Interim Report iesy Hessen GmbH & Co. KG / ish NRW GmbH for the ...
Interim Report iesy Hessen GmbH & Co. KG / ish NRW GmbH for the ...
Interim Report iesy Hessen GmbH & Co. KG / ish NRW GmbH for the ...
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<strong>Interim</strong> <strong>Report</strong><br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> / <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong><br />
<strong>for</strong> <strong>the</strong> six months ended June 30, 2006<br />
Widdersdorfer Str. 399-403<br />
50933 Köln<br />
Germany<br />
Tel. +49 (0) 221 37792 0<br />
Fax: +49 (0) 221 37792 871<br />
Web: www.unitymedia.de<br />
E-Mail: Investor.Relations@unitymedia.de<br />
1
CONTENTS<br />
Disclosure Regarding Forward-Looking Statements 3<br />
Definitions 4<br />
Our Business 7<br />
Selected Financial and Operating In<strong>for</strong>mation 8<br />
Unaudited Pro Forma <strong>Co</strong>ndensed <strong>Co</strong>nsolidated Financial Statements of <strong>iesy</strong> 11<br />
Risk Factors 13<br />
Material Recent Developments 14<br />
Results of Operations 18<br />
Capital Resources 26<br />
Index to Financial Statements 28<br />
2<br />
Page
Disclosure Regarding Forward-Looking Statements<br />
This interim report includes <strong>for</strong>ward-looking statements. These <strong>for</strong>ward-looking statements<br />
can be identified by <strong>the</strong> use of <strong>for</strong>ward-looking terminology, including <strong>the</strong> terms “believes,”<br />
“estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, <strong>the</strong>ir<br />
negative, or o<strong>the</strong>r variations or comparable terminology. These <strong>for</strong>ward-looking statements include<br />
all matters that are not historical facts. They appear in a number of places throughout this interim<br />
report and include statements regarding our intentions, beliefs or current expectations concerning,<br />
among o<strong>the</strong>r things, our results of operations, financial condition, liquidity, prospects, growth,<br />
strategies, <strong>the</strong> industry in which we operate and potential acquisitions.<br />
By <strong>the</strong>ir nature, <strong>for</strong>ward-looking statements involve risks and uncertainties because <strong>the</strong>y<br />
relate to events and depend on circumstances that may or may not occur in <strong>the</strong> future. We caution<br />
you that <strong>for</strong>ward-looking statements are not guarantees of future per<strong>for</strong>mance and that our actual<br />
results of operations, financial condition and liquidity, <strong>the</strong> development of <strong>the</strong> industry in which we<br />
operate, and <strong>the</strong> effect of acquisitions on us may differ materially from those made in or suggested<br />
by <strong>the</strong> <strong>for</strong>ward-looking statements contained in this interim report. In addition, even if our results of<br />
operations, financial condition and liquidity, and <strong>the</strong> development of <strong>the</strong> industry in which we<br />
operate are consistent with <strong>the</strong> <strong>for</strong>ward-looking statements contained in this interim report, those<br />
results or developments may not be indicative of results or developments in subsequent periods.<br />
We undertake no obligation, and do not expect, to publicly update or publicly revise any<br />
<strong>for</strong>ward-looking statement, whe<strong>the</strong>r as a result of new in<strong>for</strong>mation, future events or o<strong>the</strong>rwise. All<br />
subsequent written and oral <strong>for</strong>ward-looking statements attributable to us or to persons acting on<br />
our behalf are expressly qualified in <strong>the</strong>ir entirety by <strong>the</strong> cautionary statements referred to above<br />
and contained elsewhere in this interim report.<br />
3
Definitions<br />
Unless o<strong>the</strong>rwise defined in this interim report, <strong>the</strong> terms listed below have <strong>the</strong> following meanings:<br />
“2003 <strong>ish</strong> Acquisition” refers to <strong>the</strong> acquisition of <strong>ish</strong> by a consortium of banks in a public auction<br />
process in 2003;<br />
"2005 Financings" refers to (i) <strong>the</strong> issuance of <strong>the</strong> €215.0 million in principal amount of <strong>the</strong><br />
February 2005 Notes, (ii) <strong>the</strong> repayment of €93.8 million of <strong>iesy</strong>'s previous senior credit facilities,<br />
(iii) <strong>the</strong> drawdown of €200.0 million under <strong>the</strong> Senior Credit Facilities, (iv) <strong>the</strong> purchase of all <strong>the</strong><br />
outstanding shares of Kabelnetz <strong>for</strong> a total consideration of €1,540.3 million, including <strong>the</strong><br />
repayment of <strong>the</strong> existing indebtedness of Kabelnetz and its subsidiaries, (v) <strong>the</strong> drawdown of<br />
€360.0 million under <strong>the</strong> Subordinated Bridge Facility, (vi) <strong>the</strong> drawdown of €850.0 million under <strong>the</strong><br />
Senior Credit Facilities, (vii) <strong>the</strong> issuance of <strong>the</strong> equivalent of €360.1 million in principal amount of<br />
<strong>the</strong> July 2005 Notes and <strong>the</strong> repayment of <strong>the</strong> Subordinated Bridge Facility, and (viii) <strong>the</strong> payment<br />
of fees and expenses related to <strong>the</strong> <strong>for</strong>egoing;<br />
