SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES
EXCHANGE ACT OF 1934 or
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 000-25471
ANTENNA TV ANhNYMOk ETAIPEIA
(Exact name of Registrant as specified in its charter)
ANTENNA TV S.A.
(Translation of Registrant's name into English)
Prefecture of Athens Attica, Hellenic Republic
(Jurisdiction of incorporation or organization)
Kifissias Avenue 10-12, Maroussi 151 25, Athens, Greece
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
----
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Shares of capital stock, nominal value GRD 100 per share
--------------------------------------------------------
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
----
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of March 30, 1999.
Title of class
Shares of capital stock...............................................19,849,440
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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 [ ]
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 [ ] Item 18 [X]
<PAGE>
Table of Contents
Page
PART I
Item 1. Description of Business.........................................3
Item 2. Description of Property........................................23
Item 3. Legal Proceedings..............................................23
Item 4. Control of Registrant..........................................23
Item 5. Nature of Trading Market.......................................24
Item 6. Exchange Controls and Other Limitations Affecting
Security Holders...............................................25
Item 7. Taxation.......................................................25
Item 8. Selected Financial Data........................................35
Item 9. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................38
Item 9A. Quantitative and Qualitative Disclosures About Market Risk.....46
Item 10. Directors and Officers of Registrant...........................49
Item 11. Compensation of Directors and Executive Officers...............52
Item 12. Options to Purchase Securities from Registrant or
Subsidiaries...................................................52
Item 13. Interest of Management in Certain Transactions.................52
PART II
Item 14. Description of Securities to Be Registered.....................55
PART III
Item 15. Defaults upon Senior Securities................................55
Item 16. Changes in Securities, Changes in Security for
Registered Securities and Use of Proceeds......................55
PART IV
Item 17. Financial Statements...........................................56
Item 18. Financial Statements...........................................56
Item 19. Financial Statements and Exhibits..............................56
Signatures..................................................................S-1
i
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INTRODUCTION
As used herein, except as the context otherwise requires, the term
"Company" or "Antenna" refers to Antenna TV S.A. and the term "directors" refers
to the Company's Board of Directors.
The Company publishes its financial statements in Greek drachmae
("drachmae" or "GRD"). This Annual Report on Form 20-F presents translations
into United States dollars ("U.S. dollars," "dollars" or "$") of certain drachma
amounts at the noon buying rate in New York City for cable transfers in foreign
currencies, as certified for customs purposes by the Federal Reserve Bank of New
York (the "Noon Buying Rate") on December 31, 1998, of $1.00 = GRD 279.90
(0.3573 cents per drachma). On March 29, 1999, the Noon Buying Rate was $1.00 =
GRD 304.50 (0.3284 cents per drachma). No representation is made that drachmae
have been, could have been or could be converted into dollars at the rates
indicated or any other rate. For information regarding rates of exchange between
GRD and US dollars from 1994 to the present, see "Item 8. Selected Financial
Data--Exchange Rates."
The Company's financial statements have been prepared in accordance
with U.S. generally accepted accounting principles ("U.S. GAAP"). The Company
maintains its accounting records and publishes its statutory financial
statements in accordance with Greek tax and corporate regulations. For purposes
of preparing the financial statements for inclusion in this Annual Report on
Form 20-F, certain adjustments have been made to these records to prepare the
financial statements and other financial information herein in accordance with
U.S. GAAP. In 1995, the Company changed its fiscal year-end from June 30 to
December 31.
On February 12, 1999, the Company filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form F-1 (Registration No. 333-72247) under the Securities Act of 1933, as
amended, with respect to the initial public offering (the "Offering") of
3,850,000 shares of its capital stock, nominal value GRD 100 per share (the
"Shares"), in the form of American Depositary Shares ("ADSs"), each ADS
representing one half of one Share. On March 4, 1999, the Company completed the
Offering. The ADSs were issued pursuant to a Deposit Agreement (the "Deposit
Agreement"), dated as of March 9, 1999, by and between the Company, The Bank of
New York, as depositary (the "Depositary"), and the owners of American
Depositary Receipts ("ADRs") representing the ADSs and holders from time to time
of ADRs issued thereunder.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made in
this Annual Report. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of the words or phrases such
as "will likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans," "projection" and "outlook") are not historical
facts and may be forward-looking and, accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements.
Accordingly, any such statements are qualified in their entirety by reference
to, and are accompanied by, the factors discussed throughout this Annual Report.
Among the key factors that have a direct bearing on the Company's results of
operations are the ability of the Company to successfully implement its growth
and operating strategies; changes in economic cycles; competition from other
broadcast companies and media; fluctuation of exchange rates; and changes in the
laws
<PAGE>
and government regulations applicable to the Company or the interpretation or
enforcement thereof. These and other factors are discussed herein under "Item 1.
Business," "Item 9. Management's Discussion and Analysis of Financial Condition
and Results of Operations" and elsewhere in this Annual Report.
The Company's principal corporate offices are located at Kifissias
Avenue 10-12, Maroussi 151 25, Athens, Greece and its telephone number is (30-1)
688-6100.
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PART I
Item 1. DESCRIPTION OF BUSINESS.
The Company
The Company, a Greek societe anonyme, owns and operates ANTENNA TV,
which is one of the leading television broadcast networks and producers of
television programming in Greece. Among Greek television networks, Antenna has
the leading share of television advertising revenues and a leading position in
terms of ratings and audience share. Antenna's position has been achieved
through an emphasis on quality and innovative programming that appeals to a
variety of audience segments representing a broad cross-section of the Greek
population and enjoys strong brand recognition. Antenna operates 24 hours a day,
seven days a week through a network of approximately 450 transmission towers and
relay stations located throughout Greece. The Company provides over-the-air
television broadcasting services and its broadcasts reach approximately 99% of
Greece's 3.2 million television households, thereby accessing an audience of
approximately 10.3 million people. Antenna's broadcast signal can also be
received in parts of Greece's neighboring countries, including Albania,
Bulgaria, the Former Yugoslav Republic of Macedonia, new Yugoslavia (Serbia and
Montenegro), Turkey and Romania. The Company, which was founded by Mr. Minos
Kyriakou, its current Chairman and Chief Executive Officer, commenced operations
in December 1989 shortly after the introduction of private commercial television
in Greece.
Programming
The Company has positioned its broadcasting channel as a general
audience programmer, offering a full range of programming including national and
international news programs, talk shows and current affairs programs, foreign
and Greek dramas, situation comedies, soap operas, sporting events, variety
shows, game shows, Greek films and foreign feature films. Since its launch,
Antenna has been, and expects to continue to be, a market innovator in Greek
program formats and scheduling. Antenna was the first network in Greece to
introduce an entertainment and news program in the early evening (in 1990),
daytime talk shows dedicated to contemporary social issues (also in 1990), a
morning talk show (in 1991) and 24-hour programming coincident with the outbreak
of the Gulf War (also in 1991). These formats are now standard in the Greek
market. Antenna was also the first television network in Greece to produce, and
is currently the only such network to consistently produce, its own soap operas.
In 1998, approximately 70% of Antenna's weekly, prime time programming (9:00
p.m.-11:00 p.m.) and approximately 77% of programming aired between 7:00 a.m.
and 1:00 a.m. (based on hours broadcast) was produced by Antenna. The balance
was acquired by Antenna from a variety of suppliers, principally U.S. studios
and programming distributors.
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The following table sets forth a breakdown of Antenna's own programming
and of acquired programming for 1997 and 1998 aired between 7:00 a.m. and 1:00
a.m.:
Own Programming:
<TABLE>
<CAPTION>
1997 1998
---- ----
Yearly Yearly
Hours Hours
Type of Program Broadcast Percentage Broadcast Percentage
- --------------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
News ......................................................................... 730 13.2% 748 14.2%
Talk shows and current affairs ............................................... 1,267 22.9 1,155 21.9
Greek prime time dramas, situation comedies and soap operas .................. 770 13.9 926 17.6
Sports programs and live sporting events ..................................... 267 4.8 190 3.6
Variety shows ................................................................ 1,064 19.2 645 12.2
Game shows ................................................................... 135 2.4 149 2.8
Other ........................................................................ 87 1.6 257 4.8
----- ----- ----- -----
Total own programming .................................................... 4,320 78.0% 4,070 77.1%
----- ----- ----- -----
Acquired Programming:
Type of Program
Foreign series ............................................................... 369 6.7% 326 6.2%
Children's programming ....................................................... 326 5.9 370 7.0
Foreign movies ............................................................... 257 4.6 193 3.7
Greek movies ................................................................. 264 4.8 317 6.0
----- ----- ----- -----
Total acquired programming ............................................... 1,216 22.0% 1,206 22.9%
----- ----- ----- -----
Total ................................................................ 5,536 100.0% 5,276 100.0%
----- ----- ----- -----
</TABLE>
During the past few years, the Company has invested significantly in
the development of its programming library. The programming library represents
approximately 32,670 hours of own programming and 4,138 of acquired programming.
The Company continues to derive revenue from the airing of this programming,
either through reruns or the distribution and syndication of such programming
outside Greece. As of December 31, 1998, 47% of its programming library was
fully amortized.
Programming Produced by Antenna
The Company produces a variety of programs including news programs,
talk shows and current affairs programs, dramas, situation comedies, soap
operas, sports programs, variety shows and game shows. In 1998, Antenna produced
all of its ten most highly rated, regularly scheduled weekday programs and its
ten most highly rated, regularly scheduled weekday prime time programs.
Programs produced by Antenna are produced either directly by Antenna at
its own facilities (approximately 80%) or under contract with third-party
production companies that provide Antenna with production facilities and
equipment (approximately 20%). In both cases, Antenna uses its own employees or
hires part-time personnel (including screenwriters, actors, producers and
directors) for substantially all of its production needs. Sub-contracting with
third-party production companies provides Antenna with additional production
facilities when needed, thereby reducing the fixed cost base which would be
required to maintain additional production facilities that may not be fully
utilized on a daily basis. The majority of programming produced at Antenna's own
facilities consists of news, current affairs and talk shows that are broadcast
live, as well as soap operas and variety shows. Programming produced under
contract includes dramas, situation comedies and game shows.
The Company intends to continue to produce a substantial portion of its
own programming as part of its strategy to increase audience share and attract
viewers from the demographic groups that are most attractive to advertisers and
to provide programming for foreign distribution. The
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Company's on-going efforts to ensure high quality, popular programming include a
wide range of initiatives with regard to marketing, personnel and production.
With the aid of professional research companies, the Company uses audience focus
groups in determining which programs to broadcast and when. The Company carries
out a number of projects with such focus groups to ascertain general market
trends and the popularity of television personalities, and to test pilot
programs to determine their viability prior to committing significant financial
and other resources. Antenna places great emphasis on attracting and retaining
leading television scriptwriters, producers, directors, actors, game-show hosts,
journalists and newscasters through negotiated employment contracts, attractive
compensation packages, high quality programs and production facilities, active
publicity in support of talent and the recognized brand-name of Antenna. Current
initiatives to improve the technical quality and reduce operating costs related
to Antenna's program production include enhancements to the Company's filming
and editing facilities, investment in digital production, news gathering and
transmission equipment and the acquisition of new offices and studios.
News. Antenna's news programming includes news broadcasts in the
morning, afternoon, early evening, prime time and late-night time slots. Antenna
places great emphasis on producing news programs that will be viewed as the
authoritative source in terms of accuracy and objectivity, and strives to be the
first to report breaking news stories. Antenna's news programs consistently have
drawn the highest average audience shares in the market. Since 1990, Antenna has
been the principal contributor from Greece to CNN for news relating to Greece, a
regular contributor to CNN's Sunday World Report and a contributor of news feeds
relating to areas outside of Greece, such as the Balkans. In addition, the
Company undertakes indepth analysis and investigative reporting to produce
high-profile news stories and documentaries concerning historical events and
contemporary issues of interest to its target audience and of significant
archive value.
The Company maintains eight external news gathering (ENG) crews in
Athens, and approximately nine in other major cities in Greece, as part of its
news-gathering operation. The Company can rapidly deploy additional ENG crews in
response to particularly newsworthy events. Antenna has permanent news
correspondents stationed in London, Brussels, Moscow, New York, Washington,
D.C., Sydney, Bonn, Rome, Belgrade, Paris, and Nicosia, as well as a network of
20 correspondents throughout Greece and five correspondents in Thessolaniki.
The Company is a member of the European Association of Private
Television ("ACT"), a European Union ("EU") lobbying organization representing
Europe's leading private television networks. The Company is also a founding
member and the only Greek partner of ENEX, an organization established for the
gathering and exchange of news among Europe's leading private television
networks. ENEX, whose members include ITV (UK), TF1 (France), RTL/CLT
(Luxembourg), SAT1 (Germany), Telecinco (Spain) and Fininvest (Italy), is the
private commercial counterpart to the European Broadcast Union, which performs
similar news gathering and exchange functions for state-owned networks in
Europe. Membership helps the Company contain the cost of news production. The
Company intends to strengthen existing arrangements with leading networks such
as CBS, CNN, World Television Network (WTN) and other international media
companies.
Talk Shows and Current Affairs. Antenna provides commentary on various
contemporary topics through its live talk shows and current affairs programs.
Talk shows include the highly rated daily morning talk show (Kalimera Ellada
(Good Morning Greece)) and a daily afternoon talk show (Epitelous Mazi (Finally
Together)), the latter of which holds the record for daytime audience share and
rating. Each of these daytime talk shows is hosted by a well-known television
personality and focuses on contemporary social issues. Current affairs programs
include a weekly late night talk show (E Ora Tis Alithias (The Moment of
Truth)), which focuses on social issues and current domestic and international
political issues; a weekly show focusing on celebrity news; a weekly cinema news
and
5
<PAGE>
review show; and a Sunday talk show hosted by a newscaster with television,
music, sports and other celebrity guests.
Variety Shows. The Company produces various daily and weekly variety
shows generally hosted by popular entertainers. These include Proinos Kafes
(Morning Coffee), Mazi Tin Kiriaki (Together on Sunday), and Katse Kala
(Behave). Such shows typically feature games, interviews, and singing, dancing
and other light entertainment. Morning Coffee, a three and one half-hour program
aired daily on weekdays, has been an integral part of Antenna's line-up since
1990 and is the highest rated show during its day part.
Greek Prime-Time Dramas, Situation Comedies, Comedy Programs and Soap
Operas. The Company produces a variety of weekly drama series, a number of
situation comedies and a weekly comedy program (Aman (Enough)), a satire of
current events popular among young adults. The Company currently produces two
Greek soap operas, the highly rated Kalimera Zoe (New Life) and Lampsi (Reaching
for the Light). These two daily soap operas are produced at the Company's two
largest studios. The Company films two episodes daily on eight-hour shifts,
typically with 500 half- hour episodes being produced each year. Antenna's soap
operas have consistently been among Greece's 20 highest rated television shows.
As of February 1, 1999, New Life had filmed 1,300 episodes and Reaching for the
Light had filmed 1,836 episodes.
Sports Programs and Live Sporting Events. The Company airs a variety of
sporting events, such as basketball games and track and field events. During the
next four years, the Company has the rights to broadcast the six games of the
Golden League, a worldwide track and field competition under the auspices of the
International Amateur Athletic Federation. The Company also has the exclusive
rights, during the next two years, to broadcast the games of the Greek
Basketball Cup (seven games in the 1998-1999 season and nine games in the
1999-2000 season) and the national basketball team of Greece (five games in each
of the next two years).
Game Shows. The Company produces a highly rated daily trivia quiz show
(Deka me Tono (Fifteen to One)) and a game show broadcast on Saturdays. The
production costs of Fifteen to One are partially subsidized by an advertiser. In
November 1997, the Company introduced Super Game, a daily, three-minute live
game show in which viewers compete for prizes, which is produced in cooperation
with Audiotex S.A. ("Audiotex"). Also in November 1997, the Company began airing
Joker, a five-minute combination game show/variety program subsidized by the
Greek national lottery (one of the larger advertisers in Greece), which features
entertainment and the live drawings of one of the lotteries organized and
sponsored by the Greek national lottery. In October 1998, the Company began
airing Andres Eteme Gia Ola (Man to Man), a weekend game and variety show and
Kolete (Best Friends), a game show targeting younger audiences.
Other. Antenna began producing made-for-television movies in 1994. The
Company seeks to ensure the success of such movies and further enhance the
brand-name appeal of its programming by producing movies based on its most
popular drama series. Among others, the Company has capitalized on the success
of two of its popular action series (Tmima Ethon (Vice Squad) and Anatomia enos
Eglimatos (Thou Shalt Not Kill)) by producing 17 movies based on these series.
These movies, which are rerun periodically, create a profitable continuing
source of revenue for the Company. Antenna is the only Greek television network
that has produced such movies.
Special events programming includes exclusive broadcast rights to the
Greek beauty pageant, which currently holds two events annually (Miss Greece and
Miss Young). The Company also produces special programs for Christmas, Easter,
political elections and other major events, including the Greek music awards.
Antenna also produces documentaries on a number of contemporary, historical and
cultural subjects.
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<PAGE>
Antenna is also a member of the Permanent Conference of Mediterranean
Audiovisual Operators, a 34-member group of networks from 27 countries in the
Mediterranean region that address co-production and other issues relevant to the
audiovisual industry.
Acquired Programming
Antenna purchases programming, consisting principally of content
produced in the United States, from approximately 54 suppliers, including
MGM/UA, Paramount, Columbia TriStar, Warner Brothers, Turner Entertainment, ABC,
NBC and CBS. Antenna's acquired programming includes Greek and foreign feature
films, television series, children's programming, game show formats and CBS news
broadcasts.
Acquired programming is licensed directly from suppliers or from Greek
distributors, in each case pursuant to separately negotiated agreements, the
terms of which vary. Generally, Antenna acquires rights to broadcast the
respective programs via television in Greece within a specified time period.
Antenna arranges for Greek subtitles, which are preferred by Greek audiences to
Greek language dubbing, to be added to acquired programming (other than
children's programming).
Scheduling
Antenna's scheduling is based on the following key time slots: weekday
mornings (7:00 a.m.- 1:30 p.m.), weekday afternoons (1:30 p.m.-6:00 p.m.),
weekday evenings (6:00 p.m.-9:00 p.m.), weekday prime time (9:00 p.m.-11:00
p.m.), weekday late evenings (11:00 p.m.-1:00 a.m.) and weekends. Antenna is the
only Greek network broadcasting live for more than six consecutive hours, from
7:00 a.m. until 1:30 p.m. The following table summarizes Antenna's weekday
programming for the 1999 mid-season:
<TABLE>
<CAPTION>
Time Name Program Type
- ---------------------- ------------------------------------- -----------------------------------------
<S> <C> <C>
7:00a.m.-10:00 a.m. Kalimera Ellada (Good Morning Greece) A live, current-affairs morning
magazine, hosted by a well-known
journalist.
10:00 a.m.-1:30 p.m. Proinos Kafes (Morning Coffee) A live, morning variety show.
11:00 a.m.-11:05 a.m. News Headlines.
1:30 p.m.-2:00 p.m. Reruns of Greek situation comedies.
2:00 p.m.-2:40 p.m. News National and international news, special
reports, sports and weather.
2:40 p.m.-3:50 p.m. Reruns of Greek situation comedies.
3:50 p.m.-4:00 p.m. Super Game Live game show, produced in cooperation
with Audiotex.
4:00 p.m.-4:50 p.m. The Young and the Restless U.S. soap opera.
4:50 p.m.-5:40 p.m. Deka me Tono (Fifteen to One) Daily quiz game show.
5:30 p.m.-5:40 p.m. News Headlines.
5:40 p.m.-6:20 p.m. Kalimera Zoe (New Life) Daily Greek soap opera.
6:20 p.m.-7:15 p.m. Epitelous Mazi (Finally Together) Day time talk show hosted by a well-
known television personality.
7:15 p.m.-8:00 p.m. Lampsi (Reaching for the Light) Daily Greek soap opera.
8:00 p.m.-9:00 p.m. News National and international news, special
reports, sports and weather.
9:00 p.m.-12:15 a.m. Late night programming includes Greek
situation comedies, Greek dramas (first
runs and reruns), Greek movies, foreign
movies and series, talk shows, comedy and
entertainment programs as well as live
sporting events coverage, particularly
basketball, and a one-minute news bulletin.
12:15 a.m.-12:35 a.m. News National and international news, special
reports, sports and weather.
12:35 a.m.-1:00 a.m. Continuation of late night programming.
</TABLE>
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Between 1:00 a.m. and 7:00 a.m., Antenna principally broadcasts
infomercial productions, public domain foreign movies, reruns and, between 6:00
a.m. and 7:00 a.m., the CBS Evening News.
Weekend scheduling is targeted towards younger audiences. Weekend
morning programming is geared toward children and consists primarily of U.S.
programs, particularly cartoons such as Teenage Mutant Ninja Turtles,
Dragonball, Batman and Robin as well as action series such as Power Rangers,
V.R. Troopers and Beastwars. Weekend afternoon and evening programming includes
talk shows, Greek features, foreign series and films, game shows and Greek
reruns.
In addition, scheduling varies during the year, with the full season
consisting of the fall premiere season, which begins in October and features new
series and other programs, the mid- season, which runs from January through June
and features new series, especially in prime time, and summer reruns. Programs
with high production costs that are not shown on a regular basis, such as
feature films, generally are aired during high revenue months. Scheduling is
adjusted on a monthly basis.
Antenna's transmission network has the technical capability to
broadcast different programs to different regions of the country at the same
time. It currently is using this capability to increase advertising revenue by
broadcasting different advertisements in northern Greece. In October 1998, at
the time of the Greek municipal elections, it increased the level of
simultaneous advertising and since that time it has established a Northern
Greece sales department to support this effort.
Television Advertising
General
Substantially all of the Company's revenue is derived from the sale of
national advertising. During 1998, approximately 95% of the Company's total net
revenue came from broadcast television advertisements. Sales are made for
advertising over a specific period of time. The Company, which sets rates
monthly, has approximately 110 separate advertising rates ranging from GRD 1,200
($4.30) to GRD 132,000 ($471.60) per second. In setting advertising rates, which
are tied to specific programs, the Company considers, among other factors, the
rating of the program during which advertisements will run and the likely impact
of rate increases on advertising volume. The highest prices for advertisements
broadcast by the Company are for certain prime time series and for talk shows,
soap operas, special events and movies (which are aired during both prime time
and non-prime time). Advertising prices tend to be higher during the peak
viewing months of April through June and October through December than during
the late summer months when many Greeks are on vacation. As is common in the
industry, the Company provides certain advertising agencies with an incentive
rebate (up to a maximum of 9.9% of the cost of the airtime purchased, as
permitted by law) (see "--Regulation"), which are negotiated at the time such
advertising arrangements are made.
The Company sells advertising time to a broad and diverse group of
advertisers. Of the revenue derived from advertising in 1998, approximately 97%
was generated through advertising agencies representing multiple advertisers,
with the balance generated directly from individual advertisers that negotiate
their own advertising arrangements and are not represented by advertising
agencies. In 1998, the Company's top 10 and top 50 advertisers accounted for
approximately 21% and 49% of the Company's gross advertising revenue,
respectively. No single advertiser accounted for 10% or more of the Company's
1998 gross advertising revenue. The following table sets forth the respective
percentages of the Company's advertising revenue generated by particular sectors
during 1996, 1997 and 1998:
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Sector
------
1996 1997 1998
---- ---- ----
Food and drink.................................... 24.8% 22.6% 22.3%
Personal care and household....................... 18.0 17.8 16.1
Automobiles....................................... 4.8 9.4 7.1
Alcoholic beverages............................... 7.8 7.5 6.4
Cosmetics......................................... 5.9 7.3 5.0
Government........................................ 1.2 4.6 7.9
Electronics....................................... 3.1 3.5 3.9
Services.......................................... 2.4 3.4 1.2
Toys.............................................. 1.7 1.0 4.8
Paper products.................................... 0.6 0.9 1.0
Other............................................. 29.7 22.0 24.3
----- ----- -----
Total....................................... 100.0% 100.0% 100.0%
===== ===== =====
Procter & Gamble, Unilever, Delta (Greek dairy company), Fage (Greek
dairy company), Estee Lauder, the Greek national lottery, United Distillers
(UDV), Colgate-Palmolive, Coca-Cola Hellas and Friesland were Antenna's top 10
largest advertisers in 1998, accounting collectively for approximately 21% of
Antenna's gross advertising revenue during 1998.
The Company currently sells only a portion of its available advertising
time. In addition, the Company uses a variety of means to utilize unsold
advertising time in all time periods, commonly referred to as "dead time," to
improve its operating results and cash flow. See "--Other Sources of Revenue."
The following table sets forth for 1997 and 1998, the Company's estimates of (i)
total available advertising time sold during prime time broadcasts, (ii) total
available advertising time sold during viewing hours of 7:00 a.m. to 1:00 a.m.,
and (iii) total available advertising time sold, each measured in terms of time
sold to advertising clients and time sold to advertising clients together with
dead time allocated to audiotext, infomercials and home shopping:
<TABLE>
<CAPTION>
Measured by Time Sold
to Advertising Clients
Together-with-Dead-Time
Allocated to Audiotext,
Measured by Time Sold Infomercials and
to Advertising Clients Home Shopping
---------------------- -------------
Time Slot 1997 1998 1997 1998
--------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Prime time....................................................... 63% 72% 80% 84%
7:00 a.m. to 1:00 a.m............................................ 39 52 66 70
Total available advertising time................................. 30 40 59 63
</TABLE>
The Company currently uses its own 20-person sales force to sell
advertising time. The sales and marketing department is responsible for the sale
of advertising time together with general coordination with advertising
agencies, collecting information on audience ratings, developing new products
and most importantly, fostering and enhancing relationships with Antenna's
existing and potential clients. The Company seeks to enhance its relationships
with, and advertising revenue from, its clients by broadcasting programming
which appeals to a variety of audience segments representing a broad
cross-section of the Greek population. Antenna places particular emphasis on
attracting viewers from demographic groups that are most attractive to those
clients. The sales force endeavors to be responsive and flexible and to operate
with the highest standards of client service. In 1992, to improve communications
and order processing, Antenna established an on-line computer link with its
major advertising clients to enable such clients to make direct and automatic
advertising bookings. The Company has engaged a third-party consultant to
recommend options for further enhancing the performance of the sales force.
9
<PAGE>
The Company also works closely with its advertisers to design special
campaigns, including advertiser "sponsorships" of particular programs and
related cross-promotional opportunities. Antenna has the flexibility to insert
short programming slots (i.e., one- to two-minute fillers) or to adjust content
or context of programs to suit advertiser needs, or to produce specific
programming suitable for sponsorship (for example, a filler on
automobile-related topics sponsored by an automobile manufacturer). In addition,
Antenna facilitates cooperative advertising among smaller advertisers with
complementary interests (such as a consumer product manufacturer and the store
where such product is sold) to provide such advertisers with access to
television advertising on a more cost-efficient basis. The Company also enters
into barter sales arrangements (advertising in exchange for goods, services and
other assets) with other media companies such as newspapers, radio stations and
magazines, as well as with equipment suppliers and service providers such as
insurance companies and advertising agencies. In 1998, such barter sales
represented 1.3% of the Company's total net revenue.
The sales and marketing department, together with the programming
department, obtains television audience ratings data from AGB Hellas ("AGB") on
a daily basis. The data are analyzed and compared by the Company's research
department with audience ratings of competitors to determine the appropriate
strategy for scheduling advertising slots to reach most effectively the profile
audience desired by advertising clients. In addition, the sales and marketing
department conducts a wide range of market analyses, focusing on various sectors
of the economy and target audiences. The sales and marketing department is also
responsible for quality control of advertisements broadcast by Antenna, ensuring
that advertising slots are broadcast in accordance with client specifications
regarding context and timing.
Clients generally are invoiced for advertising the day after
advertisements are aired. Established clients generally pay either in cash (due
30 days after invoicing) or by credit with either a post-dated check or a
supporting bank guaranty (up to six months after invoicing). New and smaller
advertisers generally pay in advance or on credit with a supporting bank
guaranty.
Advertising Share
The Company has had the leading share of net advertising expenditures
among Greek television broadcasters since 1991. The following table sets forth
the respective shares of advertising expenditures in the Greek broadcasting
market for the period from 1993 to 1995, as published by Media Services, and the
respective shares of advertising revenue for 1996, 1997 and 1998, as estimated
by the Company:
<TABLE>
<CAPTION>
Advertising Expenditures(1) Advertising Revenue(2)
--------------------------- ----------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Antenna............................................. 46.3% 42.4% 37.8% 36.9% 36.8% 38.0%
Mega................................................ 42.7 36.6 29.9 34.8 36.0 36.0
ET1 and NET......................................... 4.3 3.6 4.6 4.0 3.5 4.5
Skai TV............................................. -- 9.9 7.3 6.0 5.9 5.5
Star................................................ 0.5 2.6 16.3 17.0 16.1 14.0
Other............................................... 6.2 4.9 4.1 1.3 1.7 2.0
----- ----- ----- ----- ----- -----
Total.......................................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- ----- -----
</TABLE>
- -------------------------------
(1) Represents actual advertising revenue, taxes and advertising fees,
discounts, rebates and bonuses, and includes free airtime which, prior to
1996, was undeclared for tax purposes.
