As filed with the Securities and Exchange Commission on March 30, 2000
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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, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 000-25471
ANTENNA TV AN[OMEGA]NYMO[SIGMA] 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
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
Shares of capital stock, nominal value GRD 100 per share
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Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
None
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Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of March 30, 2000.
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]
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<PAGE>
Table of Contents
Page
----
PART I .....................................................................4
Item 1. DESCRIPTION OF BUSINESS....................................4
Item 2. DESCRIPTION OF PROPERTY...................................25
Item 3. LEGAL PROCEEDINGS.........................................25
Item 4. CONTROL OF REGISTRANT.....................................25
Item 5. NATURE OF TRADING MARKET..................................26
Item 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
SECURITY HOLDERS........................................26
Item 7. TAXATION..................................................27
Item 8. SELECTED FINANCIAL DATA...................................38
Item 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.....................39
Item 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.............................................50
Item 10. DIRECTORS AND OFFICERS OF REGISTRANT......................52
Item 11. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS..........55
Item 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES............................................55
Item 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS............55
PART II ....................................................................58
Item 14. DESCRIPTION OF SECURITIES TO BE REGISTERED................58
PART III ....................................................................58
Item 15. DEFAULTS UPON SENIOR SECURITIES...........................58
Item 16. CHANGES IN SECURITIES, CHANGES IN SECURITY FOR
REGISTERED SECURITIES AND USE OF PROCEEDS...............58
PART IV ....................................................................60
Item 17. CONSOLIDATED FINANCIAL STATEMENTS.........................60
Item 18. CONSOLIDATED FINANCIAL STATEMENTS.........................60
Item 19. CONSOLIDATED FINANCIAL STATEMENTS AND EXHIBITS............61
SIGNATURES..................................................................S-1
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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 its subsidiaries 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 U.S. 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, 1999, of $1.00 = GRD 327.90 (0.003
cents per drachma). On March 27, 2000 the Noon Buying Rate was $1.00 = GRD
346.50 (0.003 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 1995 to the present, see "Item 8. Selected Financial
Data--Exchange Rates."
The Company's financial statements have been prepared in accordance
with United States 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 9, 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.
In May 1999, the Company utilized a portion of the net proceeds
received by it from the Offering to complete the acquisition of interests in
Antenna R.T. Enterprises ("Antenna Radio"), Antenna Spoudastiki Ltd. ("Antenna
Spoudastiki"), Pacific Broadcast Distribution Ltd. ("Pacific Broadcast") and
Audiotex S.A. ("Audiotex") See Note 2 of Notes to Consolidated Financial
Statements. These business combinations were among companies under common
control and have been 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 for accounting purposes.
In October 1999, the Company acquired a 51% interest in Daphne
Communications, S.A. ("Daphne"), a Greek publishing company, for total
consideration of approximately GRD 1.2 billion ($3.7 million). Consideration for
the acquisition is payable in the form of advertising airtime on Antenna's
television and radio networks.
<PAGE>
On February 7, 2000, Antenna TV acquired the 49% interest in Audiotex
from Legion International S.A., a Lagardere Group company ("Legion
International"), that it did not already own for total consideration of GRD 55
million and an increase of the annual royalty fees to Legion International from
7.5% to 12.0% of Audiotex's annual revenue for 10 years. Based on the 1999 net
revenues of Audiotex, the royalty fee paid to Legion International computed at
7.5% of net revenues was GRD 64.1 million ($ 0.2 million). If computed at 12.0%
of net revenues, the royalty payment would have been GRD 102.6 million ($ 0.3
million).
On February 24, 2000, the Company advanced GRD 3 billion ($ 9.2
million) in exchange for the right to acquire a controlling interest in
Macedonia TV, one of the six Greek commercial TV broadcasters with a nationwide
license. This right gives Antenna the ability to acquire a 51% interest in
Macedonia TV from its three shareholders for a total consideration equal to the
advance payment. The Company may acquire this interest within the next three
years, but may only do so if and when Greek law permits a broadcaster and/or its
shareholders to own or control two licensed free to air television broadcast
companies. If the interest is not acquired, Antenna will be refunded all amounts
paid and will be granted a right of first refusal over any future transfers of
the 51% interest.
On March 2, 2000, the Company entered into an agreement with MEAGA SA
("MEAGA"), a Greek company which is listed on the Athens Stock Exchange, to
acquire approximately 70% of MEAGA, subject to the completion of due diligence
by Antenna and receipt of regulatory approvals and consents. In connection with
this transaction, MEAGA will sell its existing businesses to third-party
purchasers and the proceeds will be applied to repay all outstanding
indebtedness of MEAGA. As a result, just prior to the acquisition, MEAGA will
have no assets or liabilities. In exchange for its interest in MEAGA, Antenna
will transfer 51% stakes in four of its subsidiaries, Antenna Radio, Antenna
Spoudastaki, Audiotex and Daphne, to MEAGA. Following the completion of the
acquisition, the assets and liabilities of MEAGA will be comprised of the
historical book values of the businesses contributed by Antenna. The
consolidated financial statements of Antenna TV will reflect a charge to
recognize the cost of the disposition of the interest transferred to the
minority shareholders and a corresponding recognition of a minority interest in
the consolidated balance sheet.
2
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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 on Form 20- F. 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 on Form 20-F. 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 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.
3
<PAGE>
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 1999, approximately 70% of Antenna's weekly, prime time programming (9:00
p.m.-11:00 p.m.) and approximately 78.3% 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 United States
studios and programming distributors.
4
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The following table sets forth a breakdown of Antenna's own programming
and of acquired programming for 1998 and 1999 aired between 7:00 a.m. and 1:00
a.m.:
Own Programming:
<TABLE>
<CAPTION>
1998 1999
-------------------- --------------------
Yearly Yearly
Hours Hours
Type of Program Broadcast Percentage Broadcast Percentage
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
News.......................................................... 748 14.2% 821 15.9%
Talk shows and current affairs 1,155 21.9 926 18.0
Greek prime time dramas, situation comedies and soap operas... 926 17.6 1,126 21.9
Sports programs and live sporting events...................... 190 3.6 95 1.8
Variety shows................................................. 645 12.2 797 15.5
Game shows.................................................... 149 2.8 117 2.3
Other......................................................... 257 4.8 151 2.9
--------- ---------- --------- ----------
Total own programming................................ 4,070 77.1% 4,033 78.3%
--------- ---------- --------- ----------
Acquired Programming:
Type of Program
Foreign series................................................ 326 6.2% 426 8.3%
Children's programming........................................ 370 7.0 293 5.7
Foreign movies................................................ 193 3.7 122 2.4
Greek movies.................................................. 317 6.0 274 5.3
--------- ---------- --------- ----------
Total acquired programming........................... 1,206 22.9% 1,115 21.7%
--------- ---------- --------- ----------
Total.................................. 5,276 100.0% 5,148 100.0%
========= ========== ========= ==========
</TABLE>
During the past few years, the Company has invested significantly in
the development of its programming library. The programming library represents
approximately 36,491 hours of own programming and 4,695 hours 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, 1999, 46% 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 1999, 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.
5
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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 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.
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 in-depth 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 twelve 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, 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, APTN 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)), a daily afternoon talk show (Epitelous Mazi (Finally
Together)), which holds the record for daytime audience share and rating, and a
morning weekend talk show (Studio Me Thea (Studio with A View)). Each of these
weekday talk shows is hosted by a well-known
6
<PAGE>
television personality and focuses on contemporary social issues. The weekend
talk show is hosted by a new television personality. Current affairs programs
include two weekly late night talk shows (E Ora Tis Alithias (The Moment of
Truth) and Me Ta Matia Tis Ellis (with Elli's Eyes)), both of which focus on
social issues and current domestic and international political issues.
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 two weekly comedy programs (Aman (Enough) and Prosohi
Markopedio), both of which are satires 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.
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 three 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 (twenty-five games in the next two years).
Game Shows. 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. 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 highly rated weekend game and
variety show.
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. 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 nine movies based on these series and has
also produced 10 movies based on another package of independent movies. 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.
7
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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).
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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>
7:00 a.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.-1:25 p.m. Proinos Kafes (Morning Coffee) A live, morning variety show.
11:00 a.m.-11:05 a.m. News Headlines.
1:25 p.m.-1:30 p.m. Super Game Live game show, produced in cooperation
with Audiotex.
1:30 p.m.-2:00 p.m. Reruns of Greek situation comedies.
2:00 p.m.-2:30 p.m. News National and international news, special
reports, sports and weather.
2:30 p.m.-2:40 p.m Hrimatistirio Stock exchange
2:40 p.m.-3:40 p.m. Reruns of Greek situation comedies.
3:40 p.m.-3:45 p.m. Super Game Live game show, produced in cooperation
with Audiotex.
3:45 p.m.-4:40 p.m. The Young and the Restless United States soap opera.
4:40 p.m.-4:45 p.m. Super Game Live game show, produced in cooperation
with Audiotex.
4:45 p.m.-6:00 p.m. Epitelous Mazi (Finally Together) Day time talk show hosted by a well-
known television personality.
6:00 p.m.-6:05 p.m. News Headlines.
6:15 p.m.-7:00 p.m. Kalimera Zoe (New Life) Daily Greek soap opera.
7:00 p.m.-7:40 p.m. Lampsi (Reaching for the Light) Daily Greek soap opera.
7:40 p.m.-9:00 p.m. News National and international news, special
reports, sports and weather.
9:00 p.m.-12:15 a.m. Prime time series 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.-12:40 a.m Hrimatistirio Stock exchange
12:40 a.m.-1:30 a.m. Foreign series Continuation of late night programming.
</TABLE>
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 United
States 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
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<PAGE>
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 has 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 1999, approximately 80.7% 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
($3.6) to GRD 132,000 ($402.6) 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 1999, 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 1999, the Company's top 10 and top 50 advertisers accounted for
approximately 18% and 43% of the Company's gross advertising revenue,
respectively. No single advertiser accounted for 10% or more of the Company's
1999 gross advertising revenue. The following table sets forth the respective
percentages of the Company's advertising revenue generated by particular sectors
during 1998 and 1999:
Sector
------
1998 1999
----------- -----------
Food and drink................................. 22.3% 22.7%
Personal care and household.................... 16.1 13.2
Automobiles.................................... 7.1 8.8
Alcoholic beverages............................ 6.4 7.4
Cosmetics...................................... 5.0 4.9
Government..................................... 7.9 7.5
Electronics.................................... 3.9 4.3
Services....................................... 1.2 0.7
Toys........................................... 4.8 1.1
Paper products................................. 1.0 1.3
Other.......................................... 24.3 28.1
----------- -----------
Total................................. 100.0% 100.0%
=========== ===========
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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 1999, accounting collectively for approximately 18% of
Antenna's gross advertising revenue during 1999.
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 1998 and 1999, 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 Home
to Advertising Clients Shopping
------------------------- -------------------------
Time Slot 1998 1999 1998 1999
--------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Prime time.......................................... 72% 81.4% 84% 96.8%
7:00 a.m. to 1:00 a.m............................... 52 62.5 70 80.6
Total available advertising time.................... 40 50.6 63 74.8
</TABLE>
The Company currently uses its own 25-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. Antenna has an on-line computer
link with its major advertising clients to enable such clients to make direct
and automatic advertising bookings.
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 1999, such barter sales
represented 0.8% of the Company's total net revenue.
11
<PAGE>
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 1994 through 1996, as published by Media Services, and the respective
shares of advertising revenue for 1997 through 1999, as estimated by the
Company:
<TABLE>
<CAPTION>
Advertising
Expenditures(1) Advertising Revenue(2)
-------------------- -------------------------------
1994 1995 1996 1997 1998 1999
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Antenna............................................... 42.4% 37.8% 36.9% 36.8% 38.0% 36.5%
Mega.................................................. 36.6 29.9 34.8 36.0 36.0 35.7
ET1 and NET........................................... 3.6 4.6 4.0 3.5 4.5 3.5
Skai TV............................................... 9.9 7.3 6.0 5.9 5.5 9.0
Star.................................................. 2.6 16.3 17.0 16.1 14.0 13.1
Other................................................. 4.9 4.1 1.3 1.7 2.0 2.2
--------- --------- --------- --------- --------- ---------
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 1999) 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."
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 36,491 hours of its own programming, including
10,712 hours of news and 25,779 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,
12
<PAGE>
Belgium and South Africa. Dubbed programming is expected in Latin America, the
Middle East and the Balkans. In addition, the Company has approximately 4,695
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 1,947
hours of foreign films, 1,412 hours of 60-minute series, 947 hours of children's
programming and 389 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. The Company used 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
operators. The two partners each receive 50% of the revenues of the joint
venture. 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.
13
<PAGE>
Investment in New Media
As part of its growth strategy, the Company is expanding its business
into complementary media. In May 1999, it acquired a commercial radio station
(Antenna Radio), and in October 1999, it acquired a 51% interest in a publishing
company (Daphne). The Company continues to evaluate alternatives for expansion
into direct broadcast satellite programming. The Company believes that its
expansion strategy will serve to increase the size of its programming audience
and enhance its brand. Expansion into radio broadcasting is serving to diversify
both the source of its advertising revenue and the variety of advertising media
available to its potential advertisers. Expansion into publishing is providing
synergies in advertising sales, cross-promotion and support services. Expansion
into direct broadcast satellite programming is expected to provide Antenna with
additional media for its programming.
Radio
The Company used a portion of the proceeds of the Offering to acquire
99.97% of the capital stock of 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. See "Item 13. Interest
of Management in Certain Transactions."
Of the radio stations monitored by Media Services (12 in 1999), Antenna
Radio had the second highest advertising share in 1999 (16.1%, as compared to
20.3% for Skai, which has a format similar to Antenna Radio and 8.4% 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
1999 (11.5%, as compared to 19.2% for Skai).
In connection with the acquisition of Antenna Radio, the Company merged
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.
Publishing
In October 1999, the Company acquired a 51% interest in Daphne, a Greek
publishing company, for total consideration of GRD 1,209 million. Consideration
for the acquisition is payable in the form of advertising airtime on Antenna's
television and radio networks. Daphne publishes a wide variety of Greek
magazines focusing on subjects ranging from style and fashion to parenting, from
politics to astrology and from entertainment to shipping and defense. Daphne
also owns a printing business which prints books, magazines, pamphlets and other
publications for fees from third parties. The majority of Daphne's revenues are
derived from publishing fees with the balance represented by advertising fees
and printing fees from third parties.
Direct Broadcast Satellite
14
<PAGE>
Antenna intends to establish itself in the digital direct satellite
broadcast business in Greece. Management believes that a digital direct-to-home
satellite broadcast ("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.
Alternatives for expanding into this medium range from investing in an
existing operation to the creation of a separate DTH platform. Although Antenna
has been in discussions with various parties regarding both of these
alternatives, no definitive agreements have been reached with parties to either
existing DTH operations or potential DTH operations.
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 into direct broadcast satellite or
compete successfully in any new media sector. 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 operations in Greece are relatively new and
underdeveloped. To date, one party has a digital broadcast license, and 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 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."
15
<PAGE>
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.
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.
Audiotext
The Company is a party to two exclusive contracts with its subsidiary,
Audiotex (which is a market leader in its sector). Audiotex became a
wholly-owned subsidiary on February 7, 2000. 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.
The Company used a portion of the proceeds of the Offering to acquire a
51% interest in Audiotex from Holnest Investments Limited ("Holnest"), a Cypriot
company controlled by Mr. Minos Kyriakou, Chairman and Chief Executive Officer
of the Company and the remaining 49% interest in Audiotex from Legion
International on February 7, 2000. See "Item 13. Interest of Management in
Certain Transactions."
