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TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
FINANCIAL STATEMENTS
(1st
January 2013 – 31st December 2013)
CONTENTS Pages
BOARD OF DIRECTORS’ ANNUAL REPORT 1-23
AUDITOR’S REPORT 24-25
STATEMENT OF COMPREHENSIVE INCOME 26-27
STATEMENT OF FINANCIAL POSITION 28
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY 29
STATEMENT OF CASH FLOWS 30
1. GENERAL INFORMATION 31
2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL
REPORTING STANDARDS 32-34
3. SIGNIFICANT ACCOUNTING POLICIES 35
3.1. Statement of compliance 35
3.2. Historical cost convention 35
3.3. Investments in associates 35
3.4. Foreign currency transactions and balances 35-36
3.5. Borrowing Costs 36
3.6. Programme and film rights 37
3.6.1. Self-owned television programmes 37
3.6.2. Licensed third parties’ TV programmes 37
3.7. Depreciation and Amortisation 38
3.8. Taxation 39
3.9. Inventories 40
3.10. Provisions 40
3.11. Revenues recognition 40
3.12. Impairment of assets 40
3.13. Trade receivables 40
3.14. Investments 41
3.15. Cash and cash equivalents 41
3.16. Bank Loans 41
3.17. Trade creditors 41
3.18. Patents and trademarks 42
3.19. Retirements benefits 42
3.20. Chance in Accounting Policy 42
4. SEGMENT INFORMATION 43
5. FINANCIAL ASSETS 43
5.1.Financial assets 43
5.1.1 Financial assets at fair value through profit or loss 43
5.1.2 Held-to-maturity investments 43
5.1.3 Available-for-sale financial assets 43
5.1.4 Loans and receivables 44
5.1.5 Impairment of financial assets 44
5.2.Financial liabilities and equity instruments issued by the Group 44
5.2.1 Equity instruments 44
5.2.2 Financial liabilities 45
5.2.2.1 Financial liabilities at fair value through profit and loss 45
5.2.2.2 Other financial liabilities 45
5.3.Derivative financial instruments 45
6. CRITICAL ACCOUNTING JUDGMENTS AND MANAGEMENT’S ESTIMATION 46
7. DIVIDENDS 46
8. REVENUE 47
9. OPERATING EXPENSES 47
10. OTHER EXPENSES 48
11. OTHER INCOME 48
12. TAXATION 49-50
13. INTANGIBLE ASSETS-PROGRAMME RIGHTS 51
14. TANGIBLE ASSETS 52
15. INVESTMENTS-SHARES IN ASSOCIATED AND SUBSIDIARY COMPANIES 53-54
16. OTHER FINANCIAL ASSETS 54
17. TRADE AND OTHER RECEIVABLES 54-55
18. DEFERRED TAXES 55-56
19. PREPAID PROGRAMME RIGHTS AND SUNDRY EXPENSES 57
20. CASH AND CASH EQUIVALENT 57
21. SHARE CAPITAL 57-60
22. RESERVES 60
23. LONG TERM LIABILITIES 61
23.1. Debenture Loans 62-63
23.2. Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’ 63-64
24. TRADE AND OTHER PAYABLE 65
24.1. Taxes and duties 65
24.2. Other creditors 66
24.3. Accrual expenses 66
25. SHORT TERM BORROWING 67
26. ISSUED SHARES 67
27. LOSSES PER SHARE 68
28. FINANCIAL INSTRUMENTS 69
28.1 Significant accounting policies 69
28.2. Fair value of financial instruments 69
28.3. Financial risk management objectives 70
28.4 Market –Foreign currency 70
28.5 Interest rate risk management 70-71
28.6 Credit risk management 71
28.7Liquidity risk management 72-73
29. EFFECTS OF THE AMENDED IAS 19 74-75
30. CONTINGENT LIABILITIES 76
31. FINANCIAL COMMITMENTS 76
32. REMUNERATION OF EXECUTIVES AND MANAGEMENT 76
33. RELATED PARTIES TRANSACTIONS 77
34. EVENTS AFTER THE STATEMENT OF FINANCIAL POSITION DATE 78
35. APPROVAL OF FINANCIAL STATEMENTS 79
36. TABLE OF USE OF FUNDS RAISED 80
REPORT OF FACTUAL FINDINGS 81-82
Page 1
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL”
BOARD OF DIRECTORS
DECLARATION
in accordance with Article 4 § 2 Law 3556/2007 on the company’s financial statements and
Board of Directors Report
Members of the Board of Directors:
1. Stavros P.Psicharis, President of the Board of Directors
2. Athanasios G.Andreoulis, Managing Director
3. Antonios T.Theocharis, Member of the Board of Directors
We declare that:
a. the consolidated and separate financial statements of the period 1st January 2013 to 31
st December
2013, which were prepared in accordance with the prevailing Accounting Standards, fairly present
the assets and Liabilities, the net worth and the income statement of Teletypos S.A. and of the
subsidiary entity which is included in the consolidated financial statements, as a whole
b. the Board of Directors Report on the consolidated and individual financial statements fairly
present, the performance and the financial position of Teletypos S.A., and of the subsidiary entity
which is included in the consolidated financial statements as a whole.
Athens, 06/03/2014
Stavros P.Psicharis
President of the Board of Directors
Athanasios G. Andreoulis
Managing Director
Antonios T.Theocharis
Member of the Board of Directors
Page 2
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to
December 31st 2013
The Board of Directors’ Annual Report refers to the financial year of 2013. The Financial Statements are
in accordance with the provisions of the Law 3556/2007 as well as the relevant decisions of the Hellenic
Capital Market Committee and especially the decision 7/448/11.10.2008 and the interpretation circular
number 595/ 12.2.2008
A. Summarised report of the financial statements of the parent company and of the group for the
accounting year 1/1-31/12/2013
B. Major risks and uncertainties
C. Related party transactions
D. Events after the balance sheet date
E. Financial instruments
F. Company’s prospects
G. Activities in the field of research and development
H. Branches
I. Corporate Governance
J. Explanatory report
Page 3
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
A. Summarized report of the financial statements of the parent company and of the group for the
period 1/1-31/12/2013
A1. Company
Statement of financial position
Total current assets for 2013 is 101,9 million euro from 96,7 million euro in 2012. 38,2% of the current
assers are programme. Investments in programme and tangible assets for 2013 amount to 22,9 million
euro of which the purchase of programme rights embedded in depreciation policy of seven (7) years
from the first screening is 15.7 million euros from 24.8 and 16.6 million respectively in 2012
Total equity of the company is (in thousands euro):
2013 2012
Balance 31/12 (previous period) 42.322 53.283
Revaluation reserves from shares 48 23
Share capital increase 14.750 10.079
Adjustments for IFRS 19 1.546 1.279
Losses of the year (21.340) (22.342)
37.326 42.322
The short-term borrowings in 2013 amount to 88 million euro from 88.6 million euro in 2012. 53% of the
short-term borrowings refer to trade and other payables and the 47% refers to short-term borrowings.
Long-term liabilities is a debenture loan of 98.000.000 euro. The loan has a floating interest rate, based
on 6month Euribor plus spread 6%. The duration is 48 months. *The banks that participated in the loan
are Alpha Bank, Piraeus bank, Eurobank Ergasias bank and National Bank. Alpha Bank is the
administrative bank. The loan is payable in six instalments as follows:
Date of Payment Long-term Short-term Total
Portion Portion
Debenture Loan 28-Jun-14 0 2.940.000 2.940.000
Debenture Loan 28-Dec-14 0 5.880.000 5.880.000
Debenture Loan 28-Jun-15 5.880.000 0 5.880.000
Debenture Loan 28-Dec-15 8.820.000 0 8.820.000
Debenture Loan 28-Jun-16 8.820.000 0 8.820.000
Debenture Loan 28-Dec-16 59.780.000 0 59.780.000
Total 83.300.000 8.820.000 92.120.000
Issuance expenses of the loan** (1.018.385) - (1.018.385)
82.281.615 8.820.000 91.101.615Total long-term liabilities
Page 4
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1
st to December
31st 2013
* All manner requirements of bondholders arising or will arise from the Debenture Loan will be secured
by:
First-mortgage prenotation amounting € 5,000,000 on the property of the company.
-Pledge / assignment of receivables amounting to a minimum of € 10,000,000
-Pledge of 600,000 common shares of the subsidiary company "TILETYPOS CYPRUS 'of nominal value
€ 1,71 each.
-Future collateral on property rights of the company.
Pledging / assignment of rights to the film library valued annually at values not less than € 115,000,000.
-Lien on the domestic trademark "MEGA". The trademark was never evaluated.
-Pledge / assignment of receivables from insurance contract with ETHNIKH INSURANCE COMPANY.
** For financial instruments carried at amortized cost, such as loans, transaction costs are included when
calculating the amortized cost using the effective interest rate, and in fact are amortized through the
income statement over the life of the instrument. The difference between the actual and the nominal
interest rate is 0.6 percentage points.
* On 07.11.2013 the company prepaid bonds amounting to 5.88 million euro of initial expiration date of
28/12/2013.
The total bank loans in 2013 is 123,7 million euro from 123,5 million euro in 2012, whereas the net bank
loans in 2013 is 115,5 million euro from 116.6 million euro in 2012.
Page 5
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1
st to December
31st 2013
Statement of Comprehensive Income
The turnover of the parent company was decreased 8,2% reaching 76,6 million euro compared to 83.5
million euro in 2012. This decrease is due solely to the general economic crisis of the global markets
which affected the Greek advertising market.
2013 2012 %
(in million
euros)
(in million
euros)
Programme cost 53,8 50,9 5.7%
Cost of News Bulleting & Technical Support 29,1 33,6 -13.3%
Cost of Sales 82,9 84,5
Administration Expenses 5,1 5,6 -10.2%
Distribution Expenses 2,2 2,3 -1.7%
Total 7,3 7,9
Programme cost increased by 2.9 million euro (-5.7%) whereas cost of news bulletins & technical support
decreased by 4,5 million euro (-13.3%)
Administrative and selling and distribution expenses were reduced by 7.8% in the year 2013 compared to
the year 2012 .
In 2013 Teletypos S.A. reported losses after taxation of 21.34 million euro. Analytically, the results of
2013 in comparison with those of 2012 are:
2013
(million euro)
2012
(million euro)
Earnings/(Losses) before tax and dividends (23,99) (20,50)
Income taxation and other taxes 2,65 (3,34)
Dividend of subsidiary Teletypos Cyprus Ltd 0 (1,5)
Earnings- Losses after tax (21,34) (22,34)
Page 6
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1
st to December
31st 2013
Taxation
The company has closed its open tax years up to the year 2009.
The last tax audit was for the years 2005, 2006, 2007, 2008 and 2009 and it was completed in 2011. The
additional taxes were due to expenses which were not considered by the tax auditors as tax allowable.
Nevertheless, the management has its own reservations. The additional taxes per year are as follows:
The sum of the tax obligations are going to be paid in 36 settlements.
Payment due 31/12/2013 2.146.407
Outstanding payment 0
The nature of accounting differences as computed by tax authorities which allows to management the
option of not accepting them as basis. For this reason no provision has been made for contingent liability
for the open tax years.
The nature of the expenses which were considered by the tax authorities as non tax allowable allows to
management the expectation that similar expenses cannot be considered as basis for additional taxes for
the open tax years as well. Therefore no provision has been made as contingent liability for the open tax
years.
For the period 01/01/2011 to 31/12/2011 and for the period 01/01/2012 to 31/12/2012 tax audit has been
conducted by the auditors in accordance with Article 82 § 5 of Law 2238 and tax certificate has been
issued without qualification.
For the period 01/01/2013 to 31/12/2013 the tax audit from the auditors is in progress and until the
signing date of the financial statements it had not been completed.
Year Tax obligation
(in euro)
2005 481,536
2006 537,925
2007 415,352
2008 370,978
2009 340,616
2,146,407
Page 7
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
A2. Group
Statement of financial position
According to the 12th consolidated statement of financial position with the 100% subsidiary Teletypos
Cyprus LTD on 31.12.2013, the total current assets amounted to 102.6 million euro compared to 97.9
million euro in 2012.
Equity amounts to 39.2 million euro compared to 43.2 million euro in 2012. Short-term liabilities
amounted to 85,9 million euro, 52% of which relates to suppliers from 87,8 million euro in 2012.
Statement of Comprehensive Income
Consolidated turnover was decreased by 8,7% amounted to 77.3 million euro compared to 84.6 million
euro in 2012. Teletypos’ Cyprus LTD turnover is exclusively derived from the selling of rights, to
television channels.
Consolidated results after taxation were losses of 20,4 million euro compared to losses of 22,2 million
euro in 2012.
Financial Ratios
The following table presents the main financial ratios of the Company.
a. Profitability ratios
31.12.2013 31.12.2012
Parent Consolidated Parent Consolidated
Return on equity 57,17% 52,16% 52,79% 51,37%
b. Liquidity ratios 31.12.2013 31.12.2012
Parent Consolidated Parent Consolidated
Current ratio 1,16 1,19 1,09 1,11
Page 8
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
c. Financial leverage ratios
31.12.2013 31.12.2012
Parent Consolidated Parent Consolidated
Debt to equity ratios 4,76 4,48 4,43 4,32
Total debt to EBIDTA 5,78 5,54 5,48 5,44
EBIDTA to interest charges 3,16 3,26 3,64 3,66
B. Major risks and uncertainties
Market – Foreign currency
The company’s activities are mainly in the domestic market. The fluctuations between currency exchange
rate have effect only at the acquisition of foreign programme which is expressed in currency other than
euro. The company does not enter into any derivative financial instrument to manage its exposure since it
considers that the risk is immaterial.
The following table gives an indication of the impacts of dollar exchange rate fluctuations on the
company’s earnings and equity.
Sensitivity Analysis of Changes in dollar exchange rates
Foreign
currency
Dollar
Indicative changes
of exchange rates
Impact on in the
profit before tax
(euro)
Impact on the
equity
(euro)
Year 2012 US$ 1% 20.000 20.000
-1% (20.000) (20.000)
Year 2013 US$ 1% 20.000 20.000
-1% (20.000) (20.000)
The above mentioned calculations are based on the assumptions that all variables are unchanged except
of the fluctuation of euro-dollar exchange rates.
Interest rate risk
The company is exposed to interest rate risk as it borrows long-term funds at floating interest rate. The
risk is managed by the group by the use of interest rate swap contracts. These hedging actions are being
evaluated periodically in order to estimate their effectiveness.
The following table presents an indication of the impacts of interest rate fluctuations on the company’s
earnings and equity.
Page 9
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report
for the period January 1st to December 31
st 2013
Interest rate
fluctuation
Impact on the profit
before tax
(euro)
Impact on the equity
(euro)
Year 2012 +1% (1.065.000) (1.065.000)
-1% 1.065.000 1.065.000
Year 2013 +1% (1.070.000) (1.070.000)
-1% 1.070.000 1.070.000
The above mentioned calculations are based on the assumptions that the company’s borrowing is the
same in both nature and sizes as that of 2013 and 2012.
Credit risk management
Credit risk refers to the possibility of non-collectability of trade receivables generated from the normal
activities of the Company:
In the year 2013, although the recession and lack of liquidity still holds, the credit risk has decreased.
The doubtful receivables, pertaining to long outstanding checks receivable and outstanding current
advertising balances for companies who face financial difficulties amounted to 8,5 million euro in 2011,
2,8 million euro in 2012 and 0,48 thousands in 2013.
Nevertheless, the Company has taken the following precautions and adopted the following policy to
minimize the credit risk as follows:
- continuous evaluation of the customers credit rating
- decrease in the credit period granted for receivables
- partial guarantee provided by the customers
- partial insurance cover of receivables
Additionally, credit risk exposure is limited, since trade receivables consist of a large number of
customers and there is no dependence on specific customers.
Liquidity risk management
The company manages the liquidity risk firstly through managing credit period granted to customers and
credit period given by suppliers. Additionally it manages liquidity risk through managing cash resources
available (cash and banks), and the availability of bank credit facilities if the need arises. The continuous
monitoring of budget performance and the actions taken in case of fluctuations between budget and actual
ensures proper balance of cash inflows and outflows.
The tables below are indicative of the settlement dates of the liabilities and receivables of the company
and of the group.
Page 10
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013 A. LIABILITIES
COMPANY
31/12/2012 Within one year
From 1 to 5
years After 5 years Total
Loans 32.814.510 90.675.535 - 123.490.045
Suppliers and others 55.754.868 0 8.381.601 64.136.470
TOTAL 88.569.378 90.675.535 8.381.601 187.626.515
31/12/2013
Loans 41.402.078 82.281.615 - 123.683.693
Suppliers and others 46.613.542 481.000 6.853.102 53.947.664
TOTAL 88.015.620 82.762.615 6.853.102 177.631.337
GROUP
31/12/2012 Within one year
From 1 to 5
years After 5 years Total
Loans 32.814.510 90.675.535 - 123.490.045
Suppliers and others 55.014.126 0 8.381.601 63.395.727
TOTAL 87.828.636 90.675.535 8.381.601 186.885.772
31/12/2013
Loans 41.402.078 82.281.615 - 123.683.693
Suppliers and others 44.502.334 481.000 6.853.102 51.836.436
TOTAL 85.904.412 82.762.615 6.853.102 175.520.129
B. RECEIVABLES
The invoicing / credit policy followed by the company is cash sales and sales on credit. Cash
sales are completed with the collection of the total invoiced amount within 30 days from the
issue of the invoice, and sales on credit are completed with VAT collection in 30 days from the
issue of the invoice and the collection of the remaining amount in 160 days.