(2) Company estimate of net advertising revenue based on public filings made by
broadcasters with Greek tax authorities disclosing actual advertising rates,
published annual statutory results (for years prior to 1998) and other
sources. Regulatory changes that took effect at the beginning of 1996 had
the effect of eliminating the use of free advertising by subjecting the
value thereof, as disclosed to the Greek tax authorities, to tax and limited
incentive rebates to a maximum of 9.9% of the cost of the airtime purchased.
The reported 1996 television advertising expenditures figures, therefore,
are not fully comparable to previous years, and, in any event, in the
Company's view comparisons of advertising expenditures do not provide as
accurate an indication of relative market share as would net advertising
revenue. These regulatory changes did not affect other media and as a
result, newspapers and other media may continue to offer free advertising
and to benefit from free advertising offered to them. See "--Regulation."
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Distribution of Programming
A key element of Antenna's growth strategy is to build and capitalize
on its programming library for broadcast in Greece as well as distribution
outside of Greece. This strategy enables the Company to derive revenue generally
from fully amortized programming through the airing of reruns and the
distribution and syndication of own programming. The Company's programming
library consists of approximately 32,670 hours of its own programming, including
9,560 hours of news and 23,110 hours of other programming (including talk shows,
variety shows, game shows, sports programming and other programming). Own
programming from the library is also sold for broadcast to Greek-speaking
audiences in Cyprus, the United States, Canada and Australia, with sales
expected in Germany, the United Kingdom, Belgium and South Africa. Dubbed
programming is expected in Latin America, the Middle East and the Balkans. In
addition, the Company has approximately 4,138 hours of acquired programming
which it has the rights to air in Greece. The Company has the right to air such
programming within specified time periods. Antenna's acquired programming
library currently includes approximately 1,910 hours of foreign films, 1,120
hours of 60-minute series, 736 hours of children's programming and 373 hours of
30-minute series.
Since 1995, the Company has derived revenues from providing programming
to Antenna TV Ltd. (Cyprus) ("Antenna Cyprus"). Antenna Cyprus, which was
launched in June 1993, is one of five free-to-air television broadcasters
operating in the Greek language in Cyprus. Antenna Cyprus operates from 1:00
p.m. to 2:00 a.m. weekdays and 9:00 a.m. to 2:00 a.m. weekends. Antenna provides
approximately 45% of Antenna Cyprus' programming. The General Manager of the
Company is also the General Manager of Antenna Cyprus. See "Item 9. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Item 13. Interest of Management in Certain Transactions."
Since 1996, the Company has derived revenues from programming and
distribution agreements with Antenna Satellite TV (USA) Inc. ("Antenna
Satellite"). A company affiliated with Mr. Minos Kyriakou (through indirect
share ownership and membership on the board of directors) holds 50% of the
shares of Antenna Satellite. The other 50% is held by an unrelated third party.
See "Item 9. Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Related Party Transactions." Antenna Satellite
broadcasts primarily Antenna programming to Greek-speaking audiences in the
United States and Canada. Antenna's signal is transmitted to the United States
via satellite and carried to viewers via direct broadcast satellite and cable
television. Programming is aired 21 hours per day weekdays (10 hours of which
are original broadcasts and 11 hours of which are rebroadcasts).
Since 1997, the Company has derived revenue from programming and
distribution agreements with Pacific Broadcast Distribution Ltd. ("Pacific
Broadcast"). The Company intends to use a portion of the proceeds of the
Offering to acquire from a company affiliated with Mr. Minos Kyriakou (through
100% indirect share ownership) a 100% interest in Pacific Broadcast. See "Item
16. Changes in Securities, Changes in Security for Registered Securities and Use
of Proceeds" and "Item 13. Interest of Management in Certain Transactions."
Pacific Broadcast was established in May 1997, and has a 50% interest in a joint
venture which rebroadcasts Antenna's programming in Australia. The joint venture
receives such programming via satellite transmission. The other 50% interest in
the joint venture is held by an unrelated third party. Pacific Broadcast is
responsible for providing the joint venture with programming (which it obtains
primarily from Antenna) and bears 30% of the transmission costs for such
programming. The joint venture partner provides promotion, marketing and
subscriber services and bears 70% of the transmission costs. The joint venture
distributes programming in Australia through the two leading Australian cable
companies (Optus Vision and Foxtel) and expects to distribute programming in the
future via direct-to-home satellite
11
<PAGE>
operators. The two partners each receive 50% of the revenues of the joint
venture. For Fiscal 1998, Pacific Broadcast had total net revenue of GRD 135
million ($0.5 million) (representing its share of the joint venture's revenue
from advertising and subscriptions), an operating loss of GRD 467 million ($1.6
million) and a net loss of GRD 492 million ($1.7 million). See "Item 9.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Item 13. Interest of Management in Certain Transactions."
In order to further the distribution of its programming, Antenna would
consider acquiring interests in broadcasters in neighboring countries if
attractive opportunities were to present themselves and regulatory restrictions
could be overcome.
Investment in New Media
As part of its growth strategy, the Company intends to expand its
business into complementary media such as direct broadcast satellite programming
and radio broadcasting. The Company believes that this strategy will serve to
increase the size of its programming audience and enhance its brand. Expansion
into direct broadcast satellite programming will provide Antenna with additional
media for its programming, and expansion into radio broadcasting will serve to
diversify both the source of its advertising revenue and the variety of
advertising media available to its potential advertisers. For a description of
the risks associated with the Company's entry into new media and the regulations
applicable to such new media, see "General Considerations" below and
"--Regulation."
Direct Broadcast Satellite
Antenna intends to use a portion of the proceeds of the Offering to
establish itself in the digital direct satellite broadcast business in Greece,
if the appropriate opportunity presents itself. Alternatives range from
investing in an existing operation to the creation of its own direct-to-home
satellite broadcast ("DTH") platform. To date, no decision has been reached as
to the preferable approach. Management believes that Antenna's participation in
a digital DTH platform in Greece provides two important benefits to the Company.
First, Antenna would participate significantly in the expected growth of
multi-channel television in Greece (minimizing the potential impact of such
services on existing terrestrial television operations). Second, a DTH platform
would give Antenna a natural outlet for its extensive Greek-language programming
library (through the sale of programming to the DTH platform). Management
believes that the combination of these factors would likely result in
significant brand enhancement for Antenna.
Radio
The Company intends to use a portion of the proceeds of the Offering to
acquire 99.97% of the capital stock of Antenna R.T. Enterprises ("Antenna
Radio"), which operates Antenna FM (97.1 FM). Antenna Radio was established in
1988 as one of the first commercial radio operators in Greece. Antenna Radio
serves the greater Athens area, operating 24 hours a day, seven days a week. The
station targets audiences aged 25 and over with a combination news/talk and
music format. Programming includes local, national and international news,
weather, traffic and sports, as well as commentary, analysis, discussion,
interviews, call-ins and information shows. Antenna Radio's primary source of
revenue is the sale of advertising airtime. Antenna Radio has positioned itself
as the authoritative voice in radio news coverage in Greece. Radio stations in
Greece are required to operate on a regional basis and there are no private
commercial radio stations operating nationally. Antenna Radio sells national
advertising based on its arrangements with local broadcasters throughout Greece
extending its coverage to approximately 70% of Greece. Antenna Radio also
cooperates with CNN and Voice of America in its news gathering and dissemination
efforts.
12
<PAGE>
Of the radio stations monitored by Media Services (13 in 1998), Antenna
Radio had the second highest advertising share in 1998 (19.9%, as compared to
21.1% for Skai, which has a format similar to Antenna Radio and 13% for Lampsi,
which has an all music format). In terms of ratings for news radio stations
operating in the greater Athens area, Antenna had the second highest ratings in
1998 (11.4%, as compared to 17.0% for Skai).
For Fiscal 1998, Antenna Radio had total net revenue of GRD 1,765
million ($6.3 million), operating income of GRD 248 million ($0.9 million) and
net income of GRD 66 million ($0.2 million). See "Item 9. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Item 13. Interest of Management in Certain Transactions." The Company derives
revenue from Antenna Radio in the form of interest payments on advances made
available to Antenna Radio.
Although Antenna Radio is owned principally by the sister of the
Chairman and Chief Executive Officer of the Company, Antenna Radio has operated
as a separate enterprise. In connection with the acquisition of Antenna Radio,
the Company intends to merge the sales forces and news operations of Antenna and
Antenna Radio to permit Antenna Radio to capitalize on Antenna's relationship
with advertisers and derive synergies and cost savings from cross-promotion and
brand strengthening and to reduce overhead and the costs of news programming.
General Considerations
Antenna has no prior history of operations in these media. Expansion of
the Company's existing broadcast operations into such new media could divert the
use of the Company's resources and systems, require additional resources that
might not be available, result in new or more intense competition, require
different marketing strategies or greater start-up expenditures than
anticipated, or otherwise fail to achieve anticipated results in a timely
fashion, if at all. There can be no assurance, therefore, that the Company will
be able to expand its existing business or compete successfully in the radio
broadcast and direct broadcast satellite markets. The Company's ability to
successfully manage its entry into new media will require continued enhancement
of its operational, management, and financial resources and controls. The
Company's failure to manage effectively its entry into the new media could have
a material adverse effect on its business, financial condition and results of
operations.
Direct Broadcast Satellite. Direct broadcast satellite operations in
Greece are relatively new and underdeveloped. To date, at least one party has
applied for a digital broadcast license but no person has launched a digital
satellite platform in Greece. The Company is considering various alternatives
for establishing itself in the digital satellite broadcast business.
Alternatives range from an investment in an existing operation to the creation
of its own DTH platform, and each possible scenario has its own risks. Any such
venture will rely on newly developed technology for the transmission and receipt
of the broadcast signal. Potential demand for direct broadcast via satellite, as
well as the degree to which any such venture's proposed service will meet that
demand, cannot be estimated with certainty. Therefore, there can be no assurance
that such operations will achieve market acceptance or that there will be
sufficient demand for direct broadcast satellite to enable any such venture to
achieve significant revenues, cash flow or profits. Numerous factors beyond the
Company's control, including the willingness of consumers to pay subscription
fees to obtain digital broadcasts, the cost, availability and consumer
acceptance of the proposed receiver systems, the marketing and pricing
strategies of competitors, the development of alternative technologies or
services and general economic conditions, will affect any such venture's ability
to gain market acceptance. Further, if a competitor's satellite receiver
technology becomes commonly accepted as the standard for satellite receivers in
Greece, any such venture would be at a significant technological disadvantage.
Finally, Antenna's ability to participate in this area will depend in part on
the opportunities that present themselves. There can be no assurance that
appropriate opportunities will in
13
<PAGE>
fact arise.
The regulatory framework for direct broadcast satellite operations in
Greece, the Subscription Broadcast Law, is new and there can be no assurance
that operations of any DTH venture of which Antenna is a part can be undertaken
within the newly established framework for such medium or that a license will be
issued to such venture to operate the proposed platform. See "--Regulation."
Antenna may proceed alone, or in partnership with others, to pursue DTH
opportunities. To the extent it does so with others, it may or may not hold a
controlling interest. If it does not obtain a controlling interest, Antenna will
not have the ability to control the management of such a venture or to
unilaterally implement strategies it deems necessary or desirable to achieve
satisfactory operating or financial results. Although the Company could have a
significant role in the management, operations and strategies of such a venture,
there can be no assurance that it would be able to exercise operational control
over the venture or that it could influence the strategic direction of the
venture. There can be no assurance that a venture in which Antenna has a
minority interest will operate in a manner consistent with its interests,
including the purchase and distribution of programming from Antenna's library.
The proposed capital and other requirements for any such venture will be
determined based on Antenna's evaluation of the market and prospects of a DTH
platform in Greece. There can be no assurance that capital and other resources
will be available to meet these business objectives.
Radio. There can be no assurance that the Company will be successful in
integrating the operations of Antenna Radio into its own and achieving the
expected synergies and cost savings from this acquisition. In addition, the
success of Antenna Radio is dependent, to a significant degree, upon its
audience ratings and share of the overall advertising revenue within its market.
The station competes for listeners and advertising revenue directly with other
radio stations, as well as with other media. The audience ratings and market
share for Antenna Radio are and will be subject to change, which could have a
material and adverse effect on the results of operations of Antenna Radio. There
can be no assurance that the station will be able to maintain or increase its
current audience ratings or advertising revenue market share. The radio
broadcasting industry is also subject to competition from new media technologies
that are being developed or introduced, such as the delivery of audio
programming by cable television systems, direct broadcast satellite systems and
other digital audio broadcasting formats (including multi-channel and
multi-format satellite radio services) with sound quality equivalent to compact
discs. The Company cannot predict at this time the effect, if any, that such new
technologies may have on the radio broadcasting industry. Radio broadcast
operations in Greece are subject to regulation similar in scope to the
regulation of television broadcast operations. The Company submitted
supplemental information in support of its application in January 1999 and
expects formal action on radio station license applications generally, including
Antenna Radio's, during 1999. While the Company believes that Antenna Radio has
all governmental approvals necessary for its operations, and is in compliance in
all material respects with all applicable laws, rules and regulations governing
its operations, there can be no assurance that more restrictive laws, rules and
regulations will not be adopted in the future, or that the interpretation or
policy regarding enforcement of existing laws, rules or regulations will not
shift in such a manner, that could make compliance more difficult or expensive
or otherwise adversely affect the Company's business or prospects.
Other Sources of Revenue
In addition to advertising, which is the Company's principal source of
revenue, Antenna also generates revenue from various other sources. These
include audiotext and infomercials which are promoted during dead time.
14
<PAGE>
Audiotext
The Company is a party to two exclusive contracts with an affiliated
entity, Audiotex (which is a market leader in its sector). Audiotex is a
provider of automated interactive telephone services, specializing in
mass-market entertainment products. Audiotex provides its interactive expertise
to broadcasters, publishers, telecommunications providers and mass advertisers.
In addition to providing audiotext services, Audiotex provides direct marketing
services, including preparation of databases, establishment of consumer help
lines and classified advertising. Audiotex provides services to various
advertisers, the Horse Racing Club of Greece, a number of local television and
radio stations, and various magazines and newspapers. Audiotex derives its
revenue principally from telephone calls to premium rate phone numbers. Audiotex
has an agreement with the Hellenic Telecommunications Organization ("OTE"),
whereby OTE charges telephone callers a fee on behalf of Audiotex and handles
Audiotex's network operation and billing system.
Under its contracts with Audiotex, in return for a royalty based on a
percentage of revenue, Antenna provides consulting and production services and
airs advertisements (known as "audiotext") with telephone numbers which viewers
may call to participate in quizzes or cast votes (some of which have the effect
of promoting Antenna) or to obtain horoscopes, weather forecasts or general
information such as detailed news or national exam results.
Holnest Investments Limited ("Holnest"), a Cypriot company controlled
by Mr. Minos Kyriakou, Chairman and Chief Executive Officer of the Company, owns
51% of the shares of Audiotex and a director of the Company is also a director
of Audiotex. See "Item 13. Interest of Management in Certain Transactions." The
49% interest is owned by Legion International, a Lagardere Group company. For
Fiscal 1998, Audiotex had total net revenue of GRD 1,048 million ($3.7 million),
operating income of GRD 345 million ($1.2 million) and net income of GRD 212
million ($0.8 million).
The Company intends to use a portion of the proceeds of the Offering to
acquire Holnest's interest in Audiotex. See "Item 16. Changes in Securities,
Changes in Security for Registered Securities and Use of Proceeds."
Infomercials
The Company also derives revenue from a second affiliated entity,
Epikinonia Ltd. ("Epikinonia") (which produces infomercials). The director and
principal shareholder of Epikinonia is also a director of the Company. See "Item
13. Interest of Management in Certain Transactions."
Training Center for Journalists and Other Media Personnel
The Company intends to use a portion of the proceeds of the Offering to
acquire one of the leading training centers of journalism in Greece. The Antenna
Training Center for Journalists, which was founded in 1991 and is owned by
Antenna Spoudastiki Ltd. ("Antenna Spoudastiki")(a company which is indirectly
owned by members of the Kyriakou family), provides courses of study for
journalists, sound technicians, cameramen, public relations personnel, sales and
marketing personnel and costume and clothing designers. Journalists, sound
technicians and cameramen follow a two-year course of study, public relations
personnel follow a one-year course of study and costume and clothing designers
can pursue a two-year program. The training center has arrangements with several
institutions of higher education outside of Greece (including the London School
of Journalism and Accademia di Costume e di Moda in Rome) permitting students to
continue their studies toward a bachelor's degree. Management believes that the
training center will assist the Company in training and attracting qualified
talent.
For Fiscal 1998, the training center had revenues of GRD 333 million
($1.2 million),
15
<PAGE>
operating income of GRD 4 million ($0.01 million) and a net loss of GRD 0.6
million.
Other Complementary Businesses
Pursuant to an arrangement with the Commercial Bank of Greece, the
second largest bank in Greece, the Company receives 50% of gross fees and
commissions and 30% of interest (net of the bank's expenses and losses)
generated by a co-branded Visa credit card bearing the name "Antenna TV."
Antenna plans to establish a creative services group which will, for a
fee, provide third parties with promotional services and communications
consulting.
Antenna has a contractual agreement, renewable upon mutual agreement
every three months, pursuant to which Antenna provides dead time to a home
shopping company to advertise home shopping products, in return for a varying
percentage of the revenues derived from the sale of such products.
The Company has entered into a memorandum of understanding with a major
telecommunications provider and is in discussions with others pursuant to which
the Company is exploring opportunities to make use of its transmission tower
network for telecommunications services, including mobile telecommunications
services and wireless local loop, provided by third parties. The parties are
conducting a feasibility study with respect to possible cooperation.
Competition
Antenna competes for advertising revenue with Mega Channel and, to a
lesser extent, with the other national private commercial networks operating in
Greece, including Star TV, Skai TV, New Channel, Macedonia TV, TV5, the
subscription channels operated by NetHold Mediterranean and the three
government-run channels (ET1, NET (formerly ET2) and ET3) that occasionally air
commercial advertisements and with other advertising media, such as radio,
newspapers and magazines and outdoor advertising. There are currently no
subscription cable services operating in Greece, and satellite services have a
negligible presence. The following table sets forth as of December 31, 1998 the
household penetration and the hours of daily transmission of the state-owned
networks and Antenna's principal competitors among the private broadcasting
networks that are ranked by AGB:
Household Daily Hours
Network/Channel Penetration Transmission
--------------- ----------- ------------
State Owned
ET1...................................... 99.7% 18
NET...................................... 99.2 18
ET3...................................... 77.3 10
Private
Antenna.................................. 99.5 24
Mega..................................... 99.7 24
Skai TV.................................. 86.7 19
Star..................................... 94.1 20
ERT is the state vehicle for radio and television in Greece. ERT
controls three television stations, four national radio stations and 25 local
radio stations. Two of ERT's three television stations (ET1 and NET) are
national channels and the third (ET3) focuses on programming for northern
Greece, although its signal is retransmitted throughout Greece. The principal
source of revenue for ERT's three television stations is a national television
fee (GRD 1,000 per month) paid by all households as part of their electricity
bills. Advertising is shown on all three channels, but represents a relatively
small proportion of total income. Losses are covered by government subsidies.
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<PAGE>
Mega Channel is Antenna's principal private-sector competitor for
audience share and advertising revenue. Mega Channel's four principal
shareholders are Greek newspaper and magazine publishers. Mega Channel is also a
generalist channel with programming generally comparable to Antenna's. Star TV,
launched in September 1993 as an alternative television channel targeting a
young audience, offers programming consisting principally of foreign (mainly
U.S.) programs. Skai TV was launched in October 1993 and currently offers "low
budget" current affairs programs, old Greek films, news, talk shows and some
variety shows.
NetHold Mediterranean, the only subscription television channel in
Greece, began operations in October 1994. Its two current channels are encrypted
terrestrial broadcast channels offering a combination of subscription films and
sports (including soccer and basketball), as well as some mainstream
programming.
Satellite services, with less than 1% of households receiving direct
satellite broadcasts, currently have a negligible presence in Greece and do not
materially impact the advertising market. Certain satellite television
programming is rebroadcast terrestrially within Greece. ERT, for example,
retransmits CNN, MTV, Euronews/Eurosport, TV5 Europe and RIK.
Greece currently has no cable television infrastructure. OTE has
announced plans to develop a broadband network to modernize telephony services
and support satellite and cable television, and other multimedia services. OTE
also has announced plans to provide multi-channel television, home banking and
shopping and other interactive services. Satellite and cable television services
may be provided by OTE in partnership with a third-party service provider. Law
No. 2328 on Mass Media (the "Media Law") grants OTE a monopoly over cable
television operations in Greece. To date, construction of the network has not
yet commenced.
A number of small local channels (estimated at approximately 120)
broadcast without regulatory approval. These stations have no significant impact
on the national advertising market.
The Company also competes for revenue with other advertising media,
such as newspapers, radio, magazines and outdoor advertising, and expects to
compete in the future with other television distribution channels such as cable
and direct-to-home satellite systems. Alternative sources of entertainment
compete with the Company to the extent that they reduce the number of people
watching broadcast television. Current and future technological developments may
also affect competition within the television industry. Further advances in
technology such as video compression, which would permit the same broadcast or
cable channel or satellite transponder to carry multiple video and data services
and programming delivered through fiber optic telephone lines or direct
broadcast satellites could result in lower entry barriers for new channels and
an expanded field of competing services. In addition, the introduction of
digital television, which can be transmitted by satellite, cable or a
terrestrial network, could result in new competitors, particularly cable and
satellite operators, for its own operations as well as the proposed operations
of a DTH venture. The Company regularly monitors opportunities to increase
distribution of its programming, including opportunities presented by
technological developments that have the potential to create alternative
distribution platforms for it as well as its competitors.
Regulation
These regulations, with the exception of the licensing and ownership
requirements, apply to both private channels and government-owned channels.
Television Broadcasting
The Company is subject to regulation under Greek law, which must be
consistent with the minimum standards set forth in directives and other rules
promulgated by EU administrative bodies.
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Licensing
Greek Regulation. Private commercial television stations began
operating in Greece in 1989 pursuant to Law No. 1866. Formal licensing of
private commercial television broadcasting began in 1993 through the issuance of
Ministerial decisions in favor of Antenna, Mega Channel, Star TV, Skai TV and
New Channel, which contemplated licenses having a seven-year term running from
the issuance by the government of formal license agreements; however, no such
license agreements were issued to any broadcaster.
The Media Law was enacted in August 1995 and provides a regulatory
framework governing the establishment and operation of television stations in
Greece. The Media Law supersedes Law No. 1866, but does not supersede the
Ministerial decisions of 1993. The Media Law provides that authority granted
pursuant to Law No. 1866 to private commercial television broadcasters would be
effective for one year (i.e., through August 1996), after which such authority
would be subject to renewal procedures under the Media Law. In August 1996, the
one-year authorizations were extended for nine months pursuant to Law No. 2438.
The Company's and each other private commercial television broadcaster's
authorizations expired on May 29, 1997. In June 1997, a Ministerial decision
allocated, on a region-by-region basis throughout Greece, frequency allocations
to ERT, with the balance reserved for private networks and to be awarded at the
time the licenses are renewed under the Media Law. In September 1997 and January
1998, the Greek Ministry of Press and Mass Media requested television networks
to submit applications for the extension of television broadcast licenses. The
Company filed its application before the March 20, 1998 deadline. A provision in
the Greek legislation governing satellite broadcasts and other subscription
broadcast services (the "Subscription Broadcast Law") confirms that existing
television broadcast authorizations, of those broadcasters that have submitted
applications for extensions of broadcast licenses, will remain in force until
the Minister of Press and Mass Media formally acts on the applications. The
Company does not expect formal action on any television network's license
application before 2000. The Company believes that it has all approvals
necessary for its operations and satisfies all requirements for the continuing
renewal of its licenses, and that it is in compliance in all material respects
with all applicable laws, rules and regulations governing its operations.
However, there can be no assurance that more restrictive laws, rules or
regulations will not be adopted in the future, or that the interpretation or
policy regarding enforcement of existing laws, rules or regulations will not
shift in such a manner, that could make compliance more difficult or expensive
or otherwise adversely affect the Company's business or prospects. The annual
license fee for a licensed broadcaster is 2% of gross revenue.
The Media Law currently contemplates the grant, upon renewal, of a
license having a four-year term, subject to renewal for subsequent four-year
periods. Licenses would be granted, renewed and revoked by the Greek Ministry of
Press and Mass Media, based on recommendations of the National Council for Radio
& Television (the "NCRT"). Pursuant to the Media Law, upon expiration, licenses
would be automatically extended until such time as the renewal application is
formally accepted or rejected. The Media Law provides that a rejection of a
license may be made only for cause and further provides that an applicant whose
renewal application is denied may appeal to the Greek administrative courts.
European Community Regulation. The EU Broadcasting Without Frontiers
Directive (the "Directive") of October 3, 1989 sets forth basic principles for
the regulation of broadcasting activity in the EU. In essence, it provides that
each EU broadcasting service should be regulated by the authorities of one
member state (the "home member state") and that certain minimum standards should
be required by each member state of all broadcasting services which that state's
authorities regulate. Greece, which is the Company's "home member state," has,
based on the Directive, given effect to the requirements of the Directive,
through Presidential Decree No. 236 issued in July 1992. The EU Commission is
responsible for monitoring compliance and can initiate infringement
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proceedings against member states that fail properly to implement the Directive.
The Directive was amended by an amendment issued on May 27, 1997, and
EU member states must implement the amended Directive (the "Amended Directive")
through national legislation within 18 months. The Amended Directive provides
that member states must ensure access by the viewing public to sporting events
of "major importance" via terrestrial transmission and to this end must
proscribe arrangements granting exclusive broadcast rights to such events to
operators of cable networks or other subscription-based television networks.
The Amended Directive also provides that teleshopping spots comply with
the rules governing advertising spots and must be at least 15 minutes in length.
The Amended Directive further provides that member states must ensure a right of
reply to persons whose reputations have been damaged by a television broadcast
and sets forth an action plan for the protection of minors through the use of
symbols describing program content and a consultation process to address
V-chips, a ratings system and other measures.
The Directive currently requires member states to ensure "where
practicable and by appropriate means" that broadcasters reserve "a majority
proportion of their transmission time" for programs produced in Europe. In
applying this rule, broadcast time covering news, games, advertisements, sports
events, infomercials and teletext services is excluded. The Directive recognizes
that member states are to move progressively towards requiring their
broadcasters to devote a majority of relevant transmission time to programs
produced in Europe, having regard to the broadcaster's informational,
educational, cultural and entertainment responsibilities to its viewing public.
In June 1996, ministers of the EU member countries voted to retain the existing
system of voluntary restrictions, thereby rejecting amendments proposed by the
European Parliament to replace the "where practicable" standard with an
obligation on governments to ensure that broadcasters meet the quota. Greek
television stations in general, and the Company in particular, devote a majority
of relevant transmission time to works of European origin, exceeding the minimum
quotas imposed by law.
Restrictions on Advertising
Although the Media Law does not impose limitations on the duration of
advertisements, it does provide that not more than 15% of daily transmission
time (which may be increased to 20% for advertisements constituting direct
offers for products or services, provided spot advertising does not exceed 15%
of daily transmission time) may be devoted to advertising and that spot
advertising within a one-hour period may not exceed 20%. Feature films or films
made for television exceeding 45 minutes in length may be interrupted by
advertising only once every 45 minutes (and then only for a maximum of nine
minutes), and further interruption is permitted if the duration exceeds 110
minutes. Advertising during any other program must be separated by intervals of
at least 20 minutes and may not exceed four minutes. News bulletins, current
affairs programs and children's programs of less than 30 minutes duration may
not be interrupted by advertising. Advertising is to be inserted between
programs, unless breaks during programs do not affect the value and integrity of
the program. Advertising during televised sporting events and performances
comprising "autonomous parts" may occur only during the intervals, and
advertising during televised religious services is prohibited.
Television advertising of tobacco products, prescription drugs and
medical treatment requiring a prescription is prohibited, and television
advertising of alcoholic beverages is subject to certain limitations on content.
