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iesy Repository GmbH - Irish Stock Exchange

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condition or results of operations” and “—Risks Relating to the Notes, the Subsidiary Guarantees and the Security—We have<br />

not included IFRS or U.S. GAAP financial information in this Prospectus, and there may be certain significant differences<br />

between our financial position and results of operations under German GAAP, IFRS or U.S. GAAP.”<br />

Copyright Agreements<br />

See “—Other Operating Expenses—Copyright License Fees.”<br />

Financial Debt<br />

In connection with the ish Acquisition and the Financing, <strong>iesy</strong> was required to repay ish’s existing debt an estimated<br />

€692.3 million (approximately €583.3 million relating to ish’s bank loan, €100.0 million relating to notes outstanding and<br />

approximately €9.0 million relating to swaps) upon completion of the ish Acquisition.<br />

Other Liabilities<br />

Other liabilities include €1.6 million which relates to accrued interest on loans due after the balance sheet date.<br />

Deferred Income<br />

Deferred income consists of €55.8 million prepayments received from customers for cable television services to be<br />

provided after December 31, 2004.<br />

Pension Obligations<br />

As of December 31, 2004, 9.75% of ish’s employees were covered by a pension program, which was transferred to ish<br />

from DTAG. The covered employees receive a percentage of the previous year’s gross income, multiplied by a variable age<br />

factor. As of December 31, 2004, ish has €3.4 million reserved on its balance sheet with respect to its exposure with respect<br />

to pension obligations. See “Risk Factors—Risks Relating to our Business—We have unfunded liabilities tied with respect to<br />

our pension plans and other post-retirement benefits.”<br />

As of December 31, 2004, 18.5% of ish’s workforce participated in a pension plan with DTAG. ish is required to make<br />

monthly payments to DTAG for each employee concerned. These payments equal 30% of the covered individual’s gross civil<br />

servant salary (“versorgungsfähige Beamtenbezüge”) and amount to approximately €700 to €1,500 per month per eligible<br />

person. See “Risk Factors—Risks Relating to Our Business—We have unfunded liabilities with respect to our pension plans<br />

and other post retirement benefits.”<br />

ish is also involved, from time to time, in lawsuits, claims, investigations and proceedings, including copyright,<br />

environmental, human resources, workplace health and safety, and commercial matters that arise in the ordinary course of<br />

business. See “Risk Factors—Risks Relating to Our Business—Uncertainties as to copyright laws may adversely affect our<br />

ability to conduct our business” and “Business—Business of <strong>iesy</strong>—Legal Proceedings.”<br />

Qualitative and Quantitative Disclosure of Market Risk<br />

Currency Risk<br />

ish’s reporting currency is the euro. ish has no revenues, and few expenses or liabilities, that are denominated in<br />

currencies other than the euro. In the future, if ish incurs other debt denominated in other currencies, such as dollar<br />

denominated bank or bond debt, ish could incur additional currency risk and related hedging costs.<br />

Interest Rate Risk<br />

ish’s exposure to market risk for changes in interest rates relates primarily to its debt obligations. ish currently pays<br />

interest on bank loans and finance loans relating to loan agreements with a consortium of lenders as well as finance loans<br />

granted by ish’s creditors in fiscal year 2002 in connection with the reorganization.<br />

In 2003, ish paid approximately €47.0 million in bank and finance loan interest. In addition, in 2003, ish accounted for<br />

€27.0 million as interest expenses from the capital lease payments, relating to the capital lease agreement with DTAG for coutilization<br />

rights for cable ducts.<br />

To hedge the interest rate risk of the floating rate senior debt, interest swap transactions were concluded by ish in fiscal<br />

year 2001. At December 31, 2004, ish had interest rate swaps relating to €255.0 million of floating rate senior debt. Due to<br />

changes in interest rates, the fair value of these swap transactions as of the balance sheet date gave rises to a decrease of the<br />

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