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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark one)
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/ / 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
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For the fiscal year ended: March 31, 2000
OR
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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for the transition period from to
Commission file number 1-14917
MIH LIMITED
(Exact name of Registrant as specified in its charter)
BRITISH VIRGIN ISLANDS
(Jurisdiction of incorporation or organization)
ABBOT BUILDING
MOUNT STREET
TORTOLA
ROAD TOWN
BRITISH VIRGIN ISLANDS
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
None
(Title of Class)
Securities registered or to be registered pursuant to Section 12(g) of the Act.
CLASS A ORDINARY SHARES, $1.00 PAR VALUE PER SHARE
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
Class A Ordinary Shares: 22,464,456
Class B Ordinary Shares: 30,787,319
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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TABLE OF CONTENTS
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PART I
Item 1 Description of Business..................................... 5
Item 2 Description of Property..................................... 59
Item 3 Legal Proceedings........................................... 59
Item 4 Control of Registrant....................................... 60
Item 5 Nature of Trading Market.................................... 61
Exchange Controls and Other Limitations Affecting Security
Item 6 Holders................................................... 61
Item 7 Taxation.................................................... 62
Item 8 Selected Financial Data..................................... 62
Item 9 Management's Discussion and Analysis of Financial Condition 67
and Results of Operations.................................
Quantitative and Qualitative Disclosures About Market
Item 9A Risk...................................................... 82
Item 10 Directors and Officers of Registrant........................ 84
Item 11 Compensation of Directors and Officers...................... 86
Options to Purchase Securities from Registrant or
Item 12 Subsidiaries.............................................. 89
Item 13 Interest of Management in Certain Transactions.............. 89
PART II
Item 14 Description of Securities to be Registered.................. 91
PART III
Item 15 Defaults Upon Senior Securities............................. 91
Changes in Securities and Changes in Security for Registered
Item 16 Securities................................................ 91
PART IV
Item 17 Financial Statements........................................ 91
Item 18 Financial Statements........................................ 91
Item 19 Financial Statements and Exhibits........................... 91
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FORWARD-LOOKING STATEMENTS
This Annual Report contains "forward-looking statements" as defined in the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are subject to a number of risks and uncertainties, many of which are beyond our
control. Forward-looking statements are typically identified by the words
"believe", "expect", "anticipate", "intend", "estimate" and similar expressions.
All statements other than statements of historical facts contained in this
Annual Report, including, without limitation, the statements under "Item 1.
Description of Business", "Item 3. Legal Proceedings" and "Item 9. Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
located elsewhere herein regarding industry prospects and the Company's results
of operations or financial position are forward-looking statements. Actual
results could differ materially from those contemplated by these forward-
looking statements as a result of factors such as product and service
development, market acceptance risks, the impact of competitive products,
services and pricing, the result of current and future programming agreements
and regulatory relationships, the results of financing efforts, the pursuit and
consummation of certain acquisitions and developments regarding intellectual
property rights and litigation. In light of these risks and uncertainties, there
can be no assurance that the results and events contemplated by the forward-
looking information contained in this Annual Report will in fact transpire.
Investors are cautioned not to place undue reliance on these forward-looking
statements.
EXCHANGE RATE DATA
Our businesses utilize many functional currencies, principally South African
rand, Greek drachmae, Thai baht and U.S. dollars. For the convenience of the
reader, certain amounts contained in this Annual Report and not derived from the
Financial Statements (as defined herein) have been translated from various
functional currencies into U.S. dollars. These translated amounts should not be
construed as a representation that the functional currency amounts actually
represent such U.S. dollar amounts or could be, or could have been, converted
into U.S. dollars at the rates indicated below or at any other rate.
Translations appearing in this document of: (i) rand to dollars have been
conducted at a rate of $1.00 = ZAR6.54; (ii) drachmae to dollars have been
conducted at a rate of $1.00 = GRD349.75; and (iii) baht to dollars have been
conducted at a rate of $1.00 = Baht37.85. These rates of exchange reflect 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 as of
March 31, 2000.
CERTAIN DEFINITIONS
"ACQUIRED MIH BUSINESSES" means NetHold's pay-television businesses in
Africa, Cyprus, Greece and the Middle East acquired by the Company in the Canal+
Transaction, along with Irdeto.
"AMM" means Asia Multimedia Company Limited, a subsidiary of Telecom Asia.
"BAHT" means the Thai baht, the functional currency of the Kingdom of
Thailand.
"BENEFICIAL US HOLDERS" means assumed as a number of identified U.S.-based
shareholders and represented percentage of total share capital.
"CANAL+" means Canal Plus S.A., a leading pay-television operator in Europe.
"CANAL+ TRANSACTION" means the March 1997 transaction in which the Company
sold its interest in NetHold to Canal+ in exchange for a 5% equity interest in
Canal+ and all of NetHold's pay-television businesses in Africa, Cyprus, Greece
and the Middle East.
"CBSAT" means the China Broadcasting Film and Television Satellite Co. Ltd.
"CINEPLEX" means Cineplex Company Limited, the programming subsidiary of
UBC.
"CNE" means Cable Network Egypt, a terrestrial analog pay-television
operator in Egypt.
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"COMBINED STATEMENTS" means the Combined Financial Statements for the
Acquired MIH Businesses.
"COMPANY" means MIH Limited, together with its subsidiaries, joint ventures
and associates.
"CONSOLIDATED STATEMENTS" means the Consolidated Financial Statements of the
Company.
"DRACHMA(E)" or "GRD" means Greek drachma(e), the functional currency of
Greece.
"ERT" means Greek Radio Television S.A., the state-owned broadcasting entity
in Greece.
"FINANCIAL STATEMENTS" means the Combined Statements and the Consolidated
Statements.
"IAS" means international accounting standards issued by the International
Accounting Standards Committee.
"IBS" means the brand name of Mindport's proprietary customer care and
billing system.
"IRDETO" means our technology division other than OpenTV, comprising
principally Irdeto Access B.V. and Mindport Integrated Business Systems B.V.,
both wholly owned subsidiaries of Mindport B.V.
"JOHNNIC" means Johnnic (IOM) Limited, a current holder of 3.8% of the
Ordinary Shares.
"JSE" means the Johannesburg Stock Exchange.
"LUMIERE TELEVISION" means Lumiere Television Limited, a Cypriot investor
that is our minority partner in MultiChoice Cyprus.
"LUMIERE SERVICES" means Lumiere Services Limited, a Cypriot investor that
is our minority partner in NetMed Hellas.
"M-CELL" means M-Cell Limited, the investment holding company of a leading
cellular telephone provider in South Africa
"M-NET LTD." means Electronic Media Network Limited, the company that
produces the premium film channel carried by our pay-television services in
Africa.
"M-WEB HOLDINGS" means M-Web Holdings Limited, the leading Internet on-line
service provider in South Africa.
"M-WEB (THAILAND)" means M-Web (Thailand) Limited, the leading Internet
company in Thailand.
"MCOT" means the Mass Communications Organization of Thailand, one of the
two primary media regulators in Thailand.
"MEMORANDUM" and "ARTICLES" means the MIH Limited's Memorandum and Articles
of Association.
"MIH HOLDINGS" means MIH Holdings Limited, the indirect holder of all of the
Class B Ordinary Shares.
"MIH INVESTMENTS" means MIH Investments (Proprietary) Limited, the holder of
a majority of MIH Holdings' shares.
"MINDPORT" means Mindport B.V. and its subsidiaries together with OpenTV,
being our technology division.
"MTN" means Mobile Telephone Networks (Proprietary) Limited.
"MULTICHOICE AFRICA" means MultiChoice Africa (Proprietary) Limited.
"MULTICHOICE CYPRUS" means MultiChoice Cyprus Limited.
"MULTICHOICE EGYPT" means MultiChoice Egypt Limited.
"MULTICHOICE HELLAS" means MultiChoice Hellas S.A.
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"MULTICHOICE MIDDLE EAST HOLDINGS" means MultiChoice Middle East
Holdings Inc.
"MULTICHOICE MIDDLE EAST" means MultiChoice Middle East Inc.
"NASDAQ" means the Nasdaq National Market.
"NASPERS" means Naspers Limited, a JSE-listed company that owns all of the
voting stock of MIH Investments.
"NETHOLD" means NetHold B.V., the holding company through which the Company
held its interest in the Acquired MIH Businesses prior to the Canal+
Transaction.
"NETMED" means NetMed B.V. and its subsidiaries, the subsidiaries through
which we conduct our pay-television operations in Greece and Cyprus.
"NETMED HELLAS" means NetMed Hellas S.A.
"OPENTV" means OpenTV, Inc., our subsidiary that produces software for
interactive television.
"ORBICOM" means Orbicom (Proprietary) Limited.
"ORDINARY SHARES" means the Class A Ordinary Shares and the Class B Ordinary
Shares.
"PARTICIPANTS OF RECORD OF MIHL" means all registered shareholders.
"RTBA" means the Thai Radio and Television Broadcasting Act of BE 2498 (AD
1955).
"SABC" means the South African Broadcasting Corporation, the state-owned
broadcaster in South Africa.
"SECURITIES ACT" means the U.S. Securities Act of 1933.
"SG&A" means selling, general and administrative costs.
"SOUTH AFRICA" means the Republic of South Africa.
"SSIH" means SuperSport International Holdings Limited, the company that
produces the sports channels carried by our pay-television services in Africa.
"SUB-SAHARAN AFRICA" means countries in the sub-Saharan African region
excluding South Africa.
"TELECOM ASIA" means Telecom Holding Company Limited.
"THOMSON" means Thomson Consumer Electronics, Inc.
"TPS" means Television par Satellite, a digital satellite pay-television
operator in France.
"UBC" means United Broadcasting Corporation Public Company Limited, formerly
the International Broadcasting Corporation Public Company Limited, the Company's
Thailand joint venture.
"UBC CABLE" means UBC Cable Network Public Company Limited, a subsidiary of
UBC.
"UBC GROUP" means UBC and its subsidiaries.
"U.S. DOLLAR", "DOLLAR" or "$" means the United States dollar, the
functional currency of the United States of America.
"US GAAP" means generally accepted accounting principles in the United
States.
"ZAR" or "RAND" means South African rand, the functional currency of the
Republic of South Africa.
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PART 1
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS
OVERVIEW
From our origin as the leading provider of television services in South
Africa, we have grown into a multinational provider of television and Internet
platform services and pay-media and interactive technologies. Our operations are
divided into three principal business segments:
- television platforms;
- technology; and
- the Internet.
Through our subsidiaries and joint ventures, we now provide terrestrial and
cable analog, digital satellite and other pay-television services to over
2.0 million households in Africa, the Mediterranean and Asia. Our Mindport
technology division provides pay-media companies worldwide with proprietary
software solutions for subscriber management, conditional access and other
pay-media related services. Mindport is also a leading provider of interactive
television operating systems through OpenTV, the leading worldwide provider of
software that enables digital interactive television. We believe the Internet is
a natural extension of our core media-based competencies. We have expanded our
Internet business through investments in leading Internet operations in South
Africa and Thailand, and have recently begun investing in Internet operations in
China.
Based on our significant experience in providing pay-television services, we
have developed a comprehensive understanding of pay-media and other
subscriber-based businesses, particularly in the areas of subscriber management,
content aggregation and platform development. Through our strategic application
of these core competencies and our proven business model, we have grown to
become the leading provider of pay-television services in each of our markets.
By leveraging these abilities, we have expanded our operations to include new
services and products, with a focus on those relating to the Internet and
interactive television services.
OBJECTIVES AND STRATEGY
We seek to leverage our core media-based competencies in the areas of
content aggregation, subscriber management, platform development and marketing
and branding to create multimedia platforms in the markets we serve. In
particular, we hope to become a recognized multinational provider of a full
array of content and pay-media services over a variety of electronic platforms,
with a focus on the Internet and interactive television. We also seek to
strengthen our current position as a worldwide provider of pay-television
services and related technologies, and seek to become a leading supplier of
pay-media customer care products and services. Our key objectives are as
follows:
- DEVELOP INTERNET BUSINESSES IN ASIA. We aim to become the leading
Internet content and service provider in the areas we enter, particularly
in Asia, where we intend to focus on the markets in Southeast Asia and
China. We have already built up leading pay-television and Internet
positions in Thailand. We are capitalizing on the experience that we have
acquired through our Thai and South African Internet operations by
applying this knowledge to the development of our positions in China and
other countries in Southeast Asia. We have also done extensive
developmental work in many Asian markets in preparation for entering these
markets.
- EXPAND OUR INTERNET BUSINESSES IN AFRICA. By offering attractive content
and superior service, we intend to continue to grow M-Web Holdings as the
leading Internet service provider and content portal in South Africa. We
are also focusing on expanding our M-Web Holdings portals to take
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advantage of e-commerce opportunities and on leveraging our pay-television
infrastructure to develop ISP operations in other sub-Saharan nations
besides South Africa.
- CONTINUE TO BUILD OUR DIGITAL SUBSCRIBER BASE. We seek to continue to
expand our digital pay-television subscriber base, both by converting our
current analog customers to digital service and by gaining new digital
customers. We believe a large digital subscriber base will give us a
strong platform for developing e-commerce and "t-commerce" (e-commerce
through the television) revenue opportunities.
- CONTINUE TO DEVELOP LEADING TECHNOLOGIES. We have developed Mindport into
a leading technology company that develops and sells software and hardware
solutions supporting pay-media businesses worldwide. We plan to continue
to develop technologies, such as Mindport's IBS subscriber management
system, in a manner that permits them to be used by a variety of pay-media
businesses, including Internet service providers. We believe that Mindport
will continue to benefit from our experience as a pay-media operator as it
continues to build its technology base.
We intend to implement the following strategies in pursuing our objectives:
- CROSS-PROMOTION AND PLATFORM LEVERAGE. We believe that our leading
pay-television platforms place us in a strong position to leverage our
content aggregation and management expertise to new content delivery
platforms, such as the Internet, through cross-promotion. A good example
is the use of our pay-television channels in South Africa to cross-promote
our South African M-Web Internet operations. We plan to continue to use
this strategy of cross-promoting content as we expand our Internet
businesses in other target markets.
- LOCAL APPROACH. We have a proven track record of establishing businesses
in developing markets, such as Africa and Southeast Asia. We believe that
an important component of our success in these markets is our emphasis on
taking a local approach. This involves employing local partners and
management teams and incorporating linguistically and culturally tailored
local content in our service offerings. For example, we place great
emphasis on obtaining the rights to broadcast popular sporting events in
each of our pay-television markets, such as cricket and rugby in South
Africa, soccer in Greece and badminton in Thailand. Our strategy is to
continue to take a local approach to content as we expand our
pay-television and Internet businesses through, for example, the
development of local language search engines and local content portals.
- PROVIDE HIGH-QUALITY SERVICE. We view our business as primarily a service
business and, accordingly, place great emphasis on providing high-quality
customer service. We believe that this helps build customer loyalty and
reduce "churn", a term used to describe customer turnover. We seek to
achieve high-quality customer service by operating walk-in service centers
and utilizing computer systems equipped with Mindport's advanced IBS
subscriber management software, which allows customer service
representatives to quickly address subscriber concerns.
TELEVISION PLATFORMS
OVERVIEW
We operate our pay-television businesses in three major regions:
- the African continent (South Africa, sub-Saharan Africa, Egypt and the
Middle East);
- the Mediterranean (Greece and Cyprus); and
- Asia (Thailand and development operations based out of Beijing and Hong
Kong).
In each region we have focused on obtaining exclusive programming, continually
improving our customer care, and offering new services and technology such as
interactive television. Through the application of this strategy, we have
developed the leading pay-television service in each of our operating regions.
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Through our subsidiaries and joint ventures, we provide pay-television and
related services to over two million households in Africa, the Mediterranean and
Asia. Our services are primarily provided through wireless technology, mainly
terrestrial analog and digital transmission, with some subscribers in Thailand
receiving programming through cable-based systems. Our pay-television businesses
were generally started as single-channel analog services. The expansion and
development of these analog services has provided us with the market presence
and subscriber base to launch multi-channel digital and interactive television
services.
The following table sets forth the services offered and subscriber numbers
for our pay-television subsidiaries and joint ventures by region and service:
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SUBSCRIBERS AS OF
LAUNCH DATE SERVICE MARCH 31, 2000
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AFRICA
South Africa..................... 1986 M-Net (analog) 687,174
1995 DStv (digital) 400,708
Sub-Saharan Africa............... 1991 M-Net (analog) 38,819
1996 DStv (digital) 115,343
Egypt and Middle East............ various Subscriber management(1) 140,135
MEDITERRANEAN
Cyprus........................... 1993/1997 LTV/Alfa (analog) 43,172
Greece........................... 1994/1996/1997 FilmNet/SuperSport/
K-TV (analog) 288,438
1999 Nova (digital)(2) 18,462
ASIA
Thailand......................... 1995 UBC Cable (analog) 146,859
1995 UBC Satellite (digital) 186,536
</TABLE>
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(1) Television platforms operated by third parties.
(2) Our Greek digital platform was launched on December 16, 1999. See
"--Television--Mediterranean".
Programming
On each of our pay-television platforms, we offer a group of channels, or
"bouquet", that is designed to be attractive to different members of a viewing
household. We generally market our analog service as a premium package with
broad market appeal, and position our digital service as an upscale service with
greater choice. By targeting the digital and analog services at different market
segments, we hope to spur total subscriber growth. We believe that segmenting
our product line in this way helps us to maximize the size of our addressable
market, while also encouraging analog subscribers to upgrade to the higher-end
digital service. We expect significant growth in our digital subscriber base
over time, due to customers who upgrade from analog as well as new customers.
In most of our markets, we have exclusive pay-television rights to transmit
premium movies, major sporting events and popular children's programming. We
operate channels in most of our markets with exclusive rights to premier movies,
including programming from such studios as Disney, Columbia Tristar/ Sony,
Warner Brothers, Fox, MCA/Universal, MGM, Paramount and DreamWorks. In several
regions, we provide a sports channel, SuperSport, that has exclusive rights to
show popular sports in that region. We have also developed a proprietary
channel, K-TV, which televises exclusive children's programming. In addition, on
both our movie and children's channels, we frequently provide local programming
as well as programs produced elsewhere and dubbed or subtitled into the local
language. On our digital platforms,
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these primary channels are supplemented by major international channels and/or
the local market television networks. We believe that access to this programming
content allows us to attract and retain subscribers, and enables us to grow our
pay-media services.
While we are the leading provider of television services in each of the
markets we serve, our pay-television platforms face competition from other forms
of entertainment, such as locally-available public and private free-to-air
television stations, live music and sports events, movie theaters and, to the
extent they are offered, small, localized pay-television and Internet
operations. We believe that our high-quality, exclusive programming appeals to a
broader market and differentiates us from our competitors. We also believe that
the comprehensive packages we offer attract new subscribers, enhance subscriber
loyalty and help to reduce churn. As long as we maintain a leading position in
each of our markets, we believe that we will be in a strong position to continue
to acquire programming rights on favorable terms.
Technology
We believe that our core competency in technology, drawn in large part from
our Mindport division, is another important component of our pay-television
business and a key strategic advantage. We develop and use the latest available
technologies and were one of the first pay-television companies in the world to
provide digital satellite service, which we now provide in each of our operating
regions. Following the successful introduction of digital services, we are
currently introducing interactive services on our digital platforms. Today,
these interactive services consist of electronic program guides. In the future,
we anticipate introducing enhanced services in our major markets, such as
pull-down menus, e-mail, gaming and home shopping, which have the potential for
generating significant additional revenue sources, including e-commerce
revenues, and generally higher margins. We believe that our Mindport division
gives us great support and insight into the latest developments and enhancements
of pay-media technologies.
Customer Care
Because our business is primarily a service business, we place great
emphasis on customer care. We are installing Mindport's proprietary customer
care and billing system, IBS, throughout our pay-television regions. IBS
provides advanced billing capabilities for pay-television operators and allows
customer specific information to be accessed and manipulated quickly by customer
service representatives. We believe that IBS will result in greater customer
satisfaction and improved customer relationship management. In many of our
regions, we operate advanced call centers that also serve to increase customer
satisfaction. We strive to continually improve these operations in order to
ensure that we are perceived as a customer friendly organization.
Marketing and Subscriber Management
Throughout our operations, we conduct market research on an ongoing basis to
ensure that we continue to offer our subscribers a line-up of attractive
programming. To attract additional subscribers, we run promotions from time to
time, such as subsidizing the purchase price of set-top boxes, which are the
devices used to receive and decode subscription television services for display
on television sets.
Our customers are billed monthly through our IBS system. Generally,
subscribers who fail to pay their bills by their monthly billing date are
disconnected automatically and may be charged a fee for reconnection.
Growth
We have experienced significant growth in the number of our subscribers,
revenue per subscriber and total pay-television revenue. From the fiscal year
ended March 31, 1996 to March 31, 2000, we increased our number of subscribers
under management from 1,137,167 to 2,065,646. Over the same period, our
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digital subscribers as a percentage of our total subscribers increased from 2.0%
to 41.1%, which significantly impacted our revenue per subscriber as digital
subscription fees are approximately two-thirds higher than analog fees. As a
result, we have increased our monthly revenue per subscriber, excluding Asia and
the Middle East, which are not consolidated, by 9.0% annually, from $18.63 for
the fiscal year ended March 31, 1996 to $26.34 for the fiscal year ended
March 31, 2000. Over the same period, subscription revenues increased 21.5%
annually, from $233.3 million to $508.9 million.
The following table shows the growth of subscribers in each of our markets:
<TABLE>
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MARCH 31,
----------------------------------------------------
2000 1999 1998 1997 1996 CAGR(1)
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SUBSCRIBERS (THOUSANDS):
AFRICA
South Africa..................................... 1,088 1,073 1,054 1,008 943 3.6%
Sub-Saharan Africa............................... 155 140 109 104 73 20.5
Egypt............................................ 46 30 18 13 9 50.4
Middle East...................................... 94 62 27 15 -- 84.4
------ ------ ------ ------ ------
Total Africa................................... 1,383 1,305 1,208 1,140 1,025 7.8
------ ------ ------ ------ ------
MEDITERRANEAN
Greece........................................... 307 316 254 204 101 32.0
Cyprus........................................... 43 35 31 26 11 40.6
------ ------ ------ ------ ------
Total Mediterranean(2)......................... 350 351 285 230 112 33.0
------ ------ ------ ------ ------
ASIA
Thailand(4)...................................... 333 300 313 253 130 26.5
------ ------ ------ ------ ------
Total Subscribers.................................. 2,066 1,956 1,806 1,623 1,267 13.0
====== ====== ====== ====== ======
Average monthly revenue per subscriber(3).......... $26.34 $24.11 $23.90 $21.10 $18.63 9.0
</TABLE>
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(1) Compounded annual growth rate calculated from March 31, 1996 until
March 31, 2000.
(2) Our subscriber numbers in the Greek market during the twelve months ended
March 31, 2000 were adversely affected by the earthquake that struck Greece
in the summer of 1999, which resulted in a 3-week delay in the start of the
Greek soccer season. In addition, our Greek subscriber numbers at March 31,
2000 reflect our policy change, effective as of September 30, 1999, of
moving the disconnect date for subscribers whose billing is in arrears
forward by one day from the first day of the month to the last day of the
previous month. Without giving effect to this policy change, our Greek
subscriber numbers at March 31, 2000 would have been 332,117.
(3) Excluding our Asian and Middle East operations because these revenues are
not consolidated on our income statements. Total subscribers from
consolidated operations were 1.638 million, 1.594 million, 1.466 million and
1.355 million as of March 31, for 2000, 1999, 1998 and 1997, respectively.
(4) Acquired operations in Thailand in March 1997.
As of March 31, 2000, our pay-television operations had 848,084 digital
subscribers, as compared to 586,307 digital subscribers as of March 31, 1999.
This represents digital subscriber growth of 261,777, or 44.6%.
AFRICA
We offer terrestrial analog and digital satellite pay-television services in
Africa through our wholly owned subsidiary, MultiChoice Africa, which has
operations in both South Africa and other Sub-Saharan African nations besides
South Africa ("Sub-Saharan Africa").
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South Africa
PRODUCTS. MultiChoice Africa's analog service, which began in 1986,
transmits the M-Net channels, which provide a combination of first-run movies,
sporting events and children's programming along with some original and imported
series. MultiChoice Africa transmits its analog signal 24 hours each day,
including two hours of unencrypted programming. MultiChoice Africa's digital
service, which began in 1995 under the brand name "DStv", is transmitted
24 hours each day over 48 video channels and 49 audio channels. DStv, which
offers significantly more specialized channels than our analog service, provides
movies, sports, general entertainment, children's programming, local stations
and international news, among other channels. Some of the major video channels
offered by DStv are movie channels such as The Movie Magic Channel, Hallmark
Entertainment Network, and TNT Classic Movies; news channels such as BBC World,
CNN International, CNBC, Sky News, and Bloomberg Television; sports channels
such as SuperSport, SuperSport 2, SuperSport International, and ESPN;
infotainment channels such as the Discovery Channel, Travel Channel, and
National Geographic Channel; children's programming such as the K-TV Channel and
the Cartoon Network; and music channels such as VH1 and MTV Europe.
Several of the M-Net channels broadcast exclusive programming. For example,
M-Net Ltd., which provides the M-Net and The Movie Magic Channel digital
channels, has exclusive rights to the South African pay-television broadcast, at
least a year in advance of the free-to-air television premiere, of most
Hollywood movies. M-Net Ltd. has output deals for movies with all the major
Hollywood movie studios, including Disney, Columbia Tristar/Sony, Warner
Brothers, Fox, MCA/Universal, Paramount, MGM and DreamWorks. Similarly, SSIH,
which provides sports programming for the M-Net channel and the SuperSport
channels for MultiChoice Africa's digital and analog platforms, has the
exclusive right to broadcast the South African cricket and rugby league matches
and major international cricket and rugby events. Cricket and rugby are two of
the most popular sports in South Africa. SuperSport also has the exclusive right
to broadcast the English, Italian, German and French soccer leagues, all four
major professional golf tournaments and the United States and European PGA
tours, and three of the four major professional tennis tournaments.
MultiChoice Africa has signed ten-year channel agreements with both
M-Net Ltd. and SSIH. Payments under these contracts are calculated on a per
subscriber basis and are subject to annual price escalations. See "Item 13.
Interest of Management in Certain Transactions--Channel Distribution
Arrangements".
We are now beginning to offer interactive television services on DStv. These
services currently consist of electronic programming guides that allow all
digital subscribers to access detailed information about available programming.
On March 1, 2000, we launched near-interactive push applications. These consist
of a weather channel, a games channel, a mosaic channel, an astrology channel
and a top 10 Internet pages channel. In February 2001, we intend to offer
two-way interactive services such as gaming, home shopping and home banking. In
providing these services, we will use software platforms developed and provided
by OpenTV, part of our Mindport division. We believe interactive television will
become a substantial new phase in our business development and has the potential
to provide us with significant new sources of revenue at higher margins and to
fuel subscriber growth.
OPPORTUNITY. As of March 31, 2000, MultiChoice Africa had 687,174
subscribers to its analog service and 400,708 subscribers to its digital service
in South Africa, a total of approximately 20% of South Africa's television
market. South Africa is Africa's largest economy, with a population of over
40 million people, and is Africa's third largest television market with over
5.5 million colour TV households in 1999. A substantial portion of television
households have sufficient disposable income to regularly purchase our services.
We believe that the number of television households will continue to grow as
nationwide efforts to provide economic empowerment to previously disadvantaged
groups begin to take effect. We also believe that our digital subscriber base
will continue to grow as expanded interactive services become available on our
digital platform.
10
<PAGE>
We believe that there is potential for growth in MultiChoice Africa's
digital platform business due to a number of additional factors, including:
- the nationwide coverage provided by our digital platform, which allows us
to reach new customers who are not able to receive our analog
transmissions;
- a significantly enhanced bouquet that provides broader appeal to
households that do not currently subscribe to the dual-channel analog
service; and
- renewed product promotions that have proven successful in the past to
drive subscriber growth, such as our successful promotions in which the
price of the equipment for digital service is reduced.
MARKETING AND SUBSCRIBER MANAGEMENT. The majority of growth in our digital
subscriber base has come from customers who upgrade from analog with additional
growth coming from new, rural subscribers currently unable to receive the analog
service.
We transmit our analog service unencrypted for two hours every day. We use
these transmissions as a promotional vehicle to increase subscriber numbers and
advertise our digital service, and as a mechanism to fulfil public service
obligations. We believe that these unencrypted transmissions have been
instrumental in achieving our subscriber growth and establishing a strong brand
identity.
We service our subscriber base through our customer care and billing centers
in Johannesburg, Durban and Cape Town. Each customer center uses Mindport's IBS
subscriber management system. These centers provide customers with local walk-in
and telephone service and also perform backup services for the other centers in
times of heavy call volume. We also conduct telemarketing from these centers in
order to solicit new subscriptions.
PRICING AND BILLING. The following table sets forth certain pricing
information for our South African businesses:
<TABLE>
<CAPTION>
EQUIPMENT PRICE(1)
SUBSCRIBERS -----------------------------------------
(THOUSANDS) MONTHLY
------------------------------ SUBSCRIPTION MONTHLY
MARCH 31, PRICE PURCHASE LEASE(2)
------------------------------ ------------------- ------------------- -------------------
2000 1999 1998 ZAR(3) $ ZAR $ ZAR $
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Analog......................... 687 802 896 160 24.58 799 122.73 25.90 3.98
Digital........................ 400 271 158 270 41.47 2,999 460.68 59.00 9.06
</TABLE>
------------------------
(1) Includes price of satellite receiver in the case of digital service.
(2) The amount of monthly payment under optional instalment purchasing plans for
equipment, which are typically five years in length and require a deposit of
ZAR250 ($38.40) for digital equipment and ZAR90 ($13.82) for analog
equipment.
(3) The digital price increased to ZAR 280 ($43.00) from August 1, 2000.
MultiChoice Africa bills its subscribers monthly, in advance, in South
African rand. During the year ended March 31, 2000, MultiChoice Africa
experienced an average monthly net churn (net churn is the percentage of
customers who terminate their subscription in a given period minus the number of
former customers who reconnect in that period) of approximately 1.5% on its
analog subscriber base and less than 0.4% on its digital subscriber base. To
date, we have not experienced significant customer disconnections as a result of
increases in the price of our services.
COMPETITION. Our digital and analog platforms are currently the only
pay-television services provided in South Africa. MultiChoice Africa competes
directly with the four free-to-air television channels in South Africa (which
are carried on our digital bouquet) and indirectly with live sporting events,
motion picture theaters, the Internet and other forms of entertainment. DStv's
offering of 48 distinct video channels is several times greater than all of the
competing free-to-air television channels in South Africa combined.
11
<PAGE>
Another operator that currently provides a free, unencrypted analog service has
announced an intention to provide a digital service that may be subscription
based.
TRANSMISSION. The transmission of MultiChoice Africa's analog and digital
services is conducted by Orbicom. These services, including technical support,
are, and will continue to be, provided by Orbicom at cost until March 31, 2001.
After that date, MultiChoice Africa may elect to renew all or part of the
services provided by Orbicom on an at cost basis. MultiChoice Africa can elect
to extend this agreement in respect of all or any part of Orbicom's services,
for consecutive twelve-month periods by giving Orbicom six months' advance
notice. Although Orbicom has the right to terminate the agreement on two years
written notice to MultiChoice Africa, such notice may not be given for a minimum
period of two years from the effective date of our and our parent company's sale
of Orbicom, which was April 1, 1999. In addition, the termination will not take
effect unless and until MultiChoice Africa holds the requisite license necessary
for it to carry out the Orbicom services itself.
The analog service is sent to transmission towers either terrestrially over
fiber optic cables or microwave links, or via satellite. The towers transmit the
signal to our customers' homes, where it is received by an antenna and decrypted
by a set-top box. The digital satellite signal is transmitted by a Panamsat
satellite situated over the east coast of Africa. We lease 7 Ku-band
transponders on this satellite, and our uplink facilities are provided by
Orbicom (Ku-band refers to a frequency range used for satellite downlink
transmissions that falls within the 12 to 14 GHz range of the electromagnetic
spectrum, allowing use of 27 inch (or 90 cm) or smaller ground dishes). Our
digital customers receive the signal from this satellite using a 90 cm satellite
dish located on or near their homes. MultiChoice Africa utilizes the Irdeto
Access encryption and decoder technology provided by our Mindport division for
both its analog and digital platforms.
Sub-Saharan Africa
PRODUCTS. We offer terrestrial analog and digital satellite pay-television
services to Sub-Saharan Africa through MultiChoice Africa and various
subsidiaries, joint ventures and agents. We offer many of the same premium
channels in Sub-Saharan Africa as in South Africa, including those broadcasting
exclusive premium films and popular sports. Our analog service transmits a
customized M-Net channel, which features exclusive movies and sports and other
programming, to 8 African nations through subsidiaries and joint ventures. Our
digital service features 6 audio channels and 30 video channels, including the
customized M-Net channel and many major international network channels,
transmitted to
12
<PAGE>
more than 40 countries in Sub-Saharan Africa. The following table as of
March 31, 2000 provides information about the primary Sub-Saharan African
nations in which we conduct business:
<TABLE>
<CAPTION>
ANALOG
TOTAL TV BUSINESS
POPULATION HOUSEHOLDS ANALOG DIGITAL TOTAL TOTAL OWNERSHIP START
MARKET (MILLIONS) (THOUSANDS) SUBSCRIBERS SUBSCRIBERS SUBSCRIBERS PENETRATION INTEREST(1) DATE
------ ---------- ----------- ----------- ----------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nigeria.............. 111.3 10,000 5,755 21,647 27,402 0.2% 91% 1994
Tanzania............. 29.1 466 723 4,520 5,243 1.0 100 1997
Kenya................ 30.0 823 2,998 8,516 11,514 1.4 51 1995
Uganda............... 19.2 200 1,822 2,437 4,259 2.2 75 1995
Ghana................ 17.1 274 3,488 2,667 6,155 2.4 50 1993
Zimbabwe............. 12.7 342 120 23,181 23,301 6.7 N/A N/A
Angola............... 11.2 571 -- 6,545 6,545 1.1 N/A N/A
Malawi............... 9.5 * 1,529 6,380 7,909 N/A N/A N/A
Zambia............... 9.2 589 5,632 5,095 10,727 1.7 51 1995
Namibia.............. 2.0 109 16,768 14,585 31,353 29.0 49 1992
Botswana............. 1.5 35 296 11,001 11,297 34.1 50 1993
</TABLE>
------------------------
(1) Ownership of digital is 100%.
* Insufficient data.
OPPORTUNITY. As of March 31, 2000, MultiChoice Africa and its subsidiaries
and joint ventures had 38,819 Sub-Saharan African subscribers to its terrestrial
analog service and 115,343 Sub-Saharan African subscribers to its DStv digital
satellite service. Although the current number of subscribers in Sub-Saharan
Africa is a small portion of our overall base and recent political and economic
instability in the region could delay the realization of the market's full
potential, we expect significant subscriber growth in this market to the extent
economic demographics improve. In addition, we expect the continuing rollout of
our digital service and promotions, including set-top box subsidies, to further
drive subscriber growth.
MARKETING AND SUBSCRIBER MANAGEMENT. We actively market our services in the
region through local affiliates and agents. Our efforts are focused on the major
cities in each of the countries we serve because we believe that households in
these major metropolitan areas are more likely to be able to afford our services
than many rural households. In addition, we believe that given the size of the
urban population and the percentage of urban households that own colour
televisions, there is significant opportunity to increase our subscriber base in
these areas. As in South Africa, we believe that targeting our digital and
analog services to different economic demographics will increase our overall
subscriber base and, over time, encourage analog subscribers to upgrade to the
digital service.
PRICING AND BILLING. The following table sets forth certain pricing
information for our Sub-Saharan African businesses:
<TABLE>
<CAPTION>
SUBSCRIBERS
(THOUSANDS)
------------------------------- MONTHLY
MARCH 31, SUBSCRIPTION EQUIPMENT
2000 1999 1998 PRICE(1) PRICE(2)
-------- --------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Analog............................................ 39 54 60 $30.00 $150
Digital........................................... 116 86 49 52.50 700
</TABLE>
------------------------
(1) Represents the average price across all of our Sub-Saharan African
businesses.
(2) Includes the price of the satellite receiver in the case of digital service.
In each Sub-Saharan African nation, we generally bill our customers in U.S.
dollars or dollar equivalents. During the year ended March 31, 2000, our
Sub-Saharan African operations experienced an
13
<PAGE>
average monthly net churn of approximately 1.6% on the analog subscriber base
and approximately 0.2% on the digital subscriber base. To date, we have not
experienced significant customer disconnections as a result of increases in the
price of our services.
COMPETITION. We are the leading provider of pay-television services in
Sub-Saharan Africa. In the countries in which we broadcast, however, there are
numerous public and private free-to-air television stations, as well as small,
localized pay-television operations. We believe that our wide selection of high
quality, exclusive programming, distributed both terrestrially and on DStv,
appeals to the broader African market and differentiates us from other
broadcasters.
TRANSMISSION. We deliver analog services terrestrially to Sub-Saharan
Africa by transmitting our programming signal by satellite to local receiving
stations in 9 countries. These stations are generally owned in partnership with
a local partner or franchisee in each country. These stations relay the signal
to a broadcast tower that transmits it as a standard encrypted television
signal. As that signal is received by a customer, a decoder in a set-top box
decrypts the signal and provides it to the customer's television.
Our digital service is transmitted direct-to-home, or DTH, on a C-band
satellite transponder (C-band refers to the frequency range of the
electromagnetic spectrum used heavily for satellite transmission, having an
uplink frequency at 6 GHz and a downlink frequency at 4 GHz). Customers receive
these signals on a satellite dish mounted on or near their homes. The signal is
then descrambled and decompressed for viewing using a conditional access system,
set-top box and smart cards designed by Mindport. Smart cards are credit
card-sized devices that have embedded processors that provide entitlement
functions and store decryption keys and digital signatures. The smart cards are
inserted in a set-top box to gain access to encrypted programming.
Egypt and the Middle East
We provide customer service, subscriber management and customer billing
services to third-party pay-television broadcasters in Egypt and other
Middle-Eastern nations. We provide these services for the Showtime and Firstnet
digital satellite platforms. In Egypt, we also provide these services to
CableNetwork Egypt for its terrestrial analog service. As of March 31, 2000,
there were 140,135 subscribers in these countries.
Under our arrangements with Arab Radio & TV and Gulf DTH, we collect
revenues from their subscribers. We remit a percentage of these revenues to the
broadcasters and keep the remainder as compensation for our services.
MEDITERRANEAN
Greece and Cyprus
PRODUCTS We offer terrestrial analog and digital satellite pay-television
services in Greece and terrestrial analog service in Cyprus through our
subsidiary, NetMed. NetMed began broadcasting its analog service in 1994 and
began offering digital satellite service in Greece in December 1999 after
successfully concluding a concession agreement required by the terms of the
digital transmission license it received from the Greek government.
NetMed's Greek analog service consists of three channels, FilmNet,
SuperSport and K-TV, transmitted over two analog frequencies. FilmNet provides a
combination of exclusive, first-run movies, along with some original and
imported series. SuperSport features exclusive sporting events, including Greek
league soccer and basketball, the two most popular sports in Greece. K-TV offers
a wide range of exclusive children's programming. Customers have the option of
subscribing to FilmNet, SuperSport or to both services. Customers who subscribe
to both also receive K-TV as a bonus channel, which is currently the only way to
receive K-TV. NetMed's Greek digital service, Nova, includes 19 video, 3 radio
and 5 audio channels, including film, sports and children's channels, as well as
popular international channels and
14
<PAGE>
several of the national Greek free-to-air networks. In September, 4 more video
channels and interactive television services will be added to the bouquet.
In Cyprus, our analog platform broadcasts two third-party channels, LTV and
Alfa. LTV is produced by Lumiere Television, a Cypriot media company, and Alfa
is produced by Alfa TV, a Cypriot pay-television company. Each channel shows a
variety of programming, including exclusive films and sports.
NetMed Hellas has the exclusive right to the pay-television broadcast, at
least a year in advance of their free-to-air premiere, of most Hollywood movies.
It has output deals for movies with all the major Hollywood movie studios,
including Columbia Tristar/Sony, Warner Brothers, Fox, MCA/Universal, Paramount,
DreamWorks, Disney and MGM. Under these contracts, NetMed Hellas makes payments
on a per subscriber basis. NetMed Hellas also holds the exclusive rights to
broadcast Greek league soccer and to 11 of the 14 Greek league basketball teams.
Under NetMed Hellas' contract with the Greek soccer league, NetMed currently
broadcasts three live matches each week and then sells the matches for delayed
rebroadcast on free-to-air television. NetMed Hellas has a contract with the
Greek basketball league for 9 teams in addition to individual contracts with 2
teams pursuant to which NetMed televises five live matches each week. In
addition, SuperSport has exclusive rights for the Greek football Cup for
4 years. In connection with NetMed's purchase of an interest in the Greek
football club PAE AEK, AEK has entered into a long-term contract for Greek
domestic league television rights with NetMed that will become effective at the
end of the current league contract in 2001.
OPPORTUNITY. As of March 31, 2000, NetMed had 306,900 subscribers in Greece
and 43,172 subscribers in Cyprus. Greece has a population of approximately
10.5 million people and approximately 3.2 million television households, giving
NetMed's pay-television services a market penetration of approximately 9% of
television households. The market penetration for pay-television in Greece is
much lower than the average of 38% for cable and satellite penetration in the
European Union ("EU") countries. However, in 1998, average daily viewing time in
Greece was 220 minutes, compared to an average of 191 minutes in the EU as a
whole. We believe that the potential market growth in Greece arises from the
large Greek appetite for television and its comparatively low rates of market
penetration. We also believe that the recent launch of our Nova digital platform
will be a significant source of new subscribers.
MARKETING AND SUBSCRIBER MANAGEMENT. We believe that our ability to attract
and retain subscribers in Greece and Cyprus depends on the ability of NetMed
Hellas to retain its rights to exclusive programming. NetMed will market its
recently launched digital service as an upscale alternative to the premium
analog package, and we expect the majority of our digital growth to come from
subscribers that upgrade from the analog service. We also expect to achieve net
digital subscriber growth, as our territorial coverage has expanded from 70% of
Greek households with our analog system to 100% of Greek households with our
digital service.
The broadcast television business in Greece tends to be seasonal, with a
significant decrease in viewership occurring in the summer, when Greeks
traditionally enjoy outdoor activities and travel, and when the soccer and
basketball seasons have ended. As a result, we have experienced subscriber churn
in the summer, but we are aggressively implementing new programs designed to
promote year-long subscriptions. For example, we are pursuing programs that
apply a discount to the price of a set-top box in conjunction with a
subscription over a consecutive number of summer months.
NetMed provides customer service through customer care and billing centers
in Athens and Salonica in Greece and Nicosia, Larnaca and Limassol in Cyprus.
These centers utilize Mindport's IBS subscriber management system.
15
<PAGE>
PRICING AND BILLING. The following table sets forth certain pricing
information for our Mediterranean businesses:
<TABLE>
<CAPTION>
SUBSCRIBERS EQUIPMENT PRICE(1)
(THOUSANDS) -----------------------------------------
-------------------------------- MONTHLY MONTHLY
MARCH 31, SUBSCRIPTION PRICE TOTAL LEASE(2)
-------------------------------- --------------------- ------------------- -------------------
2000 1999 1998 GRD $ GRD $ GRD $
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GREECE
Analog................... 288 316 254 11,200(3) 31.87 55,500 157.94 N/A --
Digital.................. 18(4) N/A N/A 15,500 44.11 149,000 424.02 N/A --
CYPRUS
Analog................... 43 35 31 10,718(5) 30.50 66,169 188.30 N/A --
</TABLE>
------------------------
(1) Includes the price of the satellite receiver in the case of digital service.
(2) The estimated amount of monthly payments under optional, three-year
instalment purchasing plans for equipment.
(3) Price for both FilmNet and SuperSport. Separately, FilmNet costs GRD7,500
($21.34) and SuperSport costs GRD9,100 ($25.90).
(4) Our Greek digital platform was launched on December 16, 1999.
(5) Price for both LTV and Alfa together. Separately, each costs GRD8,944
($25.45).
NetMed bills its subscribers monthly in Greek drachmae. During the period
ended March 31, 2000, NetMed experienced a monthly net churn of approximately
2.1% on its total subscriber base. Net churn, which is heaviest in the summer
months of May, June and July averaged approximately 5.1% in 1999. To date, we
have not experienced significant customer disconnections as a result of
increases in the price of our services.
COMPETITION. NetMed competes directly with free-to-air broadcast channels
in Greece and Cyprus. There are currently a number of free-to-air channels in
Greece and Cyprus, including national Greek networks (such as Mega, Antenna,
Alpha and Star) and four national Cypriot networks (Cyprus Broadcasting Corp.,
Sigma, Mega and Antenna). In addition, Hellenic Telecommunications Organization
SA recently announced that it will join Greece's state-run television network,
ERT, and Alpha Digital Synthesis SA to start a digital pay-television company
that will start operating within the next few months. There is press speculation
that the OTE initiative will not launch this year. The new Greek media law
allows multiple licenses to be granted for pay-television platforms, but we are
aware of only two other entities, Intersat SA and Alpha SA, that have applied
for such a license. The National Radio and Television Council of Greece has not
yet processed Alpha SA's request. Intersat SA has received the necessary
National Radio and Television Council approval, but has not yet concluded the
concession agreement with the Greek government that is necessary for it to begin
operations.
We believe our analog service is an attractive alternative due to its
comparatively clean frequencies and uncluttered channels. NetMed's Nova digital
satellite service has clear signal coverage throughout Greece, which is
difficult to replicate using terrestrial broadcasts due to the mountainous
terrain and remote islands found there.
TRANSMISSION. NetMed transmits its analog service through a network of 58
terrestrial transmission sites across Greece. Its analog network currently
covers approximately 70% of the Greek population. NetMed owns and operates 26 of
the 58 sites, including the two major transmission sites in Athens and Salonica,
which together cover approximately 60% of the population. NetMed distributes its
analog signal to the regional transmission sites over Eutelsat's Hot Bird 2
satellite. The remaining regional transmission sites are owned and operated on
our behalf by local business partners, who often also own distribution
16
<PAGE>
outlets where NetMed's set-top boxes are sold. In Cyprus, the terrestrial analog
network, which is owned by Lumiere Television and Alfa TV, consists of
transmission sites that together provide coverage of 77% of Cypriot television
households. Our Greek Nova digital satellite service, which covers 100% of the
Greek population, is transmitted off Eutelsat's Hot Bird 2 and Hot Bird 3
satellites to 60 cm satellite dishes mounted on customers' homes.
In encrypting and decoding its signal, NetMed uses conditional access
technology licensed from Mindport.
ASIA
We have a joint venture interest in UBC, the leading pay-television provider
in Thailand. Through a series of transactions beginning in 1997, we now own
31.1% of UBC. The agreements governing this joint venture grant us certain
management rights, including the right to appoint the chief operating officer.
We view the UBC venture as a model for possible future ventures in Asian
countries and plan to draw upon our experiences in Thailand in structuring our
other investments in the region.
Following our 1997 acquisition of an equity interest in UBC, we have
attempted to reposition UBC for long-term growth through the merger, entered
into in February 1998 and effective in May 1998, of UBC with Telecom Asia's
interest in UBC Cable, a leading provider of cable television services in
Thailand. This merger combined the two largest pay-television companies in
Thailand. We believe that the UBC group has been able to derive significant
benefits from this merger, including a more coordinated and focused marketing
strategy and the ability to streamline its workforce. This strategy has included
coordinating the analog and digital bouquets and implementing a new pricing
plan. We believe the long-term effect of these changes will be to increase
subscriber growth and UBC's revenues and profitability.
Thailand
PRODUCTS. We offer digital satellite and analog pay-television services in
Thailand through UBC. UBC's digital satellite and analog cable services both
provide the same 40 channels, including proprietary channels showing movies and
sports, major international channels and six major free-to-air networks, in
addition to seven educational channels. Channels shown on UBC's pay-television
systems include UBC Movies and UBC Asian Movies, which show first-run and repeat
films, UBC Kids, UBC Series, UBC News, UBC X-Zyte, SuperSport and SuperSport
Gold, which show programming tailored for Thai audiences, including favorite
local sports such as takraw and badminton, along with exclusive major
international events, such as English Premier League soccer. Some of the other
major channels offered by UBC are movie channels such as HBO, Cinemax, Star
Movies and TNT Classic Movies; news channels such as CNN, BBC and CNBC;
children's programs such as the Cartoon Network; and sports channels including
ESPN and Star Sports.
UBC does not currently have the same exclusive rights to first-run movies as
are enjoyed by our other operating companies through their locally-created movie
channels. However, UBC does secure the rights to channels such as HBO, Cinemax
and Star Movies, which channels tie up movie rights for the Thai market
exclusively. A significant number of these "turn around" channel arrangements
are done on an exclusive basis. UBC also broadcasts major local free-to-air
channels. Most programming on the UBC's pay-television systems carry the
original soundtrack along with a dubbed Thai soundtrack or Thai subtitling
generated by UBC.
In the future, UBC intends to offer an enhanced interactive service which
may include an extended electronic programming guide, e-mail, home shopping and
home banking, thereby creating a television portal through which it hopes to
generate "t-commerce" (e-commerce through the television) revenues. In providing
these services, UBC intends to use software platforms developed and provided by
OpenTV. Although UBC has not set a definite date for the launch of these
services, we believe that interactive
17
<PAGE>
television will be a substantial new phase in UBC's business development, with
the potential to provide UBC with significant new sources of revenue at higher
margins and to fuel subscriber growth.
OPPORTUNITY. As of March 31, 2000, UBC had 333,395 total subscribers,
consisting of 146,859 analog cable subscribers and 186,536 digital satellite
subscribers. Thailand has a population of approximately 61.1 million people,
with approximately 15.4 million television households. We believe that Thailand
represents an excellent opportunity for subscriber growth, given the low
pay-television penetration in Thailand of approximately 2.1% of television
households. That figure is less than most other countries in the region,
including those with similar or lower levels of economic development than
Thailand. Another factor that we believe will lead to subscriber growth in
Thailand is the fact that Thailand has started to show economic growth and
improved economic conditions following the financial crisis that struck
Southeast Asia beginning in 1997.
Due to the comparatively low level of market penetration in Thailand, we
believe that the recently adopted coordinated marketing plan between our analog
cable and digital satellite services should result in increased subscriber
growth. UBC's digital satellite service is potentially receivable by all
15.4 million television households in the country. UBC Cable's analog service
covers approximately 800,000 homes in Bangkok.
MARKETING AND SUBSCRIBER MANAGEMENT. UBC markets its digital satellite and
analog cable services as premium packages with broad market appeal. UBC's analog
and digital bouquets have been coordinated in order to reduce churn between
services as subscribers abandoned one system for another. We believe that this
unified approach and leading market position has been responsible for a
significant decline in our international channel costs. UBC phased out its
analog multichannel multi-point distribution service, or MMDS, system in
February 1999 due to widespread piracy of its signal (MMDS, also known as
"wireless cable", uses high-power transmitters to broadcast programming to
receiving equipment in homes and businesses). UBC will retain its rights to the
MMDS frequencies and is examining the feasibility of establishing a digital MMDS
service. Feasibility studies have been completed and UBC has begun to develop
plans for a commercial launch in 2001.
UBC provides customer service through customer care and billing centers in
four cities, including Bangkok. These centers use Mindport's IBS subscriber
management system.
PRICING AND BILLING. The following table sets forth certain pricing
information for our Thai business:
<TABLE>
<CAPTION>
MONTHLY SUBSCRIPTION PRICE
SUBSCRIPTIONS ------------------------------
MAR 31, MINI CABLE SILVER
(THOUSANDS) PACKAGE(2) PACKAGE
------------------------------ ------------------- --------
2000 1999 1998 BAHT $ BAHT
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Cable............................. 147 147 154 389 10.29 768
Digital........................... 187 153 116 N/A N/A 768
MMDS(2)........................... -- -- 43 N/A N/A N/A
<CAPTION>
MONTHLY SUBSCRIPTION PRICE EQUIPMENT PRICE(1)
------------------------------ -----------------------------------------
SILVER GOLD UP-FRONT MONTHLY
PACKAGE PACKAGE FEES RENTAL(3)
-------- ------------------- ------------------- -------------------
$ BAHT $ BAHT $ BAHT $
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Cable............................. 20.32 1,060 28.05 4,000 105.85 97 2.57
Digital........................... 20.32 1,060 28.05 6,500 172.00 156 4.13
MMDS(2)........................... N/A N/A N/A N/A N/A N/A N/A
</TABLE>
------------------------------
(1) Includes installation fee, connection fee and refundable set-top box
deposit.
(2) Phased out in February 1999.
(3) Cable subscribers only pay a monthly rental fee if they joined after May 1,
1998. Digital subscriber rental fees vary depending upon the date on which
the subscriber joined the service.
On March 19, 1999, MCOT approved the creation of UBC's new Silver package
consisting of ten paid and six free-to-air channels. MCOT also approved UBC's
increase in the price of its Gold package. Included in these charges was the
reduction of value-added taxation from 10% to 7%. We introduced the new basic
Silver package on May 1, 1999, with the Gold package price increase taking
effect on April 5, 1999 for new subscribers. UBC's margins on the Gold and
Silver packages are similar as the Silver package
18
<PAGE>
consists predominantly of fixed-cost UBC-produced channels, while the Gold
package includes variable-cost "turn around" channels. UBC has not experienced
any substantial number of customers downgrading from the Gold package to the
Silver package, and predominantly all new subscribers take the Gold package.
For the year ended March 31, 2000, UBC's average monthly net churn was
approximately 0.7%. To date, UBC has not experienced significant customer
disconnections as a result of increases in the price of its services.
Consistent with the policies of our other operating companies, UBC has
instituted a strict policy of terminating the service of subscribers once they
fall 30 days in arrears on their subscription payments. This policy has helped
reduce the average arrearage to well below 20 days as of March 31, 2000. In
2000, UBC still plans to switch to advance billing, which is used by our other
operating companies.
UBC does not require its subscribers to purchase their set-top boxes but
rather loans them to customers, retaining ownership of the equipment. The cost
of the equipment is built into the connection fee and monthly charge. We believe
that this strategy has a positive effect upon subscriber growth by minimizing
the entry cost of subscription to UBC's services.
COMPETITION. The Thai television industry consists primarily of six
free-to-air television stations and UBC pay-television operations. Another
pay-television service previously operated by Thai Sky discontinued operations
in 1997. The Thai regulatory authority granted pay-television licenses to two
other companies in 1996, but those companies have not launched, or announced an
intention to launch, pay-television services. There are also several small,
provincial cable systems, generally averaging fewer than 1,500 subscribers. UBC
competes directly with the national free-to-air television stations and, in the
case of the digital satellite service with local cable groups in Thailand. World
Star Television has announced plans to launch a three channel MMDS service in
Thailand. We believe that UBC's unique programming, including exclusive
first-run movies and sporting events, gives it a distinct advantage over its
free-to-air television competitors. The national free television stations are
uplinked to the same satellite used by UBC's service and consequently form part
of the bouquet available to our subscribers. We believe that this arrangement
enhances our appeal to current subscribers and assists in growing our subscriber
base.
TRANSMISSION. UBC's digital satellite service is transmitted on a Ku-band
signal through the Thaicom 3 satellite, owned by Shinawatra Satellite Public
Company Limited. The satellite uplink facilities at Lad Lum Koa are owned and
operated by CS Communications Limited, a Thai satellite company. UBC utilizes
digital compression technology that facilitates multiple channel transmission
through a single channel's bandwidth, which is a term used to describe the
amount of space occupied by a channel on the radio frequency spectrum. Digital
compression technology refers to the process of reducing the number of bits
required to store or transmit information in digital form. Subscribers receive
their signal on a 60-90 cm satellite dish and unscramble and decompress the
signal with a set-top box utilizing Irdeto Access's conditional access system
and smart card technology from Mindport. The set-top box, smart cards and
conditional access equipment are owned by a 96%-owned subsidiary of UBC and are
leased to UBC.
UBC Cable's transmission is delivered on hybrid coaxial fiber optic cable
lines over a dropwire into homes that utilize a set-top box to access the
signal. The cable network is owned by Asia Multimedia Company Limited, a
subsidiary of Telecom Asia, and leased to UBC Cable pursuant to an agreement
that expires in 2019. As part of its services to UBC Cable, Asia Multimedia
supplies and installs a dropwire to link its network to subscriber homes and
installs and maintains the set-top boxes.
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<PAGE>
TECHNOLOGY
OVERVIEW
Our technology division, Mindport, is an end-to-end systems integrator that
provides a comprehensive package of technology products and support services to
pay-media operators worldwide. Mindport seeks to capitalize upon the pay-media
industry's evolution from analog to digital and then to interactive and Internet
services by providing global convergence solutions with a commitment to open
standards. The introduction of new technologies has generated the need for the
increasingly complex, integrated and scalable software and hardware that
Mindport provides. In addition, by taking advantage of our experience in
operating pay-media businesses, Mindport has been able to improve its products
and offer highly advanced and complete solutions to third-party platform
operators. Mindport's customers include some of the leading international
pay-media companies, such as EchoStar, BSkyB, Canal+, Galaxy Latin America, TPS,
TVB, Foxtel, Stream and DirecTV Japan, as well as our African and Mediterranean
pay-television businesses and our African Internet business. We also provide
pay-television technology to CBSat, a subsidiary of China Central Television,
which is distributing digital television signals to rural areas in the People's
Republic of China.
The Mindport product line includes subscriber management systems,
conditional access systems, interactive television operating software, content
management systems, set-top box design and specification, broadband Internet
systems and systems integration and consulting services. We believe that our
subscriber management system, marketed under the IBS brand name, provides the
critical scalability and system adaptability necessary to meet the growing needs
of pay-television operators, Internet service providers and data broadcasters
worldwide. Irdeto Access, Mindport's conditional access unit, provides
encryption and decoding systems to pay-television operators. OpenTV develops and
sells operating systems for interactive television, the first generation of
which is running on several pay-television platforms.
Mindport's products are designed to be flexible, configurable and scalable,
allowing them to be used by a variety of different network operators and to be
integrated in systems using the products of Mindport's competitors. Mindport's
diverse and well-integrated product line also allows it to act as a single
source for fulfilling a customer's pay-media technology needs, particularly in
the growing market for interactive television. We believe that Mindport will be
able to capitalize on the anticipated growth in interactive platforms and the
anticipated convergence of television, telephony and the Internet, and thereby
expand its customer base.