Limitations on advertisements aimed at protecting minors are set forth
in the 1993 Consumer Protection Law. Advertising of children's toys between 7:00
a.m. and 10:00 p.m. currently is prohibited. Antenna, through ACT, challenged
this restriction before the EU Commission, which
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found in favor of the challengers in November 1996. The EU Commission formally
notified the Greek government of its decision and has requested that the
restriction be withdrawn, and has initiated formal infringement proceedings
against the government.
Sponsored programs must be clearly identified as such. Programs may not
be sponsored by persons or entities the advertisement of whose products or
services are prohibited by the Media Law. News programs may not be sponsored.
The Amended Directive provides that persons involved in the sale or manufacture
of medicinal products available only by prescription may not sponsor programs.
Although there are no restrictions imposed on licensed broadcasters
with respect to political advertising, Greek law imposes restrictions on
campaign spending by politicians.
The Media Law was also designed to add transparency to the negotiations
between advertising agencies and broadcasters. The law had the effect of
eliminating, effective January 1, 1996, discounts offered to advertisers,
requiring advertisers to pay the full cost (and taxes based on such full cost)
set forth in the broadcaster's price list for a particular time slot, as filed
with the Greek tax authorities. The Media Law permits broadcasters to offer cash
rebates, up to 9.9% of the cost of airtime purchased, subject to certain
conditions, including minimum levels of revenue paid per advertiser.
Effective January 1, 1996, a joint directive of the Ministry of Press
and Mass Media and the Ministry of Finance, for the purpose of clarifying the
term "advertising" for purposes of Greek tax law, broadened the definition
beyond spots aired in return for cash payments to cover all publicity aired. The
decision also clarified a number of procedures relating to collection of taxes
in respect of advertising. As a result of the decision, advertisers such as
promoters of musical events, theatrical performers and sound recordings among
others, who theretofore were able to place free advertising on television using
barter arrangements, were faced with paying taxes on the value of such spots (at
the rate imposed by the Media Law of 36% plus statutory assessments) or
discontinuing the spots. Many of these advertisements, which for purposes of
advertising statistics had been included as part of "advertising expenditures,"
were discontinued beginning in January 1996.
Ownership
Non-EU participation in the share capital of a licensed broadcaster may
not exceed 25%. Licensed broadcasters may acquire only one license for a
television channel and may not hold shares in excess of 25% of the share capital
of such broadcaster and may not invest in, or serve as director or officer of,
any other television broadcaster or invest in, or serve as a director or
officer, of more than one other type of media enterprise (e.g., press or radio).
Loans to the broadcaster by shareholders, officers or directors may not exceed
5% of share capital.
The Media Law generally requires that shares of a Greek media company
held by holders that are not individuals must also be registered in the name of
the shareholders of such holder. However, such requirement will not apply to the
ADSs, or to the Shares underlying the ADSs held by the Depositary, so long as
they are held by the Depositary. See "Item 6. Exchange Controls and Other
Limitations Affecting Security Holders."
A company that holds a broadcast license must manage and operate the
network. It may not assign management to a third party or delegate to third
parties the production or management of programs exceeding 30% of its monthly
transmission.
Programming Content
Under Greek law, at least 25% of a licensed broadcaster's transmission
time must be in the Greek language, and at least a majority of the transmission
time must represent works of EU origin (inclusive of works of Greek origin), in
each case exclusive of news, sports events, game shows,
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teletext, infomercials, trailers and advertising.
The Directive also requires that member states should ensure "where
practicable and by appropriate means" that broadcasters reserve at least 10% of
their transmission time (excluding time covering news, sports events, games,
advertising, infomercials and teletext services) or, at the option of the member
state, 10% of their programming budget, for European works created by producers
who are independent of broadcasters. An adequate proportion of the relevant
works should be recent works (that is, works produced within the last five years
preceding their transmission). The Company is in compliance with these
provisions of the Directive.
Direct Broadcast Satellite
Licensing
The Subscription Broadcast Law regulates television and radio
broadcasts on a subscription basis. Different regulations apply depending on
whether the broadcaster is broadcasting signals via satellite (a "satellite
broadcaster") or a terrestrial network (a "terrestrial broadcaster"). The
Subscription Broadcast Law contemplates that an authorized broadcaster would
obtain a license and would enter into a contract with the government.
A broadcaster may hold a licence for subscription satellite broadcasts
and a license for subscription terrestrial broadcasts. A shareholder of a
subscription satellite broadcaster or subscription terrestrial network may hold
shares in another broadcaster that broadcasts in the other medium. A shareholder
of a subscription terrestrial broadcaster cannot hold more than 40% of the stock
or voting power of such broadcaster; no similar limitation applies with respect
to shareholders of subscription satellite broadcasters. A license holder under
the Subscription Broadcast Law cannot itself hold a licence for free television
broadcasting, but can participate as a shareholder in a company that holds a
broadcast license for free television. A free television broadcaster can hold up
to 40% of the stock or voting power of a subscription terrestrial broadcaster
and up to 100% of the stock or voting power of a subscription satellite
broadcaster.
Licenses will be granted under the Subscription Broadcast Law for
periods ranging from five to fifteen years. Licences will be granted by the
Ministry of Press and Mass Media, and the duration of a license is within its
discretion, based on its review of financial data and the investment plan of the
proposed license holder. In addition, notice of a transfer of a license holder
must be given to the Ministry of Press and Mass Media for approval (unless the
transferee is a listed company, in which case notification is required only if
the transfer involves greater than 2.5% of the capital of a license holder).
A license holder must pay GRD 15 million per 24 hours of total
scheduled daily broadcasts. In addition, a satellite or terrestrial broadcaster
must pay an annual fee of 0.5% of gross revenue, increasing by 0.5% every two
years, and a terrestrial broadcaster must pay a flat fee of 3.5% of gross
revenue. License holders must provide letters of credit in the amount of GRD 150
million per 24 hours of total broadcast time per day (up to a maximum of GRD 1.5
billion).
Ownership
To obtain a license, a subscription broadcaster must be a Greek societe
anonyme and its registered office, principal executive office and management
must be located in the EU. The shares of such a broadcaster must be in
registered form. If the owner of such shares is a corporation, then the shares
held by such corporation must also be registered on the shareholder register in
the name of the individual shareholders of such corporation as well. The
foregoing requirement does not apply to foreign corporations that have strong
financial standing and have been engaged in audiovisual production for at least
three years, a mutual fund or a company whose shares are listed on a
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recognized stock exchange or quotation system. The availability of any such
exemption is subject to NCRT approval.
Any company providing services such as subscriber management services,
satellite facilities and encrypting or decoding equipment, must be a Greek
societe anonyme, with share capital meeting the same requirements as the share
capital of a holder of a license under the Subscription Broadcast Law. Content
providers, unless they are broadcasters of free television programming, duly
licensed in their own jurisdictions, must meet certain requirements, depending
upon whether they are broadcasters themselves or program suppliers.
Programming Content for Subscription Television Broadcasts
A license holder must dedicate 10% (up to a maximum of 24 hours per
day) of its broadcast time to the State, if it transmits more than 120 hours of
programming per day. If a license holder broadcasts more than 240 hours of
programming per day for at least one year, it must allocate at least 10% of
available air time to new entrants.
At least 25% per month of total air time must represent programming in
the Greek language. During the first year of operations, at least 30% of
non-Greek programming must be dubbed or subtitled, with the percentage
increasing each subsequent year by 5%, up to a maximum of 50%. In calculating
the foregoing requirements, broadcasts of exclusively musical content are
excluded from total air time. At least 25% of yearly total air time broadcast
must represent works produced in the EU, which percentage increases 5% each year
up to a maximum of 45%. At least 10% of total yearly air time must represent
independent works.
The Subscription Broadcast Law contemplates that a presidential decree
will be issued setting forth "major events," the broadcasts of which cannot be
restricted to subscription broadcast.
Radio Broadcasting
Free terrestrial radio broadcasting in Greece is subject to provisions
of the Media Law. The restrictions on advertising on radio are substantially
similar to the restrictions applicable to advertising on television. Although
any one person can hold up to 100% of the share capital of a radio broadcaster,
the provisions of the Media Law regarding concentrations in ownership of other
media apply to radio broadcasters as well, as do the provisions regarding
registration of shares of a radio broadcaster.
The provisions of the Media Law regarding licensing apply to radio
broadcasters. As is the case for various television broadcasters, including
Antenna, Antenna Radio has filed its application for a license under the Media
Law. The Company submitted supplemental information in support of its
application in January 1999 and expects formal action on radio station license
applications generally, including Antenna Radio's, during 1999. The Company
believes that Antenna Radio has all approvals necessary for its operations and
satisfies all requirements for the continuing renewal of its licenses, and that
it is in compliance in all material respects with all applicable laws, rules and
regulations governing its operations.
Employees
As of December 31, 1998, the Company employed approximately 687
full-time employees (including 91 administrative personnel, 24 sales and
marketing personnel and 572 production, programming and news personnel), none of
whom is represented by unions. As of December 31, 1997, the Company employed
approximately 683 employees (including 83 administrative personnel, 24 sales and
marketing personnel, and 576 production, programming and news personnel), none
of whom were represented by unions. All of the Company's employees are covered,
however, by one of
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two national collective agreements which are revised periodically to provide for
minimum wage increases. The Company believes that its relationship with its
employees is satisfactory, and the Company has not experienced any work
stoppages due to labor unrest.
Item 2. DESCRIPTION OF PROPERTY.
The properties of the Company consist primarily of broadcasting,
production and office facilities, most of which are located in the Athens
metropolitan area. The Company's principal office and nearby studio, where it
produces and airs its daily talk shows and current affairs programs, contain
4,055 square meters of leased office and studio space. The Company is evaluating
options to purchase space for the relocation of its principal office. In
addition, the Company operates four additional leased studios in Athens
aggregating approximately 2,500 square meters, supporting studio space of
approximately 2,050 square meters and a leased 100-square meter studio in
Thessaloniki in Northern Greece. All such studios have both production and
on-air capabilities with microwave links to the principal office facilities.
The Company owns approximately 150 transmission facilities (towers and
relay stations), which provide coverage to approximately 99% of Greek
households. In addition, the Company makes use of approximately 300 additional
transmission facilities (typically provided by local municipalities) to enhance
reception in other more remote areas of Greece. The Company's private and
state-run competitors generally operate separate transmission facilities. The
Company uses satellite relay facilities to reduce the costs associated with
operating its terrestrial relay facilities. The Company is exploring
opportunities to make use of its transmission towers for telecommunication
services provided by third parties.
Item 3. LEGAL PROCEEDINGS.
The Company is involved in certain litigation arising in the normal
course of its business. Management does not believe that any legal proceedings
pending against it will, individually or in the aggregate, have a material
adverse effect on its business or financial condition.
Item 4. CONTROL OF REGISTRANT.
The following table sets forth certain information as of the date
hereof with respect to the beneficial ownership of the Company's capital stock,
represented by 19,849,440 Shares.
<TABLE>
<CAPTION>
Percent of
Capital
Number of Stock
Shareholders Shares Outstanding
------------ ------ -----------
<S> <C> <C>
Holnest Investments Limited (1) 4,192,360 21.1%
Globecast Holdings Limited (2) 3,752,162 18.9%
Altavista Global Holdings Limited (3) 3,752,162 18.9%
Praxis Global Investments Limited (4) 3,752,162 18.9%
All directors and officers as a group 12,079,584 60.9%
(16 persons).
</TABLE>
(1) Mr. Minos Kyriakou, Chairman of the Board of Directors and Chief
Executive Officer of the Company is one of two directors, and owns 100%
of the share capital, of Holnest Investments Limited, an Irish company,
the address of which is ClanWilliam Terrace, Dublin 2 Ireland. Mr.
Kyriakou has sole voting and dispositive power with respect to the
Shares held by Holnest Investments Limited.
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(2) Mr. Theodore Kyriakou, Executive Vice President and Chief Operating
Officer of the Company and the son of Mr. Minos Kyriakou, owns 100% of
the share capital of Globecast Holdings Limited, an Irish company
("Globecast"), the address of which is ClanWilliam Terrace, Dublin 2
Ireland. Mr. Kyriakou has sole voting and dispositive power with
respect to Shares held by Globecast.
(3) Mr. Xenophon Kyriakou, the son of Mr. Minos Kyriakou, owns 100% of the
share capital of Altavista Global Holdings Limited, an Irish company
("Altavista"), the address of which is ClanWilliam Terrace, Dublin 2
Ireland. Mr. Kyriakou has sole voting and dispositive power with
respect to Shares held by Altavista.
(4) Ms. Athina Kyriakou, the daughter Mr. Minos Kyriakou owns 100% of the
share capital of Praxis Global Investments Limited, an Irish company
("Praxis"), the address of which is ClanWilliam Terrace, Dublin 2
Ireland. Ms. Panayota Xypolia is a director of Praxis and, pursuant to
the Articles of Association of Praxis, has sole voting power with
respect to Shares held by Praxis. Ms. Kyriakou has sole dispositive
power with respect to such Shares.
Item 5. NATURE OF TRADING MARKET.
The principal United States trading market for trading in the ADSs is
the Nasdaq National Market ("Nasdaq"), and the principal non-United States
trading market for trading in the ADSs is the London Stock Exchange Limited (the
"London Stock Exchange"). Trading of the ADSs on Nasdaq and the London Stock
Exchange commenced on March 4, 1999. The ADSs were issued pursuant to the
Deposit Agreement, with The Bank of New York as Depositary, and each ADS
represents one half of one Share.
The highest and lowest sale prices of the ADSs as reported on Nasdaq
for the period from March 4, 1999 to March 29, 1999 were $15.75 and $12.375,
respectively. The high and low middle market quotations for the ADSs on the
London Stock Exchange, as derived from its daily official list, for the period
from March 4, 1999 to March 29, 1999, were $16.50 and $12.50, respectively.
As of March 30, 1999, The Depository Trust Company was the only US
registered holder of ADSs, holding an aggregate of 7,700,000 ADSs representing
3,850,000 Shares. These holdings represent 19.4% of the total number of Shares.
The Company issued $115 million 9% Senior Notes due 2007 (the "Senior
Notes") on August 12, 1997. The Senior Notes are not listed on any securities
exchange, nor quoted through any automated quotation system. In addition, the
Company does not intend to list the Senior Notes on any securities exchange or
to seek approval for quotation through any automated quotation system. There can
be no assurance that an active market for the Senior Notes will develop, nor any
guarantee as to the scope of and/or the liquidity of any market that may develop
for the Senior Notes, the ability of the holders of the Senior Notes to sell
their Senior Notes, nor the prices at which such holders would be able to sell
their Senior Notes.
Item 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS.
Antenna is a Greek societe anonyme. There are no Greek laws or
governmental decrees or regulations that restrict the movement of capital
between Greece and the United States or that affect the remittance of dividends,
interest or other payments to a non-resident holder of the Senior Notes or the
ADSs (other than certain tax considerations - see "Item 7. Taxation").
Furthermore, except as described below, there are no limitations, either in the
laws of Greece or in the Company's Articles of Incorporation, which limit or
impede the right of non-Greeks to hold or to vote (if applicable) the Company's
securities.
Under the Media Law, if the owner of shares of a Greek media company is
a corporation, then the shares held by such corporation must also be registered
on the shareholder register in the name of the individual shareholders of such
corporation as well. The foregoing requirement does not apply to shareholdings
of up to 15% by corporations incorporated outside of Greece whose shares are
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in registered form, provided such corporations are public companies with a large
shareholder base, have strong financial standing and are engaged in audiovisual
production, or to mutual funds operating in the EU and governed by the EU
Directive no. 85/611, provided no single fund holds more than 2.5% of share
capital and all such funds in the aggregate do not hold more than 10% of the
share capital. In addition, such requirement will not apply to ADSs, or to the
Shares underlying ADSs held by the Depositary so long as they are held by the
Depositary, based on an amendment which exempts shareholdings by companies
listed on a local or foreign stock exchange (or similar institution) and
financial institutions. However, to the extent a holder of ADSs withdraws
Shares, such holder will be subject to the foregoing rules. The Depositary will
be required to furnish to the NCRT the registry of holders upon request.
Under the Media Law, no single shareholder may hold more than 25% of
the Shares, and non-EU ownership of Shares may not exceed 25% of the share
capital of the Company. See "Item 1. Business--Regulation--Ownership."
Item 7. TAXATION.
The information set forth below under the captions "ADSs--Greek
Taxation" and "Senior Notes--Greek Taxation" are discussions of the material
Greek tax consequences of the acquisition, ownership and disposition of ADSs (or
Shares) and of Senior Notes, respectively. The information set forth below under
the caption "ADSs--United States Taxation" and "Senior Notes--United States
Taxation" are discussions of the material U.S. federal income tax consequences
of the acquisition, ownership and disposition of ADSs (or Shares) and of Senior
Notes by a U.S. Holder (as defined below). These discussions are not a complete
analysis or listing of all of the possible tax consequences of such transactions
and do not address all tax considerations that may be relevant to particular
holders in light of their personal circumstances or to persons that are subject
to special tax rules. In particular, the information set forth under the caption
"ADSs--United States Taxation" deals only with U.S. Holders that will hold ADSs
(or Shares) as capital assets within the meaning of the Internal Revenue Code of
1986, as amended (the "Code"), and who do not at any time own individually, nor
are treated as owning, 10% or more of the Shares (including ADSs) of the
Company. In addition, this description of U.S. tax consequences does not address
the tax treatment of special classes of U.S. Holders, such as banks, tax-exempt
entities, insurance companies, persons holding ADSs or Shares as part of a
hedging or conversion transaction or as part of a "straddle," U.S. expatriates,
persons subject to the alternative minimum tax, dealers or traders in securities
or currencies and holders whose "functional currency" is not the dollar.
As used herein, the term "U.S. Holder" means (i) an individual citizen
or resident of the United States, (ii) a corporation created or organized under
the laws of the United States or any state thereof including the District of
Columbia, (iii) an estate the income of which is subject to United States
federal income taxation regardless of its source, (iv) a trust if a court within
the United States is able to exercise primary jurisdiction over its
administration and one or more U.S. persons have authority to control all
substantial decisions of the trust, or (v) a partnership to the extent the
interests therein are owned by any of the persons described in clauses (i),
(ii), (iii) or (iv) above.
Holders of ADSs (or Shares) or Senior Notes who are not U.S. Holders
should also consult their own tax advisors, particularly as to the applicability
of any tax treaty. The statements regarding Greek tax laws and United States
federal tax laws set out below assume that each obligation in the Deposit
Agreement and any related agreement will be performed in full in accordance with
its terms.
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ADSs
Greek Taxation
Introduction
The following discussion of Greek tax considerations is based on tax
laws and regulations in effect in Greece on the date hereof which are subject to
change without notice (possibly with retroactive effect). Prospective purchasers
or holders of ADSs or Shares should consult their own tax advisors as to the
Greek or other tax consequences arising from the acquisition, ownership and
disposition of ADSs or Shares as they may relate to such holder's particular
circumstances.
Taxation of Dividends
Under Greek law, income before taxes of a societe anonyme whose shares
are not listed on the Athens Stock Exchange is taxed at a flat rate of 40%, or
35% if its shares are listed on the Athens Stock Exchange. As a result,
dividends distributed therefrom to shareholders are paid out net of tax.
Accordingly, no withholding taxes are imposed by Greece on the payment of
dividends on the Shares and the Company assumes no responsibility therefor.
Taxation of Capital Gains
Shares. Under Greek law, any gain derived from the sale of shares of a
societe anonyme not listed on the Athens Stock Exchange or any foreign stock
exchange or internationally recognized similar institution will be subject to a
20% capital gains tax. Such tax is also levied on capital gains obtained by
persons not residing in Greece for tax purposes who are not entitled to the
benefits of an applicable treaty for the avoidance of taxation. Under the tax
treaty of 1953 entered into between Greece and the United States (the "US/Greece
Tax Treaty"), U.S. persons otherwise eligible for benefits under the US/Greece
Tax Treaty are not exempted from the payment of Greek capital gains tax. Any
such capital gains tax is in principle payable by the seller, although the
seller and purchaser are held jointly and severally liable.
Under Greek law, the sale of shares of a societe anonyme not listed on
the Athens Stock Exchange may only be effected by means of a notarial deed along
with a special declaration for the payment of capital gains tax. Failure to
follow this procedure in connection with the sale of shares will result in such
transfer being null and void and the purchaser will not be entitled to benefit
from any rights attached to the purchased shares.
The private agreement or notarial deed is required to contain at least
the following elements: (i) legal name (if other than a natural person),
registered seat, tax office and fiscal number of both the seller and the
purchaser; (ii) legal name (if other than a natural person), registered seat,
tax office and fiscal number of the company as well as the type, number, nominal
value and (if applicable) serial number of the transferred shares; (iii) the
sale price and the mode of payment (payment in full or in installments); (iv)
the amount of capital gains which the seller will recognize as a consequence of
the sale according to his calculations; and (v) the amount of capital gains tax
to be paid by him.
The Shares are not listed on the Athens Stock Exchange. As a result,
the capital gains tax and procedures for transfer described above will apply to
the Shares. See below for a discussion of the treatment of ADSs for these
purposes.
Foreign purchasers of Shares residing for tax purposes in a
jurisdiction with which Greece has concluded a tax treaty may be exempted from
capital gains tax in accordance with the provisions of such applicable treaty.
Although a treaty may exempt the seller from capital gains tax in Greece, the
procedural requirements required to validly transfer the Shares must still be
satisfied. As noted above,
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the US/Greece Tax Treaty does not provide an exemption from the application of
Greek capital gains tax. Investors should consult their own tax advisors as to
whether an income tax treaty with Greece applies to the application of capital
gains tax.
ADSs. Notwithstanding the above, no Greek tax will be levied on capital
gains arising from sales of ADSs on Nasdaq or the London Stock Exchange in view
of the fact that the holders of ADSs do not acquire direct rights on the
underlying Shares and that the transfer of ADSs does not constitute per se a
transfer of the underlying Shares. Any subsequent disposal of Shares might give
rise to capital gains taxable in Greece on the terms described above. However,
it should be noted that Greek tax authorities have not taken a position on
whether Greek tax may be levied on capital gains from trades of ADSs or whether
the Greek procedural requirements for the transfer of shares of a societe
anonyme which are not listed on the Athens Stock Exchange also apply to
transfers of ADSs. Their opinion on these issues may differ from that set forth
above.
The exercise of the right of a Holder of ADSs to receive Shares
underlying such ADSs in accordance with and pursuant to the Deposit Agreement in
order to exercise direct rights as shareholders of the Company, including, but
not limited to, attending shareholders meetings and directly exercising voting
rights or receiving dividends, would require their registration in the Company's
shareholders registry. As a consequence of withdrawing Shares from the ADR
facility, such Shares will be transferred from the Depositary to the Holder and
such Holder will need to follow the procedure for the transfer of Shares
described above. In connection with causing such transfer to occur, the relevant
Greek tax authorities may seek to collect a capital gains tax on such transfer.
The same would also apply to any subsequent transfer of Shares by the Holders.
Transfers of Shares not effected in accordance with the provisions of
Greek Law described above will result in the following: (i) the relevant
transfers shall be null and void; (ii) transferees will not be able to exercise
their rights as shareholders of the Company (i.e., receive dividends or
participate in or vote at a General Meeting, either directly or by proxy); (iii)
resolutions approved by a General Meeting in which the transferees or their
proxies participated and voted and the actions authorized pursuant thereto
(including, but not limited, to the approval of the financial statements and the
distribution of dividends) may be invalidated; (iv) any person who appears and
votes at a General Meeting without having the right to do so is subject to
criminal sanctions and fines; and (v) the non-filing of a tax declaration (such
as the declaration regarding the transfer of Shares) by the person who is
obliged to do so or the filing of such declaration which subsequently is found
to be inaccurate would result in such person being liable for the payment of
additional taxes or penalties and if it were the intent of such person to evade
payment of tax, such person may also be subject to other administrative or
criminal sanctions.
The consequences set forth in paragraphs (i) to (iv) above also apply
to transfers of Shares not effected in accordance with the provisions of Greek
law between persons who reside for tax purposes in a country with which Greece
has a tax treaty exempting such persons from the payment of Greek capital gains
tax. In such case the transferor would be liable for the payment of penalties
amounting to between GRD 40,000 and GRD 400,000.
Finally, pursuant to an express provision of Greek law, the transferee
remains jointly and severally liable with the transferor to the tax authorities
for the payment of capital gains tax in the event the transferor did not file
the relevant tax declaration.
Stamp Duty
The issuance and transfer of Shares as well as the payment of dividends
therefrom is exempt from stamp duty.
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Inheritance or Succession and Donation Taxes
Under Greek law, foreign individuals or legal entities who are neither
residents, nor under Greek tax law deemed to be residents, of Greece may be
exempted from inheritance, or succession and donation taxes on ADSs evidencing
Shares, if the country in which they reside provides equal tax treatment to
individuals or legal entities, subject to the provisions of applicable treaties
(if any). Even if a treaty should apply, the procedural requirements relating to
the transfer of Shares as described above under "Taxation of Capital Gains" must
be complied with, otherwise the consequences referred to above will be
applicable.
Prospective U.S. Holders of Shares and ADSs evidencing Shares should
consult their tax advisors with regard to the applicability of the double
inheritance tax avoidance treaty of 1950 entered into between Greece and the
United States of America.
POTENTIAL PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE
PARTICULAR CONSEQUENCES TO THEM UNDER GREEK TAX LAWS (INCLUDING GREEK CAPITAL
GAINS, INHERITANCE OR SUCCESSION, AND GIFT TAX) OF THE ACQUISITION, OWNERSHIP
AND DISPOSITION OF SHARES AND ADSs.
United States Taxation
The following discussion is based (i) upon the Code, U.S. judicial
decisions, administrative pronouncements, and existing and proposed Treasury
regulations, any of which is subject to change (possibly with retroactive
effect), and (ii) in part upon representations of the Depositary.
POTENTIAL PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS
AS TO THE PARTICULAR CONSEQUENCES TO THEM UNDER U.S. FEDERAL, STATE,
LOCAL AND APPLICABLE FOREIGN TAX LAWS OF THE ACQUISITION, OWNERSHIP
AND DISPOSITION OF SHARES AND ADSs.
U.S. Holders of ADSs will be treated for U.S. federal income tax
purposes as owners of the Shares underlying the ADSs. Accordingly, except as
noted, the U.S. federal income tax consequences discussed below apply equally to
U.S. Holders of ADSs and Shares.
Dividends
Subject to the discussion of passive foreign investment companies
below, the gross amount of any distribution paid by the Company to a U.S. Holder
will generally be subject to U.S. federal income tax as foreign source dividend
income to the extent paid out of current or accumulated earnings and profits of
the Company, as determined under U.S. federal income tax principles. The amount
of any distribution of property other than cash will be the fair market value of
such property on the date of the distribution. Dividends received by a U.S.
Holder will not be eligible for the dividends received deduction allowed to
corporations. To the extent that an amount received by a U.S. Holder exceeds
such holder's allocable share of the Company's current and accumulated earnings
and profits, such excess will be applied first to reduce such U.S. Holder's tax
basis in his Shares (thereby increasing the amount of gain or decreasing the
amount of loss recognized on a subsequent disposition of the Shares) and then,
to the extent such distribution exceeds such U.S. Holder's tax basis, will be
treated as capital gain. The Company does not currently maintain calculations of
its earnings and profits for U.S. federal income tax purposes.
The gross amount of distributions paid in drachmas (or any successor or
other foreign currency) will be included in the income of such U.S. Holder in a
dollar amount calculated by reference to the spot exchange rate in effect on the
day the distributions are paid to the Depositary regardless of whether the
payment is in fact converted into dollars. If the drachmas (or any successor
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or other foreign currency) are converted into dollars on the date of the
payment, the U.S. Holder should not be required to recognize any foreign
currency gain or loss with respect to the receipt of drachmas as distributions.
If, instead, the drachmas are converted at a later date, any currency gains or
losses resulting from the conversion of the drachmas will be treated as U.S.
source ordinary income or loss. Any amounts recognized as dividends will
generally constitute foreign source "passive income" or, in the case of certain
U.S. Holders, "financial services income" for U.S. foreign tax credit purposes.
A U.S. Holder will have a basis in any drachmas distributed equal to their
dollar value on the payment date.
A Non-U.S. Holder of ADSs generally will not be subject to U.S. federal
income tax or withholding tax on dividends received on ADSs unless such income
is effectively connected with the conduct by such Non-U.S. Holder of a trade or
business in the United States.
Sale or Exchange
Subject to the discussion of passive foreign investment companies
below, gain or loss realized by a U.S. Holder on the sale or other disposition
of ADSs will be subject to U.S. federal income taxation as capital gain or loss
in an amount equal to the difference between the U.S. Holder's adjusted tax
basis in the ADSs and the amount realized on the disposition. In the case of a
non-corporate U.S. Holder, the federal tax rate applicable to capital gains will
depend upon (i) the holder's holding period for the ADSs (with a preferential
rate available for ADSs held for more than one year) and (ii) the holder's
marginal tax rate for ordinary income. Any gain realized will generally be
treated as U.S. source gain and loss realized by a U.S. Holder generally also
will be treated as from sources within the United States.
