As filed with the Securities and Exchange Commission on May 6, 1999
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 1999
Antenna TV S.A.
(Translation of registrant's name into English)
Kifissias Avenue 10-12
Maroussi 151 25
Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________________.
<PAGE>
This report (the "Quarterly Report") sets forth certain information
regarding the financial condition and results of operations of Antenna TV S.A.,
a Greek societe anonyme (the "Company"), for the fiscal quarter ended March 31,
1999.
The unaudited financial statements included in this Quarterly Report,
in the opinion of management, reflect all necessary adjustments (which include
only normal recurring adjustments) necessary for a fair presentation of the
financial position, the results of operations and cash flows for the periods
presented. The unaudited financial information included in this Quarterly Report
has been prepared in accordance with U.S. generally accepted accounting
principles.
For a description of the Company's accounting policies, see Notes to
Financial Statements in the Company's Annual Report on Form 20-F for the year
ended December 31, 1998.
ii
<PAGE>
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
Condensed Statements of Operations for the three months ended
March 31, 1998 and 1999................................................ 1
Condensed Balance Sheets as of December 31, 1998 and March 31, 1999.... 2
Condensed Statement of Shareholders' Equity for the three months
ended March 31, 1999................................................... 4
Condensed Statements of Cash Flows for the three months ended
March 31, 1998 and 1999................................................ 5
Notes to the Financial Statements...................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................. 13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK................................................... 17
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS..................... 20
ITEM 5. OTHER INFORMATION............................................. 20
iii
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
ANTENNA TV S.A.
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended March 31, 1998 and 1999
(In thousands of drachmae and U.S. dollars, except earnings per share)
<TABLE>
<CAPTION>
Unaudited Three Months
Notes Ended March 31,
--------- -----------------------------------------
1998 1999
---------------- -----------------------
(GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Advertising revenue.................. 6,006,603 7,209,464 23,884
Related party revenue................ 3 678,456 691,350 2,290
Other revenue........................ 49,674 60,161 199
---------------- ------------- --------
Total net revenue.................... 6,734,733 7,960,975 26,373
---------------- ------------- --------
Cost of sales........................ 1,148,166 1,193,880 3,955
Selling, general and administrative
expenses........................... 1,282,314 1,194,813 3,958
Amortization of programming costs.... 3,163,906 3,137,669 10,394
Depreciation......................... 124,009 145,970 484
---------------- ------------- --------
Operating income..................... 1,016,338 2,288,643 7,582
Interest expense, net................ 6 (726,812) (633,121) (2,097)
Foreign exchange (losses) gains, net. 8 (3,024,920) 114,541 379
Other income (expense)............... 9 8,917 (294,846) (977)
---------------- ------------- --------
(Loss) income before income taxes.... (2,726,477) 1,475,217 4,887
Provision for income taxes........... 5 254,379 616,009 2,041
---------------- ------------- --------
Net (loss) income.................... (2,980,857) 859,208 2,846
================ ============= ========
Basic and diluted (loss) earnings per
share................................ (177.8) 43.3 0.1
================ ============= ========
</TABLE>
Exchange rate used for the convenience translation of the March 31, 1999
balances is GRD 301.86 to $1.00.
The accompanying notes are an integral part of the financial statements.
1
<PAGE>
ANTENNA TV S.A.
CONDENSED BALANCE SHEETS
As of December 31, 1998 and March 31, 1999
(In thousands of drachmae and U.S. dollars)
<TABLE>
<CAPTION>
Unaudited
December 31, March 31,
---------------------- --------------------
Notes 1998 1998 1999 1999
------- ---------- ----------- ---------- ---------
(GRD) ($) (GRD) ($)
ASSETS
- --------------------------------------------------------
Current assets:
<S> <C> <C> <C> <C> <C>
Cash on hand and in banks....................... 11,284,545 37,383 32,940,264 109,124
Accounts receivable, less allowance for doubtful
accounts of GRD 722,124 in 1998 and GRD
724,624 in 1999............................. 15,632,031 51,786 17,647,372 58,462
Due from related parties........................ 3 3,151,408 10,440 3,652,405 12,100
Programming costs, net.......................... 4 11,795,427 39,076 12,936,900 42,857
Advances to related parties..................... 3 388,344 1,287 720,313 2,386
Advances to third parties....................... 548,312 1,816 748,234 2,479
Prepaid expenses................................ 42,738 142 23,979 79
Other current assets............................ 87,059 288 6,974 23
Unamortized premium............................. 5 1,224,719 4,057 370,135 1,226
Income and withholding tax advances............. 550,948 1,825 595,732 1,974
---------- ----------- ---------- ---------
Total current assets................................ 44,705,531 148,100 69,642,308 230,710
Property and equipment, net............................. 1,521,905 5,042 1,471,771 4,876
Broadcast and transmission equipment under capital leases,
net................................................. 686,389 2,274 652,372 2,161
Deferred charges, net................................... 1 1,959,622 6,492 1,847,130 6,119
Programming costs, excluding current portion............ 4 7,087,570 23,480 6,234,159 20,652
Other receivable less allowance for doubtful accounts and
fair value of GRD 440,000 in 1998 and 450,000 in
1999................................................ 329,498 1,091 313,998 1,040
Due from related party.................................. 3 2,021,798 6,698 2,099,755 6,956
Advances to related parties............................. 3 120,979 401 120,979 401
Deferred tax assets..................................... 5 345,573 1,145 345,573 1,145
Other assets............................................ 100,590 333 190,362 631
---------- ----------- ---------- ---------
Total assets........................................ 58,879,455 195,056 82,918,407 274,691
========== =========== ========== =========
</TABLE>
Exchange rate used for the convenience translation of the December 31, 1998 and
March 31, 1999 balances is GRD 301.86 to $1.00.