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The following table lists certain of Mindport's major customers and the
products they use:
<TABLE>
<CAPTION>
IRDETO
CUSTOMER MARKET IBS ACCESS OPENTV
-------- ------------------ -------- -------- --------
<S> <C> <C> <C> <C>
MultiChoice(1)..................................... South Africa X X X
..................................... Sub-Saharan Africa X X X
..................................... Greece X X X
..................................... Middle East X X
UBC(1)............................................. Thailand X X
Canal+............................................. Europe(2) X X
EchoStar........................................... United States X
CBSat.............................................. China Trial Trial Trial
Stream............................................. Italy X X
Galaxy Latin America............................... Latin America(2) X
DirecTV............................................ Japan X
Optus.............................................. Australia X X
Foxtel............................................. Australia X X
BskyB.............................................. UK X
TPS................................................ France X
Via Digital........................................ Spain X
TDK................................................ Denmark X
TVB................................................ Hong Kong X X X
Telepiu............................................ Italy X X
</TABLE>
------------------------
(1) All transactions between Mindport and our other subsidiaries and affiliates
are conducted on an arm's-length basis.
(2) Certain countries only.
As of March 31, 2000, approximately 7.5 million subscribers were being
managed through Mindport's IBS system, approximately 4.3 million Irdeto Access
smart cards had been deployed and approximately 7.8 million set-top boxes had
been enabled with OpenTV software.
Mindport's ability to provide a "one-stop-shop" for pay-media technology
needs is valuable to new interactive platform providers who can speed their time
to market by utilizing Mindport technology. A good example of this is our
agreement to provide conditional access systems, subscriber management systems
and the OpenTV operating system to CBSat, the first provider of digital
satellite services in the People's Republic of China. CBSat's system was
deployed in small numbers on a test basis in 1999, with plans for a possible
broader rollout thereafter. The CBSat system was recently expanded to a
42-channel system.
IBS
Mindport's IBS software provides pay-media operators with a broad range of
subscriber management services and products that combine customer care, billing
and logistics functionality in one integrated system. IBS supports all types of
subscriber-based businesses, including pay-television operators, Internet
service providers and data broadcasters over a wide range of delivery platforms.
Mindport's IBS system is a flexible, configurable and highly scalable product
that can service pay-media operations of vastly different sizes.
Mindport IBS has historically generated revenues by charging up-front
license fees and monthly customer service and support fees. Recently, Mindport
has begun to collect from certain customers license revenues and support fees
scaled to the customers' subscriber numbers, paid on a monthly basis. All recent
sales have been made on this basis. Mindport currently provides IBS to 18
customers in 44 countries,
21
<PAGE>
including certain platforms of Canal+, Galaxy Latin America and many of our
operating entities. Mindport's contract with Canal+ expired and was renewed
during 1999, even though a Canal+ affiliate, Canal+ Technologies, sells its own
customer care and billing system. IBS's competition in its current and planned
future markets includes approximately 40 companies worldwide, including Wiztec
and CableData, which focus on pay-television, and Portal and Daleen, which focus
primarily on the Internet.
We believe that the demand for subscriber management services will increase
as operators seek to provide more advanced technology to their customers. IBS is
able to support changes and accommodate new platforms, including analog, digital
and interactive systems. In addition, IBS is a highly scalable software package,
as demonstrated by the fact that IBS is used to provide customer care and
billing systems for platforms ranging in size from our 43,172 subscriber
pay-television system in Cyprus to our approximately 1.4 million subscriber
pay-television system in Africa.
Today, IBS is a leading subscriber management software package for
pay-television. We plan to continually redefine the IBS architecture to improve
on its configurability, flexibility and scalability. We also plan to take
advantage of the system's flexibility to penetrate new markets for IBS, such as
Internet service, cable, data broadcasting and telephony providers. We have
recently developed an IBS product capable of tracking and billing television
applications, including interactive commerce transactions, and Internet
applications and transactions.
The IBS subscriber management software has been successfully modified for
use by Internet service providers. The IBS system is currently being used to
manage our Internet subscribers in Africa. We plan to continue to expand the
functionality of the IBS software system and to market it to ISPs and other
pay-media content and service providers.
IRDETO ACCESS
Irdeto Access provides digital and analog conditional access systems to 15
clients in over 20 countries. These systems enable pay-television operators to
encrypt and decrypt their broadcast signals and thus control subscriber access
to programs, services and events.
We believe that our digital conditional access system's flexibility,
compatibility with multiple equipment vendors, ease-of-use and sophisticated
security features make it attractive to pay-television operators worldwide. The
system's open architecture allows pay-television operators to incorporate as few
or as many features as they require and to adjust these features as their needs
change. Irdeto Access offers M-Crypt, a system specifically designed for
pay-media providers with fewer than 250,000 subscribers. M-Crypt allows these
operators to reduce their investment in computing equipment and third-party
software licenses and is easily upgradable if the operator's subscriber base
grows past a certain size. Irdeto Access's analog conditional access system is
also based upon a modular and flexible design. This product allows us to tap
into price sensitive markets that will not be considering digital services for
some years to come.
Irdeto Access licenses its technology to various manufacturers to produce
its conditional access systems and generates revenues by charging an up-front
license fee along with a fee for each conditional access unit sold. The major
users of these conditional access systems include Stream, Telepiu, Canal+, TVB
and certain of our operating entities. As of March 31, 2000, Mindport had
supplied over 4.3 million digital smart cards and over 2.3 million analog
conditional access units.
The principal products competing with Irdeto Access include MediaGuard
(Canal+), ViaAccess, NDS and NagraVision (Kudelski). We believe that a
customer's primary considerations in choosing a conditional access system are
system security and dependability and that Irdeto Access enjoys a solid
reputation for both of these qualities.
Mindport's strategy for Irdeto Access is designed to achieve four main
goals:
- reduce the cost of ownership for both digital and analog conditional
access systems;
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<PAGE>
- develop the next generation of conditional access products;
- grow sales operations in new markets; and
- develop an MPEG-2 encryption product for the Internet (MPEG-2 refers to a
set of standards developed by the Moving Pictures Experts Group that
details guidelines for access rates, compression and conditional access).
We have a team of engineers dedicated to conditional access design and
development who are responsible for developing new products, increasing the
functionality of existing products and reducing costs through increased chip
functionality. Mindport's management believes that further price reductions may
be achieved by cutting production costs, shifting production to locales with
lower manufacturing costs and reducing royalty costs by re-examining certain
partnerships and business relationships with respect to developing conditional
access technology. In November 1998, we acquired TV/COM International Inc., a
San Diego based company that owns intellectual property licensed to Irdeto for
use in our conditional access systems. In July 1999, we completed negotiations
with BetaTechnik whereby we regained access to the German-speaking countries
that were previously excluded to us under our Digco joint venture.
In 1999 Irdeto Access launched its internet protocol (IP) multicast security
system, CypherCast-TM-, targeted at the corporate and consumer markets. It
secures Multicast data that travels over open networks such as satellite and
other broadband networks. CypherCast-TM- creates a virtual private multicast
(VPMN) and can be used in combination with any streaming application such as
streaming video and streaming data.
OPENTV
OpenTV is the leading worldwide provider of software that enables digital
interactive television. Its software is running on over 7.8 million set-top
boxes worldwide, with 28 network operators having selected our OpenTV Runtime
software as their interactive platform. OpenTV's digital interactive solution
enhances a television viewer's experience without changing viewing habits, and
provides a rich audio and video television environment for enhanced applications
such as t-commerce. Using a standard remote control, viewers can:
- access real-time statistics, buy team merchandise and purchase tickets
while watching a sporting event;
- purchase compact discs and learn more about recording artists while
watching music videos;
- purchase vacations, clothing, groceries and other merchandise through
dedicated interactive channels; and
- transfer funds, view account balances, borrow money and engage in other
banking transactions.
OpenTV's patented software platform provides a comprehensive solution for
the development and delivery of digital interactive services by network
operators to television viewers. Network operators, which include cable,
satellite and terrestrial broadcasters of television content, use its software
platform to transmit a continual stream of interactive programming to viewers.
Specifically, its software platform includes software that resides both at the
network operator's central broadcasting facility and within the viewer's set-top
box. OpenTV's central broadcasting facility software enables the streaming of
data from such facility to subscribers' set-top boxes where its operating system
enables digital reception and manages the interactive television environment.
The OpenTV system has been designed to enable network operators to deliver
interactive content through a low-cost, digital set-top box for viewing on
existing analog televisions. Its software platform, therefore, operates within
today's infrastructure, allowing network operators to rapidly deploy digital
interactive television to a large number of subscribers without incurring
prohibitively expensive hardware
23
<PAGE>
or infrastructure upgrade costs. In addition, its software is designed to
exploit the capabilities of emerging infrastructure developments, such as
broadband transmission networks and digital television sets.
The majority of OpenTV's revenues today are generated from royalties and
fees related to its core software platform. In addition, OpenTV is developing
interactive applications that it intends to license to network operators and
content providers in exchange for a share of advertising and e-commerce
revenues. OpenTV has recently signed revenue sharing agreements with EchoStar,
which operates the DISH Network in the United States and the Turner and Warner
Brothers divisions of Time Warner.
On March 26, 2000, OpenTV announced that it had signed a definitive merger
agreement with Spyglass, Inc., a leading provider of Internet consulting,
software and professional services and products. Spyglass's technologies include
Spyglass Prism, a server-based product that reorganizes and reformats standard
Web content to display on set-top boxes, mobile phones and other non-PC devices.
These technologies will provide a platform for OpenTV to expand into the
wireless communications market. Spyglass has provided its technologies and
consulting services to companies such as GTE, Microsoft, Motorola, NEC, Nokia
and Sony.
Under the terms of the agreement, OpenTV acquired all of Spyglass's
outstanding stock in a tax-free, stock-for-stock transaction. Spyglass
stockholders received 0.7236 OpenTV Class A Ordinary Shares in exchange for each
share of Spyglass common stock. On a fully diluted basis, Spyglass stockholders
and holders of Spyglass options and warrants received OpenTV Class A Ordinary
Shares and own approximately 18% of the combined company's stock. On a fully
diluted basis after giving pro forma effect to the Spyglass transaction, MIH
Limited owns shares representing approximately 37.7% of the economic rights and
72.0% of the voting rights of OpenTV's shares. The transaction closed on
July 24, 2000.
PRODUCT DEVELOPMENT AND SYSTEMS INTEGRATION AND CONSULTING SERVICES
Mindport's products development operations focus on convergence solutions
for pay-media companies, with an emphasis on open technological standards. To
ensure that it is able to deliver a best-of-breed solution to its customers,
Mindport has recently entered into a series of strategic partnerships with key
industry players, including Cisco Systems, DiviCom, Liberate Technologies, Wind
River Systems, SCM Microsystems, Pace Micro Technology, Digital Innovations, UEC
Technologies and Zenith. These partnerships are intended to enhance the
interoperability of these companies' products and to demonstrate an integrated
end-to-end open standards-based digital cable head-end platform. Mindport's
focus on open standards and interoperable products has strengthened its position
as an end-to-end systems integrator.
MEDIA COMMERCE TECHNOLOGIES. We believe that, as the various mechanisms for
the delivery of content (such as television and the Internet) converge, the
management of content will become increasingly important. Mindport is currently
developing the tools, technologies and supporting structures that will enable
content owners to address content management on the Internet, where video
content management in particular is still in its infancy.
MINDPACK. Mindport has upgraded its Contracts, Library and Scheduling
System (CLASS) to the Mindpack product. This enables digital pay-television
operators to manage contracts, control their program libraries, manage license
tracking, produce program schedules and utilize multiple-language electronic
program guides.
SYSTEMS INTEGRATION AND CONSULTING SERVICES. Mindport Solutions is a
division intended to capitalize on the expertise within the Mindport group to
offer consultancy services and turnkey systems integration solutions to new
pay-television operators. This division was launched with the award of a system
integration contract for the DTH platform of Stream, the Italian pay-television
service owned by Telecom Italia. Mindport Solutions was also responsible for the
initial implementation of the CBSat service installation in China, as well as
for the upgrade of this system to a 42 channel system. More recently,
24
<PAGE>
Mindport Solutions was the prime contractor for the installation of an
end-to-end solution for TVB's digital pay television platform in Hong Kong, the
United States and Australia.
INTERNET
OVERVIEW
We believe that our expertise in managing pay-television platforms in
several international markets will enable us to migrate effectively into the
Internet environment. Our strategy is to combine our pay-television assets and
core competencies, which include customer care, billing services, marketing and
branding, knowledge of enabling technologies, content aggregation and media
orientation, with our technology expertise to create leading Internet businesses
in the geographic areas in which we currently operate pay-television platforms,
as well as in new markets. This strategy provides us with the opportunity to
exploit the benefits of content delivery over both Internet and pay-television
platforms.
We believe that our pay-media experience has given us a strong understanding
of content rights and that this expertise, combined with our local approach to
content development, provides us with an ability to apply our knowledge of
content aggregation and packaging to the development of Internet portals and
other online services. The skills we have developed through our pay-television
operations, such as subscriber management and content aggregation, are those
which we believe to be essential in the development of Internet services
operations. We believe that these skills should enable us to smoothly expand our
Internet business.
The leading pay-television platform positions we hold in Thailand with UBC
and in South Africa with MultiChoice Africa enable us to apply our expertise and
assets to the development of leading Internet businesses within these regions,
including through cross-promotion activities. The SuperSport channel is a good
example of our cross-promotion of content and viewership from television to the
Internet. This ability to cross-market places us in a position to leverage our
successful media franchises into the Internet space, thereby creating audience
loyalty and traffic for future e-commerce opportunities.
Our strategic local approach, represented by an understanding of and
investment in local content, is heightened by our global operational experience
in new and developing markets. We believe the local language focus we employ may
provide us with a competitive advantage in non-English language markets.
Furthermore, we tailor our content to the local culture through collaboration
with local partners and management teams. In Thailand, for example, we own
Sanook.com, which is a search engine that has been developed in Thai by Thai
entrepreneurs and managers.
Our desire to build local communities on the Internet is illustrated by our
development of web sites dedicated to the local culture. For example, we
maintain a popular web site and community bulletin board that facilitate the
common Thai pastime of composing and sharing poems. We plan to apply this same
approach in other markets.
Although our Internet businesses are relatively new, the experience our
management has gained in our pay-television businesses is well diversified over
many markets, countries and cultures, and is capable of being applied to
Internet operations. We are developing our Internet businesses by combining our
existing knowledge of pay-media operations with the expertise of local
management. We have a proven record of establishing media businesses in
developing markets, and we believe that we are well-positioned to take advantage
of Internet services and e-commerce opportunities in these markets.
Our Internet businesses are operated under the M-Web brand. In South Africa,
our Internet business is well established, and our current focus is on the
development of our Internet businesses in Asia, particularly Thailand, China and
Indonesia, as well as in other countries in Africa.
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<PAGE>
SOUTH AFRICA
Market Overview
Our first Internet venture began with the successful development, beginning
in 1997, of M-Web Holdings. The business conducted by M-Web Holdings was
originally a small ISP with 1,800 subscribers, which we acquired in 1997. We
subsequently developed this business by creating our own content and aggregating
other content from our affiliates, and transformed this business into the
leading online service provider, or OSP, and content portal in South Africa. In
the process, the business was spun-off in September 1997 into a publicly listed
company, M-Web Holdings. We continue to manage M-Web Holdings pursuant to a
voting pool agreement between us and Naspers Limited, M-Web Holdings' principal
shareholder, and have recently acquired additional shares of M-Web Holdings,
increasing our total interest to 16.8%. Naspers, the principal owner of our
controlling shareholder, continues to own 55.3% of the shares of M-Web Holdings.
M-Web Holdings is listed on the Johannesburg Stock Exchange and, on March 31,
2000, had a market capitalization of ZAR3.2 billion (or $359.0 million).
The South African Internet market has consolidated rapidly during the past
two years. In a market of approximately one million Internet users and more than
300,000 dial-up subscriber homes, two players now dominate the ISP market: M-Web
Holdings and World Online. World Online is a joint venture between Vodacom, the
largest GSM mobile operator in South Africa and a Vodafone affiliate, and Dutch
ISP World Online.
Similarly, two players dominate the Internet content provider, or ICP,
market: M-Web Holdings and iafrica.com. iafrica.com is owned by Metropolis, a
South African vertical Internet community company modelled on VerticalNet in the
United States. As of March 31, 2000, our M-Web Holdings content and portal sites
generated approximately 22 million page views per month, whereas iafrica.com's
sites generated approximately 16.5 million page views per month.
Both online advertising and e-commerce are in a very early stage of
development in South Africa. We estimate that neither is likely to start
emerging as a true generator of revenue for 12-24 months. Online consumer retail
and true retail e-commerce will only develop once the necessary financial
infrastructure and consumer markets mature. We believe, however, that business
and consumer-generated e-commerce opportunities will eventually develop into
genuine business opportunities and the business solutions division of M-Web
Holdings is now well-positioned to offer support to the increasing number of
e-commerce web sites.
M-Web Holdings
M-Web Holdings had approximately 235,000 subscribers as at March 31, 2000,
which translates to an approximate 60% market share of the consumer dial-up
Internet market in South Africa and a penetration of 2% of total South African
households. M-Web Holdings also owns Computicket.com, the largest advance retail
and e-commerce ticket reservations business in South Africa.
The following table sets forth subscriber numbers and subscription fees for
our dial-up, web hosting and Siyanda services.
<TABLE>
<CAPTION>
SUBSCRIBERS MONTHLY
(THOUSANDS) SUBSCRIPTION
MARCH 31, PRICE
------------------------------ -------------------
2000 1999 1998 ZAR $
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Dial-up.................................................. 235.0 196.0 145 107 16.44
Web hosting.............................................. 1.0 0.9 -- 225 34.56
Siyanda.................................................. 0.5 0.2 -- 228 35.02
----- ----- ---
Total.................................................. 236.5 197.1 145
===== ===== ===
</TABLE>
26
<PAGE>
Rather than simply acquiring its portal from previously existing Internet
companies, M-Web Holdings has successfully developed its own content portals and
serves as the major Internet access provider for this portal. Today, its
MWEB.CO.ZA flagship portal is the largest in South Africa, with 22 million page
views per month and 700,000 unique visitors per month as of March 31, 2000. This
portal includes the following web sites, which have been developed by M-Web
Holdings and through partnerships with other content providers:
- WWW.MWEB.CO.ZA: The M-Web South Africa home site offers a bouquet of news,
entertainment, travel, sports, games shopping, chat and other personal and
interactive services.
- WWW.MONEYMAX.CO.ZA: The Moneymax site is a financial portal that hosts
news, views and insights into a wide array of financial matters. By
March 2000, Moneymax was one of the top three personal finance
destinations online in South Africa.
- WWW.SUPERSPORT.CO.ZA: The SuperSport site is an online sports news service
that includes hubs reporting on rugby, cricket, soccer, tennis,
motorsport, golf and running.
- WWW.NEWS.24.COM: The News24 site supplies news services including South
Africa, business, world, Africa, politics, science and technology, health,
sports and weather news.
- WWW.NETCOVER.COM: The Netcover site offers comparative insurance quotes
and aims to become South Africa's leading insurance site.
- WWW.MAX.CO.ZA: The Max site is a leading South African search engine.
- WWW.MWEBSHOP.CO.ZA: M-Web's shopping site comprises an online retail
environment and represents the ultimate electronic retailing estate in
South Africa. It offers the online customers a safe and secure shopping
environment.
- As part of the e-commerce strategy, a number of key interests in
e-commerce start-ups such as Jellybean (an online software and hardware
retailer), wine 23 (an online wine merchant) and the Lot (M-Web's online
auction site) have been made.
M-Web Holdings had total revenues for the twelve months ended March 31, 2000
of $36.7 million compared with total revenues of $19.8 million for the fiscal
year ended March 31, 1999. More than 68% of M-Web Holdings' revenues are
generated by access subscriptions. Revenue from e-commerce and advertising
represents 5% of total revenue for the fiscal year ended March 31, 2000 compared
to less than 4% for the prior fiscal year. M-Web Holdings has recently signed
several significant e-commerce deals with large retailing groups in South
Africa, such as Edgars, Avis, MoreSport, Ascot Direct, MultiMedia Warehouse,
Jenna Clifford, The ProShop and various others.
SUB-SAHARAN AFRICA
Recently, we have expanded our African Internet business to include ISP
operations in several sub-Saharan African countries, including Namibia and
Zambia.
THAILAND
Market Overview
The Thai Internet market is generally a fragmented market dominated by
regulatory uncertainty, with, until recently, a large number of small players
conducting limited operations, but no significant commitment from any investors
to build the industry. This relatively open Internet market is beginning to
attract the attention of foreign and local investors. A number of investments by
domestic and foreign companies and venture capitalists have recently been made.
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The growth of Internet users in Thailand has followed macro-economic trends
since commercial Internet ventures were first launched in 1994, characterized by
rapid growth and a lagging infrastructure and was followed by dramatically
slower growth since the onset of the economic crisis in July 1997. As Thailand
appears to be emerging from its economic crisis, however, the number of Internet
users is rising. Currently, according to industry reports and figures published
by the National Electronics and Computer Technology Center, there are
approximately one million Thai Internet users, consisting of domestic users and
Thai nationals living or travelling abroad.
The first Thai content initiatives were started as late as 1997, and today
these consist mainly of Thai language content portals, or directories of Thai
web sites. Several media players also have Thai language destination sites that
are attracting a growing number of visitors. Typically, these web sites are run
by newspaper companies, such as those maintained by two leading Thai newspapers,
KRUNGTHEP THARAKIJ and THAI RATH.
Due to low computer penetration, low telephone penetration and polarized
income distribution, the Internet is not expected to reach a mass media market
in Thailand for at least three years. Revenues from advertising and online
consumer retail e-commerce will only develop once the necessary financial
infrastructure and consumer markets mature. Nonetheless, we believe that
business and consumer generated e-commerce opportunities in the Thai Internet
market will eventually be viable business opportunities.
Strategy
We believe that online advertising and e-commerce will not be significant
sources of revenue in Thailand for many years. Accordingly, M-Web (Thailand) has
initially begun to establish itself as a major Internet force in Thailand by
investing in Internet content providers and Internet service providers and
developing the M-Web Network. Through its Internet service provider operations,
M-Web (Thailand) plans ultimately to penetrate the e-commerce market.
INTERNET CONTENT PROVIDERS. One principal aspect of our strategy is to
focus on establishing a presence in Thailand as an Internet content provider
through the development of the M-Web Network. The objective is to be the top
Internet platform and to capture the Internet consumer in Thailand. We plan to
achieve this through the development of a network of sites under the M-Web
brand. Each of the following M-Web sites specializes in a core Internet service:
- WWW.MWEB.CO.TH: The M-Web (Thailand) home page acts as the content
platform and core brand flagship site. Several content hubs are being
developed, including those relating to sports, entertainment, travel,
news, lifestyle, finance and jobs. Content for these hubs is either
self-developed or co-branded with leading content providers.
- WWW.SANOOK.COM: The Thai language Sanook! site, recently acquired by M-Web
(Thailand), is the leading portal in Thailand today with approximately
10.6 million page views per month as of March 31, 2000. Our investments in
this site consist of our purchase of a Thai language search engine and the
on-going development of the catalogue of content being offered on the
site.
- WWW.THAICENTRAL.COM: The ThaiCentral site is being developed as the core
community and communications center. All community-oriented services for
all sites in the network will be housed here. Similarly, software is under
development to enable the launch of "distance family", or interest group,
services and features. Since its launch in November 1999, the site has
registered more than 22,000 members.
- WWW.THAIICQ.COM: The Thai ICQ site is a web site where Thai ICQ users can
find other Thai ICQ users and guides to ICQ, or instant messaging. The
latest version of the software is also available for downloading. The site
records more than 1.8 million page views per month.
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- WWW.SIMPLEMAG.COM: The Simplemag site was acquired in November 1999. It is
a niche web site marketed towards female Thai users and is currently
recording more than 300,000 page views per month.
- WWW.SABUY.COM: The Sabuy site was acquired in November 1999. This niche
web site has been developed to focus on domestic travel and is currently
also recording more than 300,000 page views per month.
- WWW.THAIMATE.COM: The leading Thai friendship site was acquired in
January 2000. This community site enables people to meet each other
on-line. The site records more than 1.8 million page views per month from
its 50,000 members.
M-Web (Thailand) is currently the leading Internet company in Thailand that
offers a full search engine in the Thai language and a full advertising service
based on actual reach and advertisement viewers. M-Web (Thailand) aims to
develop a relationship with Thai Internet users by providing a comprehensive
Internet experience in the Thai language tailored to the Thai culture through
local customization. In order for M-Web (Thailand) to accomplish this we
envision not only all content on our sites being in the Thai language, but also
plan to launch a Thai language Internet browser customized for the M-Web
Network.
Pursuant to our objective to penetrate the Thai Internet market, M-Web
(Thailand) has established a number of key content partners specifically for the
M-Web (Thailand) sites. These include Jobs and Adverts (an on-line recruitment
agency), Thai Driver (the leading domestic automobile magazine), GM 2000 (the
leading domestic high-end consumer brown goods magazine), Kick-Off (a leading
sports publication), Daily News (a domestic consumer newspaper with a
circulation of approximately 12 million daily) and The Manager (a domestic
business-oriented magazine).
Pursuant to a share swap agreement dated January 14, 2000, our affiliate MIH
Asia transferred 5% of the total issued share capital of M-Web (Thailand) to AD
Venture Company Limited, the Internet subsidiary of Shin Corporations Public
Company Limited, a Thai telecommunications group, and received, in return, 5% of
the total issued share capital of Shinee.com Company Limited.
INTERNET SERVICE PROVIDERS. In conjunction with our strategic objective to
become a leading Internet service provider in Thailand, M-Web (Thailand)
Holdings BV, in February 2000 acquired 49% of the issued share capital of MKSC
World Dot Com Co. Ltd., or MKSC, a Thai company that, in turn, owns 75% of the
issued shares of IKSC. The remaining shares in IKSC are owned by Jasmine
International plc, or Jasmine, a Thai telecommunications network and
infrastructure provider. IKSC has a 65% stake in KSC Comnet, a Thai ISP
licensee, while the Thai regulatory authority and its staff own a further 35% of
the issued shares of KSC Comnet. The previous shareholders of IKSC had in 1995
agreed to transfer 12.5% of the issued shares of KSC Comnet to Jasmine upon
receipt of regulatory approval for the transfer. We believe that KSC Comnet is
the leading ISP in Thailand, with over 300,000 customers.
The transfer of the shares in IKSC to MKSC in connection with M-Web
(Thailand) Holdings BV's purchase of an interest in MKSC was disputed by Jasmine
on the basis of provisions in a shareholders' agreement between Jasmine and the
transferors of the IKSC shares. Jasmine claimed that these provisions, in
effect, prohibited the transfer of the IKSC shares to MKSC, and obtained an
injunction from the Thai courts which sought to prevent the transfer. However,
as the transfer had already taken place prior to the granting of the injunction,
Jasmine sought the revocation of the share transfer. The dispute with Jasmine
was settled on September 6, 2000 on the basis that Jasmine would relinquish its
claim to have transferred to it the 12.5% of the issued shares of KSC Comnet
which IKSC was holding on Jasmine's behalf and that, instead, IKSC would issue
to Jasmine further shares in IKSC, taking its shareholding in IKSC up to 37.5%
and concomitantly, reducing MKSC's shareholding in IKSC to 62.5%.
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CHINA
Market Overview
Through our M-Web China (BVI) subsidiary, we are currently developing and
investigating several business opportunities in the Chinese Internet market. In
developing our Internet operations in China, we have focused on building upon
the important relationships that we first established when our Mindport division
was awarded the contract to provide pay-television technology to CBSat in
connection with its distribution of digital television signals to rural villages
in China. Since opening our Asia representative office in Beijing in 1998, our
Chinese operations have expanded significantly and M-Web China currently has
over 170 employees.
According to CNNIC, a branch of the Chinese Academy of Science that oversees
the Internet in China, there were approximately 2.1 million Internet users in
China at the end of 1998. This figure grew to 8.9 million by the end of 1999,
and CNNIC forecasts that it will grow to approximately 40 million by 2003.
International Data Corporation, or IDC, estimates that overall e-commerce
revenue in China will increase from approximately $43 million in 1999 to
$11.7 billion in 2003. We believe that the significant growth in the Chinese
Internet market, if it occurs as expected, will create important business
opportunities in this market, particularly in the following areas:
- the creation of strong user communities;
- the development of Chinese-language content, which in turn will increase
the market for online advertising and sponsorship;
- e-commerce opportunities;
- the provision of high-quality customer and online services; and
- new online businesses.
Strategy
M-Web China's strategic objective is to capitalize on the rapid growth of
the Chinese Internet market and to become one of the leading Internet companies
in China, providing a comprehensive offering of attractive local content. This
strategy is centered on building value in the Chinese Internet market through
creating a "commerce network" that derives e-commerce, sponsorship, advertising
and online services revenues. We aim to achieve this by focusing on the
following development opportunities:
- establishing MAIBO.COM.CN as a comprehensive horizontal portal with
selectively focused vertical categories of content, multiple community
services and customized context and communication tools; and
- establishing a major e-commerce network around the MAIBO.COM.CN portal.
In pursuing these opportunities, we will continue to focus on maintaining
strong relationships with the relevant Chinese governmental agencies, as well as
entering into strategic alliances with local partners where appropriate.
The MAIBO.COM.CN Portal and Specialized Vertical Portals
M-Web China aims to draw a large number of Chinese Internet users to its
MAIBO.COM.CN portal by providing a one-stop destination that offers a broad
array of Chinese-language content and a comprehensive catalog of links to
Chinese-language web sites worldwide, together with a customized search engine,
a diverse range of interactive communities and communication services, site
personalization tools, free e-mail, diary and home page services and a browser
that will be customized for the site. M-Web China is currently focused on
developing the specialized vertical sites that will make up the MAIBO.COM.CN
portal,
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including interest categories such as news, sports, personal finance,
entertainment, environmental, health science, computer, lifestyle, culture,
women and travel.
M-Web China has recently entered into an arrangement with a Chinese company
for the establishment of a Chinese-language financial information portal
targeted at both the corporate and consumer markets. M-Web has a 50% interest in
this venture and will contribute financial resources and management expertise.
M-Web's local partner will contribute its existing financial portal, EEFOO.COM
and certain other assets. EEFOO.COM, which was launched in July 1999, is the
fourth largest financial portal in China, with 450,000 page views and 250,000
unique visitors daily. M-Web China will deliver EEFOO.COM's financial-related
information, as well as access to banking information, home finance tools (such
as mortgage advice), short-term insurance, online stock portfolio management,
investment tips and other related personal finance services, through the
MAIBO.COM.CNportal.
Consistent with our focus on taking a localized approach to the markets in
which we operate, we have designed the MAIBO.COM.CN home page and the portal's
navigational structure in conjunction with local Chinese web site designers and
developers. M-Web China launched the portal in April 2000.
Educational Services
M-Web China (through, among other ways, a joint venture with Wisdom Network
Technology Limited) is in the process of developing and producing online
information systems to be used for the delivery of educational services over the
Internet in China. These services may be included in the services offered by the
OSP operation that is described below.
One of our primary focuses will be the development of online systems to
assist companies and individuals in providing online courses and tuition and
other related services to the education sector in China.
Because of the strong focus on education in China, where there are currently
over 4 million university students we believe that there are significant
opportunities in the area of online educational services in the Chinese market.
Online Service provider
M-Web China and the owners of the leading private Chinese ISP, A-1.Net,
entered into strategic agreements for the development of a Chinese-language
subscription based Internet content and information service. This service is
bundled with access services offered by A-1.Net, an Internet access service
provider. This OSP operation, which is owned by M-Web China, has access to
A-1.Net's existing ISP subscriber base through a network service contract. The
MAIBO.COM.CN portal is the exclusive home page and content provider for the OSP.
Certain content and services on the MAIBO.COM.CN portal are made available to
OSP subscribers on an exclusive basis
M-Web China is presently reviewing its strategy concerning the development
of its OSP operation in the light of the way in which the market is developing.
The outcome of this review could lead to significant changes to the OSP business
and related services.
Acquisition of Vertical Content Sites
M-Web China is also in the process of acquiring a number of domestic Chinese
web sites to facilitate the deployment of the MAIBO.COM.CNportal. M-Web China
has approached a number of potential targets and, over the next few months,
hopes to acquire several web sites and enter into numerous content partnership
arrangements. These sites will contribute page views, content and communities to
the MAIBO.COM.CN portal. The content areas being targeted include online
communities and sports, entertainment, games, personal finance and music sites.
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OTHER ASIAN INTERNET INITIATIVES
Our business plan has previously been to launch Internet initiatives in
those countries where we own pay-television platforms. Because we believe that
Asia represents a significant investment opportunity in the Internet market, we
have also begun investing in countries, such as China, where we have not
established pay-television platforms. We hope to invest in other Asian markets
in both the Internet content provider and ISP areas in the same manner in which
we have entered our current operating markets, namely Thailand, China,
Indonesia, South Africa and other Sub-Saharan African countries.
Indonesia
Consistent with its international strategy to enter the Indonesian
multimedia market Myriad International Holdings Asia B.V. through its
subsidiary, M-Web Indonesia (Mauritius) B.V ("M-Web Indonesia") recently
acquired 35% of the issued capital of PT. Carakayasa Binekatara ("Cabinet"),
being the maximum direct foreign shareholding permitted under Indonesia law at
the time of the acquisition. The remaining shares are owned by PT.
Erakonsultindo Yadhikarya ("EYI"). Cabinet holds one of a limited number of
Internet Service Provider licenses in Indonesia. The acquisition affords M-Web
Indonesia access to the rapidly expanding internet market and provides a vehicle
for further expansion into other areas of multimedia in Indonesia. M-Web
Indonesia has the contractual right to acquire additional shares in Cabinet from
EYI at any time, subject to prevailing foreign ownership restrictions.
Pursuant to an asset sale agreement, Cabinet subsequently acquired the
Indonesian internet business conducted by PT Sriangung Cahya Sakti ("Satunet")
through the various Satunet websites. The transaction closed on August 1, 2000.
Satunet is a leading Internet portal which receives in excess of 500,000 page
views per day and has an e-mail subscriber base in excess of 80,000. It is one
of the premier Internet news providers in Indonesia and the leading
entertainment hub (under the brand name Cafe Gaul).
RESEARCH AND DEVELOPMENT
We expense research and development costs in the financial period during
which they are incurred. Software development costs are capitalized beginning
when a product's technological feasibility has been established and ending when
a product is available for general release to customers.
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REGULATION
SOUTH AFRICA
OVERVIEW. M-Net broadcasts its channels pursuant to a license acquired on
October 17, 1985 from the Minister of Posts and Telecommunications (the
"Minister"). In accordance with the prevailing law at the time, the Minister's
approval was given after the requisite consultation with the South African
Broadcasting Corporation (the "SABC"), the state-owned public service
broadcaster.
The Independent Broadcasting Authority Act No. 153 of 1993 (the "IBA Act"),
which came into operation on March 31, 1994, established the Independent
Broadcasting Authority (the "IBA") as an independent regulator mandated to
regulate broadcasting in the public market subject to principles of
accountability and transparency.
The IBA Act vests in the council of the IBA all powers, functions and duties
in relation to the administration, management, planning and use of broadcasting
services' frequency bands (those frequencies assigned to broadcasting by the
International Telecommunications Union and adopted in South Africa), including
the power to issue licenses for broadcasting services. The IBA Act prohibits the
provision of broadcasting signal distribution or a broadcasting service
(utilizing the broadcasting frequencies) unless such distribution or service is
provided in accordance with a signal distribution or broadcasting license issued
by the IBA. The latter licenses may be granted for public broadcasting services,
private broadcasting services and community broadcasting services.
The IBA Act contains provisions which recognize existing licenses under
previously applicable laws, such as the license previously issued to
M-Net Ltd., which license has been amended by the IBA after a public
consultation process. The license imposes certain local content requirements,
advertising limitations and a license fee equal to 2% of revenues derived from
the two analog channels. In addition, Orbicom has received a downlink license
and a broadcasting signal distribution license from the IBA. The latter permits
Orbicom to provide M-Net Ltd. with terrestrial analog distribution services in
South Africa.
The Telecommunications Act No. 103 of 1996 (the "Telecommunications Act")
provides that all telecommunications and radio frequencies other than
broadcasting and broadcasting frequencies should be regulated by the South
African Telecommunications Regulatory Authority ("SATRA"). SATRA recognizes the
uplink license and wireless cable license, known as the "MMDS" license, which
was issued to Orbicom prior to the establishment of SATRA. The MMDS license
authorizes the use of frequencies and terrestrial stations for analog
distribution. The uplink license authorizes the distribution of television,
sound and/or associated data via satellite for direct reception or terrestrial
re-transmission, provided that such distribution is directly related to a
broadcasting service. In addition, Orbicom has received a value added network
services license and, on February 19, 1999, received a further uplink license
from SATRA.
The Telecommunications Act requires any person who provides value added
network services, which at present are defined to include Internet services, to
do so under a license issued by SATRA. The Telecommunications Act also provides
that any person who provided such services before May 20, 1996 shall be
permitted to continue providing such services as a deemed license holder. The
corporate pedigree of M-Web Connect (Pty) Limited permits it to carry on
business as a deemed license holder. The process for formalizing such deemed
licenses has yet to be completed by SATRA.
DEVELOPMENTS. On June 4, 1998, the Department of Communications issued a
White Paper on broadcasting policy. It confirmed that a new broadcasting policy
would seek to establish a 3-tier governance system for the broadcasting
industry, namely policy formulation and development by the government, licensing
and regulation by the IBA and service provision by the broadcasters and signal
distributors. The White Paper made, among others, the following recommendations:
- the imposition of specific broadcasting license conditions on private
broadcasters which would acknowledge the different services offered by
satellite services, pay services and free-to-air services
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and which would impose obligations commensurate to the nature of the
particular broadcasting business;
- the adoption of a more comprehensive definition of broadcasting and
broadcasting services than that obtained in the IBA Act in line with
international practices and technological developments; and
- the merger into a single body of the broadcasting and telecommunications
regulatory functions.
In view of the increasing difficulty in differentiating between radio
frequency spectrums used for telecommunications and those used for broadcasting
and in order to prevent duplication specifically in the technical skills and
facilities areas, the government has decided to merge the IBA and SATRA into a
single regulatory authority. It was envisaged in the White Paper that the new
regulatory body would enjoy an independent statutory framework.
On June 30, 1999, a new Broadcasting Act came into effect. This Act
essentially seeks to put into law the most important findings and
recommendations of the White Paper. In particular, it:
- repeals the previous Broadcasting Act No. 73 of 1996 and provides a
charter for the SABC;
- clarifies the Minister's powers with regard to policy formulation and the
IBA's powers in respect of the regulation and licensing of the
broadcasting system;
- establishes the Frequency Spectrum Directorate in the Department of
Communications; and
- creates new classes of broadcasting licenses in line with the proposals in
the White Paper.
Although M-Net Ltd. and Orbicom hold a broadcasting signal distribution and
uplink license, respectively, MultiChoice Africa requires a license for the DStv
service within the new regulatory framework. MultiChoice Africa has made
submissions to the IBA in this regard.
On May 11, 2000, the Independent Communications Authority of South Africa
Act came into effect. The Act, which further seeks to put into law the
recommendations of the White Paper, merges the IBA and SATRA to establish the
Independent Communications Authority of South Africa ("ICASA"). The Act provides
that ICASA will regulate both broadcasting and telecommunications in terms of
the IBA Act, the Telecommunications Act and the Broadcasting Act (all of which
remain in effect) and, accordingly, the functions of the IBA and SATRA are
transferred to ICASA.INTERNET SERVICES. In July 1999, the Department of
Communications initiated a policy process for the regulation of e-commerce. This
process envisages the rationalization and amendment of all relevant legislation
and the creation of new legislation for new media and converged technologies
within a merged broadcasting and telecommunications regulatory environment. This
may have a potential impact upon the regulatory regime for Internet services. It
is anticipated that any legislation resulting from this process will only come
into operation at the beginning of 2002.
The policy process for e-commerce also presents the opportunity for the
government to reconsider whether it is appropriate that Internet services are
regulated as value added network services. While no formal process has been
initiated, informal discussions at industry level reveal a large degree of
support for the creation of a separate category of "light touch" regulation for
Internet services.
GREECE
OVERVIEW. The regulatory framework governing the establishment and
operation of free-to-air television stations in Greece is provided by Law
2328/95 on the "Legal Status of Private Television and Local Radio, Regulation
of Several Issues related to the Radio Television Market and Other Provisions"
(the "Free-to-Air Law"). The Greek government recently enacted a new law (Law
2644/98 on "The provision of pay television and radio services and other
provisions") that regulates pay-television (via satellite, terrestrial relays or
cable) by the use of analog or digital methods of transmission (the
"Pay-Television
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Law"). Prior to the enactment of the Pay-Television Law pay-television was
regulated by the Free-to-Air Law, some provisions of which survive, as described
below.
THE FREE-TO-AIR LAW. Before the enactment of the Pay-Television Law, the
Free-to-Air Law granted Greek Radio Television SA ("ERT"), the state-owned
broadcasting entity, the exclusive right to broadcast encrypted television
signals in Greece. ERT was permitted to further assign such rights to third
parties. Based on this legislation, NetMed Hellas entered into an agreement with
ERT on October 15, 1994, pursuant to which NetMed Hellas' encrypted service is
transmitted on a frequency allocated by ERT. This agreement has been approved by
a joint decision of the Minister of Press and Mass Media and the Minister of
Finance and ratified by Law 2328/95.
The October 1994 agreement was extended and supplemented by a further
agreement dated December 29, 1995, which relates to the transmission of a second
encrypted service on a frequency allocated by ERT. This further agreement was
also approved by joint ministerial decision.
These agreements require NetMed Hellas to pay certain fees to ERT equal to
6.5% of subscription fees payable by subscribers who subscribe to only one
service and 5.0% of subscription fees payable by subscribers who subscribe to
both services. NetMed Hellas is required to provide a bank guarantee in an
amount of GRD1 billion each year to secure these payments.
So long as the cooperation agreements with ERT are in force, regulations
concerning the share capital composition of free-to-air television are not
applicable to NetMed Hellas, which is subject to the terms of such agreements
with ERT. The regulations with ERT ensure that NetMed BV and NetMed Hellas (or
any other company which has the control of the group of companies to which
NetMed Hellas belongs) shall be liable to ERT for the fulfilment of the
obligations of NetMed Hellas in accordance with the Cupertino agreement.
Additionally, ERT's approval is required for the transfer of the majority of the
shares to NetMed Hellas and the transfer of less than a majority of shares
requires ERT to be notified. ERT also has the right to be provided with detailed
information if the new shareholders or the new share capital are directly
entered into NetMed Hellas. These regulations are in effect for the entire term
of the agreement with ERT.
PAY-TELEVISION LAW. Under the new pay-television law, the rights to provide
pay-television through terrestrial, satellite or cable broadcast can be secured
either by obtaining a license directly from the Greek government or by signing a
cooperation agreement with any holder of a license. However, the existing
agreement between NetMed Hellas and ERT has been extended (by a further
agreement dated October 15, 1999 between NetMed Hellas and ERT) until the
licenses for the provision of terrestrial pay-television services have been
granted in accordance with the new pay-television law. The Minister of Press has
announced the frequencies which will be used for the provision of terrestrial
pay-television services and MultiChoice Hellas submitted an application for such
a license on February 1, 2000.
After the terrestrial licenses have been granted, NetMed Hellas could either
cooperate with a license holder or seek a license directly. Under the new
pay-television law, no single shareholder of a company having a terrestrial
license may hold more than 40% of the capital stock of such company.
With regard to digital, a license for the provision of pay-television and
radio services via satellite was received by MultiChoice Hellas on July 15,
1999. MultiChoice Hellas and the Greek government concluded the concession
agreement that is required by the terms of this digital transmission license on
December 20, 1999.
Synergistic Network Development S.A. acquired a 10 year telecommunications
license in November 1999 to uplink data and video from Greece.
EU REGULATION. The EU Broadcasting Without Frontiers Directive (the
"Directive") of October 3, 1989, established the 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
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(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.
The Directive currently requires member states to ensure "where practicable
and by appropriate means" that the broadcasters reserve "a majority proportion
of their transmission time" for programs produced in Europe. In applying this
rule, broadcast time for 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 the viewing public.
INTERNET REGULATION. Currently, there is minimal legislative activity
regarding restrictions on Internet service providers and content transmitted
through the Internet. The regulation of the Internet in Greece is subject to
review by the Greek parliament.
THAILAND
OVERVIEW. At present, public telecommunication networks and services are
subject to regulations by three entities which come under the control of the
Ministry of Transport and Communications ("MTC"), namely the Post and Telegraph
Department of Thailand ("PTD"), the Telephone Organisation of Thailand ("TOT")
and the Communications Authority of Thailand ("CAT").
There are five primary pieces of legislation that govern telecommunications
in Thailand. The Telegraph and Telephone Act originally assigned full authority
to install, maintain and operate the telegraph and telephone infrastructure to
PTD. The responsibility for domestic telephone and related services and
international telephone services to Laos and Malaysia was transferred to TOT by
virtue of the Telephone Organisation of Thailand Act. Authority for all
international telecommunications and certain domestic telecommunications, such
as postal and telegraph services and related services, was transferred from PTD
to CAT, which was established by virtue of the Communications Authority of
Thailand Act. PTD continues to be responsible for licensing the transmission of
information by radio frequency and the use and trade of radio equipment as
prescribed by the Radio Communications Act.
On March 8, 2000, the Organisation for Frequency Management and the
Supervision of Broadcasting Radio, Broadcasting Television and Telecommunication
Business Act 2000 (the "Frequency Management Act") came into force, one function
of which is to provide for the establishment of two regulatory bodies to
oversee, respectively, telecommunication and broadcasting in Thailand. However,
until these bodies are established, which is expected to be in the first half of
2001, it will remain the case that there is no central regulatory entity that
coordinates and regulates telecommunications policy. Furthermore, imprecise
legislation and rapid advances in the field of telecommunications have created
overlapping jurisdiction by both TOT and PTD. This has resulted in the
duplication of services and competition between the authorities. MTC has for
some time been attempting to establish a plan to privatize CAT and TOT.
BROADCASTING. Since September 1992, television broadcasting in Thailand has
fallen under the control of the National Broadcasting Commission of the Prime
Minister's office. Private investors are not allowed to own television stations.
The Thai Television Co. Ltd. was established by the Public Relations Department
of Thailand (the "PRD") and other government agencies as a state enterprise to
operate Thailand's first television station. Following enactment of the Thai
Radio and Television Broadcasting Act of BE 2498 (AD 1955) (the "RTBA"),
television broadcasting commenced on June 24, 1955. In 1977, the Mass
Communication Organisation of Thailand ("MCOT") was established to operate mass
media businesses on behalf of the government. The Thai Television Co. Ltd. was
then dissolved, and its assets and operations were transferred to MCOT. As a
consequence of developments in technology, the RTBA was amended in 1987 to allow
television broadcasts to be made to the public through cable and electronic
means.
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Since January 13, 1994, pursuant to certain ministerial regulations dated
October 13, 1993, companies in the private sector have had the right to apply,
in the case of transmissions within Bangkok, to the PRD and, in the case of
transmissions outside Bangkok, to the PRD or the Regional Public Relations
Centre, for a license to supply cable television. Those applications for
licenses are considered by a committee appointed by the Prime Minister. Such
licenses, on the basis of the regulations, permit the supply of television
through fibre optic or electric cable, but not through other means, including
wireless transmission, such as microwave signal as currently utilized by UBC.
At present, there are two major government bodies which regulate and monitor
media companies and their activities, MCOT and the PRD. Both regulatory bodies
are controlled by the Prime Minister's office. The PRD has a similar scope of
responsibilities as MCOT and is responsible for monitoring terrestrial stations
and issuing licenses for new commercial free-to-air and satellite stations. The
PRD also runs Channel 11, which is the only state education television station
in Thailand.
Both MCOT and the PRD have wide regulatory powers. Since their scope of
responsibilities overlap significantly, many companies apply to both entities
for licenses to broadcast. At present, UBC and UBC Cable require and have
obtained a license from the PRD to utilize certain frequencies and concessions
from MCOT to operate pay-television businesses.
On April 17, 1989, MCOT and UBC entered a joint venture agreement for the
provision of subscription television service which was subsequently amended on
May 19, 1994 and April 17, 1998 (together, the "UBC Concession"). Under the UBC
Concession, UBC is permitted to operate subscription television on behalf of
MCOT until September 30, 2014. UBC is entitled to provide subscription
television pursuant to the UBC Concession to the whole of Thailand using a
satellite to provide direct-to-home service, cable in the provincial areas and
MMDS as permitted by the PTD, and is entitled to use a satellite to provide
service to hubs in provincial areas and then, through local cable networks, on
to subscribers. In exchange, UBC pays MCOT 6.5% of the gross revenue derived
from the operation of the subscription television business each year during the
period of the UBC Concession as consideration for the agreement, subject to a
minimum amount per annum.
Subscription fees or other subscriber charges and the form of contracts with
subscribers must be submitted to MCOT for prior clearance.
On November 12, 1993, MCOT and Telecom Asia entered into a memorandum of
agreement for a joint venture for the provision of cable television services.
Pursuant to its terms, Telecom Asia agreed to set up a public company to operate
a cable television business. On June 6, 1994, MCOT and UBC Cable entered into a
contract for the joint operation of subscription television services (the "UBC
Cable Concession"). UBC Cable is permitted to operate subscription television on
behalf of MCOT until December 31, 2019. UBC Cable is entitled to provide
subscription television pursuant to the UBC Cable Concession in Bangkok and
elsewhere. UBC Cable pays MCOT 6.5% of the gross revenue derived from the
operation of the subscription television business each year during the period of
the concession as consideration for the agreement, subject to a minimum amount
per annum.
On February 16, 1998, UBC entered into various agreements for the
acquisition of a 97.85% shareholding in UBC Cable from Telecom Holding.
Meanwhile, Telecom Holding acquired a 49.5% shareholding in UBC in order to
consolidate the position of both UBC and UBC Cable in the Thai market and to
rationalize the cost of providing a pay-TV service to subscribers in Thailand.
MCOT also regulates the programming content on UBC's channels, primarily
monitoring what it deems to be excessive nudity, sexual content and violence.
MCOT also monitors what it considers to be disparaging content aimed at Buddhism
and the Royal Family in Thailand. MCOT generally sends written warnings to
broadcasting entities when it believes that offensive content has been aired.
The Board of Directors of UBC believes that MCOT's regulation of UBC's
programming content is minimal and to date UBC has rarely received such written
warnings.
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Thailand recently introduced a new competition law, the Trade Competition
Act, 1999 (the "Competition Act"). The Competition Act extends the regulation of
competition in Thailand, and also addresses specific anti-competitive
activities. Contravention of the Competition Act carries penalties including the
imposition of restrictions and compulsory restructuring. Under the Competition
Act, the Ministry of Commerce requires companies that had acted in a
monopolistic manner or in a manner which, in relation to certain specific
activities, reduced or eliminated competition, to submit a request to the Trade
Competition Commission for the approval for such action. Requests which relate
to actions prior to April 30, 1999 must have been submitted by July 28, 1999.
The board of directors of UBC believes that the activities of UBC do not fall
within the ambit of the Competition Act and, accordingly, that UBC was not
required to submit such request. However, in order for UBC to preserve its
rights, and without admitting any liability, UBC submitted a request for
approval to the relevant authority. The request relates both to UBC's current
activities as the only offeror of pay-television services in Thailand and the
acquisition in 1998 by UBC of UBC Cable, and the increase of UBC's subscription
fee by 23% following the acquisition, with effect from May 1999. On
September 4, 2000, the Trade Competition rendered its ruling that UBC has not
violated the Competition Act.
INTERNET SERVICES. Legislation relating to the Internet and
telecommunications services is contained in a number of acts, such as the
Telephone and Telegraph Act 1934, the Radio Communication Act 1955, the
Telephone Organisation of Thailand Act 1954, the Communications Authority of
Thailand Act 1976 and the Frequency Management Act. Essentially such laws
reserve the following services to either TOT or CAT:
(1) the establishment, operation and maintenance of telegraph and telephone
offices within Thailand; and
(2) the reception, storage and delivery of messages and everything else
concerning telegraph and telephone services in accordance with rules and
regulations prescribed by MTC.
Internet services require a concession by either CAT or TOT or must be
carried out in a joint venture with TOT and/or CAT. At present there are 18
Internet service providers licensed in Thailand.
M-Web (Thailand) recently acquired a stake in MKSC, the parent company of
IKSC, which has a majority stake in KSC Comnet. KSC Comnet holds a concession
from the CAT to operate as an ISP until 2005.
ADVERTISING. The government of Thailand presently does not allow
advertising over pay-television. Originally, the government allocated to
free-to-air television, under the theory that free-to-air television providers
receive revenue from advertising fees while pay-television operators receive
revenue from subscriptions and related fees. The Concessions which UBC and UBC
Cable received from MCOT also prohibit UBC from commercial advertising. However,
as pay-television in Thailand expanded from purely local content to include
premium international programming, the cost of providing such services has risen
significantly. With respect to content concerns, in UBC's request to the Thai
regulators to permit UBC to carry advertising, UBC compared Thailand to other
countries in the region with less restrictive pay-television advertising
policies. The policies in these countries were actually less restrictive with
advertising on pay-television than with free-to-air television, on the theory
that foreign advertising can reach the entire television population on
free-to-air television, while pay-television subscribers have the option of
terminating service.
MCOT has temporarily suspended the display of corporate logos during cable
television programming while other Thai regulatory authorities consider whether
or not to allow advertising on pay-television programming.
CURRENT DEVELOPMENTS. The Constitution of the Kingdom of Thailand B.E.
2540, Section 40, provides that:
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"Transmission frequencies for radio or television broadcasting and radio
telecommunication are national communication resources for the public
interest.
There shall be an independent regulatory body having the duty to distribute
radio and television frequencies and to supervise radio or television
broadcasting and telecommunication businesses as provided by law.
These activities are to be carried on for the public benefit at national and
local levels in relation to education, culture, State security, and other
public interests, including fair and free competition."
This constitutional provision is a crucial milestone in broadcasting and
telecommunication liberalization in Thailand. On March 8, 2000, the Frequency
Management Act, developed under the Constitution, came into force. The key
element of this Act is the establishment of two regulatory bodies, which are the
National Broadcasting Commission for the Supervision of Radio and Television and
the National Telecommunications Commission for the Supervision of
Telecommunications Businesses. In addition, the Thai government is currently
drafting a telecommunication business bill to replace the Telephone and
Telegraph Act 1934 and to operate in conjunction with the Frequency Management
Act. The draft law allows pay-television to engage in commercial advertising
and, if approved by the parliament is expected to take effect later this year.
In addition, the Thai government is drafting several bills regarding
Internet-related services, such as an e-commerce law, a digital signature law,
an electronic fund transfer law, a data protection law, a universal access law
and a computer crime law.
CHINA
OVERVIEW. The operation of telecommunications businesses, including
Internet-related businesses, in the People's Republic of China (the "PRC") is
subject to extensive regulation by the PRC government. The Ministry of
Information Industries of the PRC (the "MII") is the primary regulator of
Internet businesses, with other government authorities also participating in the
regulation of, among other matters, foreign investment, advertising, security,
encryption and content.
FOREIGN INVESTMENT IN ISPS. The operation of computer information networks
in the PRC has been domestically deregulated; therefore, Chinese companies are
permitted to participate and compete in this particular business. However,
foreign investors and foreign-invested PRC companies are prohibited from
operating or participating in the operation of computer information networks.
The regulations do not directly state that foreign investment in Internet
service providers is not allowed, but rather list certain businesses in which
foreign-invested enterprises are not permitted to engage. These businesses
include the provision of e-mail services and "computer information services".
Pursuant to a subsequent definition of the term "computer information services"
published by the predecessor ministry to the MII and unwritten MII policy, this
term is applied to traditional ISP activities and certain interactive Internet
functions, including e-commerce, interactive games and chat rooms (together with
the provision of e-mail services, the "Restricted Activities"). Thus, foreign
investment is not allowed in businesses that engage in the Restricted
Activities.
FOREIGN INVESTMENT IN ICPS. None of the current published PRC Internet
regulations specifically define Internet content provision or what it means to
be an Internet content provider ("ICP") or whether foreign investment in ICPs is
allowed. The general regulations setting forth areas in which foreign investment
is prohibited or restricted do not specifically mention ICPs. Moreover, the
general principle set forth in PRC investment-related regulations is that any
type of business that is not listed as one in which foreign investment is
prohibited or restricted is one in which foreign investment is allowed. Applying
this principle of construction, foreign investment in ICPs that do not engage in
the Restricted Activities should be permitted. However, the MII has at various
times orally stated that foreign investment in ICPs is not allowed, without
citing any legal basis for this rule. The State Secrets Protection Bureau of the
PRC has
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issued regulations restricting the distribution of Internet content containing
State secrets. Because these regulations are new and untested, the
interpretation and enforcement is uncertain. The MII has also recently issued
new regulations requiring the approval of certain Internet content (particularly
in relation to political news) and the regulation of the sites with the relevant
department. The PRC has entered into agreements with certain governments
committing to the gradual opening up of the Internet sector, including ISPs and
ICPs, to foreign investment upon the PRC's accession to the World Trade
Organization. However, there is also no assurance that this liberalization will
actually take place. The PRC has drafted regulations relating to the
telecommunication industry which includes permitting foreign investment in
certain telecommunication businesses. The draft regulations have not been
officially promulgated and there is no assurance that these regulations will be
issued, or when they will be issued.
INDONESIA
OVERVIEW. The operation of telecommunications services, including the
provision of internet services is governed by Law No. 36 of 1999 on
Telecommunications ("Law No. 36") and Government Regulation No. 52 of 2000 on
Telecommunications Operation ("Regulation No. 52"). Law No. 36 and Regulation
No. 52 stipulate that telecommunications services consist of three main
activities, namely:
(i) basic telephony services, namely telephone, telegraph, telex and
facsimile operations;
(ii) telephony value added services, such as integrated network, calling
card, interactive technology and paging services; and
(iii) multimedia and information technology based services, including "VoIP",
internet and intranet, data communication, video conference and
entertainment video services.
FOREIGN INVESTMENT IN ISP'S. The Ministry of Transport and
Telecommunications ("MTT") is the primary regulator in respect of internet
services. In relation to foreign investment, the Capital Investment Board and
State Enterprises Supervisory ("Foreign Investment Board") is responsible for
the regulation of foreign investment in all areas including the provision of
internet services. The Foreign Investment Board will only process an investment
application or grant foreign investment approval once it has obtained written
approval from the MTT. In practice the MTT grants its "principle approval" as a
recommendation to the Foreign Investment Board which then in turn grants it
approval.
Pursuant to Presidential Decree No. 96/2000 as amended by Decree
No. 118/2000, telecommunications businesses are open to foreign investment
provided that the particular business is conducted through a joint venture
arrangement between foreign and local investors. Decree No. 118/2000 does not
stipulate a maximum percentage of foreign shareholding in the area of
telecommunications; however, the MTT has implemented a policy limiting direct
foreign investment to 49%, including the area of the provision of internet
services. Presidential Decree No 118/2000 will be valid for three years;
however, government policy may change before the three years have expired.