“2006 Refinancing” refers to <strong>the</strong> issuance by <strong>iesy</strong> and <strong>ish</strong> of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes that mature on<br />
April 15, 2013, and replaced <strong>the</strong> undrawn €100.0 million revolving credit facility with <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong><br />
Revolving Credit Facility, available to <strong>iesy</strong>, <strong>ish</strong> and arena. The proceeds from <strong>the</strong> offering of <strong>the</strong><br />
<strong>iesy</strong>/<strong>ish</strong> Notes were used to refinance our €1,050.0 million Senior Credit Facilities, to finance <strong>the</strong><br />
payment by Unity Media to Unity Media S.C.A. of <strong>the</strong> deferred purchase price <strong>for</strong> <strong>the</strong> Tele<br />
<strong>Co</strong>lumbus shares and to cash collateralize a portion of <strong>the</strong> DFL bank guarantee;<br />
“arena” refers to arena Sport Rechte und Marketing <strong>GmbH</strong>, a wholly-owned subsidiary of <strong>ish</strong>;<br />
“ARPU” refers to <strong>the</strong> average revenue per unit on a monthly basis;<br />
“BRN agreements” refers to <strong>the</strong> BRN-<strong>iesy</strong> agreement and <strong>the</strong> BRN-<strong>ish</strong> agreement between DTAG<br />
and <strong>iesy</strong> and <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong>, respectively, pursuant to which DTAG is to install, make available<br />
and operate certain fixed-line broadband and broadcasting networks;<br />
“combined entity”, and “we”, “us”, “our” and o<strong>the</strong>r similar terms refer to <strong>the</strong> combined business of<br />
<strong>iesy</strong> and <strong>ish</strong> following <strong>the</strong> <strong>ish</strong> Acquisition, o<strong>the</strong>r than in <strong>the</strong> context of <strong>the</strong> issuer of <strong>the</strong> Notes or New<br />
Notes, where references to “we”, “us”, “our” and o<strong>the</strong>r similar terms refer to Unity Media;<br />
“DFL” refers to DFL Deutsche Fussball Liga <strong>GmbH</strong>;<br />
"DFL Bank Guarantee" refers to <strong>the</strong> bank guarantee provided by Citigroup Global Markets Limited<br />
in connection with arena's obligations under its agreement with DFL regarding <strong>the</strong> Bundesliga<br />
programming rights;<br />
“DTAG” refers to Deutsche Telekom AG;<br />
“EWT” refers to <strong>the</strong> cable network business of <strong>the</strong> group of companies controlled by ewt multimedia<br />
<strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>;<br />
“Financing” refers to a financing of our group, consisting of a €360.0 million subordinated bridge<br />
facility entered into on June 21, 2005, as well as <strong>the</strong> Senior Credit Facilities consisting of a €225.0<br />
million term loan A facility, a €250.0 million (incremental) term loan B facility, a €375.0 million term<br />
loan C facility, and a €70.0 million (incremental) revolving credit facility.<br />
“German GAAP” refers to generally accepted accounting principles in Germany;<br />
“housing associations” encompass public property investors, public property owners, property<br />
management firms and financial investors;<br />
4
“<strong>iesy</strong>,” “<strong>ish</strong>”, “we,” “us,” “our,” <strong>the</strong> “<strong>Co</strong>mpany” and o<strong>the</strong>r similar terms refer to <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> &<br />
<strong>Co</strong>. <strong>KG</strong> and <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> and its consolidated subsidiaries, except where <strong>the</strong> context o<strong>the</strong>rwise<br />
requires;<br />
“<strong>iesy</strong> GP” refers to <strong>iesy</strong> <strong>Hessen</strong> Finanz-Management <strong>GmbH</strong>;<br />
“<strong>iesy</strong> <strong>Hessen</strong>” refers to <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> (<strong>for</strong>merly <strong>iesy</strong> <strong>Hessen</strong> Finanz <strong>GmbH</strong> & <strong>Co</strong>.<br />
<strong>KG</strong>);<br />
“<strong>iesy</strong> Repository” refers to <strong>iesy</strong> Repository <strong>GmbH</strong>, which was renamed Unity Media <strong>GmbH</strong> as<br />
announced on October 6, 2005;<br />
“IFRS” refers to International Financial <strong>Report</strong>ing Standards;<br />
“<strong>iesy</strong>/<strong>ish</strong> Notes” refers to <strong>the</strong> € 1,350,000,000 senior secured floating rate notes due 2013 issued by<br />
<strong>iesy</strong> and <strong>ish</strong> during <strong>the</strong> 2006 Refinancing;<br />
“<strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility” refers to <strong>the</strong> €130.0 million revolving credit facility issued during<br />
<strong>the</strong> 2006 Refinancing;<br />
“Indentures” refers to <strong>the</strong> indentures relating to <strong>the</strong> Notes and <strong>the</strong> New Notes;<br />
“<strong>ish</strong>” refers to <strong>the</strong> cable network business of <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> (<strong>for</strong>merly <strong>the</strong> group of companies<br />
controlled by KABELNETZ <strong>NRW</strong> Hold<strong>Co</strong> <strong>GmbH</strong> which was renamed <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> on<br />
September 2, 2005);<br />
