iesy Repository GmbH - Irish Stock Exchange

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decreased to 10.5% in the three months ended March 31, 2005 compared to 13.5% in the three months ended March 31, 2004. Personnel Expenses Personnel expenses include fixed and variable salaries and wages, social security, and other pension costs of ish’s permanent staff. It also includes other forms of variable compensation enjoyed by non-tariff employees in accordance with a scheme that closely links this variable compensation to ish’s overall performance, historically measured by revenues and EBITDA. Employees whose compensation is covered by collective bargaining agreements also receive variable compensation; however, this generally makes up a smaller proportion of their total compensation when compared to nontariff employees. Further, personnel expenses include other forms of compensation such as overtime, stand-by pay and similar payments, but do not include temporary staff expenses, which are included as other operating expenses. Wages and salaries. Wages and salaries decreased by €0.4 million, or 3.1%, from €12.4 million in the three months ended March 31, 2004 to €12.0 million in the three months ended March 31, 2005. This decrease was primarily due to the lower average number of employees. ish’s wages and salaries as a percentage of total revenues decreased to 11.6% in the three months ended March 31, 2005 compared to 12.1% in the three months ended March 31, 2004. Social security, and other pension costs. Social security and other pension costs decreased by €0.02 million, or 0.8%, from €2.45 million in the three months ended March 31, 2004 to €2.43 million in the three months ended March 31, 2005. This decrease was primarily due to the factor described above in “Wages and salaries.” ish’s social security and other pension costs as a percentage of total revenues decreased to 2.3% in the three months ended March 31, 2005 compared to 2.4% in the three months ended March 31, 2004. Depreciation and Amortization Depreciation and amortization expenses relate to property, plant and equipment, intangible assets and business expansion expenses. Depreciation and amortization decreased by €1.4 million, or 2.9%, from €49.3 million in the three months ended March 31, 2004 to €47.9 million in the three months ended March 31, 2005. This decrease was due to certain office equipment reaching the end of its depreciable life during the period. ish’s depreciation and amortization expenses as a percentage of total revenues decreased to 46.3% in the three months ended March 31, 2005 compared to 47.9% in the three months ended March 31, 2004. Other Operating Expenses Other operating expenses mainly include GEMA and VG Media fees, rent and leasing expenses, advertising expenses, IT expenses and legal expenses and consulting fees. Sales commissions related to acquisitions of new subscribers are also included in other operating expenses. Other operating expenses decreased by €2.0 million, or 9.4%, from €21.7 million in the three months ended March 31, 2004 to €19.7 million in the three months ended March 31, 2005. This decrease was primarily due to the implementation of cost-saving measures which reduced ish’s consulting fees and rental and leasing fees. Other Interest and Similar Income Other interest and similar income decreased by €0.2 million, or 27.3%, from €0.7 million for the three months ended March 31, 2004 to €0.5 million for the three months ended March 31, 2005. Interest and Similar Expenses Interest and similar expenses include interest and fees paid with respect to ish’s senior credit facilities. Other interest and similar expenses decreased by €4.6 million, or 21.7%, from €21.2 million in the three months ended March 31, 2004 to €16.6 million in the three months ended March 31, 2005. This decrease was primarily due to the repayment of approximately €116.2 million of debt in 2004 and fluctuation in the valuation of certain related hedging arrangements. Income Taxes ish had a de minimis amount of income tax in the three months ended March 31, 2005 and in the three months ended March 31, 2004 relating to the business of KSG. 124
Net Loss Net loss was €17.9 million in the three months ended March 31, 2004 compared to a net loss of €7.3 million in the three months ended March 31, 2005. This change was caused by the factors indicated above (resulting in an improved result from ordinary activities in the three months ended March 31, 2005 compared to the three months ended March 31, 2004 of €10.6 million). Liquidity and Capital Resources as of and for the three months ended March 31, 2004 and 2005 Cash Flows ish’s primary sources of liquidity are cash flows from operating activities and bank borrowings. The table below summarizes ish’s cash flows for the three months ended March 31, 2004 and 2005: 125 Unaudited three months ended March 31, 2004 2005 (€’000s) Cash flow from operating activities 35,410 41,762 Cash flow from investing activities (4,962) (7,321) Cash flow from financing activities (1,843) (12,991) Three months ended March 31, 2005 compared to the three months ended March 31, 2004 Cash Flow from Operating Activities ish’s cash flow provided from operating activities increased by €6.4 million from a cash inflow of €35.4 million in the three months ended March 31, 2004 to a cash inflow of €41.8 million in the three months ended March 31, 2005. The cash flow was favorably impacted by the decrease of the net loss in the three months ended March 31, 2005 compared to the net loss of the three months ended March 31, 2004. The lower net loss of €10.6 million was offset by decreases in depreciation and accruals, as well as a lower increase in trade accounts receivable and other assets due to the timing of billing for strategic customers, resulting in an increase in the cash flow from operating activities of only €6.4 million. Cash Flow from Investing Activities ish’s cash flow used in investing activities increased by €2.3 million from a cash outflow of €5.0 million in the three months ended March 31, 2004 to a cash outflow of €7.3 million in the three months ended March 31, 2005. This change was primarily due to payments in the beginning of 2005 relating to investments made in 2004. Cash Flow from Financing Activities ish’s cash flow from financing activities increased by €11.1 million from a cash outflow of €1.8 million in the three months ended March 31, 2004 to a cash outflow of €13.0 million in the three months ended March 31, 2005. This change was due to a loan in the amount of €11.0 million granted to the Kabelnetz Ltd. As a result of the factors described above, ish’s cash balance was €138.1 million and €108.0 million as at March 31, 2004 and 2005, respectively. Capital Resources For a discussion of capital resources, please see “Operating and Financial Review and Prospects of <strong>iesy</strong>—Cash Flow— Capital Resources.” Aggregate Financial Obligations The following table summarizes the financial payments that ish will be obligated to make under its debt instruments as of March 31, 2005. The information presented in the table below reflects management’s estimates of the contractual maturities of ish’s obligations. These maturities may differ significantly from the actual maturity of these obligations. In particular, debt under ish’s existing credit facilities may be retired earlier due to mandatory prepayments, such as from excess cash flow.