Debtors’ balances at 31/12/2013 are not covered by any form of collateral.
Maturity of the outstanding debtors’ balances is grouped within 12 months and there are no other
material outstanding balances beyond 6 months.
On 31/12/2013 the total of receivables that were characterized as doubtful were:
Clients 5.798.467
Checks delayed 10.525.829
Fund of Newspapers’ Staff of Athens and Salonika
(Advertising Stamp Duty) 988.848
17.131.144
Page 11
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1
st to December
31st 2013
Towards the doubtful receivables mentioned above, a provision of € 17.313.144 has been created.
Apart from the doubtful debts there are no other receivables on delay.
Working Capital
Given what is mentioned above, and the possibility of the continuing recession and prevailing public
policy. It is forecasted that in the forthcoming 12 months the working capital would not be sufficient for
the company to operate. The deficiency in the working capital would be covered through an increase in
the share capital and the better management of receivable and payables (if needed).
Uncertainties faced
The company operates in an environment that is characterised by continuous monitoring from the
Government and a strict legal environment. The product generated is subject to social evaluation criteria
and the competition is high. There is uncertainty regarding the level of broadcasting which is a major
factor relating to income generated. The company has history of a number of years and is well established
and therefore the risk in this area is low.
C. Related party transactions
Related parties, apart from the company TELETYPOS CYPRUS Ltd. (100%) and the company Logos
Cyprus (25%), there are companies on which member of the Board of Directors exercise significant
influence (Transactions with subsidiary company have been eliminated in the consolidation).
Substantial transactions with related parties are as follows:
Programme production Payable
1/1-31/12/13 1/1-31/12/12 1/1-31/12/13 1/1-31/12/12
ANOSI S.A. 6.573.724 6.185.054 10.225.355 9.902.569
ATA S.A. 2.815.760 3.088.473 4.723.774 4.719.420
Page 12
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
The above companies activities are in the specified sector of programme production and are subsidiaries
of the main shareholders, while having common members in their Board of Directors with those of the
company itself. All transactions are at arms length and according to the adopted invoicing policy.
There were not change on the transactions described in the last annual report that had any major impact
on the financial position and on the company’s and group’s performance during the current financial
year.
D. Important events after the balance sheet date
There are no events after the balance sheet date which affect the company and disclosure of which is
required by the International Financial Reporting Standards.
a) At 19/02/2014 the proceedings of the 10/2/2014 Board of Directors of Teletypos S.A. was registered
at General Electronic Commercial Registry (G.E.MI.) with a registration number 160286, according to
which:
a) Athanasios Andreoulis was elected as a member of the Board of Directors as a replacement of
Antonios Theocharis which resigned at 07/02/2014. Antonios Theocharis was elected as an independent
non-executive member as a replacement of Georgios Aidinis which resigned at 07/02/2014.
b) The new Board of Directors is as follows:
Stavros P. Psicharis - Chairman, non-executive member
Athanasios G.Andreoulis - CEO , executive member
Elias E.Tsigas - Non-executive member
Georgios F. Bobolas - Non-executive member
Fotios G.Bobolas - Non-executive member
Panagiotis S.Psicharis - Non-executive member
Antonios T.Theocharis - Independent non-executive member
Georgios I.Prouanidis - Independent non-executive member
Τhe Board of Directors will be in office until 01/07/2018.
β) At 10/02/2014 702.420 euro were debited to the bank account of ‘DIGITAL PROVIDER S.A.’ as a
result of the approval of a share capital increase from the Board of Directors of 4.500.000 euro which was
taken at 16/09/2013. The amount of 702.420 euro corresponds to the participation of Teletypos S.A. in
the share capital increase. Until the day of the approval of the company’s financial statements the share
capital increase has not been completed.
Page 13
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
E. Financial instruments
Significant accounting policies
Accounting policies adopted in reference with the financial instruments including the criteria for the
recognition, the basis of measurement and the basis on which income and expenses are recognised in
respect of each class of financial assets, financial liability and equity instrument, are disclosed in note 5 to
the financial statements of 31/12/2013.
Group Company
Categories of financial instruments 31.12.13 31.12.12 31.12.13 31.12.12
Financial Assets
Receivables (including cash and cash
equivalents) 63.018.719 57.085.639 62.279.808 55.894.740
Available-for-sale financial assets 156.512 85.103 156.512 85.103
Financial Liabilities
Carrying amounts of payables (including loans) 175.520.129 186.885.772 177.631.337 187.626.514
Fair value of financial instruments
The management of the company considers that the carrying amount of the financial liabilities recognised
in financial statements do not materially differ from their fair values.
Exceptionally investment in shares of a company listed in Athens Stock Exchange is measured at the
closing value of 31/12/2013.
Page 14
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
F. Company’s prospects
Business Prospects
Along with its dominance in advertising market, MEGA is also competitive in television broadcasting
ratings. In 2013 Mega maintained its leading position in total audience (20,0%) leading by 2,2%
difference from the second channel (Antenna). Also, in full day and specifically in commercial audience
(people aged 15-44) Mega remains first since 2005 (audience share 19%). Finally, in 2013 its commercial
audience in the prime time zone Mega maintained its first ranking with 23,2%.
Total day – Total audience
2011 2012 2013
Μega 20,0% 21,6% 20,0%
Antenna 17,0% 16,8% 17,8%
Alpha 13,1% 12,0% 13,9%
Star 10,4% 10,7% 10,7%
Net** 7,6% 8,1% 6,2%
ΣΚΑΙ 5,6% 7,9% 9,6%
ΕΔΤ* - - 4,0%
ΕΤ3** 3,3% 3,8% 3,5%
ET1** 2,3% 3,1% 2,9%
Alter 7,0% 0,0% 0,0% Source: Νielsen Audience Measurement
Total day – Commercial audience (15-44)
2011 2012 2013
Μega 18,9% 20,4% 19,0%
Antenna 17,8% 17,3% 18,2%
Alpha 14,6% 13,2% 14,9%
Star 13,6% 14,3% 13,4%
ΣΚΑΙ 6,2% 7,3% 7,9%
Net** 5,0% 5,2% 3,6%
ΕΔΤ* - - 2,5%
ET1** 1,8% 2,6% 2,3%
ΕΤ3** 1,9% 2,1% 1,9%
Alter 5,4% 0,0% 0,0% Source: Νielsen Audience Measurement
Prime time (21:00 - 23:59) – Commercial audience (15-44)
2011 2012 2013
Μega 23,1% 25,1% 23,2%
Antenna 19,0% 17,1% 17,0%
Alpha 14,6% 11,2% 13,7%
Star 12,6% 13,6% 13,4%
Net** 5,3% 5,9% 4,9%
ΣΚΑΙ 5,3% 5,6% 6,4%
ΕΔΤ* - - 3,1%
ET1** 1,6% 3,4% 3,0%
ΕΤ3** 1,7% 2,0% 2,1%
Alter 3,4% 0,0% 0,0% Source: Νielsen Audience Measurement
*ΕΔΤ: from 10/7/2013
**ΕΡΤ: from 11/6/2013
Page 15
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
In 2010 Mega achieved the highest share in the daily total, as well as in the population total (20,5%) since
1999 with a difference of 4,7% from the second channel (Antenna). In the commercial audience (15-44
years old) Mega was first in comparison with the rest of the channels for the 6th consecutive year with
19,8% in the daily total, with a 2,1% difference from the second (Antenna). For the time margin between
18:00 and 20:00 Mega had the highest share for the station since 17 years ago (39,4%). In the meantime
Mega achieved taking 4 out of 5 positions in the TOP 5 of favorite programmes both in total as well as in
the 15-44 year old audience with the series “The Island”, the tele-movie“50-50, The Great Feast”, the
series “The Life of the Other” and the greek movie “My daughter’s marriage”. The series “The Island”
has been the most successful plot programme for 10 years now, with a share of 30% or 3.053.000 average
spectators. As far as the news bulletin is concerned, the main news bulletin has been the first for five
consecutive years with an average television share of 24,5%.
In 2011 Mega achieved the highest share in the daily total with a share of 20% for the 6th consecutive
year. In the commercial audience (15-44 years old) Mega remained first in comparison with the rest of
the channels for the 7th consecutive year with 18,9% in the daily total. In the prime-time zone, Mega
remained first for the 5th consecutive year with a share of 22,4%, the highest share since 2003.In the
meantime Mega achieved taking 4 out of 5 positions in the TOP 5 of favorite with the series “The
Island”, “Back home”, “The Life of the Other” and “Clinical Case”. As far as the news bulletin is
concerned, the main news bulletin has been the first for five consecutive years with an average television
share of 26,1%.
In 2012, Mega remained first with the highest share in the daily total (21,6%) for the 7th consecutive year,
whereas in the commercial audience (15-44 years old) Mega remained first for the 8th consecutive year.
In the prime time zone (21:00-24:00), Mega was first for the 6th consecutive year with a share 23,1%.
Similar to 2011, in 2012 four and the five positions in the TOP 5 of favorite series belong to Mega: “The
Life of the Other”, “Clinical Case”, “The King”, and “Back home”. As far as the news bulletin is
concerned, the main news bulletin has been the first for sixth consecutive years with an average television
share of 27,6%.
In 2013 Mega remained first with the highest share in the daily total (20,0%) for the 8th consecutive year.
In the commercial audience 15- 44, Mega remained first for the 9th consecutive year with 19,0%. In the
price time zone (21:00- 24:00) Mega was first for the 7th consecutive year with a share of 21,3%. In
2013, three out of the five positions in the TOP 5 of favorite series belong to Mega: «Master Chef 2»
(32,7%), «With the pants down» (33,4%) και «The House of Emma» (32,9%). As far as the news bulletin
is concerned, the main news bulleting has been the first for the 7th consecutive year with an average
television share of 23%.
Page 16
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
Goals for 2014:
Total advertising spending for the TV sector in 2014 is expected to range from -4% to +2%.
The first and foremost objective is to ensure adequate cash resources and liquidity to the
company
To achieve the above goals the Company is performing the following:
To decrease the credit with its customers by reducing the number of days of credit granting
To maintain its first place in the television view and in the advertising section
To further reduce the total cost and maintain the quality of the programs and the technological
infrastructure.
To maintain the quality of the staff and the other associates.
G. Activities in the field of research and development
For the internally generated intangible assets (own produced programme i.e. TV movies, series,
entertainment programmes, talk shows, sports, variety shows) the company implements the
provisions of IAS 38 by accounting research costs as expenses (Concept and scene selection and
rates of series promoting the program, audience appreciation, etc.) and capitalizing development
costs (the own produced programme) if they meet all the criteria for recognition laid down in IAS
38.
Expenses for research for the year 2013 amount to € 4.772 thousands and for development to
€22.519 thousands.
H. Branches
The company has a branch in Thessaloniki without significant activities.
I. Corporate Governance
i. Code of Corporate Governance
The company in accordance with what is stipulated in law number 3873/2010 has electronic adopted
voluntarily and has applied the code of Corporate Governance. This code is displayed in the site of the
company www.megatv.com.
ii. Practical corporate Governance matters which the company applies in addition to what is
stipulated in the law.
The company has not adopted additional practices other than those provided by the law.
Page 17
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
iii. Description of the main characteristics of the system of internal control and risk management of
the company, in relation to the procedures applied in the preparation of the Company’s and the
Consolidated Financial Statements.
System of Internal Control
The Board of Directors recognizes its responsibilities for the preparation of the financial statements. For
this purpose it has implemented procedures that will enable the financial statements to be prepared on a
timely basis, be free of misstatements and be reliable at the same time. Prerequisite to that is the adoption
of a reliable Accounting System, through which will expedite the preparation of the financial information
and economic transactions and enable management to derive essential management information.
The main features of the system are:
Organization chart
Division of responsibilities
Sequence of controls and
Management information system
The company has an explicit organization chart with a discrete chain of command and lines of authority
and responsibilities.
The description of positions held and associated responsibilities are stated in detail and are firmly stated,
in a degree that easies the periodical rotation of personnel to prevent the non segregation of duties and
responsibilities.
The system ensures the segmentation of responsibilities at the level of operation of duties of the
individual staff, the presence of audit procedures exercised by the internal audit department to prevent
and detect errors, while protecting the assets of the company through intentional or unintentional
misappropriation.
At the same time the purpose of the system is to achieve periodically timely information for the
management, through a complete Management Information System which includes the following:
Budgeting - Comparison of actual results with the budget on a monthly basis
Interim financial statements and
Managemenent of deviations between actual results and budgeted targets, through investigating
reasons for that and proposing relevant adjustments.
Management Information system
The Financial Department is supported by a reliable Software infrastructure that allows the creation of a
wide database, creating the circumstances for prompt and valid information.
Page 18
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
Internal auditing
There is an internal audit department, which has the suitable qualified staff who perform work according
to set programs and their findings are reported directly to the Board of Directors. This department
performs repetitive detailed reviews of the procedures to be performed relating to the preparing of annual
and interim financial statements, contributing in this way to the objective of their completeness and
reliability.
Risk Management
Through written detailed procedures and delegation of responsibilities associated with close supervision
on a daily basis, the company acts in a preventive basis against unfavourable situations, managing the
risk for errors and non reliable information. In this line, regular meetings have been established,
comprising of the persons involved in the compilation of the Financial Statements, both during the
preparation process and on the finalization. During these meetings views are exchanged and reasons for
deviations between quarterly and actual results are investigated and corrective action is proposed.
iv. Reference to informational evidence (c), (d), (f), (g), and (h) of article 10 of instruction
2004/25/EU, Paragraph 1.
No such information pertains to the company.
v. Information considering how the General Meeting of Shareholders operates and its authority as
well as description of the rights of shareholders and the way they are being exercised
The General Meeting is the highest administrative constitution of the company and it assembles once a
year pursuant to the request of the Board of Directors.
Shareholders who represent the 1/20 of the paid up share capital can summon an assembly of an
Extraordinary General Meeting of the Shareholders to discuss relevant matters.
To ratify important decisions, such as changing the constitution or mergers, it is required that an
additional majority of votes is achieved.
The Board of Directors is responsible for managing the Annual General Meeting and informing the
shareholders about their rights and the agenda of the items to be discussed at the meeting.
Page 19
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
To achieve this, the Board of Directors is required, 20 days prior to calling the Annual General Meeting,
to display on the website of the company in English and Greek the following information:
- The date, the place and the hour of summoning of the General Meeting.
- The Chairman of the Board of Directors, the Managing Director and the CFO will be present at
the Annual General Meeting and will present the agenda of the items to be discussed, answering
the questions addressed to them by the shareholders, clarifying matters arisen.
- At the meeting the Chairman and Managing Director of the Board of Directors temporarily acts
as Chairman and the Legal Advisor of the company acts as the secretary.
- After sanctioning the list of shares that have the right to vote, the Chairman and the secretary are
being elected. The decisions are ratified as stipulated by the Company law and the constitution of
the company.
- A summary of the decisions of the General Meeting can be found at the website of the company,
as a part of the minutes being kept.
- At the General Meeting the Shareholders are either physically present or they can authorize other
persons to represent them.
vi. Composition and operation of the Board of Directors and other administrative, management
and supervisory units or committees of the company.
- Composition and operation of the Board of Directors
The Board of Directors is comprised of five to nine members out of which 7 are non executive
directors. The members are elected from the General Meeting and their tenure is 5 years. The
General Assembly of the 01/07/2013 elected the Board of Directors which is comprised by 8
members.
The members of the Board of Directors as at 31 December, 2013 were:
Stavros Psicharis , Chairman
Elias Tsigas, Managing Director
Antonios Theocharis, Member
Georgios Bombolas, Member
Fotios Bombolas, Member
Panagiotis Psicharis, Member
Georgios Aidinis, Member
Georgios Prousanidis, Member
Page 20
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1
st to December
31st 2013
At 19/02/2014 the proceedings of the 10/2/2014 Board of Directors of Teletypos S.A. was registered at
General Electronic Commercial Registry (G.E.MI.) with a registration number 160286, according to
which the new Board of Directors is as follows:
Stavros P. Psicharis - Chairman, non-executive member
Athanasios G.Andreoulis - CEO , executive member
Elias E.Tsigas - Non-executive member
Georgios F. Bobolas - Non-executive member
Fotios G.Bobolas - Non-executive member
Panagiotis S.Psicharis - Non-executive member
Antonios T.Theocharis - Independent non-executive member
Georgios I.Prousanidis - Independent non-executive member
The new Board of Directors will be in office until 01/07/2018.
The Board of Directors is assembled as a body through the process of election by the members,
Chairman and one or more Vice Chairmen or the Managing Director. In the absence of the
Chairman his position is covered by the Vice Chairman or by the Managing Director in this order
of priority. The Board of Directors may hold a meeting outside the company’s headquarters. The
frequency of the meetings is designated by the business needs. The agenda of matters to be
discussed is decided by the adopted strategy and the importance of the issues that may arise.
The Managing Director briefs the members of the Board of Directors regarding the matters to be
discussed and provides the relevant answers and clarifications to questions raised.