In addition to the laws dealing with the regulation of telecommunications
and multi media, there is a specific law, Act No. 24 of 1997, which completely
prohibits foreign investment in the area of "broadcasting". For present
purposes, "broadcasting" encapsulates free-to-air and subscription television,
broadcast services, radio broadcasting and print media.
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RISK FACTORS
IN ADDITION TO OTHER INFORMATION CONTAINED IN THIS ANNUAL REPORT,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN
EVALUATING OUR COMPANY AND ITS BUSINESS BEFORE MAKING AN INVESTMENT IN THE
SECURITIES OF THE COMPANY.
RISKS RELATED TO OUR OPERATIONS
WE HAVE A HISTORY OF LOSSES THAT WILL CONTINUE FOR THE FORESEEABLE FUTURE, AND
WE MAY NEVER BE PROFITABLE
We have incurred significant net losses since inception and, at March 31,
2000, had an accumulated deficit of $442.4 million (including foreign currency
translation adjustments). In addition, we currently intend to incur substantial
operating expenses over the next several years to fund the expansion of our
businesses and to attempt to increase our subscriber base and develop our
Internet and technology businesses. As a result, we expect to incur substantial
operating and net losses for the foreseeable future. We cannot assure you that
we will ever be profitable.
FAILURE TO MAINTAIN OUR RELATIONSHIPS WITH LOCAL PARTNERS AND LOCAL GOVERNMENTS
COULD HURT OUR BUSINESS IN SOME REGIONS
Many of our operations have been developed in cooperation or partnership
with key local parties. With regard to these operations, we are dependent on our
local partners to provide knowledge of the local market conditions and to
facilitate the acquisition of necessary licenses and permits. Any failure by us
to form or maintain alliances with local partners, or the preemption or
disruption of these alliances by our competitors or otherwise, could adversely
affect our ability to penetrate and compete successfully in many important
markets. Some of our businesses may also be vulnerable to local governmental or
quasi-governmental entities or other third parties who wish to renegotiate the
terms and conditions of, or terminate, their agreements or other understandings
with us. Adverse developments with respect to our relationships with our local
partners or with local governmental or quasi-governmental entities could
adversely affect our business strategy and operating results in important
markets.
OUR BUSINESSES ARE HIGHLY COMPETITIVE AND INCREASED COMPETITION COULD REDUCE THE
VALUE OF AN INVESTMENT IN OUR COMPANY
PAY-TELEVISION. Although we are currently the only major provider of
pay-television services in each of our markets, we compete directly with both
state-owned and private national free-to-air broadcast networks and regional and
local broadcast stations for audience share, programming and advertising revenue
and indirectly with motion picture theaters, video rental stores and other
entertainment and leisure activities for general leisure spending. The markets
in which we operate are in a constant state of change due to technological,
economic and regulatory developments. We are unable to predict what forms of
competition will develop in the future, the extent of such competition or its
possible effects on our businesses.
INTERACTIVE TELEVISION. The interactive television business is a highly
competitive industry and increased competition could reduce the value of our
investment in OpenTV. OpenTV's current and potential competitors in one or more
aspects of its business include interactive television technology companies,
such as Liberate Technologies, Canal+ Technologies and Microsoft and its
wholly-owned subsidiary, WebTV, Internet-related companies, such as America
Online, Yahoo! and Real Networks, and broadband interactive service providers,
such as Excite@Home and RoadRunner. These companies and many of OpenTV's other
current and potential competitors have significantly greater financial,
technical and marketing resources and better recognized brand names than OpenTV
does.
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INTERNET. The market for Internet access and related services is extremely
competitive. We anticipate that competition will continue to intensify as the
use of the Internet grows. The tremendous growth and potential market size of
the Internet services market has attracted many start-up companies as well as
existing businesses from different industries. The African and Asian Internet
markets, where we plan to expand our operations, are characterized by an
increasing number of entrants because start up costs are so low. In addition,
the Internet industry in Africa and Asia is relatively new and subject to
continuing definition and, as a result, our competitors may better position
themselves to compete in these markets as they mature. These competitors
include, in addition to national, regional and local Internet service providers,
long distance and local exchange telecommunications companies, cable television
companies, direct broadcast satellite and other wireless communications
providers and online service providers. Many of these competitors have longer
operating histories and substantially greater financial, technical, marketing
and personnel resources as well as greater name recognition than we do.
OTHER TECHNOLOGY. The market for the products and services offered by our
Mindport division is highly competitive. We compete with numerous other
entities, including other pay-television providers, many of which have
substantially greater financial resources than we do. Current and potential
competitors in one or more aspects of the Mindport product line include
television and other system software companies, interactive television system
providers and providers of authoring tools and integration services for
pay-media and interactive technology solutions. There are also numerous
businesses with the expertise and financial resources necessary to enter the
markets in which Mindport operates.
RAPID TECHNOLOGICAL ADVANCES OR THE ADOPTION OF NEW STANDARDS COULD RENDER OUR
PRODUCTS OBSOLETE OR NON-COMPETITIVE
The rate of technological change currently affecting the television and
Internet industries is particularly rapid compared to other industries. Emerging
trends, such as the migration of television from analog to digital transmission
and the convergence of television, the Internet, communications and other media,
are creating a dynamic and unpredictable environment in which to operate. New
technologies or industry standards have the potential to replace or provide
lower-cost alternatives to our products and services, particularly those of our
Mindport division. Our ability to anticipate industry trends and adapt to new
technologies is critical to our success.
Technological advances by our competitors could render our existing products
and services obsolete or less competitive. We may also have to incur substantial
expenditures to modify, enhance or adapt our products or services as a result of
changes in technology. Any delay or failure on our part to respond quickly,
cost-effectively and sufficiently to these developments could have a material
adverse effect on our business, financial condition and results of operations.
OUR MULTINATIONAL OPERATIONS EXPOSE US TO CERTAIN FINANCIAL, OPERATIONAL, SOCIAL
AND POLITICAL RISKS
FOREIGN CURRENCY RISKS. Although a substantial portion of our revenue is
denominated in the currencies of the countries in which we operate, a
significant portion of our cash obligations, including the payment obligations
under our satellite transponder leases and our contracts for programming and
channels for our pay-television platforms, are denominated in U.S. dollars. In
those areas where our revenue is denominated in local currency, a depreciation
of that currency against the U.S. dollar could adversely affect our earnings and
our ability to meet our cash obligations. Similarly, where we price our products
and services in U.S. dollars or U.S. dollar equivalents, a depreciation of the
local currency would make our products more expensive for our customers and
could have an adverse impact on our sales. Many of our operations are in
countries or regions where there has been substantial depreciation of the local
currency against the U.S. dollar in recent years. Although most of our operating
entities hedge a substantial portion of their currency risks, we cannot assure
you that this hedging will fully protect us against currency fluctuations or
that we will be able to hedge effectively against these risks in the future.
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Our reporting currency is the U.S. dollar. We conduct and will continue to
conduct business transactions in currencies other than our reporting currency.
Accordingly, appreciation or depreciation in the value of other currencies as
compared to our reporting currency will result in translation gains or losses
which, if the appreciation or depreciation is significant, could be material.
SOCIAL, ECONOMIC AND POLITICAL FACTORS. Many of the countries in which we
operate are subject to social, political or economic pressures that may
materially adversely affect our business. South Africa is a nascent democracy
that is in the early stages of addressing a large wealth differential among its
citizens. In recent years, South Africa has also experienced high levels of
crime and unemployment, which have impeded foreign investment and prompted an
emigration of skilled workers. Many countries in Asia have in the past few years
experienced significant economic downturns and related difficulties. As a result
of the decline in the value of the region's currencies, many Asian governments
and companies have had difficulties servicing foreign currency-denominated debt
and many corporate borrowers have defaulted on their payments. As the economic
crisis spread across the region, governments raised their interest rates to
defend their weakening currencies, which adversely impacted domestic growth
rates. In addition, liquidity was substantially reduced as foreign investors
curtailed investments in the region and domestic and foreign banks restricted
additional lending activity. The currency fluctuations, higher interest rates,
increases in corporate bankruptcies, stock market declines, government-imposed
austerity measures and other factors have materially and adversely affected the
economies of many countries in Asia, including China and Thailand. These adverse
economic developments in Asia could materially adversely affect our business. In
addition, we currently do and may begin to do business in other countries that
are subject to political, social or economic pressures that could adversely
affect our business. Although governments in many of these countries have taken
steps toward addressing these problems, it is not possible to predict whether or
to what extent these steps will succeed in achieving their objectives or what
effect these steps or these problems will have on companies doing business in
these countries.
GOVERNMENT REGULATIONS MAY ADVERSELY AFFECT OUR BUSINESS
Pay-television, Internet and other pay-media operations and the provision of
programming services are generally subject to governmental regulation, which may
change from time to time. Changes in applicable laws and regulations could cause
us to incur additional costs of compliance or otherwise adversely affect our
business. We cannot assure you that material and adverse changes in the
regulation of our existing operations will not occur in the future. Regulation
can take the form of price controls, service requirements, programming content
restrictions, foreign ownership restrictions and licensing requirements, among
others. Delays in obtaining or renewing any required regulatory approvals could
adversely affect our ability to offer some or all of our services. In most
countries in which we do or may do business, we operate or may operate pursuant
to licenses obtained from governmental or quasi-governmental agencies, which
licenses are generally subject to periodic renewal. Our inability to obtain or
retain any required licenses could have a material adverse effect on our
business.
BECAUSE MUCH OF OUR SUCCESS AND VALUE LIES IN OUR OWNERSHIP AND USE OF
INTELLECTUAL PROPERTY, OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY OR TO
DEVELOP NEW PROPRIETARY TECHNOLOGY MAY NEGATIVELY AFFECT US
Our success depends in part on our ability to protect and maintain the
proprietary nature of our technology through a combination of patents, trade
secrets, trademarks, copyrights, licenses and other intellectual property
arrangements. We have issued and pending patents, trademark registrations and
computer program copyrights in the United States and other countries. It may be
possible, however, for a third party to copy or otherwise obtain and use our
technology without authorization, or to develop similar technology
independently. Furthermore, the laws of some of the countries in which we sell
our products do not protect our intellectual property rights to the same extent
as do the laws of the United States. If unauthorized copying or misuse of our
products were to occur to any substantial degree, our business
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could be materially adversely affected. We cannot assure you that our means of
protecting our proprietary rights will be adequate or that our competitors will
not independently develop similar technology.
In the future, we may receive notices of claims of infringement of other
parties' proprietary rights or claims for indemnification resulting from
infringement claims. We expect that software developers will increasingly be
subject to these types of claims as the number of products and competitors
providing software and services to the pay-media industries increases and
overlaps occur. The emerging enhanced-television industry, of which we are
involved in the development, is also highly litigious with regard to
intellectual property matters, particularly in the area of on-screen program
guides. Any such claim, with or without merit, could result in costly litigation
or might require us to enter into royalty or licensing agreements. These royalty
or licensing agreements, if required, may not be available on terms acceptable
to us or at all. As a result of such infringement claims, a court could also
issue an injunction preventing us from distributing certain of our products. Any
of these types of problems relating to intellectual property matters could cause
us to incur substantial costs and could result in a significant diversion of
managerial resources, which in turn could materially adversely affect our
business, operating results and financial position.
WE DEPEND ON KEY PERSONNEL TO MANAGE AND GROW OUR BUSINESS
Our operating performance depends on the efforts and abilities of our senior
management. The loss of the services of any of these individuals could have a
material adverse effect on our business. We believe that the success of our
technology and Internet businesses will depend in large part on our ability to
attract and retain highly skilled information technology professionals and
software programmers. There is intense competition among technology and Internet
companies for these types of employees. We cannot assure you that we will be
able to attract and retain the personnel necessary for the development and
integration of these businesses. Delays in hiring key personnel could delay the
achievement of our development and marketing objectives. The loss of the
services of key personnel or the failure to attract additional personnel as
required could have a material adverse effect on our business or financial
condition.
WE MAY HAVE DIFFICULTY CONSUMMATING OR INTEGRATING ACQUISITIONS, AND SOME OF THE
CONSEQUENCES OF THOSE ACQUISITIONS THAT WE DO COMPLETE COULD ADVERSELY AFFECT
OUR OPERATING RESULTS
Part of our growth strategy includes acquisitions of and investments in
pay-television, Internet services, interactive television services and pay-media
technology businesses in different countries. We cannot assure you that we will
be able to identify and acquire new businesses on satisfactory terms, if at all,
or that the funds necessary to finance these acquisitions or investments will be
available to us.
The magnitude, timing and nature of future acquisitions will depend upon
various factors (some of which are beyond our control), including the
availability of suitable acquisition candidates, the negotiation of acceptable
terms, our financial capabilities, the availability of skilled employees to
manage the acquired companies, the receipt of any required regulatory approvals
and general economic and business conditions. In addition, future acquisitions
by us will involve risks, including the risk that they will require increased
capital and operating expenditures associated with upgrading acquired systems to
our standards and the risk that the costs of integrating these businesses may
have a material adverse effect on our operating results.
The integration of acquired businesses may also lead to diversion of
management attention from our other ongoing business concerns. The consummation
of certain acquisitions may lead to our recognizing goodwill, which would be
subject to amortization that would in turn have the effect of delaying future
profits, if any, in subsequent financial reporting periods.
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OUR INABILITY TO PROPERLY MANAGE OUR GROWTH COULD ADVERSELY AFFECT US
We have experienced rapid growth in a relatively short period of time. If we
are able to implement our business strategy successfully, we will experience
additional growth and expansion. The management of this growth will require,
among other things, the continued development of our financial and management
controls, the stringent control of costs and the increased employment and
retention of qualified personnel. If our potential growth is not adequately
managed, our business will suffer.
ADDITIONAL RISKS RELATED TO OUR PAY-TELEVISION BUSINESS
IF THE COST OF RECEIVERS DOES NOT DECREASE, OUR GROWTH MAY BE ADVERSELY AFFECTED
Our growth depends, in part, upon our ability to attract new pay-television
customers, many of whom are required to make an up-front investment in
purchasing the equipment necessary to receive our transmissions. The cost of
this equipment may discourage potential subscribers. Our market penetration and
growth may be impeded if the cost of the equipment necessary to receive our
broadcasts does not decrease. As a result, we cannot assure you that we will be
able to establish a substantial customer base in new markets or grow or maintain
a substantial customer base in our existing markets.
OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO OBTAIN ATTRACTIVE PROGRAMMING,
PARTICULARLY IF WE ARE UNABLE TO CONTINUE TO OBTAIN EXCLUSIVE RIGHTS TO THIS
PROGRAMMING
The continued success of our pay-television business will be dependent on
our ability to continue to obtain attractive programming at commercially
reasonable costs. We are dependent on third party suppliers for substantially
all of our programming. A large portion of our programming is purchased from
content providers in the United States and Europe. The competition for the most
attractive programming contracts, including major sports and premium Hollywood
movies, is intense, and in the event that any of our contracts are cancelled or
not renewed, we would be required to seek alternative programming from other
sources. We cannot assure you that alternative programming would be available to
us on acceptable terms or at all or, if so available, that this programming
would appeal to our subscribers. Our strategy also depends on our ability to
offer attractive programming on an exclusive basis. We cannot assure you that we
will continue to obtain exclusive rights to attractive programming.
SATELLITE FAILURES OR OUR INABILITY TO OBTAIN RIGHTS TO USE SATELLITES COULD
HAVE A SERIOUS ADVERSE IMPACT ON OUR BUSINESS
Our digital programming is transmitted to customers through different
satellites around the world, and in some regions our terrestrial analog signal
is also transmitted to regional broadcast points through satellites. In
addition, we receive a significant amount of our programming through satellites.
Satellites are subject to significant risks, including defects, launch failure,
incorrect orbital placement and destruction and damage, that may prevent or
impair proper commercial operations. All satellites have limited useful lives,
which vary as a result of their construction, the durability of their
components, the capability of their solar arrays and batteries, the amount of
fuel remaining once in orbit, the launch vehicle used and the accuracy of the
launch. In addition, there can be no assurance that satellites will achieve
their minimum design life. Furthermore, our lease agreements relating to
transponders, which are microwave repeaters on a satellite that can retransmit a
signal or set of signals, do not guarantee the minimum useful life of any
satellites. Although we have not experienced any significant disruption of our
transmissions, the operation of satellites is beyond our control. Future launch
failures or disruption of the transmissions of satellites that are already
operational could have a material adverse effect on our business and financial
results. In addition, our ability to transmit our programming following the
expected useful lives of the satellites in respect of which we currently have
use arrangements in place and to broadcast additional channels will depend upon
our ability to obtain rights to utilize transponders on other satellites. We do
not currently have alternative satellite contracts in place, and in the event of
a satellite failure, we would need to procure
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transponder capacity on other satellites. We cannot assure you that we will be
able to obtain alternative capacity rights or that the cost of these rights will
be commercially acceptable to us.
A NATURAL DISASTER AFFECTING OUR INFRASTRUCTURE THAT CAUSES A PROLONGED
SUSPENSION OF OUR SERVICES COULD ADVERSELY AFFECT OUR REVENUES AND FINANCIAL
CONDITION
We are dependent on our own transmission and production facilities as well
as those of our programming suppliers and affiliates to provide our
pay-television services. If a natural disaster or other event, such as a
lightning strike, were to result in the operations at any of these facilities
being disrupted for any significant period of time or inventory located there
being damaged, a prolonged suspension of our pay-television services could occur
and our results of operations and financial condition could be materially
adversely affected. Although we maintain insurance coverage on our own
transmission and production facilities, we cannot assure you that insurance
proceeds would be available on a timely basis or be sufficient to fully offset
any losses that we may incur.
UNAUTHORIZED ACCESS TO OUR PROGRAMMING SIGNALS IS DIFFICULT TO PREVENT AND MAY
ADVERSELY AFFECT OUR REVENUES AND PROGRAMMING ARRANGEMENTS
We face the risk that our programming signals will be obtained by
unauthorized users. For this reason, the delivery of subscription programming
requires the use of encryption technology to prevent unauthorized access to
programming, or "piracy". We currently utilize encryption technology supplied to
us by our Mindport division. We cannot assure you that this encryption
technology is, or will remain, effective in preventing unauthorized access. If
we determine that our current encryption technology is not sufficiently
effective in preventing piracy, we may need to incur substantial expenditures to
replace or upgrade this technology. In addition, encryption technology cannot
prevent the illegal retransmission or sharing of a television signal once it has
been decrypted. If we fail to control unauthorized access to our transmissions,
our revenues and our ability to contract for programming services could be
adversely affected.
ADDITIONAL RISKS RELATED TO OUR INTERNET BUSINESS
OUR LONG-TERM SUCCESS DEPENDS ON THE DEVELOPMENT OF THE INTERNET AS A COMMERCIAL
MEDIUM, WHICH IS ESPECIALLY UNCERTAIN IN THE COUNTRIES IN WHICH WE HAVE ENTERED
OR MAY ENTER THE INTERNET BUSINESS
A significant part of our strategy is to develop our Internet businesses. As
is typical in the case of a new and rapidly evolving industry characterized by
rapidly changing technology, evolving industry standards and frequent new
product and service introductions, demand and market acceptance for recently
introduced products and services on the Internet are subject to a high level of
uncertainty. In addition, critical issues concerning the commercial use of the
Internet remain unresolved and may impact the growth of Internet use. These
issues include a perceived lack of security of commercial data (such as credit
card numbers) and capacity constraints resulting in delays, transmission errors
and other difficulties. These and other issues affecting the Internet industry
may be particularly aggravated in the countries in which we have entered or may
in the future enter the Internet business, such as China, Thailand and other
countries in Southeast Asia, because they have a less developed Internet culture
and infrastructure. For example, the cost of access may prevent many potential
users in Asia from using the Internet. If, in the areas in which we have
launched or may launch an Internet business, the market for Internet access
services fails to develop, develops more slowly than expected or becomes
saturated with competitors, or if the Internet access and services offered by us
are not broadly accepted, our growth strategy could be materially adversely
affected.
WE MUST MAINTAIN ACCESS TO QUALITY CONTENT PROVIDED BY THIRD PARTIES IN ORDER TO
DEVELOP OUR INTERNET SUBSCRIBER BASE
Although we seek to produce or edit a substantial portion of the content for
our web sites, we continue to rely upon third parties to provide content to
complement our own content and thus make our
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web sites more attractive to users and, by extension, advertisers and e-commerce
partners. Many of our arrangements with third-party providers of content are not
exclusive, are short-term and may be terminated at the discretion of the other
party. The termination of our arrangements with some of these providers of
content could have an adverse effect on our company.
WE MUST FURTHER DEVELOP STRATEGIC RELATIONSHIPS TO STRENGTHEN OUR COMPETITIVE
POSITION IN OUR INTERNET OPERATIONS
In the initial stage of our Internet operations, we have focused upon
understanding our target markets and delivering high-quality services and
products designed for these markets. More recently, we have sought to establish
strategic relationships with leading content providers, e-commerce partners and
technology and infrastructure providers. The future growth of our Internet
businesses will depend upon maintaining our existing strategic relationships as
well as our ability to establish new relationships.
WE RELY ON SOFTWARE AND HARDWARE SYSTEMS THAT ARE SUSCEPTIBLE TO FAILURE
Any system failure or inadequacy that causes interruptions in the
availability of our Internet services, or increases the response time of our
services, as a result of increased traffic or otherwise, could reduce user
satisfaction, future traffic and our attractiveness to advertisers and
consumers. In addition, as the amount of web pages and Internet traffic
increases, there can be no assurance that we will be able to scale our systems
proportionately. We are also dependent upon web browsers, telephone systems and
other aspects of the Internet infrastructure that have experienced significant
system failures and electrical outages in the past, and our users may experience
difficulties due to system failures unrelated to our systems and services. Our
operations are susceptible to outages due to fire, floods, power loss,
telecommunications failures, break-ins and similar events. Despite our
implementation of network security measures, our servers are vulnerable to
computer viruses, break-ins and similar disruptions from unauthorized tampering
with our computer systems. Such events could have a material adverse effect on
our business, operating results and financial condition.
THE TELECOMMUNICATIONS STRUCTURE AND THE REGULATION OF THE INFORMATION INDUSTRY
IN CHINA MAY ADVERSELY AFFECT OUR ABILITY TO DEVELOP A SUCCESSFUL INTERNET
SERVICES BUSINESS IN THAT COUNTRY
The telecommunications structure in the People's Republic of China is not
well developed and access to the Internet is accomplished primarily by means of
the government's backbone of separate national interconnecting networks that
connect with the international gateway to the Internet. This backbone is owned
by the Chinese government and is the only channel through which the domestic
Chinese Internet network can connect to the international Internet network.
Although private sector Internet service providers, or ISPs, exist in China,
almost all access to the Internet is accomplished through ChinaNet, China's
primary commercial network, which is owned and operated by the Chinese
government. We rely on this backbone and China Telecom to provide data
communications capacity primarily through local telecommunications lines. As a
result, we will continue to depend on the Chinese government to establish and
maintain a reliable Internet infrastructure to reach a broader base of Internet
users in China. We will have no means of getting access to alternative networks
and services, on a timely basis or at all, in the event of any disruption or
failure. We cannot assure you that the Internet infrastructure in China will
support the demands associated with continued growth.
The People's Republic of China has enacted regulations governing Internet
access and the distribution of news and other information. Periodically, the
Ministry of Public Security has stopped the distribution of information over the
Internet that it believes to be socially destabilizing by blocking web sites
maintained outside of China. The Chinese government has also expressed its
intention to closely control possible new areas of business presented by the
Internet such as Internet telephony. If the Chinese government were to take any
action to limit or eliminate the distribution of information through Internet
portal networks or to
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limit or regulate any current or future applications available to users on
Internet portal networks, such action could adversely affect our ability to
develop a profitable Internet business in China.
The Chinese government also regulates access to the Internet by imposing
strict licensing requirements and requiring ISPs in China to use the
international inbound and outbound Internet backbones. We cannot assure you that
we will be able to obtain or maintain all necessary licenses required in the
future or that future changes in Chinese government policies affecting the
provision of information services, including the provision of online services
and Internet access, will not impose additional regulatory requirements on the
Internet operations that we are developing in China. These types of regulatory
requirements may make it difficult or impossible for us to build a successful
Internet business in China.
RISK RELATED TO OUR CORPORATE AND OWNERSHIP STRUCTURE
WE ARE DEPENDENT ON ACCESS TO CASH FLOWS FROM OUR SUBSIDIARIES AND JOINT VENTURE
INVESTMENTS TO FUND OUR BUSINESS OPERATIONS, WHICH COULD RENDER US UNABLE TO
MEET OUR CASH REQUIREMENTS
Our company is structured as a holding company and we have no significant
business operations or assets other than our interests in our subsidiaries,
joint ventures and other investments. Accordingly, we must rely entirely upon
distributions and repayment of advances from our subsidiaries, joint ventures
and other investments to generate the funds necessary to meet our obligations
and our other cash flow needs, including for working capital, capital
expenditures and acquisitions. Our subsidiaries and joint ventures are separate
and distinct legal entities that have no obligation to make any funds available
to us, whether by dividends, loans or other payments. In addition, the ability
of our subsidiaries and joint ventures to make distributions to us is subject,
in certain jurisdictions, to foreign investment and exchange laws and the
availability of foreign exchange in sufficient quantities in those countries.
The amount of distributions we receive from these entities is also affected by
the regulatory systems in these jurisdictions, primarily the provisions relating
to exchange controls. In addition, because the consent of our joint venture
partners is required in some of our joint ventures for distributions from these
joint ventures, our ability to receive distributions from these joint ventures
is dependent on the co-operation of our joint venture partners. Accordingly, we
cannot assure you that we will be able to realize benefits from our
subsidiaries, joint ventures and other investments through the receipt of
distributions at the times and in the amounts we desire. Any failure by us to
receive distributions from our subsidiaries, joint ventures or other investments
would restrict our ability to pay dividends on our Class A Ordinary Shares in
the future and could otherwise have a material adverse effect on our business
and financial condition. In the event that we are unable to meet our working
capital needs and capital expenditure requirements with cash generated from our
subsidiaries, joint ventures or other investments, we would have to consider
various options, such as incurring indebtedness, obtaining additional equity
capital or selling our assets. We cannot assure you that we will be able to
raise new equity capital, refinance our outstanding indebtedness or obtain new
financing in the future or that, if we are able to do so, the terms available
will be favorable to us.
OUR INABILITY TO UNILATERALLY CONTROL OUR JOINT VENTURES COULD HURT OUR BUSINESS
IN SOME REGIONS
Significant actions by most of our joint ventures, such as approving budgets
and business plans, declaring and paying dividends and entering into significant
transactions, effectively require the approval of our local partners.
Accordingly, we do not have unilateral control over the operations of many of
our joint ventures, which limits our flexibility and could adversely affect our
business strategy and operating results in some important regions.
THE INTERESTS OF OUR MAJORITY OWNER MAY DIFFER FROM YOUR INTERESTS AND MAY
RESULT IN OUR ACTING IN A MANNER INCONSISTENT WITH YOUR GENERAL INTERESTS
MIH Holdings indirectly owns all of our outstanding Class B Ordinary Shares,
representing 77.4% of the voting rights with respect to our ordinary shares. MIH
Investments (Proprietary) Limited owns 64.7%
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of the voting stock of MIH Holdings, and Naspers owns all the voting stock of
MIH Investments and directly owns 2.8% of MIH Holdings. In addition Naspers
directly owns 3.5% of the voting stock of MIH Limited. As a result of their
ownership of our Class A Ordinary Shares and Class B Ordinary Shares, MIH
Holdings and its parent companies effectively control us and have sufficient
voting power, without the vote of any other shareholders, to determine the
outcome of any action requiring shareholder approval, including amendments of
our Memorandum and Articles for any purpose (which could include increasing or
reducing our authorized capital or authorizing the issuance of additional
shares). We engage in transactions with MIH Holdings and its parent companies in
the ordinary course of business. The interests of MIH Holdings and its parent
companies may diverge from your interests, and they may be in a position to
require us to act in a way that is inconsistent with the general interests of
the holders of our Class A Ordinary Shares, including through transactions with
related companies. For a more complete description of our relationships with MIH
Holdings and its parent companies and these companies' ownership of our ordinary
shares, see "Item 1. Business--Organizational and Operational Structure",
"Item 4. Control of Registrant" and "Item 13. Interest of Management in Certain
Transactions".
BECAUSE WE ARE A BRITISH VIRGIN ISLANDS COMPANY, YOU MAY HAVE DIFFICULTY
PROTECTING YOUR INTERESTS IN RESPECT OF DECISIONS MADE BY OUR BOARD OF DIRECTORS
Our corporate affairs are governed by our Memorandum and Articles and by the
International Business Companies Act of the British Virgin Islands. Principles
of law relating to such matters as the validity of corporate procedures, the
fiduciary duties of management and the rights of our shareholders may differ
from those that would apply if we were incorporated in the United States or
another jurisdiction. The rights of shareholders under BVI law are not as
clearly established as are the rights of shareholders in many other
jurisdictions. Thus, you may have more difficulty protecting your interests in
the face of actions by our board of directors or our principal shareholders than
you would have as shareholders of a corporation incorporated in another
jurisdiction.
BECAUSE WE ARE A BRITISH VIRGIN ISLANDS COMPANY, YOU MAY NOT BE ABLE TO ENFORCE
JUDGEMENTS AGAINST US THAT ARE OBTAINED IN U.S. COURTS
We are incorporated in the British Virgin Islands and our business
operations are located in several countries, principally South Africa, the
Netherlands, Greece, Thailand and China. The majority of our directors and
officers reside outside the U.S., and nearly all of our assets and the assets of
these persons are located outside the United States. As a result, it may be
difficult or impossible for investors to effect service of process on us or
these persons within the United States or to enforce against us or these persons
judgements obtained in U.S. courts, including judgements predicated upon the
civil liability provisions of the federal securities laws of the United States.
We have been advised by Harney Westwood and Riegels, our British Virgin
Islands counsel, that judgements of U.S. courts predicated upon the civil
liability provisions of the federal securities laws of the United States may be
difficult to enforce in BVI courts and that there is substantial doubt as to
whether BVI courts will enter judgements in original actions brought in BVI
courts predicated solely upon the civil liability provisions of the federal
securities laws of the United States.
SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS SIGNIFICANTLY RESTRICT OUR ABILITY TO
RECEIVE CASH DISTRIBUTIONS FROM OUR SOUTH AFRICAN SUBSIDIARIES
Our South African subsidiaries are subject to significant restrictions on
their ability to remit funds outside of South Africa. South Africa exchange
control regulations provide for a common monetary area consisting of South
Africa, Lesotho, Namibia and Swaziland. Transactions between South African
residents and residents of countries outside the common monetary area are
subject to South African exchange control regulations. South African residents,
including companies, are generally not permitted to export capital from South
Africa or to hold foreign currency without the approval of the South African
Reserve
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Bank, and restriction are imposed on their foreign investments. In addition,
South African companies are generally required to repatriate to South Africa
those profits of foreign operations, which are not required to fund their
ongoing business operations. While these restrictions have been liberalized in
recent years, a South African company's ability to raise and deploy capital
outside South Africa remains subject to significant restrictions. These exchange
control regulations effectively prevent us from receiving distributions from our
South African subsidiaries.
RISKS RELATED TO OUR SHARES
WE DO NOT ANTICIPATE PAYING DIVIDENDS
We anticipate that all of our earnings in the foreseeable future will be
retained to finance the continued growth and expansion of our business.
Accordingly, we do not anticipate paying cash dividends on our ordinary shares
in the foreseeable future.
THE SALE OF SUBSTANTIAL AMOUNTS OF OUR CLASS A ORDINARY SHARES COULD ADVERSELY
AFFECT ITS MARKET PRICE
Sales of substantial amounts of our Class A Ordinary Shares, could adversely
affect the market price of our Class A Ordinary Shares and could materially
impair our future ability to raise capital through offerings of our Class A
Ordinary Shares. In connection with our April 13, 1999 initial public offering,
we and SuperSport International Holdings Limited, Johnnic (IOM) Limited, a
wholly owned subsidiary of Johnnies Industrial Corporation Limited ("Johnnic"),
MIH Holding's subsidiary MIH (BVI) Limited and Thomson Consumer
Electronics Inc. entered into "lock-up" agreements pursuant to which we and
these persons agreed to certain restrictions on our and their ability to sell
our ordinary shares for a period of one year after our IPO without the consent
of the representative of the underwriters in the IPO. These lock-up agreements
expired on April 13, 2000. In connection with our April 2000 offering, we and
Naspers limited, SuperSport International Holdings, Johnnic and MIH (9BVI)
Limited have entered into similar lock-up agreements for a period of 180 days
after the date of that offering (subject, in the case of Johnnic, to a limited
exception for certain private sales after 91 days after the date of these
offerings as long as the purchaser agrees to be bound by the terms of the
lock-up agreement). Finally, several of our principle shareholders, including
SuperSport International Holdings Limited, Johnnic and MIH (BVI) Limited, have
agreed to certain restrictions on their ability to sell our ordinary shares for
three years after the date of our IPO pursuant to requirements for listing on
the Amsterdam Stock Exchange. We cannot predict what effect, if any, market
sales of shares held by these shareholders or any other of our shareholders or
the availability of these shares for future sale will have on the market price
of our Class A Ordinary Shares.
THE ANTI-TAKE-OVER PROVISIONS CONTAINED IN OUR CHARTER COULD DETER A CHANGE IN
CONTROL
Some of the provisions of our Memorandum and articles may discourage
attempts by other companies to acquire or merge with us, which could reduce the
market value of our Class A Ordinary Shares. The low voting rights of our
Class A Ordinary Shares (relative to our Class B Ordinary Shares), as well as
other provisions of our Memorandum and Articles, may delay, deter or prevent
other persons from attempting to acquire control of us. These provisions
include:
- our classified board of directors
- the authorization of our board of directors to issue undesignated
preference in one or more series without the specific approval of the
holders of ordinary shares.
- The establishment of advance notice requirements for director nominations
and actions to be taken at shareholder meetings
- The requirement that two-thirds of the shareholders entitled to vote at a
meeting are required to approve any change to certain provisions of our
Memorandum and Articles.
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In addition, our Memorandum and Articles permit special meetings of the
shareholders to be called only by our chief executive officer or upon request by
a majority of our board of directors and deny shareholders the ability to call
such meetings or to act by shareholder consent. The low voting rights of our
Class A Ordinary Shares (relative to our Class B Ordinary Shares) and these
provisions in our Memorandum and Articles, as well as provisions of BVI law to
which we are subject, could impede a merger, takeover or other business
combination involving us or discourage a potential acquirer from making a tender
offer or otherwise attempting to obtain control for us.
EMPLOYEES
At March 31, 2000, we had 4,132 employees, of which 1,048 are employed by
MultiChoice, 1,208 by UBC, 475 by NetMed, 504 by Mindport and 246 by M-Web
(Thailand). The remainder are in our MIH corporate offices in the Netherlands,
South Africa, Hong Kong and China. As of March 31, 1999, we had a total of 3,069
employees, and as of March 31, 1998, we had a total of 4,024 employees. None of
our full-time employees are unionized. We believe our labor relations are
satisfactory.
INTELLECTUAL PROPERTY
We rely on a combination of patents, licensing arrangements, trade names,
trademarks and proprietary technology to protect our intellectual property
rights. We own, or have been assigned or licensed the rights to, several patents
and have several patent applications in various jurisdictions relating to our
proprietary technology. In addition, we currently have numerous trademarks
(pending and registered) in countries where we conduct business. Some of our
major trademarks include the names and logos of Irdeto, Mindport, OpenTV, DStv,
MultiChoice and M-Web.
We may file additional patent and trademark applications in the future,
although there can be no assurance that we will be successful in obtaining
patents or trademark registrations based upon these applications. We intend to
vigorously protect our intellectual property rights. It may be possible,
however, for a third party to copy or otherwise obtain and use our technology
without authorization or to develop similar technology independently.
Furthermore, the laws of certain countries in which we sell our products do not
protect our intellectual property rights to the same extent as do the laws of
the United States. See "Risk Factors--Because much of our success and value lies
in our ownership and use of intellectual property, our failure to protect our
intellectual property or to develop new proprietary technology may negatively
affect us".
ENVIRONMENTAL MATTERS
Environmental laws vary significantly among the countries in which we
operate. Under certain environmental laws, a current or previous owner of real
property, and parties that generate or transport hazardous substances that are
disposed of on real property, may be liable for the costs of investigating and
remediating such substances on or under the property. Environmental laws also
may impose restrictions on the manner in which property may be used or
businesses may be operated, and these restrictions may require expenditures for
compliance. In connection with the ownership or operation of our facilities, we
could be liable for such costs in the future.
We are not aware of any material environmental claims pending or threatened
against us, and we do not believe we are subject to any material environmental
remediation obligations. However, we cannot assure you that a material
environmental claim or compliance obligation will not arise in the future.
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[ORGANIZATIONAL CHART]
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ORGANIZATIONAL AND OPERATIONAL STRUCTURE
OVERVIEW
We were incorporated in the British Virgin Islands on July 26, 1991 and
conduct our businesses through subsidiaries and joint ventures. MIH Holdings,
which is quoted on the Johannesburg Stock Exchange under the symbol "MHH",
indirectly owns shares representing 53.3% of the economic interest and 77.4% of
the voting interest with respect to our ordinary shares. MIH Investments owns
64.7% of the voting stock of MIH Holdings, and Naspers owns all the voting stock
of MIH Investments and directly owns 2.8% of MIH Holdings. Naspers directly owns
shares representing 3.5% of the economic interest and 1.7% of the voting
interest with respect to our ordinary shares. The diagram on the preceding page
summarizes our group structure and ownership.
SUBSIDIARIES AND JOINT VENTURES
PAY-TELEVISION
In many of our markets, our pay-television businesses utilize similar
corporate structures. These structures generally include a content management
company that provides the content for the pay-television operation, a
subscription management business and a service transmission and distribution
business. In each region, these companies may have local partners.
AFRICA AND THE MIDDLE EAST. We operate our South African business through
our indirect wholly owned subsidiary, MultiChoice Africa (Proprietary) Limited.
MultiChoice Africa obtains channels from and conducts transmission and
distribution through certain of our affiliates. MultiChoice Africa in turn has
ownership interests in subsidiaries and joint ventures operating in Kenya,
Ghana, Uganda, Nigeria, Tanzania, Zambia, Namibia, Botswana and Lesotho. In
Africa, we consider several factors when determining the countries within which
to establish joint venture investments, including comparative political
stability, a free market economy, adequate infrastructure, a favorable foreign
exchange system, a suitable local partner and sufficient management control. In
many other African nations, we operate through agents or franchisees. These
parties conduct marketing and advertising to build our subscriber base and
collect subscription revenues on our behalf. They retain a minor portion of
these subscription revenues as compensation for their services and remit the
balance to us.
MultiChoice Middle East Inc. is a 90.0% owned subsidiary of MultiChoice
Middle East Holdings Inc., which in turn is 50.0% indirectly owned by us. The
other shareholders in MultiChoice Middle East Holdings and MultiChoice Middle
East are strategic regional investors. In Egypt, we indirectly own 10.0% of
Cable Network Egypt, which provides terrestrial analog service, and 75.0% of
MultiChoice Egypt Limited, which provides subscriber management services to
Cable Network Egypt.
MEDITERRANEAN. We operate our Mediterranean businesses through our interest
in a holding company, NetMed B.V. We own 52.0% of NetMed B.V., and Fintage House
B.V., a subsidiary of MeesPierson N.V., owns the remaining 48.0%. We hold an
option to purchase Fintage House's 48.0% interest on demand at a fixed,
pre-arranged price that is slightly greater than the price at which Fintage
House purchased that interest from us. Pursuant to a shareholders' agreement
between us and Fintage House, NetMed does not pay dividends. Changes in the
Greek regulatory environment may lead to a change in the ownership structure of
our Greek subsidiaries and joint ventures, and we are currently reviewing
several alternatives. In addition, we periodically evaluate various proposals
regarding our ownership of NetMed B.V. including, among others the exercise of
our option to purchase Fintage House's interest, however, we expect to continue
to own a majority of NetMed B.V. for the foreseeable future.
NetMed manages its pay-television business through the following operating
subsidiaries:
- MultiChoice Hellas S.A. and MultiChoice Cyprus Limited manage our
subscriber base and market and sell pay-television services in Greece and
Cyprus, respectively. NetMed, through Myriad
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Development B.V., owns 51% of each of MultiChoice Hellas and MultiChoice
Cyprus. The remainder of MultiChoice Hellas is 42.0% owned by Teletypos
S.A., a Greek media company that operates Mega Channel, the second largest
Greek free-to-air television channel, and 7.0% owned by Lumiere Television
Limited, a Cypriot investor. Lumiere Television also owns the remaining
49.0% of MultiChoice Cyprus. MultiChoice Hellas and MultiChoice Cyprus
collect subscriber revenues, retain a portion as payment for their
services and pass the balance to NetMed Hellas S.A., Lumiere Television
and Alfa TV, a Cypriot pay-television company that produces the Alfa
Channel.
- NetMed Hellas is 96.0% owned by NetMed. NetMed Hellas operates the
FilmNet, SuperSport and K-TV pay-television channels in Greece and
provides programming to Lumiere Television and Alfa TV in Cyprus. The
remaining 4.0% ownership is held by Lumiere Services Limited.
- Synergistic Network Development S.A. is 100.0% owned by NetMed and is
responsible for signal transmission and distribution.
- SOE International SA (trading as Enic Hellas) is 40% owned by NetMed B.V.
Enic Hellas owns 78.4% of PAE AEK, one of the three largest professional
soccer clubs in Greece, and 100% of Basic Hellas SA, the merchandising
associate of PAE AEK.
ASIA. We have a joint venture interest in the United Broadcasting
Corporation Public Company Limited ("UBC"), formerly the International
Broadcasting Corporation Public Company Limited, and its subsidiaries in
Thailand. Founded in 1985, UBC is quoted on the Stock Exchange of Thailand under
the symbol "UBC" and had a market capitalization of Baht 22.4 billion
($592.0 million) on March 31, 2000. We became an investor in UBC in
January 1997 and have gradually increased our total share of ownership of UBC to
approximately 31.1%. The remaining shares in UBC are beneficially owned 41.0% by
Telecom Holding Company Limited, a subsidiary of Telecom Asia Public Company
Limited, 0.4% by the Mass Communications Organization of Thailand, which is one
of the two primary media regulators in Thailand, and 27.5% by other private
investors and the public.
UBC's pay-television business is managed through four operating entities.
UBC operates the digital satellite services and acts as a holding company for
the remaining parts of the business. UBC Cable Network Public Company Limited,
formerly UTV Cable Network Public Company Limited, which is 98.6% owned by UBC,
operates the analog cable television services business for the UBC group.
Cineplex Company Limited, which is 99.9% owned by UBC, produces channels
featuring movies, drama, educational programming, news and sports for the UBC
group's pay-television systems. Both UBC Cable and Cineplex were founded by
Telecom Asia and later purchased by UBC. Satellite Services Company Limited,
which is 97.2% owned by UBC, provides certain services used by the UBC group in
its pay-television systems, including signal transmission and distribution.
TECHNOLOGY
Our Mindport division is a leading provider of pay-television software and
hardware solutions and services both to our pay-media businesses and to
third-party pay-media operators. We operate our Mindport technology division
mainly through our wholly owned subsidiaries, Irdeto Access B.V. and Mindport
IBS B.V. In addition, we own 30,631,746 of OpenTV's Class B Ordinary Shares
(representing approximately 36.1% of the economic interest and 70.6% of the
voting rights of OpenTV's ordinary shares, in each case on a fully diluted
basis). OpenTV produces operating systems for interactive television. We have
formed a subsidiary, Mindport (BVI) Limited, to act as a holding company for all
of our technology assets.
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INTERNET
M-Web Holdings was formed in 1997 through a series of transactions whereby
we contributed our Internet related business to a new entity, M-Web Holdings
Limited, and subsequently capitalized it with a special dividend to MIH
Holdings. M-Web Holdings was subsequently spun off, but we have reacquired an
ownership interest since the spin-off. We currently own 16.8% of M-Web Holdings,
which we acquired through a private placement in August 1999 and additional
share purchases and share subscriptions since that time, and continue to manage
M-Web Holdings pursuant to a voting pool agreement between us and Naspers
Limited, M-Web Holdings' principal shareholder.
M-Web (Thailand) commenced operations in May 1999. We have a 95% stake in
M-Web (Thailand) through a company that we control. Pursuant to a share swap
agreement dated January 14, 2000, our affiliate Myriad International Holdings
Asia BV, or MIH Asia, transferred 5% of the total issued share capital of M-Web
(Thailand) to AD Venture Company Limited, the Internet subsidiary of Shin
Corporations Public Company Limited, a Thai telecommunications group, and
received, in return, 5% of the total issued share capital of Shinee.com Company
Limited. We recently acquired, through a company that we control, a 75% interest
in Internet Knowledge Service Center Co. Ltd., or IKSC, a Thai holding company
that has a majority stake in KSC Comnet, which we believe is the largest ISP in
Thailand.
M-Web China was established in July 1999. In connection with the strategic
agreements that M-Web China entered into with respect to the establishment of an
online service provider in China, the owners of A-1.Net receive 35% of the
issued share capital of M-Web China and MIH Limited's interest reduces to 65%.
This transaction closed in April 2000. Wisdom Online is a joint venture with an
affiliate of Tsinghua University formed to develop online educational services
in China, including the Education Online portal. We have a 41% interest in this
joint venture.
AFFILIATES
We have several non-subsidiary affiliates, including Electronic Media
Network Limited (which we refer to as M-Net Ltd.), SuperSport International
Holdings "SSIH" and M-Web Holdings. M-Net Ltd. is a publicly traded South
African company that provides the premium film channels carried by us on our
pay-television platforms in Africa. SSIH is a publicly traded South African
company that provides the sports channels carried by us on our pay-television
systems in Africa and the Middle East. Shares of SSIH are linked with those of
M-Net Ltd., and as of March 31, 2000, their market capitalization was
approximately ZAR2.1 billion ($318.0 million). The linking provides that each
share of either company's stock trades with one share of the other company's
stock, with a single price for both shares combined. The shares can be delinked
by a declaration of each company's board. We currently own 19.8% of each of
M-Net Ltd. and SuperSport International and, in turn is 5.7% owned by SSIH.
Orbicom, which was recently sold to M-Cell, the investment holding company
of a leading cellular telephony provider in South Africa, was formerly owned 80%
by MIH Holdings and 20% indirectly by us. Orbicom provides the uplink, which
refers to the signal that travels from the earth transmitting station up to the
satellite receiving station, and backhaul facility for our operations in Africa.
Prior to its acquisition by M-Cell, Orbicom was not operated as a profit center
as it provided its services at cost to various subsidiaries of MIH Holdings,
including us. Under the arrangements for the acquisition of Orbicom by M-Cell,
Orbicom's services will continue to be provided to us at cost for a minimum
period of two years from April 1, 1999.
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GLOSSARY OF TECHNICAL TERMS
ADDRESSABLE: A device is addressable if a signal can be transmitted from the
conditional access system to the device instructing it to carry out or cease to
carry out a particular function, for instance, descrambling a signal.
ANALOG: Information is transmitted by varying the phase, amplitude or frequency
of a radio carrier wave with the information that is being transmitted.
BANDWIDTH: The radio frequency spectrum, whether the transmission medium is
physical wire or thin air, can be divided up into any number of "channels". Each
channel takes up a certain amount of space on the frequency spectrum. The amount
of spectrum occupied by the channel is its band width and is usually measured in
kilohertz (kHz) and megahertz (MHz). A broader band width can carry more
information.
BOUQUET: The channels offered by a pay-television provider on a given platform.
BROADBAND: High-capacity transmission capability usually associated with
fiber-optic cable. Generally used when discussing video or TV transmission
systems.
C-BAND: A frequency range of the electromagnetic spectrum used heavily for
satellite transmission, having an uplink frequency at 6 GHz and a downlink
frequency at 4 GHz.
CA MODULE: Conditional access module. Forms part of the conditional access
system.
CATV: Cable television.
CO-AXIAL CABLE: A cable consisting of an insulated center conductor and a
concentric outer conductor. Co-axial cable is used primarily for wideband,
video, or radio-frequency applications.
COMPRESSION: Technology that reduces or lowers the band width or space required
for transmission or storage of a data set.
CONDITIONAL ACCESS SYSTEM OR CAS: The technology that provides for selective
access to specific services including subscription television services.
DECODER: The term given to the device in a signal receiver that receives the
scrambled signal and converts it into a quality audio or visual signal for
listening or viewing.
DEDICATED LINE: A transmission circuit that is available at all times installed
between two sites of a private network.
DIGITAL: A method of storing, processing, or transmitting information in terms
of binary digits.
DIGITAL COMPRESSION: The process of reducing the number of bits required to
store or transmit information in digital form.
DISH: A dish collects signals downlinked from a satellite or concentrates them
for uplinking to the satellite.
DOWNLINK: The signal that travels from the satellite down to the receivers on
earth.
DSTV: Digital satellite television
DTH: Direct-to-Home. The generic term used to describe the system of signal
transmission from an earth station to a satellite and then to home for viewing.
ENCRYPTION: Transforms digital or analog data into a format that is
unintelligible without the proper decryption key.
56
<PAGE>
FIBER OPTIC CABLE: A transmission medium that uses glass or plastic fibers
rather than copper wire to transport data or voice signals.
FOOTPRINT: The geographic area covered by the beam of a satellite, the outer
edge of which is generally defined as that area where the quality of
communication degrades below an acceptable commercial level.
HEAD-END: The source end of a television broadcast system. Head-ends receive
television signals from a variety of sources including satellite or dedicated
line and transmit them through the cable, satellite or terrestrial subscription
networks.
INTEGRATED RECEIVER/DECODER OR IRD: Digital set-top receiver with a built-in
de-scrambler for decoding pay-television services.
ISP: Internet Service Provider. A business that allows companies and
individuals to connect to the Internet by providing the interface to the
Internet backbone.
KU-BAND: A frequency range used for satellite downlink transmissions that falls
within the 12 to 14 GHz range of the electromagnetic spectrum, allowing use of
27 inch (or 90 cm) or smaller ground dishes.
LMDS: Local, Multipoint Distribution Service. LMDS uses low-power transmitters
to broadcast programming to receiving equipment in homes and businesses.
MMDS OR A MULTICHANNEL, MULTI-POINT DISTRIBUTION SERVICE: Also known as
"wireless cable", MMDS uses high-power transmitters to broadcast programming to
receiving equipment in homes and businesses.
MPEG II: A set of standards developed by the Moving Pictures Experts Group that
details guidelines for access rates, compression and conditional access.
M-WEB NETWORK: Internet properties, both owned and not owned by M-Web, to which
M-Web provides advertising services.
NEAR VIDEO-ON-DEMAND (VOD): A service on a switched network that allows users
to select individual programs electronically and watch them instantaneously.
NET CHURN: The percentage of subscribers over a given period who terminate
their subscription, net of former subscribers who reconnect during that period.
OSP: Online Service Provider. A business that allows companies and individuals
to connect to the Internet by providing the interface to the Internet backbone
as well as providing additional services on the Internet such as content and
e-commerce type services.
PAGE VIEWS: The number of times a page was downloaded by users, often measured
as a function of time ("page views per day").
PAY-PER-VIEW: A service which may be offered by subscription TV operators where
subscribers elect to view individual scheduled premium programs, such as select
movies and sporting events, for a fee.
PIRACY: Any impersonation, unauthorized browsing, falsification, breach of
copyright, theft of data or disruption of service or control information in a
network.
SET-TOP BOX: Device used to receive and decode subscription services including
subscription television services for display on television.
SCRAMBLER: A device that alters a message at the transmitter to make the
message unintelligible at a receiver not equipped with an appropriate
de-scrambling device.
57
<PAGE>
SMART CARD: A credit card-sized device with embedded processors that provides
entitlement functions and stores decryption keys and digital signatures and that
may be inserted in a set-top box.
SUBSCRIBERS: Viewers who pay a fee for any programming package offered by the
Company.
TRANSPONDER: A microwave repeater on a satellite that can retransmit a signal
or set of signals.
ULTRA-HIGH FREQUENCY (UHF): Frequencies from 300 MHz to 3000 MHz.
UNIQUE VISITORS: The number of unique individuals who visit an Internet web
site within a specified period of time.
UPLINK: The signal that travels from the earth transmitting station up to the
receiving station, such as a satellite.
VERY-HIGH FREQUENCY (VHF): Frequencies from 30 MHz to 300 MHz.
VOIP: Voice over Internet Protocol
WIRELESS CABLE: Refers to the use of MMDS or LMDS systems for transmission of
subscription TV services.
58
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
We have major corporate offices in Hoofddorp, The Netherlands, Johannesburg,
South Africa and Athens, Greece. The following table summarizes certain
information regarding our principal facilities as of March 31, 2000:
<TABLE>
<CAPTION>
DESCRIPTION/USE LOCATION SIZE OWNED OR LEASED
--------------- ---------------------------- -------------- ---------------
<S> <C> <C> <C>
Corporate offices...................... Hoofddorp, The Netherlands 6,772 m sqr leased
Corporate offices...................... Mountain View, CA, USA 3,626 m sqr leased
Corporate offices...................... San Diego, CA, USA 1,750 m sqr leased
Corporate offices...................... Johannesburg, South Africa 20,400 m sqr* leased
Corporate offices...................... Durban, South Africa 2,672 m sqr leased
Corporate offices...................... Cape Town, South Africa 3,219 m sqr leased
Corporate offices...................... Athens, Greece 12,000 m sqr leased
Corporate offices...................... Beijing, China 2,091 m sqr leased
Corporate offices...................... Bangkok, Thailand 20,336 m sqr leased
Corporate offices...................... Shanghai, China 100 m sqr leased
Development offices.................... Hong Kong, China 193 m sqr leased
</TABLE>
------------------------
* multiple locations
ITEM 3. LEGAL PROCEEDINGS
LEGAL PROCEEDINGS
From time to time, we and our local partners in Greece have experienced
objections by local communities to the establishment or continued presence of
transmission sites in these communities. These matters have generally been
resolved in the ordinary course. In addition, we are party to routine litigation
and proceedings in the ordinary course of business. We are not aware of any
current or pending litigation that we believe would have a material adverse
effect on our results of operations or financial condition.
UBC submitted an application to the Thai Trade Competition Committee under
the Thai Competition Act. On September 4, 2000 the Trade Competition Commission
rendered its ruling that UBC has not violated the Competition Act. See
"Regulation--Thailand".
On May 30, 2000 Teletypos SA ("Teletypos") offered to sell to the Myriad
Development BV ("Myriad") and to Lumiere Television Limited ("LTV") all of
Teletypos' shares ("the Shares") in MultiChoice Hellas SA ("MultiChoice").
Myriad and LTV accepted Teletypos' offer but, thereafter, Teletypos refused to
transfer the Shares to Myriad and LTV. This dispute between Myriad Company and
LTV on the one hand and Teletypos on the other hand relating to the acceptance
by Myriad Company and LTV of Teletypos's offer to sell the Shares to Myriad and
LTV and the subsequent refusal by Teletypos to transfer the Shares ("the
Dispute") was referred to the chief executive officers of Myriad, LTV and
Teletypos ("Chief Executive Officers") on June 12, 2000 in accordance with
clause 14.2 of the Investment and Shareholders Agreement dated June 20, 1994
between the Company, LTV and Teletypos (the "Shareholders Agreement"). The Chief
Executive Officers were not able to resolve the Dispute and Teletypos continued
to refuse to transfer the Shares to Myriad and LTV within the time period
referred to in clause 14.2 of the Shareholders Agreement. Accordingly, Myriad
and LTV, acting under clause 14.3 of the Shareholders Agreement, referred the
Dispute for determination by arbitration in London in accordance with the Rules
of the London Court of International Arbitration. Myriad and LTV have requested:
declatory relief: (that binding agreements were concluded by Teletypos with
Myriad and LTV for the sale of the Shares); injunctive relief including an order
that Teletypos transfer the Shares to Myriad and LTV and take such steps as may
be necessary to enable such transfer; damages in an amount to be quantified;
interest; costs; and such additional specific or other relief as may be just.
59
<PAGE>
The transfer of the shares in IKSC to MKSC in connection with M-Web
(Thailand) Holdings BV's purchase of an interest in MKSC was disputed by Jasmine
on the basis of provisions in a shareholders' agreement between Jasmine and the
transferors of the IKSC shares. Jasmine claimed that these provisions, in
effect, prohibited the transfer of the IKSC shares to MKSC, and obtained an
injunction from the Thai courts which sought to prevent the transfer. However,
as the transfer had already taken place prior to the granting of the injunction,
Jasmine sought the revocation of the share transfer. The dispute with Jasmine
was settled on September 6, 2000 on the basis that Jasmine would relinguish its
claim to have transferred to it the 12.5% of the issued shares of KSC Comnet
which IKSC was holding on Jasmine's behalf and that, instead, IKSC would issue
to Jasmine further shares in IKSC, taking its shareholding in IKSC up to 37.5%
and concomitantly, reducing MKSC's shareholding in IKSC to 62.5%.
ITEM 4. CONTROL OF REGISTRANT
PRINCIPAL STOCKHOLDERS.
The following table sets forth as of August 31, 2000, certain information
with respect to the beneficial ownership of each class of our voting securities
by (1) each person who is known to us to be the beneficial owner of more than 5%
of any class of our voting securities and (2) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
CLASS A CLASS B
ORDINARY SHARES ORDINARY SHARES
---------------------- ----------------------- TOTAL
PERCENTAGE PERCENTAGE VOTING
IDENTITY OF PERSON OR GROUP NUMBER OF CLASS NUMBER OF CLASS RIGHTS
--------------------------- --------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Naspers Limited............................ 2,003,334 7.4% 30,787,319(1) 100.0% 79.4%(2)
MIH Holdings Limited(3).................... -- -- 30,787,319 100.0 77.4
SuperSport International Holdings 3,253,222 12.1 -- -- 2.7
Limited..................................
Thomson Consumer Electronics, Inc.......... 2,581,775 9.6 -- -- 2.2
Johnnies Industrial Corporation 2,191,125(5) 8.1 -- -- 1.8
Limited(4)...............................
MIH Limited Share Trust(6)................. 1,944,415 7.2 -- -- 1.6(7)
Directors and officers as a group(8)....... -- -- -- -- --
</TABLE>
------------------------
(1) All of these shares are held by MIH (BVI) Limited, a wholly owned subsidiary
of MIH Holdings Limited. Because Naspers Limited owns a majority of the
voting securities of MIH Holdings Limited, it could be deemed to be a
beneficial owner of these shares.