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PROSPECTUS iesy Repository GmbH €
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the market price of the Notes at a
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which the issue or the offer of sec
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“combined entity”, and “we”
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“Tele Columbus” refers to the c
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Revenue generating units, or “RGU
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CURRENCY PRESENTATION AND EXCHANGE
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end of 2005. Our subscribers can al
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populations, with approximately 2.7
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In April/May 2005, iesy entered int
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Our Corporate and Financing Structu
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THE OFFERING The summary below desc
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Optional Redemption We may redeem a
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SUMMARY FINANCIAL AND OPERATING INF
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iesy Other Financial Data (unaudite
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iesy Operational Data (unaudited) R
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ish Income Statement Data Audited y
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35 Three months ended Year ended De
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37 As of December 31, As of March 3
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RISK FACTORS You should carefully c
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acquiring content, purchasing servi
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agreements—MSG”). We cannot ass
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In addition, most of our cable netw
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Strikes or other industrial actions
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acquisitions. In addition, any addi
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provision and may not be abusive. S
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€1,050.0 million would have been
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We depend on payments from our subs
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• Claims against the Issuer and s
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Senior Credit Facilities before the
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court rulings did not address the p
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THE ISH ACQUISITION The description
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In addition to the warranties, spec
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CAPITALIZATION The following table
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Unaudited Pro Forma Condensed Conso
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NOTES TO THE UNAUDITED PRO FORMA CO
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Page 75 and 76: Income Statement Data 75 Audited Ye
Page 77 and 78: (7) Number of subscribers at the en
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Page 81 and 82: egulated pricing model. Fees are pa
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Page 85 and 86: Legal, Consulting and Management Fe
Page 87 and 88: Subscribers iesy classifies its cus
Page 89 and 90: 2003 to €8.20 per subscriber in t
Page 91 and 92: • the senior credit facilities we
Page 93 and 94: average installation fees from July
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Page 97 and 98: In the three months ended March 31,
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Page 105 and 106: educed or increased by a material a
Page 107 and 108: Income Statement Data Audited year
Page 109 and 110: 109 As of December 31, As of March
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Page 113 and 114: In addition, ish markets pay-per-vi
Page 115 and 116: Cost of Materials and Services Cost
Page 117 and 118: For accounting purposes, ish treats
Page 119 and 120: Subscribers ish classifies its cust
Page 121 and 122: Competition ish faces significant c
Page 123: This decrease was primarily due to
Page 127 and 128: Pension Obligations As of March 31,
Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
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Page 133 and 134: accrual for pending losses. The exp
Page 135 and 136: International Financial Reporting S
Page 137 and 138: Content Providers Basic Television
Page 139 and 140: Digital Home” and PrimaCom offers
Page 141 and 142: [GRAPHIC] [GRAPHIC] Level 4 is the
Page 143 and 144: shared access basis. In this case,
Page 145 and 146: The following table shows several k
Page 147 and 148: In the domestic market, the German
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Page 155 and 156: iesy’s Current Basic Cable Televi
Page 157 and 158: amounted to €8.0 million or 5.9%
Page 159 and 160: within iesy’s upgraded areas and
Page 161 and 162: Supply The following chart shows th
Page 163 and 164: Term Sheet Service Duration Offer o
Page 165 and 166: y the new fiber system. See “Oper
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Page 171 and 172: ish’s Current Basic Cable Televis
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Customers who subscribe to Premiere
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Sales ish’s sales team is divided
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The following chart illustrates ish
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Term Sheet Service Duration Co-use
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Lease of space for broadband cable
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Other Significant Supply Agreements
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ights themselves. As an exception,
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Competition The cable television an
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Introduction REGULATION German law
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We assume that we will be deemed to
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The Amendment provides that provisi
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• Providers who had a dominant po
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in the Munich office of Apax Partne
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Marketing for Germany and Austria,
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Gerard Tyler is ish’s Treasurer.