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
ANTENNA TV S.A.
CONDENSED BALANCE SHEETS
As of December 31, 1998 and March 31, 1999
(In thousands of drachmae and U.S. dollars, except share data)
<TABLE>
<CAPTION>
Unaudited
December 31, March 31,
---------------------- --------------------
Notes 1998 1998 1999 1999
------- ---------- ----------- ---------- ---------
(GRD) ($) (GRD) ($)
LIABILITIES AND SHAREHOLDERS' EQUITY
- --------------------------------------------------------
Current liabilities:
<S> <C> <C> <C> <C> <C>
Current portion of obligations under capital leases. 65,695 218 62,460 207
Trade accounts, notes and cheques payable........... 3,996,882 13,241 3,585,862 11,879
Program license payable............................. 2,607,320 8,637 2,637,528 8,738
Customer advances................................... 251,949 835 70,006 232
Accrued interest.................................... 1,246,685 4,130 499,377 1,654
Accrued expenses and other current liabilities...... 8,784,998 29,103 6,080,430 20,143
Deferred tax liability.............................. 5 1,165,531 3,861 1,754,226 5,811
Current portion of other long-term liability........ 854,719 2,832 879,249 2,913
---------- ----------- ---------- ---------
Total current liabilities............................... 18,973,779 62,857 15,569,138 51,577
---------- ----------- ---------- ---------
Long-term liabilities:
Long-term debt...................................... 6 32,545,000 107,815 33,855,469 112,156
Long-term obligations under capital leases.......... 55,128 183 40,489 134
Other long-term liability........................... 1,407,774 4,664 1,313,244 4,351
Employee retirement benefits........................ 351,940 1,166 360,391 1,194
Long-term provisions................................ 175,831 582 194,126 643
---------- ----------- ---------- ---------
Total liabilities....................................... 53,509,452 177,267 51,332,857 170,055
---------- ----------- ---------- ---------
Shareholders' equity:
Share capital (16,769,440 common shares authorized
and issued as of December 31, 1998 and 19,849,440
common shares authorized and issued as of March 31,
1999, GRD 100 par value).......................... 7 1,676,944 5,555 1,984,944 6,576
Additional paid-in capital.......................... 7 3,752,500 12,431 28,800,839 95,411
Accumulated (deficit) retained earnings............. (59,441) (197) 799,767 2,649
---------- ----------- ---------- ---------
Total shareholders' equity.............................. 5,370,003 17,789 31,585,550 104,636
---------- ----------- ---------- ---------
Commitments and contingencies
Total liabilities and shareholders' equity........ 58,879,455 195,056 82,918,407 274,691
========== =========== ========== =========
</TABLE>
Exchange rate used for the convenience translation of the December 31, 1998 and
March 31, 1999 balances is GRD 301.86 to $1.00.
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
ANTENNA TV S.A.
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
For the three months ended March 31, 1999
(In thousands of drachmae)
<TABLE>
<CAPTION>
Accumulated (Deficit) Retained
Earnings
------------------------------------
Legal, Tax Accumulated
Additional Free and (Deficit)
Share Paid-in Other Retained
Capital Capital Reserves Earnings Total Grand Total
------------ ------------ ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998................ 1,676,944 3,752,500 2,624,187 (2,683,628) (59,441) 5,370,003
Issuance of 3,080,000 common shares 308,000 25,048,339 -- -- -- 25,356,339
Net income for the three months
(unaudited)........................... -- -- -- 859,208 859,208 859,208
------------ ------------ ----------- ------------- ---------- -------------
Balance, March 31, 1999 (unaudited)....... 1,984,944 28,800,839 2,624,187 (1,824,420) 799,767 31,585,550
------------ ------------ ----------- ------------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
ANTENNA TV S.A.