(2) The 2,003,334 Class A Ordinary Shares directly owned by Naspers Limited
represent 1.7% of the total voting rights and the 30,787,319 Class B
Ordinary Shares that Naspers Limited could be deemed to beneficially own
represent 77.4% of the total voting rights.
(3) All shares indicated as being beneficially owned by MIH Holdings Limited are
held by MIH (BVI) Limited, a wholly owned subsidiary of MIH Holdings
Limited.
(4) Shares are held through a wholly owned subsidiary.
(5) Prior to March 31, 2000, Johnnies Industrial Corporation Limited ("Johnnic")
owned 4,194,459 Class A Ordinary Shares. In two recent transactions, Naspers
Limited purchased a total of 2,003,334 Class A Ordinary Shares from Johnnic
for an aggregate purchase price of $146.9 million (representing an average
purchase price of $73.33 per share).
(6) Holds shares that are issuable pursuant to the exercise of options granted
under the MIH Limited Share Scheme.
(7) Until the shares have been delivered to an employee upon the exercise of an
option, voting rights with respect to shares held by the MIH Limited Share
Trust are vested in the trustees of the Share Trust.
(8) Excludes options to purchase Class A Ordinary Shares. See "Item 11.
Compensation of Directors and Officers--Directors' Stock Option Plan" and
"Item 12. Options to Purchase Securities from Registrant or Subsidiaries".
60
<PAGE>
ITEM 5. NATURE OF TRADING MARKET
PRICE RANGE OF OUR ORDINARY SHARES
As of August 31, 2000, the company had approximately 53 participants of
record of an aggregate of approximately 57.8 million shares of Class A Ordinary
Shares outstanding. As of August 31, 2000, and as far as it has been practicable
for us to ascertain, there were an estimated 21 beneficial U.S. holders of the
Class A Ordinary Shares. As of August 31, 2000, to the Company's knowledge
approximately 17% of the total outstanding Class A Ordinary Shares was held by
persons in the United States.
Prior to April 13, 1999, there was no public market for our Class A Ordinary
Shares. Since our initial public offering on April 13, 1999, our Class A
Ordinary Shares have traded on the Nasdaq National Market and the Amsterdam
Stock Exchange under the symbol "MIHL". The following table sets forth the range
of the high and low closing sales prices of our Class A Ordinary Shares on the
Nasdaq National Market and the Amsterdam Stock Exchange for the periods
indicated:
<TABLE>
<CAPTION>
NASDAQ AMSTERDAM
------------------- -------------------
HIGH LOW HIGH LOW
-------- -------- -------- --------
<S> <C> <C> <C> <C>
CALENDAR YEAR ENDED DECEMBER 31, 1999
Second quarter (from April 13, 1999)........................ $30.88 $18.31 $30.25 $18.25
Third quarter............................................... $30.38 $24.63 $30.00 $25.50
Fourth quarter.............................................. $69.25 $28.88 $70.00 $30.25
CALENDAR YEAR ENDED DECEMBER 31, 2000
First quarter............................................... $89.00 $52.38 $95.00 $55.00
Second quarter 2000......................................... $66.37 $27.25 $70.00 $28.00
</TABLE>
On August 31, 2000, the last reported sale price of our Class A Ordinary
Shares was $37.38 per share on the Nasdaq National Market and $30.00 per share
on the Amsterdam Stock Exchange.
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
There are no material British Virgin Islands laws which impose foreign
exchange controls on the Company or that affect the payment of dividends,
interest, or other payments to nonresident holders of the Company's securities.
British Virgin Islands law and the Company's Memorandum and Articles of
Association impose no limitations on the right of nonresident or foreign owners
to hold or vote the Class A Ordinary Shares.
Our South African subsidiaries are subject to significant restrictions on
their ability to remit funds outside of South Africa. South African exchange
control regulations provide for a common monetary area consisting of South
Africa, Lesotho, Namibia and Swaziland. Transactions between South African
residents and residents of countries outside the common monetary area are
subject to South African exchange control regulations. South African residents,
including companies, are generally not permitted to export capital from South
Africa or to hold foreign currency without the approval of The South African
Reserve Bank, and restrictions are imposed on their foreign investments. In
addition, South African companies are generally required to repatriate to South
Africa those profits of foreign operations which are not required to fund their
ongoing business operations. While these restrictions have been liberalized in
recent years, a South African company's ability to raise and deploy capital
outside South Africa remains subject to significant restrictions. These exchange
control regulations effectively prevent us from receiving distributions from our
South African subsidiaries.
61
<PAGE>
ITEM 7. TAXATION
Under the International Business Companies Act of the British Virgin Islands
as currently in effect, a holder of ordinary shares who is not a resident of the
British Virgin Islands is exempt from British Virgin Islands income tax on
dividends paid with respect to the ordinary shares and all holders of ordinary
shares are not liable to the British Virgin Islands for income tax on gains
realized during that year on sale or disposal of such shares. The British Virgin
Islands does not impose a withholding tax on dividends paid by a company
incorporated under the International Business Companies Act.
There are no capital gains, gift or inheritance taxes levied by the British
Virgin Islands on companies incorporated under the International Business
Companies Act. In addition, the ordinary shares are not subject to transfer
taxes, stamp duties or similar charges.
There is no income tax treaty or convention currently in effect between the
United States and the British Virgin Islands.
ITEM 8. SELECTED FINANCIAL DATA
The selected financial data set forth below have been derived from the
Consolidated Financial Statements for the years ended March 31, 2000, 1999 and
1998 and from the Combined Financial Statements for the years ended March 31,
1997 and 1996. The Financial Statements are prepared in accordance with
international accounting standards ("IAS"). The Consolidated Financial
Statements as of March 31, 2000, 1999 and 1998 and for each of the three years
in the period ended March 31, 2000 were audited by PricewaterhouseCoopers Inc.
The Combined Financial Statements for the years ended March 31, 1997 and 1996
were audited by Coopers & Lybrand (predecessor to PricewaterhouseCoopers Inc.).
The accounting policies adopted by the Company under IAS differ in certain
significant respects from generally accepted accounting principles in the United
States ("US GAAP"). Such differences are described in Note 34 to the
Consolidated Financial Statements and in "Item 9. Management's Discussion and
Analysis of Financial Condition and Results of Operations--US GAAP
Reconciliation". The Combined Financial Statements include the combined accounts
of the Acquired MIH Businesses (as defined) and eliminate all accounts among the
Acquired MIH Businesses. The Combined Financial Statements do not eliminate
amounts due from the Acquired MIH Businesses to MIH Limited, which the
Consolidated Statements do eliminate, nor do they include purchase accounting
adjustments that occurred as a result of the Canal+ Transaction (as defined).
When you read this selected financial and operating data, you should also read
the Consolidated Financial Statements and related notes included elsewhere in
the annual report. The historic results are not necessarily indicative of future
results.
62
<PAGE>
<TABLE>
<CAPTION>
ACQUIRED MIH
BUSINESS
COMBINED
COMPANY CONSOLIDATED(1) (PREDECESSOR)(1)
------------------------------------ -------------------
YEAR ENDED MARCH 31,
----------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- -------- --------
(U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
AMOUNTS IN ACCORDANCE WITH IAS:
Revenues:
Subscriptions............................. $ 508.9 $ 442.7 $ 404.5 $315.5 $233.3
Hardware and software sales............... 81.1 72.0 63.1 60.2 43.6
Technology and other...................... 133.4 93.2 32.9 16.2 6.0
---------- ---------- ---------- ------ ------
Total revenues, net..................... 723.4 607.9 500.5 391.9 282.9
Operating expenses:
Cost of providing services(2)............. (435.6) (390.5) (308.8) (259.4) (212.9)
Selling, general and administrative....... (284.0) (203.8) (175.2) (140.4) (77.6)
Depreciation and amortization............. (74.0) (51.4) (58.0) (16.2) (9.8)
---------- ---------- ---------- ------ ------
Operating loss(2)....................... (70.2) (37.8) (41.5) (24.1) (17.4)
Financial results net(3).................. (15.9) (9.1) (5.5) (5.3) (0.9)
Equity results in joint ventures and
associates.............................. (41.6) (43.3) (7.9) 3.8 0.6
Profit on sale/dilution on subsidiaries,
joint ventures and associates........... 114.2 31.1 -- -- --
---------- ---------- ---------- ------ ------
Loss before taxation...................... (13.5) (59.1) (54.9) (25.6) (17.7)
(Loss)/profit from continuing
operations.............................. (9.1) (59.0) (58.5) (26.0) (21.5)
Net loss.................................. (17.0) (68.8) (63.8) (26.0) (21.5)
Per share amounts(4)
Loss from continuing operations........... $ (0.18) $ (1.54) $ (1.53)
Net loss.................................. (0.34) (1.80) (1.67)
Dividends(5).............................. -- -- 1.36
Weighted average shares outstanding....... 50,790,662 38,235,000 38,235,000
AMOUNTS IN ACCORDANCE WITH US GAAP:
Total revenues, net....................... $ 723.4 $ 607.9 $ 500.5 $391.9 $282.9
Loss from continuing operations........... (102.6) (64.1) (74.1) (26.0) (21.6)
Cumulative effect of a change in
accounting principle.................... -- -- -- -- (3.9)
Net loss.................................. (110.5) (74.0) (79.3) (26.0) (25.4)
Per share amounts
Basic and diluted per share amounts(4)
Loss from continuing operations........... (2.01) (1.68) (1.94)
Net loss.................................. (2.17) (1.94) (2.07)
</TABLE>
63
<PAGE>
<TABLE>
<CAPTION>
ACQUIRED MIH
BUSINESS
COMBINED
COMPANY CONSOLIDATED(1) (PREDECESSOR)(1)
------------------------------ -------------------
YEAR ENDED MARCH 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
AMOUNTS IN ACCORDANCE WITH IAS:
Cash and cash equivalents.................... $ 284.60 $ 56.1 $ 153.4 $ 53.9 $ 15.1
Total assets................................. 1,076.9 776.2 646.1 287.2 156.1
Total debt(6)................................ 250.0 284.4 107.6 76.8 16.1
Total liabilities............................ 630.1 599.0 392.5 337.7 188.6
AMOUNTS IN ACCORDANCE WITH US GAAP:
Total assets................................. $1,057.4 $ 746.3 $ 621.2 $ 287.2 $ 156.1
Total debt(6)................................ 249.7 284.4 107.6 76.8 17.9
Total liabilities............................ 630.1 599.0 392.5 337.7 188.6
Total shareholders' equity................... 319.3 146.8 228.7 (50.6) (32.4)
OTHER DATA:
Operating Profit/(Loss) Before
Depreciation and Amortization(7)........... $ 3.8 $ 13.6 $ 16.5 $ (7.9) $ (7.6)
Cash flow from operating activites........... 24.5 (19.2) 5.2 68.5 6.6
Cash flow from investing activities.......... (113.7) (85.2) 178.4 (14.6) (10.7)
Cash flow from financing activities.......... 324.1 7.8 (84.9) (13.3) (1.3)
Capital expenditures......................... (25.5) (11.4) (31.7) (17.6) (13.0)
Subscribers in thousands (at period end):
Africa
South Africa............................... 1,088 1,073 1,054 1,008 943
Sub-Saharan Africa......................... 155 140 109 104 73
Egypt...................................... 46 30 18 13 9
Middle East................................ 94 62 27 15 --
-------- -------- -------- -------- --------
Total Africa............................. 1,383 1,305 1,208 1,140 1,025
-------- -------- -------- -------- --------
Mediterranean
Greece..................................... 307 316 254 203 101
Cyprus..................................... 43 35 31 26 11
-------- -------- -------- -------- --------
Total Mediterranean...................... 350 351 285 229 112
-------- -------- -------- -------- --------
Asia
Thailand................................... 333 300 313 253 130
-------- -------- -------- -------- --------
Total subscribers........................ 2,066 1,956 1,806 1,623 1,267
======== ======== ======== ======== ========
Average montly revenue per subscriber(8)..... $ 26.34 $ 24.11 $ 23.90 $ 21.10 $ 18.63
</TABLE>
64
<PAGE>
<TABLE>
<CAPTION>
COMPANY CONSOLIDATED(1)
---------------------------------
YEAR ENDED MARCH 31,
---------------------------------
1997 1996
--------------- ---------------
(U.S. DOLLARS IN MILLIONS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
STATEMENTS OF OPERATIONS DATA:
AMOUNTS IN ACCORDANCE WITH IAS:
Net profit/(loss).................................. $ 409.2 $ (85.7)
Weighted average shares outstanding................ 38,235,000 38,235,000
Profit/(Loss) per share............................ 10.68 (2.24)
AMOUNTS IN ACCORDANCE WITH US GAAP:
Net profit......................................... $ 409.6
Profit per share................................... 10.69
BALANCE SHEET DATA (AT PERIOD END):
AMOUNTS IN ACCORDANCE WITH IAS:
Total assets....................................... $ 803.1 $ 63.7
Total debt(6)...................................... 124.0 94.5
AMOUNTS IN ACCORDANCE WITH US GAAP:
Total assets....................................... $ 803.1
Total debt(6)...................................... 124.0
Total shareholders' equity......................... 397.3 29.8
</TABLE>
------------------------
1) See "Item 9. Management's Discussion and Analysis of Financial Condition and
Results of Operations--Presentation of Financial Information".
2) The operating results of the Company for the year ended March 31, 2000
include amortization of $43.8 million attributable to intangible assets of
$207.9 million, which were recorded as a result of the acquisition of the
Acquired MIH Businesses as well as subsequent net acquisitions of
$195,7 million (as defined herein). Amortization of film and sports rights
is included in the cost of providing services.
3) Includes interest expense, interest income, dividend income, foreign
exchange gains and losses, and gains on disposal of investments.
4) Per share amounts are not applicable to the results of the Acquired MIH
Businesses.
5) Dividend paid in 1998 was to facilitate the capitalization of M-Web
Holdings. The Company does not expect to pay dividends in the near future.
6) Includes bank overdrafts, current portion of long-term debt, long-term debt
(including approximately $20.6 million (inclusive of accrued interest) which
was recorded in connection with the transfer of shares of M-Net/SSIH), but
excluding the liabilities for film and program rights. In fiscal 1997,
excludes debt owed to MIH Limited included in the liabilities of the
Acquired MIH Businesses, as such amounts would be eliminated upon
consolidation.
7) Operating Profit/(Loss) Before Depreciation and Amortization is defined as
Operating Profit/(Loss) Before Depreciation and Amortization (other than
amortization of film and sports rights). Operating Profit/(Loss) Before
Depreciation and Amortization is presented supplementally as we believe it
is the most appropriate measure for evaluating operating performance. We
believe Operating Profit/(Loss) Before Depreciation and Amortization is a
standard measure commonly reported and widely used by analysts, investors
and others associated with the pay-media industry. Operating Profit/(Loss)
Before Depreciation and Amortization eliminates the uneven effect across
reporting periods and companies of (1) depreciation of tangible fixed assets
and (2) amortization of intangible assets acquired in business combinations
accounted for by the purchase method of accounting. While many in the
financial community consider Operating Profit/(Loss) Before Depreciation and
Amortization to be an important measure of comparative operating
performance, it should be considered in addition to, and not as a substitute
for, operating income, net income, cash flow and other measures of financial
performance prepared in accordance with generally accepted accounting
principles which are
65
<PAGE>
presented in the audited financial statements included elsewhere in this
Annual Report. Additionally, our calculation of Operating Profit/(Loss)
Before Depreciation and Amortization may be different than the calculation
used by other companies and, therefore, comparability may be affected.
8) Excludes our Asia and Middle East pay-television operations because such
revenues are not consolidated with our income statements. Total subscribers
from consolidated operations were 1,638, 1,594 and 1,466 million at
March 31, 2000, 1999 and 1998, respectively.
EXCHANGE RATES
The following table sets forth, for the periods indicated, certain
information concerning the rate of exchange of the Thai baht into U.S. dollars
based on the Noon Buying Rate in New York City for cable transfers as certified
for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying
Rate"). For the convenience of the reader, certain amounts contained in this
Annual Report and not derived from the Financial Statements (as defined herein)
have been translated from Thai baht into U.S. dollars. These translated amounts
should not be construed as a representation that the functional currency amounts
actually represent such U.S. dollar amounts or could be, or could have been,
converted into U.S. dollars at the rates indicated below or at any other rate.
<TABLE>
<CAPTION>
MARCH 31,
----------------------------------------------------
BAHT 2000 1999 1998 1997 1996
---- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Period End.......................................... 37.85 37.58 39.60 25.97 25.26
High................................................ 41.62 43.75 56.10 26.10 25.50
Low................................................. 36.58 35.78 22.75 25.23 24.47
Average(1).......................................... 38.05 38.76 36.90 25.54 25.02
</TABLE>
------------------------
(1) The average of the Noon Buying Rates on the last day of each full month
during the relevant period.
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<PAGE>
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT.
PRESENTATION OF FINANCIAL INFORMATION
MIH Limited is a holding company that operates in the pay-media and related
technology industries through its interests in subsidiaries, joint ventures and
associates.
Prior to March 31, 1997, MIH Limited's activities consisted almost entirely
of its 50% interest in NetHold, a pay-television joint venture. NetHold had
investments in pay-television operations in Africa, Cyprus, Greece, Italy,
Belgium, the Netherlands, Scandinavia and the Middle East. NetHold also owned
Irdeto, a pay-television technology company. In March 1997, the Company sold its
interest in NetHold to Canal+ in exchange for a 5% equity interest in Canal+,
all of NetHold's pay-television businesses in Africa, Cyprus, Greece and the
Middle East (the "Canal+ Transaction") and 49% of Irdeto. In subsequent
transactions, the Company acquired all of the ownership interest of Irdeto. The
pay-television businesses in Africa, Cyprus, Greece and the Middle East, along
with 49% of Irdeto, are collectively referred to as the "Acquired MIH
Businesses." As a result of these factors, for the year ended March 31, 1997,
MIH Limited's results consist almost entirely of its share of the results of
NetHold, which owned, in addition to the Acquired MIH Businesses, a substantial
number of other businesses. Accordingly, the Company's historical financial
information after March 31, 1997 is not comparable to its financial information
prior to that date.
The Consolidated Statements present on a consolidated basis the financial
position and results of operations of MIH Limited and subsidiaries, including
the results of joint ventures and associates accounted for under the equity
method. The Company believes that the Acquired MIH Businesses are effectively
the predecessor of the Company prior to March 31, 1997. Accordingly, the results
of operations of the Acquired MIH Businesses are presented on a combined basis.
This is because the Acquired MIH Businesses include nearly all of the businesses
currently operated by the Company, and do not include businesses that have been
discontinued or sold.
The comparability of the Consolidated Financial Statements for the years
ended March 31, 2000, 1999 and 1998 with the Combined Financial Statements of
the Acquired MIH Businesses for the year ended March 31, 1997 is affected by:
- the intangible assets recognized upon the acquisition of the Acquired MIH
Businesses and the amortization thereof; and
- the acquisition of 100% of Irdeto in 1998 and the consolidation of results
which were equity accounted in the combined financial statements.
The Consolidated Financial Statements have been prepared in accordance with
IAS, which differs in certain significant respects from US GAAP. See "--US GAAP
Reconciliation" and Note 34 to the Consolidated Financial Statements for a
description of the principal differences between IAS and US GAAP as they relate
to the Company and the Acquired MIH Businesses.
OVERVIEW OF OPERATIONS
We are a multinational provider of pay-television and Internet services and
the technology employed in the provision of such services. As of March 31, 2000,
we provided television-platform and related
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services to over 2.0 million households and operated our businesses in over 50
countries around the world. Our current holdings consist of:
- television platform operations in Africa, the Mediterranean and Asia;
- pay-media technology businesses based in the Netherlands and the United
States that collectively compose our Mindport division;
- Internet operations in Africa and Asia;
- an equity interest of 19.8% in M-Net Ltd. and SSIH;
- an equity interest of 16.8% in M-Web Holdings Limited; and
- an equity interest of 40% in SOE International SA, which owns 78.4% of PAE
AEK and 100% of Basic Hellas SA.
In Africa, MultiChoice Africa provides a range of subscriber management
services to pay-television households in over 40 countries on the African
continent and adjacent islands, principally in South Africa.
MultiChoice Africa also has direct investments with fully-staffed offices
for pay-television services in Lesotho, Namibia, Botswana, Zambia, Nigeria,
Ghana, Uganda, Kenya and Tanzania. In the Mediterranean, NetMed operates analog
and digital platforms in Greece and an analog platform in Cyprus. In Asia, we
own 31.1% of UBC, the only major pay-television provider in Thailand. In the
Middle East, we perform subscriber management operations for the two digital
platforms in the Middle East and, through MultiChoice Egypt, service the
Egyptian subscriber base for both digital and analog platforms.
Our Mindport technology division consists of Mindport and its subsidiaries,
which design, develop and market pay-television and Internet subscriber
management systems, conditional access systems and other pay-media technologies.
Mindport also holds a 57.4% interest in the outstanding shares of OpenTV (80.1%
as of March 31, 1999), which develops and provides operating systems for
interactive television, and a 100% interest in TV/Com International Inc., which
owns certain conditional access intellectual property rights. In addition,
Mindport engages in set-top box design and specification and consulting and
systems integration services.
Our operating results are affected by a number of items, including the
number of households subscribing to our television-platform and Internet access
services, the average revenue per subscriber, churn rates, seasonality and
foreign exchange rates. Foreign exchange rates can have a significant effect on
our reported earnings as we generate revenues predominantly in the local
currencies of the countries in which we operate, whereas a substantial portion
of our expenses is incurred in U.S. dollars.
REVENUES. Our primary source of revenue is subscriber fees. We also
generate revenue from the sale, rental and maintenance of decoders, the term
given to the device in a signal receiver that receives the scrambled signal and
converts it into a quality audio or visual signal for listening or viewing, and
other income, including e-commerce. As a result of the subsequent acquisition of
the remaining interest in Irdeto and our interest in OpenTV, we began in
January 1998 to consolidate the revenues we generate from technology sales.
OpenTV became a subsidiary on March 31, 1999.
COSTS OF PROVIDING SERVICES. These include programming, content, subscriber
management, decoder purchase, transmission and development costs. Programming
costs include the cost for third-party programs and the production cost of
programs produced by us, as well as the amortization of programming rights for
sporting events and films. Content costs include the cost of acquiring content
from third-party content providers for our Internet services. Subscriber
management costs include the direct costs of service and maintenance of
equipment installed at subscribers' homes and the cost of customer service.
Decoder purchase costs include the purchase of decoders by us for use, lease or
resale. Transmission costs consist of transmission and uplinking and backhauling
charges paid by us to various satellite vendors under operating
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lease agreements. Development costs include the costs of research necessary to
enhance our existing technology products and develop new technologies.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These costs include overhead
costs from the various departments such as marketing, public relations,
subscriber sales, warehousing, information systems, finance and accounting,
accounts receivable/payable and the human resources department.
DEPRECIATION AND AMORTIZATION. These costs include charges relating to the
amortization of intangible assets arising from acquisitions and the depreciation
of our tangible fixed assets, including transponders, decoders and assets under
capital lease.
RECENT DEVELOPMENTS
SIGNIFICANT ACQUISITIONS AND DIVESTITURES. Subsequent to the end of the
last financial year, but prior to OpenTV's initial public offering, we invested
an additional $4.8 million cash in OpenTV Inc. As cash was injected pro rata to
the shareholders' respective percentage of ownership, it had no effect on our
proportionate interest in OpenTV Inc.
OpenTV Corp. (OpenTV), an international company registered in the British
Virgin Islands, was formed as a holding company to own shares in OpenTV, Inc.
Pursuant to a reorganization that occurred in October 1999, the we exchanged our
shares of common stock in OpenTV, Inc. for ordinary shares in OpenTV. In
November 1999, OpenTV completed an initial public offering (IPO) of its ordinary
shares on both the Nasdaq National Market (Nasdaq) and the Amsterdam Stock
Exchange (AEX). As part of the IPO, convertible preference shares issued by
OpenTV in a private placement in October 1999 were converted into ordinary
shares. OpenTV entered into a strategic agreement with General Instrument Corp.
(GIC) and agreed to issue warrants to GIC to purchase up to 700,000 ordinary
shares in OpenTV. These warrants will vest if and when GIC satisfies certain
performance goals. To date, 25% of these warrants have vested. After OpenTV's
IPO and conversion of preference shares, we remain the largest shareholder with
30.6 million, of OpenTV's outstanding shares. The dilution of our interest gave
rise to a dilution gain of $98.6 million, which is included in the statement of
operations.
On February 22, 2000 OpenTV entered into an agreement with EchoStar
Communications Corporation (ECG), EchoStar Satellite Corporation and EchoStar
Technologies Corporation (collectively EchoStar) to develop a hard-drive set-top
box. OpenTV purchased from ECG 50% of the shares in OpenStar, a newly-formed
subsidiary of ECG, in exchange for 2,252,252 OpenTV Class A Ordinary Shares and
the contribution of certain OpenTV intellectual property to OpenStar. The shares
have been placed in an escrow account until EchoStar has met certain milestones.
These shares will revert to OpenTV if EchoStar has not met such milestones
within three years of the date of the agreement.
On March 26, 2000 OpenTV and Spyglass Inc. signed a definitive merger
agreement. Under the merger agreement, OpenTV acquires all of Spyglass's
outstanding stock in a stock-for-stock transaction. Spyglass stockholders
received 0.7236 of an OpenTV Class A Ordinary Share in exchange for each share
of Spyglass common stock. The merger agreement, which has been unanimously
approved by the Boards of Directors of both companies, was completed on
July 24, 2000.
In July 1999, we acquired a 40% interest in SOE International SA, which owns
78.4% of PAE AEK and 100% of Basic Hellas SA, for $6.6 million. The excess of
the purchase price over the net liabilities acquired was allocated to goodwill
and amounted to $18.1 million. We also have an obligation under a shareholders
agreement to fund SOE International up to an amount of $18 million. On
March 31, 2000, we advanced a loan of approximately $10.3 million in partial
satisfaction of this obligation. The acquisition has been accounted for under
the equity method.
On August 24, 1999, we disposed of our 20% interest in, and our loan claims
to, Orbicom to MIH Holdings which in turn, together with its interest of 80%,
sold the total investment in Orbicom to M-Cell in exchange for 23,952,096 M-Cell
Limited shares with a market value of $39 million. Of this total
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consideration, $20.6 million was allocated to us, which we received in the form
of 4,432,273 shares in M-Cell with a market value of $7.2 million and a
$13.4 million note receivable from MIH Holdings Limited. The consideration
received by us, after allocating $6 million to settle the loan claims, gave rise
to a profit on sale of the associate of $15 million, as the carrying value of
the Orbicom investment was recorded at no value in our accounting records.
We acquired a 7.0% interest in M-Web Holdings for a cash consideration of
$16.5 million following the delinking of the MIH Holdings Limited and M-Web
Holdings share on August 2, 1999. On September 30, 1999, we acquired an
additional interest by exchanging our interest in 4,432,273 M-Cell Limited
shares for 13,930,000 shares representing a 3.4% interest in M-Web Holdings. In
February and March 2000, we acquired an additional 5.4% interest in M-Web
Holdings Limited, increasing our total interest up to 15.8%. The excess of our
equity investment over the fair value of the net assets acquired, amounting to
$28.8 million, was allocated to goodwill, and is amortized over its estimated
useful life of five years. We have entered into a joint voting pool agreement
with our parent company, renewable on an annual basis, to manage the operations
of M-Web Holdings. The investment in M-Web Holdings is a joint venture because
of the control that our directors exercise in the financial and operating
policies of M-Web Holdings.
In February 2000 we indirectly acquired a 100% interest in the ordinary
shares in MKSC World Dot Com Company Limited (MKSC) for a cash consideration of
$25 million. MKSC has a 75% interest in Internet Knowledge service center
company Limited (IKSC). IKSC has a 53.5% interest in KSC Commercial internet
Company Limited (KSC), a joint venture with the Communications Authority of
Thailand. The excess of the purchase consideration over the fair value of the
net assets acquired of $23 million has been allocated to goodwill.
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RESULTS OF OPERATIONS
Our results of operations are summarized in the following tables:
<TABLE>
<CAPTION>
CONSOLIDATED
YEAR ENDED MARCH 31,
------------------------------
2000 1999 1998
-------- -------- --------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Subscription revenues....................................... $ 508.9 $ 442.7 $ 404.5
Hardware and software sales................................. 81.1 72.0 63.1
Technology and other........................................ 133.4 93.2 32.9
------- ------- -------
Net revenues.............................................. 723.4 607.9 500.5
------- ------- -------
Cost of providing services.................................. (435.6) (390.5) (308.8)
Selling, general and administrative expenses................ (284.0) (203.8) (175.2)
Depreciation and amortization............................... (74.0) (51.4) (58.0)
------- ------- -------
Total operating expenses.................................. (793.6) (645.7) (542.0)
------- ------- -------
Operating loss............................................ (70.2) (37.8) (41.5)
Financial results, net...................................... (15.9) (9.1) (5.5)
Equity results in joint ventures............................ (39.5) (41.2) (5.1)
Equity results in associates................................ (2.1) (2.1) (2.8)
Profit on sale/dilution of subsidiaries, joint ventures and
associates................................................ 114.2 31.1 --
------- ------- -------
Loss before taxation...................................... (13.5) (59.1) (54.9)
Income taxation............................................. (0.6) (0.3) (7.5)
------- ------- -------
Loss after taxation....................................... (14.1) (59.4) (62.4)
Minority interest........................................... 5.0 0.4 3.8
------- ------- -------
Loss from continuing operations........................... (9.1) (59.0) (58.6)
Loss from discontinued operations......................... (7.9) (9.8) (5.2)
------- ------- -------
Loss for the year....................................... $ (17.0) $ (68.8) $ (63.8)
======= ======= =======
</TABLE>
YEAR ENDED MARCH 31, 2000 COMPARED TO THE YEAR ENDED MARCH 31, 1999
REVENUES
Subscription revenues increased $66.2 million, or 15.0%, to $508.9 million
during the year ended March 31, 2000 from $442.7 million in the same period in
1999, mainly as a result of an increase in the number of subscribers in MIH
Limited's consolidated subsidiaries, as reflected in the table below:
<TABLE>
<CAPTION>
NUMBER OF
SUBSCRIBERS(1)
MARCH 31,
-------------------
2000 1999
-------- --------
(THOUSANDS)
<S> <C> <C>
Digital..................................................... 567 372
Analog...................................................... 1,071 1,222
----- -----
Total..................................................... 1,638 1,594
</TABLE>
------------------------
(1) Excludes non-consolidated joint ventures and associates.
Total subscribers increased by 44,100 or 2.8%, from 1,593,845 at March 31,
1999 to 1,637,945 at March 31, 2000. In Africa, the number of digital
subscribers increased by 158,648 and the number of analog subscribers decreased
by 129,948. The reduction in African analog subscribers resulted primarily
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from our campaign to convert analog customers to digital service, a trend that
the we expect to continue. We estimate that in South Africa 60% of analog
subscribers that discontinue service do so as a result of conversion to digital
service. Our total subscribers in Greece and Cyprus, where we now provide both
analog and digital services, remained at the same levels. The subscriber numbers
were 350,498 and 350,072 for 1999 and 2000 respectively. Since the launch of the
digital services, the digital subscribers base increased to 18,462 subscribers.
Average revenue per subscriber per month increased by $2.23, or 9.2%, to
$26.34 for the year ended March 31, 2000 from $24.11 for the year ended
March 31, 1999. The increase was attributable to the shift in subscribers in
Africa from analog service to the higher-priced digital service, increases in
monthly subscriber fees in local currencies (primarily rand and drachma) by
approximately 5.9% and 12.4% for the analog and digital service, respectively,
offset by the effects of a devaluation of the rand (5.9%) and the drachma (7.9%)
against the U.S. dollar respectively.
Hardware and software sales increased $9.1 million, or 12.6%, to
$81.1 million during the year ended March 31, 2000 from $72.0 million in the
same period in 1999. During the fiscal year ended March 31, 2000 the retail
price of decoders decreased consistently with the reduction in manufacturing
cost of decoders. We passed on the savings in the price we pay for decoders to
our customers. We also subsidized the selling prices of digital decoders in
Africa and analog decoders in Greece and Cyprus to increase our subscriber base.
The revenue per decoder has therefore decreased, resulting in a slower rate of
growth in decoder revenues relative to the growth in the number of subscribers.
This trend is partly offset by a shift of subscribers from analog to digital
decoders, which are more expensive.
Technology revenues increased $38.5 million, or 60.3%, to $102.4 million
during the year ended March 31, 2000 from $63.9 million in the same period in
1999. This increase relates directly to the consolidation of OpenTV for twelve
months of $31.0 million compared with the equity accounting of results for the
previous year. OpenTV became a subsidiary on March 31, 1999.
Other revenues increased $1.9 million, or 6.5%, to $31.1 million during the
year ended March 31, 2000 from $29.2 million in the same period in 1999. This
increase was mainly attributable to an increase in sale of sports, program and
advertising rights in Greece, off-set by a decrease in advertising as all
advertising contracts did not materialize.
OPERATING EXPENSES
Costs of providing services increased by $45.1 million, or 11.5%, to
$435.6 million during the year ended March 31, 2000 from $390.5 million in the
same period in 1999. This increase is primarily attributable to: (i) the
inclusion of costs associated with OpenTV for twelve months of $6.3 million
compared with equity accounting in the prior year; (ii) increased charges for
additional satellite capacity; (iii) increase in the amortization of sports and
programming rights; (iv) net increased programming costs associated with the
increased number of digital subscribers; (v) increase in the cost of decoders,
sports, program and advertising rights sold. The Company expects the
amortization of sports programming to increase in the future as a result of the
amortization of Greek basketball programming rights acquired.
Selling, general and administrative ("SG&A") costs increased by
$80.2 million, or 39.4%, to $284.0 million during the year ended March 31, 2000
from $203.8 million in the same period in 1999, primarily as a result of
(i) consolidation of the SG&A of OpenTV for twelve months compared to equity
accounting of the prior period; (ii) an increase in staff and communication
costs primarily due to the expansion of call centers required to match the
increased number and length of calls arising from the growth in the digital
subscriber base and the roll-out of the internet business; (iii) an expanded
advertising campaign and, (iv) additional costs associated with the group
corporate functions.
Depreciation and amortization increased $22.6 million, or 44.0%, to
$74.0 million during the year ended March 31, 2000 from $51.4 million in the
same period in 1999. Depreciation charges increased by
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$13.9 or 60.7.% to $36.8 million from $22.9 million as a result of the new
transponder leases of $8.3 million as well as the increase in depreciation
charges arising from the net increase in fixed assets. Amortization charge
increased by $9.2 million or 32.3% to $37.7 from $28.5 million mainly due to the
consolidation of OpenTV and the additional investments in the internet.
OPERATING LOSS
Operating loss increased by $32.4 million, or 85.7%, to $70.2 million during
the year ended March 31, 2000 from $37.8 million for the same period in 1999 as
a result of the combined effect of the foregoing factors.
FINANCIAL RESULTS, NET
The net financial loss increased by $6.8 million, or 74.7%, to
$15.9 million during the year ended March 31, 2000 from $9.1 million in the
corresponding period of 1999. The increase is attributable to a reduction in
dividend income of $0.6 million to $1.9 million during the year ended March 31,
2000 from $2.6 million in the same period in 1999 an increase in interest
expense of $5.4 million to $26.8 million during the year ended March 31, 2000
from $21.4 million in the same period in 1999 which was partly offset by an
increase in interest income of $3.4 million to $13.7 million during the year
ended March 31, 2000 from $10.3 million in the same period in 1999 and an
increase in exchange losses of $4.l million to $4.7 million during the year
ended March 31, 2000 from $0.6 million in the same period in 1999. The changes
as compared to the previous year are primarily as a result of the impact of
capitalization of the financial leases, coupled with the devaluation of local
currencies to the U.S. dollar. The increase is off-set by additional interest
received as a result from the proceeds from the initial public offering by MIHL.
EQUITY RESULTS IN JOINT VENTURES
Our equity results in joint ventures decreased by $1.7 million to a loss of
$39.5 million during the year ended March 31, 2000 from an equity loss of
$41.2 million in the corresponding period of 1999. The decrease in the losses
pertains mainly to the consolidation of OpenTV in the current year, which was
equity accounted for in the previous year. The equity losses in the previous
year relating to OpenTV were $6.6 million. The decrease was off-set by the
equity results relating to the acquisition of 15.8% in M-Web Holdings and 40%
acquired in SOE International SA (SOE) of $13.3 million and a decrease in the
equity accounted losses of UBC of $6.1 million. These results are inclusive of
$18.5 million amortization of goodwill.
EQUITY RESULTS IN ASSOCIATED COMPANIES
Equity result in associates remained at $2.2 million loss during the year
ended March 31, 2000. Equity result in associates for the year ended March 31,
2000 is net of a goodwill allocation of $4.1 million in fiscal 2000,
attributable to our 19.9% interest in M-Net and SSIH. We account for our
investment in M-Net and SSIH using the equity method of accounting because of
the significant influence we exercise over M-Net as a result of common
ownership, our management and directors' representation on the Board of
Directors of M-Net and SSIH and the fact that substantially all of M-Net and
SSIH's revenues are derived from us.
PROFIT ON SALE/DILUTION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The profit on sale/dilution of subsidiaries, joint ventures and associates
resulted from a disposal of 20% interest in, and loans to Orbicom (Proprietary)
Limited to MIHH. The consideration received by us, after allocating $6 million
to settle the loan claims, gave rise to a profit on sale of associate of
$15.2 million. Additionally, the dilution on our interest in OpenTV from 80.1%
to 57.5% gave rise to a dilution gain of $98.6 million.
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TAXATION EXPENSE
Taxation expense increased to $0.6 million during the year ended March 31,
2000 from $0.3 million in the corresponding period of 1999. No significant
amount of taxes are payable by us, due to losses incurred in the various
companies to date.
MINORITY INTEREST
Minority interest increased by $4.6 million, to $5.0 million during the year
ended March 31, 2000 from $0.4 million in the corresponding period of 1999. The
minority interest primarily relates to Mindport of $3.2 million and OpenTV of
$2.2 million. Through March 31, 2000, we have recorded losses of $11.8 million
attributable to minority interest.
LOSS FROM DISCONTINUED OPERATIONS
We discontinued our operations of International Gaming Networks (IGN), the
gaming entity of MultiChoice Africa, with effect from September 6, 1999, the
business of which was spread and sports betting. The loss arising on
discontinued operations of $4.1 million relates to staff retrenchments, lease
cancellation costs and asset impairments.
NET LOSS
As a result of the foregoing factors we realized a net loss of
$17.0 million during the year ended March 31, 2000 compared to a net loss of
$68.8 million for the comparable period in 1999.
YEAR ENDED MARCH 31, 1999 COMPARED TO THE YEAR ENDED MARCH 31, 1998
REVENUES
Subscription revenues increased $38.2 million, or 9.4%, to $442.7 million
during the year ended March 31, 1999 from $404.5 million in the same period in
1998, mainly as a result of an increase in the number of subscribers in MIH
Limited's consolidated subsidiaries, as reflected in the table below:
<TABLE>
<CAPTION>
NUMBER OF
SUBSCRIBERS(1)
MARCH 31,
-------------------
1999 1998
-------- --------
(THOUSANDS)
<S> <C> <C>
Digital..................................................... 372 212
Analog...................................................... 1,222 1,254
----- -----
Total..................................................... 1,594 1,466
===== =====
</TABLE>
------------------------
(1) Excludes non-consolidated joint ventures and associates.
Total subscribers increased by 128,062, or 8.7%, from 1,465,783 at
March 31, 1998 to 1,593,845 at March 31, 1999. In Africa, the number of digital
subscribers increased by 159,850 and the number of analog subscribers decreased
by 253,031. The reduction in African analog subscribers resulted primarily from
our campaign to convert analog customers to digital service, a trend that we
expect to continue. We estimate that in South Africa, 60% of analog subscribers
that discontinue service do so as a result of conversion to digital service. Our
subscribers in Greece and Cyprus, where we currently provide only analog
service, increased by 23.0%, from 285,055 to 350,498. This resulted in a net
decrease of 31,788 in overall analog subscribers.
Average revenue per subscriber per month increased by $0.21, or 0.9%, to
$24.11 for the year ended March 31, 1999 from $23.90 for the year ended
March 31, 1998. The increase was attributable to the shift
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in subscribers in Africa from analog service to the higher-priced digital
service, increases in monthly subscriber fees in local currencies (primarily
rand and drachma) by approximately 8.8% and 8.9% for the analog and digital
service, respectively, offset by the effects of a devaluation of the rand
(23.4%) and the drachma (3.0%) against the U.S. dollar respectively.
Hardware and software sales increased $8.9 million, or 14.1%, to
$72.0 million during the year ended March 31, 1999 from $63.1 million in the
same period in 1998. During the fiscal year ended March 31, 1999 the retail
price of decoders decreased consistently with the reduction in manufacturing
cost of decoders. We passed on the savings in the price we pay for decoders to
our customers. We also subsidized the selling prices of digital decoders in
Africa and analog decoders in Greece and Cyprus to increase our subscriber base.
The revenue per decoder has therefore decreased, resulting in a slower rate of
growth in decoder revenues relative to the growth in the number of subscribers.
This trend is partly offset by a shift of subscribers from analog to digital
decoders, which are more expensive.
Technology revenues increased $51.1 million, or 399.2%, to $63.9 million
during the year ended March 31, 1999 from $12.8 million in the same period in
1998. This increase relates directly to the consolidation of Irdeto for twelve
months compared with three months of the previous year. Irdeto was acquired
during January 1998 and therefore only consolidated for three months.
Other revenues increased $9.2 million, or 45.8%, to $29.3 million during the
year ended March 31, 1999 from $20.1 million in the same period in 1998. This
increase was mainly attributable to an increase in advertising revenues and the
sale of sports, program and advertising rights in Greece.
OPERATING EXPENSES
Costs of providing services increased by $81.7 million, or 26.5%, to
$390.5 million during the year ended March 31, 1999 from $308.8 million in the
same period in 1998. This increase is primarily attributable to: (i) the
inclusion of costs associated with Irdeto for twelve months compared with three
months in the prior year; (ii) increased charges for additional satellite
capacity; (iii) increase in the amortization of sports and programming rights;
(iv) net increased programming costs associated with the increased number of
digital subscribers; (v) increase in the cost of decoders, sports, program and
advertising rights sold. We expect the amortization of sports programming to
increase in the future as a result of the amortization of Greek basketball
programming rights acquired.
SG&A costs increased by $28.6 million, or 16.3%, to $203.8 million during
the year ended March 31, 1999 from $175.2 million in the same period in 1998,
primarily as a result of: (i) consolidation of the SG&A of Irdeto for twelve
months compared to three months of the prior period; (ii) an increase in staff
and communication costs primarily due to the expansion of call centers required
to match the increased number and length of calls arising from the growth in the
digital subscriber base; (iii) an expanded advertising campaign; (iv) year 2000
costs; and (v) additional costs associated with the group corporate functions.
Depreciation and amortization decreased $6.6 million, or 11.4%, to
$51.4 million during the year ended March 31, 1999 from $58.0 million in the
same period in 1998. The depreciation charge decreased by $7.5 million as a
result of the devaluation of the local currencies against the dollar and the
transfer of assets from the Company to Orbicom. These assets were subsequently
transferred back to the Company. This decrease was partly offset by an increase
in the depreciation charge arising from the net increase in fixed assets. As a
result of new transponder capacity leases classified as capital leases, we
anticipate an increase in the related depreciation charge in future periods.
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OPERATING LOSS
Operating loss decreased by $3.7 million, or 8.9%, to $37.8 million during
the year ended March 31, 1999 from $41.5 million for the same period in 1998 as
a result of the combined effect of the foregoing factors.
FINANCIAL RESULTS, NET
The net financial loss increased by $3.6 million, or 65.5%, to $9.1 million
during the year ended March 31, 1999 from $5.5 million in the corresponding
period of 1998. The increase is attributable to a non recurring gain on disposal
of investments of $2.6 million (representing the sale of our interest in Canal+)
which was recorded in 1998, a reduction in dividend income of $0.6 million to
$2.6 million from $3.2 million, an increase in interest expense of $8.2 million
to $21.4 million from $13.2 million which was partly offset by an increase in
interest income of $2.4 million to $10.3 million from $7.9 million and a
decrease in exchange losses of $5.4 million to $0.6 million from $6.0 million.
The changes as compared to the previous year are primarily a result of the
consolidation of the results of Irdeto for twelve months compared to the three
months of the previous year.
EQUITY RESULTS IN JOINT VENTURES
Our equity result in joint ventures changed by $36.1 million to a loss of
$41.2 million during the year ended March 31, 1999 from an equity loss of
$5.1 million in the corresponding period of 1998. The losses mainly included the
net losses of $32.7 million for UBC for nine months and OpenTV of $6.6 million
for twelve months. These results are inclusive of $9.1 million and $2.2 million
amortization of goodwill for UBC and OpenTV, respectively.
EQUITY RESULTS IN ASSOCIATED COMPANIES
Equity result in associates changed by $0.7 million, or 25.0%, to
$2.1 million loss during the year ended March 31, 1999 from $2.8 million in the
corresponding period of 1998. Equity result in associates for the year ended
March 31, 1999 is net of a goodwill allocation of $4.4 million in fiscal 1999,
attributable to our 19.8% interest in M-Net and SSIH. We account for our
investment in M-Net and SSIH using the equity method of accounting because of
the significant influence we exercise over M-Net as a result of common
ownership, our management and directors' representation on the Board of
Directors of M-Net and SSIH and the fact that substantially all of M-Net and
SSIH's revenues are derived from us.
PROFIT ON SALE/DILUTION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The profit on sale/dilution of subsidiaries, joint ventures and associates
resulted from the release of provisions relating to the sale of the NetHold
joint venture to Canal+. At March 31, 1997 we deferred recognition of
approximately $73.3 million of this gain, relating to liability for warranties
of decoder technology, guarantees of the number of subscribers and the potential
reimbursement of programming costs. During the year ended March 31, 1999,
$31.1 million of these provisions were reversed, as they were no longer required
following the expiry of the warranties and guarantees on June 30, 1998.
TAXATION EXPENSE
Taxation expense decreased to $0.3 million during the year ended March 31,
1999 from $7.5 million in the corresponding period of 1998. No significant
amount of taxes are payable by us, due to losses incurred in the various
companies to date. The charge for the current year was reduced by a reversal of
deferred taxes of $3.2 million.
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MINORITY INTEREST
Minority interest decreased by $3.4 million, to $0.4 million during the year
ended March 31, 1999 from $3.8 million in the corresponding period of 1998. The
minority interest primarily relates to Africa for the losses incurred in these
operations. The provision for minority interest was limited to the capital
infusion from the minority parties. Through March 31, 1999, we have recorded
losses of $6.2 million attributable to minority interests.
LOSS FROM DISCONTINUED OPERATIONS
Loss from discontinued operations increased by $4.6 million, to
$9.8 million during the year ended March 31, 1999 from $5.2 million loss in the
corresponding period of 1998. The 1999 loss from discontinued operations arose
from the termination of the TV/COM International Inc. operations of
$3.8 million and $6.0 million for the discontinued operations of International
Gaming Networks, the gaming entity in MultiChoice Africa which was discontinued
effective September 6, 1999 and the results at March 31, 1999 have been restated
to reflect the operations of International Gaming Networks as discontinuing.
Effective October 1, 1997 the group sold its internet-related businesses to
M-Web Holdings for $20.5 million.
NET LOSS
As a result of the foregoing factors we realized a net loss of
$68.8 million during the year ended March 31, 1999 compared to a net loss of
$63.8 million for the comparable period in 1998.
LIQUIDITY AND CAPITAL RESOURCES
Our business and growth strategy has required and will continue to require
substantial capital for acquisitions, expansion of services, the financing of
operating losses and working capital in the pay-television, Internet and
technology segments.
During the years ended March 31, 1997 and 1996, we had no significant cash
flows as our activities consisted almost entirely of our investment in NetHold.
During the period from April 1997 through October 1997, we sold our shares in
Canal+, which we had obtained in connection with the Canal+ Transaction, for net
proceeds of $261.5 million and invested a portion of the proceeds in our
pay-television and technology businesses.
The Acquired MIH Businesses have historically obtained cash flow from
operations, capital infusions by equity holders, proceeds from the sale of
investments and seller financings.
Our ability to receive cash distributions may be restricted by certain
exchange control regulations. See "Risk Factors--South African exchange control
regulations significantly restrict our ability to receive cash distributions
from our South African subsidiaries."
In April 1999, we completed an initial public offering of 10,435,000 of our
Class A Ordinary Shares, including shares issued pursuant to the exercise of
over-allotment options, for net proceeds of approximately $171.6 million. The
proceeds of the offering were partially used to repay $56 million of debt.
In April 2000, we completed a follow-on offering of 4,511,000 of our
Class A Ordinary Shares, including shares issued pursuant to the exercise of
over-allotment options, for net proceeds of approximately $180.4 million.
On July 24, 2000 we announced that OpenTV has completed its acquisition of
Spyglass, Inc. (Nasdaq: SPYG). The combined company will continue to trade under
the symbol "OPTV". Under the terms of the merger agreement between OpenTV and
Spyglass, the stockholders of Spyglass, Inc. will receive 0.7236 of an OpenTV
Corp. Class A Ordinary Share for each share of Spyglass, Inc. common stock. The
merger combines two market leaders into a premiere interactive television
solutions company. As an integrated entity, OpenTV will provide cutting-edge
technologies and comprehensive services offering compelling, state-of-the-art
digital interactive solutions company running on multiple platforms for cable
and satellite television operators, broadcasters, and manufacturers around the
world.
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On July 26, 2000 we announced the listing of our subsidiary company,
Multichoice Cyprus Limited on the Cyprus Stock Exchange ("CSE"). The stock
commenced trading on July 21, 2000 under the symbol MCC and 29,096,582 shares
were offered to Multichoice Cyprus' subscriber base, institutional investors and
others, constituting approximately 38.38% of the total shares issued. The
remaining 41,903,418 shares (61.62%) are held by Multichoice Cyprus Holdings
Limited. The proceeds from the offering were $4.2 million.
We expect to meet our capital needs for the foreseeable future with the
proceeds of these offerings, cash on hand and existing and new loan facilities,
including a $62.0 million loan facility with Villiers Securities Limited and
ABSA Bank Limited.
During the fiscal year ended March 31, 1998, we acquired an additional 51%
in Irdeto for $11 million, such price having been predetermined as part of a
call option granted at the time of the Canal+ Transaction, and invested
$17.7 million in UBC. We also made an initial investment in OpenTV of
$9.1 million. During the year ended March 31, 1999, we increased our ownership
in UBC to 27.8% by acquiring additional shares for $66.6 million. In
August 1999, we exercised an option to purchase an additional 3.3% of UBC for
$8.9 million in cash. During November 1998, we acquired a 100% interest in
TV/Com International Inc. for $14.5 million in cash. In March 1999, we purchased
all of the interest of Thomson Consumer Electronics Inc. ("Thomson") in OpenTV
in exchange for a convertible note of approximately $46.2 million. The note
converted simultaneously with the consummation of our initial public offering
into our Class A Ordinary Shares at the price such shares were sold to the
public. We sold to a subsidiary of Sun Microsystems a portion of the OpenTV
interest purchased from Thomson for approximately $9.2 million in cash. After
giving effect to such sale, investments in OpenTV by certain strategic investors
in October 1999 and OpenTV's November 1999 initial public offering of its
Class A Ordinary Shares, we now own 57.5% of the outstanding ordinary shares of
OpenTV.
We intend to make investments in and acquisitions of businesses operating in
the pay-television, Internet services, interactive television services and
pay-media technology industries. Our general approach has been to make
investments that are expected to be sufficient to meet cash needs until the
operation can, within a predictable period of time, become self-funding.
Currently, all of our businesses, other than our Internet operations, are
self-funding. Our South African subsidiaries are subject to significant
restrictions on the ability to remit funds outside of South Africa. While such
restrictions have been liberalized in recent years, a South African company's
ability to raise and deploy capital outside of South Africa remains subject to
significant restrictions. See "Risk Factors--South African exchange control
regulations significantly restrict our ability to receive cash distributions
from our South African subsidiaries". We anticipate funding future acquisitions
and investments through issuances of debt or equity and available cash
resources.
During the fiscal year ended March 31, 1998, we paid a special dividend of
$51.8 million. MIH Holdings used its pro rata portion of the dividend to
capitalize M-Web Holdings. Following this capitalization, M-Web Holdings
purchased our South African Internet businesses for $20.5 million. No dividends
were declared in 1996 or 1997.
On April 4, 1998, we transferred 28 million of our shares in M-Net/SSIH to a
trust for a total consideration of $22.2 million in cash. Consideration of
$20.0 million was financed with bank borrowings by the purchaser and under
certain circumstances on April 14, 2001, we could be required to assume the
obligations and reacquire the ownership of the shares. Accordingly, the
transaction has been accounted for as a financing transaction. The borrowings
bear interest at 12.55% and mature on April 14, 2001. We retain rights to the
dividends on the M-Net/SSIH shares.
At March 31, 2000 and March 31, 1999, we had combined cash balances of
$284.6 million and $56.1 million, respectively, and available unused overdraft
borrowing facilities of $74.7 million and $56.0 million, respectively.
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COMMITMENTS AND CAPITAL EXPENDITURES
We have lease commitments of $32.1 million, $29.4 million, and
$26.6 million in the years ended March 31, 2000, 2001 and 2002, respectively,
for land and buildings, machinery, furniture and equipment and transponders and
transmitters. We do not expect to incur significant additional capital
expenditures except for the requirements which may materialize from our
investments in Internet operations in China and Thailand.
PROGRAM AND FILM RIGHTS
Program and film rights increased from $81.6 million at March 31, 1999 to
$150.4 million at March 31, 2000, primarily as a result of the soccer and
basketball contracts in Greece. Program and film rights are non-interest bearing
liabilities and, at March 31, 2000, amounts due in future fiscal years were
$31.8 million in 2001, $23.0 million in 2002 and $95.6 million thereafter.
DEBT
At March 31, 2000, long-term debt of $202.1 million consisted primarily of
capital lease obligations ($181.6 million) and loans ($20.6 million). Capital
lease obligations decreased by $16.1 million during the year. The capital leases
bear interest at rates ranging from 6.0% to 21.0%. The other long-term debt is
composed mainly of a $20.6 million liability which was recorded as a result of
the transfer of 28 million M-Net/SSIH shares as described above. Long-term debt
at March 31, 1999 of $220.3 million consisted primarily of capital lease
obligations ($197.6 million) and loans ($22.7 million).
US GAAP RECONCILIATION
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------
2000 1999 1998
--------- ----------- ---------
(THOUSANDS)
<S> <C> <C> <C>
RECONCILIATION OF NET LOSS AND SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA):
Net loss under IAS......................................... $(17,024) $(68,839) $(63,802)
US GAAP ADJUSTMENT:
(a) Equity accounting for UBC............................ 10,476 (5,193) (15,482)
(b) Stock-based compensation............................. (85,791) -- --
(c) Strategic investment--non-cash warrant expense....... (63,900) -- --
--beneficial conversion feature...... (31,250) -- --
(d) Performance warrants................................. (28,025) -- --
(e) Profit on sale of Orbicom............................ (8,557) -- --
Effect of adjustment on dilution gain.................... 95,150 -- --
Effect of adjustments on minority interests.............. 18,458 -- --
--------- -------- --------
NET LOSS UNDER US GAAP..................................... $(110,463) $(74,032) $(79,284)
========= ======== ========
</TABLE>
(A) EQUITY ACCOUNTING FOR UBC
Under IAS, the investment in UBC is carried at cost through June 30, 1999.
In June 1999 we increased our shareholding in UBC to approximately 26.1% and, as
a result, exercise significant influence in UBC. Under IAS we thereafter apply
the equity method of accounting for UBC. US GAAP requires a retroactive
adjustment of financial statements for an investee that was previously accounted
for on a basis other than the equity method when that investee becomes qualified
for use of the equity method. The adjustment therefore reflects the effect of
applying the equity method to the investment in UBC retroactively under US GAAP.
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(B) STOCK-BASED COMPENSATION
Under IAS, we do not recognize a compensation expense for stock option and
stock purchase plans. Under US GAAP, Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" (APB 25) requires that the intrinsic
value of the options, defined as the market value of the share at grant date
less the exercise price, be recognized as compensation expense prospectively,
over the vesting period of the related options. In connection with certain
option grants to employees during the year ended March 31, 2000, under the MIH
Limited stock option plan, we recorded deferred compensation, for stock-based
compensation totaling $6.6 million (1999 and 1998: $ Nil), which is amortized
over the vesting period of the related options, which is generally between four
and five years, resulting in a $1.7 million (1999 and 1998: $ Nil) amortization
charge for the year ended March 31, 2000 under US GAAP. At March 31, 2000 we had
unamortized deferred stock compensation of $4.9 million (1999 and 1998: $ Nil),
which amounts are expected to be fully amortized over the next three to four
years.
We have recorded a compensation expense in connection with the acceleration
of vesting of options to certain departing employees at their termination dates.
The compensation cost of $7.4 million (1999 and 1998: $ Nil) is measured as the
difference between the market value and the exercise price of the MIH and MIHH
shares at the termination dates of the employees.
A compensation cost of $60.3 million (1999 and 1998: $ Nil) has also been
recorded in connection with a cashless stock grant arising out of the Mindport
Holdings Limited ("MHL") share scheme. The compensation cost is determined based
on the fair value of an MHL share on the grant date.
OpenTV recorded non-cash deferred stock compensation of $9.8 million (1999
and 1998: $ Nil), after minority interest of $6.5 million (1999 and 1998: $
Nil), for the year ended March 31, 2000 representing the difference between the
exercise price and deemed fair market value for options to purchase shares
granted to employees and the fair value attributable to stock options granted to
non-employees in accordance with the provisions of APB 25 and Emerging Issues
Task Force Issue no 96-18. These amounts are being amortized over the vesting
period of the option life, which is generally four years. As of March 31, 2000
OpenTV had unamortized deferred stock compensation of $7.9 million (1999 and
1998: $ Nil), which is expected to be fully amortized over the next three to
four years.
(C) STRATEGIC INVESTMENTS
In October 1999, OpenTV completed a private placement of 23,648,646
Series C-1 Convertible Preference Shares (convertible into 4,729,728 Class A
Ordinary Shares) at $1.11 per share (or $5.55 per Class A Ordinary Share),
4,504,504 Series C-2 Convertible Preference Shares (convertible into 900,900
Class A Ordinary Shares) at $1.11 per share (or $5.55 per Class A Ordinary
Share), and warrants to purchase 4,729,728 Class A Ordinary Shares (expiring in
October 2001) at $5.55 per share to America Online, Inc., GIC, Liberty
Digital, Inc., News Corporation, Time Warner, Inc. and Sun Microsystems, Inc.
for net proceeds of $31.3 million. The Series C-1 Convertible Preference Shares
and Series C-2 Convertible Preference Shares converted into 5,630,628 Class A
Ordinary Shares at the time of OpenTV's public offering. The convertible
preference shares have an embedded beneficial conversion feature which, under US
GAAP application of EITF 98-5, resulted in a preferred stock dividend of
$25.3 million (after minority interests of $5.9 million) in the period ended
March 31, 2000. The fair value attributable to the warrants to purchase OpenTV's
Class A Ordinary Shares resulted in a non-cash warrant expense of $36.7 million
(after minority interests of $27.2 million) in the period ended March 31, 2000.
