iesy Repository GmbH - Irish Stock Exchange

More documents

Recommendations

Info

ANNEX B Summary of Certain Significant Differences Between German GAAP and IFRS iesy’s financial statements as presented in this Prospectus have been prepared on the basis of German GAAP, which differs in significant respects from IFRS. iesy currently intends to adopt IFRS for our reporting period ending December 31, 2007. IFRS 1 defines the method to convert from local GAAP to IFRS. While IFRS 1 generally requires the retrospective application of IFRS to all prior reporting periods. As we currently do not know which standards are effective on this date, the following narrative description is based on the IFRS effective as of December 31, 2005. IFRS 1 also includes mandatory and optional exemptions from this general guidance. iesy has not yet determined which optional exemptions and mandatory exceptions should be applied to its opening balance sheet. iesy has not prepared a reconciliation of the consolidated financial statements, and related explanatory Notes to the financial statements included in this Prospectus from German GAAP to IFRS. This summary is not intended to provide a comprehensive list of all existing differences between German GAAP and IFRS. Further potential significant differences between German GAAP and IFRS may be identified based on a further in-depth review of certain significant differences by us. In addition, the International Accounting Standard Board (“IASB”) has ongoing projects that may significantly change the scope and the impact of potential differences between German GAAP and IFRS. Basis of Presentation German GAAP and IFRS differ in several fundamental respects. German companies apply more conservative valuation methods in their financial statements reflecting a fundamental German GAAP principle called the “principle of prudence”. In addition, German GAAP financial statements are generally prepared with creditor protection in mind, while IFRS financial statements are prepared to provide information in a form that assists investor decision making and comparability to other companies. Furthermore, German GAAP financial statements serve as the authoritative basis for the tax accounts. Financial Statements Presentation Under German GAAP companies do not apply either a strict current or non-current distinction nor a strict presentation based on the liquidity of the assets and liabilities. Under IFRS, the presentation of the balance sheet is based on a current and non-current classification of assets and liabilities. In addition, the disclosures in the explanatory Notes to the financial statements are more extensive under IFRS. Capital Leases German GAAP does not explicitly specify the accounting treatment for leasing transactions. Measurement is generally based on regulations issued by the German Tax Authorities. Taking into account the respective criteria for tax accounting, lease agreements are generally structured so that the leased property must be recorded by the lessor, i.e. as operating leases. IFRS contains comprehensive guidance regarding the reporting of leasing transactions. Leases of assets which, viewed economically, represent a purchase using third-party financing, are recognized in the balance sheet of the lessee as an asset and an equivalent liability. Accounting for Acquisitions Differences exist between German GAAP and IFRS in the valuation of assets and liabilities of acquired businesses due to the valuation of underlying assets and liabilities (including deferred taxes), dates used to calculate consideration paid, as well as the effective acquisition date. Goodwill Under German GAAP, the difference between the cost of acquisition and the fair value of the identifiable assets arising from an acquisition is recorded as goodwill and can be written off directly to capital reserves or be capitalized and amortized generally using the straight-line method for up to four years or, at the option of the Issuer, over its estimated useful life. Under German GAAP, goodwill is required to be tested for impairment if indicators exist that goodwill could be impaired and, if goodwill is impaired, it is written down to its fair value. German GAAP does not provide detailed guidance on the performance of the impairment test. 394
IFRS requires a purchase price allocation recognizing all identifiable assets and liabilities of the acquiree that existed at the date of acquisition following explicit allocation rules. In contrast to German GAAP, IFRS prohibits the amortization of goodwill. Instead, the acquirer must perform a goodwill impairment test every year, or more frequently if events or changes in circumstances indicate that the goodwill may be impaired, in accordance with IAS 36. Under German GAAP, negative goodwill is reported in the balance sheet and may be recognized in income when unfavorable effects anticipated at the time of acquisition have occurred or if it relates to a realized profit. Under IFRS, any negative goodwill remaining after a thorough review of the purchase price allocation is recognized immediately in income at the time of acquisition. Intangible Assets Under German GAAP, intangible assets are