The decisions by the Board of Directors are ratified by the majority of the members mentioned
above and the minutes are signed by its members.
The Board of Directors is being informed periodically for the activities of the Audit Committee.
Through its periodical reports the total work output is being evaluated, and based on historical
data and current facts it is being directed.
The effectiveness of the Board of Directors is a major issue among its members and through
conversations and exchange of opinions, the accuracy of its decisions is judged and future actions
and policies are coordinated, always having in mind its continuous raise of effectiveness.
Page 21
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
Audit Committee
The committee comprises of members of the Board of Directors and their duties are:
a. Supervision of the procedure of the financial information.
b. Supervision of the effective operation of the internal audit and risk management systems, as
well as reviewing the correct operation of the internal auditor unit of the audited
organization.
c. Supervision of the course of the statutory audit of the parent company and the consolidated
financial statements.
d. Review and follow up matters related to the existence and maintenance of the objectivity and
independence of the external auditors.
The members of the Committee are elected by the General Meeting of the Shareholders after a
proposal of the Board of Directors and it comprises of 3 non executive members.
The Committee exercises continuous supervision and organises meetings when it is considered
necessary. At least twice a year it meets with the statutory auditor of the company and it is
informed about matters relating to the audit.
At the 31/12/2013 the members of the current Audit Committee were:
Fotios Bombolas
Georgios Ainidis
Georgios Prousanidis
After the resignation of Mr Georgios Aidinis and the election of a new Board of Directors at
10/02/2014, member of the Audit Committee are:
Fotios Bombolas
Antonios Theocharis
Georgios Prousanidis
The procedures relating to how the Audit Committee operates are displayed in the website of the
company www.megatv.com.
Page 22
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013
1. Remuneration paid either monetary or benefits in kind excluding shares (not relating to
shares) to executive members of the Board of Directors. The yearly remunerations of the members of the Board of Directors are proposed during the
General Meeting and they are approved in advance.
2. Grants in the form of shares or share options (grants to associated titles) for executive
Board of Directors’ members.
No such benefits were granted.
3. Occupational agreements between executive members of the Board of Directors.
No such agreements exist.
4. Compensation for non executive members including the independent members
No such compensation was given.
J. Explanatory report
a. Share Capital Structure.
The share capital of the company amounted to € 30.237.900 divided as 100.793.000 common
shares of nominal value €0,30 each. All the shares carry voting rights and are listed for trading in
the Athens Stock Exchange.
The owner of each share has all the rights that are defined by the Law 2190/1920.
As follows:
- Dividend right which is proposed on occasion by the Board of Directors and determined from
the General Meeting. The distributed dividend can not be smaller than 35% of the net profits.
The dividend is being paid within 2 months after the final decision of the General Meeting.
- Right of return of the contribution in the case of the liquidation of the company.
- Right of preference when the Share Capital is increased.
- Right of participation in the General Meeting, under the condition of the observance of the
procedure.
b. Limits on transfer of Company’s shares.
The Company’s shares may be transferred as provided by the Law, and the Articles of
Association provide no restrictions.
c. Significant direct or indirect participations in the as defined by the articles 9-11 of Law
3556/2007.
According to the shareholders’ book of 31/12/2013, the shareholders that held more than 5% of
the total voting rights are:
Pegasus Publications S.A. 32,73%
Lambrakis Press S.A. 22,11%
Page 23
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Board of Directors’ Annual Report for the period January 1st to December
31st 2013 d. Shareholders with special control rights.
There are no such shares that carry any special control rights
e. Limitation on voting rights.
There are no such limitations.
f. Agreements among shareholders entailing limitations on the transfer of shares or voting
rights.
The company is not aware of any such agreements.
g. Regulations regarding the appointment and replacement of members of the Board of
Directors and the amendment of the Articles of Association deviating from those provided
for in Codified Law 2190/1920.
There are no such regulations that differentiate from those provided for in Codified Law
2190/1920.
h. Authority of the Board of Directors to issue new shares or to purchase their own shares of
the Company, pursuant to article 16 of Codified Law 2190/1920.
1. Following the decision taken by the General Meeting of the shareholders – with a 2/3
majority of votes of its total members –, the Board of Directors has the right to increase the
Share Capital within 5 years, by the issue of new shares. The percentage of that increase may
not exceed the amount of the Share Capital, that was existing at the date that this decision
was taken.
The authority of the Board of Directors, mentioned above, may be renewed from the General
Meeting of the shareholders for a period that can not exceed 5 years, for each renewal.
2. Acquisition is possible with an authorization of the General Meeting of the shareholders and
can not, according to Law, exceed 10% of the existing shares.
i. Significant agreements put in force, amended or terminated in the event of a change in the
control of the Company, following a public offer.
Such agreements do not exist.
j. Compensation agreements with members of the Board of Directors or employees of the
Company in the case of resignation or dismissal without good reasons, termination of their
services, or their occupation due to the public offer.
Such agreements do not exist.
Athens, 6 March 2014
For the Board of Directors
Athanasios G. Andreoulis
Managing Director
Page 24
TRANSLATION FROM THE ORIGINAL
ISSUED IN THE GREEK LANGUAGE
INDEPENDENT AUDITOR'S REPORT
TO THE SHAREHOLDERS OF
TΕLETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL – GREECE”
We have audited the accompanying financial statements and the consolidated financial statements of
TΕLETYPOS TELEVISION PROGRAMMES S.A. “MEGA CHANNEL - GREECE” which comprise
the statement of financial position as at 31 December, 2013, the statement of comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, and a summary of
significant accounting policies and other explanatory notes.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with International Financial Reporting Standards that have been adopted by the European
Union and for such internal control as management determines is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with International Standards on Auditing. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
Page 25
In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control.An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the aforementioned financial statements and the consolidated financial statements give a
true and fair view of the financial position of TΕLETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE” as of 31 December, 2013 and of its financial performance and its cash
flows for the year then ended in accordance with International Financial Reporting Standards that have
been adopted by the European Union.
Emphasis of matter
We draw your attention on the note 1. “General Information” on the financial statements where the
management refers to the contingency of working capital deficiency and the measures which they take to
prevent it. These conditions indicate the existence of a material uncertainly that may cast significant
doubt about the Company’s ability to continue as a going concern.
We have not qualified our opinion in respect of the above issue.
Report on Other Legal and Regulatory Issues
a) Included within the Directors’ Report is the Corporate Governance declaration which contains the
information required by Paragraph 3d, Article 43a of Law 2190/1920.
b) We have confirmed that the information given in the Directors’ Report, is consistent with the
individual and consolidated financial statements in accordance with the requirements of Articles 43a,
108 and 37 of Law 2190/1920.
Piraeus, 10 March, 2014
-
THE CERTIFIED PUBLIC ACCOUNTANT
COSTAS CONSTANTINOU
REG. NO. 33801
MOORE STEPHENS
CHARTERED ACCOUNTANTS
REG. NO. 119
Page 26
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL”
STATEMENT OF COMPREHENSIVE INCOME
1st January – 31st December, 2013
(Expressed in Euro)
GROUP
Notes01.01/
31.12.13
01.01/
31.12.12
Revenues 8 77.264.511 84.634.718
Cost of Sales 9 (83.001.737) (85.472.175)
(5.737.226) (837.457)
Distribution expenses 9 (2.226.310) (2.265.156)
Administration expenses 9 (5.152.826) (5.725.400)
Operating loss (13.116.362) (8.828.013)
Non operating income
Interest received and receivable 97.340 713.511
Profit on disposal of fixed assets 13.220 6.415
Income from securities 1.907 4.275Income from securities 0
Other income 11 2.195.987 4.481.527
2.308.454 5.205.728
Non operating expenses
Interest and similar charges 9 (9.732.210) (9.394.863)
Provisions 17 (480.041) (2.763.059)
Losses on disposal of fixed assets (552) (9)
Other expenses 10 (1.979.766) (887.801)
(12.192.569) (13.045.732)
Loss for the period before tax (23.000.477) (18.834.233)
Income tax 12 2.579.078 (3.373.427)Loss for the period after tax (20.421.399) (22.207.660)
Other comprehensive income
Those that are not recyclable net of tax:
Actuarial gains 3.19 & 23.2 1.546.490 1.278.637
Those that are recyclable net of tax:
Revaluation of shares 47.736 22.851
Total other comprehensive income 1.594.226 1.301.488
Total comprehensive income for the year (18.827.173) (20.906.172)
Losses per share € (note 27) (0,3331) (0,5253)
Notes forming an integral part of the financial statements on pages 31 to 82.
Page 27
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL”
STATEMENT OF COMPREHENSIVE INCOME
1st January – 31st December, 2013
(Expressed in Euro)
COMPANY
Notes
01.01/
31.12.13
01.01/
31.12.12
Revenues 8 76,621,391 83,456,869
Cost of Sales 9 (82,938,837) (84,509,925)
(6,317,446) (1,053,056)
Distribution expenses 9 (2,226,310) (2,265,156)
Administration expenses 9 (5,061,376) (5,639,121)
Operating loss (13,605,132) (8,957,333)
Non operating income
Interest received and receivable 89,374 87,744
Profit on disposal of fixed assets 13,220 12,983
Investment income 0 1,500,000Income from securities 1,907 3,179
Other income 11 1,192,787 1,392,586
1,297,288 2,996,492
Non operating expenses
Interest and similar charges 9 (9,731,490) (9,393,795)
Provisions (480,041) (2,763,059)
Losses on disposal of fixed assets (552) (9)
Other expenses 10 (1,466,785) (887,801)
(11,678,868) (13,044,664)
Loss for the period before tax (23,986,712) (19,005,505)
Ιncome tax 12 2,646,834 (3,336,001)
Loss for the period after tax (21,339,878) (22,341,506)
Other comprehensive income
Those that are not recyclable net of tax: 0
Actuarial gains 3.19 & 23.2 1,546,490 1,278,637
Those that are recyclable net of tax:
Revaluation of shares 47,736 22,851
Total other comprehensive income 1,594,226 1,301,488
Total comprehensive income for the year (19,745,652) (21,040,018)
Losses per share € (note 27) (0.3481) (0.5285)
Notes forming an integral part of the financial statements on pages 31 to 82.
Page 28
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL”
STATEMENT OF FINANCIAL POSITION
31st December 2013
(Expressed in Euro)
Notes 31.12.2013 31.12.2012 31.12.2013 31.12.2012
FIXED ASSETS
Intangible assets – Programme rights 13 100.225.693 121.885.852 100.225.693 121.885.852
Tangible assets 14 7.613.823 8.141.554 7.613.823 8.141.554
Investments in associates 15 954.640 954.640 1.980.640 1.980.640
Deferred taxation 18 2.885.054 791.748 2.885.054 791.748
Other financial assets 16 346.481 413.641 346.481 413.641
Total fixed assets 112.025.691 132.187.435 113.051.691 133.213.435
CURRENT ASSETS
Inventories 427.519 344.190 427.519 344.190
Trade and other receivables 17 54.436.140 48.711.648 54.127.306 48.425.473
Claims against associated companies 19 39.042.049 40.411.088 39.042.049 40.411.088
Prepayments of programme rights & other expenses 181.125 679.925 181.125 679.925
Cash and cash equivalents 20 8.557.966 7.779.168 8.127.888 6.874.444
102.644.799 97.926.019 101.905.887 96.735.120
Total assets 214.670.490 230.113.454 214.957.578 229.948.555
EQUITY AND LIABILITIES
Share capital 21 30.237.900 15.118.950 30.237.900 15.118.950
Share premium 21 39.399.711 39.768.809 39.399.711 39.768.809
Reserves 22 36.939.618 36.891.882 36.939.618 36.891.882
Loss for the period (20.421.399) (22.207.661) (21.339.878) (22.341.507)
3.19&23.2 (47.005.469) (26.344.299) (47.911.110) (27.116.094)
Total Equity 39.150.361 43.227.681 37.326.241 42.322.040
Long-term liabilities 23 89.615.717 99.057.136 89.615.717 99.057.136
SHORT TERM LIABILITIES
Trade and other payables 24 44.502.334 55.014.127 46.613.542 55.754.869
Short term borrowings 25 32.582.078 26.934.510 32.582.078 26.934.510
Long term liabilities payable
next period 23.1 8.820.000 5.880.000 8.820.000 5.880.000
Total Short Term Liabilities
85.904.412 87.828.637 88.015.620 88.569.379
Total equity and liabilites
214.670.490 230.113.454 214.957.578 229.948.555
COMPANYGROUP
(1) The comparative figures have been adjusted where necessary following the adoption of the revised IAS 19. The
Group has estimated and show the effect of changing the 01.01.2012 (note 29) and considers that it is important and therefore
not required to IAS 8 the revision of the balance sheet as of 31.12.2011.
Notes forming an integral part of the financial statements on pages 31 to 82.
TELETYPOS TELEVISION PROGRAMMES S.A. Page 29
“MEGA CHANNEL”
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
31st December 2013
(Expressed in Euro)
Share Share Statutory Other Valuation reserve Loss for Retained
Group Capital premium reserve reserves on listed securities the period earnings/(loss) Total
Equity 31/12/2012
Balance1st January 2012 37.797.375 33.469.247 6.102.831 4.262.805 45.232 0 -27.622.935 54.054.555
Share capital increase 3.779.738 6.299.562 10.079.300
Share capital decrease -26.458.163 26.458.163 0
Loss for the period after tax 22.851 0 1.278.637 1.301.488
Loss for the period -22.207.661 0 -22.207.661
Equity 31/12/2012 15.118.950 39.768.809 6.102.831 30.720.968 68.083 -22.207.661 -26.344.298 43.227.682
Equity 31/12/2013
Balance1st January 2013 15.118.950 39.768.809 6.102.831 30.720.968 68.083 0 -48.551.959 43.227.682
Share capital increase 15.118.950 -369.098 14.749.852
Loss for the period -20.421.399 0 -20.421.399
Loss for the period after tax 47.736 0 1.546.490 1.594.226
Equity 31/12/2013 30.237.900 39.399.711 6.102.831 30.720.968 115.819 -20.421.399 -47.005.469 39.150.361
Share Share Statutory Other Valuation reserve Loss Retained Total
Capital Premium Reserve Reserves on listed securities the period Earnings/(loss)
Equity 31/12/2012
Balance 1st January 2012 37.797.375 33.469.247 6.102.831 4.262.805 45.232 0 -28.394.731 53.282.759
Share Capital increase 3.779.738 6.299.562 10.079.300
Share Capital decrease -26.458.163 26.458.163 0
Loss for the period -22.341.507 0 -22.341.507
Loss for the period after tax 22.851 1.278.637 1.301.488
Equity 31/12/2012 15.118.950 39.768.809 6.102.831 30.720.968 68.083 -22.341.507 -27.116.094 42.322.040
Equity 31/12/2013
Balance 1st January 2013 15.118.950 39.768.809 6.102.831 30.720.968 68.083 0 -49.457.600 42.322.041
Share Capital increase 15.118.950 -369.098 14.749.852
Loss for the period -21.339.878 0 -21.339.878
Loss for the period after tax 47.736 1.546.490 1.594.226
Equity 31/12/2013 30.237.900 39.399.711 6.102.831 30.720.968 115.819 -21.339.878 -47.911.110 37.326.241
Company
Notes forming an integral part of the financial statements on pages 31 to 82.
Page 30
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL”
STATEMENT OF CASH FLOW
1st January – 30th September 2013
(Expressed in ttEuro)
Notes forming an integral part of the financial statements on pages 31 to 82.
31.12.13 31.12.12 31.12.13 31.12.12
Cash flow from operating activities
Loss before taxation (23.000.477) (18.834.234) (23.986.712) (19.005.506)
Adjustments for items not involving the movement of cash
Depreciation and amortisation 13/14 45.054.326 43.925.651 45.054.326 43.925.651
Provisions 1.948.474 739.797 1.948.474 739.797
Translation differences 100.784 (54.718) 100.784 (54.718)
Profit on disposal of fixed assets (110.008) (146.918) (102.041) (1.603.898)
Interest and similar charges 9 9.732.210 9.394.863 9.731.490 9.393.795
Decrease in inventories of spares and consumables (83.329) (532) (83.329) (532)
Increase in stock of programme rights 19 1.369.038 (1.874.998) 1.369.038 (1.874.998)
Increase in debtors and others (5.774.725) (69.742) (5.752.066) (519.714)
(Decrease)/Increase in payables 16 67.160 21.239 67.160 21.239
Decrease of Repayments of borrowings (10.422.119) (17.549.771) (9.000.606) (15.959.474)
Minus:
Interest and similar charges (9.751.424) (10.521.110) (9.750.704) (10.520.041)
Income tax paid (112.105) (1.305.826) (95.396) (1.049.354)
Net Cash Generated by Operating Activities (a) 9.017.805 3.723.701 9.500.418 3.492.247
Cash Flow from investing activities
Investments in tangible and intangible fixed assets 13/14 (22.872.341) (24.755.607) (22.872.341) (24.755.607)
Sale of subsidiaries, affiliates, cooperations and other 14 18.573 25.409 18.573 25.409
Interest 97.340 130.764 89.374 87.745
Dividends paid 0 0 0 1.500.000
Net Cash (used in)/generated by Investing Acitivities (b) (22.756.428) (24.599.434) (22.764.394) (23.142.453)
Cash Flow from Financing Activities
Proceeds from issue of ordinary shares 14.749.852 10.079.300 14.749.852 10.079.300
Proceeds from borrowings 5.927.083 98.000.000 5.927.083 98.000.000
Repayments of borrowings (6.159.515) (93.858.356) (6.159.515) (93.858.356)
Dividends paid 0 (11.073) 0 (11.073)
Net Cash (used in)/generated by Financing Activities (c ) 14.517.420 14.209.871 14.517.420 14.209.871
Net (decreas) /Increase in cash and cash eqyuivalens (a)+(b)+(c ) 778.797 (6.665.862) 1.253.444 (5.440.335)
Cash and cash equivalents at the beginning of the period 7.779.169 14.445.030 6.874.444 12.314.779
Cash and cash equivalents at the end of the period 8.557.966 7.779.168 8.127.888 6.874.444
GROUP COMPANY
Page 31
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE” AND ITS SUBSIDIARY
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
1. General Information
The parent company was incorporated in Athens, Greece in 1989, in accordance with Law
2190/1920 and with a life duration of 50 years. Its life duration can be extended through the
approval of the Shareholder’s General Assembly . The company is listed in the Athens Stock
Exchange.