Infomercials
The Company also derives revenue from an affiliated entity, Epikinonia
Ltd. ("Epikinonia") (which produces infomercials). See "Item 13. Interest of
Management in Certain Transactions."
16
<PAGE>
Training Center for Journalists and Other Media Personnel
The Company used 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 (a company which was 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.
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.
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, 1999 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............... 100% 20
NET............... 99% 20
ET3............... N/A 17
Private
Antenna........... 100% 24
Mega.............. 100% 24
Skai TV........... 87% 20
Star.............. 94% 20
17
<PAGE>
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.
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
United States) programs. Skai TV was launched in October 1993 and currently
offers "low budget" current affairs programs, old Greek films, news, talk shows
and some series and variety shows.
NetHold Mediterranean, the only subscription television channel in
Greece ("Nethold"), 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. In December 1999, Nethold launched a digital satellite
subscription service offering the Greek audience a bouquet of 30 channels,
including two major movie channels, two major sports channels and a variety of
thematic and free TV channels.
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,
18
<PAGE>
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.
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 the summer of 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.
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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 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 content rules governing advertising spots and for the institution of
"teleshopping programs", which are differentiated from teleshopping spots, that
must be at least 15 minutes in length. Teleshopping programs (or "windows", as
stated in the Directive) are treated as program of the operator and therefore,
do not fall into the daily or hourly restrictions adopted for teleshopping and
advertising spots. 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 Amended Directive
is expected to be incorporated into Greek Law by means of a Presidential Decree
no later than the summer of 2000.
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.
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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.
Sponsored programs must be clearly identified as such. Programs may not
be sponsored by persons or entities whose main 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.
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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, 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
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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).
In early 2000, the Company became a 40% shareholder in a new Greek
company with the trade name "Antenna Optima SA", which has filed an application
for a subscription television license via a terrestrial network with the
Ministry of Press and Media in January 2000. The establishment of this new
company is in the final process of being approved by the Ministry of Trade. The
Company expects the granting of that license no later than the end of 2000. The
Company's initial investment in the new company is GRD 8 million.
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 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
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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, no sooner than May 2000. 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, 1999, the Company employed approximately 738
full-time employees (including 103 administrative personnel, 25 sales and
marketing personnel and 610 production, programming and news personnel), none of
whom is represented by unions. As of December 31, 1998, the Company employed
approximately 687 employees (including 91 administrative personnel, 24 sales and
marketing personnel, and 572 production, programming and news personnel), none
of whom were represented by unions. All of the Company's employees are covered,
however, by one of 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.
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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.
Percent of
Capital
Number of Stock
Shareholders Shares Outstanding
- ------------ ------ -----------
Holnest Investments Limited (1)...................... 4,192,360 21.3%
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 (16 persons)... 12,109,584 61.1%
- ----------
(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.
(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.
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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
"LSE"). Trading of the ADSs on Nasdaq and the LSE commenced on March 4, 1999.
The ADSs were issued pursuant to the Deposit Agreement, with The Bank of New
York as the Depositary, and each ADS represents one half of one Share. The
Company is exploring the possibility of a listing on the Athens Stock Exchange
as well.
The high and low market prices of the ADSs on Nasdaq and the LSE, as
derived from its daily official list, for each fiscal quarter during 1999 were
as follows:
Nasdaq LSE
-------------------- --------------------
High Low High Low
-------------------- --------------------
First Quarter (from March 4, 1999): $15.75 $12.38 $16.50 $12.50
Second Quarter: $15.00 $11.00 $14.81 $11.25
Third Quarter: $14.00 $ 9.25 $13.85 $ 9.52
Fourth Quarter: $20.38 $ 8.25 $19.90 $ 8.63
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 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
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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 United States federal income tax
consequences of the acquisition, ownership and disposition of ADSs (or Shares)
and of Senior Notes by a United States 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" and
"Senior Notes--United States Taxation" deal only with United States Holders that
will hold ADSs (or Shares) and Senior Notes as capital assets within the meaning
of the United States Internal Revenue 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, the description of United States tax
consequences set forth below under the captions "ADSs--United States Taxation"
and "Senior Notes--United States Taxation" does not address the tax treatment of
special classes of United States Holders, such as banks, tax-exempt entities,
insurance companies, persons holding ADSs or Shares as part of a hedging or
conversion transaction, a straddle or a constructive sale, United States
expatriates, persons subject to the alternative minimum tax, dealers or traders
in securities or currencies and holders whose "functional currency" is not the
dollar and does not describe any tax consequences arising under the laws of any
state, locality or non-United States jurisdiction.
As used herein, the term "United States 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 United States 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. As used herein, a "Non--United States Holder" means a
beneficial owner who is not a United States Holder.
Holders of ADSs (or Shares) or Senior Notes who are not United States
Holders should consult their own tax advisors, particularly as to the
applicability of any tax treaty and as to the United States federal income tax
consequences to them of the ownership and disposition of Senior Notes. 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 has been and will continue to 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"), United States 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.
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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, 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.
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Stamp Duty
The issuance and transfer of Shares as well as the payment of dividends
therefrom is exempt from stamp duty.
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.
United States 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.
Investors 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 United States Internal
Revenue Code, United States Treasury regulations promulgated and proposed
thereunder, judicial authority and current administrative rulings and practice,
all of which are subject to change (possibly with retroactive effect), and (ii)
in part upon representations of the Depositary.
All investors are advised to consult their tax advisors as to the
particular United States tax consequences of the ownership and disposition of
Shares and ADSs including the effect of United States state and local income tax
and other tax laws.
United States Holders of ADSs will be treated for United States federal
income tax purposes as owners of the Shares underlying the ADSs. Accordingly,
except as noted, the United States federal income tax consequences discussed
below apply equally to United States 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 United
States Holder will generally be subject to United States 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 United States 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 United States Holder will not be eligible
for the dividends received deduction allowed to corporations. To the extent that
an amount received by a United States 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 United States Holder's tax basis in his
Shares (thereby increasing the amount of gain or decreasing the amount of loss
30
<PAGE>
recognized on a subsequent disposition of the Shares) and then, to the extent
such distribution exceeds such United States Holder's tax basis, will be treated
as capital gain. The Company does not currently maintain calculations of its
earnings and profits for United States 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 United States
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 or other foreign currency) are converted into dollars on the date of
the payment, the United States 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 United States source ordinary income or loss. Any amounts recognized
as dividends will generally constitute foreign source "passive income" or, in
the case of certain United States Holders, "financial services income" for
United States foreign tax credit purposes. A United States Holder will have a
basis in any drachmas distributed equal to their dollar value on the payment
date.
A Non-United States Holder of ADSs generally will not be subject to
United States federal income tax or withholding tax on dividends received on
ADSs unless such income is effectively connected with the conduct by such
Non-United States 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 United States Holder on the sale or other
disposition of ADSs will be subject to United States federal income taxation as
capital gain or loss in an amount equal to the difference between the United
States Holder's adjusted tax basis in the ADSs and the amount realized on the
disposition. In the case of a non-corporate United States 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 United States source gain and loss
realized by a United States Holder generally also will be treated as from
sources within the United States.
The ability of a United States Holder to utilize foreign taxes as a
credit to offset United States taxes is subject to complex limitations and
conditions. The consequences of the separate limitation calculation will depend
upon the nature and sources of each United States Holder's income and the
deductions allocable thereto. Alternatively, a United States 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 United States 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 United States federal income tax purposes and United
States Holders will not recognize any gain or loss upon such a surrender.
If a United States Holder receives any foreign currency on the sale of
ADSs, such United States 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.
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A Non-United States Holder of ADSs generally will not be subject to
United States 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-United States Holder of a trade or business in the United
States or (ii) in the case of any gain realized by an individual Non-United
States Holder, such Non-United States 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 be treated as
stock of a passive foreign investment company (a "PFIC") for United States
federal income tax purposes for the 1999 taxable year. However, 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
United States Holder if, for any taxable year in which the United States 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 United States 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 United States Holder (generally, any
distributions to the United States 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 United States Holder in respect of the Shares or
ADSs during the three preceding taxable years or, if shorter, the United States
Holder's holding period for the Shares or ADSs). Under those rules (i) the gain
or excess distribution would be allocated ratably over the United States
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 United States 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.
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In the case of a United States Holder who does not make a
mark-to-market election, the special PFIC tax rules described above will not
apply to such United States Holder if the United States 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 United States
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 United States 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 United States 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 United
States Holder.
United States Backup Withholding and Information Reporting
A United States 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 United States Holder is a corporation or comes within certain
other categories of exempt recipients. A United States Holder that is not a
corporation or otherwise 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 United States 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 United States Holder's United States
federal income tax liability or refundable to the extent that it exceeds such
liability. A United States Holder who does not provide a correct taxpayer
identification number may be subject to penalties imposed by the United States
Internal Revenue Service.
Non-United States Holders generally may be subject to information
reporting with respect to the proceeds of the sale or other disposition of ADSs,
and may be subject to backup withholding on such disposition effected within the
United States, unless the holder certifies to its foreign status or otherwise
establishes an exemption (provided that the broker effecting the sale does not
have actual knowledge that the holder is a United States Holder).
Treasury regulations will modify certain of the rules discussed above
with respect to payments on the ADSs made after December 31, 2000. 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 United States or Non-United States 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-United States 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.
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Senior Notes
Greek Taxation
The following discussion summarizes the principal Greek income tax
consequences of an investment in the Senior Notes by a United States 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 United States/Greece Tax Treaty, interest on the Senior Notes
paid to a United States Holder that is a United States resident or corporation
within the meaning of the United States/Greece Tax Treaty is exempt from Greek
income tax if (i) the United States 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 United
States Holders not permanently established in Greece unless it has information
to the contrary.
Under the United States/Greece Tax Treaty, if the Senior Notes bear
interest at a rate greater than 9%, a United States 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 United States Holder, the Company intends to treat all holders
as United States corporations unless it has information to the contrary. If
taxes must be withheld by the Company or paid by the United States Holder, the
Company, with certain exceptions, will be liable for the payment of additional
amounts, so that the United States 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 United
States/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 United States/Greece Tax Treaty.
Any capital gain earned by United States 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 United States
Holder, except that such taxes will apply to the transfer by gift of the Senior
Notes by a United States Holder to a permanent resident of Greece and may apply
to the transfer at death of the Senior Notes by a United States Holder to a
permanent resident of Greece. There are no Greek stamp, issue, registration, or
similar taxes or duties payable by United States 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.
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<PAGE>
United States Taxation
The following discussion is based upon the provisions of the United
States Internal Revenue Code, the applicable United States 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.
All investors are advised to consult their tax advisors as to the
particular United States tax consequences of the ownership and disposition of
the Senior Notes, including the effect of United States state and local income
tax and other tax laws.
Stated Interest and Original Issue Discount. Each Senior Note was
issued with 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 were
sold to the public.
A United States 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 United States Holder's regular method of
accounting for United States federal income tax purposes. A United States 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 United States 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 United States Holders of Senior
Notes to be required to include in income increasing amounts of OID in
successive accrual periods.
A United States 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 United States 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, must be made for the taxable year in which the United States Holder
acquires the Senior Note 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 United States 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 United
States 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 United States Holder.
See the discussion under "Premium and Market Discount", below.
For purposes of determining a United States Holder's allowable United
States 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 United States 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
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<PAGE>
outside the United States. To the extent that Greek income taxes must be
withheld by the Company or paid by the United States Holder, the Company will,
with certain exceptions, be liable for the payment of additional amounts so that
the United States 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 United States 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 United States federal income tax
purposes by a United States Holder with respect to a payment of interest may be
greater than the amount of cash actually received by the United States Holder
with respect to such payment. Further, if additional amounts are paid due to the
United States Holder's payment of tax to the Greek taxing authorities such
additional amounts will be included in the United States Holder's gross income
for United States federal income tax purposes. Subject to certain limitations, a
United States Holder will generally 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 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 United States 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 United States Holders. In addition,
although these rules could require a United States Holder to include projected
amounts in income in advance of the receipt of such amounts, a United States
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. The balance of this discussion assumes that the Senior Notes
are not treated as contingent payment debt instruments.
Premium and Market Discount. If a United States Holder purchases a
Senior Note for an amount that 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 prior 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 United States 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 Senior Note is purchased by a United States Holder for an amount
in excess of its principal amount (such excess generally being "bond premium"),
the United States 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. The amount of bond
premium allocable to any accrual period is offset against the stated interest
allocable to such accrual period (and any excess may be deducted, subject to
certain limitations). A United States Holder who elects to amortize bond premium
must reduce its adjusted tax basis in the Senior Note by the amount of such
allowable amortization.
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If a Senior Note is purchased by a United States Holder for an amount
that is less than its adjusted issue price, the difference generally will be
treated as "market discount." In such case, any partial principal payments on
and gain realized on the sale, exchange or retirement of the Senior Note by such
United States 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 United
States Holder (unless the United States 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
United States Holder of a Senior Note acquired with market discount who does not
elect to include such market discount in income on a current basis might be
required to defer a portion of any interest expense that may otherwise be
deductible on any indebtedness incurred or 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 United States
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 United
States Holder and decreased by any bond premium amortizable by the United States
Holder with respect to the Senior Note and by any payments that are not payments
of stated interest. A United States 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, which will be taxable as interest if
not previously included in income) and the United States 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 United States Holder, the federal tax rate
applicable to capital gains will depend on 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 United States Holder will
generally be treated as United States source income. Under current United States
temporary Treasury regulations, loss realized by a United States 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).
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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, 1998 and 1999 and for the 12
months ended December 31, 1995 and the fiscal years ended December 31, 1996,
1997, 1998 and 1999 have been derived from the Company's audited financial
statements. The financial statements as of December 31, 1998 and 1999 and the
fiscal years ended December 31, 1997, 1998 and 1999 are included elsewhere in
this Annual Report and have been audited by KPMG Kyriacou Certified Auditors AE,
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 Consolidated Financial Statements and the Notes thereto included
elsewhere in this Annual Report. The selected statement of operations and
balance sheet data of the Company for the 12 months ended December 31, 1995 have
been derived 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. The 1998 financial statements
have been restated to reflect the acquisition of certain businesses under common
control. See Note 2 of Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
Twelve
Months
Ended Fiscal Year Ended
December 31, December 31,
----------- --------------------------------------------
1995(1) 1996 1997 1998 1999 1999
---- ---- ---- ---- ---- ----
(GRD) (GRD) (GRD) (GRD) (GRD) ($)(2)
(consolidated)
(in millions, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data
Advertising revenue................................... 19,097 22,086 23,242 29,288 35,126 107
Related party revenue................................. 400 3,139 2,317 2,613 2,006 6
Publication revenue................................... -- -- -- -- 1,806 6
Other revenue......................................... 123 141 192 422 842 3
------ ------ ------ ------ ------ ------
Total net revenue..................................... 19,620 25,366 25,751 32,323 39,780 122
Cost of sales......................................... 7,244 7,562 5,394 5,392 7,976 24
Selling, general and administrative expenses.......... 2,177 3,117 3,717 4,026 4,780 15
Amortization of programming costs..................... 6,823 11,565 12,434 12,383 12,096 37
Depreciation and amortization......................... 455 467 495 628 853 3
Operating income...................................... 2,921 2,655 3,713 9,894 14,075 43
Interest expense, net................................. 2,188 2,049 2,533 2,858 2,700 (8)
Foreign exchange (losses) gains, net(3)............... (192) 297 (698) (4,024) (1,973) (6)
Equity in net income of unconsolidated
affiliate.......................................... -- -- -- 21 25 --
Related party commission income....................... -- -- -- 143 434 1
Other income(4)....................................... -- -- 19 10 1,529 5
Minority interest in profit of consolidated subsidiary -- -- -- -- (58) --
Earnings before income taxes.......................... 541 903 501 3,186 11,332 35
Provision for income taxes(3)......................... 193 431 248 2,085 4,570 14
------ ------ ------ ------ ------ ------
Net income............................................ 348 472 253 1,101 6,762 21
====== ====== ====== ====== ====== ======
Basic and diluted earnings per
share.............................................. 20.8 28.1 15.1 65.6 340.7 1.0
====== ====== ====== ====== ====== ======
Balance Sheet Data (at period end)
Total assets.......................................... 37,084 35,504 52,081 60,240 92,237 282
Long-term obligations................................. 3,068 2,001 32,718 32,963 37,185 113
Total debt(5)......................................... 19,243 14,780 32,790 34,539 40,849 125
Shareholders' equity.................................. 4,659 5,131 5,385 6,484 25,548 78
Other Data
EBITD(6).............................................. 3,376 3,122 4,207 10,522 14,927 45
Net cash (used in) provided by operating activities... (1,021) 1,857 (4,785) 2,684 4,334 13
Net cash used in investing activities................. (279) (226) (240) (365) (12,037) (37)
Net cash provided by (used in) financing activities... 2,015 (4,463) 16,609 (2,500) 23,055 70
Cash dividends per share.............................. -- -- -- 59.6 -- --
</TABLE>
38
<PAGE>
- ----------
(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 327.90 (the Noon Buying Rate on December 31, 1999). Such
translation is provided solely for the convenience of the reader. On
March 27, 2000, the Noon Buying Rate was $1.00 = GRD 346.50. See
"--Exchange Rates."