The warrants were valued using the Black-Scholes option pricing model. This
expense relating to the beneficial conversion feature and the warrants was
off-set by an increase in the dilution gain of $62.0 million that we realized as
a result of OpenTV's public offering.
(D) PERFORMANCE WARRANTS
In November 1999, OpenTV issued warrants to purchase 700,000 Class A
Ordinary Shares at $5.55 per share to GIC. The warrants are exercisable based on
GIC meeting certain performance milestones.
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Under US GAAP the fair value attributable to the performance warrants to
purchase OpenTV's Class A Ordinary Shares of $37.5 million was recorded in the
period ended March 31, 2000. The fair value was determined using the
Black-Scholes option pricing model. A total of $16.1 million (after minority
interests of $11.9 million) was amortized as non-cash warrant expense. The
remaining amount will be amortized to expenses as the related research and
development, and sales and marketing work occurs.
(E) PROFIT ON SALE OF INTEREST IN ORBICOM
In August 1999 we disposed of our 20% interest in, and loan to, Orbicom to
MIH Holdings, which, in turn, together with its interest of 80%, sold the total
investment in Orbicom to M-Cell in exchange for 23,952,096 M-Cell shares with a
market value of $39 million. Of this total consideration, $20.6 million was
allocated to the Company in the form of 4,432,273 shares in M-Cell with a market
value of $7.2 million, and a $13.4 million note receivable from MIH Holdings.
The consideration received by us, after allocating $6 million to settle the loan
claims, gave rise to a profit on sale of the associate of $15 million, as the
carrying value of the Orbicom investment was recorded at no value in our
accounting records.
Under IAS, it is appropriate for us to recognize the gain on the sale of
interest in Orbicom, regardless of the related party nature of the transaction
and the disproportionate allocation of proceeds. Based on positions taken by the
Securities and Exchange Commission (SEC), under US GAAP this transaction is
evaluated as a transaction between entities under common control, whereby
generally no gains or losses are recognized on the sale of an asset. Any gains
or losses are accounted for as a capital contribution or distribution. The sale
of Orbicom to a third party was executed simultaneously with the sale of the 20%
interest by us to MIH Holdings. The sale of our interest in Orbicom to MIH
Holdings was a way to convenience the transaction with the third party and it
is, therefore, appropriate to recognize a proportionate share of the profit
generated in the transaction. However, the excess of the consideration received
over the proportionate share of the total consideration amounting to
$8.6 million is accounted for as a capital contribution by MIH Holdings under US
GAAP.
YEAR 2000 ISSUE
As of the date of this annual report, we have not experienced any
significant Year 2000 problems with our internal operations, nor have we
detected any significant Year 2000 problems affecting our customers, suppliers
or third-party vendors.
ACCOUNTING STANDARDS
In March 1998, the Accounting Standards Executive Committee (AcSEC) issued
Statement of Position (SOP) 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use (SOP 98-1). SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs. We adopted this standard on January 1, 1999 and its
adoption did not have a material impact on our results of operations, financial
position or cash flows.
In April 1998, AcSEC issued SOP 98-5, "Reporting on the Costs of Start-up
Activities," which is effective for financial years beginning after
December 15, 1998 and 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. As we have historically expensed
these costs, the adoption of SOP 98-5 on January 1, 1999 did not have any impact
on our results of operations, financial position or cash flows.
In December 1998, AcSEC released SOP 98-9, "Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions." SOP 98-9
amends SOP 97-2 to require that an entity recognize revenue for multiple element
arrangements by means of the "residual method" when (1) there is vendor specific
objective evidence (VSOE) of the fair values of all the undelivered elements
that are not accounted for by means of long-term contract accounting, (2) VSOE
of fair value does not exist for one or
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more of the delivered elements, and (3) all revenue recognition criteria of SOP
97-2 (other than the requirement for VSOE of the fair value of each delivered
element) are satisfied. The provisions of SOP 98-9 that extend the deferral of
certain paragraphs of SOP 97-2 became effective December 15, 1998. These
paragraphs of SOP 97-2 and SOP 98-9 will be effective for transactions that are
entered into in financial years beginning after March 15, 1999. Retroactive
application is prohibited. The Company does not expect the adoption of SOP 98-9
to have a material effect on the our current revenue recognition policies.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 or SAB
101, "Revenue Recognition in Financial Statements," which provides guidance on
the recognition, presentation, and disclosure of revenue in financial statements
filed with the SEC. SAB 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosures related to revenue
recognition policies. We believe that the impact of SAB 101 will not have a
material effect on the financial position or results of our operations.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
and SFAS No. 138 "Accounting for Derivation Instrument and Hedging Activities an
amendment of SFAS No. 133 (which was issued in June 2000) is effective for
financial years beginning after June 15, 2000. It will be effective for our
financial statements for the year ended March 31, 2001 unless the required
implementation date is postponed by the Financial Accounting Standard Board
(FASB). This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. If certain conditions are met, a derivative may be
specifically designated as (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment,
(b) a hedge of the exposure to variable cash flows of a forecasted transaction,
or (c) a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. We are currently assessing
the impact of adopting this statement on our financial statements.
The IAS has issued IAS 17 (revised 1997), "Leases", which supersedes IAS 17,
"Accounting for Leases" and is operative for financial statements covering
periods beginning on or after January 1, 2000. The changes from the original IAS
17 do not fundamentally alter the accounting treatments. We do not expect a
material impact on our financial statements as a result of adopting IAS 17
(revised 1997).
In March of 1999, the IASC published IAS 39, "Financial
Instruments--Recognition and Measurement." The standard becomes effective for
the financial statements for the year ending March 31, 2002. IAS 39 establishes
standards for recognizing, measuring and disclosing information about an
enterprise's financial assets and financial liabilities, including accounting
for hedging transactions. We are assessing the impact this standard may have on
our financial statements.
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, including interest rate and foreign currency
exchange rate risk associated with underlying assets, liabilities and
anticipated transactions. Following evaluation of these exposures, we
selectively enter into derivative financial instruments to manage the related
risk exposures pursuant to our policies in areas such as counter party exposure
and hedging practices. These policies have been approved by our senior
management and we do not hold or issue derivative financial instruments for
trading or speculative purposes.
The following discussion and analysis, which constitute "forward-looking
statements" that involve risk and uncertainties, summarize our market-sensitive
financial instruments including their fair value, maturity and contract terms.
The discussion addresses market risk only and does not address other risks which
we face in the normal course of business, including country risk, credit risk
and legal risk.
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INTEREST RATE SENSITIVITY
We generally do not undertake any specific actions to cover our exposure to
interest rate risk and at March 31, 2000, we were not party to any interest rate
risk management transactions. At March 31, 2000, our assets only included
certain short-term fixed or variable rate instruments. The fair value of these
instruments would not change significantly as a result of changes in interest
rates as a result of their short-term nature and variable interest rates,
respectively. At March 31, 2000, the fair value of our U.S. dollar-denominated
capital lease liabilities was estimated at $181.6 million and the South African
rand-denominated other fixed rate long-term debt was estimated at
$20.6 million. Assuming an increase of 1.5 percentage points on the weighted
average interest rate, the fair value of the capital lease liabilities would be
approximately $9.1 million lower than the fair value at March 31, 2000. A
similar increase in the interest rate on other long-term debt has no material
impact on the fair value.
FOREIGN CURRENCY MANAGEMENT
Our functional currencies are generally the local currencies of the
countries in which we operate. All transactions in currencies other than the
given functional currency are recorded at the rate of exchange of the
transaction or, if hedged forward, at the rate of exchange under the related
forward exchange contract. Any resulting exchange differences are included in
current results. The cumulative translation effects of translating the financial
statements of operations using functional currencies other than the U.S. dollar
to the reporting currency are included in the foreign currency translation
adjustment in shareholders' equity and are only included in net earnings upon
sale or liquidation of the underlying investments.
A number of our subsidiaries use foreign currency forward exchange
contracts, which typically expire within one year, to hedge a substantial
portion of their currency risks arising from payments of foreign currencies
related to the purchase of goods and services in currencies other than their
functional currency. Realized gains and losses on these contracts are recognized
in the same period as the hedged transactions are included in earnings. We and
our subsidiaries had foreign exchange forward contracts on hand at March 31,
2000, hedging South African rand and Greek drachma against the U.S. dollar. We
do not currently hold or issue derivative financial or interest rate instruments
for trading purposes, but intend to continue to use forward exchange contracts
to limit our exposure to expected depreciation of some of our functional
currencies relative to foreign currencies in which we incur a significant
portion of our cost.
Our forward exchange contracts are primarily to hedge the South African rand
and Greek drachma against the U.S. dollar. During the year ended March 31, 2000,
the value of the U.S. dollar increased against the South African rand by
approximately 5.9% and the Greek drachma by approximately 7.9%. The cost of our
foreign currency commitments was approximately $2.0 million more during this
period as a result of forward currency contracts entered into, measured as the
difference between the spot rate and the contract rate at the contract due date.
During the year ended March 31, 1999, the value of the U.S. dollar increased
against the South African rand by approximately 23.4% and the Greek drachma by
approximately 3.0%. The cost of our foreign currency commitments was
approximately $4.1 million less during this period as a result of forward
currency contracts entered into, measured as the difference between the spot
rate and the contract rate at the contract due date.
At March 31, 2000, our net monetary liability position in U.S. dollars
subject to risk of foreign currency exchange rate fluctuations amounted to
$119.7 million. The exposure amount primarily reflects U.S. dollar-denominated
debt relating to capital lease commitments and program and film rights. The
aggregate hypothetical loss in earnings on an annual basis that would result
from a hypothetical appreciation of 10% of the U.S. dollar, European currency
unit and Netherlands guilder against the South African rand and Greek drachma is
estimated to be $11.5 million. Our exposure to other changes in currencies other
than the U.S. dollar would not be material.
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ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
The following table sets forth certain information with respect to our
directors, executive officers and other key personnel:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- -------- --------
<S> <C> <C>
Theunissen Vosloo...................... 62 Chairman of the Board of Directors
Jacobus D.T. Stofberg.................. 49 Chief Executive Officer and Director
Jacobus P. Bekker...................... 47 Director
A. Andre Coetzee....................... 47 General Counsel and Director
Chief Executive Officer--Internet Operations and
Johannes H.W. Hawinkels................ 48 Director
Stephen G.J. Oldfield(1)............... 45 Chief Executive Officer--Mindport and Director
Stephan J.Z. Pacak..................... 45 Director
William J. Raduchel.................... 53 Director
Allan M. Rosenzweig.................... 45 Group Director--Corporate Finance and Director
Jan Steenkamp.......................... 37 President, Chief Executive Officer-OpenTV
J. James Volkwyn....................... 42 Chief Executive Officer--Television Operations
Stephen F. Ward........................ 46 Chief Financial Officer and Director
</TABLE>
------------------------
(1) Resigned August 31, 2000
Messrs. Vosloo, Stofberg, Bekker, Coetzee, Hawinkels, Oldfield, Pacak,
Raduchel, Rosenzweig and Ward are referred to herein as the "named directors and
officers".
THEUNISSEN VOSLOO has been our chairman of the board of directors since
August 1993. Mr. Vosloo is also currently the non-executive chairman of the
board of directors of Naspers and holds a variety of other chairmanships among
the Naspers group of companies. In 1984, he assumed the position of managing
director at Naspers and then served as the executive chairman from
September 1992 until September 1997. Mr. Vosloo is also chairman of the board of
directors of MIH Holdings and M-Net Ltd.
JACOBUS D.T. STOFBERG has been our chief executive officer and a director
since September 1998. Mr. Stofberg has been the managing director of MIH
Holdings since September 1997 and, as one of the original members of the MIH
Holdings management team, has also held a variety of positions within the MIH
Holdings group of companies, including that of chief operating officer since
1985. Mr. Stofberg currently serves as chairman of the board of directors of
OpenTV, Inc. and Open TV Corp. and as a director of M-Net Ltd., MultiChoice
Africa, M-Web Holdings, SSIH and Naspers. Before joining us in September 1998,
Mr. Stofberg was a director of NetHold, our previous joint venture, and held a
variety of directorships within the NetHold group of companies. In addition,
Mr. Stofberg has previously served as a director of NetMed.
JACOBUS P. BEKKER has been one of our directors since September 1998.
Mr. Bekker and Mr. Stofberg founded MIH Holdings in 1985 and Mr. Bekker has held
a variety of positions within the MIH Holdings group of companies since that
time. Mr. Bekker was CEO of MIH Holdings until 1997, when he became the managing
director of Naspers. He is also currently the chairman of the board of directors
of M-Web Holdings, and a director of MIH Holdings, SSIH, M-Net Ltd., MTN, M-Cell
and Open TV Corp. Mr. Bekker is also a director of a number of South African
print media companies and served as a director of NetHold from September 1995 to
April 1997.
A. ANDRE COETZEE has been the MIH group general counsel and director since
June 1999. Before joining the group, Dr. Coetzee was a partner of Mallinicks
Attorneys, from 1984 until 1992, in Cape Town,
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South Africa, and since then, in London. Dr. Coetzee has been an adviser to the
MIH group and associated companies since 1985.
JOHANNES H.W. HAWINKELS has been the chief executive officer of our Internet
operations and one of our directors since January 2000 and September 1998,
respectively. Before we reorganized our management structure, Mr. Hawinkels had
served as the chief executive officer of MIH Asia B.V. since July 1997.
Mr. Hawinkels has held a variety of positions within the MIH Holdings group of
companies since 1993. Mr. Hawinkels also serves as a director of certain of our
joint ventures in the Middle East and Egypt. In addition, Mr. Hawinkels was the
chief executive officer of MultiChoice Africa from August 1993 to August 1997.
Mr. Hawinkels has also previously served as a director of MultiChoice Africa.
Mr. Hawinkels was previously a director of a leisure company involved in film
distribution and exhibition, fast food franchising, sporting goods retail and
wholesale and film production.
STEPHEN G.J. OLDFIELD has been the chief executive officer of Mindport and
has served as a director since September 1997 and September 1998, respectively.
Mr. Oldfield has held a variety of positions within the MIH Holdings group of
companies since 1986. Mr. Oldfield has been a director of both NetMed and OpenTV
since April 1998. Mr. Oldfield was also chief executive officer of NetMed from
1994 to 1997. Mr Oldfield resigned on August 31, 2000.
STEPHAN J.Z. PACAK joined us as a director in March 1996. Mr. Pacak was the
chief financial officer of MIH Holdings from November 1993 to January 1998 and
has held a variety of executive positions within the MIH Holdings group of
companies. In addition to being a director of MIH Holdings, Mr. Pacak is also a
director of Naspers, M-Net Ltd., M-Web Holdings, SSIH and a number of South
African print media companies and is the chief executive officer of M-Cell.
Mr. Pacak also previously served as a director of MultiChoice Africa.
WILLIAM J. RADUCHEL has been a director of MIH Limited since June 1999.
Mr. Raduchel also serves as a director of OpenTV, Inc. and Open TV Corp. Since
September 1999, he has been the chief technology officer of America Online Inc.
Prior to that, he was the chief strategy officer of Sun Microsystems, Inc.
Before accepting that position in 1998, he was responsible for managing
information systems and resources for Sun Microsystems and its associated
companies. Mr. Raduchel joined Sun Microsystems in 1988 and was appointed as
vice president of finance and chief financial officer. Prior to joining Sun
Microsystems, Mr. Raduchel served as vice president for document systems in
Xerox and also held various executive positions at Data Resources Inc., the
Institute of Defense Analysis and Harvard University. Mr Raduchel has been
appointed to the Audit Committee on June 12, 2000.
ALLAN M. ROSENZWEIG has been the group director--corporate finance since
February 1996 and a director since October 1997. Mr. Rosenzweig currently serves
as a director of M-Web Holdings, Mindport and OpenTV. Before joining us in 1996,
Mr. Rosenzweig was the director of corporate finance of NetHold. In addition,
Mr. Rosenzweig was previously the managing director of Intertax (Pty) Ltd., an
international tax consultancy firm. He also serves on the boards of other
publicly traded companies like United Services Technologies Limited and Brait
S.A.
JAN STEENKAMP has served as president and chief executive officer of
OpenTV, Inc. since August 1997 and as a director of OpenTV, Inc. since
May 1999. Mr. Steenkamp has served as a director of Open TV Corp. since
October 1999 and as president and chief executive officer of Open TV Corp. since
November 1999. From 1985 until he joined us in 1997, Mr. Steenkamp held a
variety of management positions within the MIH Holdings group of companies. He
was the commercial director of Irdeto Consultants, a Netherlands-based
subsidiary of MIH Limited that develops digital conditional access and
subscriber management systems. During his time at Irdeto, Mr. Steenkamp managed
business and product development as Irdeto grew from 50 to 250 employees. While
working at MIH Holdings, Mr. Steenkamp initiated the introduction of pay
television in Greece, managed a project team to establish pay television in
Italy and was active in the acquisition and development of the European NetHold
operations in the Netherlands, Belgium, Finland, Sweden, Denmark and Norway.
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J. JAMES VOLKWYN has been the chief executive officer of our television
operations since January 2000. Before we reorganized our management structure,
Mr. Volkwyn had served as the chief executive officer of MultiChoice Africa
since September 1997. Mr. Volkwyn also currently serves as a director of
MultiChoice Africa and MultiChoice Middle East. Mr. Volkwyn was the chief
operations officer (excluding South African operations) and finance manager of
MultiChoice Africa from January 1996 to September 1997, and finance manager of
MultiChoice Africa from January 1993 to December 1995.
STEPHEN F. WARD joined us on January 1, 2000 as a director and chief
financial officer. Before joining us, Mr. Ward was a senior partner with
PricewaterhouseCoopers in the Netherlands where during his thirteen years as a
partner he was involved in advising multinational, publicly traded companies as
well as serving in various management positions. Mr. Ward is a fellow of the
Institute of Chartered Accountants in England and Wales and a Dutch Registered
Accountant.
The business address of our directors and officers is our registered office:
Abbot Building, Mount Street, Tortola, Road Town, British Virgin Islands.
DIRECTORS
Pursuant to our Memorandum and Articles, our board of directors is
classified into three classes of directors. The terms of the classes of
directors will expire at the annual meetings of stockholders to be held in 2000,
2001 and 2002, respectively. Thereafter, the classes will be elected to
staggered three-year terms. The following table lists the class within which
each of our directors serves:
<TABLE>
<CAPTION>
NAME CLASS
---- --------
<S> <C>
A. Andre Coetzee............................................ 2001
Stephan J.Z. Pacak.......................................... 2001
Allan M. Rosenzweig......................................... 2001
Stephen F. Ward............................................. 2001
Theunissen Vosloo........................................... 2002
Jacobus D.T. Stofberg....................................... 2002
Johannes H.W. Hawinkels..................................... 2002
Jacobus P. Bekker........................................... 2003
Stephen G.J. Oldfield(1).................................... 2003
William J. Raduchel......................................... 2003
</TABLE>
------------------------
(1) Resigned August 31, 2000
BOARD COMMITTEES
Our board of directors has a Compensation Committee and an Audit Committee.
The Compensation Committee, which comprises Messrs. Bekker and Vosloo,
establishes salaries, incentives and other forms of compensation for executive
officers and administers incentive compensation and benefit plans provided for
employees. The Audit Committee, which comprises Messrs. Bekker, Pacak and
Raduchel (appointed June 12, 2000) reviews our audit policies and oversees the
engagement of our independent auditors.
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS
The aggregate salary and related benefits compensation paid by us and our
subsidiaries to the named directors and officers as a group during the fiscal
year ending March 31, 2000, was approximately
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<PAGE>
$2,853,095. The aggregate bonus compensation paid by us and our subsidiaries to
the named directors and officers as a group during the fiscal year ending
March 31, 2000 was approximately $219,487.
The aggregate amount set aside by us and our subsidiaries to provide
pension, retirement and similar benefits to the named directors and officers as
a group during the fiscal year ending March 31, 2000 was approximately $234,955.
SHARE SCHEME
Pursuant to the Deed constituting the MIH Limited Share Trust (the "Deed"),
dated March 22, 1999, we have established the MIH Limited Share Scheme (the
"Share Scheme") and appointed trustees (the "Trustees") to administer the Share
Scheme. The Share Scheme is intended to provide an incentive to our employees,
by giving them an opportunity to acquire our Class A Ordinary Shares, to remain
in our employment and to promote our continued growth. The following summary
does not purport to be complete and is subject to, and qualified in its entirety
by, the Deed, which has been filed as an exhibit to the registration statement
of which this prospectus forms a part and is incorporated herein by reference.
We may allocate to the MIH Limited Share Trust (the "Trust") a number of
Class A Ordinary Shares which represent, in aggregate, no more than 10% of the
total number of Ordinary Shares Class A Ordinary Shares which are allotted to
the Trust for the purpose of the Share Scheme become "Scheme Shares" and an
amount equal to the total consideration payable in respect of the Scheme Shares
is advanced by us to the Trust as an interest free loan.
Under the Share Scheme, the Trustees may offer or grant options in respect
of Scheme Shares to selected employees at a price set by the Trustees. The
employees are selected and the number of shares are determined by the Trustees
after consultation with the Compensation Committee. The aggregate number of
Scheme Shares which can be made available to any one employee under the Share
Scheme is not permitted to exceed approximately 1% of total number of Ordinary
Shares issued and outstanding.
Each offer sets forth the terms on which it may be accepted. The time period
for acceptance is usually within 14 days from the date of the offer, and the
maximum period which may be allowed for the payment of the purchase price is
5 years and 105 days from the effective date of the offer. Under the Share
Scheme, the purchase price is payable in three equal instalments which may not
be paid before the third, fourth and fifth anniversaries, respectively, of the
date on which the offer was made. The Trustees may, however, in their discretion
allow earlier payment dates.
Similarly, each option sets out the terms on which it may be exercised. The
maximum period which may be allowed for the exercise of an option is 5 years and
105 days from the date the option was granted. However, options are generally
exercisable immediately on (or within a short period after) the date on which
they were granted. The implementation of the resulting contract (being the
payment of the purchase price against delivery) takes place in three phases
which may not be effected before the third, fourth and fifth anniversaries,
respectively, of the grant date. The Trustees may, however, in their discretion
allow earlier implementation.
Accordingly, unless the Trustees permit otherwise, Scheme Shares are only
transferred to employees in three equal tranches on the third, fourth and fifth
anniversaries of the date of the offer or grant of the option, as the case may
be.
Our directors may amend the provisions of the Share Scheme; however, any
amendments which would adversely affect an employee's rights under any offers
which have been made or options which have been granted would require the
consent of the affected employee.
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DIRECTORS' STOCK OPTION PLAN
On October 4, 1999, we adopted a Directors' Stock Option Plan (the "Plan")
to provide incentives to attract and retain highly competent persons to serve as
directors on our board. By providing our directors with opportunities to acquire
a proprietary interest in MIH Limited by the grant of nonqualified stock options
which may result in their ownership of our Class A Ordinary Shares, we hope to
induce them to represent shareholders' interests as they oversee our general
operations. The following summary does not purport to be complete and is subject
to, and qualified in its entirety by, the Plan, which has been filed as an
exhibit to the registration statement of which this prospectus forms a part and
is incorporated herein by reference.
The aggregate number of Class A Ordinary Shares that may be issued pursuant
to the exercise of options granted under the Plan will not exceed 500,000 and
will be made available from authorized but unissued Class A Ordinary Shares. The
Class A Ordinary Shares subject to the unexercised portion of any stock option
granted under the Plan which expires, terminates or is cancelled will become
available for issuance upon the exercise of future options granted under the
Plan.
Our board of directors is responsible for administering the Plan; however,
any or all of the board's authority under the Plan may be delegated to a
committee of one or more directors. The administrator of the Plan is either the
board of directors or, if the board has delegated its authority under the Plan,
the committee. Each option granted under the Plan is evidenced by an option
agreement. Options may only be granted to a participating director who is not
also an employee.
Under the Plan, the administrator may grant to a participating director an
initial stock option to purchase the number of Class A Ordinary Shares
determined by the administrator. In any calendar year after the calendar year in
which a participating director received an initial stock option, a stock option
will be granted automatically to this participating director to purchase 5,000
Class A Ordinary Shares.
The purchase price of the Class A Ordinary Shares under each stock option
granted will be equal to the fair market value of the Class A Ordinary Shares on
the date of the grant, or the effective date of the option agreement. The fair
market value is determined by the closing price of the Class A Ordinary Shares
as reported on the Nasdaq National Market, or if the closing price does not
properly reflect the fair market value, then a price as may be determined in
good faith by the administrator.
A maximum of 25% of the granted stock options are exercisable after the
expiry of one year after the date of the grant, a maximum of 50% are exercisable
after the expiry of two years after the date of the grant, a maximum of 75% are
exercisable after the expiry of three years after the date of the grant and the
balance of the remaining original stock options are exercisable after the expiry
of four years after the date of the grant. The administrator may, however, in
its discretion permit the earlier exercise of any or all of the stock options,
but no option granted under the Plan shall be exercised after ten years from its
date of grant.
Upon exercise of a stock option, the purchase price will be payable in full
in cash or its equivalent acceptable to us. In the discretion of the
administrator, the purchase price may be paid by the assignment and delivery to
us of Class A Ordinary Shares or a combination of cash and shares equal in value
to the exercise price. Any shares so assigned and delivered to us in payment or
partial payment of the purchase price will be valued at their fair market value
on the exercise date.
The stock option is exercisable during the participating director's lifetime
only by the participating director or by his guardian or legal representative
and is non-transferable, except that the participating director may transfer all
or any part of the stock option by will or by the laws of inheritance.
Our board of directors may amend the provisions of the Plan; however, any
amendments which would adversely affect the participating director's rights
under any stock option previously granted under the Plan would require the
consent of the affected participating director.
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ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
The Compensation Committee of our board of directors has determined that it
will periodically award and grant options to purchase shares of our Class A
Ordinary Shares to directors and members of management under the MIH Limited
Share Scheme. The exercise price represents the fair value of the shares on the
date of the Compensation Committee's determination, which is generally the date
the options are awarded. The options expire if they are not exercised within
five years and one hundred and five days from the option date. As of March 31,
2000, the following options had been awarded and granted to directors and
members of management under the MIH Limited Share Scheme:
- On April 1, 1999, options which expire on July 15, 2004, to purchase an
aggregate of 950,140 Class A Ordinary Shares (after giving effect to stock
splits) were awarded and granted at an exercise price of $10.57 per share,
which represents the estimated fair value of the shares on September 11,
1998, the date the Compensation Committee determined to award the Shares;
- On May 6, 1999, options which expire on August 19, 2004 to purchase an
aggregate of 771,327 Class A Ordinary Shares were awarded and granted at
an exercise price of $18.625 per share;
- On July 1, 1999, options which expire on October 14, 2004, to purchase an
aggregate of 9,590 Class A Ordinary Shares were awarded and granted at an
exercise price of $26.50 per share;
- On August 26, 1999, options which expire on August 26, 2004, to purchase
an aggregate of 29,000 Class A Ordinary Shares were awarded and granted at
an exercise price of $28.6875 per share;
- On October 4, 1999, options which expire on October 4, 2004, to purchase
an aggregate of 176,190 Class A Ordinary Shares were awarded and granted
at an exercise price of $29.375 per share;
- On January 4, 2000, options which expire on April 19, 2005, to purchase an
aggregate of 8,820 Class A Ordinary Shares were awarded and granted at an
exercise price of $52.375 per share; and
- On March 7, 2000, options which expire on June 20, 2005, to purchase an
aggregate of 48,810 Class A Ordinary Shares were awarded and granted at an
exercise price of $71.50 per share.
As of August 31, 2000 our directors and members of management had
outstanding options to purchase an aggregate of 1,993,877 Class A Ordinary
Shares.
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
CHANNEL DISTRIBUTION ARRANGEMENTS
Pursuant to channel distribution agreements between MultiChoice Africa and
M-Net Ltd., we have the right to distribute the M-Net channels by analog and
digital distribution systems, and to license the reception of the M-Net channels
by terrestrial analog and digital satellite distribution systems. M-Net Ltd.
provides the M-Net and Movie Magic channels and has the exclusive rights to the
South African and Sub-Saharan pay-television broadcast of movies from major
movie studios, including Disney, Warner Brothers, Columbia Tristar/Sony, Fox,
MCA/Universal, Paramount, MGM and DreamWorks. The M-Net Channel Distribution
Agreements expire in 2005 (digital) and 2002 (analog). Pursuant to the M-Net
channel distribution agreements, MultiChoice Africa pays M-Net Ltd. fees based
on subscriber numbers. During the fiscal year ended March 31, 2000, these
amounts totalled approximately $86.9 million and for the fiscal year ended
March 31, 1999, these amounts totalled approximately $74.4 million.
Through the M-Net channel distribution agreements, we also have the right to
distribute the sports channels which are produced by SSIH. SSIH has obtained the
exclusive rights to broadcast the South African cricket and rugby leagues along
with major international cricket and rugby events, two of the most popular
sports in South Africa. Pursuant to the M-Net channel distribution agreements,
MultiChoice Africa pays SSIH fees based on subscriber numbers. During the fiscal
year ended March 31, 2000, these
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amounts totalled approximately $74.1 million and during the fiscal year ended
March 31, 1999, these amounts totalled approximately $63.3 million.
The M-Net channel distribution agreements are disclosed because MultiChoice
Africa is a subsidiary of MIH Limited. SSIH is a shareholder of MIH Limited.
TRANSMISSION ARRANGEMENTS
Through certain of our subsidiaries and joint ventures, we have various
arrangements with Orbicom pursuant to which our subsidiaries receive certain
rights and services, including transponder leasing (C-band and Ku-band
capacity), terrestrial and satellite signal distribution, maintenance of
transmitter networks and backhaul and uplink services. The Orbicom arrangements
expire at various times. Pursuant to the Orbicom arrangements, we pay Orbicom
fixed monthly fees for leasing arrangements and variable fees for maintenance
services. During the fiscal year ended March 31, 1999, these amounts totalled
approximately $28.8 million.
The M-Net channel distribution agreements and the Orbicom arrangements were
negotiated on an arms-length basis and, we believe, on terms no less favorable
than we could have received from independent third parties.
The Orbicom arrangements are disclosed because MIH Holdings (the parent of
MIH (BVI) Limited) formerly owned 80% of Orbicom and Johnnic presently owns
approximately 30% of M-Cell Limited, which currently owns Orbicom.
SALE OF ORBICOM
On August 24, 1999, we disposed of our 20% interest and our loan claims in
Orbicom to MIH Holdings which in turn, together with its interest of 80%, sold
the total investment in Orbicom to M-Cell in exchange for M-Cell shares. We
received total consideration in connection with this sale of $20.6 million,
which was in the form of 4,423,273 shares in M-Cell with a market value of
$7.2 million and $13.4 million note receivable from MIH Holdings. For a more
complete description of this transaction, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Recent Developments"
The sale of Orbicom is disclosed because Johnnic, one of our principal
stockholders, owns approximately 30% of M-Cell.
ACQUISITION OF SHARES IN M-WEB HOLDINGS
We acquired a 7.8% interest in M-Web Holdings for a cash consideration of
$16.5 million in August 1999. On September 30, 1999, we acquired an additional
3.4% interest in M-Web Holdings in exchange for our interest in shares of M-Cell
Limited. In February and March 2000, we acquired an additional 5.4% interest in
M-Web Holdings, bringing our total interest up to 15.8%. For a more complete
description of these transactions, see "Item 9. Management's Discussion and
Analysis of Financial Condition and Results of Operations--Recent Developments".
The acquisition of shares in M-Web Holdings is disclosed because MIH
Investments presently owns more than 50% of the issued shares in MIH Holdings
and more than 45% of the issued shares in M-Web Holdings.
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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 AND CHANGES IN SECURITY FOR REGISTERED
SECURITIES
None
PART IV
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
Reference is made to Item 19(a) for a list of all financial statements filed
as part of this Annual Report
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
(a) See Index to Financial Statements
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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.
<TABLE>
<S> <C> <C>
MIH LIMITED
BY: /s/ JACOBUS D. T. STOFBERG
-----------------------------------------
NAME: Jacobus D. T. Stofberg
TITLE: Chief Executive Officer
BY: /s/ STEPHEN F. WARD
-----------------------------------------
NAME: Stephen F. Ward
TITLE: Chief Financial Officer
Date: September 29, 2000
</TABLE>
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<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
MIH LIMITED AND SUBSIDIARIES
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants........................... F-2
Consolidated Statements of Operations for the years ended
March 31, 2000, 1999 and 1998............................. F-3
Consolidated Balance Sheets as of March 31, 2000 and 1999... F-4
Consolidated Statements of Cash Flow for the years ended
March 31, 2000, 1999 and 1998............................. F-5
Consolidated Statements of Changes in Shareholders' Equity
for the years ended March 31, 2000, 1999 and 1998......... F-6
Notes to the Consolidated Financial Statements.............. F-7
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND
SUBSIDIARIES
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants........................... F-54
Consolidated Balance Sheets as of December 31, 1999 and
1998...................................................... F-55
Consolidated Statements of Operations for the years ended
December 31, 1999, 1998 and 1997.......................... F-56
Consolidated Statements of Cash Flow for the years ended
December 31, 1999, 1998 and 1997.......................... F-57
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 1999, 1998 and 1997...... F-58
Notes to the Consolidated Financial Statements.............. F-59
</TABLE>
F-1
<PAGE>
REPORT OF THE INDEPENDENT ACCOUNTANTS
TO THE DIRECTORS AND SHAREHOLDERS OF MIH LIMITED
We have audited the accompanying consolidated balance sheets of MIH Limited
and subsidiaries as of March 31, 2000 and 1999, and the related consolidated
statements of operations, cash flow and changes in shareholders' equity for each
of the three years in the period ended March 31, 2000. These consolidated
financial statements are the responsibility of MIH Limited'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 of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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 MIH Limited and
subsidiaries as of March 31, 2000 and 1999, and the consolidated results of
their operations, cash flow and changes in shareholders' equity for each of the
three years in the period ended March 31, 2000, in conformity with International
Accounting Standards.
International Accounting Standards vary in certain significant respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of consolidated
results for each of the three years in the period ended March 31, 2000 and
shareholders' equity as of March 2000 and 1999 to the extent summarized in
Note 34 to the consolidated financial statements.
PRICEWATERHOUSECOOPERS INC.
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS AND AUDITORS
Johannesburg
Republic of South Africa
June 28, 2000
F-2
<PAGE>
MIH LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
NOTES 2000 1999 1998
---------- ------------- ------------- -------------
(IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AND SHARE
AMOUNTS)
<S> <C> <C> <C> <C>
NET REVENUES.................................... 18 $ 723,409 $ 607,855 $ 500,538
OPERATING EXPENSES:
Cost of providing services.................... (435,594) (390,492) (308,809)
Selling, general and administrative........... (283,973) (203,751) (175,201)
Depreciation and amortization................. (74,010) (51,390) (58,010)
----------- ----------- -----------
TOTAL OPERATING EXPENSES........................ (793,577) (645,633) (542,020)
----------- ----------- -----------
OPERATING LOSS.................................. (70,168) (37,778) (41,482)
Financial results, net.......................... 20 (15,856) (9,078) (5,488)
Equity results in joint ventures................ (39,458) (41,219) (5,091)
Equity results in associates.................... (2,163) (2,053) (2,783)
Profit on sale of associate..................... 15,199 -- --
Profit on sale / dilution of subsidiaries and
joint venture, net............................ 98,972 31,093 --
----------- ----------- -----------
LOSS BEFORE TAXATION............................ (13,474) (59,035) (54,844)
Income taxation................................. 21 (634) (309) (7,570)
----------- ----------- -----------
LOSS AFTER TAXATION............................. (14,108) (59,344) (62,414)
Minority interest............................... 4,962 371 3,793
-- ----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS................. (9,146) (58,973) (58,621)
Loss from discontinuing operations.............. 22 (3,813) (9,866) (5,181)
Loss arising on discontinuing operations........ 22 (4,065) -- --
----------- ----------- -----------
NET LOSS...................................... $ (17,024) $ (68,839) $ (63,802)
=========== =========== ===========
PER SHARE AMOUNTS:
Basic and diluted loss from continuing
operations.................................. $ (0.18) $ (1.54) $ (1.53)
Basic and diluted net loss.................... $ (0.34) $ (1.80) $ (1.67)
SHARES USED TO COMPUTE LOSS PER SHARE........... 50,790,662 38,235,000 38,235,000
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-3
<PAGE>
MIH LIMITED
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
NOTES 2000 1999
-------- ---------- ---------
(IN THOUSANDS OF US DOLLARS)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 284,593 $ 56,099
Accounts receivable, net.................................. 4 59,642 50,557
Other receivables......................................... 5 39,928 28,229
Program and film rights................................... 11 30,177 38,935
Amounts owing by related parties.......................... 26 85 14,221
Inventories, net.......................................... 6 17,222 21,368
---------- ---------
Total current assets.................................... 431,647 209,409
---------- ---------
NON-CURRENT ASSETS
Tangible fixed assets, net................................ 8 213,853 237,104
Intangible assets, net.................................... 9 206,884 207,201
Long-term investments..................................... 10 97,100 70,114
Program and film rights................................... 11 127,416 52,399
---------- ---------
Total non-current assets................................ 645,253 566,818
---------- ---------
TOTAL ASSETS............................................ $1,076,900 $ 776,227
========== =========
LIABILITIES
CURRENT LIABILITIES
Bank overdrafts and short-term loans...................... $ 47,638 $ 64,117
Current portion of long-term debt......................... 14 16,010 15,512
Current portion of program and film rights................ 14 31,761 37,857
Accounts payable.......................................... 59,979 43,164
Accrued expenses and other current liabilities............ 12 129,661 161,472
Amounts owing to related parties.......................... 26 20,448 16,298
Provisions................................................ 13 19,637 11,933
---------- ---------
Total current liabilities............................... 325,134 350,353
---------- ---------
NON-CURRENT LIABILITIES
Transponder and set-top box leases........................ 14 165,541 182,098
Long-term debt -- other................................... 14 20,575 22,672
Program and film rights................................... 14 118,644 43,777
Deferred taxation......................................... 15 209 120
---------- ---------
Total non-current liabilities........................... 304,969 248,667
---------- ---------
TOTAL LIABILITIES....................................... 630,103 599,020
---------- ---------
Minority interest........................................... 16 82,115 524
Commitments and contingencies............................... 28 -- --
SHAREHOLDERS' EQUITY
Share capital
Class A Ordinary Shares no par value:
AUTHORIZED: 2000 and 1999: 103,468,878
ISSUED: 2000: 22,464,456 and 1999: 7,447,681............ 17 331,550 113,986
Class B Ordinary Shares no par value:
AUTHORIZED: 2000 and 1999: 55,920,509
ISSUED: 2000 and 1999: 30,787,319....................... 17 475,566 475,566
Accumulated loss............................................ (399,410) (382,386)
Foreign currency translation adjustment..................... (43,024) (30,483)
---------- ---------
TOTAL SHAREHOLDERS' EQUITY.............................. 364,682 176,683
---------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.............. $1,076,900 $ 776,227
========== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-4
<PAGE>
MIH LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
NOTES 2000 1999 1998
-------- --------- -------- --------
(IN THOUSANDS OF US DOLLARS)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation................................... $ (13,474) $(59,035) $(54,844)
Adjustments to reconcile loss before taxation to cash
generated from / (used in) operations
Non-cash and other................................... 23 51,045 104,513 105,624
Working capital...................................... 24 (3,523) (49,031) (43,233)
--------- -------- --------
Cash generated from / (used in) operations............. 34,048 (3,553) 7,547
Taxation (paid) / refunded............................. (1,630) (5,755) 2,849
Used in discontinuing operations....................... (7,878) (9,866) (5,181)
--------- -------- --------
NET CASH FROM / (USED IN) OPERATING ACTIVITIES... 24,540 (19,174) 5,215
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries, net of cash acquired...... 25 (22,248) (13,245) (33,911)
Investment in OpenTV Inc............................... -- (9,513) (9,100)
Investment in M-Web Holdings Limited................... (34,228) -- --
Investment in United Broadcasting Corporation Public
Company Limited...................................... (8,720) (66,701) (45,797)
Investment in SOE International SA..................... (16,646) -- --
Investment in Wisdom Online (BVI) Limited.............. (1,468) -- --
Net (increase) / decrease in marketable securities..... (26,035) (4,704) 1,052
Purchase of tangible fixed assets...................... (25,494) (11,352) (31,664)
Proceeds on disposal of joint venture.................. 2,812 -- --
Proceeds on disposal of investments.................... -- -- 283,082
Proceeds on sale of tangible fixed assets.............. 2,641 7,389 5,276
Interest received...................................... 13,725 10,328 7,898
Dividends received..................................... 1,939 2,573 1,539
--------- -------- --------
NET CASH (USED IN) / FROM INVESTING ACTIVITIES... (113,722) (85,225) 178,375
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Finance costs.......................................... (14,425) (21,979) (19,210)
Proceeds from issue of share capital................... 171,102 -- --
Proceeds on transfer of M-Net/SuperSport shares........ -- 22,243 --
Funds raised from outside shareholders................. 204,449 -- 3,793
Payment of long-term borrowings........................ -- (29,070) (20,556)
Capital leases repaid.................................. (28,556) (10,995) (4,550)
Bank overdrafts and short term loans (repaid) /
raised............................................... (8,467) 47,581 7,479
Dividends paid......................................... -- -- (51,817)
--------- -------- --------
NET CASH FROM / (USED IN) FINANCING ACTIVITIES... 324,103 7,780 (84,861)
--------- -------- --------
NET INCREASE / (DECREASE) IN CASH AND CASH
EQUIVALENTS.......................................... 234,921 (96,619) 98,729
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR......... 56,099 153,412 60,773
TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS... (6,427) (694) (6,090)
--------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR............... $ 284,593 $ 56,099 $153,412
========= ======== ========
</TABLE>
The principal non-cash transactions are the conversion of the $46.2 million
note payable to Thomson Consumer Electronics Inc. into 2,581,775 Class A
Ordinary Shares and the acquisition of property, plant and equipment using
capital leases.
The accompanying notes are an integral part of these consolidated financial
statements
F-5
<PAGE>
MIH LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
FOREIGN
SHARE CAPITAL CURRENCY
--------------------- ACCUMULATED TRANSLATION
CLASS A CLASS B LOSS ADJUSTMENTS TOTAL
---------- -------- ----------- ----------- --------
(IN THOUSANDS OF US DOLLARS)
<S> <C> <C> <C> <C> <C>
At March 31, 1997..................... $113,986 $471,198 $(197,928) $ 10,029 $397,285
Capital contribution.................. -- 4,368 -- -- 4,368
Net loss.............................. -- -- (63,802) -- (63,802)
Dividend paid......................... -- -- (51,817) -- (51,817)
Translation adjustment................ -- -- -- (32,461) (32,461)
-------- -------- --------- -------- --------
At March 31, 1998..................... 113,986 475,566 (313,547) (22,432) 253,573
Net loss.............................. -- -- (68,839) -- (68,839)
Translation adjustment................ -- -- -- (8,051) (8,051)
-------- -------- --------- -------- --------
At March 31, 1999..................... 113,986 475,566 (382,386) (30,483) 176,683
Issue of share capital (see note
17)................................. 266,835 -- -- -- 266,835
Share issue expenses.................. (16,728) -- -- -- (16,728)
Share incentive scheme................ (32,543) -- -- -- (32,543)
Net loss.............................. -- -- (17,024) -- (17,024)
Translation adjustment................ -- -- -- (12,541) (12,541)
-------- -------- --------- -------- --------
At March 31, 2000..................... $331,550 $475,566 $(399,410) $(43,024) $364,682
======== ======== ========= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-6
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
MIH Limited (MIHL) was incorporated on July 26, 1991 under the laws of the
British Virgin Islands. The principal activities of MIHL and its operating
subsidiaries (collectively, the Company) are the provision of television
platform, Internet and interactive technology services. These activities are
conducted through subsidiaries, joint ventures and associates primarily in
Africa, Greece, Cyprus, the Middle East, the Netherlands, Thailand, the United
States of America and China.
2. PRINCIPAL ACCOUNTING POLICIES AND REPORTING CURRENCY
The consolidated financial statements of the Company have been prepared in
accordance with International Accounting Standards (IAS) issued by the
International Accounting Standards Committee. The financial statements have been
prepared on the historical cost basis.
The Company has adopted the US dollar as its reporting currency.
Notwithstanding the US dollar reporting currency, the Company measures
separately the transactions of each of its material operations using the
particular currency of the primary economic environment in which the operation
conducts its business (its functional currency).
The financial statements have been translated from functional currencies to
the reporting currency by translating assets and liabilities, both monetary and
non-monetary and including goodwill and other intangible assets that arise as a
result of equity investments in entities, at the closing rate at each balance
sheet date. Income and expense items are translated at exchange rates at the
dates of the transactions or at average rates. All resulting exchange
differences are included in equity.
Preparation of the consolidated financial statements in conformity with
generally accepted accounting principles (GAAP) requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
(A) BASIS OF CONSOLIDATION
The consolidated financial statements include the financial statements of
MIHL and all majority-owned (directly and indirectly) and controlled
subsidiaries. A company in which MIHL holds directly or indirectly more than 50%
of the ordinary share capital and / or voting rights is classified as a
subsidiary. Newly-acquired companies are consolidated from the effective date of
acquisition. Similarly, the results of a subsidiary divested during an
accounting period are included in the Company accounts only to the date of
disposal.
All inter-company transactions are eliminated as part of the consolidation
process and the interests of the minority shareholders in the consolidated
equity and in the consolidated results of the Company are shown separately in
the Consolidated Balance Sheets and Consolidated Statements of Operations. Where
the losses applicable to the minority shareholders in a consolidated subsidiary
exceed their interest in that subsidiary, the excess, and any further losses
applicable to them, are recognized by the Company except to the extent that the
minority shareholder's have a binding obligation and are able to make good the
losses. If the subsidiary subsequently reports profits, the Company recognizes
all such profits until the minority shareholders' share of losses previously
absorbed by the Company has been recovered.
Acquisitions of companies are accounted for using the purchase method. The
excess of the purchase price over the fair value of assets acquired less the
liabilities assumed of the acquired company, is allocated
F-7
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES AND REPORTING CURRENCY (CONTINUED)
to identifiable tangible and intangible assets and goodwill and amortized over
the period that the Company expects to derive benefits from these assets.
Companies in which the Company has joint control are accounted for using the
equity method with the Company's share of profits and losses included in the
Consolidated Statements of Operations. The Company's share of post-acquisition
retained profits/losses is added to/deducted from the cost of the joint venture
investments in the Consolidated Balance Sheets.
Associated companies, over which the Company has significant influence, are
accounted for using the equity method with the Company's share of profits and
losses included in the Consolidated Statements of Operations. The Company's
share of post-acquisition retained profits/losses is added to/deducted from the
cost of the associated company investments in the Consolidated Balance Sheets.
Other investments are stated at cost. When necessary a provision is made on
the basis of an evaluation of each individual investment for any diminution in
value that is considered to be of a permanent nature.
(B) FOREIGN CURRENCIES
Individual companies' transactions in currencies other than their functional
currency are recorded at the rate of exchange at the date of the transaction or,
if hedged forward, at the rate of exchange under the related forward exchange
contract. Assets and liabilities in currencies other than their functional
currency are translated at year-end rates. Any resulting exchange differences
are reflected in the Statements of Operations.
On consolidation, assets and liabilities of subsidiaries denominated in
foreign currencies are translated at year-end rates. Income and expense items
are translated using the annual weighted average rates of exchange or, where
known or determinable, at the rate on the date of the transaction for
significant items.
Adjustments from translation have been recorded in shareholders' equity and
are reflected in the Consolidated Statements of Operations only upon sale or
liquidation of the underlying investments.
(C) CASH AND CASH EQUIVALENTS
Cash and cash equivalents represent cash and short-term liquid investments
with original maturities of three months or less.
(D) TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable are stated at estimated realizable values after
deduction of an allowance for doubtful accounts that is considered by management
to be sufficient to meet probable future losses related to uncollectable
amounts.
(E) INVENTORIES
Inventories, consisting primarily of set-top boxes and associated
components, are stated at the lower of cost or net realizable value. Cost is
generally determined on the first-in first-out basis. When necessary, provision
is made for obsolete, slow-moving and/or defective inventories.
F-8
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES AND REPORTING CURRENCY (CONTINUED)
(F) TANGIBLE FIXED ASSETS
Tangible fixed assets are stated at historical cost less accumulated
depreciation. Depreciation is charged on a straight-line basis over the
estimated useful lives of the respective assets, based on the following useful
lives:
<TABLE>
<CAPTION>
YEARS
-------------
<S> <C>
Buildings................................................... 30
Machinery, furniture and equipment.......................... 4-10
Transponders and transmitters............................... 10-12
Set-top boxes............................................... 2
</TABLE>
Land is not depreciated. Improvements to leasehold properties are amortized
over the period of their respective leases.
Fully depreciated assets are retained in tangible fixed assets and
depreciation accounts until they are removed from service. In the case of
disposals, assets and related depreciation are removed from the accounts and the
net amount, less proceeds from disposal, is charged or credited to the
Statements of Operations.
(G) INTANGIBLE ASSETS
Intangible assets are stated at historical cost less accumulated
amortization. Amortization of intangible assets and intellectual property rights
is charged on a straight-line basis over the period of expected benefit, which
is five years. Goodwill is amortized on a straight-line basis over five years.
(H) LEASES
Assets held under capital lease agreements are treated as tangible fixed
assets and the present values of the related lease payments are recorded as
liabilities. Costs for operating leases are charged to the Statements of
Operations in the years in which they are incurred.
(I) IMPAIRMENT OF ASSETS
The Company periodically evaluates the carrying value of assets to be held
and used, including goodwill and other intangible assets, when events and
circumstances warrant such a review. The carrying value of an asset is
considered impaired when the anticipated discounted cash flows from such an
asset are separately identifiable and are less than its carrying value. In that
event, a loss is recognized based on the amount by which the carrying value
exceeds the fair market value of the asset. Fair market value is determined
primarily using anticipated cash flows discounted at a rate commensurate with
the risk involved. Assets to be disposed of are recorded at fair market value,
reduced by the estimated costs to dispose of the asset.
(J) PROGRAM AND FILM RIGHTS
Film rights are stated at acquisition cost less accumulated amortization.
Sports rights are written off upon the showing of the event, and general
entertainment and films are amortized on a straight-line basis
F-9
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES AND REPORTING CURRENCY (CONTINUED)
over the period of the license or based on showings where the number of showings
is limited. Amortization of program and film rights is included in the cost of
providing services.
(K) TAXATION
Provision is made for all taxes payable in respect of taxable profits earned
in the year. The Company also provides at current rates for taxation on all
timing differences between income for financial reporting and fiscal purposes
under the liability method. No deferred taxation is provided for in respect of
timing differences that are anticipated to reverse within the carry-forward
period of taxation losses.
(L) PROVISIONS
Provisions are recognized when the company has a present legal or
constructive obligation as a result of past events and it is probable that an
outflow of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate of the amount of the obligation can be made.
(M) MINORITY INTEREST
The interest of third parties in subsidiaries is accounted for on the basis
of their share in the underlying equity of the subsidiaries.
(N) REVENUE RECOGNITION
The Company generates revenue from subscription fees, set-top box sales and
rentals, software sales, technology licensing, advertising and the performance
of maintenance, consulting, e-commerce and other services, net of sales taxes
and discounts. Subscription fees are earned over the period of providing
services. Set-top box sales, technology licensing and other services are
recorded upon delivery of products and customer acceptance, if any, or
performance of services. Advertising revenue is recognized upon showing over the
period of the advertising contract.
For contracts with multiple obligations (e.g. maintenance and other
services), revenue from product licenses is recognized when delivery has
occurred, collection of the receivables is probable, the fee is fixed or
determinable and objective evidence exists to allocate the total fee to all
delivered and undelivered elements of the arrangement. The Company recognizes
revenue allocated to maintenance and support fees, for ongoing customer support
and product updates ratably over the period of the relevant contract. Payments
for maintenance and support fees are generally made in advance and are
non-refundable. For revenue allocated to consulting services and for consulting
services sold separately, the Company recognizes revenue as the related services
are performed. Maintenance and consulting services revenue is included in
services and other revenue.
For product licenses sold with integration services, the Company recognizes
revenue based on the completed contract method. Revenue from software
development contracts of less than six months duration is recognized based on
the completed contract method and for longer term contracts generally on the
percentage of completion method. Under the percentage of completion method the
extent of progress towards completion is measured based on actual costs incurred
to total estimated costs. Provisions for estimated losses on uncompleted
contracts are made in the period in which estimated losses are determined.
Revenue from integration services and software development contracts is included
in services and other revenue.
F-10
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES AND REPORTING CURRENCY (CONTINUED)
(O) PENSIONS AND OTHER POST-RETIREMENT BENEFITS
The Company has various post-retirement and pension plans in accordance with
local conditions and practices in the countries in which it operates. The plans
are predominately defined contribution plans. Current contributions to the
pension funds operated for employees are charged to the Statements of Operations
as incurred.
(P) RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed in the financial period during
which they are incurred. Software development costs are capitalized beginning
when a product's technological feasibility has been established and ending when
a product is available for general release to customers.
(Q) DISCONTINUING OPERATIONS
A discontinuing operation results from the sale or abandonment of an
operation that represents a separate, major line of business of an enterprise
and of which the assets, net profits or losses and activities can be
distinguished physically, operationally and for functional reporting purposes.
The results of discontinuing operations, net of taxation, are separately
disclosed.
(R) DIVIDENDS
Dividends proposed are payable when declared by the board of directors.
Dividends declared by MIHL are payable in United States dollars. Dividends
declared and received by MIHL from its subsidiaries are denominated in their
respective functional currencies.
(S) FINANCIAL INSTRUMENTS
The Company enters into foreign currency exchange contracts in order to
reduce the impact of certain foreign currency exchange rate fluctuations. Firmly
committed transactions and the related receivable and payable may be hedged with
forward exchange contracts. Any gains/losses are included in accrued liabilities
and are recognized in results when the transaction being hedged is recognized.
(T) LOSS/PROFIT PER SHARE
Net loss/profit per share and loss/profit per share from continuing
operations is based on net loss/ profit and the loss/profit from continuing
operations divided by the weighted average number of shares outstanding during
each period.
(U) SEGMENT REPORTING
The primary segmental reporting has been prepared based on the Company's
method of internal reporting, which disaggregates its business by service or
product and includes all business over which the Company exercises control. The
secondary segmental reporting has been prepared on a geographical basis.
(V) EQUITY COMPENSATION
The intrinsic value, defined as the market value of the share at grant date
less the exercise price, is not recognized as a compensation expense over the
vesting period of the related options or stock purchases.
F-11
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES AND REPORTING CURRENCY (CONTINUED)
(W) COMPARATIVES
Where necessary, comparatives have been adjusted to conform to changes in
presentation in the current year. IAS 22 "Business combinations," IAS 36
"Impairment of assets," IAS 37 "Provisions, contingent liabilities and
contingent assets," IAS 38 "Intangible assets" and IAS 16 "Property, plant and
equipment" have been implemented by the Company in advance of their effective
dates. There are no changes in accounting policy that affect operating profit
resulting from the adoption of the above standards, as the Company was already
following the recognition and measurement principles in those standards.
3. SIGNIFICANT ACQUISITIONS AND DIVESTITURES
Until March 31, 1997 the Company's main activity was its 50% share in
NetHold, a joint venture. At March 31, 1997, the Company sold its interest in
NetHold to Canal Plus in exchange for a 5% share in Canal Plus and all of
NetHold's television platform businesses in Africa, Greece, Cyprus and the
Middle East. Subsequent to the transaction the Company acquired Irdeto for an
aggregate cash consideration of $28.7 million. The Company recognized a gain of
$540 million on the sale of its interest in NetHold and as a result of the
transaction the Company recorded intangible assets of $193 million, which has
been allocated to subscriber base ($55 million) and goodwill ($138 million).
In January 1998 the Company also acquired a 44.5% interest in OpenTV Inc.
for $15.5 million and subsequently increased its interest to 80.1% for a
consideration of 37.0 million. The excess purchase price over the net
liabilities acquired of approximately $36.7 million was allocated to goodwill
and is being amortized over five years.
In April 1999 the Company invested an additional $4.8 million cash in
OpenTV Inc. As cash was injected pro rata to the shareholders' respective
shareholdings, it had no effect on the company's proportionate interest in
OpenTV Inc. OpenTV Corp. (OpenTV), an international company registered in the
British Virgin Islands, was formed as a holding company to own shares in
OpenTV, Inc. Pursuant to a reorganisation that occurred in October 1999, the
Company exchanged its shares of common stock in OpenTV, Inc. for ordinary shares
in OpenTV. In November 1999, OpenTV completed an Initial Public Offering (IPO)
of its ordinary shares on both the Nasdaq National Market (Nasdaq) and the
Amsterdam Stock Exchange (AEX). As part of the IPO, convertible preference
shares issued by OpenTV in a private placement in October 1999 were converted
into ordinary shares. OpenTV entered into a strategic agreement with General
Instrument Corp. (GIC) and agreed to issue warrants to GIC to purchase up to
700,000 ordinary shares in OpenTV. These warrants will vest if and when GIC
satisfies certain performance goals. To date, 25% of these warrants have vested.
After OpenTV's IPO and conversion of preference shares, the Company remains the
largest shareholder with 30,6 million of OpenTV's outstanding shares. The
dilution of the Company's interest gave rise to a dilution gain of
$98.6 million, which is included in the statement of operations.
During the 1998 and 1999 financial years, the Company increased its holding
in United Broadcasting Corporation Public Company Limited (UBC), a company
listed on the Stock Exchange of Thailand, to 31.1%. The excess of the
consideration of the Company's share of the fair value of the net assets
acquired, amounting to $59.5 million, was allocated to goodwill.
F-12
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SIGNIFICANT ACQUISITIONS AND DIVESTITURES (CONTINUED)
During November 1998, the Company acquired a 100% interest in TV/Com
International Inc. for $14.5 million, paid in cash. The excess of the
consideration over the fair value of the net assets amounting to $12.3 million,
was allocated to intellectual property rights. The intellectual property rights
were reduced by $5.4 million as a result of accounting for pre-acquisition
contingencies that crystallized as assets during the current fiscal year.