The parent company operates the private broadcasting channel “MEGA” based on the
19229/1993 operating broadcasting licence. The duration of the broadcasting licence has been
extended by Government law.
The parent company incorporated in 2000 Teletypos Cyprus Ltd. Its investment is stated at
100% of shareholding. The company’s main objective is the trading of television programmes
in Cyprus and in the area of Middle East.
Teletypos Cyprus Ltd is stated in Lefkosia (Cyprus), 8 Kennedi Street.
The company's main objectives are:
- the origination and trading of television programmes
- the installation and operating of television and radio stations throughout Greece
- the establishment, organisation and operation of studios for the production and
marketing of television programmes and advertising clips
The Board of the Athens Stock Exchange based on the ratio results of 2010 to net worth as at
31/12/2010 decided on 8/4/2011 to have the company’s shares under observation.
The financial statements have been approved by the company’s Board of Directors at
06/03/2014. The composition of the Board of Directors is as follows:
Stavros Psicharis - Chairman, non-executive member
Athanasios Andreoulis - CEO , executive member
Georgios Bobolas - Non-executive member
Fotios Bobolas - Non-executive member
Elias Tsigas - Non-executive member
Panagiotis Psicharis - Non-executive member
Antonios Theocharis - Independent non-executive member
Georgios Prousanidis - Independent non-executive member
Going Concern
Despite the accumulated losses, the management is confident that by following the credit
granting and credit policy and with the support of its principal shareholders, as expressed by
successive capital increases, the unhindered operation of the company will be ensured and
will remedy the potential lack of working for next twelve months.
Given the above, the financial statements have been prepared on the going concern basis.
Page 32
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
2. Adoption of new and revised International Financial Reporting Standards
2.1 New and amended standards adopted by the Group / the Company
The Group / The Company has adopted the following new and amended IFRSs, as adopted by the
European Union, as of 1 January 2013:
a. IFRS 7 (amendment), ‘Disclosures – Offsetting Financial Assets and Financial Liabilities’.
The amendment to IFRS 7 requires additional disclosures surrounding the financial assets and
financial liabilities including those that can be set off and presented on a net basis and those that
cannot which are subject to a master netting arrangement.
The amendment does not impact the primary statements, but only the disclosures, which can be found
in note 36.
b. IFRS 13, ‘Fair Value Measurement’. This new standard sets out the principles to be applied
when measuring fair value and related fair value disclosures.
The new standard impacts the disclosures which can be found in notes.
c. IAS 1 (amendment), ‘Presentation of Items of Other Comprehensive Income’. The
amendment requires items of other comprehensive income to be split between those that have the
potential to be recycled to profit or loss and those that do not. The impact of the amendment has
resulted in a change in the presentation for other comprehensive income but not the items reflected
within.
d. IAS 12 (amendment), ‘Deferred Tax: Recovery of Underlying Assets’. The amendment
provides a limited exception for measuring deferred tax liabilities and deferred tax assets when
investment property is measured using the fair value model. The amendment introduces a rebuttable
presumption that the investment property is recovered entirely through sale. Deferred tax on a non-
depreciable asset is also based on recovery through sale. The amendment had no impact on the
Group/ the Company.
e. IAS 16 (amendment), ‘Property, Plant and Equipment’. The Group /the Company undertook
a review of other inventory to ensure that any servicing equipment that would fall to meet the
definition of property, plant and equipment is appropriately classified. This amendment has not had a
material effect on the Group /the Company
f. IAS 19 (revised), ‘Employee Benefits’. The revised standard amends the recognition and
presentation requirements for defined benefit schemes. Past service costs deferred have been
recognised in full as they can no longer be deferred.
Return on plan assets are now recognised based on a rate of interest on a high quality corporate bond,
which is consistent with the measurement for the defined benefit obligation. This amendment had no
impact on the Group/ Company as its defined benefit liabilities are not funded.
Page 33
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
2. Adoption of new and revised International Financial Reporting Standards (cont.)
2.2 Standards, amendments and interpretations to existing standards that are not yet
effective and have not been adopted early by the Group /the Company
The following standards and amendments to existing standards have been published and are
mandatory for accounting periods beginning after 1 January 2013, but which have not been
adopted early by the Group/ the Company :
a. IFRS 9, ‘Financial Instruments’, had an effective date for accounting periods
beginning on or after 1 January 2015. However, the standard since it was originally issued in
November 2009, has undergone subsequent amendments, in October 2009, December 2011
and November 2013. The November 2013 amendment removed the effective date, which
will be added once the standard has been finalised. Currently IFRS 9 outlines the recognition
and measurement of financial assets, financial liabilities and the derecognition criteria for
financial assets. Financial assets are to be measured either at amortised cost or fair value
through profit and loss, with an irrevocable option on initial recognition to recognise some
equity financial assets at fair value through other comprehensive income. A financial asset
currently can only be measured at amortised cost if the Group has a business model to hold
the asset to collect contractual cash flows and the cash flows arise on specific dates and are
solely for payment of principal and interest on the principal outstanding. On adoption of the
standard the Group/ the Company will have to redetermine the classification of its financial
assets specifically for available-for-sale and held-to-maturity financial assets.
Most financial liabilities will continue to be carried at amortised cost, however, some
financial liabilities will be required to be measured at fair value through profit and loss (for
example derivatives) with changes in the liabilities’ credit risk to be recognised in other
comprehensive income.
The derecognition principles of IAS 39, ‘Financial Instrument: Recognition and
Measurement’ have been transferred to IFRS 9. There is unlikely to be an impact on the
Group/ the Company from this section of the standard when it is applied.
The hedge accounting requirements issued in November 2013, have been liberalised from that
allowed previously. The requirements will be based on whether an economic hedge is in
existence, with less restriction to prove whether a relationship will be effective than current
requirements.
The Group/the Company has not evaluated the full extent of the impact that the standard will
have on its financial statements. However the standard has not been EU endorsed.
b. IFRS 10, ‘Consolidated Financial Statements’, is effective for accounting periods
beginning on or after 1 January 2014. The standard establishes the principles for the
presentation and preparation of consolidated financial statements when an entity controls one
or more other entities. The new standard provides extensive guidance on applying the
principle of control, which then governs the consolidation of an entity. The standard sets out
the accounting requirements for the preparation of consolidated financial statements, which
are unchanged from those that are required by the current IAS 27, ‘Consolidated and Separate
Financial Statements’. However IAS 27 has been amended to conform with IFRS 10, and
will only apply to separate financial statements when IFRS 10 is applied. The Group/ the
Company has not evaluated the full extent of the impact that the standard will have on its
financial statements.
Page 34
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
2. Adoption of new and revised International Financial Reporting Standards (cont.)
Standards, amendments and interpretations to existing standards that are not yet effective and
have not been adopted early by the Group /the Company (cont.)
c. IFRS 11, ‘Joint Arrangements’, is effective for accounting periods beginning on or
after 1 January 2014. The standard applies to all entities that are a party to a joint
arrangement and will replace IAS 31, ‘Interest in Joint Ventures’. The accounting treatment
is dependent on the type of joint arrangement, which is determined by considering the rights
and obligations of the investor. On application of IFRS 11, IAS 28 is amended and retitled to
‘Investment in Associates and Joint Ventures’. IFRS 11 is likely to have little impact on the
Group/ the Company.
d. IFRS 12, ‘Disclosures of Interests in Other Entities’, is effective for accounting
periods beginning on or after 1 January 2014. The standard requires disclosure of
information on the nature of, and risks associated with, interests in other entities; and the
effects of those interests on the primary financial statements. The disclosures required relate
to interests in subsidiaries, joint arrangements, associates and unconsolidated structured
entities. The standard is unlikely to have a material effect on the Group/ the Company.
e. IAS 19 (amendment), ‘Defined Benefit Plans - Employee Contributions’ , is effective
for periods beginning on or after 1 July 2014. The amendment simplifies the accounting
treatment of contributions received from employees or third parties for defined benefit plans.
The accounting treatment depends on whether the contributions are independent of the
number of years of employee service. If the contributions are independent for example,
employee contributions that are calculated according to a fixed percentage of salary, the
contributions may be recognised as a reduction in the service cost in the period in which the
related service is rendered. If the contribution is linked to years of service the contribution is
recognised as part of the gross benefit attributed to the employee.
The Group/ the Company has not evaluated the full extent of the impact that the amendment
will have on its financial statements.
f. IAS 32 (amendment), ‘Offsetting Financial Assets and Financial Liabilities’. The
IAS 32 amendment clarifies the existing offsetting requirements and therefore is unlikely to
have any impact on the group. The amendment is effective for annual periods beginning on
or after 1 January 2014.
g. IAS 36 (amendment), ‘Recoverable Amount Disclosures for Non-financial Assets’.
The amendment clarifies and adds disclosures surrounding the recoverable amount of an asset
or cash-generating unit which is linked to disclosures required. The amendment is effective
for accounting periods beginning on or after 1 January 2014.
h. IAS 39 (amendment), ‘Novation of Derivatives and Continuation of Hedge
Accounting’. The amendment is effective for periods beginning on or after 1 January 2014.
The amendment provides relief from discontinuing hedge accounting when certain criteria are
meet in the event of legal or regulatory changes whereby over-the-counter OTC derivatives
are novated to a central counterparty (CCP) otherwise known as clearing houses or clearing
organisations.
The amendment does not impact the primary statements, but only the disclosures.
Page 35
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
3. Significant Accounting Policies
3.1. Statement of compliance
The financial statements have been prepared in accordance with the International
Accounting Standards IAS 34 “Interim Financial Reporting”.
3.2. Historical cost convention
The financial statements have been prepared under the historical cost convention.
Basis of consolidation
The consolidated financial statements include the financial statements of the parent
company and its subsidiary, which is controlled directly by the parent company.
Control is achieved when the parent company has the power to govern the financial
and operating policy of the entity that is investing in so as to obtain benefits from its
activities.
Consolidated financial statements are based on separate companies’ financial
statements which have been prepared in accordance with IFRS and certain
accounting principles followed by the Group. All group’s companies have the same
reporting date.
All the intra-company transactions and intra-company balances have been eliminated
on consolidation.
Since the parent company holds 100% of the participation on the subsidiary’s share
capital no minority interest is effected.
3.3. Investments in associates
Participations in affiliated companies are valuated at acquisition costs plus any other
cost.
Affiliated companies are these in which the parent company holds a share of up to
49% without exercising control or having a significant influence.
Provisions for impairments of the investment value are made only when there is
significant evidence of substantial impairment. The non realised gains or losses that
are due to changes in appropriate value are included in the shareholder’s equity after
taking account the taxation effect.
3.4. Foreign currency transactions and balances
a. Transactions in foreign currencies and presentation
The company’s parent and consolidated accounts are presented in the country’s
currency which is the functional currency of the company. The consolidated
accounts are presented in euros which is the parent’s company functional
currency. From 1/1/2008 euro is the functional currency of Teletypos S.A.’s
subsidiary Teletypos Cyprus Ltd.
Page 36
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
b. Transactions and company’s accounts
In preparing the financial statements of the individual entities, transactions in
currencies other than the entity’s functional currency (foreign currencies) are
recorded at the rates of exchange prevailing at the dates of the transactions. At
each statement of financial position date monetary items denominated in foreign
currencies are translated at the rates prevailing at each statement of financial
position date.
Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items measured at historic cost that are denominated
in foreign currency are translated at the rates prevailing at the date of acquisition.
Exchange differences are recognised in statement of comprehensive income in
the period in which they except for:
Exchange differences which relate to assets under construction for future
productive use, which are included in the cost of these assets.
Exchange differences on monetary items received from or payable to a
foreign operation for which settlement is neither planned nor likely to occur,
which form part of the net investment of a foreign operation. These exchange
differences are recognised as a foreign currency translation reserve and are
transferred in profit and loss within the period in which the operation is
disposed of.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group’s foreign operations are expressed in the parent
company’s reporting currency, using the exchange rates at the statement of
financial position date. Income and expense are translated at the average
exchange rate of the period. Exchange differences arising are recognised as
foreign currency reserve in equity.
Such exchange differences are recognized in profit and loss in the period in
which the foreign operation is disposed of. The subsidiary has adopted from
1/1/2008 euro as its operating currency, resulting in no exchange rate
differences.
3.5. Borrowing Cost
Borrowing costs directly attributable to the acquisition, constructions or production
of qualifying assets which are assets that necessarily take a substantial period of time
to get ready for their intended use or sale, are added to the cost of those assets.
Investment income on the temporary investment of specific borrowing is deducted
from borrowing costs eligible for capitalisation.
All other borrowing costs (i.e. bonds issue costs) are recognised as impairment of the
liability.
Page 37
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
3. Significant Accounting Policies (cont’d)
3.6. Programme and film rights
Programme and film rights refer to self-owned television programmes and third
parties programmes.
3.6.1. Self-owned television programmes
The cost of self-owned programs (Greek series, game shows, sports, talk
shows, music/dance shows and variety shows) is capitalised as intangible
fixed assets (Programme rights) and is amortised as described in note 3.7.
3.6.2. Licensed third parties´ T.V. programmes
Licensed third parties television programs are valued at their acquisition cost.
The profit and loss account is charged with the cost of the
broadcasted programmes plus or minus any foreign exchange
differences which arise upon settlement or valuation of the
corresponding liability at the end of the year.
The statement of financial position presents such as follows:
under liabilities, the amount due to the suppliers for the
programmes invoiced and not yet settled, under prepayments the
invoiced amount of not yet transmitted programmes.
in case a contract provides for more than one transmission the profit
and loss account is charged in proportion to the number of
transmissions allowed.
Page 38
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
3. Significant Accounting Policies (cont’d)
3.7. Depreciation and Amortization
Fixed Assets
Equipment and vehicles of the parent company are presented at cost minus
accumulated depreciation and impairment loss. Depreciation is charged using the
straight-line method over their estimated useful lives. Depreciation rates remain
constant throughout the useful life of the assets. Land is not depreciated.
%
Improvements on third party properties 10
Plant and machinery 4 - 10
Office equipment 10
Transportation means 10 – 12
Computer and software programmes 20
The carrying amounts of plant and machinery are examined for a possible
impairment in the case of events indicating such impairment. When such indications
appear and the value is estimated to be lower than carrying amount, this value is
revised.
Programme and film rights
The television programs (films, serials, musical shows, festival broadcasting,
entertainment programs, athletic, and items of similar nature, including rights and
royalties) are amortised according to the defined accounting policy, and the best
estimates of management, and the future cash flows on the basis of 7 years from the
date of first broadcasting , irrespective of their future brodcasting
The cost of the television programs for which management estimates that they will
not have a useful life in excess of one year are amortised fully in the period of their
first show.
For the internally generated intangible assets (own produced programme i.e. TV
movies, series, entertainment programmes, talk shows, sports, variety shows) the
company implements the provisions of IAS 38 by accounting research costs as
expenses (Concept and scene selection and rates of series promoting the program,
audience appreciation, etc.) and capitalizing development costs (the own produced
programme) if they meet all the criteria for recognition laid down in IAS 38.
The research costs for the period January 1st to December 31
st are € 4.772 thousands
and development costs € 22.519 thousands.
Page 39
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
3. Significant Accounting Policies (cont.)
3.8. Taxation
Taxation is the sum of the current taxation plus the deferred taxation.
Current taxation
Income tax is calculated on taxable profits and according to the rate which is in force,
which for the year 2013 amounts to 26%.
Due to the reported losses of the company no such tax has be reported.
Taxable profit differs from company’s profit as reported in the financial statement
because it excludes items of income or expenses that are not taxable or deductible in
other years and it further excludes items that are never taxable or deductible.
Income tax of subsidiary company is calculated with a 12.5% tax rate on net profit
and no further tax is charged as stipulated by legislation in the country of
subsidiaries’ incorporation.
Deferred tax is the tax payable or receivable due to temporary differences in income
taxation or in expense recognition for taxation purposes and is accounted for to the
extent that it will be utilised in the future.
Deferred taxation
Deferred tax liability is recognised mainly for all short-term taxation differences and
deferred tax asset is recognised to the extent that it is probably that future taxable
profit will be available, and tax asset will be utilised against the resulting tax liability.
