAGE>
continue to make capital contributions and loans to the Company. There can be
no assurance that the Company's parent, @Entertainment, Inc., will make capital
contributions and loans to the Company.
Cash used for the build-out of the Company's cable television
networks was $24.7 million in the first nine months of 1997. The Company
expects that the rebuild program for the Katowice regional cluster will be
completed in 1997 at an additional cost of approximately $1.0 million. Other
than the Katowice upgrade, the Company is not obligated to make any system
upgrades in 1997 or in 1998. However, the Company intends to continue to
acquire additional cable systems, upgrade its cable networks and increase its
programming capacity.
The Company is currently negotiating to acquire two cable television
systems in Poland. The aggregate consideration to be paid by the Company in
connection with the Acquisitions is expected to be approximately $18.1
million. The cable systems expected to be acquired serve approximately 60,000
subscribers and have approximately 100,000 homes passed. There can be no
assurance as to the timing of closing of any of the pending Acquisitions or
that the pending Acquisitions will actually be consummated. If both of the
Acquisitions are consummated, the Company estimates that it will spend
approximately $5.5 million within 12 months of the consummation of the
Acquisitions to upgrade the acquired networks to meet the Company's technical
standards. Such upgrading would enable the Company to increase the number of
programs offered, the quality of the transmissions and the operating cost
effectiveness of the acquired networks. However the Company believes that the
networks to be acquired in the Acquisitions currently meet PAR standards and,
accordingly, that the timing and extent of such upgrades would be subject to
the Company's discretion.
In April 1997, the Company reached an agreement in principle with
Ground Zero Media Sp. z o.o. ("GZM"), a joint venture with Polygram
International, Atomic Entertainment LLP, and Planet 24 Production Limited,
whereby the Company will assume responsibility for selling all advertising to
be aired on Atomic TV for a period of one year commencing April 1997. Atomic
TV is a Polish-language music television channel owned by GZM, which began
satellite broadcasting to Poland on April 7, 1997. Under the terms of the
agreement, the Company has the right to receive all of the funds generated
from advertising sales, and in exchange for such rights, the Company will pay
GZM $4.95 million over the one-year period in equal monthly installments. The
Company, through a wholly-owned subsidiary, owns a 45% interest in GZM. As of
September 30, 1997 the remaining commitment is approximately $2.95 million.
INFLATION AND CURRENCY EXCHANGE FLUCTUATIONS
Since 1989, Poland has experienced high levels of inflation and
significant fluctuation in the exchange rate for the zloty. The Polish
government has adopted policies that slowed the annual rate of inflation from
approximately 250% in 1990 to approximately 20% in 1996. In the first nine
months of 1997, Poland had inflation of 9.55%. A substantial portion of the
Company's operating expenses and capital expenditures are, and are expected to
be, denominated in zloty and tend to increase with inflation. The exchange rate
for the zloty has stabilized and the rate of devaluation of the zloty has
decreased since 1991. However, the zloty exchange rate and rate of devaluation
have increased in the first nine months of 1997. The zloty per U.S. Dollar
exchange rate quoted at noon by the National Bank of Poland was 2.8755, 3.0760
and 3.4170 for December 31, 1996, March 31, 1997 and September 30, 1997,
respectively. Inflation and currency exchange fluctuations have had, and may
continue to have, an effect on the financial condition and results of
operations of the Company.
Substantially all of the Company's debt obligations and certain of the
Company's operating expenses and capital expenditure are, and are expected to
continue to be, denominated in or indexed to U.S. Dollars. By contrast,
substantially all of the Company's revenues are denominated in zloty. Any
devaluation of the zloty against the U.S. Dollar that the Company is unable to
offset through price adjustments will require the Company to use a larger
portion of its revenues to service its U.S. Dollar-denominated obligations.
While the Company may consider entering into transactins to hedge the risk of
exchange rate fluctuations, it is unlikely that the Company will be able to
obtain hedging arrangements on commercially satisfactory terms. Accordingly,
shifts in currency exchange rates may have an adverse effect on the ability of
the Company to service its U.S. Dollar-denominated obligations and, thus, on
the Company's financial condition and results of operations.
IMPACT OF NEW ACCOUNTING STANDARDS NOT YET ADOPTED
FINANCIAL ACCOUNTING STANDARD NO. 128 This statement provides new accounting
and reporting standards for earnings per share. It will replace the currently
used primary and fully diluted earnings per share with basic and diluted
earnings per share. Basic earnings per share excludes dilution and is computed
by dividing income available to common shareholders by weighted average number
of common shares outstanding for the period. Diluted earnings per share
represents the potential dilution that could occur if all stock options and
other stock-based awards, as well as convertible securities, were exercised
and converted into common stock if their effect is dilutive. This statement,
effective for year-end 1997 financial statements, requires that prior period
earnings per share data be restated. The Company does not expect adoption of
this statement to have a material impact on earnings per common share amounts.