In July 1999, the Company acquired a 40% interest in SOE International SA
(SOE), which owns 78.4% of PAE AEK and 100% of Basic Hellas SA, for
$6.6 million. The excess of the purchase price over the net liabilities acquired
was allocated to goodwill and amounted to $18.1 million. The Company also has an
obligation under a shareholders' agreement to fund SOE up to an amount of
$18 million. On March 31, 2000 the Company advanced a loan of approximately
$10.3 million in partial satisfaction of this obligation. This acquisition has
been accounted for under the equity method.
In August 1999 the Company disposed of its 20% interest in, and loans to,
Orbicom (Proprietary) Limited (Orbicom) to MIH Holdings Limited (MIHH), which,
in turn, together with its interest of 80%, sold the total investment in Orbicom
to M-Cell Limited (M-Cell) in exchange for 23,952,096 M-Cell shares with a
market value of $39 million. Of this total consideration, $20.6 million was
allocated to the Company in the form of 4,432,273 shares in M-Cell with a market
value of $7.2 million and a $13.4 million note receivable from MIHH. The
consideration received by the Company, after allocating $6 million to settle the
loan claims, gave rise to a profit on sale of the associate of $15 million, as
the carrying value of the Orbicom investment was recorded at no value in the
accounting records of the Company.
The Company acquired a 7.0% interest in M-Web Holdings Limited (M-Web) for a
cash consideration of $16.5 million, following the delinking of their shares on
August 2, 1999. On September 30, 1999 the Company acquired an additional
interest by exchanging its 4,432,273 shares in M-Cell for 13,930,000 shares,
representing a 3.4% interest in M-Web. In February and March 2000, the Company
acquired an additional 5.4% interest in M-Web, bringing its total interest up to
15.8%. The excess of the Company's equity investment over the fair value of the
net assets acquired, amounting to $28.8 million, was allocated to goodwill, and
is amortized over its estimated useful life of five years. The Company has
entered into a joint voting pool agreement with its parent company, renewable on
an annual basis, to manage the operations of M-Web. The investment in M-Web is a
joint venture because of the joint control that the Company exercises in the
financial and operating policies of M-Web and is therefore accounted for using
the equity method.
In February 2000 the Company indirectly acquired a 100% interest in the
ordinary shares of MKSC World Dot Com Company Limited (MKSC) for a cash
consideration of $25 million. MKSC has a 75% interest in Internet Knowledge
Service Centre Company Limited (IKSC). IKSC has a 53.5% interest in KSC
Commercial Internet Company Limited (KSC), a joint venture with the
Communications Authority of Thailand. The excess of the purchase consideration
over the fair value of the net assets acquired of $23 million has been allocated
to goodwill.
4. ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
Trade accounts receivable................................... $ 71,500 $ 70,937
Less: provision for doubtful accounts....................... (11,858) (20,380)
</TABLE>
F-13
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. ACCOUNTS RECEIVABLE (CONTINUED)
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
-------- --------
$ 59,642 $ 50,557
======== ========
</TABLE>
Included in accounts receivable are $35.0 million and $27.5 million at
March 31, 2000 and March 31, 1999, respectively, pre-billed to customers that
have been recorded as deferred income (Note 12).
5. OTHER RECEIVABLES
<TABLE>
<CAPTION>
<S> <C> <C>
Prepayments and accrued income.............................. $ 13,911 $ 8,490
Other receivables........................................... 26,017 19,739
-------- --------
$ 39,928 $ 28,229
======== ========
6. INVENTORIES
Set-top boxes and associated components..................... $ 27,749 $ 31,828
Less: provision for slow-moving and obsolete inventories.... (10,527) (10,460)
-------- --------
$ 17,222 $ 21,368
======== ========
</TABLE>
7. VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
AT ARISING ON CREDITED/ AT
MARCH 31, TRANSLATION ACQUISITION (CHARGED) MARCH 31,
1999 ADJUSTMENT OF SUBSIDIARY DEDUCTIONS TO EXPENSES 2000
----------- ----------- ------------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
2000
Provision for:
Doubtful accounts -- Note 4....... $ (20,380) $ 2,206 $ -- $ -- $ 6,316 $(11,858)
Slow-moving and obsolete
inventories -- Note 6............. (10,460) 1,132 -- -- (1,199) (10,527)
Post-retirement benefits.......... (2,667) 122 -- -- 405 (2,140)
Digital set-top boxes upgrade..... -- -- -- -- (1,786) (1,786)
Write-down of carrying values of
assets in certain African
countries....................... (3,307) 174 -- -- 76 (3,057)
Losses in joint venture........... -- -- (3,551) -- (3,118) (6,669)
Redundancy........................ -- -- -- -- (234) (234)
Warranties........................ (5,460) -- -- -- 330 (5,130)
Intellectual property
infringement.................... (499) -- -- -- (122) (621)
--------- ------- -------- ------- ------- --------
$ (42,773) $ 3,634 $ (3,551) $ -- $ 668 $(42,022)
========= ======= ======== ======= ======= ========
</TABLE>
F-14
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
<TABLE>
<CAPTION>
AT ARISING ON CREDITED/ AT
MARCH 31, TRANSLATION ACQUISITION (CHARGED) MARCH 31,
1998 ADJUSTMENT OF SUBSIDIARY DEDUCTIONS TO EXPENSES 1999
----------- ----------- ------------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1999
Provision for:
Doubtful accounts -- Note 4....... $ (10,149) $ 904 $ (1,323) $ -- $(9,812) $(20,380)
Slow-moving and obsolete
inventories -- Note 6........... (10,406) (139) -- -- 85 (10,460)
Program and film rights........... (1,872) (25) -- -- 1,897 --
Set-top box technology............ (22,734) 524 -- -- 22,210 --
Post-retirement benefits.......... (3,766) 700 -- -- 399 (2,667)
Programming costs................. (9,093) (210) -- -- 9,303 --
Write-down of carrying values of
assets in certain African
countries....................... (4,341) 807 -- -- 227 (3,307)
Development costs/losses in joint
venture......................... (10,629) (108) -- 10,737 -- --
Warranties........................ (4,960) (65) -- -- (435) (5,460)
Intellectual property
infringement.................... (1,496) (20) -- -- 1,017 (499)
--------- ------- -------- ------- ------- --------
$ (79,446) $ 2,368 $ (1,323) $10,737 $24,891 $(42,773)
========= ======= ======== ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
AT ARISING ON CREDITED/ AT
MARCH 31, TRANSLATION ACQUISITION (CHARGED) MARCH 31,
1997 ADJUSTMENT OF SUBSIDIARY DEDUCTIONS TO EXPENSES 1998
----------- ----------- ------------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1998
Provision for:
Doubtful accounts................. $ (7,067) $ 708 $ (6,251) $ -- $ 2,461 $(10,149)
Slow-moving and obsolete
inventories..................... (6,466) 648 (4,135) -- (453) (10,406)
Program and film rights........... (476) 48 -- -- (1,444) (1,872)
Set-top box technology............ (29,358) 2,942 -- 3,682 -- (22,734)
Post-retirement benefits.......... (4,678) 469 -- -- 443 (3,766)
Subscriber guarantees............. (42,203) 4,229 -- 37,974 -- --
Programming costs................. (9,125) 914 -- -- (882) (9,093)
Write-down of carrying values of
assets in certain African
countries....................... (7,963) 798 -- -- 2,824 (4,341)
Development costs/losses in joint
venture......................... -- -- (3,398) -- (7,231) (10,629)
Warranties........................ (3,857) 349 -- -- (1,452) (4,960)
Intellectual property
infringement.................... -- -- -- -- (1,496) (1,496)
--------- ------- -------- ------- ------- --------
$(111,193) $11,105 $(13,784) $41,656 $(7,230) $(79,446)
========= ======= ======== ======= ======= ========
</TABLE>
F-15
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
MultiChoice Africa (Proprietary) Limited (MCA) provides post-retirement
benefits by way of medical aid contributions. During the year ended March 31,
1998 an agreement was reached with employees of MCA to terminate the
post-retirement medical aid benefits plan in exchange for an increase in MCA's
annual contributions to the retirement benefit fund. The provision is gradually
released to operating results to match the additional contributions to the
retirement benefit plans.
The digital set-top box upgrade provision has been raised in connection with
set-top boxes for interactive television services.
The provision for the write-down of the carrying value of assets in certain
African countries relates to management's estimates regarding the recoverability
of such assets, given the current economic and political environment in certain
African countries.
The losses in joint venture relates to the purchase of a 40% interest in
SOE. Since the Company has an obligation to fund the losses of SOE, a provision
was created to reflect the Company's funding obligations.
The redundancy provision relates to benefits payable to employees following
the curtailment of development activities in the Mindport Media Commerce
Technologies division, for which a detailed plan was approved and announced in
September 1999.
The warranty provision has been raised to cover smart cards and conditional
access modules supplied to customers.
The intellectual property infringement provision relates to the expected
settlement amount in respect of a patent used in the conditional access system.
Following the termination of an agreement with a joint venture partner, the
provision for development costs/losses in joint ventures has been deducted from
the long-term loan and the net amount disclosed as a short-term receivable.
F-16
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. TANGIBLE FIXED ASSETS (IN THOUSANDS)
<TABLE>
<CAPTION>
LAND, BUILDINGS MACHINERY,
AND LEASEHOLD FURNITURE TRANSPONDERS
IMPROVEMENTS AND EQUIPMENT AND TRANSMITTERS SET-TOP BOXES
--------------------- --------------------- --------------------- ---------------------
PURCHASED LEASED PURCHASED LEASED PURCHASED LEASED PURCHASED LEASED
---------- -------- ---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COST
At April 1, 1999.............. $ 4,749 $8,410 $ 58,231 $ 2,800 $14,805 $182,602 $ 3,633 $ 19,438
Translation adjustment........ (592) (455) (2,928) (151) (2,124) (13,550) (201) (3,108)
Reclassifications............. 30 -- 160 (153) (2) -- (35) --
Additions..................... 2,829 1 21,723 -- 890 -- 52 6,149
Disposals..................... (1,772) -- (2,870) -- (534) -- (5) --
------- ------ -------- ------- ------- -------- ------- --------
At March 31, 2000............. 5,244 7,956 74,316 2,496 13,035 169,052 3,444 22,479
------- ------ -------- ------- ------- -------- ------- --------
ACCUMULATED DEPRECIATION
At April 1, 1999.............. (2,239) (335) (22,550) (1,945) (4,832) (10,307) (2,505) (12,851)
Translation adjustment........ 309 27 1,620 120 824 2,156 272 2,110
Charge for the year........... (800) (195) (11,584) (671) (1,796) (15,434) (685) (5,718)
Disposals..................... 1,653 -- 867 -- 241 -- 79 --
------- ------ -------- ------- ------- -------- ------- --------
At March 31, 2000............. (1,077) (503) (31,647) (2,496) (5,563) (23,585) (2,839) (16,459)
------- ------ -------- ------- ------- -------- ------- --------
NET BOOK VALUE
At March 31, 2000............. $ 4,167 $7,453 $ 42,669 $ -- $ 7,472 $145,467 $ 605 $ 6,020
======= ====== ======== ======= ======= ======== ======= ========
At March 31, 1999............. $ 2,510 $8,075 $ 35,681 $ 855 $ 9,973 $172,295 $ 1,128 $ 6,587
======= ====== ======== ======= ======= ======== ======= ========
<CAPTION>
TOTAL
--------
<S> <C>
COST
At April 1, 1999.............. $294,668
Translation adjustment........ (23,109)
Reclassifications............. --
Additions..................... 31,644
Disposals..................... (5,181)
--------
At March 31, 2000............. 298,022
--------
ACCUMULATED DEPRECIATION
At April 1, 1999.............. (57,564)
Translation adjustment........ 7,438
Charge for the year........... (36,883)
Disposals..................... 2,840
--------
At March 31, 2000............. (84,169)
--------
NET BOOK VALUE
At March 31, 2000............. $213,853
========
At March 31, 1999............. $237,104
========
</TABLE>
The Company leases certain land and buildings, machinery, furniture and
equipment, and transponders and transmitters. Commitments for minimum rentals
under non-cancelable leases at March 31, 2000 are as follows:
<TABLE>
<CAPTION>
FINANCE OPERATING
LEASES LEASES
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
FOR THE YEARS ENDED MARCH 31:
2001........................................................ $ 32,078 $18,218
2002........................................................ 29,443 15,458
2003........................................................ 26,552 14,093
2004........................................................ 25,515 11,244
2005 and after.............................................. 120,883 29,842
-------- -------
Total minimum lease repayments.............................. 234,471 $88,855
=======
Less: amount representing interest.......................... (52,920)
--------
$181,551
========
</TABLE>
Operating rental expenses for the year ended March 31, 2000 amounted to
approximately $16 million (1999: $37 million). Finance leases bear interest
ranging from 7%-21% as of March 31, 2000. The weighted average interest rate was
12.5%.
F-17
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
INTELLECTUAL
PROPERTY SUBSCRIBER
RIGHTS BASE GOODWILL TOTAL
------------ ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C>
9. INTANGIBLE ASSETS
2000
COST
At April 1, 1999............................... $12,372 $ 39,304 $ 231,324 $ 283,000
Translation difference......................... -- (2,118) (13,677) (15,795)
Additions...................................... 6,626 -- 72,736 79,362
Disposals...................................... -- -- (11,489) (11,489)
------- -------- --------- ---------
At March 31, 2000.............................. 18,998 37,186 278,894 335,078
------- -------- --------- ---------
ACCUMULATED AMORTIZATION
At April 1, 1999............................... (825) (15,695) (59,279) $ (75,799)
Translation difference......................... -- 1,271 4,373 5,644
Amortization for the year...................... (3,621) (7,834) (48,857) (60,312)
Disposals...................................... -- -- 2,273 2,273
------- -------- --------- ---------
At March 31, 2000.............................. (4,446) (22,258) (101,490) (128,194)
------- -------- --------- ---------
NET BOOK VALUE................................... $14,552 $ 14,928 $ 177,404 $ 206,884
======= ======== ========= =========
1999
COST
At April 1, 1998............................... $ -- $ 48,250 $ 151,531 $ 199,781
Translation difference......................... -- (8,946) (5,193) (14,139)
Additions...................................... 12,372 -- 84,986 97,358
------- -------- --------- ---------
At March 31, 1999.............................. 12,372 39,304 231,324 283,000
------- -------- --------- ---------
ACCUMULATED AMORTIZATION
At April 1, 1998............................... -- (9,650) (26,520) (36,170)
Translation difference......................... -- 2,248 1,925 4,173
Amortization for the year...................... (825) (8,293) (34,684) (43,802)
------- -------- --------- ---------
At March 31, 1999.............................. (825) (15,695) (59,279) (75,799)
------- -------- --------- ---------
NET BOOK VALUE................................... $11,547 $ 23,609 $ 172,045 $ 207,201
======= ======== ========= =========
</TABLE>
F-18
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. LONG-TERM INVESTMENTS
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
LONG-TERM INVESTMENTS
Marketable securities (a)................................... $ 27,225 $ 1,190
Associates (b).............................................. 14,954 14,000
Joint ventures (c).......................................... 54,921 54,924
-------- --------
$ 97,100 $ 70,114
======== ========
(a) Marketable securities at cost
UNLISTED SHARES
Cable News Egypt S.A.E. (CNE)......................... $ 1,190 $ 1,190
Other................................................. 1,780 --
CORPORATE, UNITED STATES GOVERNMENT AND MUNICIPAL
BONDS..................................................... 24,255 --
-------- --------
$ 27,225 $ 1,190
======== ========
(b) Associates
M-Net / SuperSport at cost............................ $ 7,940 $ 8,394
Share of post-acquisition retained profits............ 7,014 5,606
-------- --------
$ 14,954 $ 14,000
======== ========
(c) Joint ventures
Multichoice Supplies (Proprietary) Limited............ $ 5,052 $ 2,447
Multichoice Middle East Inc........................... 6,807 7,055
UBC................................................... 70,007 73,550
Wisdom Online (BVI) Limited........................... 3,040 --
M-Web................................................. 11,382 --
KSC................................................... 689 --
SOE................................................... -- --
Share of post-acquisition retained losses............. (42,056) (28,128)
-------- --------
$ 54,921 $ 54,924
======== ========
MARKET VALUE OF LISTED SHARES
UBC................................................... $184,540 $ 91,774
M-Net/SuperSport...................................... 63,054 30,375
M-Web................................................. 56,919 --
-------- --------
$304,513 $122,149
======== ========
</TABLE>
F-19
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. LONG-TERM INVESTMENTS (CONTINUED)
The following information relates to the Company's significant investments:
<TABLE>
<CAPTION>
MARCH 31,
-------------------
2000 1999
TYPE OF INVESMENT % % NATURE OF BUSINESS COUNTRY
----------------- -------- -------- ------------------------------- -------------------------------
<S> <C> <C> <C> <C>
MARKETABLE SECURITIES AT COST
CNE............................ 10.0 10.0 Television Egypt
ASSOCIATES
M-Net/SuperSport............... 19.8(1) 19.8 Premium television channel South Africa
provider
Orbicom........................ -- 20.0 Signal distribution South Africa
JOINT VENTURES
M-Web.......................... 15.9(2) -- Internet service and content South Africa
provider
Digco.......................... -- 50.0 Set-top box technology The Netherlands
UBC............................ 31.1 31.1 Management of television Thailand
platforms
MultiChoice Supplies 50.0 50.0 Set-top box rentals South Africa
(Proprietary) Limited........
MultiChoice Middle East Inc.... 45.0 45.0 Management of television Middle East
platforms
Wisdom Online (BVI) Limited.... 40.8 -- Internet education services British Virgin Islands
SOE............................ 40.0 -- Soccer club management Greece
KSC............................ 53.5 -- Internet service and content Thailand
provider
SUBSIDIARIES
Myriad Holdings Africa BV...... 100.0 100.0 Investment holding The Netherlands
MCA............................ 100.0 100.0 Management of television South Africa
platforms
MultiChoice Africa Limited..... 100.0 100.0 Investment holding British Virgin Islands
NetMed BV...................... 100.0 100.0 Investment holding The Netherlands
NetMed Hellas SA............... 52.0 52.0 Management of television Greece
platforms
MultiChoice Hellas SA.......... 52.0 52.0 Management of television Greece
platforms
Mindport Holdings Limted....... 98.4 100.0 Technology development The Netherlands
TV/Com Inc..................... 100.0 100.0 Technology development USA
Open TV Corp................... 57.5 80.1 Technology development USA
IKSC........................... 75.0 -- Investment holding Thailand
</TABLE>
------------------------------
(1) The Company accounts for its investment in M-Net/SuperSport using the equity
method of accounting because of the significant influence the Company
exercises over them as a result of common ownership, representation on their
board of directors and the fact that substantially all of their revenue is
derived from the Company.
(2) The investment in M-Web is accounted for using the equity method of
accounting due to a management agreement between the ultimate holding
company and the Company's management as well as representation on the board
of directors of M-Web, which provides the company joint control of M-Web's
operations.
F-20
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. LONG-TERM INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
SIGNIFICANT JOINT VENTURE INFORMATION
Net loss................................................... $(29,555) $(34,401) $(5,091)
Current assets............................................. 40,460 38,091 11,110
Long-term assets........................................... 76,727 49,176 5,320
Current liabilities........................................ (45,072) (32,619) (26,173)
Long-term liabilities...................................... (41,649) (36,773) (25,388)
</TABLE>
11. PROGRAM AND FILM RIGHTS
The following table sets forth the components of program and film rights, on
a gross and net basis:
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
COST
Program and sports rights................................. $182,096 $112,319
Film rights............................................... 7,866 8,832
-------- --------
189,962 121,151
-------- --------
ACCUMULATED AMORTIZATION
Program and sports rights................................. (30,083) (27,366)
Film rights............................................... (2,286) (2,451)
-------- --------
(32,369) (29,817)
-------- --------
NET BOOK VALUE
Program and sports rights................................. 152,013 84,953
Film rights............................................... 5,580 6,381
-------- --------
$157,593 $ 91,334
======== ========
CLASSIFIED ON THE BALANCE SHEETS AS FOLLOWS:
Current assets............................................ $ 30,177 $ 38,935
Non-current assets........................................ 127,416 52,399
-------- --------
$157,593 $ 91,334
======== ========
</TABLE>
F-21
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
Deferred income............................................. 34,995 27,508
Accrued expenses............................................ 51,342 50,226
Taxes and social securities................................. 9,002 10,341
Amounts owing in respect of investments acquired............ 2,878 46,287
Other current liabilities................................... 31,444 27,110
-------- --------
$129,661 $161,472
======== ========
</TABLE>
13. PROVISIONS
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
Digital set-top boxes upgrade............................... 1,786 --
Post retirement benefits.................................... 2,140 2,667
Write-down of carrying values of assets in certain African
countries................................................. 3,057 3,307
Losses in joint venture..................................... 6,669 --
Intellectual property infringement.......................... 621 499
Warranties.................................................. 5,130 5,460
Redundancy.................................................. 234 --
------- -------
$19,637 $11,933
======= =======
</TABLE>
F-22
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. LONG-TERM DEBT, AND PROGRAM AND FILM RIGHTS
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
LONG-TERM DEBT COMPRISES:
Finance leases--Note 8.................................... $181,551 $197,610
Long-term debt--other..................................... 20,575 22,672
-------- --------
202,126 220,282
Less: short-term portion included in current
liabilities............................................. (16,010) (15,512)
-------- --------
$186,116 $204,770
======== ========
Other long-term debt consists of a liability for bank borrowings relating to the
transfer of shares in M-Net/SuperSport into the Phuthuma Phuti share scheme. Accretive
interest until the redemption date (April 14, 2001) is added to the liability at an
interest rate of 12.55% per annum. The Company may be required to assume the bank
borrowings at maturity on April 14, 2001 and re-acquire ownership of the
M-Net/SuperSport shares.
PROGRAM AND FILM RIGHTS:
Program and film rights................................... 150,405 81,634
Less: short-term portion included in current liabilities.... (31,761) (37,857)
-------- --------
$118,644 $ 43,777
======== ========
Program and film rights payable are non-interest-bearing and amounts due in future
financial years are $31.8 million in 2001, $23.0 million in 2002 and $95.6 million
thereafter.
THE CURRENCY MIX OF LONG-TERM DEBT AND PROGRAM AND FILM
RIGHTS AT MARCH 31, 2000 AND 1999 IS:
</TABLE>
<TABLE>
<CAPTION>
% %
--------- ---------
<S> <C> <C>
European currency unit...................................... 12.0 17.5
Greek drachmae.............................................. 41.1 18.5
Netherlands guilders........................................ 0.7 0.8
South African rand.......................................... 8.2 12.8
US dollars.................................................. 38.0 50.4
-------- --------
100.0 100.0
======== ========
</TABLE>
F-23
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. DEFERRED TAXATION
The deferred taxation relates to the temporary differences between the book
values and the taxation bases of assets and liabilities. Significant components
of the Company's deferred taxation liabilities and assets are summarized below:
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
DEFERRED TAXATION LIABILITIES
Purchased intangible fixed assets........................... $ -- $ 3
Prepayments................................................. 145 --
Subscriber base............................................. 4,980 7,082
Intellectual property rights................................ 4,855 3,464
-------- --------
Gross deferred taxation liabilities......................... 9,980 10,549
-------- --------
DEFERRED TAXATION ASSETS
Purchased tangible fixed assets............................. 450 302
Accounts receivable and other assets........................ 3,955 4,992
Accrued expenses and other current liabilities.............. 3,660 7,050
Program and film rights..................................... -- 72
Leased tangible fixed assets................................ 7,543 2,939
Deferred income............................................. 11,674 4,594
Tax loss carry forwards..................................... 80,426 33,033
-------- --------
Gross deferred taxation assets.............................. 107,708 52,982
-------- --------
Net deferred taxation assets................................ 97,728 42,433
Less: valuation allowance................................... (97,937) (42,553)
-------- --------
Net deferred taxation liabilities........................... $ (209) $ (120)
======== ========
</TABLE>
The Company has raised a valuation allowance against the net deferred
taxation asset as in management's estimate it is more likely than not that the
deferred taxation asset will not be realized due to the timing limits on the
available tax loss carry-forwards that arose on these losses.
16. MINORITY INTEREST
Minority interest comprises mainly of the minority's interest in the
underlying equity of OpenTV (refer note 3). Previously, the losses applicable to
the minority shareholders exceeded their interest in the subsidiary's equity and
were not recognized, as the minority had no binding obligation to make good
these losses.
17. SHARE CAPITAL
On March 23, 1999 the Company's shareholders authorized an amendment to the
Company's Articles of Association, whereby the Company's 22,789 ordinary shares
with a par value of $1 each converted into 7,447,681 Class A Ordinary Shares
with no par value and 30,787,319 Class B Ordinary Shares with no par value. The
two classes of shares generally have the same rights, except that holders of
Class B Ordinary Shares are entitled to three votes per share and holders of
Class A Ordinary Shares are entitled to one vote
F-24
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. SHARE CAPITAL (CONTINUED)
per share. The conversion was accounted for as a stock split; therefore, all
shareholders' equity and share data in these financial statements have been
retroactively restated to reflect the conversion. Shareholders authorized a
total of 167,778,303 Ordinary Shares divided into 103,468,878 Class A Ordinary
Shares, 55,920,509 Class B Ordinary Shares and 8,388,916 Preference Shares with
no par value.
During April 1999, the Company issued 10,435,000 Class A Ordinary Shares in
an initial public offering for net proceeds of $171.1 million. Simultaneously
with the completion of the public offering, the $46.2 million note payable to
Thomson converted into 2,581,775 Class A Ordinary Shares.
The company also issued 1,944,475 Class A Ordinary Shares to a trust in
connection with of a share incentive scheme in return for a $32.5 million note
receivable, which has been offset against the share capital in the Consolidated
Statements of Changes in Shareholder's Equity.
The company also issued 2,000,000 Class A Ordinary shares to a trust in
connection with a share incentive scheme in return for a $32.5 million note
receivable which has been offset against the share capital in the Consolidated
Statements of Changes in Shareholders Equity.
During April 2000 the Company issued 4,500,000 Class A Ordinary Shares
through a follow-on public offering on Nasdaq and AEX, raising $180.4 million
before expenses.
The Company operates an employee share trust for senior employees. The
shares carry full dividend and voting rights. Movements in the shares held by
the trust were as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
Balance at beginning of year................................ -- --
Shares alloted and issued to the trust...................... 2,000,000 --
Allocated to employees...................................... (1,826,249) --
Less: shares purchased by participants...................... (55,185)
----------- -----------
Balance at end of year...................................... 118,566 --
=========== ===========
----------- -----------
Fair value of shares held at March 31, 2000................. $ 7,149,043 $ --
=========== ===========
----------- -----------
Loans outstanding at March 31, 2000......................... $31,787,201 $ --
=========== ===========
----------- -----------
Fair value on issuance of shares to the trust during the
year...................................................... $32,543,343 $ --
=========== ===========
----------- -----------
Fair value of shares allocated to employees during the
year...................................................... $31,787,201 $ --
=========== ===========
</TABLE>
F-25
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. NET REVENUES
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Subscription revenue....................................... $508,940 $442,734 $404,479
Hardware and software sales................................ 81,047 71,998 63,082
Technology revenue......................................... 102,360 63,911 12,781
Other revenue.............................................. 31,062 29,212 20,196
-------- -------- --------
$723,409 $607,855 $500,538
======== ======== ========
</TABLE>
19. STAFF COSTS
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Wages and salaries......................................... $114,904 $ 66,100 $ 39,523
Termination benefits....................................... 11,388 10,778 6,444
-------- -------- --------
$126,292 $ 76,878 $ 45,967
======== ======== ========
Average weekly number of persons employed by the group
during the year:
Full time................................................ 2,269 1,799 1,507
======== ======== ========
</TABLE>
20. FINANCIAL RESULTS, NET
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Dividend income............................................ $ 1,939 $ 2,573 $ 3,177
Gain on disposal of investments............................ -- -- 2,647
Interest income............................................ 13,726 10,328 7,898
Exchange losses............................................ (4,724) (556) (6,049)
Interest expense........................................... (26,797) (21,423) (13,161)
-------- -------- --------
$(15,856) $ (9,078) $ (5,488)
======== ======== ========
</TABLE>
F-26
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. INCOME TAXATION
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Taxation
Current.................................................. $ (545) $ (3,464) $ (5,964)
Deferred................................................. (89) 3,155 (1,606)
-------- -------- --------
Charged against income..................................... $ (634) $ (309) $ (7,570)
======== ======== ========
The differences between income taxation expense computed at
statutory rates of the respective companies of 33.4%
average (1999: 35.0% average) and income taxation expense
provided on results are as follows:
Income taxation benefit at statutory rates................. $ 4,495 $ 20,662 $ 19,631
Unprovided timing differences.............................. (27,188) (11,798) (22,080)
Permanent differences
Exempt income............................................ 17,815 16,248 --
Profit on sale of investments............................ 5,382 -- 1,692
Profit on dilution of interest in associates............. 32,076 -- 315
Equity results in associates and joint ventures.......... (14,061) (15,145) --
Expiry of taxation losses carried forward................ (1,566) (8,778) --
Non-deductible charges................................... (13,923) -- (13,961)
(Expenditure)/income of a capital nature................. (1,163) (658) 156
Other taxes.............................................. (84) (1,430) (3,064)
Change in taxation rates................................. (2,417) 590 9,741
-------- -------- --------
Income taxation expense.................................... $ (634) $ (309) $ (7,570)
======== ======== ========
</TABLE>
The Company has taxation loss carry-forwards of approximately
$241.1 million. A summary of the taxation loss carry-forwards at March 31, 2000
(in thousands) by taxation jurisdiction, and the expiry dates is set out below:
<TABLE>
<CAPTION>
AFRICA GREECE NETHERLANDS USA ASIA TOTAL
-------- -------- ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
2000...................................... $ -- $20,706 $ -- $ -- $ -- $ 20,706
2001...................................... -- 5,931 -- -- -- 5,931
2002...................................... -- 12,367 -- -- -- 12,367
2003...................................... -- 13,969 -- -- 801 14,770
2004...................................... -- 34,167 -- 2,782 3,449 40,398
After 5 years............................. 77,491 -- 16,711 39,209 13,503 146,914
------- ------- ------- ------- ------- --------
$77,491 $87,140 $16,711 $41,991 $17,753 $241,086
======= ======= ======= ======= ======= ========
</TABLE>
The ultimate outcome of additional taxation assessments may vary from the
amounts accrued. However, management of the Company believe that any additional
taxation liability over and above the
F-27
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. INCOME TAXATION (CONTINUED)
amount accrued would not have a material adverse impact on the Company's results
of operations or financial position.
Unprovided timing differences are timing differences that are expected to
reverse within the carry-forward period of taxation losses (note 2(k)) and are,
therefore, effectively a valuation allowance.
22. DISCONTINUING OPERATIONS
2000
With effect from September 6, 1999 the Company discontinued the operations
of International Gaming Networks (IGN), the gaming entity of MCA, the business
of which was spread and sports betting. A Condensed Statement of Operations for
IGN is set out below:
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Net revenues............................................... $ 2,072 $ 2,244 $ 954
Cost of providing services................................. (1,914) (1,624) (187)
Selling, general and administrative expenses............... (3,971) (6,657) (2,012)
------- ------- -------
Net loss................................................... $(3,813) $(6,037) $(1,245)
======= ======= =======
</TABLE>
The loss arising on discontinuing operations of $4.1 million relates mainly
to staff retrenchment costs, lease cancellation costs and asset impairments. The
1999 and 1998 Consolidated Statements of Operations and Cash Flows were restated
to reflect IGN as a discontinuing operation.
1999
With effect from November 24, 1998 the group discontinued the operations of
TV/Com. The costs of $3.8 million incurred relate to the termination of the
operations.
1998
With effect from October 1, 1997 the Company sold its Internet-related
businesses to M-Web, a related party, for $20.5 million, which was settled in
cash and resulted in a surplus of $4.4 million. The Company accounted for the
operating losses of the Internet-related business of $3.9 million as
discontinuing operations for the period from May 1, 1997 to September 30, 1997.
The $4.4 million surplus on this transaction was accounted for as a capital
contribution.
F-28
<PAGE>
MIH LMIITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. NON-CASH AND OTHER
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Depreciation and amortization.............................. $ 74,010 $ 51,390 $ 58,010
Amoritzation of program and film rights.................... 38,752 32,237 32,599
Interest expense........................................... 26,797 21,423 13,161
Interest income............................................ (13,725) (10,328) (7,898)
Dividends received......................................... (1,939) (2,573) (3,177)
Equity results in joint ventures........................... 39,458 41,219 5,091
Equity results in associates............................... 2,163 2,053 2,783
Profit on sale of associate................................ (15,199) -- --
Profit on sale/dilution of subsidiaries and joint venture,
net...................................................... (98,972) (31,093) --
(Profit)/loss on disposal of tangible fixed assets......... (300) (371) 1,653
Other...................................................... -- 556 3,402
-------- -------- --------
$ 51,045 $104,513 $105,624
======== ======== ========
</TABLE>
24. WORKING CAPITAL
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Increase in trade and other receivables.................... $(29,842) $ (3,454) $ (9,553)
Net cash flow from / (to) related parties.................. 2,133 12,191 (18,790)
Decrease / (increase) in inventories....................... 1,037 (1,997) (6,783)
Payments for program and film rights....................... (38,284) (84,034) (26,048)
Increase in trade payables, accrued expenses and other
liabilties............................................... 61,433 28,263 17,941
-------- -------- --------
$ (3,523) $(49,031) $(43,233)
======== ======== ========
</TABLE>
25. ACQUISITION OF SUBSIDIARIES, NET OF CASH ACQUIRED
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
Book value of tangible assets:
Fixed assets.............................................. $ (1,209) $ (7,094)
Investments and loans..................................... (689) --
Current assets............................................ (3,678) (13,912)
Current liabilities....................................... 2,949 16,752
Minority interest......................................... 657 175
-------- --------
(1,970) (4,079)
Carrying value of equity investment......................... -- 107
Goodwill.................................................... (23,030) (47,810)
-------- --------
Consideration............................................... (25,000) (51,782)
Amounts owing in respect of investments acquired............ -- 37,282
Cash acquired............................................... 2,752 1,255
-------- --------
Net cash paid for acquisitions.............................. $(22,248) $(13,245)
======== ========
</TABLE>
F-29
<PAGE>
MIH LMIITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
26. RELATED PARTY TRANSACTIONS
The Company entered into transactions and has balances with a number of
related parties, including equity investees, directors, key management,
shareholders and entities under common control. The transactions with related
parties are summarized in the following table:
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
INCOME
Transmission costs (a)................................... $ -- $ 1,656 $ 1,308
Management fee (b)....................................... 1,573 340 --
Dividend (c)............................................. 1,544 2,573 1,448
Licensing and consulting fees (d)........................ 843 2,270 956
Profit on sale of associate (e).......................... 15,199 -- --
-------- -------- --------
$ 19,159 $ 6,839 $ 3,712
======== ======== ========
COSTS
Channel and programming costs (f)........................ $161,077 $136,000 $133,047
Transmission costs (g)................................... -- 28,784 23,854
Licensing fees (h)....................................... -- -- 2,671
Directors' and key management's emoluments (i)........... 4,308 1,716 --
-------- -------- --------
$165,385 $166,500 $159,572
======== ======== ========
</TABLE>
------------------------
(a) Certain costs related to the lease and maintenance of signal distribution
are charged on by the Company to one of its associates. No results are shown
in the current year as the company disposed of its interest during the
current year.
(b) Management fee charged by the company to UBC.
(c) Dividends received from M-Net/SuperSport.
(d) Licensing and consulting fees charged to associates.
(e) Refer to note 3.
(f) The Company purchases the right to transmit certain channels and programs
from associates
(g) The Company is charged by an associate for services relating to the lease
and maintenance of signal distribution equipment. No results are shown in
the current year as the company disposed of its interest during the current
year.
(h) Licensing fees are charged by an associate for the use of certain subscriber
technology and software.
(i) Total remuneration of the directors.
F-30
<PAGE>
MIH LMIITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
26. RELATED PARTY TRANSACTIONS (CONTINUED)
The balances of advances, deposits, receivables and payables between the
Company and related parties are:
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
RECEIVABLES
MIHH...................................................... $ -- $ 6,993
Orbicom................................................... -- 5,442
M-Web..................................................... 85 1,786
------- -------
$ 85 $14,221
======= =======
PAYABLES
MIHH...................................................... $ 5,667 $ --
M-Net..................................................... 14,486 16,298
SuperSport................................................ 295 --
------- -------
$20,448 $16,298
======= =======
</TABLE>
27. SEGMENT AND GEOGRAPHIC INFORMATION
The Company's segmental reporting format is based on the Company's method of
internal reporting that disaggregates its businesses by service or product. The
Company's reportable business segments are Television platforms, Technology and
Internet. The Company's business is conducted in the following main business
segments:
TELEVISION PLATFORMS, through our subsidiaries and joint ventures based in
Africa and the Middle East, the Mediterranean and Thailand, which mainly
generate revenue from local customers.
TECHNOLOGY:
- OPENTV, through our subsidiary based in the United States, which generates
revenue from customers throughout the world.
- MINDPORT, through our subsidiaries based in The Netherlands and the United
States, which generates revenue from customers based around the world.
INTERNET, through our subsidiaries and joint ventures based in Thailand,
China and Africa, which generates revenue from local customers.
As a result of the growth of certain of our businesses the reportable
segments have changed compared with previously issued financial statements. The
comparative segment disclosures for the years ended March 31, 1999 and 1998 have
been restated to reflect our revised reportable segments. The accounting
policies applied by the reportable segments are consistent with the accounting
policies applied in the consolidated financial statements.
F-31
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
The joint venture interests in UBC (in the Television platform segment) and
M-Web (in the Internet segment) are accounted for using the equity method of
accounting. The Company's share of the results of these joint ventures is,
therefore, included under the line item "equity results in joint ventures" in
the Television platform and Internet segments, respectively. Since the Company's
Chief Executive Officer reviews the full financial results, including revenue
and expenses, of these joint ventures on a regular basis, for decision making
regarding the allocation of resources, full disclosure is provided regarding the
revenues and expenses of these joint ventures to comply with the management
approach of SFAS 131 "Disclosures of Segments of an Enterprise and Related
Information" under United States Generally Accepted Accounting Practice (US
GAAP).
The following tables present the Company's reportable segments in accordance
with the US GAAP disclosure principles of SFAS 131 and using the accounting
principles of IAS.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 2000
---------------------------------------------------------------------------------
TECHNOLOGY
TELEVISION ------------------------- SEGMENT
PLATFORMS MINDPORT OPENTV INTERNET TOTAL CORPORATE
----------- ----------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUE
External..................... $ 745,719 $ 60,493 $ 31,036 $ 23,120 $ 860,368 $ --
Inter-segmental.............. 562 11,252 -- 1,654 13,468 --
--------- -------- -------- -------- ---------- --------
Total revenue................ $ 746,281 $ 71,745 $ 31,036 $ 24,774 $ 873,836 $ --
========= ======== ======== ======== ========== ========
RESULTS
EARNINGS/(LOSS) BEFORE
INTEREST, TAXATION,
DEPRECIATION AND
AMORTIZATION............... $ 46,330 $ (9,642) $(15,001) $(36,046) $ (14,359) $(11,022)
Depreciation and
amortization............... (119,059) (5,100) (10,332) (9,100) (143,591) (356)
--------- -------- -------- -------- ---------- --------
LOSS BEFORE INTEREST AND
TAXATION................... (72,729) (14,742) (25,333) (45,146) (157,950) (11,378)
Equity accounted results..... (8,558) -- -- (205) (8,763) (402)
Financial results, net....... (80,869) 1,053 3,727 1,102 (74,987) 50,432
Profit on sale of
associate.................. 15,199 -- -- 1,488 16,687 --
Profit on sale/dilution of
subsidiaries and joint
venture, net............... -- 2,812 96,160 -- 98,972 --
--------- -------- -------- -------- ---------- --------
LOSS/(EARNINGS) BEFORE
INTEREST AND TAXATION...... (146,957) (10,877) 74,554 (42,761) (126,041) 38,652
Income taxation.............. (1,713) 1,470 -- -- (243) (439)
Minority interests........... 50,117 3,199 2,153 23,367 78,836 89
Loss from discontinuing
operations................. (7,878) -- -- -- (7,878) --
--------- -------- -------- -------- ---------- --------
NET (LOSS)/PROFIT............ $(106,431) $ (6,208) $ 76,707 $(19,394) $ (55,326) $ 38,302
========= ======== ======== ======== ========== ========
OTHER INFORMATION
Segment assets............... $ 682,217 $ 41,512 $193,840 $122,493 $1,040,062 $877,809
Investment in equity method
investees.................. 21,790 671 -- 2,704 25,165 --
Capital expenditure.......... 18,825 3,325 4,533 8,192 34,875 666
<CAPTION>
YEAR ENDED MARCH 31, 2000
--------------------------
RECONCILING CONSOLIDATED
ITEMS TOTAL
----------- ------------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
REVENUE
External..................... $(136,959) $ 723,409
Inter-segmental.............. (13,468) --
--------- ----------
Total revenue................ $(150,427) $ 723,409
========= ==========
RESULTS
EARNINGS/(LOSS) BEFORE
INTEREST, TAXATION,
DEPRECIATION AND
AMORTIZATION............... $ 29,223 $ 3,842
Depreciation and
amortization............... 69,937 (74,010)
--------- ----------
LOSS BEFORE INTEREST AND
TAXATION................... 99,160 (70,168)
Equity accounted results..... (32,456) (41,621)
Financial results, net....... 8,699 (15,856)
Profit on sale of
associate.................. (1,488) 15,199
Profit on sale/dilution of
subsidiaries and joint
venture, net............... -- 98,972
--------- ----------
LOSS/(EARNINGS) BEFORE
INTEREST AND TAXATION...... 73,915 (13,474)
Income taxation.............. 48 (634)
Minority interests........... (73,963) 4,962
Loss from discontinuing
operations................. -- (7,878)
--------- ----------
NET (LOSS)/PROFIT............ $ -- $ (17,024)
========= ==========
OTHER INFORMATION
Segment assets............... $(840,971) $1,076,900
Investment in equity method
investees.................. 44,710 69,875
Capital expenditure.......... (10,047) 25,494
</TABLE>
F-32
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1999
---------------------------------------------------------------------------------
TECHNOLOGY
TELEVISION ------------------------- SEGMENT
PLATFORMS MINDPORT OPENTV INTERNET TOTAL CORPORATE
----------- ----------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUE
External..................... $ 612,245 $ 63,911 $ 15,185 $ -- $ 691,341 $ --
Inter-segmental.............. 551 9,355 -- -- 9,906 --
--------- -------- -------- ---- --------- --------
Total revenue................ $ 612,796 $ 73,266 $ 15,185 $ -- $ 701,247 $ --
========= ======== ======== ==== ========= ========
RESULTS
(LOSS)/EARNINGS BEFORE
INTEREST, TAXATION,
DEPRECIATION AND
AMORTIZATION............... $ (15,057) $ (1,257) $ (9,676) $ -- $ (25,990) $(11,692)
Depreciation and
amortization............... (78,800) (3,690) (2,780) -- (85,270) (225)
--------- -------- -------- ---- --------- --------
LOSS BEFORE INTEREST AND
TAXATION................... (93,857) (4,947) (12,456) -- (111,260) (11,917)
Equity accounted results..... (3,938) -- -- -- (3,938) --
Financial results, net....... (55,003) (400) 47 -- (55,356) 34,493
Profit on sale of joint
venture.................... -- -- -- -- -- 31,093
--------- -------- -------- ---- --------- --------
(LOSS)/EARNINGS BEFORE
INTEREST AND TAX........... (152,798) (5,347) (12,409) -- (170,554) 53,669
Income taxation.............. (2,237) 2,155 -- -- (82) (250)
Minority interests........... 52,475 -- 5,769 -- 58,244 --
Loss from discontinuing
operations................. (9,866) -- -- -- (9,866) --
--------- -------- -------- ---- --------- --------
NET (LOSS)/PROFIT............ $(112,426) $ (3,192) $ (6,640) $ -- $(122,258) $ 53,419
========= ======== ======== ==== ========= ========
OTHER INFORMATION
Segment assets............... $ 765,222 $129,288 $ 8,088 $ -- $ 902,598 $712,663
Investment in equity method
investees.................. 18,218 -- -- -- 18,218 --
Capital expenditure.......... 9,931 1,766 1,531 -- 13,228 --
<CAPTION>
YEAR ENDED MARCH 31, 1999
--------------------------
RECONCILING CONSOLIDATED
ITEMS TOTAL
----------- ------------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
REVENUE
External..................... $ (83,486) $607,855
Inter-segmental.............. (9,906) --
--------- --------
Total revenue................ $ (93,392) $607,855
========= ========
RESULTS
(LOSS)/EARNINGS BEFORE
INTEREST, TAXATION,
DEPRECIATION AND
AMORTIZATION............... $ 51,294 $ 13,612
Depreciation and
amortization............... 34,105 (51,390)
--------- --------
LOSS BEFORE INTEREST AND
TAXATION................... 85,399 (37,778)
Equity accounted results..... (39,334) (43,272)
Financial results, net....... 11,785 (9,078)
Profit on sale of joint
venture.................... -- 31,093
--------- --------
(LOSS)/EARNINGS BEFORE
INTEREST AND TAX........... 57,850 (59,035)
Income taxation.............. 23 (309)
Minority interests........... (57,873) 371
Loss from discontinuing
operations................. -- (9,866)
--------- --------
NET (LOSS)/PROFIT............ $ -- $(68,839)
========= ========
OTHER INFORMATION
Segment assets............... $(839,034) $776,227
Investment in equity method
investees.................. 50,706 68,924
Capital expenditure.......... (1,876) 11,352
</TABLE>
F-33
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1998
---------------------------------------------------------------------------------
TECHNOLOGY
TELEVISION ------------------------- SEGMENT
PLATFORMS MINDPORT OPENTV INTERNET TOTAL CORPORATE
----------- ----------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUE
External..................... $487,757 $ 12,781 $ -- $ -- $ 500,538 $ --
Inter-segmental.............. -- 4,719 -- -- 4,719 --
-------- -------- ---- ------- --------- --------
TOTAL REVENUE................ $487,757 $ 17,500 $ -- $ -- $ 505,257 $ --
======== ======== ==== ======= ========= ========
RESULTS
EARNINGS/(LOSS) BEFORE
INTEREST, TAXATION,
DEPRECIATION AND
AMORTIZATION............... $ 24,955 $ (324) $ -- $ -- $ 24,631 $ (8,103)
Depreciation and
amortization............... (55,237) (2,711) -- -- (57,948) (62)
-------- -------- ---- ------- --------- --------
LOSS BEFORE INTEREST AND
TAXATION................... (30,282) (3,035) -- -- (33,317) (8,165)
Equity accounted results..... (3,339) (4,535) -- -- (7,874) --
Financial reults, net........ (63,658) 1,764 -- -- (61,894) 55,785
-------- -------- ---- ------- --------- --------
(LOSS)/EARNINGS BEFORE
INTEREST AND TAXATION...... (97,279) (5,806) -- -- (103,085) 47,620
Income taxation.............. (1,658) (2,777) -- -- (4,435) (3,135)
Minority interests........... 3,793 -- -- -- 3,793 --
Loss from discontinuing
operations................. -- -- -- (5,181) (5,181) --
-------- -------- ---- ------- --------- --------
NET (LOSS)/PROFIT............ $(95,144) $ (8,583) $ -- $(5,181) $(108,908) $ 44,485
======== ======== ==== ======= ========= ========
OTHER INFORMATION
Segment assets............... $455,232 $101,806 $ -- $ -- $ 557,038 $539,631
Investment in equity method
investees.................. 12,992 -- -- -- 12,992 --
Capital expenditure.......... 30,441 1,223 -- -- 31,664 --
<CAPTION>
YEAR ENDED MARCH 31, 1998
--------------------------
RECONCILING CONSOLIDATED
ITEMS TOTAL
----------- ------------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
REVENUE
External..................... $ -- $500,538
Inter-segmental.............. (4,719) --
--------- --------
TOTAL REVENUE................ $ (4,719) $500,538
========= ========
RESULTS
EARNINGS/(LOSS) BEFORE
INTEREST, TAXATION,
DEPRECIATION AND
AMORTIZATION............... $ -- $ 16,528
Depreciation and
amortization............... -- (58,010)
--------- --------
LOSS BEFORE INTEREST AND
TAXATION................... -- (41,482)
Equity accounted results..... -- (7,874)
Financial reults, net........ 621 (5,488)
--------- --------
(LOSS)/EARNINGS BEFORE
INTEREST AND TAXATION...... 621 (54,844)
Income taxation.............. -- (7,570)
Minority interests........... -- 3,793
Loss from discontinuing
operations................. -- (5,181)
--------- --------
NET (LOSS)/PROFIT............ $ 621 $(63,802)
========= ========
OTHER INFORMATION
Segment assets............... $(450,614) $646,055
Investment in equity method
investees.................. -- 12,992
Capital expenditure.......... -- 31,664
</TABLE>
The Company operates in three main geographic areas:
AFRICA AND THE MIDDLE-EAST: The Company generates revenue from television
platform services with operations in various countries, of which South Africa is
the most significant. Additionally, the Company provides Internet services and
generates revenue from the sale and licensing of interactive television and
technology products and services, provided by subsidiaries based in the United
States of America and the Netherlands.
MEDITERRANEAN: The Company generates television platform revenue through
operations in Greece and Cyprus. Additionally, the Company provides Internet
services and generates revenue from the sale and licensing of interactive
television and technology products and services, provided by subsidiaries based
in the United States of America and the Netherlands.
ASIA: The Company's activities comprise its interest in the television
platform operations of UBC based in Thailand and Internet activities based in
Thailand, Hong Kong and China. Furthermore, the Company generates revenue from
the sale and licensing of interactive television and technology products and
services, provided by subsidiaries based in the United States of America and the
Netherlands.
F-34
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
OTHER: Other relates to the assets of MIH Limited, based in the British
Virgin Islands, which mainly comprises cash and investments in group companies.
Furthermore, this includes the Company's subsidiaries providing interactive
television and technology products located in the Netherlands and the United
States of America.
<TABLE>
<CAPTION>
AFRICA AND RECONCILING
MIDDLE EAST MEDITERRANEAN ASIA OTHER ITEMS TOTAL
----------- ------------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED MARCH 31, 2000
External revenue............................ $511,602 $144,478 $112,759 $ 91,529 $(136,959) $ 723,409
Segment assets.............................. 300,820 265,912 181,919 1,094,688 (766,439) 1,076,900
Capital expenditure......................... 12,282 5,346 9,548 8,365 (10,047) 25,494
YEAR ENDED MARCH 31, 1999
External revenue............................ $406,959 $136,985 $ 83,486 $ 79,096 $ (98,671) $ 607,855
Segment assets.............................. 362,843 213,288 138,385 850,039 (788,328) 776,227
Capital expenditure......................... 5,091 4,495 345 3,297 (1,876) 11,352
YEAR ENDED MARCH 31, 1998
External revenue............................ $381,354 $106,403 $ -- $ 12,781 $ -- $ 500,538
Segment assets.............................. 290,671 164,561 -- 641,437 (450,614) 646,055
Capital expenditure......................... 23,356 7,085 -- 1,223 -- 31,664
</TABLE>
In addition to the reconciling items recorded and disclosed under IAS in the
following tables, the reconciling items in the US GAAP segmental disclosures
include the elimination of the revenue and expenses relating to UBC and M-Web,
to reconcile the total segmental revenues and expenses to the consolidated
revenue and expenses, since UBC and M-Web are accounted for using the equity
method of accounting in the Company's consolidated financial statements.
F-35
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
PRIMARY REPORTING FORMAT UNDER IAS BY BUSINESS SEGMENT
The following tables present our reportable business segments using the
accounting and disclosure principles of IAS14 "Segmental Reporting."
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 2000
---------------------------------------------------------------------------------
TECHNOLOGY
TELEVISION ------------------------- SEGMENT
PLATFORMS MINDPORT OPENTV INTERNET TOTAL CORPORATE
----------- ----------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUE
External.................... $ 631,399 $ 60,493 $ 31,036 $ 481 $ 723,409 $ --
Inter-segmental............. 562 11,252 -- 35 11,849 --
---------- -------- -------- -------- --------- --------
TOTAL REVENUE............... $ 631,961 $ 71,745 $ 31,036 $ 516 $ 735,258 $ --
========== ======== ======== ======== ========= ========
RESULTS
OPERATING LOSS.............. $ (5,949) $(14,742) $(25,332) $(12,766) $ (58,789) $(11,379)
Equity results in
associates................ (2,163) -- -- -- (2,163) --
Equity results in joint
ventures.................. (32,610) -- -- (6,447) (39,057) (401)
Interest expense............ (71,031) (858) -- (165) (72,054) (805)
Interest income............. 4,704 448 3,727 8 8,887 50,901
Exchange gains/(losses)..... (6,500) 1,464 -- (23) (5,059) 335
Dividend income............. 1,939 -- -- -- 1,939 --
Profit on sale of
associate................. 15,199 -- -- -- 15,199 --
Profit on sale/dilution of
subsidiaries and joint
venture, net.............. -- 2,812 96,160 -- 98,972 --
Income taxation............. (1,666) 1,470 -- -- (196) (438)
Minority interest........... (478) 3,199 2,153 -- 4,874 88
Loss from discontinuing
operations................ (7,878) -- -- -- (7,878) --
---------- -------- -------- -------- --------- --------
NET (LOSS)/PROFIT........... $ (106,433) $ (6,207) $ 76,708 $(19,393) $ (55,325) $ 38,301
========== ======== ======== ======== ========= ========
OTHER INFORMATION
Segment assets.............. $ 445,259 $ 41,512 $193,840 $ 34,120 $ 714,731 $877,809
Investment in equity method
associates................ 14,954 -- -- -- 14,954 --
Investment in equity method
joint ventures............ 43,815 671 -- 10,435 54,921 --
Segment liabilities......... 1,004,320 47,203 13,003 46,598 1,111,124 34,619
Capital expenditure......... 12,814 3,325 4,533 4,156 24,828 666
Depreciation and
amortization (c).......... 56,995 5,100 10,331 1,227 73,653 357
Amortization of program and
film rights............... 38,752 -- -- -- 38,752 --
<CAPTION>
YEAR ENDED MARCH 31, 2000
--------------------------
RECONCILING CONSOLIDATED
ITEMS TOTAL
----------- ------------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
REVENUE
External.................... $ -- $ 723,409
Inter-segmental............. (11,849) --
----------- ----------
TOTAL REVENUE............... $ (11,849) $ 723,409
=========== ==========
RESULTS
OPERATING LOSS.............. $ -- $ (70,168)
Equity results in
associates................ -- (2,163)
Equity results in joint
ventures.................. -- (39,458)
Interest expense............ 46,062(a) (26,797)
Interest income............. (46,062)(a) 13,726
Exchange gains/(losses)..... -- (4,724)
Dividend income............. -- 1,939
Profit on sale of
associate................. -- 15,199
Profit on sale/dilution of
subsidiaries and joint
venture, net.............. -- 98,972
Income taxation............. -- (634)
Minority interest........... -- 4,962
Loss from discontinuing
operations................ -- (7,878)
----------- ----------
NET (LOSS)/PROFIT........... $ -- $ (17,024)
=========== ==========
OTHER INFORMATION
Segment assets.............. $ (515,640) $1,076,900
Investment in equity method
associates................ -- 14,954
Investment in equity method
joint ventures............ -- 54,921
Segment liabilities......... (515,640) 630,103
Capital expenditure......... -- 25,494
Depreciation and
amortization (c).......... -- 74,010
Amortization of program and
film rights............... -- 38,752
</TABLE>
F-36
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1999
---------------------------------------------------------------------------------
TECHNOLOGY
TELEVISION ------------------------- SEGMENT
PLATFORMS MINDPORT OPENTV INTERNET TOTAL CORPORATE
----------- ----------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUE
External.................. $ 543,944 $ 63,911 $ -- $ -- $ 607,855 $ --
Inter-segmental........... 551 9,355 -- -- 9,906 (9,906)
--------- -------- ------- ---- --------- --------
Total revenue............. $ 544,495 $ 73,266 $ -- $ -- $ 617,761 $ (9,906)
========= ======== ======= ==== ========= ========
RESULTS
OPERATING LOSS............ $ (20,914) $ (4,947) $ -- $ -- $ (25,861) $(11,917)
Equity results in
associates.............. (2,053) -- -- -- (2,053) --
Equity results in joint
ventures................ (34,579) -- (6,640) -- (41,219) --
Interest expense.......... (55,403) (3,064) -- -- (58,467) (15,501)
Interest income........... 4,961 4,180 -- -- 9,141 53,732
Exchange gains/(losses)... 4,698 (1,516) -- -- 3,182 (3,738)
Dividend income........... 2,573 -- -- -- 2,573 --
Profit on sale of joint
venture................. -- -- -- -- -- 31,093
Income taxation........... (2,214) 2,155 -- -- (59) (250)
Minority interest......... 371 -- -- -- 371 --
Loss from discontinuing
operations.............. (9,866) -- -- -- (9,866) --
--------- -------- ------- ---- --------- --------
NET (LOSS)/PROFIT......... $(112,426) $ (3,192) $(6,640) $ -- $(122,258) $ 53,419
========= ======== ======= ==== ========= ========
OTHER INFORMATION
Segment assets............ $ 683,747 $129,288 $ 8,088 $ -- $ 821,123 $712,663
Investment in equity
method associates....... 14,000 -- -- -- 14,000 --
Investment in equity
method joint ventures... 54,924 -- -- -- 54,924 --
Segment liabilities....... 854,633 64,697 6,543 -- 925,873 430,706
Capital expenditure....... 9,586 1,766 -- -- 11,352 --
Depreciation and
amortization(c)......... 47,476 3,690 -- -- 51,166 224
Amortization of program
and film rights......... 32,237 -- -- -- 32,237 --
<CAPTION>
YEAR ENDED MARCH 31, 1999
--------------------------
RECONCILING CONSOLIDATED
ITEMS TOTAL
----------- ------------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
REVENUE
External.................. $ -- $607,855
Inter-segmental........... -- --
----------- --------
Total revenue............. $ -- $607,855
=========== ========
RESULTS
OPERATING LOSS............ $ -- $(37,778)
Equity results in
associates.............. -- (2,053)
Equity results in joint
ventures................ -- (41,219)
Interest expense.......... 52,545 (21,423)
Interest income........... (52,545) 10,328
Exchange gains/(losses)... -- (556)
Dividend income........... -- 2,573
Profit on sale of joint
venture................. -- 31,093
Income taxation........... -- (309)
Minority interest......... -- 371
Loss from discontinuing
operations.............. -- (9,866)
----------- --------
NET (LOSS)/PROFIT......... $ -- $(68,839)
=========== ========
OTHER INFORMATION
Segment assets............ $ (757,559)(b) $776,227
Investment in equity
method associates....... -- 14,000
Investment in equity
method joint ventures... -- 54,924
Segment liabilities....... (757,559)(b) 599,020
Capital expenditure....... -- 11,352
Depreciation and
amortization(c)......... -- 51,390
Amortization of program
and film rights......... -- 32,237
</TABLE>
F-37
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1998
---------------------------------------------------------------------------------
TECHNOLOGY
TELEVISION ------------------------- SEGMENT
PLATFORMS MINDPORT OPENTV INTERNET TOTAL CORPORATE
----------- ----------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUE
External.................. $487,757 $ 12,781 $ -- $ -- $ 500,538 $ --
Inter-segmental........... -- 4,719 -- -- 4,719 --
-------- -------- ---- ------- --------- --------
TOTAL REVENUE............. $487,757 $ 17,500 $ -- $ -- $ 505,257 $ --
======== ======== ==== ======= ========= ========
RESULTS
OPERATING LOSS............ $(30,282) $ (3,035) $ -- $ -- $ (33,317) $ (8,165)
Equity results in
associates.............. (2,783) -- -- -- (2,783) --
Equity results in joint
ventures................ (556) (4,535) -- -- (5,091) --
Interest expense.......... (57,704) (555) -- -- (58,259) (1,825)
Interest income........... 3,552 1,647 -- -- 5,199 49,001
Exchange gains/(losses)... (9,506) 672 -- -- (8,834) 2,785
Dividend income........... -- -- -- -- -- 3,177
Profit on sale of joint
venture................. -- -- -- -- -- 2,647
Income taxation........... (1,658) (2,777) -- -- (4,435) (3,135)
Minority interest......... 3,793 -- -- -- 3,793 --
Loss from discontinuing
operations.............. -- -- -- (5,181) (5,181) --
-------- -------- ---- ------- --------- --------
NET (LOSS)/PROFIT......... $(95,144) $ (8,583) $ -- $(5,181) $(108,908) $ 44,485
======== ======== ==== ======= ========= ========
OTHER INFORMATION
Segment assets............ $455,232 $101,806 $ -- $ -- $ 557,038 $539,631
Investment in equity
method associates....... 12,992 -- -- -- 12,922 --
Investment in equity
method joint ventures... 873 6,231 -- -- 7,104 --
Segment liabilities....... 655,229 52,478 -- -- 707,707 135,389
Capital expenditure....... 30,441 1,223 -- -- 31,664 --
Depreciation and
amortization(c)......... 55,237 2,711 -- -- 57,948 62
Amortization of program
and film rights......... 32,599 -- -- -- 32,599 --
<CAPTION>
YEAR ENDED MARCH 31, 1998
--------------------------
RECONCILING CONSOLIDATED
ITEMS TOTAL
----------- ------------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
REVENUE
External.................. $ -- $500,538
Inter-segmental........... (4,719) --
----------- --------
TOTAL REVENUE............. $ (4,719) $500,538
=========== ========
RESULTS
OPERATING LOSS............ $ -- $(41,482)
Equity results in
associates.............. -- (2,783)
Equity results in joint
ventures................ -- (5,091)
Interest expense.......... 46,923(a) (13,161)
Interest income........... (46,302)(a) 7,898
Exchange gains/(losses)... -- (6,049)
Dividend income........... -- 3,177
Profit on sale of joint
venture................. -- 2,647
Income taxation........... -- (7,570)
Minority interest......... -- 3,793
Loss from discontinuing
operations.............. -- (5,181)
----------- --------
NET (LOSS)/PROFIT......... $ 621 $(63,802)
=========== ========
OTHER INFORMATION
Segment assets............ $ (450,614)(b) $646,055
Investment in equity
method associates....... -- 12,992
Investment in equity
method joint ventures... -- 7,104
Segment liabilities....... (450,614)(b) 392,482
Capital expenditure....... -- 31,664
Depreciation and
amortization(c)......... -- 58,010
Amortization of program
and film rights......... -- 32,599
</TABLE>
------------------------------
(a) Represents interest income and expenses on loans between Group companies in
different segments and Corporate that eliminate on consolidation.