(3) During Fiscal 1998, the drachma appreciated against the United States
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) Other income in 1999 resulted principally from the sale of marketable
securities (see Note 23 of Notes to Consolidated Financial Statements).
(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).
(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 United States 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 United States 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,
----------------------------------------------------------------
1995 1996 1997 1998(2) 1999
------------ ------------ ------------ ------------ ------------
(drachmae per dollar)
<S> <C> <C> <C> <C> <C>
High................................................. 242.47 247.80 287.25 323.13 327.90
Low.................................................. 221.80 234.58 257.55 276.60 282.25
Average(1)........................................... 231.27 240.82 274.47 295.70 308.46
Rate at end of period................................ 237.10 246.96 284.02 279.90 327.90
</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."
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
Consolidated 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 Consolidated
Financial Statements and other financial information in this Annual Report in
accordance with United States 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,
39
<PAGE>
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 (88.3% of total net revenue in Fiscal 1999, 90.6%
in Fiscal 1998 and 90.3% in Fiscal 1997). 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 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
96.8% of total available advertising time during prime time broadcasts and
approximately 74.8% of total available advertising time (including dead time
allocated to audiotext, infomercials and home shopping) during Fiscal 1999. 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 its majority-owned subsidiary, Audiotex, which generates audiotext
revenue, and from an affiliated entity, Epikinonia Ltd,
40
<PAGE>
which produces infomercials and pays Antenna for production and technical
support. See "Item 13. Interest of Management in Certain Transactions."
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 TV Ltd.
(Cyprus), a company in which the General Manager of the Company is General
Manager), and broadcasters targeting Greek-speaking viewers in the United
States, Canada and Australia. Sales of programming to Greek-speaking viewers are
made in the United States and Canada through an affiliated entity, Antenna
Satellite, and in Australia through the Company's wholly-owned subsidiary,
Pacific Broadcast. Revenue derived from Antenna Satellite, Antenna TV Ltd.
(Cyprus) and Pacific Broadcast represented revenue from sources outside Greece.
See Note 24 of Notes to Consolidated Financial Statements. 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."
Since acquiring Daphne in October 1999, the Company has derived revenue
from the printing of books, magazines, pamphlets and other publications for fees
from third parties. The Company also derives revenue from the publication of a
wide variety of Greek magazines focusing on subjects ranging from style and
fashion to parenting, from politics to astrology and from entertainment to
shipping and defense.
The Company's revenue fluctuates throughout the year, with advertising
revenue at its lowest level during the Company's third fiscal quarter
(approximately 9.6% of total net revenue in Fiscal 1999), and at its highest
level during the fourth fiscal quarter (approximately 32.3% of total net revenue
in Fiscal 1999).
Cost of sales includes the costs of acquiring foreign programming and
Greek features, the cost of gathering, producing and broadcasting news. Since
the acquisition of Daphne in October 1999, cost of sales also includes
publication costs. 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 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 United States 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,
41
<PAGE>
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.
In March 1999, the Company raised net proceeds of $86.5 million in the
Offering. On May 6, 1999, the Company utilized a portion of the net proceeds it
received from the Offering to acquire the following interests: a 51% interest in
Audiotex (for a purchase price of $7.25 million); a 99.97% interest in Antenna
Radio, 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, which operates a training center for
journalists and other media personnel (for a purchase price of $6.0 million);
and a 100% interest in Pacific Broadcast, 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 2 of Notes to
Consolidated Financial Statements.
These business combinations were among companies under common control
and have been 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 for accounting purposes (the "Consolidation Date"). Accordingly,
the balance sheet as at December 31, 1998 and the consolidated statements of
operations, cash flows and shareholders' equity for the year ended December 31,
1998 have been restated. Because the business combinations were among companies
under common control they have been consolidated based upon their book value and
historical results of operations, respectively. The cash amounts paid for the
companies acquired, in excess of their book values, have been treated as a
dividend to the selling shareholders.
In October 1999, the Company acquired a 51% interest in Daphne, a Greek
publishing company, for total consideration of approximately GRD 1.2 billion
($3.7 million) payable in the form of advertising airtime on Antenna's
television and radio networks.
42
<PAGE>
On February 7, 2000, Antenna TV acquired the 49% interest in Audiotex
from Legion International that it did not already own for total consideration of
GRD 55 million and an increase of the royalty fees to Legion International from
7.5% to 12.0% on Audiotex's annual revenue for 10 years. Based on the 1999 net
revenues of Audiotex, the royalty fee paid to Legion International computed at
7.5% of net revenues was GRD 64.1 million ($ 0.2 million). If computed at 12% of
net revenues, the royalty payment would have been GRD 102.6 million ($ 0.3
million).
On February 24, 2000, the Company advanced GRD 3 billion ($ 9.2
million) in exchange for the right to acquire a controlling interest in
Macedonia TV, one of the six Greek commercial TV broadcasters with a nationwide
license. This right gives Antenna the ability to acquire a 51% interest in
Macedonia TV from its three shareholders for a total consideration equal to the
advance payment. The Company may acquire this interest within the next three
years, but may only do so if and when Greek law permits a broadcaster and/or its
shareholders to own or control two licensed free to air television broadcast
companies. If the interest is not acquired, Antenna TV will be refunded all
amounts paid and will be granted a right of first refusal over any future
transfers of the 51% interest.
On March 2, 2000, the Company entered into an agreement with MEAGA to
acquire approximately 70% of MEAGA, subject to the completion of Antenna's due
diligence and receipt of regulatory approvals and consents. In connection with
this transaction, MEAGA will sell its existing businesses to third party
purchasers and the proceeds will be applied to repay all outstanding
indebtedness of MEAGA. As a result, just prior to the acquisition, MEAGA will
have no assets or liabilities. In exchange for its interest in MEAGA, the
Company will transfer 51% stakes in four of its subsidiaries, Antenna Radio,
Antenna Spoudstaki, Audiotex and Daphne, to MEAGA. Following the completion of
the acquisition, the assets and liabilities of MEAGA will be comprised of the
historical book values of the businesses contributed by Antenna TV. The
consolidated financial statements of Antenna TV will reflect a charge to
recognize the cost of the disposition of the interest transferred to the
minority shareholders and a corresponding recognition of a minority interest in
the consolidated balance sheet.
The Consolidated Financial Statements of the Company include all of its
significant majority-owned subsidiaries. Affiliated companies in which the
Company does not own a controlling interest or for which the minority
shareholders have significant veto rights over operating decisions
(participating rights requiring unanimous shareholder approval, including:
transactions in excess of GRD 20 million, operating budgets, senior management
positions, borrowing and amendments to contractual obligations) are accounted
for using the equity method.
Results of Operations
Fiscal Year Ended December 31, 1999
Compared to Fiscal Year Ended December 31, 1998
Net revenue increased GRD 7,457 million ($22.7 million), or 23.1%, from
GRD 32,323 million ($98.6 million) in Fiscal 1998 to GRD 39,780 million ($121.3
million) in Fiscal 1999. This increase was attributable primarily to an
underlying increase in advertising revenue and, to a lesser extent, the addition
of GRD 2,169 million ($6.6 million) of revenue from Daphne (primarily
representing publication revenue) and the addition of GRD 1,955 million ($6.0
million) of revenue from Antenna Radio, whose revenue was included for all of
Fiscal 1999, as compared to only four months in Fiscal 1998.
Advertising revenue, which comprised 88.3% of total net revenues for
Fiscal 1999 (90.6% in the prior period), increased GRD 5,838 million ($17.8
million), or 19.9%, from GRD 29,288 million ($89.3 million) in Fiscal 1998 to
GRD 35,126 million ($107.1 million) in Fiscal 1999, reflecting a 14.5%
underlying increase in advertising revenue due to increases principally in
volume. The total increase in advertising revenue also reflected GRD 1,920
million ($5.9 million) of advertising revenue from Antenna Radio, whose
advertising revenue was included for all of Fiscal 1999, as compared to only
four months in Fiscal 1998, and the addition of GRD 357 million ($1.1 million)
of advertising revenue from Daphne. Rebates granted to advertisers in Fiscal
1999 totaled GRD 2,851 ($8.7 million) and in Fiscal 1998 totaled GRD 2,177
million ($6.6 million).
43
<PAGE>
Related party revenue decreased GRD 607 million ($1.9 million), or
23.2%, from GRD 2,613 million ($8.0 million) in Fiscal 1998 to GRD 2,006 million
($6.1 million) in Fiscal 1999. The decrease was attributable principally to the
elimination upon consolidation and reclassification of related party revenue
from Antenna Radio, Antenna Spoudastiki and Pacific Broadcast for all of Fiscal
1999, as compared to the elimination and reclassification of related party
revenue for only four months in Fiscal 1998.
Antenna earned publication revenue of GRD 1,806 million ($5.5 million)
for the first time as a result of the addition of publication income from
Daphne.
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 420 million ($1.3 million), or 99.6%, from GRD
422 million ($1.3 million) in Fiscal 1998 to GRD 842 million ($2.6 million) in
Fiscal 1999. This increase was principally the result of increases in other
revenue totaling GRD 631 million ($1.9 million) from Pacific Broadcast and
Antenna Spoudastiki (representing revenue from subscriptions and tuition), whose
other revenue was included for all of Fiscal 1999, as compared to only four
months in Fiscal 1998, partially offset by an underlying decrease in other
revenue.
Cost of sales increased GRD 2,584 million ($7.9 million), or 48.0%,
from GRD 5,392 million ($16.4 million) in Fiscal 1998 to GRD 7,976 million
($24.3 million) in Fiscal 1999. This increase was attributable primarily to the
addition of GRD 1,409 million ($4.3 million) of cost of sales from Daphne and,
to a lesser extent, increases in cost of sales from Antenna Radio, Antenna
Spoudastiki and Pacific Broadcast, whose cost of sales was included for all of
Fiscal 1999, as compared to only four months in Fiscal 1998. The underlying cost
of sales increased GRD 416 million ($1.3 million) in Fiscal 1999.
SG&A increased GRD 754 million ($2.3 million), or 18.7%, from GRD 4,027
million ($12.3 million) in Fiscal 1998 to GRD 4,781 million ($14.6 million) in
Fiscal 1999. This increase was attributable principally to an increase in SG&A
of GRD 325 million ($1.0 million) from Antenna Radio, whose SG&A expense was
included for all of Fiscal 1999, as compared to only four months in Fiscal 1998.
The addition of GRD 261 million ($0.8 million) from Daphne and GRD 137 million
($0.4 million) from Antenna Spoudastiki, whose SG&A expense was included for all
of Fiscal 1999, as compared to only four months in Fiscal 1998. The underlying
SG&A expense was essentially unchanged.
Amortization of programming costs decreased GRD 287 million ($0.9
million), or 2.3%, from GRD 12,383 million ($37.8 million) in Fiscal 1998 to GRD
12,096 million ($36.9 million) in Fiscal 1999. In September 1998, the contract
to broadcast basketball games of a National Greek Championship league terminated
and was not renewed. Such decision resulted principally in lower programming
costs and a change in the average amortization factor, which in turn resulted in
lower amortization.
Depreciation increased GRD 225 million ($0.7 million), or 35.7%, from
GRD 628 million ($1.9 million) in Fiscal 1998 to GRD 853 million ($2.6 million)
in Fiscal 1999. Of the increase in depreciation, GRD 156 million ($0.5 million)
was attributable to the addition of depreciation from Daphne. The underlying
depreciation was essentially unchanged.
Operating income increased GRD 4,181 million ($12.7 million), or 42.3%,
from GRD 9,894 ($30.2 million) in Fiscal 1998 to 14,075 million ($42.9 million)
in Fiscal 1999, principally reflecting an underlying increase in total net
revenue during the period and, to a lesser extent, increase in operating income
from Antenna Radio and Pacific Broadcast, whose operating income was included
for all of Fiscal
44
<PAGE>
1999, as compared to only four months in Fiscal 1998, and the addition of
operating income from Daphne, partially offset by an increase in cost of sales.
Interest expense, net decreased GRD 158 million ($0.5 million), or
5.9%, from GRD 2,858 mil lion ($8.7 million) in Fiscal 1998 to GRD 2,700 million
($8.2 million) in Fiscal 1999, resulting from an increase in interest income of
GRD 553 million ($1.7 million) due to higher cash balances which more than
offset the increase in underlying interest expense and the addition of interest
expense from Daphne.
Foreign exchange losses decreased GRD 2,051 million ($6.3 million) from
GRD 4,024 million ($12.3 million) in Fiscal 1998 to GRD 1,973 million ($6.0
million) in Fiscal 1999, primarily due to unrealized gains from the Company's
(U.S. dollar) cash holdings, receivables/payables (in foreign currencies) and a
gain on the forward contract resulting from a favorable movement in the exchange
rate, partially offset by unrealized losses resulting from the translation of
Senior Notes denominated in U.S. dollars, the realized loss on the forward
contract and the addition of GRD 261 million ($0.8 million) of foreign exchange
losses from Antenna Radio and Pacific Broadcast, whose losses were included for
all of Fiscal 1999, as compared to only four months in Fiscal 1998. The exchange
rate for converting drachmae to dollars ranged from 282.25 to 327.90, with the
drachma depreciating to 327.90 at period- end. See "Item 9A. Quantitative and
Qualitative Disclosures About Market Risk."
Other income increased GRD 1,519 million ($4.6 million) from GRD 10
million ($0.03 million) in Fiscal 1998 to GRD 1,529 ($4.7 million) in Fiscal
1999. The increase was attributable principally to the gain on marketable
securities of GRD 2,228 million ($6.8 million) offset by expenditures related to
DTH of approximately GRD 682 million ($2.1 million).
