iesy Repository GmbH - Irish Stock Exchange
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COURTESY TRANSLATION FROM THE GERMAN LANGUAGE KABELNETZ NRW HOLDCO GMBH, COLOGNE UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD FROM JANUARY 1 TO MARCH 31, 2005 377 March 31, 2005 EUR k March 31, 2004 EUR k Sales 100,051 100,557 Own work capitalized 1,302 1,481 Other operating income 2,116 991 Cost of materials Cost of raw materials and supplies (1,827) (537) Cost of purchased services (10,822) (13,957) Personnel expenses Wages and salaries (12,048) (12,430) Social security and other pension costs (2,426) (2,445) —thereof for pensions: EUR 489k (2004: EUR 498k) Depreciation and amortisation on intangible assets, property, plant and equipment and on business expansion expenses (47,922) (49,346) Other operating expenses (19,670) (21,716) Other interest and similar income 506 696 Interest and similar expenses (16,577) (21,164) Result from ordinary activities (7,317) (17,870) Income taxes (8) (5) Other taxes 0 0 Group net loss for the year (7,325) (17,875) Loss carried forward from prior year (85,711) (15,106) Withdrawal from capital reserve 0 2,111 Net accumulated loss of the Group (93,036) (30,870)
PROSPECTUS iesy Repository GmbH €
the market price of the Notes at a
which the issue or the offer of sec
“combined entity”, and “we”
“Tele Columbus” refers to the c
Revenue generating units, or “RGU
CURRENCY PRESENTATION AND EXCHANGE
end of 2005. Our subscribers can al
populations, with approximately 2.7
In April/May 2005, iesy entered int
Our Corporate and Financing Structu
THE OFFERING The summary below desc
Optional Redemption We may redeem a
SUMMARY FINANCIAL AND OPERATING INF
iesy Other Financial Data (unaudite
iesy Operational Data (unaudited) R
ish Income Statement Data Audited y
35 Three months ended Year ended De
37 As of December 31, As of March 3
RISK FACTORS You should carefully c
acquiring content, purchasing servi
agreements—MSG”). We cannot ass
In addition, most of our cable netw
Strikes or other industrial actions
acquisitions. In addition, any addi
provision and may not be abusive. S
€1,050.0 million would have been
We depend on payments from our subs
• Claims against the Issuer and s
Senior Credit Facilities before the
court rulings did not address the p
THE ISH ACQUISITION The description
In addition to the warranties, spec
CAPITALIZATION The following table
Unaudited Pro Forma Condensed Conso
NOTES TO THE UNAUDITED PRO FORMA CO
(€m, except percentages) Pro form
Income Statement Data 75 Audited Ye
(7) Number of subscribers at the en
• iesy’s premium cable televisi
egulated pricing model. Fees are pa
Risks Relating to Our Indebtedness
Legal, Consulting and Management Fe
Subscribers iesy classifies its cus
2003 to €8.20 per subscriber in t
• the senior credit facilities we
average installation fees from July
Cash flow from investing activities
In the three months ended March 31,
eview and optimization of services
Cash Flow from Operating Activities
oadcasters in television and radio.
educed or increased by a material a
Income Statement Data Audited year
109 As of December 31, As of March
• ish’s premium cable televisio
In addition, ish markets pay-per-vi
Cost of Materials and Services Cost
For accounting purposes, ish treats
Subscribers ish classifies its cust
Competition ish faces significant c
This decrease was primarily due to
Net Loss Net loss was €17.9 milli
Pension Obligations As of March 31,
Term Sheets with DTAG, BRN-ish agre
estructuring liabilities, while 200
accrual for pending losses. The exp
International Financial Reporting S
Content Providers Basic Television
Digital Home” and PrimaCom offers
[GRAPHIC] [GRAPHIC] Level 4 is the
shared access basis. In this case,
The following table shows several k
In the domestic market, the German
BUSINESS Unless otherwise indicated
Germany, with approximately 30.2 mi
Prudently deploying capital. Our de
iesy’s Current Basic Cable Televi
amounted to €8.0 million or 5.9%
within iesy’s upgraded areas and
Supply The following chart shows th
Term Sheet Service Duration Offer o
y the new fiber system. See “Oper
part of settling arbitration procee
Business of ish Products and Servic
ish’s Current Basic Cable Televis
In addition to the monthly subscrip
Customers who subscribe to Premiere
Sales ish’s sales team is divided
The following chart illustrates ish
Term Sheet Service Duration Co-use
Lease of space for broadband cable
Other Significant Supply Agreements
ights themselves. As an exception,
Competition The cable television an
Introduction REGULATION German law
We assume that we will be deemed to
The Amendment provides that provisi
• Providers who had a dominant po
in the Munich office of Apax Partne
Marketing for Germany and Austria,
Gerard Tyler is ish’s Treasurer.
CERTAIN RELATIONSHIPS AND RELATED P
Beneficial Ownership The following
DESCRIPTION OF OTHER INDEBTEDNESS T
period (unless the interest period
Subordinated Bridge Facility In con
• the ability of the Obligors (ot
owed by the Insolvent Obligor will
DESCRIPTION OF THE NOTES The Issuer
in London, the Bank of New York, Ne
Issuer have agreed that iesy Hessen
Subsidiary Guarantor outstanding wh
the amount of their secured claim.
provisions described under “—De
In addition, the Intercreditor Agre
Euro Note to and including February
circumstances referred to above exi
that it has unconditionally exercis
time outstanding not exceeding (i)
description of this covenant and no
Date of any Indebtedness that has b
(13) Investments in an aggregate am
supplement or other modification) t
(1) the assumption by the transfere
Reports Whether or not required by
of the European Union on January 1,
contemporaneously with any such act
25% in principal amount of the outs
(2) provide for the assumption by a
(6) an Officer’s Certificate stat
calculated based on the relevant cu
“Bank Indebtedness” means any a
Consolidated Net Income (excluding
(9) the impact of capitalized inter
“Exchange Act” means the U.S. S
(iii) for the avoidance of doubt, a
“Nationally Recognized Statistica
(2) Investments in another Person i
(15) Permitted Collateral Liens; (1
(5) in the case of Apollo and Golde
service level agreement as replaced
“Unrestricted Subsidiary” means
The Issuer and the Trustee and thei
Secondary Market Trading The Book-E
to trade tax. The taxable gain from
date). A U.S. Holder’s adjusted t
(c) for so long as the Notes are el
PLAN OF DISTRIBUTION We, the Subsid
LEGAL MATTERS Certain legal matters
WHERE YOU CAN FIND OTHER INFORMATIO
Listing LISTING AND GENERAL INFORMA
INDEX TO FINANCIAL STATEMENTS iesy
Assets iesy Hessen GmbH & Co. KG, W
I. Application of Legal Provisions
III. Explanation of Balance Sheet a
Last year’s extraordinary expense
INDEPENDENT AUDITORS’ REPORT We h
iesy Repository GmbH, Hamburg AMEND
and remaining useful life for the i
The movements in consolidated equit
iesy Repository GmbH, Hamburg AMEND