CONDENSED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1998 and 1999
(In thousands of drachmae and U.S. dollars)
<TABLE>
<CAPTION>
Unaudited Three Months Ended March 31,
--------------------------------------------
1998 1999
--------------- ---------------------------
(GRD) (GRD) ($)
Cash flows from operating activities
<S> <C> <C> <C>
Net (loss) income.......................................... (2,980,857) 859,208 2,846
Adjustments to reconcile net income to net cash
Deferred income taxes.................................... 241,880 588,695 1,950
Amortization of write-off of debt issuance expenses...... 54,425 112,492 373
Amortization of premium on foreign exchange contract and
loss on option........................................ -- 854,584 2,831
Depreciation of property and equipment and capital leases
and amortization of programming costs................. 3,287,915 3,283,639 10,878
Provision for other long-term obligations................ 14,000 18,295 61
Provision for employee retirement benefits............... -- 8,450 28
Change in current assets and liabilities
(Increase) in accounts and other receivable.......... (908,702) (1,999,841) (6,625)
(Increase) in due from related parties............... (653,484) (910,923) (3,018)
(Increase) in programming costs...................... (4,692,195) (3,360,720) (11,133)
(Increase) in prepaid and licensed programming
expenditures....................................... (861,900) (65,011) (215)
Increase (decrease) in trade accounts, notes and
cheques payable.................................... 803,874 (411,020) (1,362)
Increase (decrease) in licensed program payable...... 567,417 30,208 100
(Decrease) in accrued expenses, interest and other
liabilities........................................ (151,256) (3,521,876) (11,667)
Other, net........................................... (1,182) (417,577) (1,383)
--------------- ------------- ------------
Total adjustments............................... (2,299,208) (5,790,605) (19,182)
--------------- ------------- ------------
Net cash (used) in operating activities....................... (5,280,065) (4,931,397) (16,336)
--------------- ------------- ------------
Cash flows from investing activities
Purchase of fixed assets................................... (37,874) (61,819) (205)
--------------- ------------- ------------
Net cash (used) in investing activities....................... (37,874) (61,819) (205)
--------------- ------------- ------------
Cash flows from financing activities
Debt issuance costs of Senior Notes........................ (18,204) -- --
Issuance of Common Shares.................................. -- 25,356,339 84,000
Repurchase of Senior Notes................................. -- (1,185,994) (3,929)
Repayments of capital lease obligations.................... (27,026) (17,874) (59)
--------------- ------------- ------------
Net cash (used in) provided by financing activities........... (45,230) 24,152,471 80,012
--------------- ------------- ------------
Effect of exchange rate changes on cash....................... 4,289,615 2,496,463 8,270
(Decrease) increase in cash................................... (1,073,554) 21,655,719 71,741
Cash at beginning of year..................................... 11,533,274 11,284,545 37,383
--------------- ------------- ------------
Cash at end of year........................................... 10,459,720 32,940,264 109,124
=============== ============= ============
Supplemental disclosure of cash flow information:
Cash paid for interest..................................... 1,413,070 1,463,763 4,849
Cash paid for income taxes................................. -- -- --
</TABLE>
Exchange rate used for the convenience translation of the March 31, 1999
balances is GRD 301.86 to $1.00.
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
ANTENNA TV S.A.
NOTES TO THE FINANCIAL STATEMENTS
(In thousands, except share data and where otherwise indicated)
1. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements and related notes at March 31, 1999 and for the
three months ended March 31, 1998 and 1999 are unaudited and prepared in
conformity with the accounting principles applied in the Company's 1998 Annual
Report on Form 20-F for the year ended December 31, 1998. In the opinion of
management, such interim financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the results for such periods. The results of operations for the three months
ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year or any other interim period.
Deferred Charges
The expenses incurred in connection with the issuance and distribution of
the Company's 9% Senior Notes due 2007 (the "Senior Notes"), issued on August
12, 1997, were capitalized and are being amortized over the term of the Senior
Notes. Amortization for the three months ended March 31, 1998 and 1999 totaled
GRD 54,425 and 56,683, respectively, and is included in interest expense in the
accompanying unaudited statements of operations for the three months ended March
31, 1998 and 1999.
Foreign Exchange Contracts
Antenna enters into foreign exchange contracts to manage its exposure to
foreign currency exchange and interest rate risks. Financial instruments are
recorded on the balance sheet at their fair values unless they meet, for
accounting purposes, certain 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 currency commitment
and (ii) the foreign currency commitment is firm. Gains and losses on foreign
exchange contracts meeting these hedging 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 522 million was recognized for the three months ended March 31,
1999, with the remaining amount of GRD 261 million 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 offset by corresponding losses or gains on the forward contract's
notional amount.