The ability of a U.S. Holder to utilize foreign taxes as a credit to
offset U.S. taxes is subject to complex limitations and conditions. The
consequences of the separate limitation calculation will depend upon the nature
and sources of each U.S. Holder's income and the deductions allocable thereto.
Alternatively, a U.S. Holder may elect to claim all foreign taxes paid as an
itemized deduction in lieu of claiming a foreign tax credit. A deduction does
not reduce U.S. tax on a dollar-for-dollar basis like a tax credit, but the
availability of the deduction is not subject to the conditions and limitations
applicable to foreign tax credits.
The surrender of ADSs in exchange for Shares (or vice versa) will not
be a taxable event for U.S. federal income tax purposes and U.S. Holders will
not recognize any gain or loss upon such a surrender.
If a U.S. Holder receives any foreign currency on the sale of ADSs,
such U.S. Holder may recognize ordinary income or loss as a result of currency
fluctuations between the date of the sale of ADSs and the date the sale proceeds
are converted into dollars.
A Non-U.S. Holder of ADSs generally will not be subject to U.S. federal
income or withholding tax on any gain realized on the sale or exchange of such
ADSs unless (i) such gain is effectively connected with the conduct by such
Non-U.S. Holder of a trade or business in the United States or (ii) in the case
of any gain realized by an individual Non-U.S. Holder, such Non-U.S. Holder is
present in the United States for 183 days or more in the taxable year of such
sale and certain other conditions are met.
Passive Foreign Investment Company
The Company believes that Shares and ADSs should not currently be
treated as stock of a passive foreign investment company (a "PFIC") for United
States federal income tax purposes, but this conclusion is a factual
determination made annually and thus may be subject to change based on future
operations. In general, the Company will be a PFIC with respect to a U.S. Holder
if, for any
29
<PAGE>
taxable year in which the U.S. Holder holds the Company's ADSs or Shares, either
(i) at least 75% of the gross income of the Company for the taxable year is
passive income or (ii) at least 50% of the value (determined on the basis of a
quarterly average) of the Company's assets is attributable to assets that
produce or are held for the production of passive income. For this purpose,
passive income includes income such as dividends, interest, royalties, rents
(other than certain rents and royalties derived in the active conduct of a trade
or business), annuities and gains from assets that produce passive income. If a
foreign corporation owns at least 25% by value of the stock of another
corporation, the foreign corporation is treated for purposes of the PFIC tests
as owning its proportionate share of the assets of the other corporation, and as
receiving directly its proportionate share of the other corporation's income.
If the Company is treated as a PFIC, a U.S. Holder that did not make a
QEF election (or, if available, a mark-to-market election), as described below,
would be subject to special rules with respect to (a) any gain realized on the
sale or other disposition of Shares or ADSs and (b) any excess distribution by
the Company to the U.S. Holder (generally, any distributions to the U.S. Holder
in respect of the Shares or ADSs during a single taxable year that are greater
than 125% of the average annual distributions received by the U.S. Holder in
respect of the Shares or ADSs during the three preceding taxable years or, if
shorter, the U.S. Holder's holding period for the Shares or ADSs). Under those
rules (i) the gain or excess distribution would be allocated ratably over the
U.S. Holder's holding period for the Shares or ADSs, (ii) the amount allocated
to the taxable year in which the gain or excess distribution was realized would
be taxable as ordinary income, (iii) the amount allocated to each prior year,
with certain exceptions, would be subject to tax at the highest tax rate in
effect for that year and (iv) the interest charge generally applicable to
underpayments of tax would be imposed in respect of the tax attributable to each
such year.
A U.S. Holder of ADSs that are treated as "marketable stock" under the
PFIC rules may be able to avoid the imposition of the PFIC tax rules described
above by making a mark-to-market election. Generally, pursuant to this election,
such holder would include in ordinary income, for each taxable year during which
such ADSs are held, an amount equal to the increase in value of the ADSs, which
increase will be determined by reference to the value of such ADSs at the end of
the current taxable year as compared with their value as of the end of the prior
taxable year. Holders desiring to make the mark-to-market election should
consult their tax advisors with respect to the application and effect of making
such election.
In the case of a U.S. Holder who does not make a mark-to-market
election, the special PFIC tax rules described above will not apply to such U.S.
Holder if the U.S. Holder elects to have the Company treated as a qualified
electing fund (a "QEF Election") and the Company provides certain required
information to holders. For a U.S. Holder to make a QEF election, the Company
would have to satisfy certain burdensome reporting requirements. The Company has
not determined whether it will undertake the necessary measures to be able to
satisfy such requirements in the event that the Company were treated as a PFIC.
A U.S. Holder that makes a QEF election will be currently taxable on
its pro rata share of the Company's ordinary earnings and net capital gain (at
ordinary income and capital gains rates, respectively) for each taxable year of
the Company, regardless of whether or not distributions were received. The U.S.
Holder's basis in the Shares or ADSs will be increased to reflect taxed but
undistributed income. Distributions of income that had previously been taxed
will result in a corresponding reduction of basis in the Shares or ADSs and will
not be taxed again as a distribution to the U.S. Holder.
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United States Backup Withholding and Information Reporting
A U.S. Holder may be subject to information reporting with respect to
dividends paid on, or proceeds of the sale or other disposition of, an ADS,
unless the U.S. Holder is a corporation or comes within certain other categories
of exempt recipients. A U.S. Holder that is not an exempt recipient may be
subject to backup withholding at a rate of 31% with respect to dividends paid
on, or the proceeds from the sale or the disposition of, an ADS unless the U.S.
Holder provides a taxpayer identification number and otherwise complies with
applicable requirements of the backup withholding rules. Any amount withheld
under these rules will be creditable against the U.S. Holder's U.S. federal
income tax liability or refundable to the extent that it exceeds such liability.
A U.S. Holder who does not provide a correct taxpayer identification number may
be subject to penalties imposed by the United States Internal Revenue Service.
Non-U.S. Holders generally may be subject to information reporting and
possible backup withholding with respect to the proceeds of the sale or other
disposition of ADSs effected within the United States, unless the holder
certifies to its foreign status or otherwise establishes an exemption (provided
that the broker does not have actual knowledge that the holder is a U.S.
holder).
Treasury regulations will modify certain of the rules discussed above
with respect to payments on the ADSs made after December 31, 1999. In
particular, a payor within the United States will be required to withhold 31% of
any payments of dividends on or proceeds from the sale of ADSs within the United
States to a non-exempt U.S. or Non-U.S. Holder if such holder fails to provide
appropriate certification. In the case of such payments by a payor within the
United States to a foreign partnership (other than one that qualifies as a
"withholding foreign partnership" within the meaning of such Treasury
regulations), the partners of such partnership will be required to provide the
certification discussed above in order to establish an exemption from backup
withholding tax and information reporting requirements. Moreover, a payor may
only rely on a certification provided by a Non-U.S. Holder if such payor does
not have actual knowledge or a reason to know that any information or
certification stated in such certificate is unreliable.
Transfer Reporting Requirements
The United States Treasury Department recently issued final regulations
with regard to reporting requirements relating to the transfer of cash to a
foreign corporation by U.S. persons or entities. The regulations are effective
for transfers made in taxable years beginning after February 5, 1999. Purchasers
of ADSs should consult their tax advisors regarding these requirements.
Senior Notes
Greek Taxation
The following discussion summarizes the principal Greek income tax
consequences of an investment in the Senior Notes by a U.S. Holder. This
disclosure does not discuss consequences to a holder that is a citizen or a
resident of the Hellenic Republic for tax purposes or a company or other entity
created or organized in or under the laws of the Hellenic Republic or that has a
connection to the Hellenic Republic other than its investment in the Senior
Notes. The following is a general description of certain Greek tax aspects of
the Senior Notes and does not purport to be a comprehensive description of such
tax aspects. No information is provided regarding the tax aspects of owning,
holding or disposing of the Senior Notes under applicable tax laws of any
jurisdiction other than the Hellenic Republic. The discussion is not intended as
tax advice to any particular investor, which can be rendered only in light of
that investor's particular tax situation.
Under the U.S./Greece Tax Treaty, interest on the Senior Notes paid to
a U.S. Holder that is a United States resident or corporation within the meaning
of the U.S./Greece Tax Treaty is exempt
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<PAGE>
from Greek income tax if (i) the U.S. Holder is not engaged in a trade or
business in Greece through a "permanent establishment" and (ii) the interest on
the Senior Notes does not exceed 9% per year. The mere holding of the Senior
Notes or the enforcement of rights with respect thereto will not constitute a
permanent establishment. The Company intends to treat all holders as U.S.
Holders not permanently established in Greece unless it has information to the
contrary.
Under the U.S./Greece Tax Treaty, if the Senior Notes bear interest at
a rate greater than 9%, a U.S. Holder will be subject to Greek income tax on the
amount of interest exceeding 9% (the "Excess Interest"). At the date of this
Annual Report on Form 20-F, the relevant income tax rates on interest earned
from sources in Greece are as follows: 0% to 45% for individuals and 35% or 40%
for corporations. For purposes of determining the income tax rate applicable to
a U.S. Holder, the Company intends to treat all holders as U.S. corporations
unless it has information to the contrary. If taxes must be withheld by the
Company or paid by the U.S. Holder, the Company, with certain exceptions, will
be liable for the payment of additional amounts, so that the U.S. Holder
receives the same amounts payable had no such Greek withholding or other taxes
been imposed. Holders that are not United States residents or corporations
within the meaning of the U.S./Greece Tax Treaty will not be entitled to
additional amounts in excess of those that would have been payable had such
Holders been United States residents or corporations within the meaning of the
U.S./Greece Tax Treaty.
Any capital gain earned by U.S. Holders upon the sale or exchange of
the Senior Notes is exempt from Greek income tax.
There are no Greek inheritance, gift or succession taxes applicable to
the ownership, transfer or disposition of the Senior Notes by a U.S. Holder,
except that such taxes will apply to the transfer by gift of the Senior Notes by
a U.S. Holder to a permanent resident of Greece and may apply to the transfer at
death of the Senior Notes by a U.S. Holder to a permanent resident of Greece.
There are no Greek stamp, issue, registration, or similar taxes or duties
payable by U.S. Holders of Senior Notes.
All investors are advised to consult their own tax advisors as to the
Greek tax consequences of this ownership and disposition of the Senior Notes,
including the effect of any regional or local tax laws.
United States Taxation
The following discussion summarizes certain United States federal
income tax consequences of an investment in the Senior Notes to a U.S. Holder.
The discussion is not a full description of all tax considerations that may be
relevant to the holding or disposition of the Senior Notes. It does not describe
any tax consequences arising under the tax laws of any state, locality or
foreign jurisdiction. This discussion assumes that such U.S. Holder holds the
Senior Notes as capital assets within the meaning of Section 1221 of the Code.
The discussion is based upon the provisions of the Code, the applicable
Treasury regulations promulgated and proposed thereunder, judicial authority and
current administrative rulings and practice, all of which are subject to change,
possibly on a retroactive basis.
This discussion does not purport to address all aspects of federal
income taxation that may be relevant to particular holders in light of their
personal circumstances and does not deal with persons that are subject to
special tax rules, such as dealers in securities, financial institutions, life
insurance companies, tax-exempt entities, persons holding the Senior Notes as a
part of a hedging or conversion transaction, a straddle or a constructive sale
and persons whose "functional currency" is not the United States dollar.
All investors are advised to consult their own tax advisors as to the
particular United States tax consequences of the ownership and disposition of
the Senior Notes.
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Stated Interest and Original Issue Discount. A Senior Note has original
issue discount ("OID") in an amount equal to the excess of the "stated
redemption price at maturity" of such Senior Note over its "issue price." The
"stated redemption price at maturity" of a Senior Note generally will be equal
to its stated principal amount. The "issue price" of the Senior Notes is the
first price at which a substantial amount of the Senior Notes was sold. (For
this purpose, sales to a bond house, broker, or similar person or organization
acting in the capacity of an underwriter, placement agent or wholesaler to the
public are ignored.)
A U.S. Holder will be required (absent the election described below to
treat all interest on a Senior Note as OID) to include in gross income the
stated interest on a Senior Note at the time that such interest accrues or is
received, in accordance with the U.S. Holder's regular method of accounting for
federal income tax purposes. A U.S. Holder also will be required to include OID
on a Senior Note in gross income as it accrues, prior to the receipt of payments
attributable to such income and regardless of such U.S. Holder's regular method
of accounting for federal income tax purposes. The amount of OID accruing during
each interest payment period is determined using the constant yield method of
accrual. The method by which OID is calculated will cause U.S. Holders of Senior
Notes to be required to include in income increasing amounts of OID in
successive accrual periods.
A U.S. Holder of a Senior Note, subject to certain limitations, may
elect to include in gross income for federal income tax purposes all interest
that accrues on a Senior Note by using the constant yield method described
above. For purposes of the election, interest includes stated and unstated
interest, acquisition discount, OID, de minimis OID, market discount and de
minimis market discount, as adjusted by any amortizable bond premium or
acquisition premium. In applying the constant yield method to a Senior Note with
respect to which an election is made, the issue price of the Senior Note will be
equal to the electing U.S. Holder's adjusted tax basis in the Senior Note
immediately after its acquisition and no payments on the Senior Note will be
treated as payments of stated interest. This election generally is applicable
only to the Senior Note with respect to which it is made and will not be
revocable without the consent of the Internal Revenue Service. If the election
is made with respect to a Senior Note with amortizable bond premium, the U.S.
Holder will be deemed to have elected to apply amortizable bond premium against
interest with respect to all debt instruments with amortizable bond premium held
by the electing U.S. Holder as of, or acquired after, the beginning of the
taxable year in which the Senior Note is acquired. Such an election, if made in
respect of a market discount bond, will constitute an election to include market
discount in income currently on all market discount bonds held by such U.S.
Holder. See the discussion under "Premium and Market Discount", below.
For purposes of determining a U.S. Holder's allowable U.S. foreign tax
credit, stated interest and OID on the Senior Notes will be treated as income
from sources outside the United States and will, with certain exceptions, be
treated separately, together with other items of "passive" or "financial
services" income or "high withholding tax interest," as applicable. To the
extent that payments of principal and interest are not subject to Greek income
or withholding tax (see above), the U.S. Holder will not have paid Greek tax
eligible for crediting but such foreign source income may affect the
creditability of foreign taxes imposed on other items of "passive" or "financial
services" income or "high withholding tax interest" from sources outside the
United States. To the extent that Greek income taxes must be withheld by the
Company or paid by the U.S. Holder, the Company will, with certain exceptions,
be liable for the payment of Additional Amounts so that the U.S. Holder will
receive the same amounts that would have been payable if no such withholding
taxes had been imposed. (If Additional Amounts are paid due to the imposition of
Greek withholding taxes, the U.S. Holder will be treated as having actually
received the amount of Greek taxes withheld by the Company with respect to a
Senior Note, and as then having paid over such withheld taxes to the Greek
taxing authorities. As a result, the amount of interest income included in gross
income for U.S. federal income tax purposes by a U.S. Holder with respect to a
payment of interest may be greater
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than the amount of cash actually received by the U.S. Holder with respect to
such payment. Further, if Additional Amounts are paid due to the U.S. Holder's
payment of tax to the Greek taxing authorities such Additional Amounts will be
included in the U.S. Holder's gross income for U.S. federal income tax purposes.
Subject to certain limitations, a U.S. Holder will generally be entitled to a
credit against its U.S. federal income tax liability, or a deduction in
computing its U.S. federal taxable income, for Greek income taxes withheld by
the Company and paid over to the Greek taxing authorities or for any taxes paid
directly to the Greek taxing authorities.
Change in Greek Income Withholding Tax Rate. The United States Internal
Revenue Service could take the position that the possibility that a change in
the Greek income withholding tax rate could occur during the term of the Senior
Notes will cause the Senior Notes to be treated under the rules applicable to
contingent payment debt instruments. If such position were successfully
asserted, gain realized by a U.S. Holder on the disposition of a Senior Note
would be recharacterized as ordinary income rather than capital gain and, under
present law, such gain would be subject to higher United States federal income
tax rates in the case of individual U.S. Holders. In addition, although these
rules could require a U.S. Holder to include projected amounts in income in
advance of the receipt of such amounts, a U.S. Holder would not be entitled to a
credit against its United States federal income tax liability or a deduction in
computing its United States federal taxable income for such Greek income taxes
until such taxes were paid to Greek taxing authorities.
Premium and Market Discount. If a subsequent U.S. Holder's tax basis in
a Senior Note is greater than its "adjusted issue price" (i.e., the issue price
of such Senior Note increased by the amount of OID accrued in prior periods and
reduced by prior payments made on the Senior Note other than payments of stated
interest) and less than or equal to its stated redemption price at maturity
(reduced by any payments made on the Senior Note other than payments of stated
interest) such excess will be considered "acquisition premium." The amount of
OID that such U.S. Holder must include in its gross income with respect to such
Senior Note for any taxable year generally is reduced by the portion of such
acquisition premium properly allocable to such year.
If a U.S. Holder of a Senior Note purchases the Senior Note for an
amount in excess of its principal amount (such excess generally being "bond
premium"), the U.S. Holder will not accrue OID and, in general, may elect to
amortize the bond premium over the period from the date of acquisition to the
maturity date of the Senior Note on a constant yield method and reduce the
amount of interest included in income in respect of the Senior Note by such
amortized amount. A U.S. Holder who elects to amortize bond premium must reduce
its adjusted tax basis in the Senior Note by the amount of such allowable
amortization.
If a U.S. Holder of a Senior Note purchases the Senior Note for an
amount that is less than its adjusted issue price, the difference generally will
be treated as "market discount." In such case, gain realized on the sale,
exchange or retirement of the Senior Note by such U.S. Holder and unrealized
appreciation on certain nontaxable dispositions of the Senior Note will be
treated as ordinary income to the extent of the market discount that accrued on
the Senior Note while held by such U.S. Holder (unless the U.S. Holder has made
an election to include such market discount in income as it accrues). Unless the
holder elects to treat market discount as accruing on a constant yield method,
market discount will be treated as accruing on a straight-line basis over the
term of the Senior Note. A U.S. Holder of a Senior Note acquired with market
discount who does not elect to include such market discount in income on a
current basis generally will be required to defer a portion of any interest
expense that may otherwise be deductible on any indebtedness incurred or
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maintained to purchase or carry the Senior Note until the maturity or earlier
disposition of the Senior Note in a taxable transaction.
Sale, Exchange or Retirement of the Senior Notes. A U.S. Holder's tax
basis in a Senior Note generally will be its cost, increased by the amount of
OID and market discount previously taken into income by the U.S. Holder and
decreased by any bond premium amortizable by the U.S. Holder with respect to the
Senior Note and by any payments that are not payments of stated interest. A U.S.
Holder generally will recognize gain or loss on the sale, exchange or retirement
of a Senior Note in an amount equal to the difference between the amount of cash
plus the fair market value of any property received upon the sale, exchange or
retirement (other than any such amount received in respect of accrued interest)
and the U.S. Holder's adjusted tax basis in the Senior Note. Gain or loss
recognized on the sale, exchange or retirement of a Senior Note (except to the
extent of accrued market discount, which will be taxable as ordinary income)
generally will be capital gain or loss. In the case of a noncorporate U.S.
Holder, the federal tax rate applicable to capital gains will depend upon the
holder's holding period for the Senior Notes, with a preferential rate available
for Senior Notes held for more than one year, and upon the holder's marginal tax
rate for ordinary income. The deductibility of capital losses is subject to
limitations. Gain realized on the sale, exchange or retirement of a Senior Note
by a U.S. Holder will generally be treated as United States source income. Under
temporary Treasury regulations generally effective for loss recognized after
January 10, 1999, loss realized by a U.S. Holder on the sale, exchange or
retirement of a Senior Note generally also will be treated as from sources
within the United States (with exceptions relating to unamortized premium,
accrued but unpaid interest, offsetting positions and certain other situations).
Item 8. SELECTED FINANCIAL DATA.
The following selected statement of operations and balance sheet data
of the Company as of December 31, 1995, 1996, 1997 and 1998 and for the 18
months ended December 31, 1995 and the fiscal years ended December 31, 1996,
1997 and 1998 have been derived from the Company's audited financial statements.
The financial statements as of December 31, 1997 and 1998 and the fiscal years
ended December 31, 1996, 1997 and 1998 are included elsewhere in this Annual
Report and have been audited by KPMG Peat Marwick Kyriacou, independent
auditors, as stated in their report included herein. This selected statement of
operations and balance sheet data should be read in conjunction with the
Financial Statements and the Notes thereto included elsewhere in this Annual
Report. The selected statement of operations and balance sheet data of the
Company as of June 30, 1994 and December 31, 1994 and for the fiscal years ended
June 30, 1994, the six months ended December 31, 1994 and the 12 months ended
December 31, 1995 have been derived without material adjustment from unaudited
financial statements of the Company. In the opinion of management, the unaudited
financial statements of the Company have been prepared on the same basis as the
audited financial statements included herein and include all adjustments
necessary for the fair presentation of financial position and results of
operations at these dates and for these periods, which adjustments are only of a
normal recurring nature.
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<TABLE>
<CAPTION>
Eighteen Months Ended
December 31, 1995(1)
Twelve
Six Months Months
Ended Ended Fiscal Year Ended
December 31 December 31, December 31,
----------- ------------ ------------
1994 1994 1995 Total 1996 1997 1998 1998
(GRD) (GRD) (GRD) (GRD) (GRD) (GRD) (GRD) ($)(2)
(in millions except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data
Advertising revenue.............. 20,922 9,060 19,097 28,157 22,086 23,242 28,685 102.5
Related party revenue............ 161 94 400 494 3,139 2,317 2,899 10.3
Other revenue.................... 80 64 123 187 141 192 220 0.8
------ ------ ------ ------ ------ ------ ------ ------
Total net revenue................ 21,163 9,218 19,620 28,838 25,366 25,751 31,804 113.6
Cost of sales.................... 7,047 3,514 7,244 10,758 7,562 5,394 5,142 18.4
Selling, general and administrative
expenses....................... 2,489 1,423 2,177 3,600 3,117 3,716 3,762 13.4
Amortization of programming costs 7,773 2,895 6,823 9,718 11,565 12,434 12,383 44.2
Depreciation..................... 378 227 455 682 467 494 600 2.2
------ ------ ------ ------ ------ ------ ------ ------
Operating income................. 3,476 1,159 2,921 4,080 2,655 3,713 9,917 35.4
Interest expense, net............ 1,581 1,527 2,188 3,715 2,049 2,533 2,847 10.2
Foreign exchange
(losses) gains and
other, net(3).................... (680) (28) (192) (220) 297 (679) (4,007) (14.3)
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) before income taxes 1,215 (396) 541 145 903 501 3,063 10.9
Provision (benefit) for
income taxes(3).................. 494 (128) 193 65 431 248 2,078 7.4
------ ------ ------ ------ ------ ------ ------ ------
Net income (loss)................ 721 (268) 348 80 472 253 985 3.5
====== ====== ====== ====== ====== ====== ====== ======
Basic and diluted earnings (loss) per
share(4)....................... -- (16.0) 20.8 4.8 28.1 15.1 58.8 0.2
====== ====== ====== ====== ====== ====== ====== ======
Balance Sheet Data (at period end)
Total assets..................... 26,941 32,932 37,084 37,084 35,504 52,081 58,879 210.4
Long-term obligations............ 207 509 3,068 3,068 2,001 32,718 32,600 116.5
Total debt(5).................... 12,660 16,769 19,243 19,243 14,780 32,790 32,666 116.8
Shareholders' equity............. 4,579 4,311 4,659 4,659 5,131 5,385 5,370 19.2
Other Data
EBITD(6)......................... -- 1,386 3,376 4,762 3,122 4,207 10,517 37.6
Net cash (used in) provided by
operating activities........... -- (3,068) (1,021) (4,088) 1,857 (4,785) 4,152 14.8
Net cash used in
investing activities........... -- (351) (279) (630) (226) (240) (385) (1.4)
Net cash provided by (used in)
financing activities........... -- 4,568 2,015 6,583 (4,463) 16,609 (3,963) (14.2)
Cash dividends per share......... -- -- -- -- -- -- 59.6 0.2
</TABLE>
(1) During 1995, the Company changed its fiscal year-end to December 31.
(2) Translation of drachmae into dollars has been made at the rate of $1.00 =
GRD 279.90 (the Noon Buying Rate on December 31, 1998). Such translation is
provided solely for the convenience of the reader. On March 29, 1999, the
Noon Buying Rate was $1.00 = GRD 304.50. See "--Exchange Rates."
(3) During Fiscal 1998, the drachma appreciated against the U.S. dollar, which
resulted in a foreign exchange loss on a forward contract for which no tax
benefit has been recognized due to the uncertainty of the ultimate ability
to realize such tax benefit. See "Item 9A. Quantitative and Qualitative
Disclosures About Market Risk."
(4) Earnings per share for Fiscal 1994 are not presented, as such amounts are
not significant.
(5) Total debt includes bank overdrafts and short-term borrowings, long-term
indebtedness (including the current portion thereof) and long-term
obligations under capital leases (including the current portion thereof).
36
<PAGE>
(6) EBITD represents earnings before interest expense, income taxes and
depreciation. It is calculated after amortization of programming costs.
Management believes that EBITD is a useful measure of operating performance
because it is industry practice to evaluate operations based on operating
income before interest and depreciation, which is generally equivalent to
EBITD and EBITD is unaffected by the debt and equity structure of a
company. EBITD does not represent cash flow from operations as defined by
U.S. GAAP, is not necessarily indicative of cash available to fund all cash
flow needs and should not be considered as an alternative to net income
under U.S. GAAP for purposes of evaluating the Company's results of
operations.
Exchange Rates
The table below sets forth, for the periods and dates indicated,
certain information concerning the exchange rate for the drachma against the
dollar based on the Noon Buying Rate.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1994 1995 1996 1997 1998(2)
---- ---- ---- ---- -------
(drachmae per dollar)
<S> <C> <C> <C> <C> <C>
High................................................. 253.34 242.47 247.80 287.25 323.13
Low.................................................. 230.02 221.80 234.58 257.55 276.60
Average(1)........................................... 241.59 231.27 240.82 274.47 295.70
Rate at end of period................................ 240.47 237.10 246.96 284.02 279.90
</TABLE>
- ------------------------
(1) The average of the Noon Buying Rate on the last day of each month during
the applicable period.
(2) The drachma was devalued in March 1998. See "Item 9A. Quantitative and
Qualitative Disclosures About Market Risk."
37
<PAGE>
Item 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion and analysis should be read together with the
Financial Statements, including the Notes thereto, and the other financial
information included elsewhere in this Annual Report. The Company maintains its
accounting records and publishes its statutory financial statements in
accordance with Greek tax and corporate regulations. Certain adjustments have
been made to these records to prepare the Financial Statements and other
financial information in this Annual Report in accordance with U.S. GAAP. This
Annual Report contains certain forward-looking statements within the meaning of
the federal securities laws. Actual results and the timing of certain events
could differ materially from those projected in the forward-looking statements
due to a number of factors, including those set forth elsewhere in this Annual
Report. See "Special Note Regarding Forward- Looking Statements."
General
Antenna was formed as a societe anonyme and began operations at the end
of 1989, shortly after the introduction of private commercial television in
Greece. The Company derives a substantial portion of its revenue from the sale
of television advertising time (90.2% of total net revenue in Fiscal 1998, 90.3%
in Fiscal 1997 and 87.1% in Fiscal 1996). Advertising is sold in time increments
and is priced primarily on the basis of the program's popularity, as
demonstrated by its ratings, within the demographic group that an advertiser
desires to reach. In addition, advertising rates are affected by the number of
advertisers competing for the available time and the availability of alternative
advertising media. The Company seeks to maximize its advertising revenue by
broadcasting programming that appeals to a variety of audience segments
representing a broad cross- section of the Greek population. Antenna places
particular emphasis on attracting viewers from demographic groups that are most
attractive to advertisers and offering advertisers creative and flexible
marketing opportunities.
Substantially all of the Company's advertising revenue is generated
from national advertising arrangements and contracts with the local affiliates
of international advertising agencies, representing both multinational
advertisers such as Procter & Gamble, Unilever, Estee Lauder, Coca-Cola Hellas
and Colgate-Palmolive, and national advertisers such as OTE, Telestet, Panafon
(Greek telecommunications companies) and Fage and Delta (Greek dairy companies).
