iesy Repository GmbH - Irish Stock Exchange

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iesy Repository GmbH, Hamburg CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 A. Non-current assets I. Intangible Assets 1. Concessions, Industrial Property Rights and Similar Rights 90,028 2. Goodwill 19,018 3. Advanced Payments 90 316 T € 109,136 II. Tangible Assets 1. Technical Plant and Machinery 137,758 2. Other Plant, Furniture and Office Equipment 2,255 3. Advanced Payments and Constructions in Progress 1,084 141,097 250,233 B. Current assets I. Inventories 1,570 II. Receivables and Other Assets 1. Trade receivables 13,471 2. Other assets 3,589 17,060 III. Cash and Cash at Banks 58,022 76,652 C. Prepaid expenses 150 327,035 A. Equity I. Share capital 10,351 II. Capital Reserves 93,819 III. Loss Carried Forward -2 IV. Consolidated Net Loss -4,952 V. Minority interest 16,233 115,449 B. Provisions and Accruals 1. Pension Provisions 1,233 2. Tax Provisions 0 3. Other Provisions and Accruals 20,773 22,006 C. Liabilities 1. Liabilities to Banks 149,974 2. Trade Payables 5,649 3. Liabilities to Affiliated Companies 81 (thereof to shareholder T €81) 4. Other Liabilities 9,058 (Thereof taxes T €4.926) (Thereof social security T €288) 164,762 D. Deferred income 24,818 327,035
iesy Repository GmbH, Hamburg AMENDED CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE PERIOD FROM JANUARY 1 TO DECEMBER 31, 2003 T € 1. Sales 126,243 2. Own Work Capitalized as Fixed Assets 669 3. Other Operating Income 10,956 4. Cost of Materials a) Raw Materials and Consumables -2,687 b) Purchased Services -25,137 5. Personnel Expenses a) Salaries and Wages -19,062 b) Social Security, Pension and Other Benefits -3,902 (thereof old-age Benefits T € 1.161) 6. Depreciation -41,879 7. Other Operating Expenses -31,140 8. Other Interest and Similar Income 1,283 9. Interest and Similar Expenses -11,014 (thereof to related parties T € 6) Profit from Ordinary Activities 4,330 10. Extraordinary Income 1,221 11. Extraordinary Expenses -28,659 12. Taxes on Income 64 13. Adjustment item reflecting the result until acquisition date January 14, 2003 17,509 14. Net Loss (-) -5,535 15. Loss attributable to minority interests 583 16. Consolidated loss -4,952 1. Basis of Presentation iesy Repository GmbH, Hamburg NOTES TO THE AMENDED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2003 The consolidated financial statements of iesy Repository GmbH for the financial year from 1 January to 31 December 2003 have been prepared in compliance with German Commercial Code. The consolidated profit and loss account is presented in the cost categories-oriented format pursuant section 275 para. 2 of HGB. The consolidated financial statements for the year ending 31 December 2003 have been prepared assuming the Group will continue as a going concern. 2. Change of Consolidated Accounts The company acquired in 2003 the majority of shares in New iesy GmbH, a subgroup. At acquisition date, January 14, 2003, no interim statements were available. Therefore the result for the subgroup accounts of New iesy GmbH at acquisition date has been calculated based on a pro-rata-basis. Purpose of this calculation has been the determination of the pro rata result for the period from January 1 through January 14, 2003, not the determination of income and expense items as from acquisition date. The reason for the changed presentation was to avoid a presentation of income and expense items that cannot be derived from the original bookkeeping and which comparison with the year 2004 is limited. The income and expense items now include the period from January 1 to December 31, 2003. The pro rata result for the period from January 1 through January 14, 2003 has been corrected in aggregation using an adjustment item instead of adjusting the individual income and expense items. In addition, the cash flow statement which formed part of the notes is now disclosed separately. 317 2003
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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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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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Page 279 and 280: (15) Permitted Collateral Liens; (1
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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 and 308: Assets iesy Hessen GmbH & Co. KG, W
Page 309 and 310: I. Application of Legal Provisions
Page 311 and 312: III. Explanation of Balance Sheet a
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Page 315: 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
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Page 339 and 340: Shareholdings of iesy Repository Gm
Page 341 and 342: iesy Hessen GmbH & Co. KG, Weiterst
Page 343 and 344: COURTESY TRANSLATION FROM THE GERMA
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Goodwill COURTESY TRANSLATION FROM
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COURTESY TRANSLATION FROM THE GERMA
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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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