5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

38 As of and for the

38 As of and for the twelve months ended March 31, 2005 (€ ’000s, except ratios and percentage) EBITDA (after duct lease charges) (1) 248,900 Adjusted EBITDA (2) 265,776 Adjusted EBITDA margin (3) 47.4% Capital expenditures 47,406 Adjusted EBITDA less capital expenditures (4) 218,368 Senior Credit Facilities (5) 1,050,000 Total financial debt 1,625,145 Interest expense (6) 107,721 Senior Credit Facilities/Adjusted EBITDA 4.0x Total financial debt/Adjusted EBITDA 6.1x Adjusted EBITDA/Interest expense 2.5x (1) We define EBITDA as consolidated net profit/loss plus net interest expense, taxes, depreciation and amortization, extraordinary items and minority interest. EBITDA, a measure used by management to assess operating performance, is not a recognized term under German GAAP and does not purport to be an alternative to operating income or cash flow from operations, as an indicator of operating and financial performance. We believe that EBITDA is a relevant measure for assessing operating performance because it eliminates variances caused by the effects of differences in taxation, the amounts and types of capital employed, amortization policies, extraordinary items and the effect of minority interests and is intended to help investors evaluate the performance of our underlying business. Because companies do not calculate EBITDA identically, our presentation of EBITDA may not be comparable to similarly titled measures of other companies. In addition, EBITDA is not calculated in the same way as “Consolidated EBITDA” will be calculated under the Senior Credit Facilities or the indentures for the Notes or the Existing Notes. We have decreased EBITDA by €36.7 million for ish’s duct leases with DTAG. ish capitalizes the costs of such leases, whereas going forward following the ish Acquisition such costs will be accounted for as operating expenses in accordance with iesy’s accounting policies. (2) Adjusted EBITDA is not a recognized term under German GAAP and does not purport to be an alternative to operating income or cash flows as an indicator of operating and financial performance. Because other companies do not calculate Adjusted EBITDA on the same basis, the presentation of Adjusted EBITDA is not comparable to similarly titled measures of other companies. For an explanation of the adjustments made to EBITDA, see note 5 to the iesy summary financial and operating data and note 3 to the ish summary financial and operating data above. (3) We define Adjusted EBITDA margin to mean Adjusted EBITDA as a percentage of total revenues. (4) Adjusted EBITDA less capital expenditures is not a recognized measure under German GAAP and should not be used as a replacement for other measures of financial performance such as operating income or cash flow from operations, in assessing our operating and financial performance. We believe that it is a useful measure for monitoring the amount of its Adjusted EBITDA when adjusted for expenditures that are not reflected in the expense line of its statement of operations but are capitalized, particularly in industries such as ours where capital expenditures may form a large proportion of expenditures. (5) Excludes the €100.0 million revolving credit facility, which was undrawn upon completion of the ish Acquisition. As of July 1, 2005, iesy has made requests to utilize €22.0 million of its revolving credit facility to fund normal working capital needs. (6) Reflects a weighted average effective interest rate on the Notes of 9.951% (adjusted to reflect the effect of the swap of the gross proceeds of the Dollar Notes to euros pursuant to a hedging agreement).