FINANCIAL ACCOUNTING STANDARD NO. 130 Reporting Comprehensive Income, was
issued in June 1997 and establishes standards for the reporting and
presentation of comprehensive income and its components in a full set of
financial statements. Comprehensive income encompasses all changes in
shareholders' equity (except those arising from transactions with owners) and
includes net income, net unrealized capital gains or losses on available for
sale securities and foreign currency translation adjustments. As this new
standard only requires additional information in financial statements, it will
not affect the Company's financial position or results of operations,
FAS No. 130 is effective for fiscal years beginning after December 15, 1997,
with earlier application permitted. The Company is currently evaluating the
presentation alternatives permitted by the statement.
FINANCIAL ACCOUNTING STANDARD NO. 131 Disclosures about Segment of an
Enterprise and Related information, was issued in June 1997 and establishes
standards for the reporting of information relating to operating segments in
annual financial statements, as well as disclosure of selected information in
interim financial reports. This statement supersedes FAS No. 14, Financial
Reporting for Segments of a Business Enterprise, which requires reporting
segment information by industry and geographic area (industry approach). Under
FAS No. 131, operating segments are defined as components of a company for which
separate financial information is available and used by management to allocate
resources and assess performance (management approach). This statement is
effective for year-end 1998 financial statements. Interim financial information
will be required beginning in 1999 (with comparative 1998 information). The
Company does not anticipate that this standard will significantly impact the
composition of its current operating segments, which are consistent with the
management approach.
24
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
PART II OTHER INFORMATION
ITEM 5. OTHER INFORMATION:
The Company's parent, @Entertainment ("@Entertainment"), completed an
initial public offering of stock in the United states and internationally (the
"Offerings") which closed on August 5, 1997. Prior to the Offerings, all the
holders of shares of PCI's common stock and @Entertainment entered into a
Contribution Agreement dated as of June 22, 1997 (the "Contribution
Agreement"). Pursuant to the Contribution Agreement, each holder of shares of
PCI's common stock transferred all shares of PCI's common stock owned by it to
@Entertainment, Inc. In addition, ECO Holdings III Limited Partnership ("ECO")
transferred all of the outstanding shares of PCI's voting Series B Preferred
Stock (the "PCI Series B Preferred Stock") to @Entertainment, Inc. All of
these transfers were designed to qualify as a tax-free exchange under section
351 of the Internal Revenue Code of 1986, as amended (the "Share Exchange").
Each holder of PCI's common stock received 1,000 shares of common stock of
@Entertainment, Inc. in exchange for each share of PCI's common stock
transferred by it (the "Capital Adjustment"). ECO also received an equivalent
number of shares of @Entertainment, Inc.'s Series B Preferred Stock
("@Entertainment Series B Preferred Stock) in exchange for its series of PCI
Series B Preferred Stock. The @Entertainment Series B Preferred Stock has
identical rights and preferences to those of the PCI Series B Preferred Stock,
except that the ratio for conversion of such shares into common stock
increased from 1:1.9448 to 1:1,944.8 in order to reflect the Capital
Adjustment. The 2,500 outstanding shares of @Entertainment Series B Preferred
Stock automatically converted into 4,862,000 shares of Common Stock of
@Entertainment, Inc. upon the closing of the Offerings (the "Automatic
Conversion").
On June 20, 1997, Polish Investments Holding L.P. ("PIHL")
transferred all of the outstanding shares of PCI's Series C Preferred Stock to
an entity owned by certain of the beneficial owners of PIHL and members of
their families (the "Chase Entity"). The Chase Entity, ECO and @Entertainment,
Inc. entered into a Purchase Agreement dated as of June 22, 1997 (the
"Purchase Agreement"). Among other matters, the Purchase Agreement obligated
@Entertainment, Inc. to purchase all of the outstanding shares of PCI's Series
A Preferred Stock and Series C Preferred Stock for cash from ECO and the Chase
Entity, respectively, at the closing of the Offerings (the "Cash Purchase").
The aggregate purchase price of $60.0 million for PCI's Series A Preferred
Stock and Series C Preferred Stock equaled the aggregate redemption price of
such shares as set forth in PCI's certificate of incorporation. The Cash
Purchase occurred shortly after the closing of the Offerings and was funded
with a portion of the net proceeds of the Offerings.
25
<PAGE>
In June 1997, certain employment agreements for the executive
officers of @Entertainment, who were employed by PCI and their employee
stock option agreements were assigned to @Entertainment by PCI (the
"Assignment"). As part of the Assignment and the Capital Adjustment, the
employment agreements and employee stock option agreements were amended to
provide that each option to purchase a share of PCI's common stock was
exchanged for an option to purchase 1,000 shares of @Entertainment Common
Stock, with a proportionate reduction in the per share exercise price.
The Share Exchange, the Capital Adjustment and the Assignment are
collectively referred to as the "Reorganization". As a result of the
Reorganization, @Entertainment, owns all of the outstanding shares of voting
stock of PCI.
26
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the third quarter
of 1997.
27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POLAND COMMUNICATIONS, INC.
By: /s/ Robert E. Fowler III
--------------------------------------
Robert E. Fowler III
Chief Executive Officer
By: /s/ John S. Frelas
--------------------------------------
John S. Frelas
Chief Financial Officer and Treasurer
Date:November 14, 1997
28
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<PAGE>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 43,875
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