Equity in net income of unconsolidated affiliates increased from GRD 21
million ($0.1 million) in Fiscal 1998 to GRD 25 million ($0.1 million) in Fiscal
1999, as a result of accounting for Audiotex using the equity method for all of
Fiscal 1999, as compared to only using the equity method of accounting for four
months in Fiscal 1998.
Related party commission income increased from GRD 143 million ($0.4
million) in Fiscal 1998 to GRD 435 million ($1.3 million) in Fiscal 1999, as a
result of the reclassification of revenue earned from Audiotex as related party
commission income for all of Fiscal 1999, as compared to only being reclassified
as such for four months in Fiscal 1998.
Provision for income taxes increased GRD 2,485 million ($7.5 million)
from GRD 2,085 million ($6.4 million) in Fiscal 1998 to GRD 4,570 million ($13.9
million) in Fiscal 1999 due principally to higher income before taxes. Of the
increase in provision for income taxes, GRD 2,374 ($7.2 million) was
attributable to the underlying provision for income taxes, GRD 93 million ($0.3
million) was attributable to the addition of provision for income taxes for
Daphne and GRD 25 million ($0.1 million) was attributable to the inclusion of
provision for income taxes for Antenna Radio and Antenna Spoudastiki for all of
Fiscal 1999, as compared to only being included for four months in Fiscal in
1998.
Net income increased GRD 5,661 million ($17.3 million) from GRD 1,101
million ($3.4 million) in Fiscal 1998 to GRD 6,762 million ($20.6 million) in
Fiscal 1999. As a percentage of total net revenue, net income increased from
3.4% to 17.0%.
Fiscal Year Ended December 31, 1998
Compared to Fiscal Year Ended December 31, 1997
Net revenue increased GRD 6,572 million ($20.1 million), or 25.5%, from
GRD 25,751 million ($78.5 million) in Fiscal 1997 to GRD 32,323 million ($98.6
million) in Fiscal 1998. This increase was attributable primarily to an
underlying increase in advertising revenue and, to a lesser extent, related
party revenue, for the period prior to the Consolidation Date.
45
<PAGE>
Advertising revenue, which comprised 90.6% of total net revenues for
Fiscal 1998 (90.3% in the prior period), increased GRD 6,046 million ($18.4
million), or 26.0%, from GRD 23,242 million ($70.9 million) in Fiscal 1997 to
GRD 29,288 million ($89.3 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%). The total increase in advertising
revenue also reflected the addition of GRD 602 million ($1.8 million) of
advertising revenue from Antenna Radio, for the period following the
Consolidation Date. Rebates granted to advertisers in Fiscal 1998 totaled GRD
2,177 million ($6.6 million) compared to GRD 1,856 million ($5.7 million) in
Fiscal 1997.
Related party revenue increased GRD 296 million ($0.9 million), or
12.8%, from GRD 2,317 million ($7.1 million) in Fiscal 1997 to GRD 2,613 million
($8.0 million) in Fiscal 1998, which increase was attributable principally to
revenue from Pacific Broadcast (reflecting programming revenue earned for the
period prior to the Consolidation Date) and Antenna Satellite TV (USA) Inc.
(reflecting an increased license fee for the full year in 1998 as compared to
six months in 1997), partially offset by a decrease of GRD 131 million ($0.4
million) reflecting the elimination upon consolidation and reclassification of
related party revenue for the period following the Consolidation Date.
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 230 million ($0.7 million), or 120%, from GRD
192 million ($0.6 million) in Fiscal 1997 to GRD 422 million ($1.3 million) in
Fiscal 1998, principally as a result of the addition of GRD 202 million ($0.6
million) of other revenue from Pacific Broadcast and Antenna Spoudastiki for the
period following the Consolidation Date (representing revenue from subscriptions
and tuition). The balance of the increase was attributable to an underlying
increase in revenues from Antenna's branded credit card and sales of programming
to third parties.
Cost of sales decreased GRD 2 million ($0.1 million), or 0.04%, from
GRD 5,394 million ($16.5 million) in Fiscal 1997 to GRD 5,392 million ($16.4
million) in Fiscal 1998, in spite of the increase in net revenue in Fiscal 1998.
This decrease was attributable significantly to a decrease of GRD 252 million
($0.8 million) 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). This decrease was partially offset by an increase in cost of
sales resulting from the addition of GRD 250 million ($0.8 million) of cost of
sales from Antenna Radio, Antenna Spoudastiki and Pacific Broadcast, for the
period following the Consolidation Date.
SG&A increased GRD 310 million ($1.0 million), or 8.3%, from GRD 3,717
million ($11.3 million) in Fiscal 1997 to GRD 4,027 million ($12.3 million) in
Fiscal 1998. This increase was attributable principally to the addition of GRD
265 million ($0.8 million) of SG&A from Antenna Radio, Antenna Spoudastiki and
Pacific Broadcast, for the period following the Consolidation Date. The balance
of the increase was due to higher underlying broadcast license fees (because of
increased revenue and assessments in respect of prior frequency fee accruals),
higher underlying market research expenses (associated with the Company's
strategy of producing high quality, innovative programming that appeals to
audiences attractive to advertisers), higher underlying 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 underlying payroll (due to salary increases).
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Amortization of programming costs decreased GRD 51 million ($0.1
million), or 0.4%, from GRD 12,434 million ($37.9 million) in Fiscal 1997 to GRD
12,383 million ($37.8 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, which in turn resulted in lower
amortization.
Depreciation increased GRD 133 million ($0.4 million), or 27.0%, from
GRD 495 million ($1.5 million) in Fiscal 1997 to GRD 628 million ($1.9 million)
in Fiscal 1998. Of the increase in depreciation, GRD 28 million ($0.1 million)
was attributable to the addition of depreciation from Antenna Radio, Pacific
Broadcast and Antenna Spoudastiki, for the period following the Consolidation
Date.
Operating income increased GRD 6,181 million ($18.9 million), or 166%,
from GRD 3,713 million ($11.3 million) in Fiscal 1997 to 9,894 million ($30.2
million) in Fiscal 1998, principally reflecting an underlying increase in total
net revenue during the period, partially offset by an increase in SG&A.
Interest expense, net increased GRD 326 million ($1.0 million), or
12.9%, from GRD 2,532 million ($7.7 million) in Fiscal 1997 to GRD 2,858 million
($8.7 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." Of the increase in interest expense, net,
GRD 12 million ($0.03 million) was attributable to the addition of gross
interest expense from Antenna Radio and Pacific Broadcast, for the period
following the Consolidation Date.
Foreign exchange losses and other, net increased GRD 3,326 million
($10.2 million) from GRD 698 million ($2.1 million) in Fiscal 1997 to GRD 4,024
million ($12.3 million) in Fiscal 1998, primarily due to the amortization of the
premium on the foreign exchange contract of GRD 1,305 million ($4.0 million),
the loss on the foreign exchange contract of GRD 2,464 million ($7.5 million),
the loss on a foreign currency option of GRD 254 million ($0.8 million) and the
addition of GRD 17 million ($0.05 million) of foreign exchange losses from
Antenna Radio. 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."
Equity in net income of unconsolidated entity increased from zero in
Fiscal 1997 to GRD 21 million ($0.1 million) in Fiscal 1998, as a result of
accounting for Audiotex using the equity method following the Consolidation
Date.
Antenna had related party commission income for the first time in
Fiscal 1998 of GRD 143 million ($0.4 million), as a result of the
reclassification as related party commission income of revenue of GRD 131
million ($0.4 million) earned from Audiotex, for the period following the
Consolidation Date, and revenue of GRD 12 million ($0.04 million) earned from
Antenna Satellite Radio, for the period following the Consolidation Date.
Provision for income taxes increased GRD 1,837 million ($5.6 million)
from GRD 248 million ($0.8 million) in Fiscal 1997 to GRD 2,085 million ($6.4
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 1998, primarily due to the foreign exchange loss incurred on the
forward contract which will not fully reverse before its expiration. Of the
increase in provision for income taxes, GRD 6.5 million
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($0.02 million) was attributable to the addition of provision for income taxes
for Antenna Radio and Antenna Spoudastiki, for the period following the
Consolidation date.
Net income increased GRD 848 million ($2.6 million) from GRD 253
million ($0.8 million) in Fiscal 1997 to GRD 1,101 million ($3.4 million) in
Fiscal 1998. As a percentage of total net revenue, net income increased 1.0% to
3.4%.
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, 1999, the Company had approximately GRD 37,185 million ($113.4
million) of total long-term debt (principally the Senior Notes, as well as
long-term obligations under capital leases). In Fiscal 1999, it raised $86.5
million in its Offering. In connection with its acquisition of Antenna Radio,
the Company assumed approximately $5.2 million of indebtedness (which it intends
to repay over time with operating cash from Antenna Radio), which is reflected
on the balance sheet as of the Consolidation Date.
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 14,401 million ($43.9 million) in Fiscal 1998 and GRD 12,690 million
($38.7 million) in Fiscal 1999. Antenna intends to use net proceeds from the
Offering, included in the available cash of GRD 31,772 million ($96.9 million)
as of December 31, 1999, to fund 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. Approximately $64.0 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." 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 provided by operating activities was GRD
2,684 million ($8.2 million) in Fiscal 1998 compared to GRD 4,334 million ($13.2
million) in Fiscal 1999, reflecting an increase in income from operations offset
by a decrease in accrued expenses and other liabilities. Net cash used in
operating activities was GRD 4,785 million ($14.6 million) in Fiscal 1997.
Investing Activities. Net cash used in investing activities was GRD 365
million ($1.1 million) in Fiscal 1998 and GRD 12,037 million ($36.7 million) in
Fiscal 1999, reflecting the acquisitions made by the Company during Fiscal 1999
and increased purchases of fixed assets such as technical, computer and office
equipment. Net cash used in investing activities was GRD 240 million ($0.7
million) in Fiscal 1997.
Financing Activities. Net cash used in financing activities was GRD
2,450 million ($7.5 million) in Fiscal 1998 compared to net cash provided by
financing activities of GRD 23,055 million ($70.3 million) in Fiscal 1999. The
increase in funds from financing activities in 1999 principally reflected the
net proceeds from the Offering, offset by the early repurchase of a portion of
the Senior Notes. In Fiscal 1998, the Company used cash provided by operating
activities to fund the payment of dividends and other financial expenses and in
Fiscal 1999 the Company raised the proceeds of the Offering. Net cash provided
by financing activities was GRD 16,609 million ($50.7 million) in Fiscal 1997.
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Distributable Reserves. The Company had distributable reserves in its
Greek statutory accounts of approximately GRD 471.6 million ($1.4 million) in
Fiscal 1999.
Other Long-term Liability. The Company has an outstanding liability to
the Pension Fund for Athens and Thessaloniki Newspaper Employees for advertiser
contributions. The amount is payable in monthly installments until April 30,
2002. An installment of approximately GRD 1,001 million ($3.1 million) was paid
during Fiscal 1998 and approximately GRD 940 million ($2.9 million) was paid
during Fiscal 1999.
Year 2000 and Euro Conversion
The Company was aware of the issues associated with programming codes
in existing computer systems relating to the Year 2000 and similar dates. The
Year 2000 problem was pervasive and complex as virtually every computer
operation could be affected in some way by the rollover of the two digit year
value to 00 and similar problems may arise on other dates, such as December 31,
2000. The main issue was whether computer systems would properly recognize date
sensitive information when the date changes. Systems that did not property
recognize such information could generate erroneous data or cause a system to
fail. The Company has upgraded its management information system under the
direction of the Information Technology Department. The principal areas that
could be affected by such a problem was its computer network, customer billing
system and business systems (accounting, finance, advertising, marketing, human
resources, journalist support and transmission systems). The hardware and
operating systems related to its computer network and software applications
related to its business systems were Year 2000-compliant. The Company spent GRD
92 million ($0.3 million) upgrading its computer network. The Company did not
experience any Year 2000 problems.
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 8.9%,
8.2%, 5.6%, 4.8% and 2.6% in the years 1995 through 1999, 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 on the balance sheet at fair value. Derivatives that are not
hedges must be adjusted to fair value through earnings. If the derivative is an
effective hedge, changes in its fair value will be offset against the change in
the fair value of the hedged item in either other comprehensive income or
earnings. The ineffective portion of a derivative classified as a hedge will be
immediately recognized in earnings. This statement, as amended, is effective for
all fiscal years beginning
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after June 15, 2000 and is not required to be applied retroactively to financial
statements of prior periods. The Company has not yet determined the effects of
this standard on the Company's consolidated financial statements.
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, which became effective for all fiscal years beginning after December
15, 1998, requires the Company to capitalize certain internal-use software costs
once certain criteria are met. The adoption of SOP 98-1 did not have a material
impact on the 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, which 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
adoption of SOP 98-5 did not have a material impact on the Company's
consolidated financial statements as the Company expenses all start-up
activities.
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 1,874 million ($5.7 million), or 4.7%, of total net revenue in
Fiscal 1999. The Company's non-drachma denominated operating costs, principally
foreign-produced programming invoiced in United States dollars, accounted for
4.5% of total net revenue in Fiscal 1999. Non-drachma denominated indebtedness
(primarily United States dollars) totaled GRD 37,264 million ($113.5 million),
or 100%, of total indebtedness, at December 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. The Company is currently
evaluating alternatives for future hedging opportunities. 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
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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 was party to an $87 million forward contract with the Royal
Bank of Scotland, to hedge its currency exposure on a portion of the principal
and interest payable of its United States dollar denominated debt. The term of
the contract covered the period from May 15, 1998 to May 15, 1999. The forward
rate was 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, was amortized over the term of the
contract. Of this amount, GRD 783 million ($2.4 million) was recognized for
Fiscal 1999. In addition, foreign exchange gains or losses on the Company's
non-drachma denominated indebtedness (currently, the Senior Notes) were offset
by corresponding losses or gains on the forward contract's notional amount.
The Company was party to an option agreement with the Royal Bank of
Scotland to sell $104 million at a rate of 280 drachmae to the dollar in May
1999. The option had a maturity date that coincided with the maturity of the
foreign exchange contract described above. The option was recorded on the
balance sheet at its market value and was 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 Fiscal 1999 of GRD
442 million ($1.3 million) was recorded as part of the foreign exchange loss in
the statement of operations.
The following table sets forth the principal, cash flows and related
weighted average interest rates by expected maturity date of indebtedness of the
Company that may be sensitive to foreign currency exchange rate fluctuations:
1998
--------------------------------
Financial Instrument Maturity (2007) Fair Value
-------------------- -------------- --------------
(GRD) ($) (GRD) ($)
(in millions)
Senior Notes.........................32,545 115.0 27,663 97.8
Average interest rate................ 10% --
1999
--------------------------------
Financial Instrument Maturity (2007) Fair Value
-------------------- -------------- --------------
(GRD) ($) (GRD) ($)
(in millions)
Senior Notes ($111 million)..........36,480 111.1 30,823 94.0
Average interest rate................ 9.4% --
The average interest rate represents the stated interest rate of 9%
plus amortization of deferred issuance costs.
Interest Rate Risk Management
The Company manages interest rate risk by financing non-current assets
and a portion of current assets with equity, long-term liabilities and long-term
debt with fixed interest rates.
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The following table sets forth the principal, cash flows and related
weighted average interest rates by expected maturity date of indebtedness of the
Company that may be sensitive to interest rate fluctuations:
1998
--------------------------------
Financial Instrument Maturity (2007) Fair Value
-------------------- -------------- --------------
(GRD) ($) (GRD) ($)
(in millions)
Senior Notes.........................32,545 115.0 27,663 97.8
Average interest rate................ 10% --
1999
--------------------------------
Financial Instrument Maturity (2007) Fair Value
-------------------- -------------- --------------
(GRD) ($) (GRD) ($)
(in millions)
Senior Notes ($111 million)..........36,480 111.1 30,823 94.0
Average interest rate................ 9.4% --
The average interest rate represents the stated interest rate of 9%
plus amortization of deferred issuance costs.