(b) Represents adjustments to the assets and liabilities for the segments
relating to inter-Group loans that eliminate on consolidation.
(c) Excludes amortization of program and film rights included in cost of
providing services and amortization of goodwill on equity method investments
included in equity results in joint ventures and equity results in
associates.
F-38
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
SECONDARY REPORTING FORMAT UNDER IAS BY GEOGRAPHICAL SEGMENT
<TABLE>
<CAPTION>
AFRICA AND RECONCILING
MIDDLE EAST MEDITERRANEAN ASIA OTHER ITEMS TOTAL
----------- ------------- ----------- ----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED MARCH 31, 1998
External revenue............................ $487,344 $144,478 $ 93 $ 91,494 $ -- $ 723,409
Segment assets.............................. 216,090 265,912 15,853 1,094,685 (515,640) 1,076,900
Capital expenditure......................... 8,246 5,346 3,537 8,365 -- 25,494
YEAR ENDED MARCH 31, 1999
External revenue............................ $406,959 $136,985 $ -- $ 63,911 $ -- $ 607,855
Segment assets.............................. 362,843 213,288 107,616 850,039 (757,559) 776,227
Capital expenditure......................... 5,091 4,495 -- 1,766 -- 11,352
YEAR ENDED MARCH 31, 1998
External revenue............................ $381,354 $106,403 $ -- $ 12,781 $ -- $ 500,538
Segment assets.............................. 290,671 164,561 -- 641,437 (450,614) 646,055
Capital expenditure......................... 23,356 7,085 -- 1,223 -- 31,664
</TABLE>
28. COMMITMENTS AND CONTINGENCIES
(A) PROGRAM AND FILM RIGHTS AND SET-TOP BOXES
At March 31, 2000 the Company had entered into contracts for the purchase of
program, film and related rights and set-top boxes. The Company's commitments in
respect of these contracts amount to $39.7 million (1999: $30.7 million) and
$12.5 million (1999: $20.0 million), respectively.
(B) CAPITAL EXPENDITURE
The Company had capital expenditure commitments at March 31, 2000 and 1999
of $49.4 million and $19.1 million, respectively.
(C) LINES OF CREDIT
At March 31, 2000 the Company had overdraft borrowing facilities of
$74.7 million.
(D) LOSS INSURANCE
The Company does not generally carry risk of loss insurance for injury to
others, damage to the property of others, or interruption of its business
operations.
(E) GUARANTEES
At March 31, 2000 the Company had guarantees of $4.2 million in respect of
office and line rental contracts.
At March 31, 2000 the Company had various performance guarantees issued on
behalf of its related parties. These guarantees relate to obligations arising
out of license agreements, on which there is currently no settlement limit, the
amount of which, however, being determined at the time of non-performance.
F-39
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
28. COMMITMENTS AND CONTINGENCIES (CONTINUED)
(F) PLEDGES AND RESTRICTIONS
At March 31, 2000 the Company pledged investments of $7.9 million,
receivables of $5.1 million and cash and cash equivalents of $17.9 million as
collateral for certain lines of credit referred to in (c) above.
(G) INVESTMENTS
On February 22, 2000 OpenTV entered into an agreement with EchoStar
Communications Corporation (ECC), EchoStar Satellite Corporation and EchoStar
Technologies Corporation (collectively EchoStar) to develop a hard-drive set-top
box. OpenTV purchased from ECC 50% of the shares of OpenStar, a newly formed
subsidiary of ECC, in exchange for 2,252,252 shares of OpenTV Class A Ordinary
Shares and the contribution of certain OpenTV intellectual property to OpenStar.
The shares have been placed in an escrow account until EchoStar has met certain
milestones. These shares will revert to OpenTV if EchoStar has not met such
milestones within three years of the date of the agreement.
On March 26, 2000 OpenTV and Spyglass Inc. signed a definitive merger
agreement. Under the merger agreement, OpenTV will acquire all of Spyglass's
outstanding stock in a stock-for-stock transaction. Spyglass stockholders will
receive 0.7236 of an OpenTV Class A Ordinary Share in exchange for each share of
Spyglass common stock. The merger agreement, which has been unanimously approved
by the Boards of Directors of both companies, is subject to certain customary
closing conditions, including regulatory approvals and the approval by the
stockholders of both companies.
(H) CYPRUS IPO
During March 2000, MultiChoice (Cyprus) Limited, a subsidiary of the
Company, received funds of $6.0 million for the issue of new shares relating to
a private placement. The funds received have been recorded as a current
liability subject to the initial public offering, which was consummated on
April 4, 2000.
(I) CLAIMS
On October 12, 1999 one of OpenTV's former employees filed a complaint
against OpenTV in a California State court alleging wrongful termination and
other related claims seeking monetary damages. OpenTV believes that the
litigation is without merit and intends to defend itself vigorously. The matter
is in the early stages of discovery and accordingly the amount of possible loss
or range of loss, if any, can not be made.
29. FOREIGN CURRENCY MANAGEMENT
The currencies of the countries in which the Company operates are also the
functional currencies. For these operations, all gains and losses from foreign
currency transactions are included in current results. The cumulative
translation effects for operations using functional currencies other than the US
dollar are included in the foreign currency translation adjustment in
shareholders' equity.
The Company uses foreign currency forward exchange contracts, which
typically expire within one year, to hedge payments of foreign currencies
related to the purchase of goods and services in currencies other than the
functional currency. Realized gains and losses on these contracts are recognized
in the same period as the hedged transactions. The Company had foreign exchange
forward contracts on hand at
F-40
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
29. FOREIGN CURRENCY MANAGEMENT (CONTINUED)
March 31, 2000 hedging South African Rand against the US dollar. The Company
does not currently hold or issue derivative financial instruments for trading
purposes.
The contractual amounts, exchange rates and settlement dates of the
outstanding contracts at March 31, 2000 are set out below:
<TABLE>
<CAPTION>
CONTRACTUAL AVERAGE
AMOUNTS EXCHANGE
(THOUSANDS) RATES SETTLEMENT DATES
----------- -------- -----------------------------------
<S> <C> <C> <C>
South African Rand/US dollar....... 113,419 6.67 April 3, 2000 to April 2, 2001
</TABLE>
30. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents approximates fair value due
to the short maturities of these instruments. The value of long-term debt is
estimated using discounted cash flows based on the Company's incremental
borrowing rates for similar types of borrowings. The value of forward exchange
contracts is based on quoted market prices. A comparison of the carrying value
and fair value of these instruments is as follows:
<TABLE>
<CAPTION>
MARCH 31, 2000 MARCH 31, 1999
------------------------- -------------------------
CARRYING CARRYING
VALUE FAIR VALUE VALUE FAIR VALUE
(THOUSANDS) (THOUSANDS) (THOUSANDS) (THOUSANDS)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents................. $284,593 $284,593 $56,099 $56,099
Receivables............................... 99,655 99,655 93,007 93,007
Marketable securities..................... 27,225 27,225 1,190 1,190
LIABILITIES
Payables and provisions................... 229,725 229,725 232,867 232,867
Short-term borrowings..................... 95,409 95,409 117,486 117,486
Long term debt............................ 304,760 304,760 248,547 248,547
OFF-BALANCE-SHEET INSTRUMENTS
Forward exchange contracts................ 113,419 111,244 70,885 67,457
</TABLE>
31. PENSION FUNDS
The Company has defined contribution plans covering employees of most of its
subsidiaries. The Company's contributions under these plans are based primarily
on the performance of the business units and employee compensation. Total
expense amounted to $7.3 million for 2000, $7.1 million for 1999 and
$3.8 million for 1998.
32. POST-RETIREMENT BENEFITS
MCA provides post-retirement benefits by way of medical aid contributions.
At March 31, 2000 and 1999 the provision for benefits is $2.1 million and
$2.7 million, respectively. During the year ended March 31, 1998 an agreement
was reached with employees of MCA to terminate the post-retirement medical aid
benefits plan in exchange for an increase of MCA's annual contributions to the
retirement benefit fund. The provision is gradually released to operating
results to match the additional contributions to the retirement benefit plan.
F-41
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
33. EMPLOYEE STOCK OPTION PLANS
The following employee stock option plans were in operation during the
financial year:
(A) MIHH
MIH management and employees participate in the Stock Option Plan of the
Company's parent company, MIHH (the MIHH Plan). Under the MIHH Plan, MIHH may
grant options to its employees for up to 26.4 million shares of MIHH's common
stock. Stock options may be granted with an exercise price of not less than 100%
of the market value of the options at the time of the grant. One third of the
options generally vest at the anniversary of each of the third, fourth and fifth
years after the grant date of the stock options and expire after ten years.
Unvested shares are subject to cancellation upon expiration or termination of
employment.
Activity under the MIHH Plan is as follows:
<TABLE>
<CAPTION>
MARCH 31, 2000 MARCH 31, 1999 MARCH 31, 1998
----------------------- ----------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE (ZAR) SHARES PRICE (ZAR) SHARES PRICE (ZAR)
--------- ----------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at April 1, 1999,
1998 and 1997.................. 5,432,170 R 14.01 3,514,976 R 14.95 734,749 R 10.40
Granted.......................... 552,169 44.59 2,467,690 11.96 3,082,000 15.79
Exercised........................ (841,083) 14.40 (393,523) 13.56 (150,856) 10.39
Forfeited........................ (563,674) 19.90 (156,973) 15.15 (150,917) 14.47
--------- ------- --------- ------- --------- -------
Outstanding at March 31, 2000,
1999 and 1998.................. 4,579,582 R 17.55 5,432,170 R 14.01 3,514,976 R 14.95
========= ======= ========= ======= ========= =======
</TABLE>
The following table summarizes information about the stock options
outstanding at March 31, 2000:
<TABLE>
<CAPTION>
WEIGHT
AVERAGE
OUTSTANDING REMAINING WEIGHTED EXERCISABLE WEIGHTED
RANGE OF EXERCISE AT MARCH 31, CONTRACTUAL AVERAGE EXERCISE AT MARCH 31, AVERAGE EXERCISE
PRICE (ZAR) 2000 LIFE (YEARS) PRICE (ZAR) 2000 PRICE (ZAR)
----------------- ------------ ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
5.60-10.00 385,782 6.95 R 7.66 87,402 R 6.06
10.01-22.50 3,842,660 7.62 11.37 222,111 12.50
39.25 143,320 9.67 39.25 --
74.00 207,720 9.96 74.00 --
--------- -------
4,579,482 309,513
========= =======
</TABLE>
(B) MIH
On March 25, 1999 the Company established the MIH Limited Share Scheme (the
MIH Plan) under which it may award options for no more than 10% of the total
number of ordinary shares. Stock options may be granted with an exercise price
of not less than 100% of the market value of the options at the time of the
grant. One third of the options generally vest at the anniversary of each of the
third, fourth and fifth years after the grant date of the stock options and
expire after ten years. Unvested shares are subject to cancellation upon
expiration or termination of employment.
F-42
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
33. EMPLOYEE STOCK OPTION PLANS (CONTINUED)
Activity under the MIH Plan is as follows:
<TABLE>
<CAPTION>
MARCH 31, 2000
---------------------
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE ($)
--------- ---------
<S> <C> <C>
Outstanding at April 1, 1999............................. -- $ --
Granted.................................................. 1,993,877 16.27
Exercised................................................ (78,833) 12.76
Forfeited................................................ (88,795) --
--------- ------
Outstanding at March 31, 2000............................ 1,826,249 $16.42
========= ======
</TABLE>
The following table summarizes information about the stock options
outstanding at March 31, 2000:
<TABLE>
<CAPTION>
OUTSTANDING AT REMAINING
EXERCISE PRICE ($) MARCH 31, 2000 CONTRACTUAL LIFE (YEARS)
------------------ -------------- ------------------------
<S> <C> <C>
$10.57 880,042 9.00
18.63 695,607 9.08
26.50 9,590 9.33
28.69 9,000 9.42
29.38 176,190 9.50
52.38 7,820 9.75
71.5 48,000 9.92
---------
1,826,249
=========
</TABLE>
As of March 31, 2000 no options were exercisable.
(C) MINDPORT HOLDINGS LIMITED
On October 14, 1999 Mindport Holdings Limited established the Mindport
Holdings Limited Share Scheme (MHL), the Mindport Integrated Business Systems
Share Scheme (MIBS) and the Irdeto Access Share Scheme (IA). In terms of the
schemes, options of no more than 10% of the total number of ordinary shares of
Mindport Holdings Limited, Mindport Integrated Business Systems BV and Irdeto
Access BV may be awarded. Stock options may be granted with an exercise price of
not less than 100% of the fair value of the shares at the time of the grant. One
third of the options generally vest at the anniversary of each of the third,
fourth and fifth year after the grant date of the stock options and expire after
ten years. Unvested shares are subject to cancellation upon expiration or
termination of employment.
F-43
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
33. EMPLOYEE STOCK OPTION PLANS (CONTINUED)
Activity under the Plans is as follows:
<TABLE>
<CAPTION>
MARCH 31, 2000
----------------------------------------------------------------
WEIGHTED AVERAGE
SHARES EXERCISE PRICE ($)
------------------------------- ------------------------------
MHL MIBS IA MHL MIBS IA
--------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at April 1, 1999................. -- -- -- -- -- --
Granted...................................... 2,044,010 187,612 296,954 9.22 8.83 8.30
Exercised.................................... (842,683) -- -- 9.22 -- --
Forfeited.................................... -- -- -- -- -- --
--------- ------- ------- ---- ---- ----
Outstanding at March 31, 2000................ 1,201,327 187,612 296,954 9.22 8.83 8.30
========= ======= ======= ==== ==== ====
</TABLE>
The following table summarizes information about the stock options at
March 31, 2000:
<TABLE>
<CAPTION>
REMAINING CONTRACTUAL LIFE
RANGE OF EXERCISE PRICE OUTSTANDING AT MARCH 31,2000 (YEARS)
------------------------------------------- ------------------------------- ------------------------------
MHL MIBS IA MHL MIBS IA MHL MIBS IA
--------------------- -------- -------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$9.22 $8.83 $8.30 1,201,327 187,612 296,954 9.54 9.54 9.54
========= ======= ======= ==== ==== ====
</TABLE>
(D) OPENTV CORPORATION
In January 1998, OpenTV, Inc. adopted the 1998 Stock Option / Stock Issuance
Plan (the 1998 Plan). All options outstanding from the 1996 Plan were cancelled
and re-granted under the 1998 Plan. Under the 1998 Plan 5,800,000 shares of
Class A Common Stock of OpenTV, Inc. were reserved for issuance to directors,
officers, employees and consultants of OpenTV, Inc. Options can be granted at a
price of not less than 85% of the fair value of a share as determined by
OpenTV, Inc.'s board of directors on the date of grant. If the optionee is a 10%
stockholder, then the exercise price shall not be less than 110% of the fair
value of OpenTV, Inc. on the date of grant. Options granted to employees
generally vest 25% after 12 months of continuous service with OpenTV, Inc. and
1/48 over each of the next 36 months. The term of the options is 10 years from
the date of grant. Unexercised options generally expire three months after
termination of employment with OpenTV, Inc. The optionee has the right to
exercise the option immediately. However, the shares are subject to repurchase
by OpenTV, Inc. at the exercise price. The repurchase right generally lapses 25%
after 12 months of continuous service with OpenTV, Inc. and 1/48 over the next
36 months. A total of 360,366 shares of Class A Common Stock of OpenTV, Inc. was
subject to repurchase at December 31, 1999. There were no shares of common stock
subject to repurchase at December 31, 1998.
In February 1999, OpenTV, Inc. adopted the Amended and Restated 1998 Option
/ Stock Issuance Plan (the Amended 1998 Plan). Under the Amended 1998 Plan,
options can be granted at not less than 100% of the fair value of a share as
determined by OpenTV, Inc.'s board of directors on the date of grant and the
optionee's right to exercise the option immediately was deleted. All other terms
and conditions under the Amended Plan are the same as for the 1998 Plan.
In October 1999, OpenTV adopted the 1999 Share Option / Share Issuance Plan
(the 1999 Plan) under which 7,200,000 shares were reserved for issuance.
Effective on October 23, 1999 options (the Assumed Options) to purchase
5,141,104 shares of Class A Common Stock of OpenTV, Inc. under its 1998
F-44
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
33. EMPLOYEE STOCK OPTION PLANS (CONTINUED)
Plan were assigned to and assumed by OpenTV and the Assumed Options now
represent the right to purchase an identical number of Class A Ordinary Shares
of OpenTV. Class A Ordinary Shares purchased pursuant to the exercise of Assumed
Options will reduce and will not be in addition to the total number of shares
(7,200,000) available for issuance under the 1999 Plan.
Activity under the Plan is as follows:
<TABLE>
<CAPTION>
MARCH 31, 2000 MARCH 31, 1999
--------------------- --------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE($) SHARES PRICE($)
---------- -------- --------- --------
<S> <C> <C> <C> <C>
Outstanding at April 1, 1999 and 1998................ 4,733,249 $10.50 3,531,088 $1.05
Options cancelled under the 1998 Plan................ (5,141,104) -- -- --
Options assumed under the 1999 Plan.................. 5,141,104 -- -- --
Granted.............................................. 2,812,460 10.70 2,270,600 1.05
Exercised............................................ (1,757,351) 1.05 (190,538) 1.05
Forfeited/cancelled.................................. (434,796) 3.96 (877,901) 1.05
---------- ------ --------- -----
Outstanding at March 31, 2000 and 1999............... 5,353,562 $ 7.31 4,733,249 $1.05
========== ====== ========= =====
</TABLE>
The following table summarizes information about the stock options
outstanding at March 31, 2000:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
----------------------------------------- OPTIONS CURRENTLY EXERCISABLE
NUMBER WEIGHTED AVERAGE ----------------------------------------
OUTSTANDING REMAINING CONTRACTUAL NUMBER EXERCISABLE AT WEIGHTED AVERAGE
EXERCISE PRICE AT MARCH 31, 2000 LIFE MARCH 31, 2000 EXERCISE PRICE
--------------------- ----------------- --------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
1.05...$...... 2,701,762 8.34 2,675,262 $1.05
2.10......... 703,200 9.14 95,866 2.10
2.90......... 212,000 9.27 2,000 2.90
6.00......... 1,080,000 9.42 269,352 6.00
19.00........ 461,000 9.64 --
81.00........ 56,600 9.76 --
88.00........ 28,000 9.67 --
94.56........ 111,000 9.84 --
--------- ---------
5,353,562 3,042,480
========= =========
</TABLE>
At March 31, 1999 and 2000 vested options to purchase 4,537,711 and
1,333,433 shares of common stock respectively, were exercised.
F-45
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
34. DIFFERENCES BETWEEN IAS AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES
The Company's consolidated financial statements are prepared in accordance
with IAS, which differs in certain respects from US GAAP. The significant
differences that affect the Company's results and shareholders' equity are as
follows:
(A) EQUITY ACCOUNTING FOR UBC
Under IAS, the investment in UBC is carried at cost through June 30, 1999.
In June 1999 the Company increased its shareholding in UBC to approximately
26.1% and, as a result, exercises significant influence in UBC. Under IAS the
company thereafter applies the equity method of accounting for UBC. US GAAP
requires a retroactive adjustment of financial statements for an investee that
was previously accounted for on a basis other than the equity method when that
investee becomes qualified for use of the equity method. The adjustment
therefore reflects the effect of applying the equity method to the investment in
UBC retroactively under US GAAP.
(B) STOCK BASED COMPENSATION
Under IAS, the Company does not recognize a compensation expense for stock
option and stock purchase plans. Under US GAAP, Accounting Principles Board
Opinion No.25 "Accounting for Stock Issued to Employees" (APB 25) requires that
the intrinsic value of the options, defined as the market value of the share at
grant date less the exercise price, be recognized as compensation expense
prospectively, over the vesting period of the related options. In connection
with certain option grants to employees during the year ended March 31, 2000,
under the MIH Limited stock option plan, the Company recorded deferred
compensation, for stock-based compensation totaling $6.6 million (1999 and 1998:
$Nil), which is amortized over the vesting period of the related options, which
is generally between four and five years, resulting in a $1.7 million (1999 and
1998: $Nil) amortization charge for the year ended March 31, 2000 under US GAAP.
At March 31, 2000 the Company had unamortized deferred stock compensation of
$4.9 million (1999 and 1998: $Nil), which amounts are expected to be fully
amortized over the next three to four years.
The Company has recorded a compensation expense in connection with the
acceleration of vesting of options to certain departing employees at their
termination dates. The compensation cost of $7.4 (1999 and 1998: $Nil) is
measured as the difference between the market value and the exercise price of
the MIH and MIHH shares at the termination dates of the employees.
A compensation cost of $60.3 million (1999 and 1998: $Nil) has also been
recorded in connection with a cashless stock grant arising out of the MHL share
scheme. The compensation cost is determined based on the fair value of an MHL
share on the grant date.
OpenTV recorded non-cash deferred stock compensation of $9.8 million (1999
and 1998: $Nil), after minority interest of $6.5 million (1999 and 1998: $Nil),
for the year ended March 31, 2000 representing the difference between the
exercise price and deemed fair market value for options to purchase shares
granted to employees and the fair value attributable to stock options granted to
non-employees in accordance with the provisions of APB 25 and Emerging Issues
Task Force Issue no 96-18. These amounts are being amortized over the vesting
period of the option life, which is generally four years. As of March 31, 2000
OpenTV had unamortized deferred stock compensation of $7.9 million (1999 and
1998: $Nil), which is expected to be fully amortized over the next three to four
years.
F-46
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
34. DIFFERENCES BETWEEN IAS AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (CONTINUED)
(C) STRATEGIC INVESTMENTS
In October 1999, OpenTV completed a private placement of 23,648,646
Series C-1 Convertible Preference Shares (convertible into 4,729,728 Class A
Ordinary Shares) at $1.11 per share (or $5.55 per Class A Ordinary Share),
4,504,504 Series C-2 Convertible Preference Shares (convertible into 900,900
Class A Ordinary Shares) at $1.11 per share (or $5.55 per Class A Ordinary
Share), and warrants to purchase 4,729,728 Class A Ordinary Shares (expiring in
October 2001) at $5.55 per share to America Online, Inc., GIC, Liberty
Digital, Inc., News Corporation, Time Warner, Inc. and Sun Microsystems, Inc.
for net proceeds of $31,3 million. The Series C-1 Convertible Preference Shares
and Series C-2 Convertible Preference Shares converted into 5,630,628 Class A
Ordinary Shares at the time of OpenTV's public offering. The convertible
preference shares have an embedded beneficial conversion feature which, under US
GAAP application of EITF 98-5, resulted in a preferred stock dividend of
$25.3 million (after minority interests of $5.9 million) in the period ended
March 31, 2000. The fair value attributable to the warrants to purchase OpenTV's
Class A Ordinary Shares resulted in a non-cash warrant expense of $36.7 million
(after minority interests of $27.2 million) in the period ended March 31, 2000.
The warrants were valued using the Black-Scholes option pricing model. This
expense relating to the beneficial conversion feature and the warrants was
off-set by an increase in the dilution gain of $62.0 million that the Company
realized as a result of OpenTV's public offering.
(D) PERFORMANCE WARRANTS
In November 1999, OpenTV issued warrants to purchase 700,000 Class A
Ordinary Shares at $5.55 per share to GIC. The warrants are exercisable based on
GIC meeting certain performance milestones. Under US GAAP the fair value
attributable to the performance warrants to purchase OpenTV's Class A Ordinary
Shares of $37,5 million was recorded in the period ended March 31, 2000. The
fair value was determined using the Black-Scholes option pricing model. A total
of $16.1 million (after minority interests of $11.9 million) was amortized as
non-cash warrant expense. The remaining amount will be amortized to expenses as
the related research and development, and sales and marketing work occurs.
(E) PROFIT ON SALE OF INTEREST IN ORBICOM
In August 1999 the Company disposed of its 20% interest in, and loan to,
Orbicom to MIHH, which, in turn, together with its interest of 80%, sold the
total investment in Orbicom to M-Cell in exchange for 23,952,096 M-Cell shares
with a market value of $39 million. Of this total consideration, $20.6 million
was allocated to the Company in the form of 4,432,273 shares in M-Cell with a
market value of $7.2 million, and a $13.4 million note receivable from MIHH. The
consideration received by the Company, after allocating $6 million to settle the
loan claims, gave rise to a profit on sale of the associate of $15 million, as
the carrying value of the Orbicom investment was recorded at no value in the
accounting records of the Company.
Under IAS, it is appropriate for MIH to recognize the gain on the sale of
interest in Orbicom, regardless of the related party nature of the transaction
and the disproportionate allocation of proceeds. Based on positions taken by the
Securities and Exchange Commission (SEC), under US GAAP this transaction is
evaluated as a transaction between entities under common control, whereby
generally no gains or losses are recognized on the sale of an asset. Any gains
or losses are accounted for as a capital contribution or distribution. The sale
of Orbicom to a third party was executed simultaneously with the sale of the 20%
interest by MIH to MIHH. The sale of MIH's interest in Orbicom to MIHH was a way
to convenience the transaction with the third party and it is, therefore,
appropriate to recognize a proportionate share of the profit generated in the
transaction. However, the excess of the consideration received over the
proportionate share of the total consideration amounting to $8.6 million is
accounted for as a capital contribution by MIHH under US GAAP.
F-47
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
I RECONCILIATION OF NET LOSS AND SHAREHOLDERS' EQUITY (IN THOUSANDS, EXCEPT PER
SHARE DATA):
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
NET LOSS UNDER IAS.................................... $ (17,024) $ (68,839) $ (63,802)
US GAAP ADJUSTMENT:
(a) Equity accounting for UBC....................... 10,476 (5,193) (15,482)
(b) Stock-based compensation........................ (85,791) -- --
(c) Strategic investment--non-cash warrant
expense........................................... (63,900) -- --
--beneficial conversion feature............... (31,250) -- --
(d) Performance warrants............................ (28,025) -- --
(e) Profit on sale of Orbicom....................... (8,557) -- --
Effect of adjustment on dilution gain............... 95,150 -- --
Effect of adjustments on minority interests......... 18,458 -- --
----------- ----------- -----------
NET LOSS UNDER US GAAP................................ $ (110,463) $ (74,032) $ (79,284)
=========== =========== ===========
Weighted average common shares outstanding............ 50,790,662 38,235,000 38,235,000
=========== =========== ===========
NET LOSS PER SHARE UNDER US GAAP...................... $ (2.17) $ (1.94) $ (2.07)
=========== =========== ===========
NET LOSS UNDER US GAAP CONSISTS OF:
Loss from continuing operations..................... $ (102,858) $ (64,166) $ (74,103)
Loss from discontinuing operations.................. (3,813) (9,866) (5,181)
Loss arising on discontinuing operations............ (4,065) -- --
----------- ----------- -----------
Net loss............................................ $ (110,736) $ (74,032) $ (79,284)
=========== =========== ===========
BASIC AND DILUTED PER SHARE AMOUNTS:
Continuing operations............................... $ (2.01) $ (1.68) $ (1.94)
Discontinuing operations............................ (0.16) (0.26) (0.13)
----------- ----------- -----------
Basic and diluted net loss per share under US
GAAP.............................................. $ (2.17) $ (1.94) $ (2.07)
=========== =========== ===========
RECONCILIATION OF SHAREHOLDERS' EQUITY:
TOTAL SHAREHOLDERS' EQUITY UNDER IAS.................. $ 364,682 $ 176,683 $ 253,573
US GAAP ADJUSTMENT:
(a) Equity accounting for UBC....................... (19,454) (29,930) (24,883)
(b) Stock-based compensation........................ (16,322) -- --
(c) Strategic investment -- non-cash warrant
expense........................................... (63,900) -- --
-- beneficial conversion feature............ (31,250) -- --
(d) Performance warrants............................ (28,025) -- --
Effect of adjustment on dilution gain............... 95,150 -- --
Effect of adjustments on minority interests......... 18,458 -- --
----------- ----------- -----------
TOTAL SHAREHOLDERS' EQUITY UNDER US GAAP.............. $ 319,339 $ 146,753 $ 228,690
=========== =========== ===========
</TABLE>
F-48
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
II ADDITIONAL DISCLOSURE REQUIREMENTS
(A) CERTAIN RISK CONCENTRATIONS
The Company is exposed to certain concentrations of credit risk relating to
its cash and current investments. It places its cash and current investments
with high-quality institutions. The Company's policy is designed to limit
exposure to any one institution and invest its excess cash in low-risk
investment accounts. No losses have been experienced on such accounts. At
March 31, 2000 cash and current investments were held with numerous financial
institutions.
The Company's digital programming is, or will be transmitted to customers
through different satellites around the world, and in certain regions its
terrestrial analog signal is also transmitted to regional broadcast points
through satellites. In addition, the Company receives a significant amount of
its programming through satellites. Satellites are subject to significant risks
that may prevent or impair commercial operations. Although the Company has not
experienced any significant disruption of its transmissions, the operation of
satellites is beyond the control of the Company. Disruption of satellite
transmissions could have a material adverse effect on the Company.
(B) STOCK-BASED COMPENSATION
For purposes of US GAAP, the Company applies Accounting Principles Board
(APB) Opinion 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its plans. Accordingly, no compensation cost
has been recognized for its stock option plan. Had compensation cost for the
Company's stock option plan been determined based on the fair value at the grant
dates for awards under those plans consistent with the method of SFAS No. 123,
"Accounting for Stock-based Compensation," the Company's net loss and loss per
share would have been increased to the PRO FORMA amounts indicated below:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
MARCH 31, 2000 MARCH 31, 1999 MARCH 31, 1998
-------------- -------------- --------------
<S> <C> <C> <C> <C>
(IN THOUSANDS EXCEPT FOR PER SHARE DATA)
Net loss............................... As reported $(17,024) $(68,839) $(63,802)
PRO FORMA (28,497) (70,079) (64,678)
Net loss per share..................... As reported (0.34) (1.80) (1.67)
PRO FORMA (0.56) (1.83) (1.69)
</TABLE>
The weighted-average fair values of options that were granted during
financial year 2000 were R25.30, $9.14, $4.92 and $18.18 for the MIHH, MIH,
Mindport and OpenTV Plans, respectively. The fair value of each option grant is
estimated on the date of the grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions used for grants in the MIHH, MIH
and Mindport Plans: dividend yield of 0%; expected volatility of 30%; an
expected life of six years; and an expected risk-free interest rate of 14.9%,
12.7%, and 12.0% for 1998, 1999 and 2000, respectively. For the OpenTV Plan the
following weighted average assumptions were used for grants during financial
year 2000: dividend yield of 0%; expected volatility of 138%; an expected life
of five years; and an expected risk-free interest rate of 525% to 6.0%.
(C) RESTRICTED NET ASSETS
The net assets of certain of MIH's subsidiaries and associates are subject
to regulatory restrictions with regard to the transfer of such assets to MIH in
the form of loans, advances or cash dividends without
F-49
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
II ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)
the consent of regulatory authorities. The restrictions primarily relate to
foreign exchange control regulations in South Africa, which prescribe that South
African residents and companies are not permitted to export capital from South
Africa or to hold foreign currency without the approval of the South African
Reserve Bank. These exchange control regulations effectively prevent MIH from
receiving distributions from its South African subsidiaries, without regulatory
approval. The total net assets of subsidiaries subject to such restrictions at
March 31, 2000, amounts to approximately $46.6 million (1999: $46.8 million).
The following are the condensed balance sheets and statements of operations
and cash flow for MIH Limited as of March 31, 2000 and 1999 and the years then
ended. Investments in subsidiaries, associates and joint ventures are accounted
for using the equity method of accounting.
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
BALANCE SHEETS
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 3,662 $ 5,669
Other receivables......................................... 1,542 2,207
Net amounts owing by related parties...................... 10,478 4,525
--------- --------
15,682 12,401
NON-CURRENT ASSETS
Long-term investments..................................... 380,974 299,801
--------- --------
TOTAL ASSETS............................................ $ 396,656 $312,202
========= ========
LIABILITIES
CURRENT LIABILITIES
Current portion of long-term debt......................... $ -- $ 33,012
Accrued expenses and other current liabilities............ 1,902 46,880
Amounts owing to related parties.......................... 30,072 55,627
--------- --------
TOTAL LIABILITIES....................................... 31,974 135,519
--------- --------
SHAREHOLDERS' EQUITY
Share capital............................................. 807,116 589,552
Accumulated loss.......................................... (399,410) (382,386)
Foreign currency translation adjustment................... (43,024) (30,483)
--------- --------
TOTAL SHAREHOLDERS' EQUITY.............................. 364,682 176,683
--------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.............. $ 396,656 $312,202
========= ========
</TABLE>
F-50
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
II ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS
General and administrative expenses........................ $ (634) $ (2,850) $ (6,587)
Financial results, net..................................... 628 (4,181) 8,311
Equity results in associates, joint ventures and
subsidiaries............................................. (131,189) (92,901) (59,812)
Profit on sale of associate................................ 15,199 -- --
Profit on sale/dilution of subsidiaries and joint venture,
net...................................................... 98,972 31,093 --
Income taxation............................................ -- -- (5,714)
--------- -------- ---------
Net loss for the year...................................... $ (17,024) (68,839) 63,802
========= ======== =========
STATEMENTS OF CASH FLOW
Net cash used in operating activities...................... $ (634) $ (2,850) $ (20,528)
--------- -------- ---------
Disposal of investments.................................... -- -- 269,222
Acquisition of associates and subsidiaries................. (140,071) (76,214) (103,474)
--------- -------- ---------
Net cash used in investing activities...................... (140,071) (76,214) 165,748
--------- -------- ---------
Finance (cost)/income...................................... 628 (4,181) 2,488
Proceeds from issue of share capital....................... 171,102 -- --
Dividends paid............................................. -- -- (51,816)
Bank overdrafts and loans repaid........................... (33,001) -- (12,720)
--------- -------- ---------
Net cash generated by/(used in) financing activities....... 138,729 (4,181) (62,048)
--------- -------- ---------
Net (decrease)/increase in cash and cash equivalents....... (1,976) (83,245) 83,172
Cash and cash equivalents at beginning of year............. 5,669 89,226 6,728
Translation adjustment on cash and cash equivalents........ (31) (312) (674)
--------- -------- ---------
Cash and cash equivalents at end of year................... $ 3,662 $ 5,669 $ 89,226
========= ======== =========
</TABLE>
F-51
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
II ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)
(D) SIGNIFICANT ASSOCIATES: SUMMARIZED FINANCIAL INFORMATION
The following are the summarized balance sheets and statements of operations
for M-Net/SuperSport, as derived from their audited financial statements and
converted to US dollars.
<TABLE>
<CAPTION>
M-NET /SUPERSPORT
MARCH 31,
-------------------------
2000 1999
----------- -----------
(THOUSANDS) (THOUSANDS)
<S> <C> <C>
Current assets.............................................. $163,849 $162,602
Non-current assets.......................................... 100,049 98,872
-------- --------
TOTAL ASSETS................................................ $263,898 $261,474
======== ========
Current liabilities......................................... 135,895 141,041
Non-current liabilities..................................... 29,182 25,109
-------- --------
TOTAL LIABILITIES........................................... 165,077 166,150
-------- --------
TOTAL SHAREHOLDERS'EQUITY................................... 98,821 95,324
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY................... $263,898 $261,474
======== ========
Net sales................................................... $263,543 $231,060
Operating profit............................................ 23,865 23,596
Net profit.................................................. 20,836 11,946
</TABLE>
(E) COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
MARCH 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
(THOUSANDS) (THOUSANDS) (THOUSANDS)
<S> <C> <C> <C>
Net loss................................................... $(17,024) $(68,839) $(63,802)
Foreign currency translation adjustment.................... (12,541) (8,051) (32,461)
-------- -------- --------
Comprehensive loss......................................... $(29,565) $(76,890) $(96,263)
======== ======== ========
</TABLE>
(F) RECENTLY ISSUED ACCOUNTING STANDARDS
In March 1998, the Accounting Standards Executive Committee (AcSEC) issued
Statement of Position (SOP) 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use (SOP 98-1). SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs. The Company adopted this standard on January 1, 1999
and its adoption did not have a material impact on our results of operations,
financial position or cash flows.
In April 1998, AcSEC issued SOP 98-5, "Reporting on the Costs of Start-up
Activities," which is effective for financial years beginning after
December 15, 1998 and provides guidance on the financial reporting of start-up
costs and organization costs. It requires costs of start-up activities and
organization
F-52
<PAGE>
MIH LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
II ADDITIONAL DISCLOSURE REQUIREMENTS (CONTINUED)
costs to be expensed as incurred. As the Company has historically expensed these
costs, the adoption of SOP 98-5 on January 1, 1999 did not have any impact on
our results of operations, financial position or cash flows.
In December 1998, AcSEC released SOP 98-9, "Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions." SOP 98-9
amends SOP 97-2 to require that an entity recognize revenue for multiple element
arrangements by means of the "residual method" when (1) there is vendor specific
objective evidence (VSOE) of the fair values of all the undelivered elements
that are not accounted for by means of long-term contract accounting, (2) VSOE
of fair value does not exist for one or more of the delivered elements, and
(3) all revenue recognition criteria of SOP 97-2 (other than the requirement for
VSOE of the fair value of each delivered element) are satisfied. The provisions
of SOP 98-9 that extend the deferral of certain paragraphs of SOP 97-2 became
effective December 15, 1998. These paragraphs of SOP 97-2 and SOP 98-9 will be
effective for transactions that are entered into in financial years beginning
after March 15, 1999. Retroactive application is prohibited. The Company does
not expect the adoption of SOP 98-9 to have a material effect on the Company's
current revenue recognition policies.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 or SAB
101, "Revenue Recognition in Financial Statements," which provides guidance on
the recognition, presentation, and disclosure of revenue in financial statements
filed with the SEC. SAB 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosures related to revenue
recognition policies. The Company believes that the impact of SAB 101 will not
have a material effect on the financial position or results of its operations.
SFAS No.133, "Accounting for Derivative Instruments and Hedging Activities"
is effective for financial years beginning after June 15, 2000. It will be
effective for the Company's financial statements for the year ended March 31,
2001 unless the required implementation date is postponed by the FSAB. 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 recognizes all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a hedge of
the exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of the foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a foreign-
currency-denominated forecasted transaction. Management is currently assessing
the impact of adopting this statement on its financial statements.
The IAS has issued IAS 17 (revised 1997), "Leases," which supersedes IAS 17,
"Accounting for Leases" and is operative for financial statements covering
periods beginning on or after January 1, 2000. The changes from the original IAS
17 do not fundamentally alter the accounting treatments. The Company does not
expect a material impact on its financial statements as a result of adopting IAS
17 (revised 1997).
In March of 1999, the IASC published IAS 39, "Financial
Instruments--Recognition and Measurement." The standard becomes effective for
the financial statements for the year ending March 31, 2002. IAS 39 establishes
standards for recognizing, measuring and disclosing information about an
enterprise's financial assets and financial liabilities, including accounting
for hedging transactions. Management is assessing the impact this standard may
have on the financial statements.
F-53
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE DIRECTORS AND SHAREHOLDERS OF
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED
We have audited the accompanying consolidated balance sheets of United
Broadcasting Corporation Public Company Limited and its subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, cash flow and changes in shareholders' equity for each of the three
years in the three year period ended December 31, 1999. These consolidated
financial statements are the responsibility of United Broadcasting Corporation
Public Company Limited 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 of America. These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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 United
Broadcasting Corporation Public Company Limited and its subsidiaries as of
December 31, 1999 and 1998, and the consolidated results of its operations, cash
flows and changes in shareholders' equity for each of the three years in the
three year period ended December 31, 1999, in conformity with the International
Accounting Standards.
International Accounting Standards vary in certain significant respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of consolidated
results for each of the two years in the two year period ended December 31, 1999
and shareholders' equity as of December 31, 1999 and 1998 to the extent
summarized in Note 30 to the consolidated financial statements.
PricewaterhouseCoopers ABAS Ltd.
Bangkok, Thailand
March 23, 2000
F-54
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1999 1998
NOTES US$'000 BAHT'000 BAHT'000
-------- --------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... 5 $ 49,178 B1,848,116 B2,849,173
Accounts receivable, net.................................... 6 4,803 180,488 163,660
Amounts owed by related parties............................. 25 1,884 70,791 58,397
Refundable Value Added Tax, net............................. 7 6,701 251,818 179,319
Other current assets........................................ 8 2,610 98,082 79,176
--------- ----------- -----------
Total Current Assets...................................... 65,176 2,449,295 3,329,725
--------- ----------- -----------
NON-CURRENT ASSETS
Tangible fixed assets, net.................................. 10 113,833 4,277,864 5,750,420
Goodwill, net............................................... 11 77,249 2,903,027 3,133,649
Film and program rights, net................................ 12 6,715 252,334 229,112
Inventories, net............................................ 13 857 32,189 201,585
Other non-current assets.................................... 821 30,869 73,543
--------- ----------- -----------
Total Non-Current Assets.................................. 199,475 7,496,283 9,388,309
--------- ----------- -----------
TOTAL ASSETS................................................ $ 264,651 B9,945,578 B12,718,034
========= =========== ===========
LIABILITIES
CURRENT LIABILITIES.........................................
Current portion of finance lease obligations................ 16 $ 2,474 B92,965 B74,581
Accounts payable............................................ 23,813 894,912 600,753
Accrued expenses............................................ 14 18,805 706,710 796.086
Amounts owed to related parties............................. 25 11,518 432,834 776,328
Other current liabilities................................... 15 12,466 468,457 198,337
========= =========== ===========
Total Current Liabilities................................. 69,076 2,595,878 2,446,085
========= =========== ===========
NON-CURRENT LIABILITIES
Finance lease obligations................................... 16 53,460 2,009,019 2,050,621
Deferred taxation........................................... 18 -- -- --
Other non-current liabilities............................... 17 5,531 207,847 181,692
========= =========== ===========
Total Non-Current Liabilities............................. 58,991 2,216,866 2,232,313
========= =========== ===========
TOTAL LIABILITIES........................................... 128,067 4,812,744 4,678,398
========= =========== ===========
Minority interests.......................................... 19 2,342 88,022 105,045
SHAREHOLDERS' EQUITY
Share capital............................................... 20
AUTHORIZED: 1999 and 1998 : 780,782,376 common shares Baht
10 par value.............................................. 207,765 7,807,824 7,807,824
========= =========== ===========
ISSUED: 1999 and 1998 : 740,773,570 common shares
Baht 10 par value, fully paid............................... 197,119 7,407,736 7,407,736
Share premium............................................... 177,439 6,668,159 6,668,159
Legal reserve............................................... 20 396 14,893 14,893
Accumulated loss............................................ (240,712) (9,045,976) (6,156,197)
========= =========== ===========
TOTAL SHAREHOLDERS' EQUITY.................................. 134,242 5,044,812 7,934,591
========= =========== ===========
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. $ 264,651 B9,945,578 B12,718,034
========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-55
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1999 1999 1998 1997
NOTES US$'000 BAHT'000 BAHT'000 BAHT'000
-------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net sales............................. 21 $104,984 B 3,945,295 B 2,774,853 B 1,271,427
Operating expenses:
Cost of providing services.......... 81,788 3,073,605 3,067,135 1,220,338
Selling, general and
administrative.................... 42,673 1,603,643 1,561,268 918,335
Depreciation and amortization....... 3, 10 42,163 1,584,465 561,627 369,113
Goodwill amortization............... 11 6,762 254,133 189,516 13,155
Write-off of assets under consession
agreements........................ 10 -- -- 232,626 --
-------- ----------- ----------- -----------
Total operating expenses.............. 173,386 6,515,846 5,612,172 2,520,941
Operating loss........................ (68,402) (2,570,551) (2,837,319) (1,249,514)
Financial results, net................ 23 (9,524) (357,908) (116,564) (1,041,560)
Taxation.............................. 24 (49) (1,853) (1,762) (1,968)
-------- ----------- ----------- -----------
Net loss before considering minority
interest............................ (77,975) (2,930,312) (2,955,645) (2,293,042)
Minority interest..................... 19 1,078 40,533 36,263 22,051
-------- ----------- ----------- -----------
NET LOSS FOR THE YEAR................. $(76,897)B (2,889,779)B (2,919,382)B (2,270,991)
======== =========== =========== ===========
Basic and diluted net loss per
share............................... $ (0.10) B (3.90) B (5.56) B (18.34)
Shares used to compute loss per share
(thousands)......................... 740,774 740,774 525,156 123,849
</TABLE>
The accompanying notes are an integral part of these financial statements
F-56
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR 1999, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1999 1998 1997
NOTES US$'000 BAHT'000 BAHT'000 BAHT'000
-------- -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from/(used in) operations.... 27 $ 8,522 B 320,249 B(1,562,395) B 2,409,532
Interest received........................... 2,100 78,900 84,700 49,600
Interest paid............................... (55) (2,065) (10,890) (3,652)
Tax paid.................................... (50) (1,853) (1,853) (1,968)
-------- --------------- --------------- ---------------
NET CASH FLOWS FROM (USED IN) OPERATING
ACTIVITIES................................ 10,517 395,231 (1,490,347) 2,453,512
-------- --------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of tangible fixed assets
(net)..................................... 10 (6,482) (243,608) (1,006,908) (2,844,766)
Acquisition of program and film rights...... 12 (17,165) (645,061) (498,689) (306,090)
Acquisition of subsidiaries, net of cash
acquired.................................. 4 -- -- (3,639.326) (1,289,665)
Net decrease in other investments........... 94 3,530 167,157 318,275
-------- --------------- --------------- ---------------
NET CASH (USED IN) INVESTING ACTIVITIES..... (23,553) (885,139) (4,977,766) (4,122,246)
-------- --------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from increase in share capital..... 20 -- -- 9,351,894 2,260,000
Payment of finance lease obligations........ (13,602) (511,149) (490,766) (196,735)
-------- --------------- --------------- ---------------
NET CASH (USED IN)/FROM FINANCING
ACTIVITIES................................ (13,602) (511,149) 8,861,128 2,063,265
-------- --------------- --------------- ---------------
NET INCREASE IN CASH AND CASH EQUIVALENTS... (26,638) (1,001,057) 2,393,015 394,531
CASH AND CASH EQUIVALENTS AT BEGINNING OF
THE YEAR.................................. 75,816 2,849,173 456,158 61,627
-------- --------------- --------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF THE
YEAR...................................... 5 $ 49,178 B 1,848,116 B 2,849,173 B 456,158
======== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-57
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR 1999, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
SHARE CAPITAL
--------------------- SHARE LEGAL ACCUMULATED
SHARES AMOUNT PREMIUM RESERVE LOSS TOTAL
-------- ---------- ---------- --------- ----------- -----------
'000 BAHT '000 BAHT '000 BAHT '000 BAHT '000 BAHT '000
<S> <C> <C> <C> <C> <C> <C>
AT JANUARY 1, 1997.............. 73,000 B 730,000 B1,734,000 B14,893 B (965,824) B 1,513,069
Share issue, registered June
18............................ 8,000 80,000 560,000 -- -- 640,000
Share issue, registered
September 12.................. 62,201 622,010 -- -- -- 622,010
Share issue, registered
September 22.................. 99,799 997,990 -- -- -- 997,990
Net loss........................ -- -- -- -- (2,270,991) (2,270,991)
------- ---------- ---------- ------- ----------- -----------
AT DECEMBER 31, 1997............ 243,000 2,430,000 2,294,000 14,893 (3,236,815) 1,502,078
Share issue, registered May 7... 237,783 2,377,824 1,188,912 -- -- 3,566,736
Share issue, registered June
15............................ 77,940 779,402 779,402 -- -- 1,558,804
Share issue, registered July
3............................. 60,000 600,000 900,000 -- -- 1,500,000
Share issue, registered July
10............................ 32,051 320,510 320,510 -- -- 641,020
Share issue, registered July
29............................ 90,000 900,000 1,185,335 -- -- 2,085,335
Net loss........................ -- -- -- -- (2,919,382) (2,919,382)
------- ---------- ---------- ------- ----------- -----------
AT DECEMBER 31, 1998............ 740,774 7,407,736 6,668,159 14,893 (6,156,197) 7,934,591
Net loss........................ -- -- -- -- (2,889,779) (2,889,779)
------- ---------- ---------- ------- ----------- -----------
AT DECEMBER 31, 1999............ 740,774 B7,407,736 B6,668,159 B14,893 B(9,045,976) B 5,044,812
======= ========== ========== ======= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-58
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
United Broadcasting Corporation Public Company Limited ("UBC") and its
subsidiaries, UBC Cable Network Public Company Limited ("UBC Cable"), Satellite
Service Company Limited and Cineplex Company Limited, are engaged in the
operation of pay television networks (Digital Satellite Television and Cable
Service, respectively) under concessions received from the Mass Communication
Organization of Thailand, under agreements dated April 17, 1989 and June 6, 1994
respectively, and amendments thereto dated May 19, 1994 and November 9, 1994,
respectively, which expire on September 30, 2014 and December 31, 2019,
respectively. Under the aforesaid agreements, the Company and UBC Cable must pay
annual fees to the Mass Communication Organization of Thailand based on a
certain percentage of certain service income or at the minimum fee as specified
in each of those agreements, whichever is higher. In addition, the Company and
UBC Cable, according to the aforesaid agreements, must transfer the ownership of
certain equipment procured for the operations of television networks to the Mass
Communication Organization of Thailand within the periods specified in each of
those agreements.
UBC and its subsidiaries are referred to as the Company or the Group.
2. PRINCIPAL ACCOUNTING POLICIES
The consolidated financial statements of the Company have been prepared in
accordance with International Accounting Standards ("IAS") issued by the
International Accounting Standards Committee. IAS have been applied for the
first time for the periods presented in these financial statements. The
financial statements have been prepared on the historical cost basis. The
Company has adopted IAS 22 (revised 1998) "Business Combinations", IAS 36
"Impairment of Assets", IAS 37 "Provisions, Contingent Liabilities and
Contingent Assets" and IAS 38 "Intangible Assets" with effect from January 1,
1998. The accounting policies for Business Combinations and goodwill, impairment
of assets provisions and contingent liabilities and assets, and intangible
assets applied for impairments of assets for the years ended December 31, 1997
were consistent with IAS 22 (revised 1998), IAS 36, IAS 37 and IAS 38.
The Company has implemented the following revised or new International
Accounting Standards in 1997, in advance of their effective dates.
- IAS 1--Presentation of financial statements
- IAS 12--Income Taxes
- IAS 14--Segment Reporting
- IAS 17--Leases
- IAS 33--Earnings per share
The Company has implemented the following revised or new International
Accounting Standards in 1998 in advance of their effective dates.
- IAS 19--Employee benefits
There are no changes in accounting policy that affect operating losses
resulting from the adoption of the above standards in these fianancial
statements as the Group was already following the recognition and measurement
principles in these standards.
Preparation of the consolidated financial statements in conformity with
generally accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the reported
F-59
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
(A) BASIS OF CONSOLIDATION
Subsidiary undertakings, which are those companies in which the Company,
directly or indirectly, has an interest of more than one half of the voting
rights, or otherwise has power to exercise control over the operations, have
been consolidated. Subsidiaries are consolidated from the date on which
effective control is transferred to the Company and are no longer consolidated
from the date of disposal. All intercompany transactions, balances, and
unrealized surpluses and deficits on transactions between group companies have
been eliminated. Where necessary, accounting policies for subsidiaries have been
changed to ensure consistency with the policies adopted by the Company.
The following are United Broadcasting Corporation Public Company Limited's
subsidiaries:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
COMPANY 1999 1998 NATURE OF BUSINESS COUNTRY
------- -------- -------- ----------------------------------- ---------
% %
<S> <C> <C> <C> <C>
Rainbow Media Co., Ltd............. 99.99 99.99 Not operating Thailand
IBC Symphony Co., Ltd.............. 99.99 99.99 Not operating Thailand
Home Vision Entertainment Co., 99.99 99.99 Not operating Thailand
Ltd..............................
Cineplex Co., Ltd.................. 99.99 99.99 Program production Thailand
UBC Cable Network Public Co., 98.62 97.85 Pay television via cable system Thailand
Ltd..............................
Satellite Services Co., Ltd........ 97.17 96.22 Sale and rental of equipment for Thailand
Digital Satellite Television and
cable transmission, signal
compression service and signal
installation and connection service
International Broadcasting 70.00 70.00 Not operating Cambodia
Corporation (Cambodia)
Co.,Ltd..........................
International Broadcasting -- 70.00 Not operating Laos
Corporation (Laos) Co., Ltd......
</TABLE>
During 1999 the Company's subsidiary in Laos was liquidated.
(B) FOREIGN CURRENCIES
The Company's reporting currency is the Thai Baht since out operations are
located in Thailand and the majority of our cash flows are in Thai Baht.
Foreign currency transactions in Group companies are accounted for at the
exchange rates prevailing at the date of the transactions. Gains and losses
resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies, are
recognized in the income statement. Such balances are translated at period-end
exchange rates unless hedged by forward foreign exchange contracts, in which
case the rates specified in such forward contracts are used.
F-60
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
(C) CONVENIENCE TRANSLATION
For convenience only a translation to the U.S. dollar is provided for the
balance sheet, statement of operations and cash flows as of and for the year
ended December 31, 1999 using the U.S. Federal Reserve exchange rate as of
December 31, 1999 of 37.58 Thai Baht to the U.S. dollar. Such translation
amounts are unaudited and should not be construed as representations that the
Thai Baht amounts represent, or have been or could be, converted in U.S. dollars
at that or any other rate.
(D) CASH AND CASH EQUIVALENTS
Cash and cash equivalents represent cash and short-term highly liquid
investments with original maturities of three months or less.
(E) TRADE ACCOUNTS RECEIVABLE
Trade receivables are carried at anticipated realizable value. The Company
records an allowance for doubtful accounts, which is equivalent to the estimated
collection losses that may be incurred in the collection of all receivables. The
estimated losses are based on historical collection experience combined with a
review of the current status of the existing receivables at the balance sheet
date.
(F) FILM AND PROGRAM RIGHTS
Film rights are stated at acquisition cost less accumulated amortization.
Licences are recorded as assets and liabilities for rights acquired and
obligations incurred under licence agreements when the licence period begins,
the cost of each program is known or reasonably determinable, we have accepted
the program material and it is available for the first showing. Sport rights are
written off upon showing the event and general entertainment and films are
amortized on a straight-line basis over the period of the license or based on
showings where the number of showings is limited. Amortization of program and
film rights is included in the cost of providing services. The costs of in-house
programs are expenses off as incurred.
