iesy Repository GmbH - Irish Stock Exchange

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iesy Repository GmbH, Hamburg CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE PERIOD FROM JANUARY 1 TO DECEMBER 31, 2004 326 2004 2003 T€ T€ 1. Sales 129,261 126,243 2. Own work capitalized as fixed assets 1,293 669 3. Other operating income 5,373 10,956 4. Cost of materials a) Raw materials and consumables -2,580 -2,687 b) Purchased services -23,247 -25,137 5. Personnel expenses a) Salaries and wages -18,562 -19,062 b) Social security, pension and other benefits -3,484 -3,902 6. (thereof old-age benefits T€ 819; prior year T€1.161) Depreciation -42,425 -41,879 7. Other operating expenses -31,566 -31,140 8. Other interest and similar income 1,295 1,283 9. Interest and similar expenses -5,697 -11,014 Profit from ordinary activities 9,661 4,330 10. Extraordinary income 0 1,221 11. Extraordinary expenses 0 -28,659 12. Taxes on income -3,653 64 13. Result relating to period before acquisition (January 1 to January 14, 2003) 0 17,509 14. Profit/loss 6,008 -5,535 15. Profit/loss attributable to minority interests -1,924 583 16. Consolidated profit/loss 4,084 -4,952
I. Basis of Presentation The consolidated financial statements of iesy Repository GmbH for the financial year from January 1 to December 31, 2004 have been prepared in compliance with German Commercial Code. The consolidated profit and loss account is presented in the cost of sales format pursuant section 275 para. 2 of HGB. The consolidated financial statements for the year ending December 31, 2004 have been prepared assuming the group will continue as a going concern. II. Scope of Consolidation The consolidated financial statements include the direct investment in New iesy GmbH and the indirect stakes in iesy Hessen GmbH & Co. KG, iesy Hessen Finanz Management GmbH, iesy Hessen Verwaltungs-GmbH, iesy Services GmbH and DeTe Kabelservice Hessen Beteiligungs GmbH. III. Consolidation Principles The book value method is used for the capital consolidation by setting off the acquisition costs for shares in the subsidiaries at the time of acquisition against the equity portion related to these companies. As much as their current value differs from their book value the emerging difference increases assets and liabilities. Remaining active differences have been disclosed as goodwill and are amortised using the straight-line method over the anticipated useful life of 15 years. In prior year the balance of minority interest reflected equity share in consolidated companies held by shareholders not belonging to the group. At closing date no shareholders not belonging to the group are included. With the contribution of the shares through the hitherto minority shareholders of New iesy, iesy Repository is the sole shareholder of New iesy. Intercompany payables and receivables are eliminated within the framework of debt consolidation. Other income and expenses from intercompany transactions are eliminated within the framework of income and expense consolidation. Intercompany profits are eliminated. IV. Accounting and Valuation Principles The financial statements of consolidated companies are prepared in compliance with uniform accounting and valuation principles. Intangible assets acquired are valued at acquisition costs, reduced by ordinary amortization. The company applies straight-line depreciation based on the anticipated useful life of intangible assets. The useful life of software is 2 to 4 years, of the customer base it is 10 years (indirect customer base and customer base of former DeTeKabelService GmbH & Co. KG) respectively 20 years (direct customer base) and of goodwill it is 15 years. While there is a straight contractual relationship between the group and end customers for the direct customer base indirect customers have a contractual relationship with one single network provider. The calculation of the anticipated useful life of the customer base considered the contractual relationship with the client and therefore the possibility to influence the relationship with the end customer. Net book value and remaining useful life for the indirect customer base amounts to € 11.0 Mio respectively 5.5 years and for the direct customer base as well as the customer base of DeTeKabelService GmbH & Co. KG to € 71.1 Mio respectively 8 to 15.5 years. The goodwill in the amount of € 85.0 Mio includes € 17.4 Mio from the acquisition of shares of New iesy in 2003 and € 67.6 Mio from the contribution of the shares of New iesy by the minority shareholders into iesy Repository in November 2004. Tangible assets are carried at acquisition costs, reduced by ordinary depreciation at the amount permissible under tax law. The company applies straight-line depreciation based on the anticipated useful life of tangible assets, starting in the month of acquisition. The anticipated useful life of technical plant and machinery is 10 to 15 years and of other plant, furniture and office equipment it is 3 to 10 years. Due to the lapse of the tax simplification rule pursuant to R 44 EStR, this fiscal year movable fixed assets are depreciated pro-rata-temporis, starting in the month of acquisition. The effect of this change in valuation is not precisely determinable. 327
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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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“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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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 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
Page 313 and 314: Last year’s extraordinary expense
Page 315 and 316: INDEPENDENT AUDITORS’ REPORT We h
Page 317 and 318: iesy Repository GmbH, Hamburg AMEND
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Page 325: Assets iesy Repository GmbH, Hambur
Page 329 and 330: V. Explanations to Material Items o
Page 331 and 332: Network infrastructure, rental, lea
Page 333 and 334: iesy Repository GmbH, Hamburg UNAUD
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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Page 349 and 350: (3) Accounting and Valuation Princi
Page 357 and 358: The following auditors’ report (B
Page 365 and 366: Inventories COURTESY TRANSLATION FR
Page 367 and 368: Goodwill COURTESY TRANSLATION FROM
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COURTESY TRANSLATION FROM THE GERMA
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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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