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 February 2005. Officers
are appointed by the Board of Directors.
Name Age Position with the Company
---- --- -------------------------
Directors and executive officers:
Minos Kyriakou 57 Chairman and Chief Executive Officer
Theodore Kyriakou 27 Executive Vice Chairman and Managing
Director; Director
Spilios Charamis 63 Vice Chairman and General Manager
Maurice Avdelas 45 Deputy General Manager
Nikolaos Angelopoulos 51 Chief Financial Officer; Director
Socrates Eliades 69 Director
Panagiotis Fotilas 56 Director
Sifis Glyniadakis 64 Director
Xenophon Kyriakou 28 Director
Anastasios Tzavellas 51 Director
Other officers:
John Papoutsanis 46 News Manager
Alkistis Marangoudaki 34 Programming Manager
Dimitrios Dallas 53 Technical Manager
Maria Kousidou 48 Sales and Marketing Manager
Michael Poulos 42 Administration Manager
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
(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).
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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 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. 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.
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. 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.
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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 Aluminum de Greece 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).
Mr. John Papoutsanis joined Antenna in 1999 as News Director. Before
joining Antenna, he worked for Mega T.V. Prior to that time, he was an
Editor-in-Chief and a political reporter and commentator for a variety of Greek
magazines and newspapers, including Kathimerini, Vima and Tahedromos. He studied
Advertising and Economics at the Economic University of Athens.
Ms. Alkistis Marangoudaki has over 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.
Mrs. Maria Kousidou joined Antenna on March 1, 2000. Prior to joining
Antenna, she was the Commercial and Communication Director of Mega T.V. She
studied Mathematics at the University of Athens and she also holds a masters
degree in Operation Research.
Mr. Michael Poulos joined Antenna in September 1999. Prior to joining
Antenna, he was an A.R. Manager at Fort James Hellas. He studied economics at
the University of Salonica and he also holds a masters degree in Business
Administration from the University of Virginia.
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
54
<PAGE>
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.
Item 11. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS.
The Company paid cash compensation of an aggregate of GRD 113 million
($0.3 million) in Fiscal 1999 to its executive officers and directors for all
services in all capacities. In addition, the Company contributed GRD 7 million
($0.02 million) to state-sponsored pension plans on behalf of three executive
officers in Fiscal 1999. 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.
Acquisitions. On May 6, 1999, the Company utilized a portion of the net
proceeds it received from the Offering to acquire the following interests: a 51%
interest in Audiotex (for a purchase price of $7.25 million); a 99.97% interest
in Antenna Radio, 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, which operates a training
center for journalists and other media personnel (for a purchase price of $6.0
million); and a 100% interest in Pacific Broadcast, 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 2 and
Note 6 of Notes to Consolidated Financial Statements.
Audiotex. The Company is a party to two exclusive contracts with its
subsidiary, Audiotex. On February 7, 2000, Audiotex became a wholly-owned
subsidiary. 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, 40% after July 1, 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 435 million ($1.3 million) in Fiscal 1999. See "Item 9. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
Note 6 of Notes to Consolidated Financial Statements.
55
<PAGE>
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, [2002 (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
$9,020 per day (for the year ended December 31, 1998) for 10 hours of
programming and $9,020 per day (for the year ended December 31, 1999). The
Company reported revenue of GRD 1,090 million ($3.3 million) in Fiscal 1999
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.
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 12% from
1998 through the present. The Company had revenue from Antenna Cyprus of GRD 441
million ($1.3 million) in Fiscal 1999. 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, 1999 (with a
maximum advance during the year of GRD 467 million). Such advances do not bear
interest.
Epikinonia. The Company reported revenue of approximately GRD 444
million ($1.4 million) in Fiscal 1999 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, 2000, provides for a fee
of up to 85% of Epikinonia's revenue. 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. The company uses dead time to
auction retail products listed in monthly catalogues advertised by Antenna. See
Note 6 of Notes to Consolidated Financial Statements.
The Company believes that the terms of its contracts with affiliated
parties are comparable to those that could have been obtained as a result of
arm's-length bargaining between the Company and third parties.
56
<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 miscellaneous
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.
57
<PAGE>
On March 19, 1999 and March 25, 1999, the Company used a portion of the
net proceeds received by it from the Offering to repurchase $1.5 million and
$2.4 million, respectively, of its outstanding Senior Notes.
On May 6, 1999, the Company utilized a portion of the net proceeds
received by it from the Offering to acquire the following interests: a 51%
interest in Audiotex (for a purchase price of $7.25 million); a 99.97% interest
in Antenna Radio, 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, which operates a training
center for journalists and other media personnel (for a purchase price of $6.0
million); and a 100% interest in Pacific Broadcast, which rebroadcasts the
Company's programming in Australia through a joint venture (for a purchase price
of $3.5 million).
During Fiscal 1999, the Company utilized portions of the proceeds
received by it from the Offering to acquire new digital production, news
gathering and transmission equipment (for aggregate consideration of $1.0
million).
58
<PAGE>
PART IV
Item 17. CONSOLIDATED FINANCIAL STATEMENTS.
The Company has elected to provide financial statements for Fiscal 1998
and the related information pursuant to Item 18.
Item 18. CONSOLIDATED FINANCIAL STATEMENTS.
See pages F-2 through F-30 herein.
59
<PAGE>
Item 19. CONSOLIDATED FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following audited consolidated financial statements and
schedule, together with the report of KPMG Kyriacou Certified Auditors AE
thereon, are filed as part of this Annual Report.
Page
----
Independent Auditors' Report.................................................F-1
Consolidated Statements of Operations for the years ended December 31,
1997, 1998 and 1999........................................................F-2
Consolidated Balance Sheets as of December 31, 1998 and 1999.................F-3
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1997, 1998 and 1999...........................................F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999........................................................F-6
Notes to Consolidated Financial Statements ..................................F-7
(b) Exhibits: the following exhibits are filed as part of this Annual
Report:
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.
60
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Antenna TV S.A.
We have audited the accompanying consolidated balance sheets of Antenna
TV S.A. and its subsidiaries as of December 31, 1998 and 1999, and the related
consolidated statements of operations, changes in shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 consolidated financial position of Antenna
TV S.A. and its subsidiaries as of December 31, 1998 and 1999, and the
consolidated results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles in the United States.
KPMG
Athens, Greece
March 3, 2000
F-1
<PAGE>
ANTENNA TV S.A.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1997, 1998 and 1999
(In thousands of drachmae and US dollars, except earnings per share)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
Notes 1997 1998 1999 1999
----------- ----------- ----------- ----------- -----------
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C> <C>
Advertising revenue............................. 2,27 23,242,456 29,287,940 35,126,406 107,125
Related party revenue........................... 2,6 2,317,041 2,612,974 2,005,550 6,117
Publication revenue............................. 2 -- -- 1,805,768 5,507
Other revenue................................... 191,826 422,008 842,397 2,569
----------- ----------- ----------- -----------
Total net revenue............................... 25,751,323 32,322,922 39,780,121 121,318
----------- ----------- ----------- -----------
Cost of sales................................... 2 5,393,829 5,391,548 7,976,394 24,326
Selling, general and administrative expenses.... 3,716,711 4,026,577 4,780,493 14,579
Amortization of programming costs............... 2,8 12,433,721 12,383,100 12,095,871 36,889
Depreciation and amortization................... 2,9,10,12 494,559 628,072 852,561 2,600
----------- ----------- ----------- -----------
Operating income................................ 3,712,503 9,893,625 14,074,802 42,924
Interest income................................. 645,342 518,097 1,071,979 3,269
Interest expense................................ 2,13,14,15 (3,177,818) (3,376,428) (3,771,543) (11,502)
Foreign exchange (losses), net.................. 2,22 (697,737) (4,023,784) (1,973,089) (6,017)
Equity in net income of unconsolidated affiliate 2,7 -- 20,986 24,680 75
Related party commission income................. 2,6 -- 143,459 434,534 1,325
Other income, net............................... 23 19,206 9,851 1,529,045 4,663
Minority interest in profit of consolidated
subsidiary.................................... -- -- (58,119) (177)
----------- ----------- ----------- -----------
Earnings before income taxes.................... 501,496 3,185,806 11,332,289 34,560
Provision for income taxes...................... 2,17 248,383 2,084,916 4,570,336 13,938
----------- ----------- ----------- -----------
Net income...................................... 253,113 1,100,890 6,761,953 20,622
=========== =========== =========== ===========
Basic and diluted earnings per share............ 15.1 65.6 340.7 1.0
=========== =========== =========== ===========
</TABLE>
Exchange rate used for the convenience translation of the
1999 amounts is GRD 327.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
ANTENNA TV S.A.
CONSOLIDATED BALANCE SHEETS
As of December 31, 1998 and 1999
(In thousands of drachmae and US dollars)
ASSETS
<TABLE>
<CAPTION>
December 31,
---------------------------------------
Notes 1998 1999 1999
----- ----------- ----------- -----------
(GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents.................. 2 11,300,087 31,772,162 96,896
Restricted cash............................ -- 425,266 1,297
Accounts receivable, less allowance for
doubtful accounts of GRD 1,161,396 in
1998 and GRD 1,834,794 in 1999........... 2,4 17,155,755 21,873,360 66,707
Inventories................................ 2,5 -- 438,006 1,336
Due from related parties................... 6 2,499,479 3,300,360 10,065
Programming costs, net..................... 2,8 11,795,427 11,824,168 36,060
Advances to related parties................ 6 141,710 156,660 478
Advances to third parties.................. 2 549,786 1,201,061 3,663
Prepaid expenses and other current
assets................................... 129,797 89,214 272
Unamortized premium........................ 2 1,224,719 -- --
Income and withholding tax advances........ 578,826 780,264 2,380
----------- ----------- -----------
Total current assets................................ 45,375,586 71,860,521 219,154
----------- ----------- -----------
Investment in unconsolidated affiliate.............. 7 84,785 75,806 231
Property and equipment, net......................... 2,9 1,675,469 3,475,745 10,600
Broadcast, transmission and printing equipment under
capital leases, net............................... 2,10 1,073,600 1,649,742 5,031
Deferred charges, net............................... 1,959,622 1,677,084 5,115
Programming costs, excluding current portion........ 2,8 7,087,570 7,652,672 23,338
Other receivable less allowance for doubtful
accounts and fair value of GRD 440,000 in 1998
and GRD 480,000 in 1999........................... 11 329,498 272,998 832
Due from related party.............................. 6 2,021,798 3,276,667 9,993
Advances to related parties......................... 6 165,137 173,137 528
Intangible assets, net.............................. 2,12 -- 970,561 2,960
Deferred tax assets................................. 2,17 345,242 396,702 1,210
Other assets........................................ 121,990 137,849 421
----------- ----------- -----------
Total assets........................................ 60,240,297 91,619,484 279,413
=========== =========== ===========
</TABLE>
Exchange rate used for the convenience translation of the
December 31, 1999 balances is GRD 327.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
ANTENNA TV S.A.