See "Item 1. Business--Television Advertising." The Company currently uses its
own sales force to sell advertising time. Arrangements for advertising are
reached during the first quarter of each year, at which time estimates of annual
revenue are determined. Advertising time generally is reserved on a monthly
basis, with a small proportion booked on a spot basis. Advertising revenue is
recorded when the advertisement is aired. As is common in the industry, the
Company provides certain advertising agencies with an incentive rebate (up to a
maximum of 9.9% of the cost of the airtime purchased, as permitted by law), and
at the end of each year the rebates are calculated and the advertising agencies
entitled thereto invoice the Company for airtime credit for the following year
reflecting the rebates. Such rebates are estimated and accrued on a quarterly
basis as the related revenues are earned. Revenue is recorded net of the
rebates. While most advertising arrangements tend to be reviewed on an annual
basis, and typically are renewed, the Company seeks to develop and maintain
long-term relationships with the agencies and advertisers.
Regulatory changes effective January 1, 1996 had the effect of greatly
reducing discounts and free airtime offered to advertisers, requiring
advertisers to pay the full cost (and taxes based on such full cost) set forth
in the broadcaster's price list for a particular time slot, as filed with the
Greek tax authorities. A joint directive of the Greek Ministry of Press and Mass
Media and Ministry of Finance, for the purpose of clarifying the term
"advertising" under Greek tax law, broadened the definition beyond spots aired
in return for cash payments to cover all publicity aired. The directive also
clarified
38
<PAGE>
a number of procedures relating to collection of taxes in respect of
advertising. See "Item 1. Business--Regulation."
While the Company sells a significant portion of its available
advertising time, it does not sell all of it. The Company sold approximately 84%
of total available advertising time during prime time broadcasts and
approximately 63% of total available advertising time (including dead time
allocated to audiotext, infomercials and home shopping) during Fiscal 1998. See
"Item 1. Business--Television Advertising--General." The Company uses a variety
of means to utilize unsold advertising time in all time periods (commonly
referred to as "dead time") to improve its operating results and cash flows.
Such other sources include audiotext and infomercials. The Company derives
revenue from two affiliated entities, Audiotex, which generates audiotext
revenue, and Epikinonia, which produces infomercials and pays Antenna for
production and technical support. See "Item 13. Interest of Management in
Certain Transactions." The Company intends to use a portion of the proceeds of
the Offering to acquire a 51% interest in Audiotex. See "Item 16. Changes in
Securities, Changes in Security for Registered Securities and Use of Proceeds."
The Company also derives revenue from royalties received from
syndicating its own programming. Such programming sales are made to a variety of
users, including a television network in Cyprus (operated by Antenna Cyprus),
and broadcasters targeting Greek-speaking viewers in the United States, Canada
and Australia. Sales of programming to Greek-speaking viewers in the United
States and Canada are made through Antenna Satellite and in Australia through
Pacific Broadcast, companies affiliated with Mr. Minos Kyriakou. Revenue derived
from Antenna Satellite, Antenna Cyprus and Pacific Broadcast represented revenue
from sources outside Greece. See Note 23 of Notes to Financial Statements. The
Company intends to use a portion of the proceeds of the Offering to acquire a
100% interest in Pacific Broadcast. In addition, selected news footage is sold
to other news broadcasters around the world. The Company also expects to derive
revenue from various other sources in the future. See "Item 1. Business--The
Company--Business Strategy" and "--Other Sources of Revenue."
The Company's revenue fluctuates throughout the year, with advertising
revenue at its lowest level during the Company's third fiscal quarter
(approximately 11.0% of total net revenue in Fiscal 1998), and at its highest
level during the fourth fiscal quarter (approximately 37.3% of total net revenue
in Fiscal 1998).
Cost of sales includes the costs of acquiring foreign programming and
Greek features and the cost of gathering, producing and broadcasting news.
Selling, general and administrative expenses ("SG&A") includes payroll costs and
sales, marketing and promotion costs, the broadcast license fee and other
operating and administrative expenses. In September 1996, the Company began
accruing, for the first time, the broadcast license fee payable pursuant to the
Media Law. See "Item 1. Business--Regulation." This fee currently is calculated
on the basis of 2% of gross advertising revenue.
Programming costs generally either are expensed as cost of sales in the
year incurred or capitalized and amortized over a period of three to four years.
Programs that are expensed in the current period include news programs and a
portion of acquired programming (principally Greek features). For such
programming, substantially all of the value is realized upon the initial
broadcast, either because of the topical nature of the programming or, in the
case of acquired programming, contractual limitations on subsequent broadcasts.
Acquired foreign programs, which have contracts limiting the Company to a
specific number of broadcasts during their term (usually two broadcasts during a
two- or three-year period), are expensed in equal portions each time the program
is broadcast. The costs of other programming, such as series, soap operas,
shows, and made-for- television movies, where substantial value can be realized
through multiple broadcasts or syndication, are capitalized as an asset and
amortized, unless the Company determines during the current period
39
<PAGE>
that a program is unlikely to generate revenue in future periods, in which case
the associated costs are expensed in the current period.
The Company follows U.S. Financial Accounting Standards Board Statement
No. 53 Financial Reporting by Producers and Distributors of Motion Picture Films
("SFAS 53") regarding the amortization of programming production and acquisition
costs. Consequently, all direct and certain indirect production costs (other
than in respect of news and similar programming) are capitalized as investment
in programs. These costs are stated at the lower of unamortized cost or
estimated net realizable value. Under SFAS 53, estimated total production costs
for an individual program or series are amortized in the proportion that the
revenue realized relates to management's estimate of the total future revenue
expected to be generated from such program or series based upon past experience.
Estimates of future revenues are reviewed periodically in relation to historical
revenue trends and the amortization of programming costs is adjusted
accordingly. To the extent such estimates differ from the actual results, such
amortization periods will be adjusted. Such adjustments could have a material
adverse effect on the Company's financial condition and results of operations.
An important component of the Company's strategy for maximizing
operating performance and long-term profitability is to continue making
investments in programming to build up its own programming library. It has
implemented this strategy over the past few years by significantly increasing
its programming expenditures. The Company retains all rights to the programming
in its library and believes that such rights may represent values in excess of
net book value. Such value is demonstrated by the advertising revenue that the
Company generates from rebroadcasting programming produced in prior years and
from programming syndicated to other networks, including, in each case,
programming for which the production costs have been fully amortized. In certain
cases, advertising revenue has exceeded the advertising revenue generated from
the initial broadcast. The Company expects to continue to expand its programming
library and to exploit the library through the airing of reruns and the
distribution and syndication of broadcast rights to third parties. Programming
from the library is broadcast to Greeks abroad through third parties and in the
future will also be broadcast directly. Management will continue to evaluate the
total estimated revenues as new markets are entered and revenues are realized.
Following its proposed acquisitions of interests in Audiotex, Pacific
Broadcast, Antenna Radio and Antenna Spoudastiki (the "Acquisitions"), the
Company will own 51% of Audiotex, 100% of Pacific Broadcast, 99.97% of Antenna
Radio and 100% of Antenna Spoudastiki, all of the results of which will be
consolidated with Antenna's results (and, in place of related party revenue, the
Company will record the underlying revenue and income (loss) of the acquired
entities after elimination of intercompany adjustments), except Audiotex, which
will be accounted for using the equity method, as the minority shareholder has
significant veto rights in operating decisions. The proposed business
combinations are among businesses under common control and will, therefore, be
accounted for "as if" a pooling of interest had occurred for periods subsequent
to September 1, 1998, the date such companies came under common control.
Accordingly, the balance sheets and statements of operations will be combined
based upon their book values and historical results of operations, respectively.
The cash amounts to be paid for the Acquisitions, in excess of the book values
of the businesses being acquired, will be treated as a dividend to the selling
shareholders.
Results of Operations
Fiscal Year Ended December 31, 1998
Compared to Fiscal Year Ended December 31, 1997
Net revenue increased GRD 6,053 million ($21.6 million), or 23.5%, from
GRD 25,751 million ($92.0 million) in Fiscal 1997 to GRD 31,804 million ($113.6
million) in Fiscal 1998. This increase was attributable primarily to an increase
in advertising revenue and, to a lesser
40
<PAGE>
extent, related party revenue. Advertising revenue, which comprised 90.2% of
total net revenues for Fiscal 1998 (90.3% in the prior period), increased GRD
5,443 million ($19.5 million), or 23.4%, from GRD 23,242 million ($83.0 million)
in Fiscal 1997 to GRD 28,685 million ($102.5 million) in Fiscal 1998, reflecting
increases principally in volume (reflecting the sale of more advertising between
the hours 7:00 a.m. and 1:00 a.m., higher ratings and audience share, and growth
in the television advertising market generally) and to a lesser extent rates
(which increased on average by approximately 6.0%). Rebates granted to
advertisers in Fiscal 1998 totaled GRD 2,160 million ($7.7 million) compared to
GRD 1,856 million ($6.6 million) in Fiscal 1997.
Related party revenue increased GRD 582 million ($2.0 million), or
25.1%, from GRD 2,317 million ($8.3 million) in Fiscal 1997 to GRD 2,899 million
($10.3 million) in Fiscal 1998, which increase was attributable principally to
revenue from Pacific Broadcast (reflecting programming revenue earned for the
full year in 1998 as compared to six months in 1997), Antenna Satellite
(reflecting an increased license fee for the full year in 1998 as compared to
six months in 1997), Antenna Radio (representing interest on credit facility),
Antenna Cyprus, Audiotex (from audiotext revenue) and Epikinonia (reflecting an
increased use of infomercials by advertisers), partially offset by the absence
of revenue from Catalogue Auctions Hellas S.A. ("Catalogue Auctions") in 1998.
Other revenue, representing revenue from program sales, Visa(R) card
fees and commissions, and revenue from the provision of technical services and
from infomercials, increased GRD 28 million ($0.1 million), or 14.5%, from GRD
192 million ($0.7 million) in Fiscal 1997 to GRD 220 million ($0.8 million) in
Fiscal 1998, as a result of increased revenues from Antenna's branded credit
card and sales of programming to third parties, partially offset by lower
technical services revenue.
Cost of sales decreased GRD 252 million ($0.9 million), or 4.7%, from
GRD 5,394 million ($19.3 million) in Fiscal 1997 to GRD 5,142 million ($18.4
million) in Fiscal 1998, in spite of the increase in net revenue in Fiscal 1998.
This decrease was attributable primarily to a decrease in costs associated with
the acquisition of foreign programming (reflecting lower volumes (because the
Company broadcast a higher ratio of Greek features to foreign films than it had
in the past) and lower prices (because Greek features are generally less
expensive than foreign films)) and the production of news (reflecting in large
part coverage of municipal elections and other events), partially offset by an
increase in the costs associated with the acquisition of Greek features
(reflecting the shift in programming which led to an increase in volume).
SG&A increased GRD 46 million ($0.1 million), or 1.2%, from GRD 3,716
million ($13.3 million) in Fiscal 1997 to GRD 3,762 million ($13.4 million) in
Fiscal 1998. This increase was attributable principally to higher broadcast
license fees (because of increased revenue and assessments in respect of prior
frequency fee accruals), higher market research expenses (associated with the
Company's strategy of producing high quality, innovative programming that
appeals to audiences attractive to advertisers), higher legal and accounting
expenses (associated with the Company's obligations as a reporting company under
the United States Securities Exchange Act of 1934 (the "Exchange Act")) and a
higher payroll (due to salary increases), partially offset by decreases in sales
promotion and advertising, travel and general office expenses.
Amortization of programming costs decreased GRD 51 million ($0.2
million), or 0.4%, from GRD 12,434 million ($44.4 million) in Fiscal 1997 to GRD
12,383 million ($44.2 million) in Fiscal 1998. In September 1998, the contract
to broadcast basketball games of a National Greek Championship league terminated
and was not renewed. Such games will be broadcast exclusively by the pay
television network and, accordingly, the decision not to renew such contract is
not expected to impact the Company's advertising share. Such decision resulted
principally in lower programming costs and which in turn resulted in lower
amortization.
Depreciation increased GRD 106 million ($0.4 million), or 21.2%, from
GRD 494 million
41
<PAGE>
($1.8 million) in Fiscal 1997 to GRD 600 million ($2.2 million) in Fiscal 1998.
Operating income increased GRD 6,204 million ($22.1 million), or 167%,
from GRD 3,713 million ($13.3 million) in Fiscal 1997 to 9,917 million ($35.4
million) in Fiscal 1998, principally reflecting an increase in total net revenue
during the period and lower cost of sales, partially offset by a slight increase
in SG&A.
Interest expense, net increased GRD 314 million ($1.1 million), or
12.4%, from GRD 2,533 million ($9.1 million) in Fiscal 1997 to GRD 2,847 million
($10.2 million) in Fiscal 1998, reflecting an increase in gross interest expense
resulting from the issuance of the Senior Notes and a decrease in interest
income primarily as a result of lower interest rates during Fiscal 1998. See
"--Liquidity and Capital Resources."
Foreign exchange losses and other, net increased GRD 3,328 million
($11.9 million) from GRD 679 million ($2.4 million) in Fiscal 1997 to GRD 4,007
million ($14.3 million) in Fiscal 1998, primarily due to the amortization of the
premium on the foreign exchange contract of GRD 1,305 million ($4.7 million),
the loss on the foreign exchange contract of GRD 2,464 million ($8.8 million)
and the loss on a foreign currency option of GRD 254 million ($0.9 million). The
exchange rate for converting drachmae to dollars ranged from 276.60 to 323.13,
reflecting in part a 14% devaluation of the drachma in March 1998, with the
drachma appreciating to 279.90 at period-end. See "Item 9A.
Quantitative and Qualitative Disclosures About Market Risk."
Provision for income taxes increased GRD 1,830 million ($6.5 million)
from GRD 248 million ($0.9 million) in Fiscal 1997 to GRD 2,078 million ($7.4
million) in Fiscal 1998 due principally to higher income before taxes, and an
increase in the valuation allowance taken on deferred tax assets (arising from
tax losses in 1999, primarily due to the foreign exchange loss incurred on the
forward contract which will not fully reverse before its expiration).
Net income increased GRD 732 million ($2.6 million) from GRD 253
million ($0.9 million) in Fiscal 1997 to GRD 985 million ($3.5 million) in
Fiscal 1998. As a percentage of total net revenue, net income increased 1.0% to
3.1%.
Fiscal Year Ended December 31, 1997
Compared to Fiscal Year Ended December 31, 1996
Net revenue increased GRD 385 million ($1.4 million), or 1.5%, from GRD
25,366 million ($90.6 million) in Fiscal 1996 to GRD 25,751 million ($92.0
million) in Fiscal 1997. This increase was attributable primarily to an increase
in advertising revenue, which comprised 90.3% of total net revenue in Fiscal
1997, partially offset by a decrease in related party revenues. Advertising
revenue increased GRD 1,156 million ($4.1 million), or 5.2%, in Fiscal 1997 over
Fiscal 1996, which increase was attributable principally to a reduction in dead
time and an increase in volume of advertising as a result of refinements by the
Company in its programming mix to better reach the target audiences of its
advertisers, including through the use of sponsored one- to two-minute fillers.
Rebates granted to advertisers in Fiscal 1997 totaled GRD 1,856 million ($6.6
million) compared to GRD 1,633 million ($5.8 million) in Fiscal 1996.
Related party revenue decreased GRD 822 million ($2.9 million), or
26.2%, from GRD 3,139 million ($11.2 million) in Fiscal 1996 to GRD 2,317
million ($8.3 million) in Fiscal 1997, as a result of a non-recurring
distribution license fee in Fiscal 1996 from Antenna Satellite of GRD 1,354
million ($4.8 million), partially offset by increased revenues from Epikinonia
(reflecting increased use among advertisers of infomercials), Audiotex
(reflecting an expanded range of services provided to Audiotex), Antenna Cyprus
(reflecting increased program sales) and Antenna Radio (representing interest on
a credit facility). See "Item 13. Interest of Management in Certain
Transactions." The decrease in revenue from related parties was also partially
offset by revenue from two affiliated
42
<PAGE>
companies which began operations in 1997: Catalogue Auctions (GRD 34 million
($0.1 million)) and Pacific Broadcast (GRD 259 million ($0.9 million)). See
"Item 13. Interest of Management in Certain Transactions."
Other revenue increased 36.2% from GRD 141 million ($0.5 million) in
Fiscal 1996 to GRD 192 million ($0.7 million) in Fiscal 1997, as a result of
increased revenue from the provision of technical services (principally to local
networks) and revenue from distribution agreements and Visa card fees and
commissions, partially offset by a decrease in telemarketing revenue.
Cost of sales decreased GRD 2,168 million ($7.7 million), or 28.7%,
from GRD 7,562 million ($27.0 million) in Fiscal 1996 to GRD 5,394 million
($19.3 million) in Fiscal 1997. This decrease was attributable primarily to a
decrease of GRD 1,789 million ($6.4 million) in costs associated with the
acquisition of foreign programming and Greek features (reflecting lower average
prices and lower volume) as the Company made greater use of its library, and a
decrease in costs associated with the production of news (reflecting the impact
of the Company's cost containment efforts commenced in Fiscal 1996).
SG&A increased GRD 600 million ($2.2 million), or 19.2%, from GRD 3,117
million ($11.1 million) in Fiscal 1996 to GRD 3,717 million ($13.3 million) in
Fiscal 1997. This increase was attributable principally to the impact of
broadcast license fees for a full year, which increased GRD 342 million ($1.2
million), and higher advertising, market research and sales promotion expenses
(principally costs associated with testing of audience response to programming),
which increased GRD 160 million ($0.6 million), and the accrual of auditing and
consulting fees in connection with the issuance of the Senior Notes.
Amortization of programming costs increased GRD 869 million ($3.1
million), or 7.5%, from GRD 11,565 million ($41.3 million) in Fiscal 1996 to GRD
12,434 million ($44.4 million) in Fiscal 1997, which reflected the cumulative
effect of amortizing programming costs from increased programming expenditures
in current and prior years.
Depreciation and other amortization increased GRD 27 million ($0.1
million), or 5.8%, from GRD 468 million ($1.7 million) in Fiscal 1996 to GRD 495
million ($1.8 million) in Fiscal 1997.
Operating income increased GRD 1,058 million ($3.8 million), or 39.8%,
from GRD 2,655 million ($9.5 million) in Fiscal 1996 to GRD 3,713 million ($13.3
million) in Fiscal 1997, principally reflecting a decrease in costs of sales and
an increase in total net revenue, partially offset by an increase in SG&A.
Interest expense, net increased GRD 483 million ($1.7 million), or
23.6%, from GRD 2,049 million ($7.3 million) in Fiscal 1996 to GRD 2,532 million
($9.0 million) in Fiscal 1997, reflecting higher levels of long term debt
(including the Senior Notes), partially offset by an increase in interest income
as a result of higher levels of cash on hand.
Foreign exchange (losses) gains and other, net increased GRD 976
million ($3.5 million) from a gain of GRD 297 million ($1.1 million) in Fiscal
1996 to a loss of GRD 679 million ($2.4 million), reflecting a foreign exchange
loss in 1997 due to depreciation of the drachma, compared to a gain in 1996,
offset in part by an increase in other income.
Provision for income taxes decreased GRD 183 million ($0.6 million)
from GRD 431 million ($1.5 million) in Fiscal 1996 to GRD 248 million ($0.9
million) in Fiscal 1997. The statutory rate during these periods was 35%. The
effective tax rate was slightly higher during Fiscal 1997 primarily reflecting
higher levels of non-deductible expenses during that period. Subsequent to
year-end 1997, the statutory tax rate was increased from 35% to 40%.
43
<PAGE>
Net income decreased GRD 219 million ($0.8 million) to GRD 253 million
($0.9 million). As a percentage of total net revenue, net income decreased from
1.9% to 1.0%.
Liquidity and Capital Resources
The Company historically has funded its operations, expenditures for
programming, working capital requirements and capital expenditures principally
through a combination of indebtedness and cash flow from operations. As of
December 31, 1998, the Company had approximately GRD 32,600 million ($116.5
million) of total long-term debt (principally the Senior Notes, as well as
long-term obligations under capital leases).
The Company's principal uses of funds are payments for programming
(which includes cash expenditures for programming aired during the period plus
cash expenditures for programming to be aired in the future), which expenditures
totaled GRD 13,468 million ($48.1 million) in Fiscal 1997 and GRD 14,401 million
($51.4 million) in Fiscal 1998. The Company intends to use approximately $25.2
million of the net proceeds from the Offering, together with available cash of
GRD 11,285 million ($40.3 million) as of December 31, 1998, to fund the
Acquisitions, its investment in digital production, news gathering and
transmission equipment, the acquisition of new offices and production facilities
and the distribution of programming in Europe and South Africa. The balance of
the proceeds (approximately $61.3 million) will be used to fund the Company's
investment in a DTH venture, if an appropriate opportunity presents itself, to
develop DTH programming and channels, and for working capital and general
corporate purposes (including, without limitation, the reduction of the
Company's indebtedness from time to time). See "Item 16. Changes in Securities,
Changes in Security for Registered Securities and Use of Proceeds." In
connection with its acquisition of Antenna Radio, the Company will assume
approximately $5.2 million of indebtedness (which it intends to repay over time
with operating cash from Antenna Radio). Based on its current analysis of
operations, management believes that the balance of the proceeds together with
cash flow from operations will be sufficient to meet its cash flow needs for the
current fiscal year. Factors beyond the Company's control may cause its
anticipated cash flow needs to vary in the future. See "Special Note Regarding
Forward-Looking Statements."
Operating Activities. Net cash used in operating activities was GRD
4,785 million ($17.1 million) in Fiscal 1997 compared to net cash provided of
GRD 4,152 million ($14.8 million) in Fiscal 1998, reflecting an increase in
income from operations and an increase in accrued expenses. Net cash provided by
operating activities was GRD 1,857 million ($6.6 million) in Fiscal 1996.
Investing Activities. Net cash used in investing activities was GRD 240
million ($0.9 million) in Fiscal 1997 and GRD 385 million ($1.4 million) in
Fiscal 1998, reflecting increased purchases of fixed assets such as technical,
computer and office equipment. Net cash used in investing activities was GRD 226
million ($0.8 million) in Fiscal 1996.
Financing Activities. Net cash provided by financing activities was GRD
16,609 million ($59.3 million) in Fiscal 1997 compared to net cash used of GRD
3,963 million ($14.2 million) in Fiscal 1998. In Fiscal 1997, the Company raised
the proceeds from the Senior Notes which, together with available cash, were
used to fund operating activities. In Fiscal 1998, the Company used cash
provided by operating activities to fund the payment of dividends and other
financial expenses. Net cash used in financing activities was GRD 4,463 million
($15.9 million) in Fiscal 1996.
Distributable Reserves. The Company had distributable reserves in its
Greek statutory accounts of approximately GRD 1,626 million ($5.8 million), and,
subject to the provisions of an indenture, dated as of August 12, 1997 (the
"Indenture"), between the Company and The Bank of New York, as trustee,
distributed GRD 1,000 million ($3.6 million) of such reserves in August 1998 as
a dividend, which was declared in June 1998. Other than the foregoing, the
Company does not
44
<PAGE>
intend to pay dividends for the foreseeable future. The declaration of future
dividends will be subject to the requirements of Greek corporate law and the
terms of the Indenture. See Note 20 of Notes to Financial Statements.
Other Long-term Liability. The Company has an outstanding liability to
the Pension Fund for Athens and Thessaloniki Newspaper Employees for advertiser
contributions. It is expected that the repayment terms will be structured over
approximately three years. An installment of approximately GRD 322 million ($1.2
million) was paid during Fiscal 1997 and approximately GRD 1,001 million ($3.6
million) was paid during Fiscal 1998.
Year 2000 and Euro Conversion
The Company is aware of the issues associated with the programming code
in existing computer systems as the millennium (Year 2000) approaches. The "Year
2000 problem" is pervasive and complex as virtually every computer operation
will be affected in some way by the rollover of the two digit year value to 00.
The issue is whether computer systems will properly recognize date sensitive
information when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause a system to
fail.
The Company is in the process of upgrading its management information
system under the direction of the Information Technology Department. The
principal areas affected by the Year 2000 problem are its computer network,
customer billing system and business systems (accounting, finance, advertising,
marketing, human resources, journalist support and transmission systems). The
hardware related to its computer network is Year 2000-compliant, while the
operating systems related to the computer network are expected to be year
2000-compliant by mid-1999. During 1998, the Company spent GRD 52 million ($0.2
million) upgrading its computer network. The software applications related to
its business systems are expected to be Year 2000-compliant by early 1999. The
cost of upgrading the Company's accounting and finance systems is estimated to
be GRD 50 million ($0.2 million). The balance of the necessary upgrades will be
completed by the end of 1999, at a cost of approximately GRD 92 million ($0.3
million).
The Company is continuing to evaluate the extent to which
non-information technology systems may be impacted by the Year 2000 and the
types of contingency plans that may be necessary if its management information
systems and/or non-information technology systems were to be non- Year 2000
compliant. Such an evaluation is expected to be completed by mid-March 1999. The
Company is also continuing to evaluate the extent to which failure of third
parties with which the Company interacts to be Year 2000-compliant could have a
material adverse effect on the Company's financial condition or results of
operations. Such third parties could include, among others, advertisers,
providers of satellite transmission facilities, production companies and
suppliers of foreign programming. Any Year 2000 compliance problem of the
Company, any of its vendors and any other company with which it interacts or
otherwise does business could have a material adverse effect on the Company's
financial condition or results of operations. The Company's Year 2000 upgrade is
expected to be completed by mid-1999. The Company has not yet developed
contingency plans that address its failure to be Year 2000-compliant or the
failure of third parties with which the Company deals to be Year 2000-compliant.
The Company's revenues and expenses are denominated in drachmae and
dollars. Greece is not among the eleven members of the European Union whose
currencies became subject to conversion to the euro commencing January 1, 1999.
The Company is not party to any material contracts in which payment is expected
to be made in a currency which is scheduled to be converted to the euro. The
Company's upgraded management information system is expected to be capable of
handling conversion to the euro.
45
<PAGE>
Inflation
Although the Greek economy has long been subject to both high levels of
inflation and the effects of the Greek government's measures to curb inflation
such as high real interest rates, the Company does not believe inflation has had
a material effect on its results of operations or financial condition for the
periods presented. Greece experienced average annual rates of inflation of
10.9%, 8.9%, 8.2%, 5.6% and 4.8% in the years 1994 through 1998, respectively.
Recent Accounting Pronouncements
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management has not determined the effect of the adoption of SFAS 133.
Accounting for Computer Software
In January 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 98-1, "Accounting for the costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1
becomes effective for all fiscal years beginning after December 15, 1998. The
Company does not expect the adoption of SOP 98-1 to have a material impact on
Company's financial statements.
Reporting on the Costs of Start-Up Activities
The AICPA issued Statement of Position 98-5, "Reporting on the Costs of
Start-up Activities" ("SOP 98-5") in April 1998 and is effective for fiscal
periods beginning after December 15, 1998. SOP 98-5 provides guidance on the
financial reporting of start-up costs and organization costs. It requires costs
of start-up activities and organization costs to be expensed as incurred. The
Company is evaluating the effect of the pronouncement.
Item 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Foreign Exchange Risk Management
The Company's functional currency is the drachma, but certain of its
revenue, operating costs and expenses are denominated in foreign currencies.
Transactions involving other currencies are converted into drachmae using the
exchange rates in effect at the time of the transactions. Assets and liabilities
denominated in other currencies are stated at the drachma equivalent using
exchange rates in effect at period-end. Non-drachma denominated revenue,
principally from licensing and distribution of programming outside Greece,
accounted for GRD 2,043 million ($7.3 million), or 6.4%, of total net revenue in
Fiscal 1998. The Company's non-drachma denominated operating costs, principally
foreign-produced programming invoiced in U.S. dollars, accounted for 5.1% of
total net revenue in Fiscal 1998. Non-drachma denominated indebtedness
(primarily U.S. dollars) totaled GRD 32,666 million ($116.8 million), or 100%,
of total indebtedness, at December 31, 1998. Gains and losses resulting from
exchange rate fluctuations are reflected in the statements of operations.
46
<PAGE>
Historically, advertising in most forms of media has been correlated to
general economic conditions. Since substantially all of the Company's operations
are conducted in Greece, the Company's operating results will depend to a
certain extent on the prevailing economic conditions in Greece. Furthermore, a
significant proportion of the Company's revenue is in drachmae. On March 14,
1998, the drachma was devalued against major currencies by approximately 14% in
an effort by the Greek government to meet European Monetary Union ("EMU")
membership targets with respect to budget deficits and inflation. The
devaluation successfully resulted in the first step towards qualification for
EMU membership by bringing the drachma into the European Exchange Rate Mechanism
("ERM"). Two years of ERM membership is a prerequisite to joining the EMU. The
Company believes that the devaluation of the drachma could result in general
economic conditions that favor increased advertising expenditures and that it is
well positioned to benefit from any such general increases in advertising
expenditures. Any such increases, however, would be offset by any foreign
exchange losses incurred to meet non-drachma denominated obligations from
drachma denominated revenues to the extent non-drachma dominated revenues and
cash on hand are insufficient to meet such non-drachma denominated obligations.
