iesy Repository GmbH - Irish Stock Exchange

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iesy Repository GmbH, Hamburg UNAUDITED CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE PERIOD FROM JANUARY 1 TO MARCH 31, 2005 334 Q1 2005 Q1 2004 T€ T€ 1. Sales 32,122 32,012 2. Own work capitalized as fixed assets 475 133 3. Other operating income 765 871 4. Cost of materials a) Raw materials and consumables -582 -507 b) Purchased services -5,847 -6,093 5. Personnel expenses a) Salaries and wages -4,426 -4,065 b) Social security, pension and other benefits (thereof old-age benefits T€ 271; prior year T€265) -862 -855 6. Depreciation -10,577 -10,042 7. Other operating expenses -5,760 -9,411 8. Other interest and similar income 617 298 9. Interest and similar expenses -3,087 -1,836 Profit from ordinary activities 2,838 505 10. Extraordinary income 0 0 11. Extraordinary expenses -14,457 0 12. Taxes on income 0 -190 13. Profit/loss -11,619 315 14. Profit/loss attributable to minority interests 0 -134 15. Consolidated profit/loss -11,619 181
1. Basis of Presentation iesy Repository GmbH, Hamburg NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2005 The consolidated financial statements of iesy Repository GmbH for the quarter from January 1 to March 31, 2005, have been prepared in compliance with German Commercial Code. The consolidated profit and loss account is presented in the cost of sales format pursuant to section 275 para. 2 HGB. The consolidated financial statements for the quarter ending March 31, 2005, have been prepared assuming the Group will continue as a going concern. 2. 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 DeTeKabelservice Hessen Beteiligungs- GmbH. 3. 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 amortized using the straight-line method over the anticipated useful life of 15 years. 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. 4. 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 are € 10.5 mill. and 5.25 years respectively, for the direct customer base € 64.0 mill. and 15.25 years respectively and for the customer base of DeTeKabelservice GmbH & Co. KG € 5.9 mill. and 7.75 years respectively. The goodwill in the amount of € 83.5 mill. includes € 17.1 mill. from the acquisition of shares of New iesy GmbH in 2003 and € 66.4 mill. from the contribution of the shares of New iesy GmbH by the minority shareholders into iesy Repository GmbH 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. 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. Depreciation is carried out pro-rata-temporis, starting in the month of acquisition. Low-value assets with an acquisition cost of up to € 410.00 are entirely depreciated in the year of their addition. Tangible assets are extraordinarily depreciated if it is anticipated that the attributable value of fixed assets is permanently lower than the respective book value. 335
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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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“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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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 321 and 322: The movements in consolidated equit
Page 323 and 324: iesy Repository GmbH, Hamburg AMEND
Page 325 and 326: Assets iesy Repository GmbH, Hambur
Page 327 and 328: I. Basis of Presentation The consol
Page 329 and 330: V. Explanations to Material Items o
Page 331 and 332: Network infrastructure, rental, lea
Page 333: iesy Repository GmbH, Hamburg UNAUD
Page 337 and 338: 5. Explanations to Material Items o
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
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Page 365 and 366: Inventories COURTESY TRANSLATION FR
Page 367 and 368: Goodwill COURTESY TRANSLATION FROM
Page 371 and 372: Depreciation and Amortization COURT
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COURTESY TRANSLATION FROM THE GERMA
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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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