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CERTAIN RELATIONSHIPS AND RELATED P
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Beneficial Ownership The following
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DESCRIPTION OF OTHER INDEBTEDNESS T
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period (unless the interest period
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Subordinated Bridge Facility In con
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• the ability of the Obligors (ot
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owed by the Insolvent Obligor will
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DESCRIPTION OF THE NOTES The Issuer
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in London, the Bank of New York, Ne
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Issuer have agreed that iesy Hessen
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Subsidiary Guarantor outstanding wh
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the amount of their secured claim.
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provisions described under “—De
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In addition, the Intercreditor Agre
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Euro Note to and including February
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circumstances referred to above exi
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that it has unconditionally exercis
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time outstanding not exceeding (i)
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description of this covenant and no
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Date of any Indebtedness that has b
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(13) Investments in an aggregate am
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supplement or other modification) t
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(1) the assumption by the transfere
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Reports Whether or not required by
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of the European Union on January 1,
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contemporaneously with any such act
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25% in principal amount of the outs
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(2) provide for the assumption by a
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(6) an Officer’s Certificate stat
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calculated based on the relevant cu
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“Bank Indebtedness” means any a
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Consolidated Net Income (excluding
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(9) the impact of capitalized inter
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“Exchange Act” means the U.S. S
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(iii) for the avoidance of doubt, a
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“Nationally Recognized Statistica
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(2) Investments in another Person i
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(15) Permitted Collateral Liens; (1
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(5) in the case of Apollo and Golde
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service level agreement as replaced
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“Unrestricted Subsidiary” means
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The Issuer and the Trustee and thei
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Secondary Market Trading The Book-E
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to trade tax. The taxable gain from
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date). A U.S. Holder’s adjusted t
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(c) for so long as the Notes are el
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PLAN OF DISTRIBUTION We, the Subsid
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LEGAL MATTERS Certain legal matters
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WHERE YOU CAN FIND OTHER INFORMATIO
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Listing LISTING AND GENERAL INFORMA
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INDEX TO FINANCIAL STATEMENTS iesy
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Assets iesy Hessen GmbH & Co. KG, W
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I. Application of Legal Provisions
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III. Explanation of Balance Sheet a
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Last year’s extraordinary expense
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INDEPENDENT AUDITORS’ REPORT We h
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iesy Repository GmbH, Hamburg AMEND
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and remaining useful life for the i
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The movements in consolidated equit
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iesy Repository GmbH, Hamburg AMEND
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Assets iesy Repository GmbH, Hambur
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I. Basis of Presentation The consol
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V. Explanations to Material Items o
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Network infrastructure, rental, lea
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iesy Repository GmbH, Hamburg UNAUD
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1. Basis of Presentation iesy Repos
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5. Explanations to Material Items o
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Shareholdings of iesy Repository Gm
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iesy Hessen GmbH & Co. KG, Weiterst
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COURTESY TRANSLATION FROM THE GERMA
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(1) General COURTESY TRANSLATION FR
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(3) Accounting and Valuation Princi
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The following auditors’ report (B
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Inventories COURTESY TRANSLATION FR
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Goodwill COURTESY TRANSLATION FROM
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Depreciation and Amortization COURT
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(1) General COURTESY TRANSLATION FR
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Cost of materials COURTESY TRANSLAT
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[THIS PAGE INTENTIONALLY LEFT BLANK
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Goodwill. Under German GAAP, the di
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Under U.S. GAAP, loan origination f
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IFRS requires a purchase price allo
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financial liability incurred result
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€235,000,000 10 1 /8% Senior Note
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iesy Repository GmbH - Irish Stock Exchange

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