The Company expects to increase modestly the level of non-drachma
denominated revenue as result of its strategy of increasing its sales of
programming to Greek-speaking audiences resident outside Greece and to other
markets.
The Company hedges elements of its currency exposure through use of
such derivative instruments as forward exchange agreements and currency options,
though it might also consider interest rate swaps. Its current instruments
expire in May 1999, and the Company is evaluating alternatives in anticipation
of such expiration. Derivatives involve, to varying degrees, market exposure and
credit risk. Market exposure means that changes in interest rates or currency
exchange rates cause the value of financial instruments to decrease or increase
or its obligations to be more or less costly to settle. When used for risk
management purposes, any gains or losses on the derivatives will offset losses
or gains on the asset, liability or transaction being hedged. The Company has
experienced net foreign exchange losses in the past, and it could experience net
foreign exchange losses in the future to the extent that foreign exchange rates
shift in excess of the risk covered by hedging arrangements. Credit risk would
arise in the event of non-performance by a counterparty. The Company intends to
minimize credit risk by entering into contracts only with highly credit rated
counterparties and through internal limits and monitoring procedures.
The financial instruments to which the Company is a party are recorded
in the balance sheet at fair value unless, for accounting purposes, they meet
the criteria for a hedge of an identifiable foreign currency commitment. A
foreign exchange contract is considered a hedge of an identifiable foreign
currency commitment if: (i) the contract is designated, and effective, as a
hedge of a foreign currency commitment and (ii) the foreign currency commitment
is firm. Gains and losses on foreign exchange contracts meeting these criteria
are deferred and included in the measurement of the related foreign currency
transaction, unless it is estimated that the deferral would lead to recognition
of losses in a later period, in which case such losses are not deferred.
The Company has entered into a forward contract for the purchase of
U.S. dollars. The notional amount of the contract is $87 million. The forward
rate is 334 drachmae to the dollar. The premium (representing the difference
between the spot rate of 310 drachma to the dollar on the contract's effective
date and the forward rate), aggregating GRD 2,088 million ($7.5 million), is
being amortized over the term of the contract (May 1999). Of this amount, GRD
1,305 million ($4.7 million) was recognized in Fiscal 1998, with the balance to
be recognized over the life of the contract (the first and second quarters of
1999). In addition, foreign exchange gains or losses on the Company's
non-drachma denominated indebtedness (currently, the Senior Notes) will be
partially offset by corresponding losses or gains on the forward contract's
notional amount.
47
<PAGE>
At December 31, 1998, the following contracts to buy and sell
currencies (maturing within one year) were outstanding:
<TABLE>
<CAPTION>
Mark to
Currency Buy Sell Market Value
-------- --- ---- ------------
(GRD) (GRD)
(in millions)
<S> <C> <C> <C>
Forward contract ($87 million)............................. 29,058 -- 533
</TABLE>
The Company also purchased for GRD 695 million ($2.48 million), a
currency option during the fourth quarter of 1998 to sell dollars in May 1999 at
GRD 280 per dollar, covering a notional amount of $104 million. The option has
been recorded on the balance sheet at its market value and will be marked to
market each accounting period with the resulting gain or loss being reflected in
the statement of operations. During the fourth quarter of 1998, GRD 254 million
($0.9 million) was recorded as part of the foreign exchange loss in the
statement of operations. The remaining amount paid will be recognized in the
statement of operations over the remaining life of the option (the first and
second quarters of 1999).
The following table sets forth the principal, cash flows and related
weighted average interest rates by expected maturity date of indebtedness of the
Company that may be sensitive to foreign currency exchange rate fluctuations:
<TABLE>
<CAPTION>
Financial Instrument Maturity (2007) Fair Value
-------------------- --------------- ----------
(GRD) ($) (GRD) ($)
(in millions)
<S> <C> <C> <C> <C>
Senior Notes ($115 million).................................. 32,545 115.0 27,663 97.8
Average interest rate........................................ 10% ___
</TABLE>
The average interest rate represents the stated interest rate of 9%
plus amortization of deferred issuance costs.
Interest Rate Risk Management
The Company manages interest rate risk by financing noncurrent assets
and a portion of current assets with equity, long-term liabilities and long-term
debt with fixed interest rates.
The following table sets forth the principal, cash flows and related
weighted average interest rates by expected maturity date of indebtedness of the
Company that may be sensitive to interest rate fluctuations:
<TABLE>
<CAPTION>
Financial Instrument Maturity (2007) Fair Value
-------------------- --------------- ----------
(GRD) ($) (GRD) ($)
(in millions)
<S> <C> <C> <C> <C>
Senior Notes ($115 million).................................. 32,545 115.0 27,663 97.8
Average interest rate........................................ 10% ___
</TABLE>
The average interest rate represents the stated interest rate of 9%
plus amortization of deferred issuance costs.
48
<PAGE>
Item 10. DIRECTORS AND OFFICERS OF REGISTRANT.
The following table identifies each of the directors, executive
officers and other officers of the Company. Directors are elected for a term of
five years, the current term for all Directors ending in July 2003. Officers are
appointed by the Board of Directors.
<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Directors and executive officers:
Minos Kyriakou 56 Chairman and Chief Executive Officer
Spilios Charamis 62 Vice Chairman and General Manager
Maurice Avdelas 44 Deputy General Manager
George Xanthopoulos 49 Managing Director
Nikolaos Angelopoulos 50 Chief Financial Officer
Theodore Kyriakou 26 Executive Vice President and Chief Operating
Officer; Director
Socrates Eliades 68 Director
Panagiotis Fotilas 55 Director
Sifis Glyniadakis 63 Director
Xenophon Kyriakou 27 Director
Anastasios Tzavellas 50 Director
Other officers:
Constantine Spyropoulos 38 News Manager
Alkistis Marangoudaki 33 Programming Manager
Dimitrios Dallas 52 Technical Manager
Panagiotis Papandreou 61 Sales and Marketing Manager
Dennis Gialouris 40 Human Resources Manager
</TABLE>
Mr. Minos Kyriakou founded the Company in December 1989 and has served
as its Chairman and Chief Executive Officer since then. He is also a shipowner,
and the President of the Aegean Foundation and Honorary Consul General of
Singapore to Athens as well as of Poland to Thessaloniki. He is also a director
of Antenna Productions S.A. (a holding company), Antel S.A. (a developer of
computer software and provider of data transmission services), Antenna Satellite
TV USA (which broadcasts and distributes television programming in the United
States), Antenna Satellite Radio (which operates radio stations in the United
States), Antenna RT Satellite Services Ltd. (a holding company), Pacific
Broadcast (which broadcasts television programming in Australia through a joint
venture) and Athenian Capital Holdings S.A. (a holding company).
Mr. Spilios Charamis has over 30 years experience in broadcasting and
joined Antenna as General Manager in 1989. He has served as Vice Chairman of the
Company since September 1998. He also serves as an officer of Antenna Cyprus.
His previous employment includes general manager of Mole-Richardson Ltd., deputy
general manager of ERT, vice president of Hellas Radio and managing director of
Bioplastic S.A. Mr. Charamis studied Law at the University of Athens and Cinema
and Television at the University of California at Los Angeles.
Dr. Maurice Avdelas has been Deputy General Manager since December 1997
and has worked for the Company since 1990 as part of the Marketing and Research
team where he served as Director since 1991. Prior thereto, he worked as
Director of Marketing for the radio station Flash 96.1 and as a Research Advisor
of the Greek Cinematography Center. He holds a degree from the School of
Business and Economics and has completed graduate studies in the field of mass
media. He also holds a doctorate degree from the Universite Paris VIII and has
been involved in several research projects and lectures on the subject of mass
media in Greece.
49
<PAGE>
Mr. George Xanthopoulos has served as the Managing Director of Antenna
TV S.A. and a Director since December 1989. He is also a financial consultant
and economist, and a director of Antenna Radio, Antenna Productions S.A.,
Antenna Promotions Ltd., Aegean Foundation Publications Ltd., Audiotex and
Antenna RT Satellite Services Ltd.
Dr. Nikolaos Angelopoulos has served as Chief Financial Officer of the
Company since June 1996 and has 20 years of experience in the business and
finance sectors. He is also Chief Financial Officer of Antenna Radio. Prior to
June 1996, he served as financial adviser to of Econ Industries, S.A., financial
director of Olympic Airways, S.A., corporate treasurer and management controls
and planning manager of British Petroleum in Greece and an economist with
Societe d'Etudes et Developpement Economique et Social, S.A. (SEDES) in Paris.
He holds a masters and a PhD degree from the University of Paris I--Sorbonne.
Mr. Theodore Kyriakou, Mr. Minos Kyriakou's son, has served as
Executive Vice President of the Company since 1995, Chief Operating Officer
since September 1998 and a Director since September 1998. He is also a director
of Athenian Capital Holdings S.A. (a holding company). Prior to that, he worked
for the CBS affiliate in Washington, D.C. owned by Gannett Broadcasting. He has
also worked for Antenna Satellite TV USA in New York. He holds a degree in
International Business and Finance, and a degree in Physics, from Georgetown
University where he graduated cum laude.
Mr. Socrates Eliades has been a director of the Company since December
1989. He is also consultant to a variety of maritime companies in Great Britain
and Greece and the General Manager of Intestra Co. SA and Athenian Sea Carriers
Ltd. He is a director of Antel S.A.
Dr. Panagiotis Fotilas was named a director of the Company in September
1998. He is the Chairman of the Department of Industrial Management of the
University of Piraeus and a director of Antel S.A. From 1983 to 1988, he served
as chairman and managing director of the Hellenic Aerospace Industry. He is a
member of the General Council of the Hellenic Industrial Association and has
represented Greece on the NATO Scientific Committee.
Mr. Sifis Glyniadakis was named a director of the Company in August
1998. Prior thereto he served as Advisor to the Chairman of the Board of the
Company. He is also chairman of the board and chief operating officer of the
Athens-based consulting firm of 3Z Strategic Management Services LLC and
chairman of the board and chief executive officer of the Greek tobacco company,
A.G. Keranis. He also served as chairman of the board and chief executive
officer of the Commercial Bank of Greece (from 1991 to 1993), as chairman of the
board and chief executive officer of Ionian Bank of Greece (from 1989 to 1990)
and as special advisor to the Governor of the National Bank of Greece, as well
as in senior management positions in private industry.
Mr. Xenophon Kyriakou, a son of Mr. Minos Kyriakou, was named a
director of the Company in September 1998. He is a shipowner, a director of a
Greek shipping company and a director of Antel S.A.
Mr. Anastasios Tzavellas was named a director of the Company in August
1998. Prior thereto he served as Advisor to the Chairman of the Board of the
Company. He has held numerous positions in banking and private industry, and as
a consultant to commercial banks, brokerage firms, corporate enterprises and
government, including chairman of board of Finco S.A., a finance and investment
company (1996 to present), special advisor to the mayor of Athens (1996 to
present), chairman of board of Athens International Airport S.A. (1995-1996),
chairman of the board of Ktimatiki Investments S.A. and Ktimatiki Mutual Funds
Management Company (1995-1996), Governor of the National Mortgage Bank of Greece
(1995-1996), member of the board of Aluminium de Grece S.A. (a subsidiary of
Pechiney S.A.), member of the board of Baring Hellenic Ventures (BHV) S.A.
(1993-1995) and chairman of the board of Diethniki S.A., one of the largest
mutual funds in Greece (1993-1995).
50
<PAGE>
Mr. Constantine Spyropoulos joined Antenna in 1992 and was previously
chief editor for Mega Channel and various Greek newspapers, magazines and radio
stations. He studied economics and political science at the University of
Athens.
Ms. Alkistis Marangoudaki has 10 years of experience in both newspaper
and television programming and joined Antenna in 1989. Before joining Antenna
she worked for the newspapers "Antilogos" and "Evdomi." She holds a degree in
Political Science from the University of Athens and has a postgraduate degree in
Communication Policy from the City University in London.
Mr. Dimitrios Dallas is an electrical engineer with over 20 years
experience in the radio and television sector. He is a specialist in the design,
installation and operation of television equipment. Prior to joining Antenna in
1989, he was manager of the television department of Telmaco in Greece for five
years.
Mr. Panagiotis Papandreou joined Antenna in 1989 and was previously
media director of the advertising company Gnomi/FCB for twenty-five years. He
has also been general manager of Hermedia Group (outdoor advertising), and Cine
News (cinema advertising).
Mr. Dennis Gialouris joined Antenna in April 1997 and was previously a
personnel manager at Shelman, Colgate Palmolive and ANKO. He studied management
at the University of Athens.
Board of Directors
The Company is managed by its Board of Directors, which is composed of
a minimum of three directors and a maximum of nine directors. The Board
currently has nine members. Directors are elected by the shareholders' General
Assembly (the "General Assembly") for a term of five years, with the current
term for all Directors ending in July 2003.
The Board of Directors meets at least once a month and may convene an
extraordinary meeting of the General Assembly whenever the interests of the
Company require it or when at least three Directors request a meeting in
writing. Decisions of the Board of Directors must be passed by a majority of
Directors at a meeting at which at least a majority quorum of Directors is
present (three of which must be present in person.)
In the event of a vacancy on the Board of Directors by reason of death,
resignation or other reason, the remaining Directors shall elect a substitute
for the remainder of the term. Such election is subject to the approval of the
next regular or extraordinary meeting of the General Assembly. The absence of a
Director from meetings of the Board of Directors without due cause for a period
exceeding six months shall be deemed a resignation. Directors may be removed
from the Board of Directors at any time by the General Assembly.
Messrs. Angelopoulos, Fotilas, Glyniadakis and Tzavellas are members of
the Audit Committee, which is responsible for making recommendations to the
Board of Directors regarding the selection of independent auditors, reviewing
the results and scope of the audit and reviewing and evaluating the Company's
audit and control functions. Prior to August 1998, the Board of Directors
undertook the responsibilities of the Audit Committee.
The Board of Directors has no other committees.
51
<PAGE>
Item 11. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS.
The Company paid cash compensation of an aggregate of GRD 78 million
($0.3 million) in Fiscal 1998 to its executive officers and directors for all
services in all capacities. In addition, the Company contributed GRD 4 million
($0.1 million) to state-sponsored pension plans on behalf of three executive
officers in Fiscal 1998. Messrs. Minos Kyriakou and Theodore Kyriakou and the
other directors of the Company do not receive any compensation for their
services to the Company.
Item 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES.
The Company has no stock option, or other stock-based, compensation for
directors or employees.
Item 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.
Audiotex. The Company is a party to two exclusive contracts with
Audiotex, 51% of whose outstanding shares are owned by Holnest (see "Item 4.
Control of Registrant") and which has one common director with the Company.
Pursuant to such contracts, Antenna (i) provides consulting and production
services to Audiotex related to sales and promotions in media other than Antenna
in return for a royalty of 7.8% of the gross annual revenue arising from such
activities, and (ii) airs advertisements with telephone numbers which viewers
may call to participate in quizzes or to obtain horoscopes, weather forecasts or
general information such as detailed news or national exam results, in return
for a royalty of 15% in respect of all other services prior to July 1, 1998, 30%
after July 1, 1998 and, subject to Antenna acquiring a 51% interest in Audiotex,
increasing retroactively to 40% in September 1998 and 50% in January 1999) of
Audiotex's annual gross revenue. The contracts terminate on January 1, 2005 but
may be renewed on substantially similar terms. Antenna had revenue pursuant to
these contracts of GRD 362 million ($1.3 million) in Fiscal 1998. See "Item 9.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 6 of Notes to Financial Statements. The Company has entered
into an agreement with Holnest to acquire its 51% interest in Audiotex for cash
consideration of $7.25 million.
Antenna Satellite. The Company is a party to a programming agreement
and a distribution agreement with Antenna Satellite, a company affiliated with
Mr. Minos Kyriakou (through 50% indirect share ownership and membership on the
board of directors). Under the programming agreement, which has a term ending
May 23, 1999 (subject to the Company's right to renew for another three years),
the Company provides Antenna Satellite with television programs for broadcast in
the United States and Canada, in consideration for a license fee of $8,200 per
day (for the six months ended June 30, 1997), $9,020 per day (for the six months
ended December 31, 1997) and $9,020 per day (for the year ended December 31,
1998) for 10 hours of programming. The Company reported revenue of GRD 928
million ($3.3 million) in Fiscal 1998 under the programming agreement. Under the
distribution agreement, which has a term of four years (subject to termination
by either party in certain circumstances), the Company has granted Antenna
Satellite a license to distribute, subdistribute or license specified television
programming for broadcast by television stations located in the United States
and Canada. Antenna Satellite is to pay a license fee of $5,500,000 in eight
quarterly installments beginning March 31, 1998. The Company recorded the entire
$5,500,000 license fee payable as revenue in Fiscal 1996. See Note 6 of Notes to
Financial Statements. The obligations of Antenna Satellite to the Company under
the programming agreement and the distribution agreement have been guaranteed by
Mr. Kyriakou. See Note 6 of Notes to Financial Statements.
Pacific Broadcast. The Company is a party to a programming agreement
with Pacific
52
<PAGE>
Broadcast, a company affiliated with Mr. Minos Kyriakou (through 100% indirect
share ownership), which broadcasts television programming for distribution on
cable television. Under this agreement, which has a term ending June 1, 2004
(subject to Pacific Broadcast's right to renew for a further four years), the
Company has agreed to provide Pacific Broadcast with television programs for
broadcast through subscription television in Australia, in consideration for a
license fee of $5,000 per day for nine hours of programming (subject to
negotiated increases after July 15, 1999 of at least 10%). The Company reported
revenue from Pacific Broadcast of GRD 514 million ($1.8 million) in Fiscal 1998.
See Note 6 of Notes to Financial Statements. The Company has entered into an
agreement with a nominee of Mr. Kyriakou to acquire a 100% interest in Pacific
Broadcast for cash consideration of $3.5 million.
Antenna Cyprus. The Company is a party to an agreement to provide
technical support and television programing to Antenna R.T. Services Ltd., a
Cypriot company now known as Antenna TV Ltd. (Cyprus). The General Manager of
the Company is the General Manager of Antenna Cyprus. The agreement provides for
royalty payments equal to a percentage of revenue derived by Antenna Cyprus
during broadcasts of Company-supplied programming. Such percentage was 9% in the
period September 1992-1993, 11% in the period September 1994-1997, and is
currently 12%. The Company had revenue from Antenna Cyprus of GRD 542 million
($1.9 million) in Fiscal 1998. See Note 6 of Notes to Financial Statements. The
Company has advanced funds to Antenna Cyprus for production of approximately GRD
121 million ($0.4 million) at December 31, 1998 (with a maximum advance during
the year of GRD 467 million). Such advances do not bear interest.
Antenna Radio. The Company reported revenue of GRD 175 million ($0.6
million) in Fiscal 1998 from Antenna Radio, whose principal shareholder is the
sister of Mr. Minos Kyriakou, for advertisements aired by the Company. In
addition, the Company provided Antenna Radio with an advance pursuant to which
Antenna Radio had borrowings of approximately GRD 247 million ($0.9 million) at
December 31, 1998 (with a maximum outstanding during the year of GRD 1,596
million). Borrowings under this facility bore interest at a weighted average of
approximately 14% per annum during 1998. Interest on these borrowings is
currently approximately 15%, but is expected to decrease. See Note 6 of Notes to
Financial Statements. The Company has entered into an agreement with Zoe
Kyriakou, the sister of the Chairman and Chief Executive Officer of the Company,
and certain holders of directors' qualifying shares to acquire over 99% of the
outstanding capital stock of Antenna Radio for cash consideration of $16.25
million plus the assumption of approximately $5.2 million of indebtedness.
Epikinonia. The Company reported revenue of approximately GRD 378
million ($1.4 million) in Fiscal 1998 from Epikinonia pursuant to an agreement
dated January 11, 1996 in respect of studio space and technical and
administrative services provided by the Company for the production of
infomercials. The agreement, which expires December 31, 1999, provides for a fee
of up to 75% of Epikinonia's revenue. The director and principal shareholder of
Epikinonia, Mr. Sotirios Papadopoulos, was a director of the Company. See Note 6
of Notes to Financial Statements.
Catalogue Auctions. The Company is a party to an agreement with an
unaffiliated party to operate Catalogue Auctions, a company (50% of whose shares
are owned by Antenna and which has a common director with Antenna (Mr. George
Xanthopoulos)) which uses dead time to auction retail products listed in monthly
catalogues advertised by Antenna. Under the joint venture agreement, which
expires June 30, 2012, the Company receives a royalty fee of 15% of Catalogue
Auctions' annual gross revenues if such gross revenues are in excess of GRD 1
billion, or 12% of Catalogue Auctions' annual gross revenues if such revenues
are GRD 1 billion or less, but in no event less than GRD 10 million ($0.03
million) per month. The Company reported no revenue from Catalogue Auctions in
Fiscal 1998. See Note 6 of Notes to Financial Statements.
The Company believes that the terms of its contracts with affiliated
parties are comparable to
53
<PAGE>
those that could have been obtained as a result of arm's-length bargaining
between the Company and third parties.
54
<PAGE>
PART II
Item 14. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Not Applicable.
PART III
Item 15. DEFAULTS UPON SENIOR SECURITIES.
None.
Item 16. CHANGES IN SECURITIES, CHANGES IN SECURITY FOR REGISTERED
SECURITIES AND USE OF PROCEEDS.
The Company's ability to pay dividends to holders of ADSs or Shares is
subject to limitations under the Indenture. The Company does not intend to pay
dividends for the foreseeable future. The Company intends to retain future
earnings to finance its operations and growth. So long as the Board of Directors
believes it is not in the best interest of the Company to pay dividends, it
intends to submit to the General Assembly, on an annual basis, a resolution
seeking shareholder waiver of the dividend required by Greek corporate law. The
Deposit Agreement provides that if such a waiver is sought, the Depositary will
not solicit instructions from holders of ADSs with respect to such waiver and
will vote the Shares underlying the ADSs in favor of such waiver. See "Item 9.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 20 of Notes to Financial Statements.
On February 12, 1999, the Company filed a registration statement on
Form F-1 (Registration No. 333-72247) under the Securities Act of 1933, as
amended, with the Commission with respect to the Offering. The Registration
Statement was declared effective on March 3, 1999, and the Offering was
completed on March 4, 1999. Of the 7,700,000 ADSs offered pursuant to the
Offering, at an initial offering price of $15.00 per ADS, 6,160,000 ADSs were
sold by the Company, and 1,540,000 ADSs were sold by Socrates Eliades, a
shareholder of the Company (the "Selling Shareholder"). The aggregate offering
prices of the ADSs offered and sold by the Company and by the Selling
Shareholder were $92.4 million and $23.1 million, respectively.
The managing underwriters of the Offering for ADSs sold in the United
States and Canada were Lehman Brothers, BT Alex.Brown Incorporated and Salomon
Smith Barney Inc. The managing underwriters of the Offering for ADSs sold
outside the United States and Canada were Lehman Brothers International
(Europe), BT Alex.Brown International, a division of Bankers Trust International
PLC and Salomon Brothers International Limited.
The net proceeds to the Company from the sale of the ADSs offered by it
pursuant to the Offering was approximately $86.5 million, after deducting an
estimated $3.9 million in underwriting discounts and commissions and an
estimated $2.0 million in regulatory, legal, accounting and other fees and
expenses of the Offering payable by the Company. The Company did not receive any
of the proceeds from the sale of the ADSs offered by the Selling Shareholder.
The Company intends to use approximately $25.2 million of the net
proceeds it received from the Offering, together with available cash of GRD
11,285 million ($40.3 million) at December 31, 1998, to fund:
o the Acquisitions ($33.0 million) (see "Item 1. Business--Investments in New
Media--Radio" and "--Other Sources of Revenue");
o its investment in digital production, news gathering and transmission
equipment (approximately $13.0 million);
o the acquisition of new offices and production facilities (approximately $17.0
million); and
o the distribution of programming in Europe and South Africa (approximately $2.5
million).
See "Item 9. Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Item 13. Interest of Management in Certain
Transactions." The balance of the proceeds (approximately $61.3 million) will be
used to fund the Company's investment in a DTH venture, if the appropriate
opportunity presents itself, to develop DTH programming and channels, and for
working capital and general corporate purposes (including, without limitation,
the reduction of the Company's indebtedness from time to time).
Available cash represents a portion of the proceeds of the issuance of
the Senior Notes, which was allocated to investment in digital production and
transmission equipment and new offices and production facilities as specified in
the use of proceeds for the offering of Senior Notes.
The Acquisitions are expected to be completed within six months after
the consummation of the Offering. Pending the use of such funds as described
above, the Company will invest such net proceeds in short-term, high-grade,
interest-bearing securities.
55
<PAGE>
PART IV
Item 17. FINANCIAL STATEMENTS.
The Company has elected to provide financial statements for Fiscal 1998
and the related information pursuant to Item 18.
Item 18. FINANCIAL STATEMENTS.
See pages F-2 through F-28 herein.
Item 19. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following audited consolidated financial statements and
schedule, together with the report of KPMG Peat Marwick Kyriacou thereon, are
filed as part of this Annual Report on Form 20-F.
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report....................................................................................F-1
Statements of Operations for the years ended December 31, 1996, 1997 and 1998...................................F-2
Balance Sheets as of December 31, 1997 and 1998.................................................................F-3
Statements of Shareholders' Equity for the years ended December 31, 1996,
1997 and 1998................................................................................................F-5
Statements of Cash Flows for the years ended December 31, 1996,
1997 and 1998................................................................................................F-6
Notes to Financial Statements ..................................................................................F-7
</TABLE>
(b) Exhibits: the following exhibits are filed as part of this Annual
Report on Form 20-F:
2.1 Form of Deposit Agreement among the Company, The Bank of New
York and the holders from time to time of American
Depositary Shares, including Form of American Depositary
Receipt*
- ---------------
* Incorporated by reference to the Company's Registration Statement on Form
F-6 (Registration No. 333-10018), filed with the Commission on February 12,
1999.
56
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Antenna TV S.A.
We have audited the accompanying balance sheets of Antenna TV S.A. as
of December 31, 1997 and 1998, and the related statements of operations, changes
in shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Antenna TV S.A. as
of December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1998, in
conformity with generally accepted accounting principles in the United States.
KPMG Peat Marwick Kyriacou
Athens, Greece
January 20, 1999
F-1
<PAGE>
ANTENNA TV S.A.
STATEMENTS OF OPERATIONS
For the years ended December 31, 1996, 1997 and 1998
(In thousands of drachmae and US dollars, except earnings per share)
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
Notes 1996 1997 1998
----- ---- ---- ----
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C> <C>
Advertising revenue............................. 2 22,085,816 23,242,456 28,685,478 102,485
Related party revenue........................... 2,6 3,139,433 2,317,041 2,898,777 10,356
Other revenue................................... 140,796 191,826 219,632 785
--------- ---------- ---------- ------
Total net revenue............................... 24 25,366,045 25,751,323 31,803,887 113,626
Cost of sales................................... 7,561,750 5,393,829 5,141,831 18,370
Selling, general and administrative expenses.... 3,116,886 3,716,711 3,762,101 13,441
Amortization of programming costs............... 2,7 11,564,673 12,433,721 12,383,100 44,241
Depreciation.................................... 2,8,9 467,613 494,559 600,265 2,145
--------- ---------- ---------- ------
Operating income................................ 2,655,123 3,712,503 9,916,590 35,429
Interest income................................. 169,220 645,342 517,952 1,850
Interest expense................................ 11,12,13 (2,218,603) (3,177,818) (3,364,397) (12,020)
Foreign exchange gains (losses), net............ 2 276,142 (697,737) (4,027,652) (14,389)
Other income.................................... 20,852 19,206 21,280 76
--------- ---------- ---------- ------
Income before income taxes...................... 902,734 501,496 3,063,773 10,946
Provision for income taxes...................... 2,15 430,691 248,383 2,078,373 7,425
--------- ---------- ---------- ------
Net income...................................... 472,043 253,113 985,400 3,521
========= ========== ========== ======
Basic and diluted earnings per share............ 28.1 15.1 58.8 0.21
========= ========== ========== ======
</TABLE>
Exchange rate used for the convenience translation of the
1998 amounts is GRD 279.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
ANTENNA TV S.A.