“<strong>ish</strong> Acquisition” refers to <strong>the</strong> acquisition of <strong>ish</strong> by <strong>iesy</strong> <strong>Hessen</strong> completed on June 24, 2005;<br />
“KBW” refers to <strong>the</strong> cable network business of <strong>the</strong> group companies controlled by Kabel Baden-<br />
Württemberg <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>;<br />
“KDG” refers to <strong>the</strong> cable network business of <strong>the</strong> group of companies controlled by Kabel<br />
Deutschland <strong>GmbH</strong>;<br />
“MSG” refers to Kabel Deutschland Breitband Services <strong>GmbH</strong> (<strong>for</strong>merly MSG MediaServices<br />
<strong>GmbH</strong>), a subsidiary of KDG;<br />
“New <strong>iesy</strong>” refers to New <strong>iesy</strong> <strong>GmbH</strong> which was renamed Unity Media Management <strong>GmbH</strong> on<br />
October 14, 2005;<br />
“New Notes” refers to <strong>the</strong> €235 million 10 1/8% senior notes of <strong>the</strong> <strong>Co</strong>mpany due 2015 and $151<br />
million 10 3/8% senior notes of <strong>the</strong> <strong>Co</strong>mpany due 2015;<br />
“Notes” refers to <strong>the</strong> €215 million 8 3/4% senior notes of <strong>the</strong> <strong>Co</strong>mpany due 2015 that were offered<br />
by <strong>iesy</strong> Repository as part of <strong>the</strong> Refinancing in February 2005;<br />
“Premiere” refers to Premiere Fernsehen <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>;<br />
“previous senior credit facilities” refers to <strong>the</strong> senior credit facilities that were paid down in February<br />
2005 using proceeds of <strong>the</strong> Refinancing;<br />
“Refinancing” refers to <strong>the</strong> offering by <strong>iesy</strong> Repository of <strong>the</strong> Notes and <strong>the</strong> entering into of <strong>the</strong><br />
€230.0 million senior credit facilities consisting of a €200.0 million term loan facility and a €30.0<br />
million revolving credit facility;<br />
5
“Senior Credit Facilities” refers to <strong>the</strong> senior credit facilities entered into in connection with <strong>the</strong><br />
Refinancing and Financing and described in “Description of O<strong>the</strong>r Indebtedness” in <strong>the</strong> offering<br />
memorandum <strong>for</strong> <strong>the</strong> New Notes;<br />
“Senior Credit Facility Refinancing” refers to <strong>the</strong> issuance on April 5, 2006 of €1,350 million senior<br />
secured floating rate notes due 2013 issued by <strong>iesy</strong> and <strong>ish</strong>;<br />
“SLAs” refers to various long-term agreements with DTAG under which DTAG provides network<br />
operations to us;<br />
“Subordinated Bridge Facility” refers to <strong>the</strong> subordinated bridge facility entered into in connection<br />
with <strong>the</strong> <strong>ish</strong> Acquisition and described in “Description of O<strong>the</strong>r Indebtedness” in <strong>the</strong> offering<br />
memorandum <strong>for</strong> <strong>the</strong> New Notes;<br />
“Tele <strong>Co</strong>lumbus” refers to <strong>the</strong> cable network business of <strong>the</strong> group of companies controlled by Tele<br />
<strong>Co</strong>lumbus Kabel Holding <strong>GmbH</strong>;<br />
“Tele <strong>Co</strong>lumbus Notes” refers to <strong>the</strong> €245.0 million floating rate senior notes due 2010 and <strong>the</strong><br />
€230.0 million 9 3/8% senior notes due 2012;<br />
“Term Sheets” refers to term sheets that are part of <strong>the</strong> SLAs;<br />
“Trustee” refers to The Law Debenture Trust <strong>Co</strong>mpany of New York, as trustee <strong>for</strong> <strong>the</strong> Notes and<br />
<strong>the</strong> New Notes;<br />
“United States” and <strong>the</strong> “U.S.” refer to <strong>the</strong> United States of America;<br />
“Unity Media” refers to Unity Media <strong>GmbH</strong>, <strong>for</strong>merly <strong>iesy</strong> Repository <strong>GmbH</strong>;<br />
“Unity Media Management <strong>GmbH</strong>” refers to Unity Media Management <strong>GmbH</strong>, <strong>for</strong>merly New <strong>iesy</strong><br />
<strong>GmbH</strong>; and<br />
“U.S. GAAP” refers to generally accepted accounting principles in <strong>the</strong> United States.<br />
6
Our <strong>Co</strong>mpany<br />
Our Business<br />
We are <strong>the</strong> largest cable television operator in <strong>the</strong> German states of Hesse and North Rhine-<br />
Westphalia. arena Sport Rechte und Marketing <strong>GmbH</strong>, which became an indirect subsidiary of <strong>iesy</strong><br />
<strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> and a direct subsidiary of <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> in April 2006, has acquired<br />
certain Bundesliga programming rights <strong>for</strong> three seasons starting with <strong>the</strong> 2006/2007 season. We<br />
provide basic and premium cable television services, as well as high speed Internet access and<br />
telephony services to our customers. Our network passes approximately 8.5 million homes out of a<br />
total of approximately 11.3 million homes in Hesse and North Rhine-Westphalia, representing a<br />
75% coverage rate. Approximately 5.1 million homes are connected to our network and subscribe<br />
to our services, a 60% penetration rate. The largest part of our business is <strong>the</strong> provision of basic<br />
cable television services, which is characterized by stable revenues and cash flows. For <strong>the</strong> six<br />