6
<PAGE>
Option
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 on the balance sheet at
its fair market value and will be marked to market each accounting period with
the resulting gain or loss being reflected in the statement of operations. The
mark to market adjustment of the option for the three months ended March 31,
1999 was GRD 332,584 and is included in the statement of operations.
2. Translations of Drachmae into U.S. 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 March 31, 1999, which was GRD
301.86 to $1.00. The convenience translations 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.
3. Due from 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, Unaudited
1998 March 31, 1999
---------------------- ----------------------
<S> <C> <C>
Accounts Receivable
Current:
Antenna Satellite TV (USA) Inc. ............. 1,633,511 1,973,771
Audiotex S.A. ............................... 75,458 145,115
Epikinonia EPE............................... 48,203 153,655
Antenna TV Ltd. (Cyprus)..................... 686,901 525,080
Pacific Broadcast Distribution Ltd........... 666,896 816,845
Catalogue Auctions Hellas S.A. 40,439 37,939
---------------------- ----------------------
3,151,408 3,652,405
====================== ======================
Long-term:
Antenna Satellite TV (USA) Inc. ............. 2,438,156 2,533,613
Less: allowance for fair value............... (416,358) (433,858)
---------------------- ----------------------
2,021,798 2,099,755
====================== ======================
Advances
Current:
Antenna R.T. Enterprises S.A. ............... 246,634 574,303
Catalogue Auctions Hellas S.A. .............. 141,710 146,010
---------------------- ----------------------
388,344 720,313
====================== ======================
Long-term:
Antenna TV Ltd. (Cyprus)..................... 120,979 120,979
====================== ======================
</TABLE>
7
<PAGE>
A summary of transactions with related companies are analyzed as follows:
<TABLE>
<CAPTION>
Revenue
from related parties
--------------------------------
Three Months Three Months
Ended Ended
March 31, March 31,
1998 1999
--------------- ----------------
<S> <C> <C>
Epikinonia EPE (Production facilities and technical and
administrative services).......................... 62,876 97,665
Antenna Satellite TV (USA) Inc. (License fees).......... 264,000 245,456
Antenna TV Ltd. (Cyprus) (Royalties).................... 84,340 72,921
Audiotex S.A. (Commissions and other)................... 76,751 137,845
Pacific Broadcast Distribution Ltd. (License fees)...... 143,479 136,062
Antenna R.T. Enterprises S.A. (Other)................... 47,010 1,401
--------------- ----------------
678,456 691,350
=============== ================
</TABLE>
4. Programming Costs
The following table sets forth the components of the programming costs,
net of amortization:
<TABLE>
<CAPTION>
December 31, Unaudited
1998 March 31, 1999
----------------------- -----------------------
<S> <C> <C>
Produced programming.............................. 11,448,729 12,172,745
Purchased sports rights........................... 3,233,640 2,732,675
Licensed program rights........................... 1,875,691 1,763,109
Prepaid license program rights.................... 1,546,851 1,605,152
Prepaid produced programs......................... 778,086 897,278
----------------------- -----------------------
18,882,997 19,171,059
Less: current portion............................. (11,795,427) (12,936,900)
----------------------- -----------------------
7,087,570 6,234,159
======================= =======================
</TABLE>
8
<PAGE>
5. Deferred Income Taxes
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 as at December 31, 1998 and
March 31, 1999 are summarized below (the tax rate in effect at December 31, 1998
and March 31, 1999 was 40%):
<TABLE>
<CAPTION>
December 31, March 31,
1998 1999
----------------------- -----------------------
<S> <C> <C>
Deferred tax liabilities
Programming costs.............................. 1,864,894 1,890,117
Premium unamortized............................ 176,688 148,054
Reserves....................................... 430,348 430,348
Reserves taxed in a special way................ 233,826 233,826
Deferred charges............................... 231,015 231,364
Leased assets.................................. 274,335 260,949
Deferred interest on finance leases............ 5,936 5,239
Customer advances.............................. 502,700 571,588
Accrued expenses and other liabilities......... 52,860 --
----------------------- -----------------------
Gross deferred tax liabilities.................... 3,772,602 3,771,485
----------------------- -----------------------
Deferred tax assets
Property and equipment......................... 32,718 32,718
Long-term lease liability...................... 22,051 16,196
Short-term lease liability..................... 26,278 24,984
Long-term receivables.......................... 1,176,140 1,181,140
Deferred revenue .............................. 6,825 6,212
Accounts receivable............................ 182,988 183,988
Employee retirement benefits................... 140,776 144,156
Other assets................................... 390,537 508,274
Other provisions............................... 195,531 229,396
Accrued expenses............................... 1,528,800 785,768
----------------------- -----------------------
Gross deferred tax assets......................... 3,702,644 3,112,832
----------------------- -----------------------
Less: valuation allowance......................... (750,000) (750,000)
----------------------- -----------------------
Net deferred tax (liability)...................... (819,958) (1,408,653)
======================= =======================
</TABLE>
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. The Company's
management believes that it is more likely than not that the results of future
operations will generate sufficient taxable income to realize the deferred tax
assets.