BALANCE SHEETS
As of December 31, 1997 and 1998
(In thousands of drachmae and US dollars)
ASSETS
<TABLE>
<CAPTION>
December 31,
-----------------------------------------
Notes 1997 1998 1998
----- ---- ---- ----
(GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents..................... 4 11,533,274 11,284,545 40,316
Accounts receivable, less allowance for
doubtful accounts of GRD 769,626 in
1997 and GRD 722,124 in 1998............... 5 10,989,070 15,632,031 55,849
Due from related parties...................... 6 2,527,592 3,151,408 11,259
Programming costs............................. 2, 7 10,954,828 11,795,427 42,142
Advances to related parties................... 6 863,262 388,344 1,387
Advances to third parties..................... 2 577,293 548,312 1,959
Prepaid expenses.............................. 21,628 42,738 153
Other current assets.......................... 10,481 87,059 311
Unamortized premium........................... 2 -- 1,224,719 4,376
Deferred tax assets........................... 2, 15 128,126 -- --
Income and withholding tax advances........... 476,964 550,948 1,968
---------- ---------- ----------
Total current assets............................... 38,082,518 44,705,531 159,720
Property and equipment, net........................ 2, 8 1,600,945 1,521,905 5,437
Broadcast and transmission equipment under
capital leases, net............................. 2, 9 822,454 686,389 2,452
Deferred charges, net.............................. 2,077,850 1,959,622 7,001
Programming costs, excluding current portion....... 2, 7 5,910,644 7,087,570 25,322
Other receivable less allowance for doubtful
accounts and fair value of 360,000
in 1997 and 440,000 in 1998..................... 10 427,498 329,498 1,177
Due from related party............................. 6 1,787,276 2,021,798 7,223
Advances to related parties........................ 6 305,746 120,979 432
Deferred tax assets................................ 2, 15 958,296 345,573 1,235
Other assets....................................... 107,853 100,590 360
---------- ---------- ----------
Total assets....................................... 52,081,080 58,879,455 210,359
========== ========== ==========
</TABLE>
Exchange rate used for the convenience translation of the
December 31, 1998 balances is GRD 279.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
ANTENNA TV S.A.
BALANCE SHEETS
As of December 31, 1997 and 1998
(In thousands of drachmae and US dollars, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
December 31,
------------------------------------------
Notes 1997 1998 1998
----- ---- ---- ----
(GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Current liabilities:
Bank overdrafts and short-term borrowings........ 11 -- -- --
Current portion of long-term loans............... 12 -- -- --
Current portion of obligations under capital
leases........................................ 13 71,494 65,695 235
Trade accounts, notes and checks payable......... 4,384,190 3,996,882 14,280
Program license payable.......................... 2,390,076 2,607,320 9,315
Customer advances................................ 123,373 251,949 900
Accrued interest................................. 1,229,160 1,246,685 4,454
Accrued expenses and other current liabilities... 14 2,058,234 8,784,998 31,386
Income taxes payable............................. 2, 15 -- -- --
Deferred tax liability........................... 2, 15 -- 1,165,531 4,164
Current portion of other long-term liability..... 16 855,850 854,719 3,054
---------- ---------- ----------
Total current liabilities................... 11,112,377 18,973,779 67,788
---------- ---------- ----------
Long-term liabilities:
Long-term debt................................... 12 32,597,670 32,545,000 116,274
Long-term obligations under capital leases....... 13 120,823 55,128 197
Other long-term liability........................ 16 2,407,776 1,407,774 5,029
Employee retirement benefits..................... 2, 17 332,000 351,940 1,257
Long-term provisions............................. 22 125,831 175,831 628
---------- ---------- ----------
Total liabilities........................... 46,696,477 53,509,452 191,173
---------- ---------- ----------
Shareholders' equity:
Share capital (16,769,440 common shares
authorized and issued, GRD 100 par value)..... 18 1,676,944 1,676,944 5,991
Additional paid-in capital....................... 18 3,752,500 3,752,500 13,407
Accumulated (deficit)............................ (44,841) (59,441) (212)
---------- ---------- ----------
Total shareholders' equity.................. 5,384,603 5,370,003 19,186
---------- ---------- ----------
Total liabilities and shareholders' ---------- ---------- ----------
equity................................... 52,081,080 58,879,455 210,359
========== ========== ==========
</TABLE>
Exchange rate used for the convenience translation of the
December 31, 1998 balances is GRD 279.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
ANTENNA TV S.A.
STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended December 31, 1996, 1997 and 1998
(In thousands of drachmae)
<TABLE>
<CAPTION>
Accumulated (Deficit) Retained Earnings
Legal, Tax Accumulated
Additional Free and (Deficit)
Share Paid-in Other Retained Grand
Capital Capital Reserves Earnings Total Total
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 ............... 1,676,944 3,752,500 2,401,489 (3,171,486) (769,997) 4,659,447
Net income for the year ................ -- -- -- 472,043 472,043 472,043
Transfer of statutory earnings to legal,
tax free and other reserves ........... -- -- 143,726 (143,726) -- --
--------- --------- --------- ---------- -------- ---------
Balance, December 31, 1996 ............... 1,676,944 3,752,500 2,545,215 (2,843,169) (297,954) 5,131,490
Net income for the year ................ -- -- -- 253,113 253,113 253,113
Balance, December 31, 1997 ............... 1,676,944 3,752,500 2,545,215 (2,590,056) (44,841) 5,384,603
Net income for the year -- -- -- 985,400 985,400 985,400
Transfer of statutory earnings to legal,
tax free and other reserves ........... -- -- 78,972 (78,972) -- --
Dividends distributed .................. -- -- -- -- (1,000,000) (1,000,000)
--------- --------- --------- --------- --------- ---------
Balance, December 31, 1998 ............... 1,676,944 3,752,500 2,624,187 (2,683,628) (59,441) 5,370,003
========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
ANTENNA TV S.A.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996, 1997 and 1998
(In thousands of drachmae
and US dollars)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1996 1997 1998 1998
---- ---- ---- ----
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................................... 472,043 253,113 985,400 3,521
Adjustments to reconcile net income to net cash
Deferred income taxes............................................ 209,618 168,384 1,906,380 6,811
Amortization of debt issuance costs.............................. -- 80,955 226,731 810
Amortization of premium on foreign exchange contract and loss on option -- -- 1,558,597 5,568
Depreciation of property and equipment and capital leases and
amortization of programming costs.............................. 12,032,286 12,928,280 12,983,365 46,386
Provision for other long-term liabilities........................ 7,500 -- 49,435 177
Provision for employee retirement benefits....................... 30,000 57,000 38,000 136
Change in current assets and liabilities
(Increase) in accounts and other receivable.................. (24,186) (1,130,222) (4,642,961) (16,588)
(Increase) in due from related parties....................... (2,520,253) (2,048,427) (198,653) (710)
(Increase) in programming costs.............................. (12,222,888)(13,156,060)(13,078,150) (46,724)
Decrease (increase) in prepaid licensed programming cost..... 1,214,267 (312,228) (1,322,475) (4,725)
Increase (decrease) in trade accounts, notes and checks payable 1,783,660 (1,792,365) (387,308) (1,384)
(Decrease) increase in licensed program payable.............. (293,316) 63,726 217,244 776
Increase (decrease) in customer advances..................... 938,411 (1,248,417) 128,576 459
(Decrease) increase in accrued expenses and other liabilities (154,217) 1,464,197 5,725,096 20,454
Increase (decrease) in income taxes payable.................. 86,285 (86,285) -- --
Other, net................................................... 297,999 (26,667) (36,863) (132)
---------- ---------- ---------- -------
Total adjustments......................................... 1,385,166 (5,038,129) 3,167,014 11,314
---------- ---------- ---------- -------
Net cash provided (used) by operating activities.......... 1,857,209 (4,785,016) 4,152,414 14,835
---------- ---------- ---------- -------
Cash flows from investing activities:
Purchase of fixed assets............................................. (192,716) (242,085) (385,160) (1,376)
Disposal of fixed assets............................................. 22,477 150,849 -- --
Purchases of assets under capital leases............................. (55,668) (148,825) -- --
---------- ---------- ---------- -------
Net cash (used) by investing activities.................. (225,907) (240,061) (385,160) (1,376)
---------- ---------- ---------- -------
Cash flows from financing activities:
(Increase) in bank overdrafts and short-term borrowings, net......... (3,785,666)(11,634,300) -- --
Proceeds from Senior Notes........................................... -- 33,355,397 -- --
Debt issuance costs of Senior Notes.................................. -- (2,158,805) (108,503) (388)
Dividends paid...................................................... -- -- (1,000,000) (3,573)
Repayment of long-term debt.......................................... (586,368) (2,969,065) -- --
Premium on foreign exchange contract................................. -- -- (2,088,000) (7,460)
Purchase of foreign currency option.................................. -- -- (695,316) (2,484)
Increase in capital lease obligations................................ 72,105 163,412 -- --
Repayments of capital lease obligations.............................. (163,299) (147,383) (71,494) (255)
---------- ---------- ---------- -------
Net cash (used) provided by financing activities.......... (4,463,228) 16,609,256 (3,963,313) (14,160)
---------- ---------- ---------- -------
Effect of exchange rate changes on cash.................................... -- (757,727) (52,670) (188)
(Decrease) increase in cash................................................ (2,831,926) 10,826,452 (248,729) (889)
Cash and cash equivalents at beginning of year............................. 3,538,748 706,822 11,533,274 41,205
---------- ---------- ---------- -------
Cash and cash equivalents at end of year................................... 706,822 11,533,274 11,284,545 40,316
========== ========== ========== ======
Supplemental disclosure of cash flows information:
Cash paid for interest............................................... 1,850,460 1,462,930 3,083,545 11,017
Cash paid for income taxes........................................... 34,514 86,285 -- --
</TABLE>
Exchange rate used for the convenience translation of the
December 31, 1998 balances is GRD 279.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
1. OPERATIONS OF THE COMPANY
Antenna TV S.A. (the "Company"), a Greek societe anonyme, was founded
by Mr. Minos Kyriakou, the Chairman and Chief Executive Officer of the Company.
The Company began operations at the end of 1989 after the introduction of
private commercial television in Greece. The Company's major source of revenue
arises from the sale of advertising spots.
As reflected in the accompanying balance sheet as of December 31, 1996,
current liabilities approximate current assets. This was due to the fact that
programming costs and capital expenditures had primarily been financed by
revolving credit lines. During the year ended December 31, 1997, such borrowings
were repaid from the proceeds of the Senior Note offering. (See Note 12).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statements
The Company maintains its accounting records and publishes its
statutory financial statements in accordance with Greek tax and corporate
regulations and has made certain adjustments to these records to present the
accompanying financial statements in accordance with U.S. generally accepted
accounting principles. The amounts are in thousands of drachmae and U.S.
dollars, except share data and exchange rates.
Use of Estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant estimates and assumptions are used in the amounts reflected as
allowance for doubtful accounts, amortization of programming costs, ultimate
recoverability of other receivables, contingencies, including tax contingencies,
and deferred tax assets. Actual results could differ from those estimates.
The Company refers receivable balances that exceed their credit terms
to a lawyer for collection. Management, in conjunction with input from their
lawyer, provides an allowance for the estimated amount of all doubtful accounts
at the balance sheet date in accordance with SFAS 5. Periodically, the Company
writes-off balances that are deemed to be uncollectible.
The other receivable described in Note 10 is an amount due from a
political party which has experienced financial difficulties. Therefore, it is
possible that the allowance for doubtful accounts may change. Management cannot
estimate the amount of such a change at this time.
Foreign Currency Translation
The Company's functional currency is the drachma. Transactions
involving other currencies are converted into drachmae using the exchange rates
which are in effect at the time of the transactions. Monetary assets and
liabilities which are denominated in other currencies are stated at the Greek
drachma equivalent prevailing at year-end. Gains and losses resulting from
foreign currency remeasurements are reflected in the accompanying statements of
operations.
F-7
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
Foreign Exchange Contracts
Antenna enters into foreign exchange contracts to manage its exposures
to foreign currency exchange and interest rate risks. Financial instruments are
recorded in the balance sheets at their fair values unless they meet, for
accounting purposes, the following hedging criteria.
A foreign exchange contract is considered a hedge of an identifiable
foreign currency commitment if (i) the contract is designated as, and is
effective as, a hedge of foreign currency commitment and (ii) the foreign
currency commitment is firm. Gains and losses on foreign exchange contracts
meeting these hedge accounting criteria are deferred and included in the
measurement of the related foreign currency transaction. Losses are not deferred
if, however, it is estimated that the deferral would lead to recognition of
losses in later periods.
Antenna has entered into an $87,000 forward contract with the Royal
Bank of Scotland, to hedge its currency exposure on a portion of the principal
and interest payable of its U.S. dollar denominated debt. The term of the
contract covers the period from May 15, 1998 to May 15, 1999. The forward rate
is 334 drachmae to the dollar and the spot rate on the contract's effective date
was 310 drachmae to the dollar. The premium (representing the difference between
the spot rate on the contract's effective date and the forward rate),
aggregating GRD 2,088 million, is being amortized over the term of the contract.
Of this amount, GRD 1,305 million was recognized for the year ended December 31,
1998, with the balance to be recognized over the life of the contract. In
addition, foreign exchange gains or losses on the Company's non-drachma
denominated indebtedness (currently, the Senior Notes) will be partially offset
by corresponding losses or gains on the forward contract's notional amount. The
fair value of the foreign exchange contract (the amount payable to settle) as of
December 31, 1998 was GRD 533,310.
Options
Antenna has entered into an option agreement with the Royal Bank of
Scotland to sell $103,902 at a rate of 280 drachmae to the dollar. The option
has a maturity date that coincides with the maturity of the foreign exchange
contract described above. The option has been recorded in the balance sheet at
its market value and will be marked to market each accounting period with the
resulting gain or loss being reflected in the statement of operations.
Revenue
The Company's primary source of revenue is the sale of advertising
time. Advertising revenue is recognized in the period that the spots are aired.
Revenue from licensing and distribution agreements is recognized when
all of the following conditions are met: the license period begins, the license
fee for each program is known, the cost of each program is known, each program
becomes available for broadcast and has been accepted by the licensee, and
collectibility of the full license fee is reasonably assured.
Revenue earned under distribution and licensing agreements with payment
terms in excess of one year is discounted to its present value.
Revenue from commissions and royalties earned on third (including
related) parties' annual
F-8
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
revenue or advertising revenue is recognized when such parties air the program
or advertising.
Revenue from barter transactions whereby goods, services or assets are
exchanged for television advertising time is recognized when the advertising
spots have been aired.
Deferred Charges
The expenses incurred in connection with the issuance and distribution
of the Senior Notes issued on August 12, 1997 (see Note 12) were capitalized and
are amortized on a straight line basis over the term of the Senior Notes.
Amortization for the years ended December 31, 1997 and 1998 totaled GRD 80,955
and GRD 226,731, respectively, and is included in interest expense in the
accompanying statements of operations.
Programming Costs
Programming costs include produced programming and programming produced
under contract with third-party production companies, licensed program rights
and rights to sporting events. Programming costs are stated at the lower of cost
less accumulated amortization or estimated net realizable value in accordance
with SFAS 53.
Produced programming includes talk shows, dramas, situation comedies,
soap operas, sporting events and game shows. The related produced programming
costs consist of direct production costs and production overhead.
Licensed program rights represent amounts paid or payable to program
suppliers for the right to broadcast the supplier's programs. Such rights are
limited to a contract period or a specific number of showings. The portion of
licensed program rights available for use at year-end that are expected to be
amortized within one year are classified as current assets.
Rights of sporting events represent amounts paid or payable to
suppliers for the right to broadcast sporting events. Rights for sporting events
expected to be amortized within one year are classified as current assets.
Prepaid licensed program and sports rights represent licensed program
and sports rights for which payments have been made prior to their availability.
As these programs become available for use they are reclassified to licensed
program rights or rights for sporting events.
Distribution expenses are charged to expense when incurred.
The amortization of programming costs, excluding licensed program
rights, are charged to operations using the ratio of current period's gross
revenue to estimated gross revenue to be derived from all sources. The
amortization rates used for periods after actual gross revenue have been
received are based on estimates and are reviewed periodically and revised when
necessary to reflect historical patterns.
Unamortized production and exploitation costs are compared with net
realizable value each reporting period on a film-by-film basis. If estimated
future gross revenues from a film are not sufficient to recover unamortized film
costs, other direct distribution expenses and participations, the unamortized
F-9
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
film costs are written down to net realizable value.
Licensed program rights are amortized to expense based on broadcasts.
Cash and Cash Equivalents
The Company considers cash or cash equivalents to be highly liquid
investments such as cash, time deposits and certificates with original
maturities of three months or less.
Property and Equipment
Property and equipment are stated at cost, less accumulated
depreciation. Major renewals and improvements that extend the useful life of an
asset are capitalized. Maintenance and repairs which do not improve or extend
the lives of the respective assets are expensed when incurred.
Depreciation of property and equipment are calculated on the
straight-line basis over the estimated useful lives of the assets (see Note 8).
Broadcasting and Transmission Equipment under Capital Leases
Broadcasting equipment under capital leases is stated at the present
value of the future minimum lease payment at the inception of the lease, less
accumulated depreciation.
Equipment under capital leases is depreciated over its estimated useful
life (see Note 9).
Advances to Third Parties
The Company makes payments to artists, producers and script writers for
services in connection with future programs. Such payments are included in
production costs when services have been rendered.
Employee Retirement Benefits
As more fully discussed in Note 17, employee retirement benefits are
provided for on an accrual basis.
Income Taxes
Income taxes have been accounted for using the asset and liability
method in accordance with Statement of Financial Accounting Standards ("SFAS")
No. 109. Deferred tax assets and liabilities are recorded for the expected
future tax consequences of temporary differences between the carrying amounts
and tax basis of assets and liabilities. Deferred taxes are measured using
currently applicable tax rates.
Barter Transactions
Barter transactions represent non-cash transactions in which the
Company sells advertising time to a third party in return for goods, services or
assets (including rights to sporting events). These transactions are accounted
for on the basis of the fair market value of the goods, services or assets.
During the years ended December 31, 1996, 1997 and 1998, net revenue derived
from barter transactions amounted to GRD 1,928,503, GRD 366,472 and GRD 381,183,
respectively.
F-10
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
Concentration of Credit Risk
The Company's major source of revenue is derived in Greece (see Note
23).
Concentration of credit risks with respect to current trade accounts
are managed as the Company obtains letters of guarantee from banks, checks and
notes receivable to support receivable balances. At December 31, 1997 and 1998,
the Company had obtained letters of guarantee, checks and notes receivable in
respect of approximately 54% and 7.2% of receivables, respectively.
The Company earned 12.4% (GRD 3,139,433), 9% (GRD 2,317,041) and 9.1%
(GRD 2,898,777), of net revenues from related companies for the years ended
December 31, 1996, 1997 and 1998, respectively. Accounts receivable relating to
this revenue as of December 31, 1997 and 1998 represented 17.7% and 16.7% of
accounts receivable, respectively. Related party revenue denominated in foreign
currency amounted to GRD 2,789,934, GRD 1,611,705 and GRD 1,983,738 for the
years ended December 31, 1996, 1997 and 1998, respectively. The related
receivables are subject to foreign currency risk.
Advances to related parties represents 67% and 48% of total advances at
December 31, 1997 and 1998.
No one supplier accounts for more than 10% of purchases.
The Company's significant source of revenue is generated from selling
advertising spots to local advertisers. In the years ended December 31, 1996,
1997 and 1998, no one advertiser accounted for 10% or more of total net revenue.
Prior to 1996, it was common practice in the Greek market for certain
advertising agencies to act in concert (so called "media shops") for the purpose
of negotiating more favorable terms. In 1996, this practice of acting in concert
was restricted by law and consequently, the "media shops" no longer constitute a
concentration of credit risk.
Impairment of Long-Lived Assets
In March 1995, the U.S. Financial Accounting Standards Board ("FASB")
issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" which requires that long-lived assets and
certain identifiable intangibles held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. The Company adopted this
standard in 1996. Adoption of this standard did not have a material impact on
its result of operations or financial position.
Financial Instruments
The estimated fair values of cash, short-term accounts receivable,
advances and payables approximate their carrying value because of the short-term
maturity of these instruments.
The carrying value of receivables with maturities greater than one year
have been discounted using a rate of 9%, which approximates the fair value.
F-11
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
The Company's Senior Notes include a fixed interest rate of 9%; the
fair value at December 31, 1998 has been calculated based upon
bank-quoted market rates. The market rate at December 31, 1998 was
$97,750, as compared to the carrying value at December 31, 1998 of
$115,000.
Earnings Per Share
The earnings per common share is computed by dividing net income
applicable to common stock by the weighted average number of issued shares of
common stock for the years ended December 31, 1996, 1997 and 1998. Basic
earnings per share and diluted earnings per share are equal as the Company does
not have any dilutive securities outstanding.
Recent and New Accounting Pronouncements
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No.
125 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996 and is to be
applied prospectively. This statement provides accounting and reporting
standards for transfers and servicing of financial assets and extinguishments of
liabilities based on consistent application of a financial components approach
that focuses on control. It distinguishes transfers of financial assets that are
sales from transfers that are secured borrowings. The Company has adopted the
provisions of SFAS No. 125 in 1997. Adoption of this statement did not have a
material effect on the Company's financial position or results of operations.
Capital Structure
In February 1997, the FASB issued SFAS No. 128, "Earnings per Share"
and SFAS No. 129, "Disclosure of Information about Capital Structure."
SFAS No. 129 "Disclosure of Information about Capital Structure" was
issued in February 1997 and is effective for financial statements for periods
ending after December 15, 1997. It contains no changes in disclosure
requirements for entities that were previously subject to the requirements of
APB Opinions No. 10 "Omnibus Opinion-1966" and No. 15 "Earnings Per Share" and
SFAS No. 47 "Disclosure of Long-Term Obligations."
The Company has adopted the disclosure requirements at December 31,
1997.
Comprehensive Income
SFAS No. 130 "Reporting Comprehensive Income" was issued in June 1997
and is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required.
F-12
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
It requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. It requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position.
The Company has no comprehensive income.
Segment Information
SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" was issued in June 1997 and is effective for fiscal years beginning
after December 15, 1997. In the initial year of application comparative
information for earlier years is to be restated.
It requires that companies disclose segment data based on how
management makes decisions about allocating resources to segments and measuring
their performance. It also requires entity-wide disclosures about the products
and services an entity provides, the material countries in which it holds assets
and reports revenues, and its major customers.
The Company has reviewed the likely impact on the level of disclosure
currently provided in its financial statements and has concluded that it has
only one reportable segment and will, therefore, require no additional
disclosure.
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management has not determined the effect of the adoption of SFAS 133.
Accounting for Computer Software
During January 1998, the American Institute of Certified Public
Accountants (AICPA) issued Statement of Position 98-1, "Accounting for the costs
of Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP
98-1 becomes effective for all fiscal years beginning after December 15, 1998.
The Company does not expect the adoption of SOP 98-1 to have a material impact
on Company's financial statements.
F-13
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
Reporting on the Costs of Start-Up Activities
The AICPA issued Statement of Position 98-5, "Reporting on the Costs of
Start-up Activities" ("SOP 98-5") in April 1998 and is effective for fiscal
periods beginning after December 15, 1998. SOP 98-5 provides guidance on the
financial reporting of start-up costs and organization costs. It requires costs
of start-up activities and organization costs to be expensed as incurred. The
Company is evaluating the effect of the pronouncement.
3. TRANSLATIONS OF DRACHMAE INTO US DOLLARS
The financial statements are stated in drachmae. The translations of
drachmae into U.S. Dollars are included solely for the convenience of the
reader, using the noon buying rate in New York on December 31, 1998, which was
279.90 to $1.00. The convenience translations are unaudited and should not be
construed as representations that the drachma amounts have been, could have
been, or could in the future be, converted into U.S. Dollars at this or any
other rate of exchange.
4. CASH AND CASH EQUIVALENTS
As of December 31, 1998, time deposits of GRD 5,867,462 are included in
cash and cash equivalents.
5. ACCOUNTS RECEIVABLE
Accounts receivable are analyzed as follows:
December 31,
-------------------------------
1997 1998
---- ----
Trade........................................... 11,278,409 16,137,390
Less: allowance for doubtful accounts.......... (769,626) (722,124)
-------------- --------------
10,508,783 15,415,266
-------------- --------------
Other:
Subsidies.................................... -- --
Value added tax.............................. 230,411 --
Employee advances............................ 249,876 216,765
-------------- --------------
480,287 216,765
-------------- --------------
10,989,070 15,632,031
============== ==============
Allowance for doubtful accounts:
Beginning balance............................ 645,854 769,626
Write offs................................... -- --
Recoveries................................... -- (51,955)
Provision for bad debts...................... 123,772 4,453
-------------- --------------
Ending balance............................... 769,626 722,124
============== ==============
F-14
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
6. DUE FROM (TO) RELATED PARTIES
The Company sells advertising spots, licensing and distribution rights
to certain related parties in the ordinary course of business. Furthermore, the
Company also derives revenue from related parties by charging fees for the use
of the Company's production facilities and technical and administrative services
for the production of infomercials. Such related parties consist of companies
which have common ownership and/or management with the Company. The Company
believes that, in each case, the terms of such transactions are no less
favorable than those that would be attainable by the Company in the ordinary
course from unaffiliated third parties under similar circumstances.
Balances from related companies are as follows:
<TABLE>
<CAPTION>
December 31,
---------------------
1997 1998
---- ----
<S> <C> <C>
Accounts Receivable
Current:
Antenna Satellite TV (USA) Inc................ 1,480,000 1,633,511
Audiotex S.A.................................. 111,217 75,458
Epikinonia EPE................................ 72,586 48,203
Antenna TV Ltd. (Cyprus)...................... 564,130 686,901
Pacific Broadcast Distribution Ltd............ 259,220 666,896
Catalogue Auctions Hellas S.A................. 40,439 40,439
--------- ---------
2,527,592 3,151,408
========= =========
Long-term:
Antenna Satellite TV (USA) Inc................ 2,123,634 2,438,156
Less: allowance for fair value................ (336,358) (416,358)
--------- ---------
1,787,276 2,021,798
========= =========
Advances
Current:
Antenna R.T. Enterprises S.A............ 863,262 246,634
Catalogue Auctions Hellas S.A........... -- 141,710
--------- ---------
863,262 388,344
========= =========
Long-term:
Antenna TV Ltd. (Cyprus)................ 305,746 120,979
========= =========
</TABLE>
The Company has entered into two agreements (licensing and
distribution) with Antenna Satellite TV (USA) Inc., a company in which the
Chairman and Chief Executive Officer of the Company is a director. The
programming agreement provides that a daily license fee of $8.20 for the year
ended December 31, 1996 and for the six months ended June 30, 1997 and $9.02 for
the six months ended December 31, 1997 and $9.02 for the year ended December 31,
1998 for a 10 hour television program will be paid to the Company. The
distribution agreement provides that a license fee (flat fee) of $5,500 is
payable to the Company. This license fee is payable in eight quarterly
installments commencing on March 31, 1998. In 1996, the Company recognized GRD
1,108,699 and GRD 1,354,535 of license and distribution fees, respectively. In
1997 and 1998, the Company recognized GRD 899,546 and GRD 927,514 of license
fees, respectively. Both these accounts receivable have been guaranteed
personally by Mr. Minos Kyriakou.
F-15
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
6. DUE FROM (TO) RELATED PARTIES (Cont'd.)
The Company has entered into an agreement with Audiotex S.A., a company
of which 51% is currently indirectly owned by Mr. Minos Kyriakou and which has a
common director with the Company (Mr. George Xanthopoulos), to provide dead time
pursuant to which the Company receives a commission of 7.8% on Audiotex's
revenue for the period July 1, 1995 through November 30, 1995, December 1, 1995
to June 30, 1998 a commission of 15%, July 1, 1998 to August 31, 1998 a
commission of 30%, September 1, 1998 to December 31, 1998 a commission of 40%
and from January 1, 1999 to January 1, 2005 a commission of 50%. The Company has
also entered into an agreement to provide management consulting and production
services to Audiotex related to sales and promotions in media other than Antenna
in return for a royalty of 7.8% of the gross annual revenue arising from such
activities payable from July 1, 1995 through January 1, 2005. The Company also
subleases its office and studio space to Audiotex for a monthly rental fee of
GRD 695 for the period January 1, 1997 to December 31, 1998, and leases studio
equipment and other machinery to Audiotex for a fee of GRD 270 per hour for the
same period.
The Company provides production facilities and technical and
administrative services to Epikinonia EPE, a company where one of the
shareholders (Mr. Sotirios Papadopoulos) of the Company was a shareholder and
director through August 1998, for a fee of up to 75% of Epikinonia's revenue
commencing January 11, 1996.
The Company has provided advances to Antenna R.T. Enterprises S.A.
(also known as Antenna Radio or Antenna FM), a company where various directors
of the Company are shareholders and directors. Interest is charged at a variable
rate. During 1998, the majority of the loan was repaid.