CONSOLIDATED BALANCE SHEETS
As of December 31, 1998 and 1999
(In thousands of drachmae and US dollars, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
December 31,
---------------------------------------
Notes 1998 1999 1999
----- ----------- ----------- -----------
(GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Current liabilities:
Bank overdrafts and short-term borrowings........ 13 1,468,155 3,278,111 9,997
Current portion of obligations under capital
leases........................................... 15 107,585 385,856 1,177
Trade accounts, notes and checks payable......... 4,268,500 9,793,645 29,868
Program license payable.......................... 2,607,320 2,538,945 7,743
Payable to related parties....................... 6 -- 68,823 210
Customer advances................................ 271,865 327,370 998
Accrued interest ...............................13,14 1,246,685 1,411,003 4,303
Accrued expenses and other current liabilities... 16 9,418,064 4,184,880 12,763
Income taxes payable............................. 17 -- 237,525 724
Deferred tax liability........................... 2,17 1,165,531 1,965,298 5,994
Dividends payable................................ 10,040,283 -- --
Current portion of other long-term liability..... 18 929,362 1,003,116 3,059
----------- ----------- -----------
Total current liabilities......... 31,523,350 25,194,572 76,836
----------- ----------- -----------
Long-term liabilities:
Long-term debt................................... 14 32,545,000 36,479,831 111,253
Long-term obligations under capital leases....... 15 417,940 704,971 2,150
Deferred tax liability........................... 2,17 -- 1,599,096 4,877
Other long-term liability........................ 18 1,546,397 532,483 1,624
Payable to related parties....................... 6 -- 185,000 564
Employee retirement benefits..................... 2,19 436,982 520,832 1,588
Long-term provisions............................. 26 254,525 203,270 620
----------- ----------- -----------
Total liabilities................. 66,724,194 65,420,055 199,512
----------- ----------- -----------
Minority Interests........................................ -- 650,969 1,985
----------- ----------- -----------
Shareholders' equity:
Share capital.................................... 20 1,676,944 1,984,944 6,054
Additional paid-in capital....................... 20 3,752,500 28,714,904 87,572
Accumulated (deficit)............................ (11,913,341) (5,151,388) (15,710)
----------- ----------- -----------
Total shareholders' (deficit)
equity.......................... (6,483,897) 25,548,460 77,916
----------- ----------- -----------
Commitments and contingencies
Total liabilities and shareholders' equity....... 60,240,297 91,619,484 279,413
=========== =========== ===========
</TABLE>
Exchange rate used for the convenience translation of the
December 31, 1999 balances is GRD 327.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
ANTENNA TV S.A.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended December 31, 1997, 1998 and 1999
(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, 1996 1,676,944 3,752,500 2,545,215 (2,843,169) (297,954) 5,131,490
---------- ---------- ---------- ---------- ---------- ----------
Net income for 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............. -- -- -- 1,100,890 1,100,890 1,100,890
Transfer of statutory earnings to
legal, tax free and other reserves
(unaudited)....................... -- -- 78,972 (78,972) -- --
Dividends declared.................. -- -- -- (1,000,000) (1,000,000) (1,000,000)
Excess of purchase price over net
book value of acquired entities
(Note 2).......................... -- -- -- (11,969,390) (11,969,390) (11,969,390)
---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1998............. 1,676,944 3,752,500 2,624,187 (14,537,528) (11,913,341) (6,483,897)
Net income for the year............. -- -- -- 6,761,953 6,761,953 6,761,953
Issuance of 3,080,000 common shares. 308,000 24,962,404 -- -- -- 25,270,404
Transfer of statutory earnings to
legal, tax free and other
reserves.......................... -- -- 228,418 (228,418) -- --
---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1999............. 1,984,944 28,714,904 2,852,605 (8,003,993) (5,151,388) 25,548,460
---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
ANTENNA TV S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1997, 1998 and 1999
(In thousands of drachmae and US dollars)
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------
1997 1998 1999 1999
------------ ------------ ------------ ------------
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income................................................................ 253,113 1,100,890 6,761,953 20,622
Adjustments to reconcile net income to net cash
Deferred income taxes................................................... 168,384 1,906,380 4,380,122 13,358
Minority interest on acquired entity.................................... -- -- 58,119 177
Equity in net income of unconsolidated affiliate........................ -- (20,986) (24,680) (75)
Amortization of debt issuance costs..................................... 80,955 226,731 226,731 691
Amortization of premium on foreign exchange contract and loss on option. -- 1,558,597 1,224,719 3,735
Depreciation of property and equipment and capital leases and
amortization of programming costs, goodwill and other intangibles....... 12,928,280 13,011,172 12,948,432 39,489
Provision for other long-term liabilities............................... -- 49,435 37,000 113
Provision for employee retirement benefits.............................. 57,000 54,692 56,000 171
Change in current assets and liabilities --
(Increase) in accounts and other receivable........................... (1,130,222) (5,032,459) (1,005,224) (3,065)
(Increase) in due from/to related parties............................. (2,048,427) (1,399,255) (848,743) (2,588)
(Increase) in programming costs....................................... (13,156,060) (13,078,150) (13,204,588) (40,270)
(Increase) decrease in prepaid and licensed programming expenditures.. (312,228) (1,322,475) 514,877 1570
(Increase) decrease in trade accounts, notes and checks payable....... (1,792,365) (496,354) 665,373 2,029
(Decrease) increase in licensed program payable....................... 63,726 217,244 (68,375) (209)
Increase in inventories............................................... -- -- (99,102) (302)
(Increase) decrease in customer advances.............................. (1,248,417) 130,728 (142,762) (435)
(Decrease) increase in accrued expenses and other liabilities......... 1,464,197 5,824,444 (6,901,883) (21,049)
(Decrease) increase in income taxes payable........................... (86,285) -- 131,417 401
Other, net............................................................ (26,667) (46,468) (375,726) (1,146)
------------ ------------ ------------ ------------
Total adjustments................................................ (5,038,129) 1,583,276 (2,428,293) (7,405)
------------ ------------ ------------ ------------
Net cash provided (used) in operating activities................. (4,785,016) 2,684,166 4,333,660 13,217
------------ ------------ ------------ ------------
Cash flows from investing activities:
Investment in unconsolidated affiliate.................................. -- -- (5,100) (16)
Acquisition of affiliated companies..................................... -- -- (10,040,283) (30,620)
Acquisition of subsidiary, net of cash.................................. -- 31,631 (1,114,771) (3,400)
Dividends received...................................................... -- -- 38,759 118
Purchase of fixed assets................................................ (242,085) (396,556) (915,627) (2,792)
Disposal of fixed assets................................................ 150,849 -- -- --
Purchases of assets under capital leases................................ (148,825) -- -- --
------------ ------------ ------------ ------------
Net cash (used) by investing activities.......................... (240,061) (364,925) (12,037,022) (36,710)
------------ ------------ ------------ ------------
Cash flows from financing activities:
Issuance of common shares............................................... -- -- 25,270,404 77,067
Redemption of Senior Notes.............................................. -- -- (1,185,994) (3,617)
(Decrease) increase in bank overdrafts and short-term borrowings, net... (11,634,300) 1,468,155 (487,604) (1,487)
(Increase) in restricted cash........................................... -- -- (425,266) (1,297)
Repayments of capital lease obligations................................. (147,383) (76,094) (116,928) (356)
Proceeds from Senior Notes.............................................. 33,355,397 -- -- --
Dividends paid.......................................................... -- (1,000,000) -- --
Repayment of long-term debt............................................. (2,969,065) -- -- --
Premium on foreign exchange contract.................................... -- (2,088,000) -- --
Purchase of foreign currency option..................................... -- (695,316) -- --
Increase in capital lease obligations................................... 163,412 -- -- --
Debt issuance costs of Senior Notes..................................... (2,158,805) (108,503) -- --
------------ ------------ ------------ ------------
Net cash provided (used) in financing activities................. 16,609,256 (2,499,758) 23,054,612 70,310
------------ ------------ ------------ ------------
Effect of exchange rate changes on cash..................................... (757,727) (52,670) 5,120,825 15,617
Increase (decrease) in cash................................................. 10,826,452 (233,187) 20,472,075 62,434
Cash at beginning of year................................................... 706,822 11,533,274 11,300,087 34,462
------------ ------------ ------------ ------------
Cash at end of year......................................................... 11,533,274 11,300,087 31,772,162 96,896
============ ============ ============ ============
Supplemental disclosure of cash flows information:
Cash paid for interest.................................................. 1,462,930 3,083,545 3,380,494 10,310
Cash paid for income taxes.............................................. 86,285 -- -- --
</TABLE>
Exchange rate used for the convenience translation of the
December 31, 1999 balances is GRD 327.90 to $1.00.
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
ANTENNA TV S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of drachmae and United States dollars, except share data
and exchange rates)
1. OPERATIONS OF THE COMPANY
Antenna TV S.A. ("Antenna"), 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 principal activity of Antenna and its
operating subsidiaries (the "Company") is the sale of advertising spots on
television and radio. These activities are primarily conducted through
subsidiaries in Greece.
Until September 1, 1998, the principal activities included sale of
advertising spots on television. After September 1, 1998, the consolidated
financial statements include the results of operations of other businesses. (See
Acquisitions below.)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statements
The Company primarily 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 United States generally
accepted accounting principles. The amounts are in thousands of drachmae and
United States dollars, except share data and exchange rates.
Acquisitions of entities under common control
On May 6, 1999, the Company acquired the following interests: a 51%
interest in Audiotex S.A. ("Audiotex"), a company that generates revenue from
the sale of Audiotex (for a purchase price of $7.25 million); a 99.97% interest
in Antenna R.T. Enterprises ("Antenna Radio"), 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.
("Antenna Spoudastiki"), which operates a training center for journalists and
other media personnel (for a purchase price of $6.0 million); and a 100%
interest in Pacific Broadcast Distribution Ltd. ("Pacific Broadcast"), 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.
These business combinations were among companies under common control
and have been 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 for accounting purposes. Accordingly, the balance sheet as at
December 31, 1998 and the consolidated statements of operations, cash flows and
shareholders' equity for the year ended December 31, 1998 have been restated.
Because the business combinations are among companies under common control they
have been consolidated based upon their book value and historical results of
operations, respectively. The cash amounts paid for the companies acquired, in
excess of their book values, have been treated as a dividend to the selling
shareholders.
F-7
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
The total purchase price of all the businesses amounted to $38.2
million, comprised of cash consideration of $33.0 million and the assumption of
$5.2 million of debt. The total cash purchase price of GRD 10,040 million
exceeded the book value of the acquired companies by GRD 11,969 million ($37.9
million), resulting in a deemed dividend to the shareholders. The cash purchase
price as at December 31, 1998 is reflected as a dividend payable.
Acquisitions of unrelated business
On October 27, 1999, Antenna T.V. purchased a 51% interest in Daphne
Communications S.A. ("Daphne"), a Greek publishing company, for a total
consideration of GRD 1,209,899. This acquisition was accounted for using the
purchase method and accordingly, the net assets acquired have been recorded at
their fair value and the results of their operations included from the dates of
acquisition. Based on estimates of fair value. GRD 300,000 has been allocated to
net tangible assets, GRD 200,000 to magazine rights and GRD 786,561 to goodwill.
On a pro forma basis, reflecting the acquisition of Daphne
Communications S.A. as if it had taken place at the beginning of the year and
after giving effect to adjustments recording the acquisitions, unaudited net
revenues, net earnings and basic and diluted earnings per share under United
States generally accepted accounting principles would have been GRD 46,490,693,
GRD 6,313,429 and GRD 318.6, respectively. These pro forma results are not
indicative of either future performance or actual results which would have
occurred had these acquisitions taken place at the beginning of the respective
period.
Principles of Consolidation
The consolidated financial statements of the Company include all of its
significant majority-owned subsidiaries. Affiliated companies in which the
Company does not own a controlling interest or for which the minority
shareholders have significant veto rights over operating decisions
(participating rights requiring unanimous shareholder approval, including:
transactions in excess of GRD 20 million, operating budgets, senior management
positions, borrowing and amendments to contractual obligations) are accounted
for using the equity method. All significant intercompany balances and
transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with
United States 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
consolidated 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.
Periodically, the Company writes-off balances that are deemed to be
uncollectible.
The other receivable described in Note 11 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.
F-8
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
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 consolidated
statements of operations.
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 was a party to an $87,000 forward contract with the Royal Bank
of Scotland, to hedge elements of its currency exposure on a portion of the
principal and interest payable of its United States dollar denominated debt. The
term of the contract covers the period from May 15, 1998 to May 15, 1999. The
forward rate was 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, and GRD 783 million for the year ended December 31,
1999. In addition, foreign exchange gains or losses on the Company's non-drachma
denominated indebtedness (currently, the Senior Notes) were 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 was a party to an option agreement with the Royal Bank of
Scotland to sell $103,902 at a rate of 280 drachmae to the dollar in May 1999.
The option had a maturity date that coincided with the maturity of the foreign
exchange contract described above. The option had been recorded in the balance
sheet at its market value and was 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 year ended December 31, 1999 was
GRD 441,719.
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.
F-9
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
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 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.
Revenue from publications (magazine sales), less provisions for
returns, are recorded at the time of shipment.
Deferred Charges
The expenses incurred in connection with the issuance and distribution
of the Senior Notes issued on August 12, 1997 (see Note 14) were capitalized and
are amortized on a straight line basis over the term of the Senior Notes.
Amortization for the years ended December 31, 1998 and 1999 totaled GRD 226,731
and GRD 226,731, respectively, and is included in interest expense in the
accompanying consolidated 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.
F-10
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
Programming produced for radio broadcast is charged to cost of goods
sold 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
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.
Inventories
Inventories are valued at the lower of cost (weighted-average) or
market.
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 9).
Broadcasting, Transmission and Printing 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 10).
Intangible Assets
Intangible assets are composed of magazine rights and goodwill.
Goodwill representing the excess of cost over the fair value of the business
acquired is amortized, on a straight-line basis over 20 years. Other acquired
intangibles are amortized, on a straight-line basis, over their estimated useful
lives, not in excess of five years. The Company continually evaluates the
recoverability of its intangible assets to determine whether current events or
circumstances warrant adjustments to the carrying value. Such evaluation may be
based on current and projected income and cash flows from operations of related
businesses on an undiscounted basis as well as other economic and market
variables.
F-11
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
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. Promotion costs relating to
publications included in advances to third parties as at December 31, 1999
amount to GRD 400,000.
Employee Retirement Benefits
As more fully discussed in Note 19, 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, 1997, 1998 and 1999, net revenue derived
from barter transactions amounted to GRD 366,472, GRD 381,183 and GRD 309,919,
respectively.
The Company's major source of revenue is derived in Greece (see Note
27).
Concentration of Credit Risk
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, 1998 and 1999,
the Company had obtained letters of guarantee, checks and notes receivable in
respect of approximately 10.6% and 3.8% of receivables, respectively.
The Company earned 9% (GRD 2,317,041), 8.1% (GRD 2,612,974) and 5.0%
(GRD 2,005,550), of net revenues from related companies for the years ended
December 31, 1997, 1998 and 1999, respectively. Accounts receivable relating to
this revenue as of December 31, 1998 and 1999 represented 10.1% and 13.2% of
accounts receivable, respectively. Related party revenue denominated in foreign
currency amounted to GRD 1,611,705, GRD 1,862,120 and GRD 1,530,834 for the
years ended December 31, 1997, 1998 and 1999, respectively. The related
receivables are subject to foreign currency risk.
Advances to related parties represents 32.3% and 22.0% of total
advances at December 31, 1998 and 1999, respectively.
No one supplier accounts for more than 10% of purchases.
F-12
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
The Company's significant source of revenue is generated from selling
advertising spots to local advertisers. In the years ended December 31, 1997,
1998 and 1999, no one advertiser accounted for 10% or more of total net revenue.
Impairment of Long-Lived Assets
The Company reviews long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. Recoverability is measures by a
comparison of the carrying amount of an asset to future undiscounted net cash
flows expected to be generated by the asset.
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.
The Company's Senior Notes include a fixed interest rate of 9%; the
fair value at December 31, 1999 has been calculated based upon bank-quoted
market rates. The market rate at December 31, 1998 and 1999 was $97,750 and
$94,000, respectively, as compared to the carrying value at December 31, 1998
and 1999 of $115,000 and $111,070, respectively.
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, 1997, 1998 and 1999. 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
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
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. This statement requires the Company to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through earnings. If the
derivative is an effective hedge, changes in its fair value will be offset
against the change in the fair value of the hedged item in either other
comprehensive income or earnings. The ineffective portion of a derivative
classified as a hedge will be immediately recognized in earnings. This
statement, as amended, is effective for all fiscal years beginning after June
15, 2000 and is not required to be applied retroactively to financial statements
of prior periods. The Company has not yet determined the effects of this
standard on the Company's consolidated financial statements.
F-13
<PAGE>
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, which became effective for all fiscal years beginning after December 15,
1998, requires the Company to capitalize certain internal-use software costs
once certain criteria are met. The adoption of SOP 98-1 did not have a material
impact on the Company's financial statements.
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, which 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
adoption of this statement of position did not have a material impact on the
Company's consolidated financial statements as the Company expenses all start-up
activities.
3. TRANSLATIONS OF DRACHMAE INTO US DOLLARS
The consolidated financial statements are stated in drachmae. The
translations of drachmae into United States Dollars are included solely for the
convenience of the reader, using the noon buying rate in New York on December
31, 1999, which was 327.90 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 United States
Dollars at this or any other rate of exchange.
4. ACCOUNTS RECEIVABLE
Accounts receivable are analyzed as follows:
December 31,
--------------------------------
1998 1999
-------------- --------------
Trade.......................................... 18,032,903 22,607,924
Less: allowance for doubtful accounts.......... (1,161,396) (1,834,794)
-------------- --------------
16,871,507 20,773,130
-------------- --------------
Other:
Value added tax........................... -- 860,715
Employee advances......................... 284,248 239,515
-------------- --------------
284,248 1,100,230
-------------- --------------
17,155,755 21,873,360
============== ==============
Allowance for doubtful accounts:
Beginning balance......................... 1,213,905 1,161,396
Acquisitions through business combination. -- 630,000
Recoveries................................ (51,955) (39,124)
Write offs................................ (35,460) (105,047)
Provision for bad debts................... 34,906 187,569
-------------- --------------
Ending balance............................ 1,161,396 1,834,794
============== ==============
Accounts receivable relating to the magazine distributors amounting to
GRD 302,338 as at December 31, 1999 secure the capital lease obligations
relating to the printing equipment.
F-14
<PAGE>
5. INVENTORIES
Inventories are analyzed as follows:
December 31,
1998 1999
--------------------------------
Raw materials .............................. -- 47,182
Work-in-progress............................ -- 5,768
Finished goods.............................. -- 385,056
-------------- --------------
-- 438,006
-------------- ==============
Inventories related to the publishing company and include paper, ink,
packaging materials and gifts which are sold with the magazines and books.
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.
As a result of acquisitions, Antenna Radio, Pacific Broadcast and
Antenna Spoudastiki came under common control with Antenna (for accounting
purposes) as of September 1, 1998. The related party revenue from these entities
was eliminated upon consolidation or reclassified.