The classification of deferred income taxes in the accompanying balance
sheets is as follows:
<TABLE>
<CAPTION>
December 31, Unaudited
1998 March 31, 1999
----------------------- -----------------------
<S> <C> <C>
Net current deferred tax assets (liabilities)..... (1,165,531) (1,754,226)
----------------------- -----------------------
Net non-current deferred tax assets............... 345,573 345,573
----------------------- -----------------------
</TABLE>
The provision for income taxes reflected in the accompanying statements of
operation is analyzed as follows:
9
<PAGE>
<TABLE>
<CAPTION>
Unaudited Three Months
Ended March 31,
------------------------------------------------
1998 1999
----------------------- -----------------------
<S> <C> <C>
Current................................................ 12,449 27,314
Deferred income taxes.................................. 241,930 588,695
Provision income taxes................................. 254,379 616,009
======================= =======================
</TABLE>
The reconciliation of the provision for income taxes to the amount
determined by the application of the Greek statutory tax rate of 40% in 1998 and
1999 to pre-tax income is summarized as follows:
<TABLE>
<CAPTION>
Unaudited Three Months
Ended March 31,
------------------------------------------------
1998 1999
----------------------- -----------------------
<S> <C> <C>
Tax (benefit) provision at statutory rate.............. (1,090,591) 590,087
Effect of change in tax rate........................... (96,507) --
Interest income........................................ (29,446) (39,357)
Disallowed prior period expenses....................... 18,924 15,279
Non-deductible general expenses........................ 52,114 50,000
Change in valuation allowance.......................... 1,399,885 --
----------------------- -----------------------
254,379 616,009
======================= =======================
</TABLE>
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, meals and entertainment expenses.
In Greece, amounts reported to the tax authorities are provisional until
such time as the books and records of the entity are inspected by the tax
authorities. Greek tax laws and related regulations are subject to
interpretation by the tax authorities. The Company has been audited by the tax
authorities up to 1992. Management 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, but management 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 value and tax basis of assets and liabilities. Significant components of
the Company's deferred tax liabilities and assets are analyzed above.
10
<PAGE>
6. Long-term Loans
Long-term debt consists of:
<TABLE>
<CAPTION>
Unaudited
December 31, March 31,
1998 1999
------------- -------------
<S> <C> <C>
Senior Notes due 2007 issued on August 12, 1997. Interest on 32,545,000 33,855,469
the 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. 32,545,000 33,855,469
Less: Current portion -- --
------------- -------------
32,545,000 33,855,469
------------- -------------
</TABLE>
Interest expense relating to the Senior Notes for the three months ended
March 31, 1998 and 1999 totaled GRD 803,290 and 772,380, respectively, and is
included in interest expense in the accompanying statements of operations.
On March 19, 1999 and March 25, 1999, the Company repurchased 446,837
($1,500) and GRD 739,157 ($2,430), respectively, of the Senior Notes, with
accrued interest of GRD 16,823 ($55) to the date of repurchase. The early
extinguishment of the Senior Notes resulted in a charge of GRD 18,919 consisting
of the following:
Discount on prepayment of Senior Notes......................... 36,890
Write-off of related unamortized debt issuance costs........... (55,809)
-----------------
(18,919)
=================
The indebtedness evidenced by the Senior Notes constitutes a general
unsecured senior obligation of the Company and ranks pari passu in right of
payment with all other senior indebtedness and senior in right of payment to all
subordinated indebtedness of the Company. The indenture with respect to the
Senior Notes contains certain covenants and restrictions that, among other
things, limit the type and amount of additional indebtedness that may be
incurred by the Company and impose certain limitations on investments, loans and
advances, sales or transfers of assets, dividends and other payments, the
ability of the Company to enter into sale-leaseback transactions, certain
transactions with affiliates and certain mergers. The Company is currently in
compliance with the terms of the Indenture at March 31, 1999.
7. Share Capital
On March 12, 1999, the Company completed the issuance of 3,080,000 of its
common shares through an initial public offering, resulting in net proceeds to
the Company of GRD 25,356,339. The Company's share capital increased by GRD
308,000 and the excess par value amounted to GRD 25,048,339, which has been
recorded as additional paid in capital.