months ended June 30, 2006, we generated total revenues of €280.5 million and EBITDA of €136.7<br />
million.<br />
7
Selected Financial and Operating In<strong>for</strong>mation<br />
Basis <strong>for</strong> Presentation of Financial and Operating In<strong>for</strong>mation<br />
The in<strong>for</strong>mation in this interim report presents our unaudited consolidated income statement,<br />
balance sheet, cash flow statement and o<strong>the</strong>r financial and operational data as of and <strong>for</strong> <strong>the</strong> six<br />
months ended June 30, 2005 and 2006, respectively, each on <strong>the</strong> basis of generally accepted<br />
accounting principles in Germany (“German GAAP”). We have also included certain subscriber and<br />
o<strong>the</strong>r operating data in <strong>the</strong> tables below. You should not place undue reliance on this operating<br />
data, which may not be indicative of our future results of operations.<br />
German GAAP differs in certain significant respects from generally accepted accounting<br />
principles in <strong>the</strong> United States (“U.S. GAAP”) and International Financial <strong>Report</strong>ing Standards<br />
(“IFRS”). See “Annex A: Summary of Certain Significant Differences Between German GAAP and<br />
U.S. GAAP” and “Annex B: Summary of Certain Significant Differences Between German GAAP<br />
and IFRS” of <strong>the</strong> offering memorandum <strong>for</strong> <strong>the</strong> New Notes <strong>for</strong> a discussion of certain significant<br />
differences between German GAAP and U.S. GAAP and IFRS. The in<strong>for</strong>mation below should be<br />
read toge<strong>the</strong>r with <strong>the</strong> financial statements included in this interim report and “Results of<br />
Operations”.<br />
The selected consolidated financial and operating in<strong>for</strong>mation of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>.<br />
<strong>KG</strong> presented below as at and <strong>for</strong> <strong>the</strong> six months ended June 30, 2005 onlyincludes <strong>the</strong><br />
consolidated financial and operating in<strong>for</strong>mation of <strong>ish</strong> <strong>for</strong> <strong>the</strong> period from June 24, 2005 to June<br />
30, 2005. The <strong>ish</strong> Acquisition occurred in on June 24, 2005. A pro <strong>for</strong>ma income statement <strong>for</strong> <strong>iesy</strong><br />
<strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> <strong>for</strong> <strong>the</strong> year ended December 31, 2005 is shown in <strong>the</strong> offering<br />
memorandum <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes. Any financials <strong>for</strong> Tele <strong>Co</strong>lumbus are not included. Please<br />
refer to page 109 of Unity Media’s Annual <strong>Report</strong> to Bondholders <strong>for</strong> <strong>the</strong> corporate structure of <strong>the</strong><br />
Unity Media Group.<br />
Please refer to <strong>the</strong> financial statements starting on page 28 <strong>for</strong> <strong>the</strong> unaudited historical<br />
consolidated financial statements of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> as at and <strong>for</strong> <strong>the</strong> six months<br />
ended June 30, 2005 and 2006 respectively. The unaudited historical consolidated financial<br />
statements <strong>for</strong> Unity Media as at and <strong>for</strong> <strong>the</strong> quarters ended June 30, 2005 only include financial<br />
condition and results of operations of <strong>ish</strong> <strong>for</strong> <strong>the</strong> period from June 24, 2005 to June 30, 2005, and<br />
are not directly comparable to <strong>the</strong> unaudited historical consolidated financial statements <strong>for</strong> <strong>iesy</strong><br />
<strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> as at and <strong>for</strong> <strong>the</strong> six months ended June 30, 2006.<br />
8
Income statement data - <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> consolidated (unaudited)<br />
Six Months ended June 30,<br />
2006<br />
(€'000s)<br />
2005<br />
Sales 269,027 71,657<br />
Own work capitalized as fixed assets 4,781 1,128<br />
O<strong>the</strong>r operating income 6,656 1,251<br />
Total revenues<br />
<strong>Co</strong>st of materials<br />
280,464 74,036<br />
Raw materials and consumables (2,240) (485)<br />
Purchased services<br />
Personnel expenses<br />
(52,195) (13,164)<br />
Salaries and wages (26,885) (6,480)<br />
Social security, pension and o<strong>the</strong>r benefits (5,686) (1,826)<br />
Depreciation (103,225) (29,162)<br />
O<strong>the</strong>r operating expenses (56,776) (15,086)<br />
O<strong>the</strong>r interest and similar income 1,452 1,806<br />
Interest and similar expenses (61,127) (10,124)<br />
Profit/loss from ordinary activities (26,218) (483)<br />
Extraordinary result (22,740) (80,595)<br />
Taxes on income (2,299) (1)<br />
Net profit/loss (51,257) (81,080)<br />
Profit/Loss attributable to minority interests - -<br />
<strong>Co</strong>nsolidated profit/loss (51,257) (81,080)<br />
Balance sheet data - <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> consolidated (unaudited)<br />
June 30, Mar 31,<br />
2006<br />
(€'000s)<br />
2006<br />
Cash and cash at banks 244,354 44,380<br />
Intangible assets 1,062,108 1,084,523<br />
Tangible assets 789,219 801,004<br />
Total assets 2,342,335 2,031,325<br />