(G) TANGIBLE FIXED ASSETS
Tangible fixed assets are stated at historical cost less accumulated
depreciation. Depreciation is charged on a straight-line basis over the
estimated useful lives of the respective assets, or if shorter, the lease term,
based on the following useful lives:
<TABLE>
<CAPTION>
1999 1998
-------- -- --------
YEARS YEARS
<S> <C> <C> <C>
Leasehold improvements.................................... 5 5
Leased transponder equipment.............................. 10 10
Transmission receiving equipment.......................... 3-5 3-10
Assets under concession agreements........................ 5 5
Furniture, fixtures and office equipment.................. 3-5 3-5
</TABLE>
Tangible fixed assets includes assets, primarily transmission and receiving
equipment, used under concession agreements. These concession agreements are
Build Transfer Operate ("BTO") agreements, whereby the Company constructs and
pays for certain broadcasting assets, but transfers ownership of those
F-61
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
assets to the Mass Communication Organization of Thailand ("MCOT"). The Company
retains the right to use these assets during the concession period. At the end
of the useful life of the concession period these assets are delivered to MCOT.
These assets are capitalized and depreciated over the shorter of the useful life
of five years and the remaining concession period. As of December 31, 1999 the
remaining concession period exceeded the remaining useful life of the concession
assets.
Leased transponder equipment is depreciated over the lease term of 10 years,
which is shorter than the estimated useful economic life of the equipment. The
Company's policy is to review useful lives periodically to assess whether
original estimates are still applicable. If expectations are significantly
different from previous estimates the depreciation charge for current and future
periods is adjusted. As set out in note 3, in the year ended December 31, 1999
the Company revised its estimate of the useful life of decoder equipment from 10
years to 5 years. Gains and losses on disposal of leasehold improvement and
equipment are determined by reference to their carrying amount and are taken
into account in determining results.
(H) GOODWILL
Goodwill represents the excess of the cost of an acquisition over the fair
value of the Company's share of the net identifiable tangible and intangible
assets of the acquired subsidiary at the date of acquisition. Goodwill on
acquisitions is reported in the balance sheet as an intangible asset and is
amortized using the straight-line method over its estimated useful life, ranging
from seven years eight months to 15 years.
(I) LEASES
Leases of equipment where the Company assumes substantially all the benefits
and risks of ownership are classified as finance leases. Finance leases are
capitalized at the estimated present value of the underlying lease payments.
Each lease payment is allocated between the liability and finance charges so as
to achieve a constant rate on the finance balance outstanding. The corresponding
rental obligations, net of finance charges, are included in other long-term
payables. The interest element of the finance charge is charged to results over
the lease period. The equipment acquired under finance leasing contracts is
depreciated over the shorter of the useful life of the asset and the lease term.
Leases of assets under which all the risks and benefits of ownership are
effectively retained by the lessor are classified as operating leases. Payments
made under operating leases are charged to results on a straight-line basis over
the period of the lease. When an operating lease is terminated before the lease
period has expired, any payment required to be made to the lessor by way of
penalty is recognized as an expense in the period in which termination takes
place.
(J) INVENTORIES
Inventories comprise set-top boxes and other equipment for receiving
subscription television services via the satellite platform, cable television
and MMDS equipment. Inventories on hand are valued at cost. An allowance is
recorded against cost where, in the opinion of the Company, there is diminution
in value arising on obsolete and defective inventories, or is otherwise required
by changes in circumstances. Cost of equipment for receiving subscription
services via the satellite platform is determined by the average cost method.
Costs of equipment for receiving subscription cable television services and MMDS
equipment are determined using the first-in, first-out method. Inventories are
reclassified to tangible fixed assets when placed in service.
F-62
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
(K) LONG-LIVED ASSETS
The Company assesses annually whether there is any indication that any of
its long-lived assets, including goodwill and other intangible assets, may be
impaired. The carrying value of a long-lived asset is considered impaired when
the recoverable value of the asset is separately identifiable and is less than
its carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the recoverable value of the long-lived asset.
Recoverable value is determined as the higher of value in use, determined using
anticipated cash flows discounted at a rate commensurate with the risk involved
and market value less estimated costs of disposal. Impairment losses are charged
to the statement of operations.
(L) TAXATION
Provision is made for all taxes payable in respect of taxable profits earned
in the year. The Company also provides at current rates for taxation on all
temporary differences between income for financial reporting and fiscal purposes
under the liability method. Currently enacted tax rates are used to determine
deferred income tax.
(M) MINORITY INTEREST
The interest of third parties in subsidiaries is accounted for on the basis
of their share in the underlying equity of the subsidiaries.
(N) EMPLOYEE BENEFITS
The Company operates a provident fund, being a defined contribution plan,
the assets of which are held in a separate trustee-administered fund. The
provident fund is funded by payments from employees and by the relevant Group
companies. Current contributions to the pension funds operated for employees are
charged to the Statement of Operations as incurred. Employee entitlements to
annual leave are recognized when they accrue to the employees. A provision is
made for the estimated liability for annual leave as a result of services
rendered by employees up to the balance sheet date.
(O) PROVISIONS
Provisions are recognized when the Company has a present legal or
constructive obligation as a result of past events, it is probable that an
outflow of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate of the amount of the obligation can be made.
(P) REVENUE RECOGNITION
Revenue is derived from connection and installation fees, monthly
subscription fees, the sale of set-top boxes, sponsorship agreements and
maintenance services. Revenue from equipment installation and connection fees is
recognized when the installation is accomplished, to the extent of the direct
selling and installation costs incurred. Any excess is deferred and recognized
over the estimated subscription period. For the periods presented, such revenues
did not exceed expenses. Revenue from monthly subscription fees is recognized in
the month in which the service is provided, commencing from completion of
installation. Monthly subscription fees include a rental charge to subscribers
who rent, rather than purchase set-top boxes. Revenue on the sale of set-top
boxes is recognized upon delivery and acceptance of
F-63
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
the set-top box by the customer. Revenue from sponsorship agreements is
recognized upon the showing of the program for which the sponsorship payments
are made. Revenue from maintenance services is recognized when the maintenance
service is completed. Deferred revenue is recorded as a liability and recognized
as income as services are rendered according to the terms of subscribers'
agreements.
(Q) ADVERTISING COSTS
Advertising costs are expensed in the financial period during which they are
incurred.
(R) DIVIDENDS
Interim dividends are payable when declared by the directors, annual
dividends proposed are payable when declared by the directors and approved by
the shareholders. Dividends are recognized in the accounts in the period in
which they are declared. Dividends declared by United Broadcasting Corporation
Public Company Limited are payable in Thai Baht.
(S) FINANCIAL INSTRUMENTS
Financial instruments carried on the balance sheet include cash and bank
balances, receivables, trade creditors, leases and borrowings. The particular
recognition methods adopted are disclosed in the individual policy statements
associated with each item. The Company and its subsidiaries are also parties to
financial instruments that reduce exposure to fluctuations in foreign currency
exchange rates. The accounting policy for such transactions is described in (b)
above.
(T) EARNINGS PER SHARE
Loss per share is based on the loss from continuing operations divided by
the weighted average number of shares outstanding during each period.
(U) SEGMENT REPORTING
Based on the risks and rewards associated with the Company's business, its
organizational structure and the system of internal financial reporting to the
board of directors, management has determined that the Company operates in one
reportable business and geographical segment.
(V) RECENTLY ISSUED ACCOUNTING STANDARDS
In March of 1999, the IASC issued IAS 39, "Financial Instruments:
Recognition and Measurement". IAS 39 will be effective for the Company's
financial statements for the year ending December 31, 2001. IAS 39 establishes
standards for recognizing, measuring, and disclosing information about the
Company's financial assets and financial liabilities including accounting for
hedging transactions. Under this Standard, all financial assets and financial
liabilities should be recognized on the balance sheet, including all
derivatives, and measured primarily at fair value. The Company is currently
assessing the impact that this standard may have on the Company's financial
statements.
F-64
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. CHANGES IN ACCOUNTING ESTIMATE IN THE USEFUL LIFE OF CERTAIN OPERATING
EQUIPMENT
The Company's policy is to review asset carrying values annually and to
adjust depreciation schedules to match estimated remaining useful lives. In the
year ended December 31, 1999 the Company has reviewed the useful economic life
of decoder equipment included in transmission and receiving equipment in
tangible fixed assets in the accounts of its subsidiary, Satellite Services
Company Limited and has revised the estimated useful life of decoder equipment
to be 5 years inclusive of years already in service. Previously the Company has
depreciated such equipment over an estimated useful life of 10 years.
This change in estimate reflects recent technological and industry
developments in the pay television business, as a result of which the Company
decided in December 1999 to start offering interactive television services which
requires that existing decoder equipment is replaced on accelerated basis. The
Company has accounted for this change in estimate on a prospective basis,
depreciating the carrying value of the assets of Baht 2,840 million at January
1,1999 over the remaining useful life of the assets at that date, based on the
revised useful life of 5 years, minus the years the decoder equipment had been
in service. The effect of this change in estimate on the balance sheet at
December 31, 1999 is to reduce transmission and receiving equipment and total
assets by Baht 689.8 million. The effect of this change in estimate on the
results for the year ended December 31, 1999 is to increase the depreciation
charge for the year and increase the net loss before share of loss to minority
interest by Baht 689.8 million, and an increase of the net loss per share by
Baht 0.93.
4. SIGNIFICANT ACQUISITIONS AND DIVESTITURES
ACQUISITION OF SATELLITE SERVICE COMPANY LIMITED
On September 30, 1997, the Company acquired an investment of 70% in the
common share capital (111,999,993 common shares) of Satellite Service Company
Limited from Shinawatra Satellite Public Company Limited for cash consideration
of Baht 1,232 million. Additional investments of 13% in the common share capital
(20,800,000 common shares) of Satellite Services Company Limited were also
acquired from other former shareholders on that date for cash consideration of
Baht 228.7 million. The acquisition was accounted for under the purchase method
of accounting. The excess of the consideration over the fair value of the net
assets acquired of Baht 420.6 million was allocated to goodwill and is amortized
over the seven year eight month period ending May 31, 2005.
F-65
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. SIGNIFICANT ACQUISITIONS AND DIVESTITURES (CONTINUED)
Details of the net assets acquired on acquisition of Satellite Services
Company Limited are as follows:
<TABLE>
<CAPTION>
BAHT'000
----------
<S> <C>
Cash and cash equivalents................................... B 170,994
Accounts receivable, net.................................... 71,958
Related party receivables................................... 27,570
Inventories, net............................................ 150,216
Other current assets........................................ 248,688
Property, plant and equipment............................... 1,185,286
Other non-current assets.................................... 231
Accounts payable and accrued expenses....................... (189,389)
Related party payables...................................... (9,593)
Other non-current liabilities............................... (402,926)
Minority interests.......................................... (212,952)
----------
FAIR VALUE OF NET TANGIBLE ASSETS ACQUIRED.................. 1,040,083
Goodwill.................................................... 420,576
----------
TOTAL PURCHASE PRICE CONSIDERATION.......................... 1,460,659
Less:
Cash and cash equivalents acquired.......................... (170,994)
----------
CASH OUTFLOW ON ACQUISITION................................. B1,289,665
==========
</TABLE>
Satellite Services Company Limited contributed operating loss of Baht 103.6
million to the Group for the period from October 1, 1997 to December 31, 1997.
Satellite Services Company Limited's net assets were Baht 1,149.0 million at
December 31, 1997.
On May 6, 1998 Satellite Services Company Limited increased its share
capital from 160 million shares to 360 million shares. All the newly issued
shares were fully subscribed by the Company for consideration of Baht 2,000.0
million.
On July 1, 1998 the Company acquired a further 13.6 million shares in
Satellite Services Company Limited from Dhana Siam Finance Public Company
Limited ("Dhana Siam") at a total value of Baht 149.6 million. The shares were
acquired from a suspended finance company and the valuation attributed to the
shares and the consideration paid were determined based on the net assets of the
subsidiary as at January 31, 1998. The Company did not become the legal
registered owner of the shares until July 1, 1998, since Dhana Siam was a
suspended finance company at the time resulting in a delay of the transfer to
meet Thai legal and regulatory requirements associated with suspended finance
companies.
On December 30, 1999 Satellite Service Company Limited increased its share
capital from 360 million shares to 480 million shares. All the newly issued
shares were fully subscribed by the Company for consideration of Baht 1,200.0
million. The new shares were registered with the Thai Ministry of Commerce on
January 7, 2000.
F-66
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. SIGNIFICANT ACQUISITIONS AND DIVESTITURES (CONTINUED)
The impact of the changes in the Company's shareholdings of Satellite
Services Company Limited during 1997, 1998 and 1999 are as follows:
<TABLE>
<CAPTION>
INCREASE/
(DECREASE) IN CHANGE IN
INTEREST SHARE OF NET MINORITY
ACQUIRED CONSIDERATION ASSETS GOODWILL INTERESTS
-------- ------------- ------------- --------- ---------
% BAHT '000 BAHT '000 BAHT '000 BAHT '000
<S> <C> <C> <C> <C> <C>
September 30, 1997..................... 83.00% B1,460,659 B1,040,083 B420,576 B212,952
July 1, 1998........................... 8.50% B 150,000 B 93,040 B 56,549 B(93,040)
May 6, 1998............................ 4.72% B2,000,000 B (43,445) B 43,445 B 43,445
December 30, 1999...................... 0.94% B1,200,000 B (23,510) B 23,511 B 23,510
-----
97.16%
=====
</TABLE>
ACQUISITION OF UBC CABLE, CINEPLEX AND CERTAIN ASSETS
On February 16, 1998, the Company agreed to acquire 97.85% of the common
share capital of UBC Cable Network Public Company Limited for Baht 1,424.8
million, 99.99% of the common share capital of Cineplex Company Limited for Baht
409.4 million, and transmission equipment (collectively the "Acquired UBC Cable
Businesses") from Telecom Holding Company Limited and its subsidiaries ("Telecom
Holdings") for Baht 1,904.5 million. The consideration for these acquisitions
was paid in cash, Baht 3,566.7 thousand of which was used by Telecom Holdings to
acquire 237,783 thousand shares of the Company. The acquisition was completed on
May 4, 1998 and was accounted for under the purchase method of accounting. The
excess of the purchase price over the fair value of the net liabilities acquired
was allocated to goodwill and is amortized over 15 years.
F-67
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. SIGNIFICANT ACQUISITIONS AND DIVESTITURES (CONTINUED)
Details of the combined net assets acquired on acquisition of the Acquired
UBC Cable Businesses are as follows:
<TABLE>
<CAPTION>
BAHT '000
----------
<S> <C>
Cash and cash equivalents................................... B 75,747
Accounts receivable, net.................................... 160,193
Related party receivables................................... 96,510
Inventories, net............................................ 253,270
Other current assets........................................ 118,020
Property, plant and equipment............................... 1,452,450
Other non-current assets.................................... 167,690
Accounts payable and accrued expenses....................... (637,660)
Related party payables...................................... (589,820)
Other current liabilities................................... (45,370)
Other non-current liabilities............................... (128,030)
----------
FAIR VALUE OF NET TANGIBLE ASSETS ACQUIRED.................. 923,000
Goodwill.................................................... 2,815,740
==========
TOTAL PURCHASE PRICE CONSIDERATION.......................... 3,738,740
Less:
Non-cash consideration (non-refundable taxes)............... (173,253)
Cash and cash equivalents in UBC Cable Businesses........... (75,747)
----------
CASH OUTFLOW ON ACQUISITION................................. B3,489,740
==========
</TABLE>
The subsidiaries acquired by the Company at May 4, 1998 contributed
operating loss of Baht 1,567.3 million to the Group for the period from May 4,
1998 to December 31, 1998. Their net liabilities at December 31, 1998 were Baht
1,787.6 million.
On December 30, 1999 UBC Cable Network Public Company Limited increased its
share capital from 232.875 million shares to 362.875 million shares. All the
newly issued shares were fully subscribed by the Company and its shareholding
increased from 97.85% to 98.62%. No goodwill arose on this acquisition as the
Company absorbs the minority's share of net liabilities in the subsidiary. The
new shares were registered with the Thai Ministry of Commerce on January 11,
2000.
On December 30, 1999 Cineplex Co., Ltd increased its share capital from
31.94 million shares to 41.94 million shares. All newly issued shares were fully
subscribed by the Company. The new shares were registered with the Thai Ministry
of Commerce on January 7, 2000.
F-68
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. SIGNIFICANT ACQUISITIONS AND DIVESTITURES (CONTINUED)
The following summarized unaudited pro forma financial information assumes
that Satellite Services Company Limited was acquired on January 1, 1997 and the
Acquired UBC Cable Businesses were acquired as of January 1, 1998, respectively.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
PRO FORMA INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997
----------------------------------------------------------- ----------- -----------
BAHT '000 BAHT '000
(UNAUDITED)
<S> <C> <C>
Net sales.............................................. B 3,284,925 B 2,989,871
Net loss............................................... B(3,402,348) B(4,025,838)
Loss per share......................................... B (6.48) B (32.51)
</TABLE>
Pro forma data does not purport to be indicative of the results that would
have been obtained had these events actually occurred at the beginning of the
periods presented and are not intended to be a projection of future results.
5. CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
BAHT '000 BAHT '000
<S> <C> <C>
Cash at bank and in hand........................... B 831,186 B 934,855
Short term bank deposits........................... 1,016,930 1,914,318
----------- -----------
B 1,848,116 B 2,849,173
----------- -----------
</TABLE>
The weighted average effective interest rate of short term bank deposits was
5.84% and 13.95% during 1999 and 1998, respectively.
6. ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
BAHT '000 BAHT '000
<S> <C> <C>
Trade accounts receivable.......................... B 418,098 B 566,558
Less: Provision for doubtful accounts.............. (237,610) (402,898)
----------- -----------
B 180,488 B 163,660
=========== ===========
</TABLE>
F-69
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. REFUNDABLE VALUE ADDED TAX
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
BAHT '000 BAHT '000
<S> <C> <C>
Refundable Value Added Tax ("VAT")................. B 766,588 B 697,115
Less: Provision for refundable VAT................. (514,770) (517,796)
----------- -----------
B 251,818 B 179,319
=========== ===========
</TABLE>
The Company provides for VAT balances which are unlikely to be recovered.
8. OTHER CURRENT ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
-------------- --------------
BAHT'000 BAHT'000
<S> <C> <C>
Other accounts receivable........................... B 23,140 B 30,282
Prepaid expenses.................................... 34,981 35,384
Accrued income...................................... 20,264 7,256
Other............................................... 19,697 6,254
-------------- --------------
B 98,082 B 79,176
============== ==============
</TABLE>
F-70
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
CREDITED/
(CHARGED) TO
ARISING ON STATEMENT
AT DECEMBER 31, ACQUISITION OF OF AT DECEMBER 31,
1996 SUBSIDIARY UTILIZED OPERATIONS 1997
--------------- -------------- -------------- -------------- ---------------
BAHT'000 BAHT'000 BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C> <C> <C>
Allowance for:
Doubtful accounts....................... B 31,021 B 35,629 B -- B 39,854 B 106,504
Slow moving and obsolete inventories.... 15,268 22,200 -- 24,322 61,790
Refundable VAT.......................... -- -- -- 87,114 87,114
Deferred taxes.......................... 337,824 169,616 -- 578,210 1,085,650
-------------- -------------- -------------- -------------- --------------
B 384,113 B 227,445 B -- B 729,500 B1,341,058
============== ============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
CREDITED/
(CHARGED) TO
ARISING ON STATEMENT
AT DECEMBER 31, ACQUISITION OF OF AT DECEMBER 31,
1997 SUBSIDIARY UTILIZED OPERATIONS 1998
--------------- -------------- -------------- -------------- ---------------
BAHT'000 BAHT'000 BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C> <C> <C>
Allowance for:
Doubtful accounts (note 6).............. B 106,504 B 274,204 B -- B 22,190 B 402,898
Slow moving and obsolete inventories
(note 13)............................. 61,790 -- -- 41,407 103,197
Refundable VAT (note 7)................. 87,114 173,253 -- 257,428 517,796
Deferred taxes.......................... 1,085,650 905,534 -- 781,197 2,772,381
-------------- -------------- -------------- -------------- --------------
B1,341,058 B 1,352,991 B -- B1,102,222 B3,796,272
============== ============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
CREDITED/
(CHARGED) TO
ARISING ON STATEMENT
AT DECEMBER 31, ACQUISITION OF OF AT DECEMBER 31,
1998 SUBSIDIARY UTILIZED OPERATIONS 1999
--------------- -------------- -------------- -------------- ---------------
BAHT'000 BAHT'000 BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C> <C> <C>
Allowance for:
Doubtful accounts (note 6).............. B 402,898 B -- B (195,396) B 30,108 B 237,610
Slow moving and obsolete inventories
(note 13)............................. 103,197 -- -- 142,030 245,227
Refundable VAT (note 7)................. 517,796 -- -- (3,026) 514,770
Deferred taxes.......................... 2,772,381 (150,328) 785,868 3,407,921
-------------- -------------- -------------- -------------- --------------
B3,796,272 B -- B (345,724) B 105,415 B4,405,528
============== ============== ============== ============== ==============
</TABLE>
F-71
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. TANGIBLE FIXED ASSETS
Tangible fixed assets and the movements comprise (in thousands):
<TABLE>
<CAPTION>
FURNITURE,
LEASEHOLD LEASED TRANSMISSION ASSETS UNDER FIXTURES, AND
IMPROVE- TRANSPONDER & RECEIVING CONCESSION OFFICE ASSETS UNDER
MENTS EQUIPMENT EQUIPMENT AGREEMENTS EQUIPMENT CONSTRUCTION TOTAL
--------- ------------ ------------ ------------ ------------- ------------ -----------
BAHT'000 BAHT'000 BAHT'000 BAHT'000 BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C> <C> <C> <C> <C>
AS AT JANUARY 1, 1998
Cost....................... B 11,839 B1,928,981 B 2,579,906 B 930,227 B 125,475 B 237,327 B 5,813,755
Accumulated depreciation... (10,354) (97,143) (804,661) (634,445) (87,878) -- (1,634,481)
-------- ---------- ----------- ---------- --------- --------- -----------
Net book amount............ 1,485 1,831,838 1,775,245 295,782 37,597 237,327 4,179,274
-------- ---------- ----------- ---------- --------- --------- -----------
Opening net book amount.... 1,485 1,831,838 1,775,245 295,782 37,597 237,327 4,179,274
Additions.................. 98,468 -- 807,756 3,753 88,927 8,004 1,006,908
Acquisition of
subsidiaries............. 10,192 -- 1,339,256 65,364 67,326 7,632 1,489,770
Disposals--net............. -- -- -- -- -- -- --
Write-off of lost and
impaired assets.......... -- -- (123,970) (232,626) (7,309) -- (636,905)
Depreciation charge........ (385) (166,531) (307,851) (53,830) (33,030) -- (561,627)
-------- ---------- ----------- ---------- --------- --------- -----------
Closing net book amount.... 109,760 1,665,307 3,490,436 78,443 153,511 252,963 5,750,420
======== ========== =========== ========== ========= ========= ===========
AS AT DECEMBER 31, 1998
Cost....................... 131,120 1,928,981 4,942,506 1,032,639 432,386 252,963 8,720,595
Accumulated depreciation... (21,360) (263,674) (1,452,070) (954,196) (278,875) -- (2,970,175)
-------- ---------- ----------- ---------- --------- --------- -----------
Net book value............. 109,760 1,665,307 3,490,436 78,443 153,511 252,963 5,750,420
======== ========== =========== ========== ========= ========= ===========
TRANSACTIONS DURING THE
YEAR ENDED DECEMBER 31,
1999
Opening net book amount.... 109,760 1,665,307 3,490,436 78,443 153,511 252,963 5,750,420
Additions.................. 2,740 -- 224,267 76,941 15,665 -- 319,613
Reclassification........... 11,500 -- 136,565 -- 57,000 (205,065) --
Disposals--net............. -- -- (75,165) -- (840) -- (76,005)
Write-off of lost and
impaired assets.......... -- -- (131,699) -- -- -- (131,699)
Depreciation charge........ (32,867) (166,531) (1,264,022) (40,856) (80,189) -- (1,584,465)
-------- ---------- ----------- ---------- --------- --------- -----------
Closing net book amount.... 91,133 1,498,776 2,380,382 114,528 145,147 47,898 4,277,864
======== ========== =========== ========== ========= ========= ===========
AS AT DECEMBER 31, 1999
Cost....................... 145,360 1,928,981 5,303,338 1,109,581 504,212 47,898 9,039,370
Accumulated depreciation... (54,227) (430,205) (2,922,956) (995,053) (359,065) -- (4,761,506)
-------- ---------- ----------- ---------- --------- --------- -----------
Net book value............. B 91,133 B1,498,776 B 2,380,382 B 114,528 B 145,147 B 47,898 B 4,277,864
======== ========== =========== ========== ========= ========= ===========
</TABLE>
In the year ended December 31, 1999 a subsidiary identified Baht 131.7
million of equipment rented to subscribers which could not be recovered. The
subsidiary has written off the full carrying value of such equipment in the year
ended December 31, 1999, and the allowance was charged to the statement of
operations in selling, general and administrative expenses.
As set out in note 3 in the year ended December 31, 1999 a subsidiary,
Satellite Services Company Limited revised the useful life of decoder equipment
included in transmission and receiving equipment from 10 years to 5 years.
In the year ended December 31, 1998 UBC announced its intention to cease
offering pay television services distributed through the analogue Multichannel,
Multi-Point Distribution Service ("MMDS")
F-72
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. TANGIBLE FIXED ASSETS (CONTINUED)
network as it considered the continued use of the analogue MMDS network had
ceased to be economically viable. In recognition of this intention the Company
reviewed the carrying amount of certain concession assets related to the
analogue MMDS network and wrote off Baht 232.6 million in recognition of
permanent impairment of these assets. UBC completely ceased to offer the MMDS
service in February of 1999.
In the year ended December 31, 1998 a subsidiary identified Baht 124.0
million of equipment rented to subscribers which would not be recovered. The
subsidiary has written off the full carrying value of such equipment in the year
ended December 31, 1998, and the allowance was charged to the statement of
operations in selling, general and administration expenses.
The Company entered into a transponder lease agreement with a related
company in September 1997 to procure transponder space on the related company's
satellite for provision of its Digital Direct To Home Service. Under the
agreement the Company secures the right to use six non-preemptible unprotected
Ku-band transponders for an initial term expiring in November 2008, with an
option to renew the agreement under certain terms and conditions for the
remaining operational life of the satellite. The related company ceased to be a
related party during 1999.
The Company has accounted for the transponder lease agreement as a finance
lease with effect from the date of the agreement, September 26, 1997.
Commitments for minimum rentals under non-cancellable finance and operating
leases as at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
FINANCE OPERATING
FOR THE YEARS ENDED DECEMBER 31: LEASES LEASES
-------------------------------- ----------- ----------
BAHT'000 BAHT'000
<S> <C> <C>
2000........................................................ B 505,144 B 811,000
2001........................................................ 505,144 811,000
2002........................................................ 505,144 811,000
2003........................................................ 505,144 70,167
2004........................................................ 505,144 --
2005 and after.............................................. 1,978,482 --
----------- ----------
Total minimum lease payments................................ 4,504,202 B2,503,167
==========
Less: amount representing interest.......................... (2,402,218)
-----------
Present value of finance lease liabilities.................. B 2,101,984
===========
</TABLE>
The finance leases bear interest at 20% as of December 31, 1999. The
weighted average interest rate was 20%.
F-73
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. GOODWILL
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
-------------- --------------
BAHT'000 BAHT'000
<S> <C> <C>
AT JANUARY 1
Cost.............................................. B3,336,320 B 420,576
Accumulated amortization.......................... (202,671) (13,155)
-------------- --------------
Net book value.................................... 3,133,649 407,421
============== ==============
Opening net book value.............................. 3,133,649 407,421
Additions........................................... 23,511 2,915,744
Amortization charge................................. (254,133) (189,516)
-------------- --------------
Net book value...................................... 2,903,027 3,133,649
============== ==============
AT DECEMBER 31
Cost.............................................. 3,359,831 3,336,320
Accumulated amortization.......................... (456,804) (202,671)
-------------- --------------
Net book value.................................... B2,903,027 B3,133,649
============== ==============
</TABLE>
12. PROGRAM AND FILM RIGHTS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
-------------- --------------
BAHT'000 BAHT'000
<S> <C> <C>
AT JANUARY 1
Cost.............................................. B2,109,657 B1,343,184
Accumulated amortization.......................... (1,880,545) (1,110,332)
-------------- --------------
Net book value.................................... 229,112 232,852
============== ==============
Opening net book value.............................. 229,112 232,852
Additions........................................... 645,061 498,689
Acquisition of subsidiary........................... -- 116,588
Amortization charge................................. (621,839) (619,017)
-------------- --------------
Net book value...................................... 252,334 229,112
============== ==============
AT DECEMBER 31
Cost.............................................. 2,754,718 2,109,657
Accumulated amortization.......................... (2,502,384) (1,880,545)
-------------- --------------
Net book value.................................... B 252,334 B 229,112
============== ==============
</TABLE>
F-74
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. INVENTORIES
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1999 1998
------------- -------------
BAHT'000 BAHT'000
<S> <C> <C>
Aerials............................................... B 27,580 B 24,217
Digital Direct to Home equipment...................... 96,533 81,913
Decoders and associated components.................... 149,546 190,041
Inventories in transit................................ 2,085 7,142
Other................................................. B 1,672 B 1,469
------------- -------------
277,416 304,782
Less: Allowance for slow moving and obsolete
inventories......................................... (245,227) (103,197)
------------- -------------
B 32,189 B 201,585
============= =============
</TABLE>
During the year ended December 31, 1999 the Company recorded an allowance of
Baht 149.5 million against certain receiving equipment on the identification of
technological obsolescence. This allowance has been charged to selling, general
and administrative expenses. Included in inventory are inventories carried at
Baht nil with a cost of Baht 245.2 million at December 31, 1999 and Baht nil
with a cost of Baht 103.2 million at December 31, 1998.
14. ACCRUED EXPENSES
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
------------ ------------
BAHT'000 BAHT'000
<S> <C> <C>
Accrued concession fee................................. B257,796 B213,721
Trade accruals......................................... 448,914 582,365
------------ ------------
B706,710 B796,086
============ ============
</TABLE>
15. OTHER CURRENT LIABILITIES
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
------------ ------------
BAHT'000 BAHT'000
<S> <C> <C>
Deferred revenue....................................... B333,297 B100,894
Other current liabilities.............................. 135,160 97,443
------------ ------------
B468,457 B198,337
============ ============
</TABLE>
F-75
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. FINANCE LEASE OBLIGATIONS
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1999 1998
--------------- --------------
BAHT'000
<S> <C> <C>
Finance lease liabilities--minimum lease
payments......................................... B 4,504,202 B4,900,448
Future finance charges on finance lease............ (2,402,218) (2,775,246)
--------------- --------------
Present value of finance lease liabilities......... 2,101,984 2,125,202
--------------- --------------
Representives:
Current liabilities................................ 92,965 74,581
Non-current liabilites............................. 2,009,019 2,050,621
--------------- --------------
Present value of finance lease liabilities......... 2,101,984 2,125,202
=============== ==============
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1999 1998
--------- ---------
BAHT'000 BAHT'000
<S> <C> <C>
The present value of finance lease liabilities may be
analyzed as follows:
Not later than 1 year.................................. 92,965 74,581
Later than 1 year and not later than 5 years........... 625,684 501,957
Later than 5 years..................................... 1,383,335 1,548,664
--------- ---------
2,101,984 2,125,202
========= =========
</TABLE>
17. OTHER LIABILITIES
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
------------ ------------
BAHT'000 BAHT'000
<S> <C> <C>
Deposits received from customers....................... B207,625 B177,322
Others................................................. 222 4,370
------------ ------------
B207,847 B181,692
============ ============
</TABLE>
Customer deposits are received on initial installation and are refundable to
the customer on cancellation of service.
F-76
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. DEFERRED TAXATION
The deferred taxation relates to the temporary differences between the book
values and the tax bases of assets and liabilities. Significant components of
the Company's deferred taxation liabilities and assets are summarized below:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
--------------- ---------------
BAHT'000 BAHT'000
<S> <C> <C>
DEFERRED TAXATION LIABILITIES
Claims against customers........................... B -- B (16,731)
DEFERRED TAXATION ASSETS
Leased tangible fixed assets....................... 180,962 138,869
Accounts receivable and other assets............... 71,283 120,869
Inventories........................................ 73,568 30,959
Film and Program rights............................ 27,086 55,774
Other claims....................................... 58,752 159,171
Purchased fixed assets............................. 328,951 78,190
Concession tangible fixed assets................... 208,599 209,907
Tax loss carryforwards............................. 2,458,720 1,995,373
--------------- ---------------
Gross deferred taxation assets..................... 3,407,921 2,789,112
--------------- ---------------
Net deferred taxation assets....................... 3,407,921 2,772,381
Less: Valuation allowance.......................... (3,407,921) (2,772,381)
--------------- ---------------
Net deferred tax assets............................ B -- B --
=============== ===============
</TABLE>
The Company has raised a valuation allowance against the net deferred
taxation asset as in management's estimate it is more likely than not that the
deferred taxation asset will not be realized, due to the historical operating
losses incurred by the Company's operations and the timing limits on the tax
loss carryforwards that arose on these losses.
The Group has tax loss carry forwards in Thailand of approximately Baht
8,195,733 thousand. A summary of the tax loss carry forwards and the expiring
dates at December 31, 1999 are set out below:
<TABLE>
<CAPTION>
BAHT'000
---------
<S> <C>
2000........................................................ 445,024
2001........................................................ 1,335,977
2002........................................................ 2,097,548
2003........................................................ 2,745,959
2004........................................................ 1,571,225
---------
8,195,733
=========
</TABLE>
Under the Thai Revenue Code all companies are taxed as separate entities
with no relief available for groups.
F-77
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. MINORITY INTEREST
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
------------ ------------
BAHT'000 BAHT'000
<S> <C> <C>
As at January 1........................................ B105,045 B190,903
Acquisition of additional shares in Satellite Service
Co., Ltd. (note 4)................................... 23,510 (49,595)
Share of net loss of subsidiaries...................... (40,533) (36,263)
------------ ------------
As at December 31...................................... B 88,022 B105,045
============ ============
</TABLE>
20. SHAREHOLDERS' EQUITY
SHARE CAPITAL
On March 25, 1997, the shareholders at the Extraordinary Meeting passed a
resolution to approve the issuance of 8,000,000 common shares to sell
specifically to the new strategic partner at Baht 80 per share. The issuance of
those new shares was registered with the Thai Ministry of Commerce on June 18,
1997.
On July 30, 1997, the shareholders at the Extraordinary meeting passed a
resolution to approve the decrease of authorized share capital from 100,000,000
common shares of Baht 10 par value to 81,000,000 common shares of Baht 10 par
value, and to increase the authorized share capital from 81,000,000 common
shares of Baht 10 par value to 500,000,000 common shares of Baht 10 par value.
The shareholders, at the meeting referred to above, also passed a resolution to
approve the issuance and offer 162,000,000 new common shares to the existing
shareholders at the rate of 1 old share for 2 new shares. Accordingly,
62,200,690 newly issued common shares issued for cash consideration of Baht
622.0 million, were registered with the Thai Ministry of Commerce on
September 12, 1997, while another 99,799,310 newly issued common shares issued
for cash consideration of Baht 998.0 million, were registered with the Thai
Ministry of Commerce on September 22, 1997.
On March 27, 1998, the shareholders at the Extraordinary meeting passed a
resolution to approve the decrease of authorized share capital from 500,000,000
common shares of Baht 10 par value to 243,000,000 common shares of Baht 10 par
value, and to increase the authorized share capital from 243,000,000 common
shares of Baht 10 par value to 780,782,376 common shares of Baht 10 par value.
The increase of authorized share capital was registered with the Ministry of
Commerce on March 31, 1998. The shareholders also passed a resolution to approve
the issuance of 237,782,376 new common shares to sell specifically to a new
strategic partner at Baht 15 per share, and authorized the Executive Committee
to allot new common shares but not exceeding 150,000,000 shares for selling to
the existing shareholders, and to issue new common shares but not exceeding
150,000,000 shares for selling specifically to other strategic partners, at the
price and at the time to be deemed appropriate. The aforementioned 237,782,376
shares were issued and sold to the new strategic partner and registered with the
Ministry of Commerce on May 7, 1998.
On April 30, 1998, the Executive Committee passed a resolution to approve
the issuance of 110,018,850 new common shares and to offer to the existing
shareholders at the rate of 4.37 old shares for 1 new share, Baht 20 per share.
Such ratio is based on 243,000,000 common shares which have been officially
registered with the Ministry of Commerce for their issuance, plus 237,782,376
new common shares for the new strategic partner as discussed in the previous
paragraph. According to the aforesaid offer, only 77,940,202 common shares were
subscribed by the existing common shareholders and the said
F-78
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. SHAREHOLDERS' EQUITY (CONTINUED)
newly issued shares were registered with the Ministry of Commerce on June 15,
1998. Certain existing shareholders, as agreed by the Executive Committee
Meeting on June 9, 1998, had subsequently subscribed another 32,050,992 common
shares which had not been subscribed by other shareholders as part of the rights
offer, at Baht 20 per share. The said newly issued shares were registered with
the Ministry of Commerce on July 10, 1998.
On June 10, 1998, the shareholders at the Extraordinary meeting passed a
resolution to approve the issuance of 60,000,000 common shares to sell
specifically to an existing major shareholder at Baht 25 per share. The newly
issued shares were registered with the Ministry of Commerce on July 3, 1998.
On July 10, 1998, the Executive Committee Meeting, in accordance with the
Extraordinary Shareholder Meeting on March 27, 1998 and the Executive Committee
on April 30, 1998, approved the allocation of up to 90 million new ordinary
shares, of Baht 10 par value, to Institutional Investors by way of private
placement, at a price of no less than Baht 24 per share. The said newly issued
shares were fully subscribed and subsequently registered with the Ministry of
Commerce on July 29, 1998. The premium on share capital in respect of the offer
of 50 million shares issued to institutional investors and registered with the
Ministry of Commerce on July 29, 1998 is net of management and underwriting
commission and selling commission incurred in the offer amounting to some Baht
74.67 million.
All shares are ordinary and rank equally for rights to dividends and
distribution.
LEGAL RESERVE
The legal reserve of the Company was established in accordance with the
provisions of the Thai Public Company Limited Act B.E. 2535, which requires the
appropriation as legal reserve of at least 5% of net income for the year until
the reserve reaches 10% of the authorized share capital. This reserve is not
available for dividend distribution.
21. NET SALES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1999 1998 1997
-------------- -------------- --------------
BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C>
Subscription revenues................... B3,531,221 B2,433,811 B1,136,152
Equipment installation.................. 221,769 194,541 74,673
Other services.......................... 192,305 146,501 60,602
-------------- -------------- --------------
B3,945,295 B2,774,853 B1,271,427
============== ============== ==============
</TABLE>
F-79
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
22. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses are arrived at after charging:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C>
Staff costs................................................. B377,124 B305,772 B209,250
Advertising costs........................................... 185,775 124,039 139,326
</TABLE>
23. FINANCIAL RESULTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1999 1998 1997
--------- --------- -----------
BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C>
Foreign exchange gain/(loss)............................. B (8,263) B 296,191 B (825,364)
--------- --------- -----------
Interest income.......................................... 85,142 104,140 69,722
--------- --------- -----------
Interest expense
- related party borrowings............................. (1,246) (24,719) --
- FINANCE LEASES....................................... (433,465) (463,910) (282,248)
- OTHER................................................ (76) (28,266) (3,670)
--------- --------- -----------
Total interest expense................................... (434,787) (516,895) (285,918)
--------- --------- -----------
Net financial results.................................... B(357,908) B(116,564) B(1,041,560)
========= ========= ===========
</TABLE>
24. INCOME TAXATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C>
Taxation
Current in respect of prior years......................... B1,853 B1,762 B1,968
Deferred.................................................. -- -- --
------ ------ ------
Charged against income...................................... B1,853 B1,762 B1,968
====== ====== ======
</TABLE>
F-80
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
24. INCOME TAXATION (CONTINUED)
The difference between income taxation expense computed at statutory rates
of the respective companies (30%) and income taxation expense provided on
results are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998 1997
--------- --------- ---------
BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C>
Income taxation at statutory rates......................... B(879,094) B(886,694) B(687,913)
Timing differences......................................... 314,500 (23,750) 312,570
Permanent differences
Non deductible goodwill amortization..................... 76,240 56,855 3,947
Taxes written off........................................ 30,615 29,820 79,776
Other permanent differences.............................. (11,776) 20,584 27,948
Current year tax losses carry forwards..................... 471,368 804,947 265,640
--------- --------- ---------
Income taxation expense.................................... B 1,853 B 1,762 B 1,968
========= ========= =========
</TABLE>
F-81
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
25. RELATED PARTY TRANSACTIONS
The Company entered into transactions and has balances with a number of
related parties. The transactions with related parties are summarized below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------
1999 1998 1997
-------------- -------------- ------------
BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C>
RELATED PARTY AND THE NATURE OF THE RELATIONSHIP AND
TRANSACTIONS
TELECOM HOLDINGS CO., LTD AND ITS GROUP COMPANIES, A
SHAREHOLDER DURING 1998 AND 1999
SERVICE RECEIVED
Equipment rental and installation services................ B 109,200 B -- B --
Cable network utilization services...................... 780,000 520,000 --
-------------- -------------- ------------
889,200 520,000 --
-------------- -------------- ------------
SHIN CORPORATIONS PUBLIC CO., LTD. AND ITS GROUP
COMPANIES, A SHAREHOLDER OF THE COMPANY FOR THE PERIODS
TO MARCH 1999
SERVICES PROVIDED
Commission.............................................. -- 4,120 --
Sponsorship............................................. -- -- 2,457
-------------- -------------- ------------
-- 4,120 2,457
-------------- -------------- ------------
SERVICES RECEIVED
Transmission services................................... -- 549,160 79,291
Equipment rental and other services..................... -- 372,690 72,014
Consulting and management services...................... -- 12,990 46,964
Interest................................................ -- 15,040 282,248
Commission.............................................. -- 11,950 10,647
Advertising............................................. -- 9,730 50,809
-------------- -------------- ------------
-- 971,560 541,973
-------------- -------------- ------------
MIH LTD AND ITS GROUP COMPANIES, A SHAREHOLDER IN 1997,
1998 AND 1999.
SERVICES RECEIVED
Operating system services Interest Consulting and
management services................................... 26,579 1,360 --
1,380 -- --
121,800 -- 35,869
-------------- -------------- ------------
B 149,759 B 1,360 B 35,869
-------------- -------------- ------------
Total revenue generated from related parties.............. B -- B 4,120 B 2,457
============== ============== ============
Total expenses incurred through related parties........... B1,038,959 B1,492,920 B577,842
============== ============== ============
</TABLE>
F-82
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
25. RELATED PARTY TRANSACTIONS (CONTINUED)
In the year ended December 31, 1997 the Company purchased film and program
rights from a shareholder. The cost of these rights of Baht 196.69 million was
capitalized as film and program rights and amortized in accordance with the
Company's accounting policy.
Transactions with related parties are carried out on a basis agreed between
the parties.
Balances with related parties are summarized below:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
------------ ------------
BAHT'000 BAHT'000
<S> <C> <C>
AMOUNT DUE FROM RELATED COMPANIES
Telecom Holdings Co., Ltd............................ B 1,906 B 58,370
Shin Corporations Public Co., Ltd.................... -- --
MIH Ltd.............................................. 68,885 27
------------ ------------
TOTAL DUE FROM RELATED COMPANIES..................... 70,791 58,397
============ ============
AMOUNT DUE TO RELATED COMPANIES
Telecom Holdings Co., Ltd............................ 369,390 617,958
Shin Corporations Public Co., Ltd.................... -- 105,800
MIH Ltd.............................................. 38,110 23,980
SHORT-TERM LOANS AND ADVANCES
Telecom Holdings Co., Ltd............................ -- 2,810
Shin Corporations Public Co., Ltd.................... -- 1,830
MIH Ltd.............................................. 25,334 23,950
------------ ------------
TOTAL DUE TO RELATED COMPANIES....................... B432,834 B776,328
============ ============
</TABLE>
In February 1997, UBC Cable Public Company Limited, (formerly UTV Cable
Network Public Company Limited), which became the Company's subsidiary as from
May 4, 1998, sold its multimedia network and associated assets to a related
company, subsidiary of Telecom Holding Co., Ltd. Under the terms of the sale and
purchase agreement, both parties agreed to adjust the selling price to the
appraisal value to be determined by an independent appraiser. UBC Cable Public
Company Limited has set up a liability of approximately Baht 195.9 million to
cover the difference between the selling price, Baht 2,482.4 million, and the
lower appraised value of assets, approximately Baht 2,286.6 million. The Company
has not as yet received a final invoice from Telecom Holding Co. Ltd, such
invoice should be provided in the near future after Telecom Holding Co. Ltd has
completed discussions with the independent appraiser.
Shin Corporations Public Co., Ltd. ceased to be a related company during the
three month period ended March 31, 1999.
Commitments and contingencies with related parties are set out in detail in
Note 26.
F-83
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
26. COMMITMENTS AND CONTINGENCIES
(A) MCOT CONCESSION AGREEMENT
The Company and UBC Cable Network Public Company Limited, have concession
agreements with the Mass Communications Organization of Thailand ("MCOT") to
provide subscriber-based television services. Under the terms of the agreements,
dated April 17, 1989 and June 6, 1994 respectively and amendments dated May 19,
1994 and November 9, 1994 respectively which will expire on September 30, 2014
and December 31, 2019 respectively, the Company and UBC Cable have certain
commitments, including to acquire, install, manage and maintain the
subscriber-based television service systems and to transfer to MCOT all headend
and studio equipment pertaining to such systems. In addition, the Company and
UBC Cable are committed to pay annual fees to MCOT at the rate of 6.5% of
subscription and installation fees or the minimum amount as prescribed in the
agreements.
(B) CAPITAL EXPENDITURE COMMITMENTS
Capital expenditure contracted for at the balance sheet date but not
recognized in the financial statements is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
------------ ------------
BAHT'000 BAHT'000
<S> <C> <C>
THAI BAHT THOUSAND
DTH equipment.......................................... B 9,053 B --
Intangible assets -- programming....................... 194,472 477,971
------------ ------------
B203,525 B477,971
============ ============
US DOLLARS THOUSAND (EXCHANGE RATE: 37.58 THAI BAHT PER
U.S. DOLLAR AT DECEMBER 31, 1999)
DTH equipment.......................................... $ 5,866 $ --
Intangible assets -- programming....................... 25,514 14,233
------------ ------------
$ 31,380 $ 14,233
============ ============
POUND STERLING THOUSAND (EXCHANGE RATE: 60.13 THAI BAHT
PER POUND STERLING)
Intangible assets -- programming....................... PD 65 PD 33
------------ ------------
PD 65 PD 33
============ ============
</TABLE>
At December 31, 1999 and 1998 the Company and its subsidiaries had
commitments with overseas suppliers to acquire television programming via
satellite. Costs of programs acquired vary with the number of subscribers.
At December 31, 1999 and 1998 the Company and its subsidiaries had other
commitments with other companies for other transactions in the ordinary course
of business amounting to approximately Baht 423.7 million (1998: Baht 426.8
million).
F-84
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
26. COMMITMENTS AND CONTINGENCIES (CONTINUED)
At December 31, 1999 and 1998 the Company and its subsidiaries had
commitments with banks whereby the latter issue letters of guarantees in respect
of customs duties and other transactions in the ordinary course of business
amounting to approximately Baht 41.0 million (1998: Baht 41.3 million).
COMMITMENTS WITH RELATED PARTIES
Commitments with related parties are as follows:
a) A subsidiary has entered into a multimedia network service agreement
with a related company, Asia MultiMedia Company Limited, a subsidiary of
Telecom Holdings Company Limited, for a period of 5 years which expires
on May 4, 2003, with options to renew. The subsidiary is committed to
paying fees in respect of the agreement amounting to approximately Baht
65.0 million per month where subscribers connected to the network do not
exceed 165,000. The excess of 165,000 subscribers will be charged at the
rate of Baht 140 per subscriber per month.
b) In February 1997, UBC Cable, (formerly UTV Cable Network Public Company
Limited), which became the Company's subsidiary as from May 1, 1998, sold
its multimedia network and associated assets to a related company. As
part of the sale, UBC Cable assigned its rights and obligations to the
aforesaid related company in respect of agreements with contracts
relating to the buildout of the multimedia network. In terms of the
assignment UBC Cable guarantees the obligations assigned. UBC Cable has
full recourse against the assignee. Management does not have access to
sufficient information to reliably quantify the potential obligations
under the guarantees and management is not aware of any claims resulting
from such guarantees.
F-85
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. CASH FLOWS GENERATED FROM OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1999 1998 1997
--------------- --------------- ---------------
BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss before tax and minority interest............. B(2,928,459) B(2,953,883) B(2,291,074)
Adjustments for:
Depreciation of tangible fixed assets............... 1,584,465 561,627 369,113
Amortization of goodwill............................ 254,133 189,516 13,155
Amortization of film and program rights............. 621,839 619,017 164,607
Interest on finance lease........................... 433,465 463,910 282,248
Accounts receivable write-off and allowance......... 30,108 20,605 39,854
Unrealized foreign exchange (gains)/losses.......... 42,369 (635,887) 759,333
Tangible fixed assets write-off..................... 131,699 363,905 80,873
Increase in inventory allowance..................... 142,030 41,407 24,322
Increase in allowance for refundable VAT............ (3,026) 260,808 87,114
(Increase)/decrease of accounts receivables......... (46,936) 74,540 167,545
(Increase)/decrease in other current assets......... (164,518) (558,905) (60,324)
Increase in amounts owing by related parties........ (12,394) 50,667 17,104
Decrease in inventories............................. 27,366 61,582 117,681
(Increase)/decrease in other assets................. 36,380 (16,574) 477,098
Increase /(decrease) in payables.................... 306,254 (840,943) 2,391,282
Increase/(decrease) in accrued expenses............. (87,311) 424,230 72,754
Increase/(decrease) in amounts owing to related
parties........................................... (343,494) 327,486 38,709
Increase/(decrease) in other payables............... 296,279 (15,503) (341,862)
--------------- --------------- ---------------
NET CASH FROM/(USED IN) OPERATING ACTIVITIES.......... B 320,249 B(1,562,395) B 2,409,532
=============== =============== ===============
</TABLE>
28. FINANCIAL INSTRUMENTS
FOREIGN CURRENCY RISK
In order to manage the risks arising from fluctuations in currency exchange
rates the Company and its subsidiaries adopt the following foreign currency risk
management practices:
- entering into foreign exchange contracts
- to the extent that approval is granted by the Bank of Thailand, the
Company retains funds raised in U.S. dollars by capital increases and
loans from foreign shareholders in U.S. dollars
- negotiating payment terms for foreign currency settlements on an
individual transaction basis
- negotiating with foreign suppliers to share the foreign exchange exposure
Transaction risk is calculated in each foreign currency and is projected six
months forward. Exchange rates are monitored and forecasting information
supplied by recognized research and financial analysis is used to estimate the
future exchange rates. These are compared against premiums on forward exchange
contracts and after making adjustments for the related risk a decision is taken
on whether to cover foreign currency transactions.
F-86
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
28. FINANCIAL INSTRUMENTS (CONTINUED)
There are no open foreign exchange contracts at December 31, 1999 and 1998.
Transactions if hedged with forward exchange contracts are not hedged on a
net basis but rather on a transaction by transaction basis.
At December 31, 1999 and 1998 the Company and its subsidiaries had
outstanding foreign currency assets and liabilities as follows:
<TABLE>
<CAPTION>
1999 1999 1998 1998
-------- -------------- -------- --------------
CURRENCY THAI BAHT CURRENCY THAI BAHT
THOUSAND THOUSAND THOUSAND THOUSAND
-------- -------------- -------- --------------
<S> <C> <C> <C> <C>
ASSETS
U.S. dollars...................................... 37,910 B1,411,473 65,770 B2,398,724
Deutsche marks.................................... -- -- 50 1,087
-------------- --------------
1,411,473 2,399,811
============== ==============
LIABILITIES
U.S. dollars...................................... 56,536 2,131,961 10,777 397,564
Pounds sterling................................... 166 10,158 291 18,093
Deutsche marks.................................... 22 623 104 2,300
Hong Kong dollars................................. -- -- 31 148
-------------- --------------
B2,142,742 B 418,105
============== ==============
</TABLE>
Foreign currency assets represent U.S. dollar deposits with foreign and
local banks for the future payments of foreign currency liabilities, whilst the
above foreign currency liabilities represent trade accounts payable, advances
from related companies and other payables. The foreign currency liabilities have
been hedged using the foreign currency assets above.
FAIR VALUES
The carrying amount of cash and cash equivalents, approximates fair value
due to the short maturities of these instruments. The value of long-term debt is
estimated using discounted cash flows based on the
F-87
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
28. FINANCIAL INSTRUMENTS (CONTINUED)
Company's incremental borrowing rates for similar types of borrowings. A
comparison of the carrying value and fair value of these instruments is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
--------------------------------- ---------------------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
--------------- --------------- --------------- ---------------
BAHT'000 BAHT'000 BAHT'000 BAHT'000
<S> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents................ B 1,848,116 B 1,848,116 B 2,849,173 B 2,849,173
Accounts receivable...................... 180,488 180,488 163,660 163,660
Amounts owing by related parties......... 1,487 1,487 58,397 58,397
Other accounts receivable................ 23,140 23,140 30,282 30,282
LIABILITIES:
Accounts payable, accruals, and other
current liabilities.................... 2,070,079 2,070,079 1,595,176 1,595,176
Amounts owing to related parties......... 432,834 432,834 776,328 776,328
Short-term borrowings.................... 92,965 222,267 74,581 149,001
Long-term debt........................... 2,009,019 2,779,127 2,050,621 2,624,877
Deposits from customers.................. 207,625 207,625 177,322 177,322
</TABLE>
CREDIT FACILITIES
At December 31, 1999, the Company had overdraft borrowing facilities of Baht
16 million and decoder rental funding facilities in an aggregate amount equal to
Baht 169.9 million with various financial institutions.
Unused credit lines relate to short term borrowings and comprise Baht 1,089
thousand as at December 31, 1999. Terms and conditions of the short-term loan
facilities are not specified and are subject to mutual agreement between the
Company, its subsidiaries, and lenders, if required.
CREDIT RISK
The Company is exposed to certain concentration of credit risk relating to
its cash and current investments. The Company places its cash and current
investments with high quality institutions. The Company's policy is designed to
limit exposure with any one institution and to invest its excess cash in low
risk investment accounts. The Company has not experienced any losses on such
accounts. As of December 31, 1999, cash and current investments were held with
numerous financial institutions.
29. PENSION FUNDS
The Company operates a provident fund, which is a defined contribution plan,
the assets of which are held in a separate trustee-administered fund. The
provident fund is funded by payments from employees and by the relevant Group
companies. Current contributions to the pension funds operated for employees are
charged to the Statement of Operations as incurred and amounted to Baht 8.0
million, Baht 3.6 million and Baht 4.5 million during 1999, 1998 and 1997,
respectively. Included in creditors at December 31, 1999 is contributions
payable of Baht 3.9 million in respect of employer contribution to the schemes.
F-88
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
30. DIFFERENCES BETWEEN IAS AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES
The Company's consolidated financial statements are prepared in accordance
with IAS.
Under IAS the Company does not capitalize interest attributable to
construction in progress. Interest capitalization in required under generally
accepted accounting principles in the United States ("U.S. GAAP"). The
reconciliation of net loss and shareholders' equity as of December 31, 1999 and
1998 and for the years then ended, shown below, includes the effect of this
difference.
Under US GAAP, film and program rights of Baht 143.0 million and Baht 162.5
million as of December 31, 1999 and 1998 respectively, would be classified as
current assets.
RECONCILIATION OF NET LOSS:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 1998
--------------- ---------------
BAHT'000 BAHT'000
<S> <C> <C>
Net loss under IAS.......................................... B(2,889,779) B(2,919,382)
U.S. GAAP adjustment:
Capitalization of interest................................ 5,811 56,036
Depreciation of capitalized interest...................... (14,554) --
--------------- ---------------
Comprehensive and net loss under U.S. GAAP.................. B(2,898,522) B(2,863,346)
=============== ===============
Weighted average common shares outstanding (thousands)...... 740,774 525,156
Basic and diluted net loss per share under U.S. GAAP........ B (3.91) B (5.45)
</TABLE>
RECONCILIATION OF SHAREHOLDERS' EQUITY:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1999 1998
-------------- --------------
BAHT "000 BAHT "000
<S> <C> <C>
Total shareholders' equity under IAS........................ B5,044,812 B7,934,591
U.S.GAAP adjustment:
Capitalization of interest, net............................. 58,215 66,958
-------------- --------------
Total shareholders' equity under U.S. GAAP.................. B5,103,027 B8,001,549
============== ==============
</TABLE>
Under IAS we recognized write-offs of tangible fixed assets in accordance
with the provision of IAS 36 "Impairment of assets", which requires that an
impairment write-off is recorded if the carrying value of the asset exceed the
value in use of the assets, which is calculated based on the discounted future
cashflows generated by the assets. Under U.S. GAAP, based on the provision of
SFAS 121 "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF", an asset is only considered impaired if the carrying
value of the asset exceeds the undiscounted future cashflows generated by the
asset.
If an assets is considered impaired, the amount of the impairment is
calculated as the difference between the carrying value and the fair value of
the asset under IAS and U.S. GAAP. We recorded certain write-offs regarding
assets that we considered impaired under IAS and U.S. GAAP as a result of which
no reconciling item was recorded in the U.S. GAAP reconciliation.
F-89
<PAGE>
UNITED BROADCASTING CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
30. DIFFERENCES BETWEEN IAS AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (CONTINUED)
The following are certain additional disclosures required under U.S. GAAP.
(A) CERTAIN RISKS AND CONCENTRATIONS
The Company's digital programming is or will be transmitted to certain
customers through satellites. In addition, the Company receives a significant
amount of its programming through satellites. Satellites are subject to
significant risks that may prevent or impair commercial operations. These
services are provided to the Company through one Satellite service provider.
Although the Company has not experienced any significant disruption of its
transmissions, the operation of satellites is beyond the control of the Company.
Disruption of the transmissions of satellites could have a material adverse
effect on the Company.
The Company's analogue and digital programming is or will be transmitted to
certain customers through a cable network. The cable network is used by the
Company through a lease agreement with the owner of the network. Although the
Company has not experienced any significant disruption of its transmissions, the
operation of the network is beyond the control of the Company. Disruption of the
transmissions through the cable network could have a material adverse effect on
the Company.
(B) RECENTLY ISSUED ACCOUNTING STANDARDS
SFAS No.133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES,"
as recently amended, is effective for fiscal years beginning after June 15,
2000. It will be effective for the Company's financial statements for the year
ended December 31, 2001. This Statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. If certain conditions are met, a derivative may
be specifically designated as (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment,
(b) a hedge of the exposure to variable cash flows of a forecasted transaction,
or (c) a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. Management is currently
assessing the impact of adopting this Statement on its financial statements.
F-90