11
<PAGE>
8. Foreign Exchange (losses) gains
Foreign exchange (losses) gains included in the statements of operations
are analyzed as follows:
<TABLE>
<CAPTION>
Unaudited Three Months
Ended March 31,
------------------ ------------------
1998 1999
------------------ ------------------
<S> <C> <C>
Amortization of the premium on foreign exchange contract -- (522,000)
Mark to market adjustment on option.................... -- (332,584)
Foreign exchange loss on Senior Notes (U.S.$).......... (4,289,615) (2,448,393)
Foreign exchange gain on cash, receivables and payables
denominated in foreign currencies (U.S.$)............ 1,264,695 1,351,873
Foreign exchange gain on forward contract representing
difference between balance sheet rate and forward
rate (U.S.$)......................................... -- 2,065,644
------------------ ------------------
(3,024,920) 114,540
------------------ ------------------
</TABLE>
9. Other income (expense)
Other income (expense) for the three months ended March 31, 1999 includes
start-up costs of GRD 257,000 associated with the Company's investment in the
direct to home business (DTH) and a charge of GRD 18,919 (see Note 6 above)
relating to the early extinguishment of the Senior Notes.
10. Subsequent Events
On May 6, 1999, the Company will close the acquisition of the following
interests: a 51% interest in Audiotex S.A., a company that generates revenue
from the sale of audiotext (for a purchase price of $7.25 million); a 99.97%
interest in Antenna R.T. Enterprises, which owns Antenna FM (97.1 FM), a
combination news/talk and music radio station serving the greater Athens area
(for a purchase price of $16.25 million plus the assumption of approximately
$5.2 million of indebtedness); a 100% interest in Antenna Spoudastiki Ltd.,
which operates a training center for journalists and other media personnel (for
a purchase price of approximately $6.0 million); and a 100% interest in Pacific
Broadcast Distribution Ltd., which rebroadcasts the Company's programming in
Australia through a joint venture (for a purchase price of $3.5 million). Each
of the companies whose interests were acquired was previously affiliated with or
controlled by members of the family of Mr. Minos Kyriakou, the Company's
Chairman and Chief Executive Officer (see Note 3 above).
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended March 31, 1999 (unaudited)
Compared to Three Months Ended March 31, 1998 (unaudited)
Total net revenue increased GRD 1,226 million ($4.1 million), or 18.2%,
from GRD 6,735 million ($22.3 million) in the three months ended March 31, 1998
to GRD 7,961 million ($26.4 million) in the three months ended March 31, 1999.
This increase was attributable primarily to an increase in advertising revenue.
Advertising revenue, which comprised 90.6% of total net revenues for the three
months ended March 31, 1999, increased GRD 1,203 million ($4.0 million), or
20.0%, from GRD 6,007 million ($19.9 million) in the three months ended March
31, 1998 to GRD 7,210 million ($23.9 million) in the three months ended March
31, 1999, primarily reflecting increases in volume, which in turn reflected
higher ratings.
Related party revenue increased GRD 13 million ($0.1 million), or 1.9%,
from GRD 678 million ($2.2 million) to GRD 691 million ($2.3 million), which
increase was attributable principally to an increase in revenue from Audiotex
and Epikinonia EPE (reflecting an increased use of infomercials by advertisers),
offset by decreases in revenue from Antenna R.T. Enterprises (which operates
Antenna FM), Antenna Cyprus and sales of programming abroad (due to lower
exchange rates).
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 10 million ($0.03 million) from GRD 50 million
($0.17 million) in the three months ended March 31, 1998 to GRD 60 million ($0.2
million) in the three months ended March 31, 1999, principally as a result of
increased revenues from Antenna's branded credit card, partially offset by lower
revenues from distribution agreements and infomercials.
Cost of sales increased GRD 46 million ($0.2 million), or 4.0%, from
GRD 1,148 million ($3.8 million) in the three months ended March 31, 1998 to GRD
1,194 million ($4.0 million) in the three months ended March 31, 1999. This
increase was attributable primarily to an increase in costs associated with the
acquisition of foreign programming, partially offset by a decrease in costs
associated with the production of news and the acquisition of Greek features.
Selling, general and administrative expenses ("SG&A") decreased GRD 87
million ($0.3 million), or 6.8%, from GRD 1,282 million ($4.3 million) in the
three months ended March 31, 1998 to GRD 1,195 million ($4.0 million) in the
three months ended March 31, 1999. This decrease was attributable principally to
lower provisions for accounts receivable and lower advertising,
telecommunications, transportation and sales promotion expenses, partially
offset by an increase in market research expenses.
Amortization of programming costs decreased GRD 26 million ($0.1
million), or 0.8%, from GRD 3,164 million ($10.5 million) in the three months
ended March 31, 1998 to GRD 3,138 million ($10.4 million) in the three months
ended March 31, 1999.