The Company has entered into an agreement with Antenna R.T. Services
Ltd. (now known as Antenna TV Ltd. (Cyprus)), a company to which the General
Manager of the Company is a General Manager, pursuant to which the Company
earned royalties of 9% up to August 31, 1994 and commencing September 1, 1994
11% for the next three years and 12% thereafter on the advertising revenues of
Antenna TV Ltd. (Cyprus). In addition, the Company has given advances to this
company for future programming.
The Company, in July 1997, entered into a program agreement with
Pacific Broadcast Distribution Ltd., a company in which the President of the
Company is a shareholder and member of the Board of Directors. The programming
agreement provides that a daily license fee of $5.00 for a 9 hour television
program will be paid to the Company. The license fee is subject to negotiated
increases after July 15, 1999 of at least 10%.
During 1997, the Company acquired a 50% share in a newly formed company
called Catalogue Auctions Hellas S.A. ("Catalogue Auctions"). The main
operations of this company are to sell to the public via the participation of
the public in the auctioning of various products. Catalogue Auctions uses the
Antenna TV logo and Antenna air time in connection with its auctions. In return,
the Company receives a royalty of 12% of Catalogue Auctions' gross revenues if
they do not exceed GRD 1,000,000. The percentage increases to 15% of gross
revenues if they do exceed GRD 1,000,000. In no event will the Company receive
less than GRD 10,000 per month. During 1998, the Company advanced GRD 141,710 to
this company.
F-16
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
6. DUE FROM (TO) RELATED PARTIES (Cont'd.)
A summary of transactions with related companies for 1996, 1997 and
1998 are analyzed as follows:
<TABLE>
<CAPTION>
Purchases
from related parties Revenue from related parties
Year Ended December 31, Year Ended December 31,
----------------------- -----------------------
1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Epikinonia EPE (Production facilities and technical
and administrative services) .......................... -- -- 82,151 296,626 378,000
Antenna Satellite TV (USA) Inc. (License fees)........... -- -- 1,108,699 899,546 927,514
Antenna Satellite TV (USA) Inc. (Distribution
fees).................................................. -- -- 1,354,535 -- --
Pacific Broadcast Distribution Ltd. ..................... -- -- -- 259,221 514,144
Antenna TV Ltd. (Cyprus)(Royalties)...................... -- -- 326,700 452,938 542,080
Audiotex S.A. (Commission and other) .................... -- -- 263,743 290,440 362,494
Catalogue Auctions Hellas S.A. .......................... -- -- -- 34,270 --
Antenna R.T. Enterprises S.A. (Other).................... 2,788 -- 3,605 84,000 174,545
----- ---- --------- --------- ---------
2,788 -- 3,139,433 2,317,041 2,898,777
===== ==== ========= ========= =========
</TABLE>
7. PROGRAMMING COSTS
The following table sets for the components of the programming costs,
net of amortization:
December 31,
-------------------------------
1997 1998
---- ----
Produced programming ...................... 10,420,339 11,448,729
Purchased sports rights ................... 3,566,980 3,233,640
Licensed program rights ................... 1,335,799 1,875,691
Prepaid license program rights ............ 1,031,397 1,546,851
Prepaid produced programs ................. 445,957 778,086
Prepaid sports rights ..................... 65,000 --
---------- ----------
16,865,472 18,882,997
Less: current portion ..................... (10,954,828) (11,795,427)
---------- ----------
5,910,644 7,087,570
============ ============
On the basis of the Company's amortization rates 100% of produced
programming, licensed program rights and purchased sports rights at December 31,
1998 will be amortized within a three-year period of time, whereas 95% of
prepaid amounts will be amortized within three years.
F-17
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
8. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
December 31,
---------------------
1997 1998
---- ----
Cost
Land......................................... 300 300
Leasehold improvements....................... 557,583 560,050
Machinery and equipment...................... 1,221,199 1,390,613
Broadcasting and transmission equipment...... 878,472 934,773
Furniture and fixtures....................... 943,393 1,068,353
Motor vehicles............................... 208,979 237,937
--------- ---------
3,809,926 4,192,026
========= =========
Net book value
Land......................................... 300 300
Leasehold improvements....................... 232,509 196,702
Machinery and equipment...................... 553,501 549,884
Broadcasting and transmission equipment...... 415,257 378,382
Furniture and fixtures....................... 341,960 331,077
Motor vehicles............................... 57,418 65,560
--------- ---------
1,600,945 1,521,905
========= =========
Depreciation is computed based on the straight-line method using rates
which are substantially equivalent to average economic useful life rates. The
depreciation expense for the years ended December 31, 1996, 1997 and 1998, was
GRD 383,002, GRD 358,493 and GRD 464,200, respectively. The useful lives of
property and equipment are as follows:
Classification Useful lives
Leasehold improvements....................... 10 years
Machinery and equipment...................... 5 to 7 years
Broadcasting and transmission equipment...... 10 years
Furniture and fixtures....................... 3 to 5 years
Motor vehicles............................... 5 to 7 years
F-18
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
9. BROADCASTING AND TRANSMISSION EQUIPMENT UNDER CAPITAL LEASES
December 31,
-----------------------------
1997 1998
---- ----
Cost............................... 1,359,482 1,359,482
Less: accumulated depreciation..... (537,028) (673,093)
--------- ---------
822,454 686,389
========= =========
Depreciation is computed based on the straight-line method using rates
which are substantially equivalent to average economic useful lives for
broadcasting and transmission equipment (10%). The depreciation expense for the
years ended December 31, 1996, 1997 and 1998 was GRD 84,611, GRD 136,066 and GRD
136,065.
10. OTHER RECEIVABLE
Other long-term receivable includes a balance receivable from a
political party (New Democracy) amounting to GRD 787,498 and GRD 769,498 as of
December 31, 1997 and 1998, respectively. An allowance for doubtful debts and
fair value of GRD 360,000 as of December 31, 1997 and GRD 440,000 as of December
31, 1998 has been recorded.
The receivable arose from advertising relating to New Democracy's
political campaign for the October 1993 and June 1994 elections in Greece.
Management believes that the net amount receivable is fully recoverable.
11. BANK OVERDRAFTS AND SHORT-TERM BORROWINGS
Short-term borrowings are primarily draw-downs under various lines of
credit maintained by the Company with several banks. The aggregate amount of
available lines of credit were GRD 5,300,000 at December 31, 1997 and GRD
6,100,000 at December 31, 1998.
Bank overdrafts and short-term borrowings are secured by the personal
guarantee of the Company's Chairman and Chief Executive Officer and assignments
of advertisers' post-dated checks, notes receivable from advertisers and letters
of guarantee of obligations of advertisers. In the years ended December 31, 1997
and 1998, no such security exists because the bank overdrafts and short term
borrowings have been repaid. In addition, the Indenture with respect to the
issue of Senior Notes restricts such transactions.
F-19
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
11. BANK OVERDRAFTS AND SHORT-TERM BORROWINGS (Cont'd.)
Such borrowings, based on their currency denominations, were as
follows:
<TABLE>
<CAPTION>
At December 31,
1996 1997 1998
---- ---- ----
In Foreign In Foreign In Foreign
GRD Currency GRD Currency GRD Currency
<S> <C> <C> <C> <C> <C> <C>
Denominated in:
Drachmae......... 4,655,893 -- -- -- -- --
US$.............. 182,413 736 -- -- -- --
Japanese Yen..... 4,107,593 1,927,841 -- -- -- --
ECU.............. 2,688,401 8,736 -- -- -- --
CHF.............. -- -- -- -- -- --
DEM.............. -- -- -- -- -- --
---------- ---- ----
11,634,300 -- -- -- -- --
========== ==== ====
</TABLE>
The weighted average interest rates on short-term borrowings in each of
the years ended December 31, 1996, 1997 and 1998 were as follows:
At December 31,
1996 1997 1998
---- ---- ----
Currency:
Drachmae......... 23.5% 16.0% --
US$.............. 8.0% 8.1% --
Japanese Yen..... 3.5% 3.2% --
ECU.............. 7.8% 6.5% --
CHF.............. -- 3.5% --
DEM.............. -- 5.5% --
Interest on short-term borrowings for 1996 and 1997, totaled GRD
1,454,473 and GRD 1,294,246, respectively. There was no interest in 1998.
F-20
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
12. LONG-TERM DEBT
Long-term debt consists of:
<TABLE>
<CAPTION>
At December 31,
-----------------------
1997 1998
---- ----
<S> <C> <C>
Senior Notes due 2007 (the "Senior Notes") issued on August 12, 1997.
Interest on the Senior Notes is paid semi-annually in February and
August, commencing February 1, 1998, at a rate of 9% per annum. The
Senior Notes are redeemable, in whole or in part, at the option of the
Company at any time on or after August 1, 2002................. 32,597,670 32,545,000
---------- ----------
32,597,670 32,545,000
Less: Current portion............................................. -- --
---------- ----------
32,597,670 32,545,000
========== ==========
</TABLE>
In August 1997, the Company completed the issuance of debt securities
(the "Senior Notes") in the United States. The net proceeds of the offering were
used to repay short-term and long-term borrowings.
The Senior Notes issued at an aggregate face amount of US$ 115,000 with
maturity date on August 1, 2007, bear interest at a rate of 9% per annum,
payable semi-annually on February 1 and August 1 each year, commencing on
February 1, 1998.
F-21
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
12. LONG-TERM DEBT (Cont'd.)
Interest expense for the period from August 12, 1997 to December 31,
1997 totaled GRD 1,124,620 and for the year ended December 31, 1998 totaled GRD
3,045,398 and is included in interest expense in the accompanying 1997 and 1998
statements of operations.
The indebtedness evidenced by the Senior Notes constitutes general
unsecured senior obligation of Antenna TV S.A. and rank pari passu in right of
payment with all other senior indebtedness and rank senior in right of payment
to all subordinated indebtedness of Antenna TV S.A.
The Senior Notes Indenture contains certain covenants and restrictions
that, among other things, limit the type and amount of additional indebtedness
that may be incurred by the Company and imposes certain limitations on
investments, loans and advances, sales or transfers of assets, liens, dividends
and other payments, the ability of the Company to enter into sale-leaseback
transactions, certain transactions with affiliates and certain mergers. The
Company is in compliance with the terms of the Indenture at December 31, 1997
and 1998.
Bank loan interest expense for the years ended December 31, 1996 and
1997 totaled GRD 562,975 and GRD 236,345. There was no bank loan interest
expense for the year ended December 31, 1998.
13. CAPITAL LEASE OBLIGATIONS
The Company leases mainly broadcasting and transmission equipment under
capital leases which bear interest at average interest rates of 14.5%. Interest
expense from capital leases was GRD 73,743, GRD 34,765 and GRD 10,481 in the
years ended December 31, 1996, 1997 and 1998, respectively.
Future obligations from the above leases are as follows:
Principal Interest Total
1999............................... 59,402 6,293 65,695
2000............................... 48,902 2,556 51,458
2001............................... 3,570 100 3,670
------- ----- -------
111,874 8,949 120,823
Less: current portion......... (59,402) (6,293) (65,695)
------- ----- -------
52,472 2,656 55,128
F-22
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The amount reflected in the accompanying balance sheets is analyzed as
follows:
December 31,
1997 1998
---- ----
Value added tax...................... -- 1,092,814
--------- ---------
Taxes withheld:
Payroll......................... 75,435 54,397
Third parties................... 34,478 39,503
Other........................... 25,467 9,037
--------- ---------
135,380 102,937
--------- ---------
Broadcast license fee................ 576,215 1,195,215
Deferred revenue..................... 107,624 100,624
Other payables....................... 22,141 73,452
Social security funds payable........ 187,426 185,117
Radio and television council fine.... 95,000 4,975
Foreign exchange contract............ -- 4,605,000
Programming.......................... -- 320,196
Other accruals....................... 934,448 1,104,668
--------- ---------
2,058,234 8,784,998
========= =========
The accrual for the foreign exchange contract represents the difference
between the forward contract rate and the balance sheet translation rate (see
Note 2).
15. INCOME TAXES
The provision for income taxes reflected in the accompanying statements
of operations is analyzed as follows:
December 31,
1996 1997 1998
---- ---- ----
Current........................ 221,073 79,999 171,993
Deferred income taxes.......... 209,618 168,384 1,906,380
------- ------- ---------
Provision for income taxes..... 430,691 248,383 2,078,373
======= ======= =========
The reconciliation of the provision for income taxes to the amount
determined by the application of the Greek statutory tax rate of 35% in 1996 and
1997, and 40% in 1998 to pre-tax income is summarized as follows:
F-23
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
15. INCOME TAXES (Cont'd.)
December 31,
---------------------------
1996 1997 1998
---- ---- ----
Tax provision at the statutory rate... 315,958 175,524 1,225,509
Effect of change in tax rate.......... -- -- (96,507)
Interest income....................... (47,193) (93,924) (124,560)
Disallowed prior period expenses...... 64,000 80,000 141,097
Non-deductible general expenses....... 97,926 86,783 182,834
Change in valuation allowance......... -- -- 750,000
------- ------- ---------
Provision for income taxes............ 430,691 248,383 2,078,373
Interest income is taxed at a lower rate (15%) than operating income.
Disallowed prior period expenses relate to invoices for goods or services that
were not received prior to the preparation of the tax returns and that relate to
prior year expenses (i.e., invoices received in February that relate to services
rendered in December of prior year). Non-deductible general expenses relate
primarily to certain car and meals and entertainment expenses.
In Greece the amounts reported to the tax authorities are provisional
until such time as the books and records of an entity are inspected by the tax
authorities. Greek tax laws and related regulations are subject to
interpretations by the tax authorities. The Company has been audited by the tax
authorities up to 1992. Management of the Company believes that the amounts
accrued will be sufficient to meet its tax obligations.
The ultimate outcome of additional tax assessments may vary from the
amounts accrued, however management of the Company believes that any additional
tax liability over and above the amount accrued would not have a material
adverse impact on the Company's results of operations or financial position.
The deferred income taxes relate to the temporary differences between
the book values and the tax bases of assets and liabilities. Significant
components of the Company's deferred tax liabilities and assets in 1997 and 1998
are summarized below:
December 31,
----------------------
1997 1998
---- ----
Deferred tax liabilities
Premiums unamortized....................... -- 176,688
Programming costs.......................... -- 1,864,894
Reserves (Note 19)......................... 430,348 430,348
Reserves taxed in a special way............ 182,229 233,826
Deferred charges........................... 122,782 231,015
Leased assets.............................. 287,859 274,335
Deferred interest on finance leases........ 8,863 5,936
Customer advances.......................... 435,168 502,700
Accrued expenses and other liabilities..... 10,150 52,860
--------- ---------
Gross deferred tax liabilities.................. 1,477,399 3,772,602
--------- ---------
Deferred tax assets
Property and equipment..................... 23,576 32,718
Programming costs.......................... 479,333 --
F-24
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
Long-term lease liability........... 42,288 22,051
Short-term lease liability.......... 25,023 26,278
Long-term receivables............... 1,175,389 1,176,140
Deferred revenue.................... 9,275 6,825
Accounts receivable................. 184,450 182,988
Employee retirement benefits........ 116,200 140,776
Other assets........................ 306,397 390,537
Other provisions.................... 153,590 195,531
Accrued expenses.................... 48,300 1,528,800
--------- ---------
Gross deferred tax assets................ 2,563,821 3,702,644
--------- ---------
Less: valuation allowance................ -- (750,000)
--------- ---------
Net deferred tax assets (liability)...... 1,086,422 (819,958)
========= =========
Long-term receivables give rise to a tax asset principally due to
certain long-term agreements that have not satisfied all of the revenue
recognition criteria of SFAS No.53. Such agreements, however, are taxable by the
local Greek authorities.
A valuation allowance has been provided on deferred tax assets arising
principally from the foreign exchange loss incurred on the forward contract
which is not expected to fully reverse before its expiration. Management
believes that it is more likely than not that the results of future operations,
together with the valuation allowance, will generate sufficient taxable income
to realize the net deferred tax assets.
The classification of deferred income taxes in the accompanying balance
sheets is as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------
1997 1998
---- ----
<S> <C> <C>
Net current deferred tax assets (liabilities)......... 128,126 (1,165,531)
======= ===========
Net non-current deferred tax assets................... 958,296 345,573
======= ===========
</TABLE>
16. OTHER LONG-TERM LIABILITY
Other long-term liability is analyzed as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------
1997 1998
---- ----
<S> <C> <C>
Other long-term liability............................. 3,263,626 2,262,493
Less: current portion................................. (855,850) (854,719)
--------- ---------
2,407,776 1,407,774
========= =========
</TABLE>
The Company has an outstanding balance due to the Pension Fund for
Athens and Thessaloniki Newspaper Employees for advertiser contributions. It is
expected that the repayment terms will be structured over approximately three
years.
F-25
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
17. EMPLOYMENT RETIREMENT BENEFITS
State Pension
The Company's employees are covered by one of several Greek State
sponsored pension funds. Each employee is required to contribute a portion of
their monthly salary to the fund, with the Company also contributing a portion.
Upon retirement, the pension fund is responsible for paying the employees'
retirement benefits. The Company's contributions to the pension fund in the
years ended December 31, 1996, 1997 and 1998, have been recorded as expenses and
were GRD 695,930, GRD 744,617 and GRD 787,420, respectively.
Employee Retirement Benefits
In accordance with Greek law, a lump sum payment is payable to
employees upon their retirement or involuntary termination. The amount of
compensation payable for involuntary termination is based on the number of years
of service and the amount of remuneration at the date of termination. If the
employees remain in the employment of the Company until normal retirement age,
they are entitled to receive a lump sum payment which is equal to a minimum of
40% of the involuntary termination benefit, as defined above. As the Company has
no plans to terminate a portion of its workforce, the accrual reflects the
minimum amount payable on retirement. The amount charged to expense in the years
ended December 31, 1996, 1997 and 1998 was GRD 30,000, GRD 57,000 and GRD
38,000, respectively.
18. SHARE CAPITAL
The Company's share capital at December 31, 1998 consisted of
16,769,440 common shares of GRD 0.1 par value. The Company's shareholders are:
<TABLE>
<CAPTION>
Percentage of Share
Shareholders Capital
------------ -------
<S> <C>
Holnest Investments Ltd.................................. 25.0%
Globecast Holdings Limited............................... 22.4%
Altavista Global Holdings Limited........................ 22.4%
Praxis Global Investment Limited......................... 22.4%
Socrates Eliades......................................... 6.8%
Efstathios Gourdomichalis................................ 1.0%
------
Total.......................................... 100.0%
======
</TABLE>
Effective September 1, 1998, three of the five shareholders of Antenna,
Messrs. Sotirios Papadopoulos, George Xanthopoulos and Socrates Eliades,
holding, in the aggregate, 12,409,386 shares of the Company (representing 74% of
the outstanding capital stock of the Company) transferred 11,256,486 shares in
the aggregate to three corporations--Globecast Holdings Limited ("Globecast"),
Altavista Global Holdings Limited ("Altavista") and Praxis Global Investments
Limited ("Praxis"). Each such corporation was established to hold such shares
and acquired 3,752,162 shares of the Company (22.4% of the outstanding capital
stock of the Company). The outstanding shares of capital stock of Globecast are
beneficially owned by Theodore Kyriakou, the Executive Vice President and Chief
Operating Officer of the Company and a son of Minos Kyriakou, the Chairman and
Chief Executive Officer of the Company. The outstanding shares of capital stock
of Altavista and of Praxis are owned by two other members of the Kyriakou
family, Xenophon Kyriakou and Athina Kyriakou. As a result of the foregoing, for
accounting purposes, Antenna is controlled by a group of related shareholders.
F-26
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
18. SHARE CAPITAL (Cont'd.)
The transfers of shares were effected on the basis of a general
understanding that they would be reciprocated by the transferee corporations at
some unspecified time in the future. No written agreement was entered into in
connection with the transfer, no valuation was placed on the shares and there is
no obligation on the part of the transferee corporations or their owners, and no
right on the part of the transferors to cause the transferees or their owners,
to transfer the shares back to the transferors or to any other person.
Mr. Minos Kyriakou owns 99.9% of the share capital of Holnest
Investments Ltd.
Additional paid-in capital of GRD 3,752,500 arose during the year ended
June 30, 1994 as a result of the issuance of 1,975,000 common shares issued at
GRD 2.0 each. The excess over par value amounted to GRD 1.9 per share.
19. STATUTORY, TAX FREE AND OTHER RESERVES
Statutory, tax free and other reserves are as follows:
December 31,
----------------------
1997 1998
Statutory reserve................................ 262,793 266,739
Tax free reserves--Law 1828/1989
(Art. 22)..................................... 1,229,567 1,229,567
Reserves for income taxed at lower rates......... 878,313 938,022
Reserve for non-taxable income................... 80,785 81,485
Special reserve.................................. 93,757 93,757
--------- ---------
2,545,215 2,609,570
========= =========
Statutory Reserve
Under Greek corporate law, corporations are required to transfer a
minimum of 5% of their annual net profit as reflected in their statutory books
to a statutory reserve, until such reserve equals one-third of the outstanding
share capital. The above reserve cannot be distributed during the existence of
the Company, but can be used to eliminate a deficit.
Tax Free and Other Reserves
a) Under the provisions of Law 1828/1989 (Art. 22), corporations are
allowed to set up a tax free reserve for which they are obliged to make
productive investments of an amount equal to one hundred and thirty percent of
the reserve within the three years (at least one third during the first year)
following the year the respective reserve has been established. This reserve can
be converted to share capital after the three-year period mentioned above.
According to Greek tax regulations, no tax is due at the specified time this
reserve is capitalized. In the case where the productive investments are not
made within the time frame, the reserve is taxed at 35% plus penalties of 2.5%
per month. The Company has not made the investment and has accrued for taxes and
penalties amounting to GRD 793,348, GRD 890,348 and GRD 998,348 as of December
31, 1996, 1997 and 1998, respectively. The amount of taxes accrued of GRD
F-27
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
19. STATUTORY, TAX FREE AND OTHER RESERVES (Cont'd.)
430,348 is included in deferred income taxes. The amount of penalties included
in selling, general and administrative expenses is GRD 112,000 for 1996, GRD
97,000 for 1997 and GRD 108,000 for 1998. If upon completion of a tax audit such
non-taxable reserves are disallowed, a reclassification would be required to
remove such amounts from tax free reserves.
b) Reserves for income taxed at lower rates represent interest income
taxed at 15%. Upon distribution, these reserves will be taxed at the applicable
current tax rate, with 15% credit given. Therefore, deferred taxation has been
computed on these reserves.
c) Reserve for non-taxable income represents interest earned on Greek
Government bonds which were not taxable. Upon distribution, such reserve will be
taxed at the applicable current tax rate.
d) Special reserves represent a portion of the reserve as stated in (a)
above, for which tax has been paid.
20. DIVIDENDS
Under Greek corporate law, companies are required each year to declare
from their profits, dividends of at least 35% of after-tax profit, after
allowing for statutory reserve, or a minimum of 6% of the paid-in share capital,
whichever is greater. However, the Company can waive such dividend with the
unanimous consent of its shareholders.
Furthermore, Greek corporate law requires certain conditions to be met
before dividends can be distributed which are as follows:
a) No dividends can be distributed to the shareholders as long as the
Company's net equity, as reflected in the statutory financial statements, is, or
after such distribution will be, less than the share capital plus
non-distributable reserves.
b) No dividends can be distributed to the shareholders as long as the
unamortized balance of "Pre- Operating Expenses," as reflected in the statutory
financial statements, exceeds the aggregate of distributable reserves plus
retained earnings.
No dividends have been declared during 1996 and 1997. During 1998,
dividends of GRD 1,000,000 were declared and paid.
21. COMMITMENTS
In addition to long-term operating lease commitments for office and
studio space, the Company has entered into extended commitments integral to its
operations.
Amounts payable for commitments as of December 31, 1998 discussed below
are:
Office and
Studio Space
------------
1999......................................... 957,799
F-28
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
2000......................................... 1,042,735
2001......................................... 1,169,489
2002......................................... 1,239,656
2003......................................... 1,352,080
---------
Total................................... 5,761,759
=========
The rental expense relating to long-term operating lease commitments
for office and studio space amounted to GRD 838,692, GRD 741,238 and GRD 850,810
in the years ended December 31, 1996, 1997 and 1998.
At December 31, 1998, the Company was obligated to make further
payments under sports rights not currently available for use, and therefore, not
included in the Balance Sheet.
The Company has signed letters of guarantee for purchased licensed film
and sports rights amounting to GRD 3,287,967 and GRD 1,411,451 as of December
31, 1997 and 1998, respectively.
22. CONTINGENCIES
The Company is involved in various litigation in the normal course of
business, with claims totaling approximately GRD 3,446,276. The Company accrued
GRD 125,831 in 1997 and GRD 175,831 in 1998, representing management's best
estimate of the Company's probable liability in respect of such claims. The
Company believes that none of these actions, individually or in the aggregate,
will have a material adverse effect on the Company's results of operations or
financial position.
The Company is involved in a litigation claim for the non-payment of
advertiser contributions payable to the Pension Fund for Athens and Thessaloniki
Newspaper Employees amounting to GRD 1,314,512. The contribution is payable on
invoices issued to advertisers. However, the relevant authorities, in
determining the contributions not paid, did not take into consideration
discounts given to advertisers through the issuance of credit notes at a later
date, which therefore would create a lower advertising contribution liability.
In the opinions of the Company's management and legal advisor the Company will
not be liable for such amounts and therefore an accrual has not been made.
The Company is continuing to evaluate the extent to which
non-information technology systems may be impacted by the Year 2000 and the
types of contingency plans that may be necessary if its management information
systems and/or non-information technology systems were to be non-Year 2000
compliant. Such an evaluation is expected to be completed by mid-March 1999. The
Company is also continuing to evaluate the extent to which failure of third
parties with which the Company interacts to be Year 2000-compliant could have a
material adverse effect on the Company's financial condition or results of
operations. Such third parties could include, among others, advertisers,
providers of satellite transmission facilities, production companies and
suppliers of foreign programming. Any Year 2000 compliance problem of the
Company, any of its vendors and any other company with which it interacts or
otherwise does business could have a material adverse effect on the Company's
financial condition or results of operations. The Company's Year 2000 upgrade is
expected to be completed by mid-1999. The Company has not yet developed
contingency plans that address its failure to be Year 2000-compliant or the
failure of third parties with which the Company deals to be Year 2000-compliant.
F-29
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data
and exchange rates)
23. GEOGRAPHICAL DATA
Total net revenue reflected in the accompanying statements of
operations are analyzed as follows:
December 31,
---------------------------------
1996 1997 1998
---- ---- ----
Domestic revenue.............. 22,576,111 24,118,992 29,820,149
Export revenue................ 2,789,934 1,632,331 1,983,738
25,366,045 25,751,323 31,803,887
========== ========== ==========
The export revenues represent revenues from related parties (see Note
6).
24. SUBSEQUENT EVENTS (Unaudited)
The Company is currently in the process of negotiating contracts to
acquire the shares of several related party entities (the "Acquisitions"). Such
entities include 51% of Audiotex S.A., 99.97% Antenna R.T. Enterprises S.A.,
100% Pacific Broadcast Distribution Ltd. and 100% Antenna Spoudastiki EPE.
On March 3, 1999, the Company completed its initial public offering
(the "IPO") raising gross proceeds of $115.5 million. The Company will use a
portion of the proceeds of the IPO to acquire the companies listed above.
Following the Acquisitions, the Company will own 51% of Audiotex, 100% of
Pacific Broadcast, 99.97% of Antenna Radio and 100% of Antenna Spoudastiki, all
of the results of which will be consolidated with Antenna's results (and, in
place of related party revenue, the Company will record the underlying revenue
and income (loss) of the acquired entities after elimination of intercompany
adjustments), except Audiotex, which will be accounted for using the equity
method, as the minority shareholders have significant veto rights in operating
decisions (participating rights requiring unanimous shareholder approval,
including: transactions in excess of GRD 20 million, operating budgets, senior
management positions, borrowings and amendments to contractual obligations). The
proposed business combinations are among businesses under common control and
will, therefore, be accounted for "as if" a pooling of interest had occurred for
periods subsequent to September 1, 1998, the date that the companies came under
common control. Accordingly, the balance sheets and statements of operations
will be combined based upon their book values and historical results of
operations, respectively. The cash amounts to be paid for the Acquisitions, in
excess of the book values of the businesses being acquired, will be treated as a
dividend to the selling shareholders.
F-30
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Athens,
Hellenic Republic on the 30th day of March, 1999.
ANTENNA TV S.A.
By: /s/ Nikolaos Angelopoulos
-------------------------
Name: Nikolaos Angelopoulos
Title: Chief Financial Officer
S-1