Liabilities to banks/bondholders 1,350,000 1,050,000<br />
Total liabilities 1,999,393 1,659,255<br />
Equity 138,083 171,071<br />
Cash flow statement data - <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> consolidated (unaudited)<br />
Six Months ended June 30,<br />
2006<br />
(€'000s)<br />
2005<br />
Cash flow from operating activities 6,464 71,093<br />
Cash flow from investing activities (54,217) (857,546)<br />
Cash flow from financing activities 277,357 768,256<br />
O<strong>the</strong>r Financial Data - <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> consolidated (unaudited)<br />
2006 2005<br />
EBITDA 136,682 36,996<br />
EBITDA Margin (a)<br />
48.7% 50.0%<br />
Capital Expenditures (b)<br />
Six Months ended June 30,<br />
(€'000s)<br />
35,718 9,244<br />
(a) We define EBITDA Margin to mean EBITDA as a percentage of total revenues.<br />
(b) Capital expenditures consists of expenditures <strong>for</strong> property and equipment and intangibles (except <strong>for</strong> customer lists), and<br />
does not include financial assets or certain start-up expenditures <strong>for</strong> arena (€24.2 million) which were capitalized as<br />
expenses <strong>for</strong> <strong>the</strong> expansion of business prior to <strong>the</strong> launch of operations beginning with <strong>the</strong> Bundesliga season.<br />
9
Operational data - <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> consolidated (unaudited)<br />
10<br />
Six Months ended June 30,<br />
2006 2005<br />
Revenues (€m, except percentages)<br />
Basic cable<br />
Basic cable subscriber sales 224.9 64.5<br />
Basic cable installation fees 3.4 0.8<br />
Total basic cable sales 228.2 65.2<br />
% revenues 81.4% 88.1%<br />
Premium cable 5,540.4<br />
Total premium cable sales 7.2 0.6<br />
% revenues 2.6% 0.8%<br />
Carriage Fees 30,753.1<br />
Total carriage fees 26.1 5.4<br />
% revenues 9.3% 7.2%<br />
High speed Internet 4,036.9<br />
Total high speed Internet sales 4.4 0.4<br />
% revenues 1.6% 0.5%<br />
Telephony 1749.7<br />
Total telephony sales 3.1 0.0<br />
% revenues 1.1% 0.1%<br />
Own work capitalised as fixed assets 4.8 1.1<br />
O<strong>the</strong>r 6.7 1.2<br />
Total revenues 280.5 74.0<br />
RGU in<strong>for</strong>mation (as of period end in '000s, except percentages)<br />
Homes passed (1)<br />
8,523.8 8,472.9<br />
Total basic cable subscribers 5,081.6 5,192.8<br />
% penetration (2)<br />
59.6% 61.3%<br />
Premium Cable (3)<br />
207.8 88.5<br />
High speed Internet 60.2 27.5<br />
Telephony 29.1 8.9<br />
Total RGUs (4)<br />
5,378.6 5,317.6<br />
Basic cable ARPU € (5)<br />
Digital Television ARPU € (6)<br />
High speed Internet ARPU € (7)<br />
Telephony ARPU (8)<br />
Total blended ARPU € (9)<br />
7.47 NA<br />
7.96 NA<br />
16.11 NA<br />
25.31 NA<br />
7.95 NA<br />
(1) We calculate homes passed based on our estimate of <strong>the</strong> number of potential subscribers who are passed by our network and to whom we<br />
can offer our cable television services.<br />
(2) Number of subscribers at <strong>the</strong> end of <strong>the</strong> relevant period as a percentage of <strong>the</strong> number of homes passed by our network at <strong>the</strong> end of <strong>the</strong><br />
relevant period.<br />
(3) The table below breaks out Unity Media’ premium cable subscribers having already been activated <strong>for</strong> arena:<br />
June 30,<br />
June 30, 2006<br />
(€'000s)<br />
Premium Cable 207.8<br />
Thereof activated packages including arena 56.9<br />
(4) Revenue generating units, or “RGUs”, relate to sources of revenue, which may not always be <strong>the</strong> same as subscriber numbers. For<br />
example, one person may subscribe to two different services, <strong>the</strong>reby accounting <strong>for</strong> only one subscriber but <strong>for</strong> two RGUs.<br />
(5) Calculated by dividing basic cable subscription revenues (including basic cable installation fees but excluding basic cable carriage fees) <strong>for</strong> a<br />
period by <strong>the</strong> average number of total basic cable subscribers <strong>for</strong> that period and <strong>the</strong> number of months <strong>for</strong> that period.<br />
(6) Calculated by dividing Digital Television revenues (including Digital Television installation fees but excluding Digital Television carriage fees)<br />
<strong>for</strong> a period by <strong>the</strong> average number of total Digital Television subscriptions <strong>for</strong> that period and <strong>the</strong> number of months <strong>for</strong> that period.<br />
(7) Calculated by dividing Internet subscription revenues (including Internet installation fees) <strong>for</strong> a period by <strong>the</strong> average number of total Internet<br />
subscriptions <strong>for</strong> that period and <strong>the</strong> number of months <strong>for</strong> that period.<br />
(8) Calculated by dividing telephony subscription revenues <strong>for</strong> a period by <strong>the</strong> average number of total telephony subscriptions <strong>for</strong> that period<br />
and <strong>the</strong> number of months <strong>for</strong> that period.<br />
(9) Calculated by dividing total subscription revenues (including installation fees but excluding carriage fees) <strong>for</strong> a period by <strong>the</strong> average number<br />
of total basic cable subscribers <strong>for</strong> that period and <strong>the</strong> number of months <strong>for</strong> that period.