RISK FACTORS You should carefully consider the risks described below as well as the other information contained in this Prospectus before making an investment decision. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations. Risks Relating to Our Business We operate in competitive industries, and competitive pressures could have a material adverse effect on our business. We face significant competition from established and new competitors. In some instances, we compete against companies with fewer regulatory burdens, greater scale, better access to financing, more comprehensive product offerings, greater personnel resources, greater brand name recognition and experience or longer-established relationships with regulatory authorities and customers. Cable television. We face competition for housing association contracts within our market from Level 4 operators. Level 4 operators receive their television and radio signals from us or from satellite. In addition, certain housing associations own and operate Level 4 networks on behalf of others and, accordingly, may display certain characteristics similar to Level 4 operators. Level 4 operators typically enter into long-term contracts with housing associations and have greater flexibility than we do in pricing strategy, which limits our opportunities to win these housing associations as new customers and may hinder our efforts to market our services effectively to housing associations. Certain Level 4 operators also seek opportunities to overbuild the Level 3 network, especially in the event of price increases for access to the network. The majority of our housing association customers subscribe to our services pursuant to standard terms and conditions and may cancel their contracts on short notice. We cannot assure you that we will be able to retain any of these customers. iesy has framework agreements with some of its largest housing associations, many of which contracts are due to expire between 2005 and 2007. We may be unable to maintain or renew these contracts on commercially favorable terms, if at all. Our inability to maintain or renew our existing housing association contracts or enter into new contracts on commercially favorable terms, if at all, would lead to reduced sales and lower margins. Satellite. A major competitive force in the German television market is satellite television. Although data is limited, one satellite industry source has published data indicating that the market share in Germany of satellite distribution increased from 38.0% to 42.7% between 2002 and 2004, while the market share of cable television decreased from 56.7% to 53.5%. The continued increase in market share of satellite may have a negative impact on our subscribers in the future. Satellite has a number of competitive advantages over cable: among other things, it currently has a broader program offering, has a wider reach, especially in rural areas, and offers many free-to-air programs with no ongoing subscription fees. The acceptance of satellite dishes and technology may increase in the future. Such acceptance may be accelerated by changes in or less strict interpretation of zoning laws that currently restrict the installation of satellite dishes in certain areas and price increases for our services, which may cause individuals to favor satellite solutions and professional Level 4 operators and housing associations to disconnect from our network. During the course of 2003 and 2004, for example, BN and EWT disconnected a number of their subscribers from iesy’s network following changes in its discounting policy, while at the end of 2003 BN disconnected approximately 32,000 subscribers from ish’s network to a satellite network when its previous agreements with ish expired. Digital terrestrial television and other delivery and entertainment systems. Our market share may also be adversely affected by the terrestrial transmission of premium cable television. Demand for digital terrestrial television may increase in the future as it becomes more widely available and the price of the receiving equipment decreases. German state media authorities are currently promoting the switch-over from analog to digital terrestrial television in the regions in which we operate by 2010, which could further increase competition from digital terrestrial television. See “—Risks Relating to Regulatory and Legislative Matters—Analog television and radio distribution may be phased out, which may adversely affect our competitive position and could result in increased costs or a loss of revenues.” Improvements are also being made to alternative means of transmission, such as the provision of video signals by providers of Internet access services. Marketing and competition from such providers of video over Internet such as T-Online International AG, an affiliate of DTAG, may increase in the future. Our services also compete to varying degrees with other entertainment media, including home entertainment systems and cinema. 39

  • Page 1 and 2: PROSPECTUS iesy Repository GmbH €
  • Page 3 and 4: the market price of the Notes at a
  • Page 5 and 6: which the issue or the offer of sec
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  • Page 9 and 10: “Tele Columbus” refers to the c
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  • Page 15 and 16: end of 2005. Our subscribers can al
  • Page 17 and 18: populations, with approximately 2.7
  • Page 19 and 20: In April/May 2005, iesy entered int
  • Page 21 and 22: Our Corporate and Financing Structu
  • Page 23 and 24: THE OFFERING The summary below desc
  • Page 25 and 26: Optional Redemption We may redeem a
  • Page 29 and 30: iesy Other Financial Data (unaudite
  • Page 31 and 32: iesy Operational Data (unaudited) R
  • Page 33 and 34: ish Income Statement Data Audited y
  • Page 35 and 36: 35 Three months ended Year ended De
  • Page 37: 37 As of December 31, As of March 3
  • Page 41 and 42: acquiring content, purchasing servi
  • Page 43 and 44: agreements—MSG”). We cannot ass
  • Page 45 and 46: In addition, most of our cable netw
  • Page 47 and 48: Strikes or other industrial actions
  • Page 49 and 50: acquisitions. In addition, any addi
  • Page 51 and 52: provision and may not be abusive. S
  • Page 53 and 54: €1,050.0 million would have been
  • Page 55 and 56: We depend on payments from our subs
  • Page 57 and 58: • Claims against the Issuer and s
  • Page 59 and 60: Senior Credit Facilities before the
  • Page 61 and 62: court rulings did not address the p
  • Page 63 and 64: THE ISH ACQUISITION The description
  • Page 65 and 66: In addition to the warranties, spec
  • Page 67 and 68: CAPITALIZATION The following table
  • Page 69 and 70: Unaudited Pro Forma Condensed Conso
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  • Page 75 and 76: Income Statement Data 75 Audited Ye
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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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    Beneficial Ownership The following

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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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    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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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    LEGAL MATTERS Certain legal matters

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    (3) Accounting and Valuation Princi

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    The following auditors’ report (B

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    Depreciation and Amortization COURT

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    Cost of materials COURTESY TRANSLAT

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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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