F-15
<PAGE>
6. DUE FROM (TO) RELATED PARTIES (Cont'd)
Balances from related companies are as follows:
<TABLE>
<CAPTION>
December 31,
------------------------
1998 1999
------------------------
<S> <C> <C>
Accounts Receivable
Current:
Antenna Satellite TV (USA) Inc................................ 1,633,511 1,882,116
Audiotex S.A.................................................. 76,197 76,208
Epikinonia Ltd................................................ 48,203 314,172
Antenna TV Ltd. (Cyprus)...................................... 686,901 938,770
Catalogue Auctions Hellas S.A................................. 40,439 30,439
Antenna Satellite Radio....................................... 14,228 58,655
---------- ----------
2,499,479 3,300,360
========== ==========
Long-term:
Antenna Satellite TV (USA) Inc................................ 2,438,156 3,728,025
Less: allowance for fair value................................ (416,358) (451,358)
---------- ----------
2,021,798 3,276,667
========== ==========
Advances
Current:
Catalogue Auctions Hellas S.A................... 141,710 156,660
========== ==========
Long-term:
JVFM-Epikinonia................................. 18,000
Epikinonia Ltd.................................. 44,158 34,158
Antenna TV Ltd. (Cyprus)........................ 120,979 120,979
---------- ----------
165,137 173,137
========== ==========
Accounts payable
Current:
Payable to minority shareholders of Daphne.......... -- 68,823
========== ==========
Long-term:
Payable to minority shareholders of Daphne........... -- 185,000
========== ==========
</TABLE>
Antenna 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 six months ended June 30,
1997 and $9.02 for the six months ended December 31, 1998 and for the year ended
December 31, 1999 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 1997, 1998 and 1999 Antenna
recognized GRD 899,546, GRD 927,514 and GRD 1,089,868 of license fees,
respectively. Both these accounts receivable have been guaranteed personally by
Mr. Minos Kyriakou.
6. DUE FROM (TO) RELATED PARTIES (Cont'd)
F-16
<PAGE>
Antenna has entered into an agreement with Audiotex, a company of which
51% was indirectly owned by Mr. Minos Kyriakou prior to September 1, 1998 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 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%. Antenna 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. Antenna 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 GRD 850 for the period January 1, 1999 to December 31,
1999. Studio equipment and other machinery are leased to Audiotex for a fee of
GRD 270 per hour for the period January 1, 1997 to December 31, 1998 and GRD 430
for the period January 1, 1999 to December 31, 1999.
The Company provides production facilities and technical and
administrative services to Epikinonia Ltd., 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 Ltd. revenue
commencing January 11, 1996. As of January 1, 1997, the fee was 85%.
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, 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%. Effective September 1, 1998, the account balances
are eliminated upon consolidation.
During 1997, the Company acquired a 50% share in a newly formed company
called Catalogue Auctions Hellas S.A. ("Catalogue Auctions"). At December 31,
1998 and 1999, the advances receivable from this company amounted to GRD 141,710
and GRD 156,660, respectively.
F-17
<PAGE>
6. DUE FROM (TO) RELATED PARTIES (Cont'd)
The amount payable to the minority shareholders of Daphne represents a
short-term advance payable of GRD 68,823 and a long-term loan of GRD 185,000
bearing interest at a rate of ATHIBOR + 3% per annum. The loan matures on May
24, 2004. Interest expense for the year ended December 31, 1999 amounted to GRD
18,773.
A summary of transactions with related companies for 1997, 1998 and
1999 are analyzed as follows:
Revenue from related parties
--------------------------------
Year Ended December 31,
--------------------------------
1997 1998 1999
---- ---- ----
Epikinonia Ltd. (Production facilities and
technical and administrative services)... 296,626 378,000 444,150
Antenna Satellite (License fees)............ 899,546 927,514 1,089,868
Pacific Broadcast........................... 259,221 392,526 --
Antenna TV Ltd. (Cyprus)(Royalties)......... 452,938 542,080 440,966
Audiotex (Commission and other)............. 290,440 231,507 --
Catalogue Auctions Hellas S.A............... 34,270 -- --
Antenna Radio (Other)....................... 84,000 141,347 --
-- -- 30,566
Antenna Satellite Radio (license fee)....... ---------- ---------- ----------
2,317,041 2,612,974 2,005,550
========== ========== ==========
Related party commission income:
Audiotex (Commission income)............. -- 131,194 434,534
-- 12,265 --
---------- ---------- ----------
Antenna Satellite Radio (License fees)... -- 143,459 434,534
========== ========== ==========
7. INVESTMENT IN UNCONSOLIDATED ENTITY
December 31,
---------------------------------
1998 1999
-------------- --------------
Investment in Audiotex......................... 84,785 75,806
============== ==============
Summarized below is the balance sheet and statement of operations for
Audiotex as derived from its financial statements:
1998 1999
---------------------------------
Condensed Statement of Operations
- ------------------------------------
Net sales...................................... 268,239 854,943
Gross profit................................... 94,506 151,430
Operating income............................... 45,465 74,191
Income before income taxes..................... 66,637 86,414
Net income..................................... 41,149 48,392
December 31, December 31,
Condensed Balance Sheet 1998 1999
- ------------------------------------ ---------------------------------
Current assets................................. 412,199 408,494
Non-current assets............................. 54,585 37,463
---------------------------------
Total assets................................ 466,784 455,957
---------------------------------
Current liabilities............................ 296,788 303,568
Non-current liabilities........................ 3,750 3,750
Shareholders' equity........................... 166,246 148,639
---------------------------------
Total liabilities and shareholders' equity.. 466,784 455,957
---------------------------------
F-18
<PAGE>
8. PROGRAMMING COSTS
The following table sets forth the components of the programming costs,
net of amortization:
December 31,
---------------------------------
1998 1999
-------------- --------------
Produced programming........................... 11,448,729 13,929,446
Purchased sports rights........................ 3,233,640 1,861,640
Licensed program rights........................ 1,875,691 2,016,979
Prepaid license program rights................. 1,546,851 845,979
Prepaid produced programs...................... 778,086 822,796
-------------- --------------
18,882,997 19,476,840
Less: current portion.......................... (11,795,427) (11,824,168)
-------------- --------------
7,087,570 7,652,672
============== ==============
On the basis of the Company's amortization rates, 100% of produced
programming, licensed program rights and purchased sports rights at December 31,
1999 will be amortized within a three-year period of time, whereas, 95% of
prepaid amounts will be amortized within three years.
9. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
December 31,
---------------------------------
1998 1999
-------------- --------------
Cost
Land....................................... 1,020 1,020
Leasehold improvements..................... 573,164 587,740
Machinery and equipment.................... 1,671,668 1,903,951
Broadcasting and transmission equipment.... 934,773 940,948
Printing equipment......................... -- 1,650,897
Furniture and fixtures..................... 1,197,537 1,613,525
Motor vehicles............................. 254,623 432,019
-------------- --------------
4,632,785 7,130,100
============== ==============
Net book value
Land....................................... 1,020 1,020
Leasehold improvements..................... 201,474 178,267
Machinery and equipment.................... 652,430 693,128
Broadcasting and transmission equipment.... 378,382 290,318
Printing equipment......................... -- 1,560,392
Furniture and fixtures..................... 367,641 544,722
Motor vehicles............................. 74,522 207,898
-------------- --------------
1,675,469 3,475,745
============== ==============
F-19
<PAGE>
9. PROPERTY AND EQUIPMENT (Cont'd)
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, 1997, 1998 and 1999, was
GRD 358,493, GRD 480,372 and GRD 650,834, respectively. The useful lives of
property and equipment are as follows:
Classification Useful lives
- -------------- ------------
Leasehold improvements....................................... 8 to 10 years
Machinery and equipment...................................... 5 to 7 years
Printing machinery........................................... 8 years
Broadcasting and transmission equipment...................... 10 to 12 years
Furniture and fixtures....................................... 3 to 5 years
Motor vehicles............................................... 5 to 7 years
10. BROADCASTING, TRANSMISSION AND PRINTING EQUIPMENT UNDER CAPITAL
LEASES
December 31,
---------------------------------
1998 1999
-------------- --------------
Cost........................................... 1,779,603 2,658,767
Less: accumulated depreciation................. (706,003) (1,009,025)
-------------- --------------
1,073,600 1,649,742
============== ==============
Depreciation is computed based on the straight-line method using rates
which are substantially equivalent to average economic useful lives for
broadcasting, transmission and printing equipment (8 to 10 years). The
depreciation expense for the years ended December 31, 1997, 1998 and 1999 was
GRD 136,066, GRD 147,700 and GRD 185,727, respectively.
11. OTHER RECEIVABLE
Other long-term receivable includes a balance receivable from a
political party (New Democracy) amounting to GRD 769,498 and GRD 752,998 as of
December 31, 1998 and 1999, respectively. An allowance for doubtful debts and
fair value of GRD 440,000 as of December 31, 1998 and GRD 480,000 as of December
31, 1999 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.
F-20
<PAGE>
12. INTANGIBLE ASSETS
Intangible assets are analyzed as follows:
December 31,
---------------------------------
1998 1999
-------------- --------------
Goodwill ...................................... -- 786,561
Magazine rights................................ -- 200,000
-------------- --------------
-- 986,561
Accumulated amortization....................... -- (16,000)
-------------- ==============
-- 970,561
============== ==============
13. 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 7,550,000 at December 31, 1998 and GRD
10,940,000 at December 31, 1999.
Bank overdrafts and short-term borrowings are secured by the personal
guarantee of the Company's Chairman and Chief Executive Officer and minority
shareholders, assignments of advertisers' post-dated checks, notes receivable
from advertisers and letters of guarantee of obligations of advertisers and
liens on minority shareholders' property.
Such borrowings, based on their currency denominations, were as
follows:
December 31,
-----------------------------------------------------------
1998 1999
-----------------------------------------------------------
In Foreign In Foreign
GRD Currency GRD Currency
-------------- -------------- -------------- --------------
Denominated in:
Drachmae........ 1,050,312 -- 2,544,696 --
Japanese Yen.... 417,843 168,056 733,415 226,855
-------------- --------------
1,468,155 -- 3,278,111 --
============== ==============
The weighted average interest rates on short-term borrowings in each of
the years ended December 31, 1997, 1998 and 1999 were as follows:
At December 31,
-------------------------------------
1997 1998 1999
----------- ----------- -----------
Currency:................................
Drachmae............................ 16.0% 13.1% 15.88%
Japanese Yen........................ 3.2% 2.8% 2.17%
US$................................. 8.1% -- --
ECU................................. 6.5% -- --
CHF................................. 3.5% -- --
DEM................................. 5.5% -- --
13. BANK OVERDRAFTS AND SHORT-TERM BORROWINGS (Cont'd)
F-21
<PAGE>
Interest on short-term borrowings for 1997 and 1999 totaled GRD
1,294,246 and GRD 301,441, respectively. There was no interest in 1998 as the
short term borrowings were obtained close to year end.
14. LONG-TERM DEBT
Long-term debt consists of:
At December 31,
---------------------------------
1998 1999
-------------- --------------
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....................... 32,545,000 36,479,831
The Senior Notes issued in August 1997 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.
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 and 1999
totaled GRD 3,045,398, GRD 3,197,972, respectively, and is included in interest
expense in the accompanying 1998 and 1999 consolidated statements of operations.
On March 19, 1999 and March 25, 1999, the Company repurchased GRD 447
million ($1.5 million) and GRD 739 million ($2.4 million), respectively, of the
Senior Notes, with accrued interest of GRD 17 million ($0.05 million) to the
date of repurchase. The early extinguishment of the Senior Notes resulted in a
charge of GRD 19 million ($0.06 million) consisting of the following:
Year ended
December 31, 1999
-----------------
Discount of 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 general
unsecured senior obligation of Antenna 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 the Company.
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. Antenna
is in compliance with the terms of the Indenture at December 31, 1998 and 1999.
F-22
<PAGE>
14. LONG-TERM DEBT (Cont'd)
Bank loan interest expense for the year ended December 31, 1997 totaled
GRD 236,345. There was no bank loan interest expense for the years ended
December 31, 1998 and 1999 as the net proceeds received from the Senior notes in
August 1997 were used to replay short-term and long-term borrowings.
15. CAPITAL LEASE OBLIGATIONS
The Company leases mainly broadcasting, transmission and printing
equipment under capital leases which bear interest at average interest rates of
18.1%, 14.5% and 8.6%. Interest expense from capital leases was GRD 34,765, GRD
19,584 and GRD 25,836 in the years ended December 31, 1997, 1998 and 1999,
respectively. Future obligations from the above leases are as follows:
Total
-----------
2000........................................... 385,856
2001........................................... 320,650
2002........................................... 322,639
2003........................................... 176,537
2004 and thereafter............................ 207,046
-----------
1,412,728
Less: amount representing interest........ (321,901)
-----------
1,090,827
===========
The capital lease obligation is reflected on the consolidated balance
sheets as of December 31, 1999, as follows:
Current portion................................ 385,856
Long-term portion.............................. 704,971
-----------
1,090,827
===========
Trade accounts receivable relating to a magazine distributors secure
the capital lease obligations relating to the printing equipment (see Note 4).
F-23
<PAGE>
16. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The amount reflected in the accompanying consolidated balance sheets is
analyzed as follows:
1998 1999
----------- -----------
Value added tax....................................... 1,136,448 --
----------- -----------
Taxes withheld:.......................................
Payroll.......................................... 67,855 135,647
Third parties.................................... 64,212 79,943
Other............................................ 12,353 138,736
----------- -----------
144,420 354,326
----------- -----------
Broadcast license fee................................. 1,195,215 515,828
Deferred revenue...................................... 100,624 93,623
Other payables........................................ 118,957 547,079
Social security funds payable......................... 234,037 821,369
Radio and television council fine..................... 4,975 19,268
Foreign exchange contract............................. 4,605,000 --
Programming........................................... 320,196 249,864
Other accruals........................................ 1,558,192 1,583,523
----------- -----------
9,418,064 4,184,880
=========== ===========
The accrual for the foreign exchange contract as at December 31, 1998
represents the difference between the forward contract rate and the balance
sheet translation rate (see Note 2).
17. INCOME TAXES
The provision for income taxes reflected in the accompanying
consolidated statements of operations is analyzed as follows:
December 31,
1997 1998 1999
----------- ----------- -----------
Current.............................. 79,999 178,536 190,214
Deferred income taxes................ 168,384 1,906,380 4,380,122
----------- ----------- -----------
Provision for income taxes........... 248,383 2,084,916 4,570,336
=========== =========== ===========
The reconciliation of the provision for income taxes to the amount
determined by the application of the Greek statutory tax rate of 35% in 1997,
and 40% in 1998 and 1999 to pre-tax income is summarized as follows:
December 31,
-------------------------------------
1997 1998 1999
----------- ----------- -----------
Tax provision at the statutory rate..... 175,524 1,274,322 4,532,916
Effect of change in tax rate............ -- (103,810) --
Goodwill amortization................... -- -- 4,000
Interest income......................... (93,924) (124,560) (101,258)
Disallowed prior period expenses and
non-deductible general expenses....... 166,783 326,181 195,222
Loss not subject to income tax.......... -- 21,206 52,456
Change in valuation allowance........... -- 691,577 (113,000)
----------- ----------- -----------
Provision for income taxes.............. 248,383 2,084,916 4,570,336
=========== =========== ===========
F-24
<PAGE>
17. INCOME TAXES (Cont'd)
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 Group 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 entities acquired in the acquisitions have tax loss carry-forwards
of approximately GRD 233,375 of which GRD 45,511 and GRD 238,803 expires in 2001
and 2002, respectively.