Unaudited Pro Forma <strong>Co</strong>ndensed <strong>Co</strong>nsolidated<br />
Financial Statements Of <strong>iesy</strong><br />
The following unaudited pro <strong>for</strong>ma condensed consolidated financial statements have been derived<br />
by applying pro <strong>for</strong>ma adjustments to <strong>the</strong> historical consolidated financial statements of <strong>iesy</strong>.<br />
The unaudited pro <strong>for</strong>ma condensed consolidated financial statements <strong>for</strong> <strong>the</strong> six months ended<br />
June 30, 2006 give effect to <strong>the</strong> following transaction as if it occurred on January 1 of <strong>the</strong> respective<br />
year <strong>for</strong> <strong>the</strong> pro <strong>for</strong>ma condensed profit and loss statement:<br />
• The 2006 Refinancing, which includes (i) <strong>the</strong> issuance of <strong>the</strong> €1,350.0 million by <strong>iesy</strong> and <strong>ish</strong> of<br />
<strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes that mature on April 15, 2013, (ii) <strong>the</strong> entering into of <strong>the</strong> new €130.0m<br />
revolving credit facility replacing <strong>the</strong> previous undrawn €100.0 million revolving credit facility, (iii)<br />
repayment of our €1,050.0 million Senior Credit Facility, (iv) to finance <strong>the</strong> payment by Unity<br />
Media to Unity Media S.C.A. of <strong>the</strong> deferred purchase price <strong>for</strong> <strong>the</strong> Tele <strong>Co</strong>lumbus shares, and<br />
(v) to cash collateralize a portion of <strong>the</strong> DFL bank guarantee. The 2006 Refinancing occurred in<br />
April 2006.<br />
The unaudited pro <strong>for</strong>ma condensed consolidated financial statements are provided <strong>for</strong><br />
in<strong>for</strong>mational purposes only and have not been prepared to comply with German GAAP, U.S.<br />
GAAP, U.S. Securities and Exchange <strong>Co</strong>mmission requirements or any o<strong>the</strong>r accounting<br />
standards.<br />
In addition, <strong>the</strong> unaudited pro <strong>for</strong>ma condensed consolidated financial statements do not purport to<br />
represent what our financial position or results of operations actually would have been if <strong>the</strong><br />
transactions had occurred on <strong>the</strong> dates indicated, nor do <strong>the</strong>y purport to represent our results of<br />
operations <strong>for</strong> any future period or our financial condition at any future date.<br />
The historical consolidated financial statements have been prepared on <strong>the</strong> basis of German<br />
GAAP. German GAAP differs in certain significant respects from U.S. GAAP and IFRS. See <strong>the</strong><br />
following sections in <strong>the</strong> offering memorandum <strong>for</strong> <strong>the</strong> New Notes: “Annex A: Summary of Certain<br />
Significant Differences Between German GAAP and U.S. GAAP” and “Annex B: Summary of<br />
Certain Significant Differences Between German GAAP and IFRS” <strong>for</strong> a discussion of certain<br />
significant differences between German GAAP and U.S. GAAP and IFRS.<br />
The in<strong>for</strong>mation below should be read toge<strong>the</strong>r with <strong>the</strong> financial statements and <strong>the</strong> notes to those<br />
statements included in this interim report and “Results of Operations”.<br />
An unaudited pro <strong>for</strong>ma condensed consolidated balance sheet as of June 30, 2006 has not been<br />
provided here because <strong>the</strong> unaudited consolidated balance sheet as of June 30, 2006 included in<br />
<strong>the</strong> financial statements in this interim report already takes into account and shows <strong>the</strong> effects of<br />
<strong>the</strong> 2006 Refinancing.<br />
11
Unaudited Pro Forma <strong>Co</strong>ndensed <strong>Co</strong>nsolidated Profit and Loss Statement<br />
Six Months Ended June 30, 2006<br />
<strong>iesy</strong> (1)<br />