13
<PAGE>
Depreciation increased GRD 22 million ($0.1 million) from GRD 124
million ($0.4 million) in the three months ended March 31, 1998 to GRD 146
million ($0.5 million) in the three months ended March 31, 1999.
Operating income increased GRD 1,272 million ($4.2 million), or 125.2%,
from GRD 1,016 million ($3.4 million) in the three months ended March 31, 1998
to 2,289 million ($7.6 million) in the three months ended March 31, 1999,
principally reflecting an increase in total net revenue during the period,
partially offset by a slight increase in cost of sales.
Interest expense, net decreased GRD 94 million ($0.3 million), or
12.9%, from GRD 727 million ($2.4 million) in the three months ended March 31,
1998 to GRD 633 million ($2.1 million) in the three months ended March 31, 1999,
reflecting a decrease in gross interest expense principally attributable to an
increase in interest income as a result of higher cash balances outstanding
during the three months ended March 31, 1999 and, to a lesser extent, the
repurchase of a portion of the outstanding Senior Notes. See "--Liquidity and
Capital Resources."
Foreign exchange gains, net increased by GRD 3,140 million ($10.4
million) from a loss of GRD 3,025 million ($10.0 million) to a gain of GRD 115
million ($0.4 million), reflecting gains from the Company's U.S. dollar cash
holdings, receivables/payables and the forward contract which offset losses
resulting from exposure on the Senior Notes.
Provision for income taxes increased GRD 362 million ($1.2 million)
from GRD 254 million ($0.8 million) in the three months ended March 31, 1998 to
GRD 616 million ($2.0 million) in the three months ended March 31, 1999,
principally as a result of increased pre-tax profits.
Net income increased GRD 3,840 million ($12.7 million) from a loss of
GRD 2,981 million ($9.9 million) in the three months ended March 31, 1998 to net
income of GRD 859 million ($2.8 million) in the three months ended March 31,
1999.
Liquidity and Capital Resources
The Company funds its operations, expenditures for programming, working
capital requirements and capital expenditures principally through a combination
of cash flow from operations and equity contributions. As of March 31, 1999, the
Company had approximately GRD 33,896 million ($112.3 million) of total debt
(long-term indebtedness and long-term obligations under capital leases). In
March 1999, the Company completed the initial public offering (the "IPO") of
7,700,000 American Depositary Shares ("ADSs"), representing 3,850,000 shares of
its capital stock, nominal value GRD 100 per share. Of the 7,700,000 ADSs sold,
6,160,000 were sold by the Company for net proceeds of $86.5 million and
1,540,000 were sold by a selling shareholder for net proceeds of $14.4 million.
On March 19, 1999 and March 25, 1999, the Company used a portion of the net
proceeds received by it from the IPO to repurchase GRD 446,837 million ($1.5
million) and GRD 739,157 million ($2.4 million), respectively, of its
outstanding Senior Notes. See Note 6 of Notes to Financial Statements.
The Company's principal use of funds are expenditures for programming,
which expenditures totaled GRD 5,554 million ($18.4 million) in the three months
ended March 31, 1998 and GRD 3,426 million ($11.4 million) in the three months
ended March 31, 1999.
Operating Activities. Net cash used in operating activities was GRD
5,280 million ($17.5 million) in the three months ended March 31, 1998 compared
to GRD 4,931 million ($16.3 million) in the three months ended March 31, 1999.
Investing Activities. Net cash used in investing activities was GRD 38
million ($0.1 million) in the three months ended March 31, 1998 and GRD 62
million ($0.2 million) in the three months ended March 31, 1999, reflecting
increased purchases of fixed assets such as technical and office equipment.
14
<PAGE>
Financing Activities. Net cash used in financing activities was GRD 45
million ($0.2 million) in the three months ended March 31, 1998 compared to net
cash provided by financing activities of GRD 24,152 million ($80.0 million) in
the three months ended March 31, 1999. The increase in funds from financing
activities in 1999 principally reflects the proceeds of GRD 25,356 million
($84.0 million) from the IPO, offset by the early repurchase of a portion of the
Senior Notes.
Distributable Reserves. The Company had distributable reserves in its
Greek statutory accounts of approximately GRD 621 million ($2.1 million). The
Company does not 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 with respect to the Senior Notes.
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 70 million ($0.2
million) was paid during the three month period ended March 31, 1999.
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
Company believes that hardware related to its computer network is now 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 mid-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-June 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
15
<PAGE>
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.
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.
