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iesy Repository GmbH - Irish Stock Exchange

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF IESY<br />

The following discussion and analysis is based on the unaudited consolidated financial information for the three<br />

months ended March 31, 2004 and 2005, and audited consolidated financial statements for the years ended December 31,<br />

2003 and 2004 of <strong>iesy</strong> <strong>Repository</strong>.<br />

<strong>iesy</strong> <strong>Repository</strong> is a holding company that conducts limited business operations of its own. Substantially all of its assets<br />

consist of equity interests of New <strong>iesy</strong> and <strong>iesy</strong> Hessen. In this Operating and Financial Review and Prospects, we use the<br />

term “<strong>iesy</strong>” to refer, prior to January 1, 2003, to the business of <strong>iesy</strong> reflected in the financial statements of <strong>iesy</strong> Hessen.<br />

From and after January 1, 2003, we use “<strong>iesy</strong>” to refer to the business of <strong>iesy</strong> reflected in its financial statements. See “Risk<br />

Factors—Risks Relating to Our Business—Certain of <strong>iesy</strong>’s financial information may not be representative of its actual<br />

results and its subscriber and operating data may not be accurate. It has not provided any discussion or analysis of the <strong>iesy</strong><br />

Predecessor’s financial results or condition.”<br />

You should read the following discussion of our results of operations and financial condition in conjunction with the<br />

sections entitled “Summary—Summary Financial and Operating Information,” “Selected Financial and Operating<br />

Information of <strong>iesy</strong>” and “Risk Factors” and with both the Issuer’s and the <strong>iesy</strong> Predecessor’s financial statements and the<br />

related Notes included elsewhere in this Prospectus.<br />

Historically, <strong>iesy</strong>’s financial information has been prepared in accordance with German GAAP. In the future, we may<br />

also choose to or be required to adopt IFRS. For a discussion of certain significant differences between German GAAP, U.S.<br />

GAAP and IFRS, as they apply or would apply to us, see “Annex A: Summary of Certain Significant Differences Between<br />

German GAAP and U.S. GAAP” and “Annex B: Summary of Certain Significant Differences Between German GAAP and<br />

IFRS.”<br />

The following discussion and analysis of our financial condition and results of operations contains forward-looking<br />

statements. Our actual results could differ materially from those that we discuss in these forward-looking statements. Factors<br />

that could cause or contribute to such differences include those discussed below and elsewhere in this Prospectus,<br />

particularly under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements.”<br />

The period after the <strong>iesy</strong> Acquisition has involved significant changes in our strategic direction. Among other things,<br />

<strong>iesy</strong> has significantly enhanced its management information and financial processes and systems since the <strong>iesy</strong> Acquisition.<br />

Prior to the <strong>iesy</strong> Acquisition, certain deficiencies existed with respect to <strong>iesy</strong>’s operating and financial data. Accordingly, our<br />

ability to provide detailed management discussion and analysis of the <strong>iesy</strong> Predecessor’s performance is limited. We have not<br />

included in this Prospectus a discussion or analysis of the <strong>iesy</strong> Predecessor’s financial results or condition.<br />

Certain subscriber and other operating data have been included in the tables below. The installation of a new<br />

information technology system and changes to <strong>iesy</strong>’s financial accounting system during the course of 2002 revealed<br />

inconsistencies in <strong>iesy</strong>’s subscriber data necessitating data cleansing and subscriber data corrections throughout 2003,<br />

which may affect the accuracy of subscriber and other operating data for this period. You should not place undue reliance on<br />

this operating data, which may not be indicative of our future results of operations. See “Risk Factors—Risks Relating to<br />

Our Business—Certain of <strong>iesy</strong>’s financial information may not be representative of its actual results and its subscriber and<br />

operating data may not be accurate. It has not provided any discussion or analysis of the <strong>iesy</strong> Predecessor’s financial results<br />

or condition.”<br />

Factors Affecting Our Results of Operations<br />

Our results of operations have been, and will continue to be, affected by a number of events and actions, some of which<br />

are beyond our control. However, there are some specific items that we believe have impacted <strong>iesy</strong>’s results of operations<br />

and, in some cases, will continue to impact our results on a consolidated level and within our individual business units. In this<br />

section, we discuss the ways in which <strong>iesy</strong> generates revenues and the main costs associated with generating these revenues.<br />

We also discuss several additional factors that we believe have, or could have, an impact on these results, such as <strong>iesy</strong>’s<br />

indebtedness, customer churn, competition, capital expenditures and possible acquisitions. Please also see “Risk Factors.”<br />

Overview of Total Revenues<br />

<strong>iesy</strong> derives revenues from three main business activities:<br />

• <strong>iesy</strong>’s basic cable television business (including subscription, installation, and carriage fees), which generated<br />

€31.8 million (95.2%) of its total revenues for the three months ended March 31, 2005, and €128.5 million<br />

(94.6%) of its total revenues for the year ended December 31, 2004;<br />

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