Deferred tax liability is also recognised for short-term taxation differences which are
related with investments in subsidiaries and associates, except for occasions where
the Group has the ability to direct the mitigation of tax difference and it is likely that
this difference would not be mitigated in the foreseeable future.
The carrying amount of deferred taxes (assets and liabilities) are reviewed at each
Statement of financial position date and are revised if it is necessary to the extent that
it is no longer probable that taxable profits will be available to allow all or part of the
asset or liability to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period
when the liability is settled or assets realised. This tax is charged or credited to profit
or loss, except when it relates to items charged or credited directly to equity in which
case the deferred tax is also accounted for against equity.
Page 40
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
3. Significant Accounting Policies (cont.)
3.9. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is calculated
using the weighted average cost of the successive balance. Net realisable value
represents the estimated selling price less all estimated costs.
3.10. Provisions
Provisions are recognised when:
There are present obligations (legal or constructive) as a result of past events.
Their settlement through an outflow of resources is probable.
The exact amount of the obligation can be reliably estimated.
Provisions are reviewed by management of the company during the date when each
statement of financial position is compiled and can be recalculated if their current
value is different from their accounting value. The Board of Directors proposal for
distribution of profits to the staff and the Board of Directors is also accounted as
provision charging staff wages and third parties fees and expenses respectively.
3.11. Revenues recognition
Revenues come mainly from the sale of advertising time though advertising agencies
and from the sale of royalties. Revenues are accounted in the year in which they are
realised and are adjusted by deducting customer rebates directly related to revenues.
3.12. Impairment of assets
At each statement of financial position date, the company’s management reviews the
carrying amounts of its tangible and intangible assets to determine whether there is
indication that those assets have suffered an impairment loss. At 31.12.2013, there
was no such indication.
3.13. Trade receivables
At first, trade receivables are accounted at their appropriate value, and then, are
revalued taking into consideration their present value using a real discount rate.
Impairment because of differences with the present value or because of provision for
bad debts is accounted only for substantial amounts. The amount of provision for
possible impairment is transferred to statement of comprehensive income. Such
differences within the accounting period were immaterial.
For doubtful customers a provision that is accounted in the statement of
comprehensive income in the year that the customers have been characterized as
such.
Page 41
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
3. Significant Accounting Policies (cont.)
3.14. Investments
Investments are accounted at their appropriate value plus any cost directly related to
their acquisition.
The securities that the company intends and is able to hold up to their maturity date
‘held to maturity’ are valued at real cost using the real discount rate minus possible
loss connected to amounts that cannot be recovered.
Non-recoverable amounts, as well as, possible difference from valuation are
transferred to statement of comprehensive income.
Other non-investment securities are characterised as tradable or intended for resale
and are valued at their appropriate value. Profit or loss incurred by valuation of
tradable or intended for reselling securities is transferred directly to statement of
comprehensive income or directly to equity respectively, up to the date of their sale
or recognition of possible impairment of their value, in which case, profit or loss
accounted in equity is transferred to statement of comprehensive income.
3.15. Cash and cash equivalents
Cash and cash equivalents include cash in the bank and in hand as well as short term
highly liquid investments.
3.16. Bank loans
Interest – bearing bank loans and overdrafts are recorded at the proceeds received,
net of direct issue cost. Then, they are recognised as the present value of total
payments due using the real discount rate. Possible difference between present value
of payments due and real proceeds from the loan is recognised according to the
company policy for recognizing borrowing cost (note 3.5).
3.17. Trade Creditors
Trade creditors are stated, at first, at the nominal value of the liabilities. Then, they
are revised at their fair value using the real discount rate method, and if there is
significant difference from the nominal value, then this difference is recognised in the
statement of comprehensive income.
Page 42
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
3. Significant Accounting Policies (cont.)
3.18 Patents and trademarks
Trademark is estimated initially at purchase cost and is amortised during the period
of 5 years.
3.19 Retirement benefits
In accordance with the Greek labour legislation the company has to provide to all its
retirees a specific financial benefit. The above financial benefit which is payable on
the retirement day is percentage 40% to 70% on a specified amount based on:
a. years of service in the company
b. monthly salary at the retirement year
b. other factors in accordance with the existing legislation
This liability is specified in at the statement of financial position date with the
method ‘Projected unit credit method’. According to this method, the liabilities that
correspond to the services obtained at the statement of financial position date are
accounted separately from the liability that correspond to future services.
The most important assumptions taken into account are the following:
Date of assumption Interest rate Increase in
remuneration
Inflation rate
31/12/2012 3,02% 0%(2013-2015) 2,50%
31/12/2013 3,57% 0%(2014-2017) 1,00%
The liability (provision) that is reported in the statement of financial position is the
present value of the estimated liability according to the employment years until
31/12/2013.
The company has not adopted, any retirement benefit plan, in order to secure the
availability of the required funds, when obligation is raised.
The group adopted the revised standard IAS 19 from 01/01/2013. The effect on the
financial position of the Group is set out in Note 23.2 of the financial statements.
3.20 Factoring
Factoring with recourse, pledged as collateral for bank liabilities, is classified
separately from these liabilities and offsetting them when factoring is without recourse.
Page 43
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
4. Segment Information
The company’s activities, are uniform and are controlled by uniform management information
system. The main activity being advertisement, is not different from other activities as far as
reporting and monitoring by management is concerned. All the activities are essentially
performed inside Greece. The income is generated from many customers, no customer exceeds
10% of activity.
5. Financial assets
5.1 Financial assets
Financial assets are classified into the following four categories:
- Financial assets at fair value through profit or loss
- Held-to-maturity investments
- Available-for-sale financial assets
- Loans and receivables
5.1. 1 Financial assets at fair value through profit or loss
The entity does not hold such financial assets
5.1.2 Held-to-maturity investments
The entity does not hold such investments
5.1.3 Available-for-sale financial assets
Investments in shares traded in the Athens Stock Exchange are valued at fair value.
Gain or losses resulting from changes of fair value are recognized directly in equity
as “Valuation reserve of investments” with the exception of impairment loss which is
recognized in profit and loss. On the sale of an investment, the valuation reserve is
recognized in previous years and if included in equity is recognized in the statement
of comprehensive income account on the year in which the sale is effected.
Dividends on available-for-sale financial assets are recognized in the statement of
comprehensive income account when the right of collection is effected.
Page 44
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
5. Financial assets (cont.)
5.1. Financial assets (cont.)
5.1.4 Loans and receivables Trade receivables, loans and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivables. Loans and receivables are measured at amortised cost and for short-term
receivables the recognition of interest by applying the effective interest rate would be
immaterial.
5.1.5 Impairment of financial assets
Financial assets are assessed for indicators of impairment at each statement of
financial position date. Financial assets are impaired when there is objective evidence
that, as a result of an event that occurred after the initial recognition of the financial
asset, the estimated future cash flows of the investment have been impacted.
Financial assets as trade receivables are assessed for impairment on a collective basis.
Objective evidence of impairment of receivables could include the past experience of
collecting payments, an increase if the number of delayed payments as well as
observable changers in national or local economic conditions.
The entity assesses partially the trade receivables and creates provision of doubtful
debtors when there is objective evidence of un-collectability. These provisions are
recognised in the statement of comprehensive income on the year that trade
receivables are considered uncollectible.
5.2 Financial liabilities and equity instruments issued by the Group
5.2.1. Equity instrument
An entity instrument in any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received net of direct issue
costs. The company has not issued any equity instruments.
5.2.2 Financial liabilities
Financial liabilities are classified are either “Financial liabilities at fair value
through profit and loss” or other “Financial liabilities”.
5.2.2.1. Financial liabilities at fair value through profit and loss
The entity does not hold such financial liabilities
Page 45
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
5. Financial assets (cont.)
5.2 Financial liabilities and equity instruments issued by the Group (cont.)
5.2.2 Financial liabilities (cont.)
5.2.2.2 Other financial liabilities
Other financial liabilities including borrowing are initially measured
at fair value, net of transaction costs.
Other financial liabilities (loans) are subsequently measured at
amortised cost using the effective interest method at statement of
financial position date at present value by applying the effective
interest rate, when the loan interest is materially different.
Considering the short-dated life of financial liabilities the estimated
future cash payments do not materially differ from the initial
measure of the liability.
5.3. Derivative financial instruments
The company has loan agreement carrying variable interest rate,
consequently it is exposed to fluctuations of interest rates. To mitigate the
risk of such it enters into interest rate swap agreement.
These agreements are measured at fair value at inception and re-measured at
the date of the financial statements.
The results (gain or loss) are recognised in the statement of comprehensive
income, except for cases which are considered as a hedging/fair value or cash
flow hedging. Derivatives with positive fair value are treated as assets and
with negative fair value as liabilities.
Page 46
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
6. Critical accounting judgements and Management’s estimation.
In the adoption and application of the Company’s accounting policies the Management
considers that there is no particular issue which would require further information.
For the adoption of appropriate accounting principles and their application , when
management faces particular issues , looking for further sources of information to reduce the
uncertainty thereon and to provide appropriate accounting treatment .
Such special issue addressed was the deferred tax asset as a result of offset tax losses .
Management assessed the possibility of profitability , which is a prerequisite for future use -
recognized tax losses . The assessment was made in conjunction with the expectation of
taxable profit , as determined in accordance with tax legislation , and adopted a policy similar
assessment of deferred tax assets ( note 18 )
7. Dividends
Dividends to shareholders are recognised as payables and appear as liabilities in the financial
statement in the year in which dividends have been approved by the Shareholder’s General
Assembly meeting.
Page 47
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
8. Revenue
31/12/2013 % 31/12/2012 % 31/12/2013 % 31/12/2012 %
Advertising 64.073.469 82,93 72.029.223 85,11 64.073.469 83,62 72.029.223 86,31
Income from TV programmes 1.707.027 2,21 1.920.428 2,27 1.707.027 2,23 1.920.428 2,30
Income from TV rights 1.764.184 2,28 859.869 1,02 1.764.184 2,30 859.869 1,03
Technical support 2.384.751 3,09 2.928.756 3,46 2.384.751 3,11 2.928.756 3,51
Sponsors in programmes 3.970.020 5,14 3.108.470 3,67 3.970.020 5,18 3.108.470 3,72
Other income 2.721.940 3,52 2.610.123 3,08 2.721.940 3,55 2.610.123 3,13
Income from TV rights (Sub. Company) 643.120 0,83 1.177.849 1,39 0 0,00 0 0,00
77.264.511 100,00 84.634.718 100,00 76.621.391 100,00 83.456.869 100,00
9. Operating expenses
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Staff wages and expenses 23.798.971 26.724.657 23.798.971 26.724.657
Third parties fees and expenses 12.824.769 13.142.589 12.761.869 12.180.339
Utilities 5.208.904 5.794.450 5.208.904 5.794.450
Taxes and duties 1.798.062 2.104.315 1.798.062 2.104.315
Sundry expenses 3.847.333 3.982.322 3.755.883 3.896.043
Financial expenses 9.732.210 9.394.863 9.731.490 9.393.795
Consumables-spare parts 55.477 80.240 55.477 80.240
Depreciation/Amortization * 45.054.326 43.925.650 45.054.326 43.925.650
Less: Cost or origination of own production (2.206.969) (2.291.492) (2.206.969) (2.291.492)
100.113.083 102.857.594 99.958.013 101.807.997
* Tanglible assets (note 13) 44.178.879 42.506.318 44.178.879 42.506.318
* Intagible assets (note 14) 875.447 1.419.332 875.447 1.419.332
45.054.326 43.925.650 45.054.326 43.925.650
The above amounts have neem allocated as follows:
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Cost of sales 83.001.737 85.472.175 82.938.837 84.509.925
Administrative expenses 5.152.826 5.725.400 5.061.376 5.639.121
Selling expenses 2.226.310 2.265.156 2.226.310 2.265.156
Financial expenses 9.732.210 9.394.863 9.731.490 9.393.795
100.113.083 102.857.594 99.958.013 101.807.997
Group Company
Page 48
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
9. Operating expenses (cont.)
* Finance expenses have been impaired with interest rate swap instrument by EUR 166,344 (2013)
and EUR 294,563 (2012) respectively.
* Group’s other expenses include an amount of 512.981 euro which represents the impairment of bank
balances of the 100% subsidiary company "TILETYPOS CYPRUS LTD" in accordance with
decision of the Cyprus Republic in consequence of the decision of EUROGROUP.
** Group’s other income at 31/12/2012, in total almost 1.5 million EUR, represents reversal of a
previously formed (2008) provision as a consequence of a contractual obligation from the sale of an
associate company (note.24.3).
10. Other expenses
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Subsidies of educational programmes 0 100.000 0 100.000
Foreign exchange differences 198.280 213.435 198.280 213.435
Hedging obligations note.28.5 481.000 0 481.000 0
Other expenses* 1.300.486 574.366 787.505 574.366
1.979.766 887.801 1.466.785 887.801
11. Other income
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Foreign exchange differences 105.922 174.854 105.922 174.854
Refund of fine from NCRTV 266.240 528.239 266.240 528.239
Other income ** 1.823.825 2.189.493 820.625 689.493
2.195.987 2.892.586 1.192.787 1.392.586
GROUP COMPANY
Page 49
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
12. Taxation
The company’s profits for the year 2013 are taxed at the rate of 26% (from 20% in the year
2012) after they have been adjusted for expenses not tax allowed and for any tax free
reserves.
Due to the losses reported for the period 01/01 -31/12/2013 no tax has been claimed.
The company’s tax liability is not finalised unless the books and records are examined by the
Greek tax authorities. Such examination has been carried out up to 2009 by the tax
authorities. The year 2010 is subject to an audit from the tax authorities and there is a
contingent liability for extra taxes in case of a tax audit. The year 2011 and forward,
according to the new law is carried out by the auditors’ of the Company.
The profits of the subsidiary company are taxed at the tax rate of 12,5% and 10% for the
years 2013 and 2012 respectively and no further taxation applies in the country of operations.
Profits arising from sales of investments in associates are not taxable. Dividends for the
subsidiary company are added to the taxable income of the parent company and taxed
accordingly with the prevailing rate. The corresponding dividend’s tax paid in foreign
country is counterbalanced.
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Current income tax (67.756) (37.426) - -
Deferred taxes (note 18) 2.660.340 (3.322.495) 2.660.340 (3.322.495)
Other non-incorporated in operating cost taxes (13.506) (13.506) (13.506) (13.506)
Total tax for the period 2.579.078 (3.373.427) 2.646.834 (3.336.001)
Total tax for the year consists of: 31/12/2013 Tax 31/12/2012 Tax 31/12/2013 Tax 31/12/2012 Tax
Profit for the period before taxes (parent) (23.986.712) rate (19.005.505) rate (23.986.712) rate (19.005.505) rate
Profit for the period (subsidiary) 490.219 -Profit for the period before taxes (subsidiary) 496.016 171.272 - -
Taxable profit (23.000.477) (18.834.233) (23.986.712) (19.005.505)
Income tax (parent) 0% - 0% - - 0%
Income tax (subsidiary) (62.002) 12,5% (17.127) 10% - - 0%
Prepayment of income tax (subsidiary) (5.754) (20.299) - -
Total tax for the period (67.756) (37.426) 0 0
Deferred taxes
Intagible assets. Formation expenses 2.078.409 (2.891.297) 2.078.409 (2.891.297)
Provision for contingencies - expenses 581.931 (431.198) 581.931 (431.198)
Total tax 2.660.340 (3.322.495) 2.660.340 (3.322.495)
Other non-incorporated in operating cost taxes (13.506) (13.506) (13.506) (13.506)Prior year income tax 0 0
Total tax for the period 2.579.078 (3.373.427) 2.646.834 (3.336.001)
GROUP COMPANY
Page 50
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
12. Taxation (cont.)
The company has closed its open tax years until the year 2009. The closing of the tax years 2005,
2006, 2007, 2008, 2009 was completed in 2011. The additional tax obligations as presented
annually was computed mainly on the basis of accounting differences (expenses not allowed by
tax authorities) on which the management has its reservations.
Year Tax obligation
(in euro)
2005 481,536
2006 537,925
2007 415,352
2008 370,978
2009 340,616
TOTAL 2,146,407
The sum of the tax obligations are going to be paid in 36 settlements.
Payment due 31/12/2013 2.146.407
Outstanding payment 0
The nature of accounting differences as computed by tax authorities which allows to management the
option of not accepting them as basis. For this reason no provision has been made for contingent
liability for the open tax years.
For the period 01/01/2011 to 31/12/2011 and for the period 01/01/2012 to 31/12/2012 tax audit has
been conducted by the auditors in accordance with Article 82 § 5 of Law 2238 and tax certificate has
been issued without qualification.
For the period 01/01/2013 to 31/12/2013 the tax audit from the auditors is in progress and until the
signing date of the financial statements it had not been completed.
However the tax certificate is expected to be issued without qualification.