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 1998 and 1999
are summarized below:
F-25
<PAGE>
17. INCOME TAXES (Cont'd)
December 31,
-------------------------------
1998 1999
------------- -------------
Deferred tax liabilities
Premiums unamortized....................... 176,688 --
Programming costs.......................... 1,793,679 4,250,918
Reserves .................................. 430,348 430,348
Reserves taxed in a special way............ 233,826 233,826
Deferred charges........................... 231,015 299,383
Leased assets.............................. 274,335 519,016
Intangible and tangible assets............. -- 200,000
Deferred interest on finance leases........ 5,936 5,936
Customer advances and accounts payable..... 502,700 528,673
Accrued expenses and other liabilities... 53,191 29,359
------------- -------------
Gross deferred tax liabilities.................. 3,701,718 6,497,459
------------- -------------
Deferred tax assets
Property and equipment..................... 32,942 32,718
Start up costs related to acquired entity.. -- 1,134,659
Long-term liability........................ 7,600 17,600
Long-term lease liability.................. 22,051 165,265
Short-term lease liability................. 26,278 130,962
Long-term receivables...................... 1,193,308 1,209,309
Deferred revenue........................... 6,825 5,000
Accounts receivable........................ 356,388 555,788
Employee retirement benefits............... 172,793 208,333
Other assets............................... 409,202 407,126
Other provisions........................... 195,531 233,532
Accrued expenses........................... 1,615,315 329,413
Net operating losses....................... 139,484 93,350
------------- -------------
Gross deferred tax assets..................... 4,187,717 4,523,055
------------- -------------
Less: valuation allowance..................... (1,306,288) (1,193,288)
------------- -------------
Net deferred tax assets (liability)........... (820,289) (3,167,692)
============= =============
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 as of December 31, 1998 and 1999 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 and other timing differences which are not expected to
fully reverse before its expiration. In addition, the entities acquired in the
acquisitions have recorded a valuation allowance on deferred tax assets because
management estimates that it is more likely than not that deferred tax assets
will not be realized. 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:
December 31,
-------------------------------
1998 1999
------------- -------------
Net current deferred tax asset (liability)..... (1,165,531) (1,965,298)
============= =============
Net non-current deferred tax (liability)....... -- (1,599,096)
============= =============
Net non-current deferred tax asset............. 345,242 396,702
============= =============
F-26
<PAGE>
18. OTHER LONG-TERM LIABILITY
Other long-term liability is analyzed as follows:
December 31,
---------------------------------
1998 1999
-------------- --------------
Other long-term liability................. 2,475,759 1,535,599
Less: current portion..................... (929,362) (1,003,116)
-------------- --------------
1,546,397 532,483
============== ==============
The Company has an outstanding balance due to the Pension Fund for
Athens and Thessaloniki Newspaper Employees for advertiser contributions. The
long-term portion is required to be paid by monthly instalments up to April 30,
2002.
19. 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, 1997, 1998 and 1999, have been recorded as expenses and
were GRD 744,617, GRD 921,692 and GRD 1,015,971, 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, 1997, 1998 and 1999 was GRD 57,000, GRD 54,692 and GRD
56,000, respectively.
20. SHARE CAPITAL
The Company's share capital consists of the following:
December 31,
---------------------------------
1998 1999
-------------- --------------
Common shares par value GRD 100 per share:
authorized and issued 16,769,440 in 1998
and 19,849,440 shares in 1999............... 1,676,944 1,984,944
-------------- --------------
Total common shares............................ 1,676,944 1,984,944
============== ==============
F-27
<PAGE>
20 SHARE CAPITAL (Cont'd)
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.
(See Note 2.)
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.
On March 12, 1999, the Company completed the issuance of 3,080,000
common shares through an initial public offering, resulting in net proceeds to
the Company of GRD 25,270,404.
The Company's share capital increased by GRD 308,000 and the excess
over par value amounted to GRD 24,962,404, which has been recorded as additional
paid-in capital.
21. STATUTORY, TAX FREE AND OTHER RESERVES
Statutory, tax free and other reserves are as follows:
December 31,
---------------------------------
1998 1999
-------------- --------------
Statutory reserve............................ 281,356 284,922
Tax free reserves--Law 1828/1989 (Art. 22)... 1,229,567 1,229,567
Reserves for income taxed at lower rates..... 938,022 1,162,874
Reserve for non-taxable income............... 81,485 81,485
Special reserve.............................. 93,757 93,757
-------------- --------------
2,624,187 2,852,605
============== ==============
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.
F-28
<PAGE>
21. STATUTORY, TAX FREE AND OTHER RESERVES (Cont'd)
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 998,348 and GRD 1,019,408 as of December 31, 1998 and
1999, respectively. The amount of taxes accrued of GRD 430,348 is included in
deferred income taxes. 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.
22. FOREIGN EXCHANGE (LOSSES) GAINS
Foreign exchange (losses) gains included in the consolidated statements
of operation are analyzed as follows:
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Realized loss on forward contract....................................... -- -- (2,777,096)
Foreign exchange (loss) gain on forward contract representing
difference between balance sheet rate and forward rate (US$).......... -- (2,464,000) 4,605,000
Amortization of the premium on forward contract......................... -- (1,305,000) (783,000)
Mark to market adjustment on option..................................... -- (253,597) (441,719)
Unrealized foreign exchange gain (loss) on Senior Notes (US$)........... 757,727 52,670 (5,120,825)
Unrealized foreign exchange gains and losses on cash, receivables and
payables denominated in foreign currencies (US$) and realized
(losses) gains on transactions, net................................. (1,455,464) (53,857) 2,544,551
----------- ----------- -----------
(697,737) (4,023,784) (1,973,089)
=========== =========== ===========
</TABLE>
F-29
<PAGE>
23. OTHER INCOME, NET
Other income, net analyzed as follows:
<TABLE>
<CAPTION>
December 31,
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Charge relating to the early extinguishment of the Senior Notes - - (18,919)
Start-up costs relating to direct-to-home television - - (682,588)
Income from marketable securities - - 2,228,472
Other, net 19,206 9,851 2,080
----------- ----------- -----------
19,206 9,851 1,529,045
=========== =========== ===========
</TABLE>
24. 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 1997 and 1999. During 1998,
dividends of GRD 1,000,000 were declared and paid.
25. 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
------------
2000.................................................... 894,242
2001.................................................... 992,737
2002.................................................... 1,000,765
2003.................................................... 1,056,748
2004.................................................... 1,124,320
Thereafter.............................................. 21,389
------------
Total.............................................. 5,090,201
============
F-30
<PAGE>
The rental expense relating to long-term operating lease commitments
for office and studio space amounted to GRD 741,238, GRD 850,810 and GRD 880,571
in the years ended December 31, 1997, 1998 and 1999.
The Company has signed letters of guarantee for purchased licensed film
and sports rights amounting to GRD 1,411,451 and GRD 498,445 as of December 31,
1998 and 1999, respectively.
26. CONTINGENCIES
The Company is involved in various litigation in the normal course of
business, with claims totaling approximately GRD 4,818,114. The Company accrued
GRD 254,525 in 1998 and GRD 203,270 in 1999, 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 opinion of the Company's management and of the Company's legal advisor,
the Company will not be liable for such amounts and therefore an accrual has not
been made.
27. SEGMENT AND GEOGRAPHIC INFORMATION
Effective at year end 1998, Antenna adopted Statement of Financial
Accounting Standards No 131 (SFAS 131). Disclosures about Segments of an
Enterprise and Related information as the last quarter of 1998 was the first
time that the Company had reportable segments resulting from the acquisitions of
entities operating in different businesses. Prior to September 1998 the Company
had one reportable segment.
The Company's reportable segments are: Television, Radio, Pay
television, Journalism and Magazines. The accounting policies of the segments
are the same as those described in the summary of significant accounting
policies. Identifiable assets by segment are those assets that are used in the
operations of that business. Sales are attributed to countries based on selling
location.
Year ended December 31, 1998
<TABLE>
<CAPTION>
Pay Journalism
Television Radio Television School
--------------------------------------------------------------------------------------
Elimination of
Antenna Antenna Pacific Antenna related party
TV Radio Broadcast Spoudastiki revenue/expenses/ Total
(Greece) (Greece) (Australia) (Greece) assets consolidated
--------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Advertising revenue 28,685,478 602,462 -- -- -- 29,287,940
Related party sales 2,898,777 -- -- -- (285,803) 2,612,974
Other revenue 219,632 -- -- 147,352 -- 422,008
---------- ---------- ---------- ---------- ---------- ----------
Total revenues 31,803,887 602,462 55,024 147,352 (285,803) 32,322,922
Depreciation and amortization 600,265 13,262 11,635 2,910 -- 628,072
Amortization of programming costs 12,383,100 -- -- 12,383,100
Operating income 9,916,590 160,755 (85,788) 71,072 (169,004) 9,893,625
---------- ---------- ---------- ---------- ---------- ----------
Equity in net income in
unconsolidated affiliate 20,986 -- -- -- -- 20,986
Related party commission income 143,459 -- -- -- -- 143,459
</TABLE>
F-31
<PAGE>
<TABLE>
<CAPTION>
Pay Journalism
Television Radio Television School
--------------------------------------------------------------------------------------
Elimination of
Antenna Antenna Pacific Antenna related party
TV Radio Broadcast Spoudastiki revenue/expenses/ Total
(Greece) (Greece) (Australia) (Greece) assets consolidated
--------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest expense (income), net 2,846,445 2,820 9,113 (47) -- 2,858,331
Foreign exchange losses (gains),
net 4,027,652 17,051 (20,902) (17) -- 4,023,784
Other income (expense), net 21,280 (11,534) -- 105 -- 9,851
---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before tax 3,228,218 129,350 (73,999) 71,241 (169,004) 3,185,806
Net income (loss) 1,006,386 99,263 (73,999) 69,241 -- 1,100,891
Segment assets
Total assets at 31 December
1998.......................... 58,964,240 1,615,650 472,821 124,114 (936,528) 60,240,297
</TABLE>
F-32
<PAGE>
Year ended December 31, 1999
<TABLE>
<CAPTION>
Pay Journalism
Television Radio Television School
-------------------------------------------------------------------------------------------------
Elimination of
Antenna Antenna Pacific Antenna Dafni related party
TV Radio Broadcast Spoudastiki Communications revenue/expenses/ Total
(Greece) (Greece) (Australia) (Greece) (Greece) assets consolidated
-------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Advertising revenue 32,849,140 1,920,210 -- -- 357,056 -- 35,126,406
Related party sales 2,649,190 40,408 -- -- 104,698 (788,746) 2,005,550
Publication revenue -- -- -- -- 1,805,768 -- 1,805,768
Other revenue 201,248 4,163 294,506 336,205 6,275 -- 842,397
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total revenues 35,699,578 1,964,781 294,506 336,205 2,273,797 (788,746) 39,780,121
Depreciation and amortization 611,642 42,823 35,799 6,767 155,531 -- 852,561
Amortization of programming costs 12,095,871 -- -- -- -- -- 12,095,871
Operating income 13,637,351 511,974 68,378 30,681 445,235 (618,819) 14,074,802
---------- ---------- ---------- ---------- ---------- ---------- ----------
Equity in net income in
unconsolidated affiliate 24,680 -- -- -- -- -- 24,680
Related party commission income 434,534 -- -- -- -- -- 434,534
Interest expense, net 2,408,284 96,903 4,211 (36) 190,202 -- 2,699,564
Foreign exchange losses, net 1,613,678 163,918 195,306 187 -- -- 1,973,089
Other income (expense), net 1,460,613 11,474 -- -- (43,042) 100,000 1,529,045
Minority interest in profit of
unconsolidated subsidiary, net -- -- -- -- (58,119) -- (58,119)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before tax 11,535,216 262,627 (131,139) 30,530 153,872 (518,819) 11,332,289
Net income (loss) 6,648,129 181,344 (131,139) 19,127 118,611 (74,199) 6,761,953
Segment assets
Total assets at 31 December
1999 93,368,847 2,043,905 554,916 179,231 8,836,471 (13,363,886) 91,619,484
---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
F-33
<PAGE>
Information about geographic areas are as follows:
<TABLE>
<CAPTION>
December 31,
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Domestic....................................................... 24,139,618 30,393,515 37,924,215
International - related party.................................. 1,611,705 1,874,385 1,561,400
International - third parties.................................. -- 55,024 294,506
----------- ----------- -----------
25,751,323 32,322,922 39,780,121
=========== =========== ===========
</TABLE>
Year Ended 31 December 1999
<TABLE>
<CAPTION>
Journalism
Television Radio Pay Television School
-----------------------------------------------------------------------------------------------
Antenna Antenna Antenna Dafni
TV Radio Pacific Broadcast Spoudastiki Telecommunications Total
(Greece) (Greece) (Australia) (Greece) (Greece) consolidated
-----------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Long-lived assets:
Domestic 9,801,781 114,029 -- 21,751 2,486,544 12,424,105
==========
International -- -- 354,054 -- -- 354,054
</TABLE>
Year Ended 31 December 1998
<TABLE>
<CAPTION>
Television Radio Pay Television Journalism School
--------------------------------------------------------------------------------------
Antenna Antenna Antenna
TV Radio Pacific Broadcast Spoudastiki
(Greece) (Greece) (Australia) (Greece) Total consolidated
--------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Long-lived assets:
Domestic 9,295,864 139,892 -- 11,031 9,446,787
=========
International -- -- 389,852 -- 389,852
</TABLE>
F-34
<PAGE>
28. SUBSEQUENT EVENTS (Unaudited)
On February 7, 2000 Antenna TV acquired the 49% interest in Audiotex
from Legion International S.A., a Lagardere Group company, that it did not
already own for total consideration of GRD 55 million and an increase of the
royalty fees to Legion International S.A. from 7.5% to 12.0% of Audiotex's
annual revenue for 10 years. Based on the 1999 net revenues of Audiotex, the
royalty fee paid to Legion International S.A. computed at 7.5% of net revenues
was GRD 64.1 million ($ 0.2 million). If computed at 12.0% of net revenues, the
royalty payment would have been GRD 102.6 million ($ 0.3 million).
On February 24, 2000 the Company advanced GRD 3 billion ($ 9.2 million)
in exchange for the right to acquire a controlling interest in Macedonia TV, one
of the six Greek commercial TV broadcasters with a nationwide license. This
right gives Antenna the ability to acquire a 51% interest in Macedonia TV from
its three shareholders for a total consideration equal to the advance payment.
The Company may acquire this interest within the next three years, but may only
do so if and when Greek law permits a broadcaster and/or its shareholders to own
or control two licensed free to air television broadcast companies. If the
interest is not acquired, Antenna will be refunded all amounts paid and will be
granted a right of first refusal over any future transfers of the 51% interest.
On March 2, 2000, the Company entered into an agreement with MEAGA SA,
a Greek company which is listed on the Athens Stock Exchange, to acquire
approximately 70% of MEAGA, subject to the completion of due diligence by
Antenna and receipt of regulatory approvals and consents. In connection with
this transaction, MEAGA will sell its existing businesses to third party
purchasers and the proceeds will be applied to repay all outstanding
indebtedness of MEAGA. As a result, just prior to the acquisition, MEAGA will
have no assets or liabilities. In exchange for its interest in MEAGA, Antenna
will transfer 51% stakes in four of its subsidiaries, Antenna Radio, Antenna
Spoudastaki, Audiotex and Daphne, to MEAGA. Following the completion of the
acquisition, the assets and liabilities of MEAGA will be comprised of the
historical book values of the businesses contributed by Antenna. The
consolidated financial statements of Antenna TV will reflect a charge to
recognize the cost of the disposition of the interest transferred to the
minority shareholders and a corresponding recognition of a minority interest in
the consolidated balance sheet.
F-35
<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, 2000.
ANTENNA TV S.A.
By: /s/ Theodore Kyriakou
---------------------
Name: Theodore Kyriakou
Title: Executive Vice Chairman
and Managing Director
S-1