capitalized when they are acquired from third parties. Under IFRS, costs that are directly attributable to the development of internally generated intangible assets, such as software, are capitalized, if certain criteria are satisfied. Tangible Assets Under German GAAP, tangible fixed assets are depreciated using either the straight-line method or the declining balance method over the estimated useful life of the asset. In general, the useful life of an asset is similar to regulations under German tax law. In addition, assets that do not meet a minimum capitalization requirement (“geringwertige Wirtschaftsgüter”) as established by German tax law, can be depreciated in the year of acquisition. Under IFRS, the depreciable life is the estimated useful life of the asset to the existing user and is not influenced by tax regulations. In addition, the fact that certain assets do not meet the minimum capitalization requirements does generally not result in fully depreciating the asset in the year of acquisition. Under German GAAP, it is generally assumed that there is no residual value for a fixed asset. Under IFRS, residual values and changes of these values are included in the determination of the periodic depreciation expense. In addition, IFRS requires usage of the components approach for depreciable items. Trade Receivables Valuation Allowances Under German GAAP, in addition to specific valuation allowances, general valuation allowances can be recorded to cover general credit and default risks with respect to the net realizable values of existing receivables. Under IFRS, general allowances for receivables are not permitted; however, specific valuation allowances are allowed where it has been deemed that the carrying value of the asset exceeds the recoverable amount. Deferred Taxes Under German GAAP, the income approach is used to calculate deferred taxes. Deferred taxes should be recognized on timing differences relating to items recorded in the income statement and which, on reversal in future periods, are expected to result in tax expenses and tax reductions. There is no requirement to capitalize deferred tax assets on net operating losses. Under IFRS, using the balance sheet approach as set out in IAS 12, deferred tax assets and liabilities are recognized for tax loss carry-forwards and all temporary differences between the carrying amounts of assets and liabilities reported for tax purposes except for non-taxable goodwill. Deferred tax assets are only recorded to the extent to which they can be subsequently utilized. Deferred taxes are calculated using enacted future tax rates. Deferred tax assets are recorded on tax loss carry forwards. Pension Obligations Under German GAAP pension obligations are generally based on the method as defined by German tax law, whereby among other items, probable future salary and contribution increases are not taken into consideration. German tax law requires pension provisions to be calculated with a discount rate of 6%, which is often applied by companies for their financial statements. 395
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
Page 7 and 8:
“combined entity”, and “we”
Page 9 and 10:
“Tele Columbus” refers to the c
Page 11 and 12:
Revenue generating units, or “RGU
Page 13 and 14:
CURRENCY PRESENTATION AND EXCHANGE
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 27 and 28:
SUMMARY FINANCIAL AND OPERATING INF
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 and 38:
37 As of December 31, As of March 3
Page 39 and 40:
RISK FACTORS You should carefully c
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
Page 71 and 72:
NOTES TO THE UNAUDITED PRO FORMA CO
Page 73 and 74:
(€m, except percentages) Pro form
Page 75 and 76:
Income Statement Data 75 Audited Ye
Page 77 and 78:
(7) Number of subscribers at the en
Page 79 and 80:
• iesy’s premium cable televisi
Page 81 and 82:
egulated pricing model. Fees are pa
Page 83 and 84:
Risks Relating to Our Indebtedness
Page 85 and 86:
Legal, Consulting and Management Fe
Page 87 and 88:
Subscribers iesy classifies its cus
Page 89 and 90:
2003 to €8.20 per subscriber in t
Page 91 and 92:
• the senior credit facilities we
Page 93 and 94:
average installation fees from July
Page 95 and 96:
Cash flow from investing activities
Page 97 and 98:
In the three months ended March 31,
Page 99 and 100:
eview and optimization of services
Page 101 and 102:
Cash Flow from Operating Activities
Page 103 and 104:
oadcasters in television and radio.
Page 105 and 106:
educed or increased by a material a
Page 107 and 108:
Income Statement Data Audited year
Page 109 and 110:
109 As of December 31, As of March
Page 111 and 112:
• ish’s premium cable televisio
Page 113 and 114:
In addition, ish markets pay-per-vi
Page 115 and 116:
Cost of Materials and Services Cost
Page 117 and 118:
For accounting purposes, ish treats
Page 119 and 120:
Subscribers ish classifies its cust
Page 121 and 122:
Competition ish faces significant c
Page 123 and 124:
This decrease was primarily due to
Page 125 and 126:
Net Loss Net loss was €17.9 milli
Page 127 and 128:
Pension Obligations As of March 31,
Page 129 and 130:
Term Sheets with DTAG, BRN-ish agre
Page 131 and 132:
estructuring liabilities, while 200
Page 133 and 134:
accrual for pending losses. The exp
Page 135 and 136:
International Financial Reporting S
Page 137 and 138:
Content Providers Basic Television
Page 139 and 140:
Digital Home” and PrimaCom offers
Page 141 and 142:
[GRAPHIC] [GRAPHIC] Level 4 is the
Page 143 and 144:
shared access basis. In this case,
Page 145 and 146:
The following table shows several k
Page 147 and 148:
In the domestic market, the German
Page 149 and 150:
BUSINESS Unless otherwise indicated
Page 151 and 152:
Germany, with approximately 30.2 mi
Page 153 and 154:
Prudently deploying capital. Our de
Page 155 and 156:
iesy’s Current Basic Cable Televi
Page 157 and 158:
amounted to €8.0 million or 5.9%
Page 159 and 160:
within iesy’s upgraded areas and
Page 161 and 162:
Supply The following chart shows th
Page 163 and 164:
Term Sheet Service Duration Offer o
Page 165 and 166:
y the new fiber system. See “Oper
Page 167 and 168:
part of settling arbitration procee
Page 169 and 170:
Business of ish Products and Servic
Page 171 and 172:
ish’s Current Basic Cable Televis
Page 173 and 174:
In addition to the monthly subscrip
Page 175 and 176:
Customers who subscribe to Premiere
Page 177 and 178:
Sales ish’s sales team is divided
Page 179 and 180:
The following chart illustrates ish
Page 181 and 182:
Term Sheet Service Duration Co-use
Page 183 and 184:
Lease of space for broadband cable
Page 185 and 186:
Other Significant Supply Agreements
Page 187 and 188:
ights themselves. As an exception,
Page 189 and 190:
Competition The cable television an
Page 191 and 192:
Introduction REGULATION German law
Page 193 and 194:
We assume that we will be deemed to
Page 195 and 196:
The Amendment provides that provisi
Page 197 and 198:
• Providers who had a dominant po
Page 199 and 200:
in the Munich office of Apax Partne
Page 201 and 202:
Marketing for Germany and Austria,
Page 203 and 204:
Gerard Tyler is ish’s Treasurer.
Page 205 and 206:
CERTAIN RELATIONSHIPS AND RELATED P
Page 207 and 208:
Beneficial Ownership The following
Page 209 and 210:
DESCRIPTION OF OTHER INDEBTEDNESS T
Page 211 and 212:
period (unless the interest period
Page 213 and 214:
Subordinated Bridge Facility In con
Page 215 and 216:
• the ability of the Obligors (ot
Page 217 and 218:
owed by the Insolvent Obligor will
Page 219 and 220:
DESCRIPTION OF THE NOTES The Issuer
Page 221 and 222:
in London, the Bank of New York, Ne
Page 223 and 224:
Issuer have agreed that iesy Hessen
Page 225 and 226:
Subsidiary Guarantor outstanding wh
Page 227 and 228:
the amount of their secured claim.
Page 229 and 230:
provisions described under “—De
Page 231 and 232:
In addition, the Intercreditor Agre
Page 233 and 234:
Euro Note to and including February
Page 235 and 236:
circumstances referred to above exi
Page 237 and 238:
that it has unconditionally exercis
Page 239 and 240:
time outstanding not exceeding (i)
Page 241 and 242:
description of this covenant and no
Page 243 and 244:
Date of any Indebtedness that has b
Page 245 and 246:
(13) Investments in an aggregate am
Page 247 and 248:
supplement or other modification) t
Page 249 and 250:
(1) the assumption by the transfere
Page 251 and 252:
Reports Whether or not required by
Page 253 and 254:
of the European Union on January 1,
Page 255 and 256:
contemporaneously with any such act
Page 257 and 258:
25% in principal amount of the outs
Page 259 and 260:
(2) provide for the assumption by a
Page 261 and 262:
(6) an Officer’s Certificate stat
Page 263 and 264:
calculated based on the relevant cu
Page 265 and 266:
“Bank Indebtedness” means any a
Page 267 and 268:
Consolidated Net Income (excluding
Page 269 and 270:
(9) the impact of capitalized inter
Page 271 and 272:
“Exchange Act” means the U.S. S
Page 273 and 274:
(iii) for the avoidance of doubt, a
Page 275 and 276:
“Nationally Recognized Statistica
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
Page 283 and 284:
service level agreement as replaced
Page 285 and 286:
“Unrestricted Subsidiary” means
Page 287 and 288:
The Issuer and the Trustee and thei
Page 289 and 290:
Secondary Market Trading The Book-E
Page 291 and 292:
to trade tax. The taxable gain from
Page 293 and 294:
date). A U.S. Holder’s adjusted t
Page 295 and 296:
(c) for so long as the Notes are el
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
Page 319 and 320:
and remaining useful life for the i
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 and 334:
iesy Repository GmbH, Hamburg UNAUD
Page 335 and 336:
1. Basis of Presentation iesy Repos
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
Page 347 and 348: (1) General COURTESY TRANSLATION FR
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
Page 371 and 372: Depreciation and Amortization COURT
Page 379 and 380: (1) General COURTESY TRANSLATION FR
Page 387 and 388: Cost of materials COURTESY TRANSLAT
Page 389 and 390: [THIS PAGE INTENTIONALLY LEFT BLANK
Page 391 and 392: Goodwill. Under German GAAP, the di
Page 393: Under U.S. GAAP, loan origination f
Page 397 and 398: financial liability incurred result
Page 399 and 400: €235,000,000 10 1 /8% Senior Note
show all

iesy Repository GmbH - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?