Page 51
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
13. Intangible assets-Programme rights
GROUP-COMPANY
Programme
and
film rights
2012
Cost
1.1.2012 1.046.894.594
15.993.172
8.850.837
In House production under way (333.438)
31.12.2012 1.071.405.165
Amortization
1.1.2012 907.012.994
Charge for the period 42.506.319
31.12.2012 949.519.313
Net Book Value 31.12.2012 121.885.852
2013
Cost
1.1.2013 1.071.405.165
14.966.586
7.873.734
In House production under way (321.600)
31.12.2013 1.093.923.885
Amortization
1.1.2013 949.519.313
Charge for the period 44.178.879
31.12.2012 993.698.192
Net Book Value 31.12.2013 100.225.693
Purchases
Disposals
Purchases
Disposals
Page 52
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
14. Tangible assets GROUP-COMPANY
Furnitures
2012 Land Buildings Plant and Transportation and
machinery means equipment Total
Cost
1.1.2012 4.799.610 3.274.610 19.955.343 716.121 14.996.170 43.741.854
0 0 69.414 0 175.623 245.037
Sales 0 0 (24.104) 0 (1.305) (25.409)
0 (2.691) (439.083) 0 (570.625) (1.012.399)
4.799.610 3.271.919 19.561.570 716.121 14.599.863 42.949.083
1.1.2012 0 2.552.503 16.929.855 666.592 14.264.619 34.413.569
For the period 0 137.888 878.172 17.053 386.220 1.419.333
Disposals 0 (2.691) (450.883) 0 (571.799) (1.025.373)
0 2.687.700 17.357.144 683.645 14.079.040 34.807.529
N.B.V.
4.799.610 584.219 2.204.426 32.476 520.823 8.141.554
2013Cost
1.1.2013 4.799.610 3.271.919 19.561.570 716.121 14.599.863 42.949.083
0 0 66.084 3.455 284.081 353.620
Sales 0 0 (18.253) 0 (320) (18.573)
0 0 (171.767) (3.400) (2.299) (177.466)
4.799.610 3.271.919 19.437.634 716.176 14.881.325 43.106.664
1.1.2013 0 2.687.700 17.357.144 683.645 14.079.040 34.807.529
for the period 0 131.983 537.542 9.777 196.144 875.446
Sales 0 0 (184.800) (2.848) (2.486) (190.134)
0 2.819.683 17.709.886 690.574 14.272.698 35.492.841
N.B.V.
4.799.610 452.236 1.727.748 25.602 608.627 7.613.823
31.12.2013
31.12.2013
Disposals
31.12.2013
Depreciation
Purchases
Disposals
31.12.2012
Purchases
Depreciation
31.12.2012
31.12.2012
Page 53
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
15. Investments – Shares in associated and subsidiary companies
Investments are stated at cost as follows:
GROUP
31/12/2013
%
Shareholding
31/12/2012
%
Shareholding Logos (Cyprus) a. - 25,00% - 25,00
Television Royalties
S.A. b. 1.800 1,00 1.800 1,00
Digital Provider S.A. c.
952.840
15,61
952,840
15,61
954.640 954.640
Main activities:
a) Logos (Cyprus): Logos is a TV and Radio broadcasting company based on Cyprus. It operates both TV
broadcasting and radio station. By decision of the parent company’s Board of Directors at the 26th of November
2009, the participation (25%) in POLITICS and PLIROFORIAKI ETAIREIA “O LOGOS O.E.” was
transferred to the subsidiary “TELETYPOS CYPRUS LTD”. The transfer was completed at the 8th of December
2009. The participation of the the subsidiary in LOGOS O.E. relates to Television activities and does not
extended to equity participation.
With a new agreement which is in force until 30/06/2014, the participation has transformed into limited liability
as a result of conversion of LOGOS from a general partnership into a limited company. Given that the
anticipation of the contract for the transfer of TILETYPOS’s shares upon the expiration is without price, the
cost of participation was transferred in profit and loss on 31/12/2011.
b) TELEVISION ROYALTIES S.A.: It’s a company aiming in the management and protection of third parties
royalties.
c) DIGITAL PROVIDER S.A.: The company Digital Provider S.A. was established in 2009 along with other 7
television companies. The main objective of the company is the development of the digital network, the
providing of technical services for the establishment, operations and the maintenance of this network. Through
a decision of the Extraordinary General Meeting of the shareholders on 6 June, 2012 it was decided to increase
the share capital of the company which was ratified by a decision of the Board of Directors on 29 November,
2012. The contribution of Teletypos S.A. in this increase amounted to euro 282.840 and constitutes 15.61% of
share capital.
The General Assembly of the 16th September 2013 approved the share capital increase of the company by
4.500.000 euro with an issuance of 225.000 new shares with a nominal value of 20 euro each. The
participation of Teletypos S.A. in the aforementioned share capital increase amounts to 702.420 euro. The
share capital increase has not been completed since the approval of the financial statements of 2013. Η
ανωτέρω αύξηση έως και την ημερομηνία υπογραφής των οικονομικών καταστάσεων δεν έχει ολοκληρωθεί
Page 54
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
15. Investments – Shares in associated and subsidiary companies (cont’d)
COMPANY % %
31/12/2013 Shareholding 31/12/2012 Shareholding
Teletypos Cyprus Ltd 1.026.000 100,00 1.026.000 100,00
Television Royalties S.A. 1.800 1,00 1,800 1,00
Digital Provider S.A. 952.840 15,61 952.840 15,61
1.980.640 1.980.640
16. Other financial assets
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Guarantee given:
Rent 274.969 335.660 274.969 335.660
Hertz (car rental) 26.691 30.913 26.691 30.913
Electricity Power 11.202 13.521 11.202 13.521
EBU (4 lines) 30.600 30.600 30.600 30.600
Associated Press 1.388 1.388 1.388 1.388
Attiki Road 1.500 1.500 1.500 1.500
Other financial assets 131 59 131 59
346.481 413.641 346.481 413.641
17. Trade and other receivables
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Clients 38.967.802 36.602.425 38.684.692 36.393.021
Cliens Factoring 18.796.147 12.869.064 18.796.147 12.869.064
Post dated cheques 1.474.955 4.360.789 1.474.955 4.360.789
Deliquent cheques 10.525.829 9.802.132 10.525.829 9.802.132
Provision for prepayment of income tax and
other receivables from Greek Government
Shares of listed company (1) 156.512 85.103 156.512 85.103
V.A.T. 312.167 120.188 312.167 120.188
Advances on account 36.394 128.318 36.394 128.318
Settlement stamp 116.886 116.886 116.886 116.886
Settlement stamp 988.848 988.848 988.848 988.848
Personnel loans 29.430 23.700 29.430 23.700
Other debtors 1.698 5.165 1.698 5.165
Minus: Provision for doubtful customers and
overdue postdated cheques (2) (17.313.144) (16.833.103) (17.313.144) (16.833.103)
54.436.140 48.711.648 54.127.306 48.425.473
342.616 442.133 316.892 365.362
GROUP COMPANY
GROUP COMPANY
Page 55
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
17. Trade and other receivables (cont.)
(1) Cost of shares (19.564 shares) of a company listed in the Greek stock exchange under the name of
“GREEK STOCK EXCHANGE S.A.” which was valued at the closing rate at 31/12/2013 of euro 8,00
per share.
(2) The provision for bad debts was made based on the ageing analysis which is the adopted accounting
policy taking into consideration the history of the client , the current economic climate and other
information. Under these circumstances there are no receivables for which no provision for bad debts was
made.
(3) There is a pledge / assignment of receivables amounting to at least € 10.000.000 as part of the collateral
provided against the Debenture Loan, corresponding to each current "open" balance of specific customers
approved by banks. The provided credit period to these customers does not change and therefore the
short-term nature is not affected.
18. Deferred taxes
GROUP/COMPANY
31/12/2013 31/12/2012
Deferred tax liabilities (6.205.045) (8.288.830)
Receivable from deferred taxes 9.090.099 9.080.578
Closing balance 2.885.054 791.748
Deferred tax analysis:
31/12/2013 31/12/2012
At 1st January 791.748 4.439.615
Deferred tax for the period: 2.660.340 (3.322.495)
(567.034) (325.372)
Balance as of 31 December 2013 2.885.054 791.748
Page 56
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
18. Deferred taxes cont.
Deferred taxation assets/liabilities are connected to:
Unrealised Valuation reserves
Provisions exchange on listed
Group/Company differences securities Total
Balance as 1st January 2012 2.127.318 (4.404) 7.404.258 (5.076.250) (11.308) 4.439.614
Plus: Charge to income statement
for the year (424.653) (6.545) 0 (2.891.297) 0 (3.322.495)
Recognised directly in equity (319.659) 0 0 0 (5.713) (325.372)
Balance as 31st December 2012 1.383.006 (10.949) 7.404.258 (7.967.547) (17.021) 791.747
Plus: Charge to income statement
for the year 576.818 5.113 0 2.078.409 0 2.660.340
Recognised directly in equity (543.361) 0 0 0 (23.672) (567.033)
Balance 31 December 2013 1.416.463 (5.836) 7.404.258 (5.889.138) (40.693) 2.885.054
Deferred tax asset in relation with recognized tax loss is recognized to the extent that the expected realization
of related benefit through future taxable profit is probable.
Deferred tax related to tax losses is calculated on the losses of each last year, having the feature of its
exploitation through the setting off of losses on which is calculated, with profits of each next five years.
The company recorded losses for first time in 2011 amounting to EUR 39,142,127.94 (tax recognizable EUR
37,021,290). These losses that are tax recognizable for deduction the next 5 years, could be the basis for the
calculation of deferred tax in their entirety, with the expectation of return to profitability within the next 5
years.
Within the year the company withdrew the estimated in 2012 deferred tax asset of EUR 7,404,258 and
estimated a new tax asset of EUR 7,404,258, based on expected profitability, capable to set-off recognized tax
losses of € 28.5 million.
The right to set off losses against taxable profits for which tax asset is recognized, expires in 2018 for the
losses of the year 2013. The recognized tax annual losses of 2013 will be the base for the revision of the
deferred tax asset due to losses, during the preparation of the annual financial statements of 31/12/2014.
Page 57
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
19.Prepaid programme rights and sundry expenses
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Film rights* 38.894.488 40.304.468 38.894.488 40.304.468
Sundry Expenses 147.561 106.620 147.561 106.620
39.042.049 40.411.088 39.042.049 40.411.088
Group Company
*Prepared programme rights represent the cost of the third parties programmes which have been
invoiced but not yet transmitted.
20. Cash and cash equivalent
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Cash 17.881 15.179 17.881 15.179
Cash in bank 7.010.071 5.361.045 6.579.993 4.456.321
Cash equivalents* 1.530.014 2.402.944 1.530.014 2.402.944
8.557.966 7.779.168 8.127.888 6.874.444
Group Company
* Cash equivalents are postdates checks that are due in less than three month time and that a big percentage of them has already
received up to the date of the publishing of the financial statements.
21. Share capital
GROUP/COMPANY
000’ Drs. Euro
Authorised share capital
Issued and fully paid € 31,237,500,00
nominal ordinary shares of G.Drs. 200 each 6,247,500
(a) Increase of share capital through capitalisation:
- Share premium (a) 3,393,146
- Revaluation reserve 322,259
- Tax free reserves _681,273
Total share capital 31,237,500 nominal ordinary
shares of Euro 1 (Drs 340,75) each
10,644,178 31.237.500
(b) Increase of share capital through capitalisation:
- Difference from issuance of shares 1.561.875
- Revaluation reserves 1.489.534
- Taxable reserves 72.341
Total 3.123.750
Total share capital at 31/03/2008 34,361,250 nominal
ordinary shares of Εuro 1 each 34.361.250
Page 58
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
21. Share capital (cont.)
( c) Increase of share capital through capitalisation :
- Taxable reserves 3.436.125
Total share capital increase (General Meeting 15th May 2008) 3.436.125
Total share capital at 31/12/2011 37,797,375 nominal ordinary shares of
Εuro 1 each 37.797.375
(d) Decrease of share capital:
- According to article 4 note 4a of Law 2190/1920 -26.458.163
Total share capital decrease with respect of General Assembly of the 20th January 2012 -26.458.163
(d) Share capital increase
- Cash payments 3.779.738
Total share capital increase (General Meeting 15th June 2012). 3.779.738
Total share capital at 31/12/2012 50,396,500 nominal ordinary shares of
Εuro 0,30 each 15.118.950
The average share price and the closing price of the shares were respectively:
31/12/2012 € 0,356 and € 0,198
30/12/2013 € 0,269 and €0,133
21(a) The difference from the issuance of shares is the difference between the nominal value of the shares and
the issuance value of the shares that have been made available to the public through the Stock Exchange
in 1994 and 1999.
21(b) The General Meeting of the 23rd
of May 2006 decided to increase the share capital by three million one
hundred twenty three thousands seven hundred and fifty (3.123.750) euros through capitalisation a)
amount 1.489.534,26 euro through a revaluation of assets according to law 2065/1992 b) amount
1.561.875,00 euro through capitalising reserves that occurred from previous share capital increases
and c) amount 72.340,74 through taxable reserves according to article 8 of the law 2579/1998 with the
issuance of three million one hundred twenty three thousands seven hundred and fifty (3.123.750)
common ordinary shares of nominal value (1) euro each and the distribution to shareholders of 1new
share for every 10 held.
After the above mentioned share capital increase the company’s share capital amounted to thirty four
million three thousand sixty one and two hundred and fifty euros (34.361.250), which accounts to
thirty four million three thousand sixty one and two hundred and fifty (34.361.250) common ordinary
shares of nominal value 1 euro each.
21(c) The General Meeting of the 15th of May 2008 decided to increase the share capital by three million
four hundred thirty six thousands one hundred and twenty five (3.436.125) euros through capitalization
a) amount 3.383.002,12 euro through taxable reserves b) amount 53.122,88 euro through taxable
reserves according to article 8 of the law 2579/1998 wit the issuance of three million four hundred
thirty six thousands one hundred and twenty five (3.436.125)common ordinary shares of nominal
value (1) euro each and the distribution to shareholders of 1 share for every 10 held.
Page 59
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
21. Share capital (cont.)
21(c) After the above mentioned share capital increase the company’s share capital will amount to thirty seven
million seventy thousand ninety seven and three hundred and seventy five euros (37.797.375), which accounts
thirty seven million seventy thousand ninety seven and three hundred and seventy five (37.797.375) common
ordinary shares of nominal value 1 euro each.
21(d) The extraordinary general meeting of the 20th of January 2012 decided to
1) Decrease the share capital of the company by 26.458.162,50 euro through a decrease in the nominal value of
the share from 1,00 euro to 0,30 euro creating an equivalent special reserve according to the provisions of
Article 4 § 4 of Law 2190/1920.
2) Increase the share capital of the company by 3.779.737,50 euro through cash payments and the issuance of
12.599.125 common shares with nominal value of 0,30 euro each.
3) Change of article 5 of the article of association of the company. After the share capital increase the share
capital of the company amounts to 15.118.950 euro and is distributed to 50.396.500 common shares with
nominal value of 0,30 euro each.
21(e) The extraordinary general meeting of the 15th of June 2012 decided to
a) Recall the 20/1/2012 decision of the share capital increase
b) Increase the share capital of the company with the same terms that was decided in the extraordinary general
meeting of the 20/01/2012 that is by 3.779.737,50 euro with case payments and with the issuance of
12.599.125 new common shares with nominal value of 0,30 euro each and the distribution to shareholders of 1
new share for every 3 held at 0,80 euro each with a corresponding change of article 5 of the article of
association of the company.
Total capital obtained € 10.079.300
21(f) At 29/08/2012 recorded in the S.A Companies Register, the minute of the Board of Directors of
20/08/2012 which certified the payment of increase in share capital by 3,779,737.50 euros and the increase in
share premium by 6,299,562.50 euros, that was decided by the General Meeting on 15/06/2012.
After the share capital increase the share capital of the company amounts to 15.118.950 euro with 50.396.500
common shares of 0,30 euro each.
21(g) The General Assembly of 18.4.2013 approved the 15.118.950 euro share capital increase of the company
with the issuance of 50.396.500 new shares with a nominal value of 0,30 euro each.
Page 60
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
21. Share capital (cont.)
21(h) (cont). At the 15th of October 2013 the proceedings of the Board of Directors of Teletypos S.A. were
registered in General Electronic Commercial Registry (G.Ε.ΜI.) with a registrations number of 108191
according to which the share capital increase of 15.118.950 euro that was approved by the General Assembly of
18/04/2013 was verified.
Consequently the paid share capital now amounts to 30,237,900 EUR and divided into 100,793,000 ordinary
shares, par value 0,30 each.
21(i) The share capital of Teletypos Cyprus has been eliminated for consolidation purposes
22. Reserves
Group Company Valuation
reserves on
*Statutory Revenue Revaluation listed
Reserves reserve reserve securities Total
Balance at 1 January, 2012 6.102.831 26.458.163 4.262.806 45.231 36.869.031
Change in year (note22α) 0 0 0 22.851 22.851
Balance at 31 December, 2012 6.102.831 26.458.163 4.262.806 68.082 36.891.882
Translation difference (note 22c) 0 0 0 47.736 47.736
Balance at 31 December, 2013 6.102.831 26.458.163 4.262.806 115.818 36.939.618
22a. Statutory reserves has been formed after the decrease of the shares nominal value according to article 4 of (N.
2190/1920 note 21d).
22b. Valuation of the cost of shares listed on the stock exchange for which previously a reserve was created. The
amount of approximately 22.85 thousand euros represent impairments equivalent to the original reserve.
22c. Valuation of shares listed on the Athens Stock Exchange for which a revaluation reserve was formed in the past.