2006<br />
Refinancing<br />
Adjustments Pro Forma<br />
Sales 269,027<br />
269,027<br />
Ow n w ork capitalized as fixed assets 4,781<br />
4,781<br />
O<strong>the</strong>r operating income 6,656<br />
6,656<br />
Total revenues 280,464<br />
-<br />
280,464<br />
<strong>Co</strong>st of materials (54,435)<br />
Personnel expenses (32,571)<br />
Depreciation and amortization (103,225)<br />
O<strong>the</strong>r operating expenses (56,776)<br />
Operating result 33,457<br />
O<strong>the</strong>r interest and similar income 1,452<br />
Interest and similar expenses (61,127)<br />
Financial result (59,675)<br />
Profit/(loss) from ordinary activities (26,218)<br />
Income taxes (2,299)<br />
Net profit/(loss) be<strong>for</strong>e extraordinary expenses (28,517)<br />
12<br />
-<br />
(54,435)<br />
(32,571)<br />
(103,225)<br />
(56,776)<br />
33,457<br />
1,452<br />
33,309 (2)<br />
(41,934) (2) (69,752)<br />
(1) This column reflects <strong>iesy</strong>’s consolidated profit and loss statements <strong>for</strong> <strong>the</strong> six months ended June 30, 2006, prepared and presented in<br />
accordance with German GAAP.<br />
(2) To record <strong>the</strong> assumed reduction of interest expense due to <strong>the</strong> repayment of <strong>the</strong> Senior Credit Facilities of € 1,050.0 million and <strong>the</strong> pro<br />
<strong>for</strong>ma interest expense under <strong>the</strong> Notes offered, assuming that <strong>the</strong> Notes were issued on January 1, 2006 and that <strong>the</strong> Revolving Credit<br />
Facility remained undrawn throughout <strong>the</strong> period:<br />
Pro <strong>for</strong>ma<br />
financial<br />
debt<br />
Assumed<br />
interest<br />
rate<br />
(8,626)<br />
(8,626)<br />
(8,626)<br />
(68,300)<br />
(34,843)<br />
(2,299)<br />
(37,142)<br />
Pro <strong>for</strong>ma interest<br />
expense (a) <strong>for</strong> <strong>the</strong> six<br />
months ended June 30,<br />
2006<br />
€m €m<br />
Pro <strong>for</strong>ma adjustment <strong>for</strong> Notes Offering<br />
<strong>iesy</strong>/<strong>ish</strong> Notes 1,350.0 6.21% 41.9<br />
Actual historical interest expense<br />
Repayment of Senior Credit Facilities 1,050.0 5.34% (14.8)<br />
<strong>iesy</strong>/<strong>ish</strong> Notes from 5 April 1,350.0 5.74% (18.5)<br />
Pro <strong>for</strong>ma interest expense adjustment 8.6<br />
(a) Pro <strong>for</strong>ma interest expense <strong>for</strong> <strong>the</strong> Notes offered hereby excludes debt issuance costs. The debt issuance costs of €34.9 million were<br />
expensed as incurred and recorded as extraordinary expenses offset by a €12.2 million gain from <strong>the</strong> termination of <strong>the</strong> interest rate<br />
hedges in connection with <strong>the</strong> issuance of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes 2006 Refinancing. We issued <strong>the</strong> Notes with a margin of 287.5 basis points<br />
above <strong>the</strong> three-month EURIBOR rate. In calculating pro <strong>for</strong>ma interest expense on <strong>the</strong> Notes, we applied <strong>the</strong> EURIBOR rate of 2.868%<br />
(which was <strong>the</strong> actual rate in effect <strong>for</strong> <strong>the</strong> period from April 5 until July 31, 2006). Rates could vary. We have swapped €800.0 million<br />
gross proceeds of <strong>the</strong> notes from a floating rate of EURIBOR plus 287.5 basis points to a fixed rate of 6.535% <strong>for</strong> three years calculated<br />
on a quarterly, annual/360 basis. As adjusted to give effect to <strong>the</strong> hedging agreement, <strong>the</strong> weighted average interest rate <strong>for</strong> <strong>the</strong> Notes is<br />
6.21%. The hedge only comes into effect <strong>for</strong> <strong>the</strong> interest period beginning July 31, 2006. A 0.125% per annum change in <strong>the</strong> interest rate<br />
on <strong>the</strong> borrowings would change pro <strong>for</strong>ma interest expense by €0.7 million.