16
<PAGE>
ITEM 3. 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 459 million ($1.5 million), or 5.8%, of total net revenue in
the three month period ended March 31, 1999. The Company's non-drachma
denominated operating costs, principally foreign-produced programming invoiced
in U.S. dollars, accounted for 5.5% of total net revenue in the three month
period ended March 31, 1999. Non-drachma denominated indebtedness (primarily
U.S. dollars) totaled GRD 33,896 million ($112.3 million), or 100%, of total
indebtedness, at March 31, 1999. Gains and losses resulting from exchange rate
fluctuations are reflected in the statements of operations.
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. 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-
17
<PAGE>
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 ($6.9 million), is
being amortized over the term of the contract (May 1999). Of this amount, GRD
522 million ($1.7 million) was recognized in the three month period ended March
31, 1999, with the balance to be recognized over the life of the contract (the
second quarter 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.
At March 31, 1999, the following contracts to buy and sell currencies
(maturing within one year) were outstanding:
Mark to
Currency Buy Sell Market Value
---------------------------------------- ------ ------------- ------------
(GRD) (GRD)
(in millions)
Forward contract ($87 million).......... 29,058 -- 131
The Company also purchased for GRD 695 million ($2.3 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 first quarter of 1999, GRD 333 million
($1.1 million) was recorded as part of the foreign exchange loss in the
statement of operations. The remaining amount paid will be recognized in the
statement of operations over the remaining life of the option (the second
quarter of 1999).
The following table sets forth the principal, cash flows and related
weighted average interest rates by expected maturity date of indebtedness of the
Company that may be sensitive to foreign currency exchange rate fluctuations:
Financial Instrument Maturity (2007) Fair Value
---------------------------------------- --------------- ----------------
(GRD) ($) (GRD) ($)
(in millions)
Senior Notes ($115 million)............. 33,855 111.1 29,311 97.1
Average interest rate................... 9.8% --
18
<PAGE>
The average interest rate represents the stated interest rate of 9%
plus amortization of deferred issuance costs.
Interest Rate Risk Management
The Company manages interest rate risk by financing non-current assets
and a portion of current assets with equity, long-term liabilities and long-term
debt with fixed interest rates.
The following table sets forth the principal, cash flows and related
weighted average interest rates by expected maturity date of indebtedness of the
Company that may be sensitive to interest rate fluctuations:
Financial Instrument Maturity (2007) Fair Value
---------------------------------------- --------------- ----------------
(GRD) ($) (GRD) ($)
(in millions)
Senior Notes ($115 million)............. 33,855 111.1 29,311 97.1
Average interest rate................... 9.8% --
The average interest rate represents the stated interest rate of 9% plus
amortization of deferred issuance costs.
19
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(d) Use of Proceeds from Registered Securities
The Company's Registration Statement on Form F-1 (Registration No.
333-72247) with respect to the IPO became effective on March 3, 1999. The sale
of the ADSs in the IPO commenced on March 3, 1999, and closed on March 9, 1999.
See "Management's Discussion and Analysis of Financial Conditions and Results of
Operations -- Liquidity and Capital Resources."
On March 19, 1999 and March 25, 1999, the Company used a portion of the
net proceeds received by it from the IPO to repurchase GRD 446,837 million ($1.5
million) and GRD 739,157 million ($2.4 million), respectively, of its
outstanding Senior Notes. See Note 6 of Notes to Financial Statements.
ITEM 5. OTHER INFORMATION
(a) 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 Quarterly 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 Quarterly
Report and in the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 1998. 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 and government regulations applicable to the
Company or the interpretation or enforcement thereof. These and other factors
are discussed herein under "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Quarterly
Report.
20
<PAGE>
(b) Subsequent Events
On May 6, 1999, the Company will close the acquisition of the following
interests: a 51% interest in Audiotex S.A., a company that generates revenue
from the sale of audiotext (for a purchase price of $7.25 million); a 99.97%
interest in Antenna R.T. Enterprises, which owns Antenna FM (97.1 FM), a
combination news/talk and music radio station serving the greater Athens area
(for a purchase price of $16.25 million plus the assumption of approximately
$5.2 million of indebtedness); a 100% interest in Antenna Spoudastiki Ltd.,
which operates a training center for journalists and other media personnel (for
a purchase price of approximately $6.0 million); and a 100% interest in Pacific
Broadcast Distribution Ltd., which rebroadcasts the Company's programming in
Australia through a joint venture (for a purchase price of $3.5 million). Each
of the companies whose interests were acquired was previously affiliated with or
controlled by members of the family of Mr. Minos Kyriakou, the Company's
Chairman and Chief Executive Officer. See Note 3 of Notes to Financial
Statements.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANTENNA TV S.A.
(Registrant)
By: /s/ Nikolaos Angelopoulos
-------------------------
Name: Nikolaos Angelopoulos
Title: Chief Financial Officer
Dated: May 5, 1999
22
