iesy Repository GmbH - Irish Stock Exchange

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<strong>iesy</strong> Hessen <strong>GmbH</strong> & Co. KG, Weiterstadt PROFIT AND LOSS STATEMENT FOR THE PERIOD FROM JANUARY 1 TO DECEMBER 31, 2002 308 2002 2001 T € T € 1. Sales 108,593 109,610 2. Own capitalized costs 1,611 2,172 3. Other operating income 9,024 6,404 4. Costs of materials a) Costs of raw materials, supplies and merchandise -1,520 -421 b) Costs of purchased services -26,853 -25,547 5. Personnel costs a) Wages and salaries -16,157 -9,961 b) Social security, pension costs -3,656 -2,565 (Thereof pension costs T € 1.138; prior year T € 1.581) 6. Amortisation and depreciation of intangible and tangible assets -546,473 -324,973 7. Other operating expenses -59,709 -58,782 8. Other interest and similar income 1,776 3,361 (Thereof from affiliated companies T € 749; prior year T € 922) 9. Interest and similar expenses -7,099 -5,149 10. Loss on operating activities -540,463 -305,851 11. Extraordinary expenses -16,090 -5,457 12. Net loss -556,553 -311,308
I. Application of Legal Provisions The annual financial statements of the Company as of December 31, 2002 have been prepared assuming the going concern principle. The commercial law provisions for trading partnerships in accordance with § 264a HGB were also complied to. Accordingly, the provisions of the HGB for large-sized corporations have been applied. In accordance with § 264b HGB, the Company has seized the possibility of exemption concerning the preparation of a management report. The income statement is presented in the cost-categories-oriented format. II. Accounting and Valuation Methods Start-up and Business Expansion Expenses The activated expenses comprise mainly expenses for business expansion and new products. They are written off over a period of four years. Furthermore, the remaining book value as of December 31, 2002, has been written off completely. Intangible and Tangible Assets Intangible assets acquired are valued at acquisition cost, reduced by ordinary and extraordinary amortization. Amortization has been effected by the straight-line method based on the expected useful life. The useful life of software is 2 to 4 years, of the customer base it is 10 years (indirect customer base) or 20 years (direct customer base) and of goodwill it amounts to 15 years. Tangible assets are valued at original cost, reduced by ordinary depreciation at the amount permissible under tax law. Depreciation has been effected by the straight-line method of depreciation based on the expected useful life. The useful life of technical plant and equipment is 10 to 15 years and of the other property, plant and equipment it is 3 to 10 years. Additions to movable tangible assets are depreciated in the following way: full regular annual depreciation for fixed assets added in the first half of the year, half the regular annual depreciation for additions in the second half of the year. Low-cost assets are entirely depreciated in the year of their addition. Extraordinary depreciation is made, to the extent necessary, in order to show assets at their lower net realizable value on the closing date. date. Inventories Inventories are valued at acquisition cost or at the lower net realizable values. Trade Receivables and Other Assets Trade receivables and other assets are shown at the nominal value or at their lower attributable value on the closing The risks of the existing trade receivables have been considered by adequate itemized and lump-sum allowances. Prepaid Expenses Prepaid expenses contain payments before the closing date, which will be expenses for a certain period of time after the closing date. Accruals Accruals have been set up at the amounts necessary according to reasonable business assessment. The going concern value of the pension commitments has been valued in accordance with § 6a EStG. Liabilities Liabilities are shown at their repayment amounts. 309
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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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(€m, except percentages) Pro form
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Income Statement Data 75 Audited Ye
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(7) Number of subscribers at the en
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• iesy’s premium cable televisi
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egulated pricing model. Fees are pa
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Risks Relating to Our Indebtedness
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Legal, Consulting and Management Fe
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Subscribers iesy classifies its cus
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2003 to €8.20 per subscriber in t
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• the senior credit facilities we
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average installation fees from July
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Cash flow from investing activities
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In the three months ended March 31,
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eview and optimization of services
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Cash Flow from Operating Activities
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oadcasters in television and radio.
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educed or increased by a material a
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Income Statement Data Audited year
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109 As of December 31, As of March
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• ish’s premium cable televisio
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In addition, ish markets pay-per-vi
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Cost of Materials and Services Cost
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For accounting purposes, ish treats
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Subscribers ish classifies its cust
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Competition ish faces significant c
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This decrease was primarily due to
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Net Loss Net loss was €17.9 milli
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Pension Obligations As of March 31,
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Term Sheets with DTAG, BRN-ish agre
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estructuring liabilities, while 200
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accrual for pending losses. The exp
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International Financial Reporting S
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Content Providers Basic Television
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Digital Home” and PrimaCom offers
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[GRAPHIC] [GRAPHIC] Level 4 is the
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shared access basis. In this case,
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The following table shows several k
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In the domestic market, the German
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BUSINESS Unless otherwise indicated
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Germany, with approximately 30.2 mi
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Prudently deploying capital. Our de
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iesy’s Current Basic Cable Televi
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amounted to €8.0 million or 5.9%
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within iesy’s upgraded areas and
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Supply The following chart shows th
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Term Sheet Service Duration Offer o
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y the new fiber system. See “Oper
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part of settling arbitration procee
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Business of ish Products and Servic
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ish’s Current Basic Cable Televis
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In addition to the monthly subscrip
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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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Page 259 and 260: (2) provide for the assumption by a
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Page 265 and 266: “Bank Indebtedness” means any a
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Page 271 and 272: “Exchange Act” means the U.S. S
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Page 277 and 278: (2) Investments in another Person i
Page 279 and 280: (15) Permitted Collateral Liens; (1
Page 281 and 282: (5) in the case of Apollo and Golde
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Page 287 and 288: The Issuer and the Trustee and thei
Page 289 and 290: Secondary Market Trading The Book-E
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Page 295 and 296: (c) for so long as the Notes are el
Page 297 and 298: PLAN OF DISTRIBUTION We, the Subsid
Page 299 and 300: LEGAL MATTERS Certain legal matters
Page 301 and 302: WHERE YOU CAN FIND OTHER INFORMATIO
Page 303 and 304: Listing LISTING AND GENERAL INFORMA
Page 305 and 306: INDEX TO FINANCIAL STATEMENTS iesy
Page 307: Assets iesy Hessen GmbH & Co. KG, W
Page 311 and 312: III. Explanation of Balance Sheet a
Page 313 and 314: Last year’s extraordinary expense
Page 315 and 316: INDEPENDENT AUDITORS’ REPORT We h
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Page 325 and 326: Assets iesy Repository GmbH, Hambur
Page 327 and 328: I. Basis of Presentation The consol
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Page 331 and 332: Network infrastructure, rental, lea
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Page 335 and 336: 1. Basis of Presentation iesy Repos
Page 337 and 338: 5. Explanations to Material Items o
Page 339 and 340: Shareholdings of iesy Repository Gm
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Page 343 and 344: COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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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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