The change of 47,74 thousands EUR equally increased reserves and other assets (securities).
22d. The reserves of tax-free and specially taxable income are subject under the new tax rule (N.4172/13) in 19% tax
or offsetting with recognized tax losses. Management will choose in 2014 offsetting with losses.
Page 61
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
23. Long term liabilities
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Debenture loan (23.1) 82.281.615 90.675.535 82.281.615 90.675.535
Provision for retirement benefits (23.2) 6.853.102 8.381.601 6.853.102 8.381.601
Interest rate swap obligation (note.28.5) 481.000 0 481.000 0
Total long term liabilities 89.615.717 99.057.136 89.615.717 99.057.136
GROUP COMPANY
Page 62
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2012
(Expressed in Euro)
23. Long term liabilities (cont.)
23.1 Debenture loans
Long-term liabilities is mainly a debenture loan of 98.000.000 euro issued at 18.12.2012. The loan aimed in the
restructuring of the short and long term liabilities. The loan is guaranteed * with a floating interest rate, based on
6month Euribor plus spread 6,00%. The duration is 48 months. The loan is payable in six instalments:. The banks that
participated in the loan are Alpha Bank, Piraeus bank, Eurobank Ergasias bank, National Bank. Alpha Bank is the
administrative bank. The loan is payable in six instalments as follows:
* All manner requirements of bondholders arising or will arise from the Debenture Loan will be secured by:
- First-mortgage prenotation amounting € 5,000,000 on the property of the company.
- Pledge / assignment of receivables amounting to a minimum of € 10,000,000 note 17.3
- Pledge of 600,000 common shares of the subsidiary company "TILETYPOS CYPRUS 'of nominal value €
1,71 each.
- Future collateral on property rights of the company.
- Pledging / assignment of rights to the film library valued annually at values not less than € 115,000,000.
- Lien on the domestic trademark "MEGA". The trademark was never evaluated.
- Pledge / assignment of receivables from insurance contract with ETHNIKH INSURANCE COMPANY.
** For financial instruments carried at amortized cost, such as loans, transaction costs are included when
calculating the amortized cost using the effective interest rate, and in fact are amortized through the income
statement over the life of the instrument. The difference between the actual and the nominal interest rate is 0.6
percentage points.
Date of Payment Long-term Short-term Total
Portion Portion
Debenture Loan 28-Jun-14 0 2.940.000 2.940.000
Debenture Loan 28-Dec-14 0 5.880.000 5.880.000
Debenture Loan 28-Jun-15 5.880.000 0 5.880.000
Debenture Loan 28-Dec-15 8.820.000 0 8.820.000
Debenture Loan 28-Jun-16 8.820.000 0 8.820.000
Debenture Loan 28-Dec-16 59.780.000 0 59.780.000
Total 83.300.000 8.820.000 92.120.000
Issuance expenses of the loan (1.018.385) - (1.018.385)
82.281.615 8.820.000 91.101.615Total long-term liabilities
Page 63
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2012
(Expressed in Euro)
23. Long term liabilities (cont.)
23.1. Debenture loans (cont.)
* On 07.11.2013 the company prepaid bonds amounting to 5.880.000 euro of initial expiration date
28/12/2013.
23.2 Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’
Retirement indemnities have been calculated by the actuarial company ‘Hewitt Associates’.
For the period 1/1-31/12/2013 retirement indemnities amounted to € 605.332 while for 2012 amounted to €
1.351.813.
Opening provisions 31/12/2011 11.085.895
Payments during 2012 (2.457.811)
Adjustment of liabilities 31/12/2012 1.351.813
Reassessment of personnel's benefits liability IAS 19 (note.2β) 31/12/2012 (1.598.296)
Forecast retirement indemnities 31/12/2012 8.381.601
Opening provisions 31/12/2012 8.381.601
Payments during 2013 (43.979)
Adjustment of liabilities (provision) 31/12/2013 605.332
Reassessment of personnel's benefits liability IAS 19 (note.2β) 31/12/2013 (2.089.852)
Forecast retirement indemnities 31/12/2013 6.853.102
2012
2013
The above effect is due to the adoption of the revised IAS 19 (1/1/2013) which has introduced the following
changes:
Actuarial gains / losses. Removes the option of gradual recognition of gains and losses by the method of '10%
corridor '(elimination method spread) therefore the actuarial gains / losses are presented in a fiscal year are
recognized fully and directly in other comprehensive income (Other Comprehensive Income) and there is the
possibility of a gradual recognition in subsequent periods.
Page 64
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
23. Long term liabilities (cont.)
23.2 Retirement indemnities as calculated by the actuarial company ‘Hewitt Associates’ Retirement Indemnity
31/12/2013 31/12/2012
Amounts recognised in Balance Sheet
Present value of obligations 6,853,102 8,361,601
Net Liability in BS 6,853,102 8,361,601
Amounts recognized in Profit and Loss
Service cost 239,026 475,414
Net interest on the net defined benefit liability / (asset ) 270,896 370,803
Regular P&L Charge 509,922 846,217
Recognition of past service cost 0 (847,981)
Settlement /Curtailment / Termination loss / (gain ) 51,431 1,090,139
Total P&L Charge 561,353 1,088,375
Reconciliation of benefit obligation
DBO at start of period 8,381,601 7,385,002
Service cost 239,026 475,414
Interest cost 270,896 370,803
Benefits paid directly by the Company (80,717) (2,457,811)
Settlement /Curtailment / Termination loss / (gain ) 51,431 1,090,139
Past service cost arising over last period 0 (847,981)
Actuarial (gain) / loss - financial assumptions (962,046) 2,495,997
Actuarial (gain ) / loss - experience (1,047,089) (129,962)
DBO at end of period 6,853,102 8,381,601
Remeasurements
Liability gain / ( loss ) due to changes in assumptions 962,046 (2,495,997)
Liability experience gain / ( loss ) a rising during the year 1,047,089 129,962
Total actuarial gain / ( loss) recognised in O.C.I. 2,009,135 (2,366,035)
Movements in Net Liability / (Asse t ) in B. S.
Net Liability / (Asset ) in B.S. at the beginning of the period 8,381,601 7,385,002
Benefits paid directly (80,717) (2,457,811)
Total expense recognized in the income statement 561,353 1,088,375
Total amount recognized in t h e O.C.I. (2,009,135) 2,366,035
Net Liability / (Asset ) in B S 6,853,102 8,381,601
Cash flow
Expected contributions to the plan for next finacial year 0 0
Expected benefits paid by the plan for next finacial year 402,984 519,010
Assumptions
Discount rate 3.57% 3.02%
Interest rate 1.00% 2.50%
2014-2017 0% 2013-2015 0%
2018+2,5% 2016+2,5%Future salary increases
Page 65
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
24. Trade and other payable
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Payables trade 34.050.348 43.172.240 36.712.752 45.453.781
Advances by customer 294.778 250.496 294.778 250.496
Taxes and duties 24.1 7.288.630 5.719.260 7.237.434 5.681.662
Social security funds 896.472 833.823 896.472 833.823
Other creditors 24.2 728.579 1.283.556 728.579 1.283.556
Accruals 24.3 1.243.527 3.754.751 743.527 2.251.551
Balance as per books at 31st December 44.502.334 55.014.126 46.613.542 55.754.869
24.1. Taxes and duties 31/12/2013 31/12/2012 31/12/2013 31/12/2012
Broadcasting licence fees 5.744.991 4.628.028 5.744.991 4.628.028
Income tax ( subsidiary company) 51.196 37.598 0 0
Taxes and Duties related to full time employees 853.294 775.716 853.294 775.716
Bond interest rates 508.046 67.342 508.046 67.342
Additional income tax 131.103 115.180 131.103 115.180
Taxes and duties prior years (note 12) 0 95.396 0 95.396
Balance as per books at 31st December 7.288.630 5.719.260 7.237.434 5.681.662
GROUP COMPANY
Group Company
Page 66
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
24 Trade and other payable (cont.)
24.2 Other creditors
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Staff wages 1.382 805 1.382 805
Third parties fees 196.767 128.291 196.767 128.291
Staff retierments and dismissal indemnities 15.083 568.931 15.083 568.931
Suppliers' checks outstanding 0 7.210 0 7.210
Sundry creditors 515.347 578.319 515.347 578.319
Balance as per books at 31st December 728.579 1.283.556 728.579 1.283.556
24.3. Accrual expenses
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Interest and similar charges 55.037 74.251 55.037 74.251
Royalties 670.283 1.050.938 670.283 1.050.938
Third parties fees 9.045 1.017.132 9.045 13.932
Programme cost 0 1.100.000 0 1.100.000
Film rights 9.162 12.430 9.162 12.430
Provisions for contingent liabilities * 500.000 500.000 0 0
Balance as per books at 31st December 1.243.527 3.754.751 743.527 2.251.551
* Pertains to previous years made provisions (2008) in relation to potential liabilities relating to sale
of a related company as at 31 /12/2011 and 31/12/2012 based on an agreement
Balance 01/01/2011 6.039.486
Provisions current year 0
Used provisions 0
Release of non used provisions -4.039.486 (31/12/2011)
Release of non used provisions -1.500.000 (31/12/2012)
Balance 31/12/2012 500.000
GROUP COMPANY
GROUP COMPANY
The above provision was decreased at 31.12.2011 and at 31.12.2012 based on events as per sale agreement.
These events related to the commitment by the subsidiary company Teletypos Cyprus LTD, which transferred
its investments in NTMED N.V (12.5%) to take all the responsibilities relating to payment all liabilities of this
associated company ( tax commitments, non recorded liabilities.. etc.) which may arise during the forthcoming
four years. The agreement stipulates the liabilities which according to a time frame are de facto, and the others
which are non claimable.
Page 67
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
25. Short-term borrowings
Bank overdrafts
GROUP/COMPANY
Credit Amount Credit Amount
limit withdraw* limit withdraw
ALPHA BANK 0 93 0 160
PIRAEUS BANK* 10.000.000 10.000.000 10.000.000 10.280.174
PIRAEUS BANK** 3.720.000 3.785.838 6.000.000 3.785.111
13.720.000 13.785.931 16.000.000 14.065.445
FACTORINGFACTORING FINANCING 18.796.147 12.869.065
Total short term loans 32.582.078 26.934.510
* Interest rate 7,36% (3month)
** Interest rate 3month euribor plus 6 %
*** The excess of the subscribed limit (where applicable) is related to accrued interest.
31/12/2013 31/12/2012
26. Issued Shares
COMPANY
Number Adjusted
of shares Period number of shares
2012
1 January - 23 August 37.797.375 236/366 24.372.078
24 August - 31 December 50.396.500 130/366 17.900.396
42.272.474
2013
1 January - 13 October 50.396.500 286/365 39.488.764
14 October - 31 December 100.793.000 79/365 21.815.471
61.304.236 GROUP
Share capital of the subsidiary company has been eliminated for consolidation purposes.
Page 68
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
27. Losses per Share
Losses per share are calculated by dividing the net loss attributable to the shareholders by the weighted average
number of ordinary shares in circulation during the period:
31/12/2013 31/12/2012 31/12/2013 31/12/2012
Loss for the period after taxes (20.421.399) (22.207.660) (21.339.878) (22.341.506)
Weighted average number of shares outstanding 61.304.236 42.272.474 61.304.236 42.272.474
Losses per share in Euro -0,3331 -0,5253 -0,3481 -0,5285
GROUP COMPANY
Page 69
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
28. Financial instruments
28.1. Significant accounting policies
Accounting policies adopted relating to financial instruments, including the criteria for the recognition
of the basis of measurement and the basis on which income and expenses are recognised in respect of
each class of financial assets, financial liabilities and equity instruments, are disclosed in note 5 of the
financial statements.
Group Company
Categories of financial instruments 31.12.2013 31.12.2012 30.9.2013 31.12.2012
Financial Assets
Receivables (including cash and cash
equivalents) 63.018.719 57.085.639 62.279.808 55.894.740
Available-for-sale financial assets 156.512 85.103 156.512 85.103
Financial Liabilities
Carrying amounts of payables (including
loans) 175.520.129 186.885.772 177.631.337 187.626.514
28.2. Fair value of financial instruments
Financial assets and liabilities are classified in the following levels depending on the method of determining
fair value in accordance with the revised version of IFRS. 7
- Level 1: for assets that are traded in an active market and whose fair value is determined by market prices
(unspecified) of similar items.
- Level 2: for assets whose fair value is determined by factors related to market data, either directly (as
prices) or indirectly (derivative values).
- Level 3: for assets whose fair value is determined by observations from the market, but is mainly based on
internal estimates
Exceptionally investments in shares of listed companies in the Stock Exchange Market are measured at
fair value at the closing date rate in 31/12/2013:
GROUP – COMPANY 31/12/2012
Level 1 Level 2 Level 3 Total
Financial Assets - - - -
Shares listed in the Stock Exchange Market 85.103 - - 85.103
GROUP – COMPANY 31/12/2013
Level 1 Level 2 Level 3 Total
Financial Assets - - - -
Shares listed in the Stock Exchange Market 156.512 - - 156.512
Page 70
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
28.3. Financial risk management objectives
The management considers this risk managed and the existence of a special function for its monitor is
not considered necessary. This risk includes “market risk (including currency risk, fair value interest
rate risk, and price risk), credit risk, liquidity risk”. The company tries to minimize the consequences of
those risks and mainly the fluctuations of interest rate via the use of derivates financial instruments. The
company does not use derivative financial instruments for speculation purposes.
28.4. Market – Foreign currency
The company’s activities are mainly in the domestic market. The fluctuations between currency
exchange rate have effect only at the acquisition of foreign programme which is expressed in currency
other than euro. The company does not enter into any derivative financial instrument to manage its
exposure since it considers that the risk is immaterial.
The following table gives an indication of the impacts of dollar exchange rate fluctuations on the
company’s earnings and equity.
28.5 Interest rate risk management
The company is exposed to interest rate risk as it borrows long-term funds at floating interest rate. The
risk is managed by the group by the use of interest rate swap contracts. These hedging actions are being
evaluated periodically in order to estimate their effectiveness.
The following table presents an indication of the impacts of interest rate fluctuations on the company’s
earnings and equity.
Interest rate swap agreements
By these contracts the company tries to mitigate the risk of the fluctuating interest rate of fixed rate and
variable rate interest on the basis of notional amounts. These contracts allow the company to minimise
the consequences of interest rate fluctuations.
The fair value of these contracts is calculated at the time of preparation of the financial statements as
equal to the present value of future cash flows using estimation of the market rates about the future
interest rate.
Interest expenses of these contracts are paid on quarterly basis and are recorded in the statement of
comprehensive income.
At 31/12/2013 there were two contracts hedging cash flows total amount of € 50.000.000 imaginary
deadline until 2015.
The two interest rate swaps covering 50% of the bond loan.
The interest rate of the bond loan is 6 months euribor + 6,00% margin.
The compensation is in 6months euribor
The characteristics of the contracts are as follows:
Page 71
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
28.5 Interest rate risk management (cont.)
Contract 1 Contract 2
euro euro
Original conceivable amount 30,000,000 20,000,000 50,000,000
Expiry date 08/12/2015 08/12/2015
Valuation of 31.12.2013 (481,000)
The amount of the valuation (481,000) was charged to the income statement.
Accrued interest on derivatives payable on a quarterly basis and are charged to income . ( Financial
expenses note 9 ) .
The total fair value of the two contracts at the same date is 481 thousand loss .
Taken together the historical, positive for the company data , and within conservative policy , the
administration is not considered necessary before the relevant accounting fix. Start of the accounting for
such valuation was made in the current period. , without the necessity (due to minimal ) to do
comparative sizes.
28.6. Credit risk management
Credit risk refers to the probability of uncollectability of assets as trade receivables. The risk is
considerably mitigated with the adoption of the following policies by the company:
- on going credit evaluation of the customers
- partial guarantee provided by the customers
- partial credit guarantee insurance cover of receivables
The credit risk exposure is limited, since trade receivables consist of a large number of customers and
there is no dependence on a significant client.
Page 72
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
28.7. Liquidity risk management
The company manages liquidity risk by matching the maturity profits of financial assets and liabilities
and by maintaining adequate reserves (cash in hand and banking facilities) and reserve borrowing
facilities special purposes. The company manages liquidity risk by continuously monitoring forecast
and actual cash flows.
A. LIABILITIES
COMPANY
31/12/2012 Within one year
From 1 to 5
years After 5 years Total
Loans 32.814.510 90.675.535 - 123.490.045
Suppliers and others 55.754.868 0 8.381.601 64.136.470
TOTAL 88.569.378 90.675.535 8.381.601 187.626.515
31/12/2013
Loans 41.402.078 82.281.615 - 123.683.693
Suppliers and others 46.613.542 481.000 6.853.102 53.947.644
TOTAL 88.015.620 82.762.615 6.853.102 177.631.337
GROUP
31/12/2012 Within one year
From 1 to 5
years After 5 years Total
Loans 32.814.510 90.675.535 - 123.490.045
Suppliers and others 55.014.126 0 8.381.601 63.395.727
TOTAL 87.828.636 90.675.535 8.381.601 186.885.772
31/12/2013
Loans 41.402.078 82.281.615 - 123.683.693
Suppliers and others 44.502.334 481.000 6.853.102 51.836.436
TOTAL 85.904.412 82.762.615 6.853.102 175.520.129
Page 73
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
B. RECEIVABLES
The invoicing / credit policy followed by the company is cash sales and sales on credit. Cash sales are
completed with the collection of the total invoiced amount within 30 days from the issue of the invoice, and
sales on credit are completed with VAT collection in 30 days from the issue of the invoice and the collection
of the remaining amount in 160 days.
Debtors’ balances at 31/12/2013 are not covered by any form of collateral.
Maturity of the outstanding debtors’ balances is grouped within 12 months and there are no other material
outstanding balances beyond 6 months.
On 31/12/2013 the total of receivables that were characterized as doubtful were:
Against these bad debts a provision of € 17.313.144 has been accounted.
Apart from the doubtful debts there are no other receivables on delay.
Agreement of changes in the account ‘’provision for doubtful debtors, receivables and checks overdue. ‘’
GROUP ΕΤΑΙΡΕΙΑ
31.12.2013 31.12.2012 31.12.2013 31.12.2012
Balance 1.1 16.833.103 14.070.042 16.833.103 14.070.042
Year’s 2013 provision through
profit & loss
480.041
2.763.061
480.041
2.763.061
Balance 31.12 17.313.144 16.833.103 17.313.144 16.833.103
Clients 5.798.467
Checks delayed 10.525.829
Fund of Newspapers’ Staff of
Athens and Salonika (Advertising
Stamp Duty)
988.848
17.313.144
Page 74
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
29. Effects of the amended IAS 19
1/1/2012 1/1/2012 1/1/2012 1/1/2012
PUBLISHED RESTATED PUBLISHED RESTATED
Assets
Deferred income
tax assets 4.439.614,42 (740.178,60) 3.699.435,82 4.439.614,42 (740.178,60) 3.699.435,82
Equity and
liabilities
Total equity 54.054.554,86 2.960.714,40 57.015.269,26 53.282.759,86 2.960.714,40 56.243.474,26
Total non-current
liabilities
Staff leaving
Indemnity 11.085.895,00 (3.700.893,00) 7.385.002,00 11.085.895,00 (3.700.893,00) 7.385.002,00
31/12/2012 31/12/2012 31/12/2012 31/12/2012
PUBLISHED RESTATED PUBLISHED RESTATED
Assets
Deferred income
tax assets 1.111.406,89 (319.659,20) 791.747,69 1.111.406,89 (319.659,20) 791.747,69
Equity and
liabilities
Total equity 41.949.044,82 1.278.636,80 43.227.681,62 41.043.403,82 1.278.636,80 42.322.040,62
Total non-current
liabilities
Staff leaving
Indemnity 9.979.897,00 (1.598.296,00) 8.381.601,00 9.979.897,00 (1.598.296,00) 8.381.601,00
1/1 - 31/12/2012 1/1 - 31/12/2012 1/1 - 31/12/2012 1/1 - 31/12/2012
PUBLISHED RESTATED PUBLISHED RESTATED
Statement of
comprehensive
income
(Loss) /Profit before
taxation (18.834.233,67) (18.834.233,67) (19.005.505,67) (19.005.505,67)
(Loss) /Profit after
taxation (22.207.660,79) (22.207.660,79) (22.341.506,79) (22.341.506,79)
Other
comprehensive
income 22.850,75 1.278.636,80 1.301.487,55 22.850,75 1.278.636,80 1.301.487,55
Total
comprehensive
income for the year (22.184.810,04) 1.278.636,80 (20.906.173,24) (22.318.656,04) 1.278.636,80 (21.040.019,24)
Upon adoption of the amendments to IAS 19, the total unrecognized past service cost included in the statements of financial position of the 1/1/2012 (which is the
date of transition to the new IAS 19 as date / date of entry of the comparative period) and after transferred to the statement of comprehensive income and no longer
amortized in the income statements subsequent years . Specifically ,the restated accounts for the comparable periods resulting in the adoption of the amendments to
IAS 19 are as follows :
GROUP COMPANY
Effect of the
amended IAS 19
Effect of the
amended IAS 19
GROUP COMPANY
Effect of the
amended IAS 19
Effect of the
amended IAS 19
GROUP COMPANY
Effect of the
amended IAS 19
Effect of the
amended IAS 19
Page 75
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
29. Effects of the amended IAS 19 (cont.)
31/3/2013 31/3/2013 31/3/2013 31/3/2013
PUBLISHED RESTATED PUBLISHED RESTATED
Equity and liabilities
Total equity 32.560.343,27 32.560.343,27 32.055.846,27 32.055.846,27
Total non-current liabilities
Staff leaving Indemnity 8.509.081,50 8.509.081,50 9.979.897,00 9.979.897,00
Deferred income tax
liabilities 1.268.772,52 1.268.772,52 1.268.772,52 1.268.772,52
1/1 - 31/03/2013 1/1 - 31/03/2013 1/1 - 31/03/2013 1/1 - 31/03/2013
PUBLISHED RESTATED PUBLISHED RESTATED
Statement of
comprehensive income
(Loss) /Profit before taxation (8.586.180,26) (8.586.180,26) (8.197.457,26) (8.197.457,26)
(Loss) /Profit after taxation (10.975.810,85) 319.659,20 (10.656.151,65) (10.574.666,85) 319.659,20 (10.255.007,65)
Other comprehensive
income 1.587.109,30 (1.598.296,00) (11.186,70) 1.587.109,30 (1.598.296,00) (11.186,70)
Total comprehensive
income for the period (9.388.701,55) (1.278.636,80) (10.667.338,35) (8.987.557,55) (1.278.636,80) (10.266.194,35)
30/6/2013 30/6/2013 30/6/2013 30/6/2013
PUBLISHED RESTATED PUBLISHED RESTATED
Equity and liabilities
Total equity 31.177.829,03 31.177.829,03 30.537.868,03 30.537.868,03
Total non-current liabilities
Staff leaving Indemnity 8.636.562,00 8.636.562,00 8.636.562,00 8.636.562,00
Deferred income tax
liabilities 1.361.447,70 1.361.447,70 1.361.447,70 1.361.447,70
1/1 - 30/06/2013 1/1 - 30/06/2013 1/1 - 30/06/2013 1/1 - 30/06/2013
PUBLISHED RESTATED PUBLISHED RESTATED
Statement of
comprehensive income
(Loss) /Profit before taxation (9.887.496,24) (9.887.496,24) (9.649.360,24) (9.649.360,24)
(Loss) /Profit after taxation (12.388.003,68) 319.659,20 (12.068.344,48) (12.122.323,68) 319.659,20 (11.802.664,48)
Other comprehensive
income 1.616.787,89 (1.598.296,00) 18.491,89 1.616.787,89 (1.598.296,00) 18.491,89
Total comprehensive
income for the period (10.771.215,79) (1.278.636,80) (12.049.852,59) (10.505.535,79) (1.278.636,80) (11.784.172,59)
30/9/2013 30/9/2013 30/9/2013 30/9/2013
PUBLISHED RESTATED PUBLISHED RESTATED
Assets
Deferred income tax assets 2.343.250,79 2.343.250,79 2.343.250,79 2.343.250,79
Equity and liabilities
Total equity 39.598.679,05 39.598.679,05 38.970.487,05 38.970.487,05
Total non-current liabilities
Staff leaving Indemnity 8.764.042,50 8.764.042,50 8.764.042,50 8.764.042,50
1/1 - 30/09/2013 1/1 - 30/09/2013 1/1 - 30/09/2013 1/1 - 30/09/2013
PUBLISHED RESTATED PUBLISHED RESTATED
Statement of
comprehensive income
(Loss) /Profit before taxation (17.302.093,79) (17.302.093,79) (17.058.043,79) (17.058.043,79)
(Loss) /Profit after taxation (16.101.875,69) 319.659,20 (15.782.216,49) (15.824.426,69) 319.659,20 (15.504.767,49)
Other comprehensive
income 1.622.144,52 (1.598.296,00) 23.848,52 1.622.144,52 (1.598.296,00) 23.848,52
Total comprehensive
income for the period (14.479.731,17) (1.278.636,80) (15.758.367,97) (14.202.282,17) (1.278.636,80) (15.480.918,97)
Effect of the amended IAS
19
Effect of the amended IAS
19
GROUP COMPANY
Effect of the amended IAS
19
Effect of the amended IAS
19
GROUP COMPANY
Effect of the amended IAS
19
Effect of the amended IAS
19
GROUP COMPANY
Effect of the amended IAS
19
Effect of the amended IAS
19
GROUP COMPANY
Effect of the amended IAS
19
Effect of the amended IAS
19
GROUP COMPANY
The interim financial statements for 2013 had been published prior to the adoption of the 1/1/2012, originally designated to the affected sizes and these sizes are listed below:
GROUP COMPANY
Effect of the amended IAS
19
Effect of the amended IAS
19
Page 76
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
30. Contingent liabilities
30.1. Additional tax may be charged by the tax authorities in case of tax inspection for the unaudited fiscal
year 2010 (note 12). Taking into account the experience of previous years, substantial charges are not
expected.
30.2. Compensations to third parties of about 28.64 million which are expected to adjudicated for lawsuits
that have been filed against the company. The legal advisors do not expect substantial charges for the
company from these claims.
31. Financial Commitments
31.1 Commitments under agreements of approximately 7.60 million euro for the production of Greek
programmes.
31.2 Commitments under agreements of approximately 4.42 million euro for foreign programmes.
31.3 Commitments under agreements of approximately 4.28 million euro for premises.
Operating lease obligations
Payble for the period 01/01/2014 - 31/12/2014 1.605.198
Payble for the period 01/01/2015 - 31/12/2018 2.673.970
Payble after a five year period from 01/01/2019 0
4.279.168
32. Remuneration of executives and management
Board of Directors´ salaries and other members of the management salaries including the remuneration of
the management were as follows:
01/01-31/12/2013 01/01-31/12/2012
Salaries 2.242.481 2.332.717
BOD remuneration - -
Page 77
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
33. Related parties transactions
Related parties, besides the company TELETYPOS CYPRUS Ltd. (100%) and the company Logos Cyprus
(25%), are companies that their presentation in the BOD of the parent company are from people who
exercise significant control in these companies (Transactions with affiliated companies have been eliminated
in the statement of financial position due to consolidation).
Transactions with related parties are as follows:
Transactions with related parties are in accordance with the usual transaction and pricing policy of the
company. The existing claims / liabilities are not secured with any guarantee. They are settled according to
the company’s credit policy. There was no need to create a provision for contingency claims.
SALE SALE PURCHASE PURCHASE
01/01-31/12/13 01/01-31/12/12 01/01-31/12/13 01/01-31/12/12
DOL 725.033 698.004 302 2.354
PHGASOS 0 0 0 0
ANOSI S.A 0 0 6.573.724 6.185.054
ATA S.A. 0 0 2.815.760 3.088.473
O LOGOS 0 2.150 0 0
TELETYPOS CYPRUS* 0 0 0 0
TOTAL 725.033 700.154 9.389.786 9.275.881
31/12/2013 31/12/2012 31/12/2013 31/12/2012
DOL 3.380.755 2.488.964 -3.267 -2.895
PHGASOS 0 0 0 0
ANOSI S.A. 0 0 -10.225.355 -9.902.569
ATA S.A. 0 0 -4.723.774 -4.719.420
O LOGOS 2.150 2.150 0 0
TELETYPOS CYPRUS (dividends) 0 0 0 0
TELETYPOS CYPRUS* 0 0 -2.662.403 -2.682.403
TOTAL 3.382.905 2.491.114 -17.614.799 -17.307.287
In the Group, the above amounts were eliminated for consolidation purposes.
CLAIMS LIABILITIES
Page 78
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
34. Events after the statement of financial position date
a) On 19.02.2014 registered in the General Electronic Commercial Registry (G.E.MI) with code registration
number 160286, the minute of the Board of Directors dated 10.02.2014 of the company under the name
'TELETYPOS SA TELEVISION PROGRAMMES' according to which:
- Athanasios Andreoulis elected as new member of the Board of Directors in the position of the resigned at
7.2.2014 Anthony Theocharis and Anthony Theocharis elected as independent non-executive director in the
position of the resigned at 2.7.2014 independent non-executive member George Aidinis, for the rest of
service of the resigned members.
- After this replacement the Board of Directors was re-constituted and blocking rights and representation
allocated as follows:
Stavros P. Psicharis - Chairman, non-executive member
Athanasios Andreoulis - CEO , executive member
Georgios Bobolas - Non-executive member
Fotios Bobolas - Non-executive member
Elias Tsigas - Non-executive member
Panagiotis Psicharis - Non-executive member
Antonios Theocharis - Independent non-executive member
Georgios Prousanidis - Independent non-executive member
The Board of Directors will be in office until 1/7/2018.
β) At 10/02/2014 the amount of 702.420 euro was debited to the ‘Digital Provider S.A’ account as a result of
the share capital increase that was approved at the General Assemble of 16/09/2013. The amount 702.420
euro corresponds to the participation of Teletypos S.A. in the share capital increase. Since the approval of
the financial statements of 2013 the aforementioned share capital increase has not been completed.
Page 79
TELETYPOS TELEVISION PROGRAMMES S.A.
“MEGA CHANNEL - GREECE”
Notes to the consolidated and separate financial statements in accordance with IFRS
31st December, 2013
(Expressed in Euro)
35. Approval of financial statements
The financial statements have been approved by the BoD at the 6th of March 2014.
Athens, 06 March 2014
President of Board of Directors Managing Director Chief Accountant
Stavros P.Psicharis Athanasios G. Andreoulis Vasilios A. Kritikos
Χ 214638 Φ 064116 Licence No 0004759 O.E.E. A’CLASS
Page 80
TELETYPOS TELEVISION PROGRAMMES S.A.
Companies Reg. No 19407/06/Β/89/20
36. TABLE OF USE OF FUNDS RAISED
In accordance with article 4.1.2 of the Athens Exchange Regulation and decisions no. 25/17.07.2008 of the Board of Directors of Athens Exchange and no. 7/448/11.10.2007 of the Board of Directors of Hellenic Capital Market Commission, it is hereby announced that the company’s share capital was increased by the issue of 50.396.500 new ordinary registered shares with voting rights and raised total funds amounted to € 15.118.950. Total expenses due to the share capital increase amounted to € 369.098,47 and were fully covered by the proceeds of the above mentioned share capital increase. Thus, total funds raised net of share capital issue costs amounted to € 14.749.851,53 . Athens Exchange approved on 04.10.2013 the admission to trading on the ATHEX of the 50.396.500 new shares. The new shares commence trading on the ATHEX on 14.10.2013.
(Amounts in euro)
Total funds raised
(amounts in €) % Use of funds Balance of funds
Use of Funds raised
As of 04/10/2013 As of 31/12/2013
Repayment of suppliers 8.869.851,53 61,11% 8.869.851,53 -
Installment payment of debenture loan 5.880.000,00 38,89% 5.880.000,00 -
Issue costs 369.098,47 2,44% 369.098,47 -
Total 15.118.950,00 100% 15.118.950,00 --
Athens, 06 March 2014
President of Board of Directors Managing Director Chief Accountant
Stavros P.Psicharis Athanasios G. Andreoulis Vasilios A. Kritikos
Χ 214638 Φ 064116 Licence No 0004759 O.E.E. A’CLASS
Page 81
Report of factual findings
(Translation from the original in Greek)
To the Board of Directors of
«MEGA CHANNEL»
We have performed the agreed upon procedures enumerated below with respect to the dataof the “TABLE FOR THE
USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE” Our engagement was undertaken in accordance
with the International Standard on Related Services 4400 applicable to agreed-upon procedures engagements. We have
agreed to perform the following procedures and report to you the factual findings resulting from our work.
Procedures performed
Our procedures are summarized as follows:
1. We compared the amounts reported as allocated funds in the attached "TABLE FOR THE
USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE" with the respective amounts
recorded in the company’s books and records during the related period.
2.We examined and verified consistency of Table’s data with the Prospectus issued by the
company for this purpose as well as with the relative announcements and decisions
from the responsible bodies of the company.
We report our findings below:
a)With respect to item 1 we found that the allocated funds per year as shown in the attached “TABLE FOR
THE USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE" are in agreement with the
company’s books and records for the respective periods.
b) The content of the Table includes the minimum information provided for this purpose by the regulatory
framework of the Athens Stock Exchange and the relevant legal framework of Capital Market and is consistent
with those mentioned in the relevant Prospectus and the relevant resolutions and announcements of the competent
company bodies.
Page 82
Since the above procedures do not constitute either an audit or a review made in accordance with International Standards
on Auditing or International Standards on Review Engagements we do not express any assurance in addition to those
mentioned above.
Had we performed additional procedures or had we performed an audit or review in accordance
with International Standards on Auditing or International Standards on Review Engagements, other matters might have
come to our attention that would have been reported to you.
Our report is solely for the purpose set forth in the first paragraph of this report in compliance
with the obligations to the Supervisory Authorities, and is not be used for any other purpose. This report relates only to
the data specified above and does not extend to any financial statements of the company, taken as a whole.
Piraeus, 10 March, 2014
THE CERTIFIED PUBLIC ACCOUNTANT
COSTAS CONSTANTINOU
REG. NO. 33801
MOORE STEPHENS
CHARTERED ACCOUNTANTS
REG. NO. 119