Risk Factors<br />
You should carefully consider <strong>the</strong> risks described in <strong>the</strong> offering memorandum <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong><br />
Notes and <strong>the</strong> Material Recent Developments section of this and prior reports. Any of <strong>the</strong> those<br />
risks could materially adversely affect our business, financial condition or results of operations. In<br />
such case, you may lose all or part of your original investment.<br />
The risks described <strong>the</strong>rein are not <strong>the</strong> only risks we face. Additional risks and uncertainties<br />
not currently known to us or that we currently deem to be immaterial may also materially adversely<br />
affect our business, financial condition or results of operations.<br />
13
arena Technical Distribution<br />
Material Recent Developments<br />
On June 26, 2006, arena and Eutelsat visAvision <strong>GmbH</strong>, <strong>the</strong> German subsidiary of Eutelsat<br />
<strong>Co</strong>mmunications, announced a three-year agreement to offer arena to disconnected Level 4 cable<br />
network operators in Germany serving approximately 2 million households. Eutelsat offers <strong>the</strong><br />
arena channel and will offer a tividi-branded digital television package to disconnected Level 4<br />
cable network operators via Eutelsat’s Kabelkiosk digital programme and service plat<strong>for</strong>m. The<br />
cable operators <strong>the</strong>n offer arena on a stand-alone basis, in addition to <strong>the</strong>ir existing offers.<br />
On July 11, 2006, arena and Kabel BW, <strong>the</strong> largest cable operator in Baden-Württemberg,<br />
announced a three-year agreement on wholesale distribution of arena to 2.3 million homes in <strong>the</strong><br />
cable network of Kabel BW. Kabel BW is currently marketing <strong>the</strong> product on a stand-alone basis <strong>for</strong><br />
€14.90 in its regions.<br />
On July 13, 2006, Unity Media, arena and Premiere announced a three-year agreement on<br />
<strong>the</strong> wholesale distribution of arena by Premiere in <strong>the</strong> Kabel Deutschland regions over cable, with a<br />
technical reach of approximately 9.6 million cable television households. Premiere is currently<br />
marketing <strong>the</strong> product to new and existing Premiere cable customers in Kabel Deutschland regions<br />
o bundled with its o<strong>the</strong>r offers <strong>for</strong> €9.90, or on a stand-alone basis <strong>for</strong> €14.90.<br />
Including our national satellite plat<strong>for</strong>m, <strong>iesy</strong>, <strong>ish</strong> and <strong>the</strong> completion of <strong>the</strong> above mentioned<br />
cable distribution agreements, arena was available to nearly all customers in Germany be<strong>for</strong>e<br />
launch. The arena channel was launched in August 2006, beginning with <strong>the</strong> broadcast of archived<br />
Bundesliga content on August 1, <strong>the</strong> local friendly between Bayern München and 1860 München on<br />
August 8, and <strong>the</strong> Bundesliga season launch on August 11, 2006.<br />
arena Marketing<br />
In May, arena launched its nationwide advertising campaign, and began taking orders on<br />
satellite as well as on <strong>the</strong> <strong>iesy</strong> and <strong>ish</strong> cable networks.<br />
In July, <strong>iesy</strong> and <strong>ish</strong> began offering a promotional triple play product including telephony and<br />
Internet with <strong>the</strong> tividi Komplett offering including arena <strong>for</strong> a promotional price of €49.90 per month.<br />
On July 21, 2006, arena announced a retail sales partnership <strong>for</strong> satellite subscription sales<br />
with Media Markt and Saturn, who have launched an extensive national advertising campaign until<br />
<strong>the</strong> end of September 2006. Customers can subscribe to <strong>the</strong> arena satellite subscription package<br />
including <strong>the</strong> digital set-top-box, as well as season-ticket offerings in all 215 Media Markt and 116<br />
Saturn electronic retail stores in Germany.<br />
As of June 30, 2006, we had 179,400 retail orders <strong>for</strong> <strong>the</strong> arena package on satellite and<br />
cable, of which 56,900 had already been activated on <strong>the</strong> <strong>iesy</strong> and <strong>ish</strong> cable networks. As of August<br />
27, 2006, we had 424,000 retail orders on satellite and cable, excluding arena subscribers on <strong>the</strong><br />
networks of KDG (via Premiere), KBW and disconnected level 4 providers (via Eutelsat). We<br />
currently expect to have over 800k estimated retail and wholesale arena subscribers by <strong>the</strong> end of<br />
August 2006, and will begin reporting a split of retail satellite, retail cable and wholesale cable<br />
subscribers with our third quarter reporting.<br />
14
arena <strong>Co</strong>ntent Rights<br />
On May 19, 2006 DTAG and Premiere announced an agreement whereby Premiere would<br />
produce Bundesliga under its broadcast license <strong>for</strong> distribution over <strong>the</strong> DTAG DSL/VDSL network.<br />
Subsequently, media authorities have announced that DTAG does not require a broadcasting<br />
license whilst Premiere is responsible <strong>for</strong> <strong>the</strong> content. On June 07, 2006, <strong>the</strong> DFL and Deutsche<br />
Telekom confirmed arena’s exclusive rights of Bundesliga and 2 Bundesliga matches over cable<br />
and satellite. arena also agreed to limit <strong>the</strong> simultaneous IPTV distribution or retransmission of its<br />
Bundesliga program to cable. DTAG was awarded naming rights to <strong>the</strong> Bundesliga <strong>for</strong> two seasons<br />
from season 2007/2008 onwards.<br />
On June 07, 2006, arena was awarded <strong>the</strong> public viewing rights by <strong>the</strong> DFL. The arena<br />
channel will be available to subscribing sports bars, hotels, fitness studios and clubhouses. The<br />
product proposal and pricing was announced on June 28, 2006, and direct marketing began shortly<br />
<strong>the</strong>reafter.<br />
On August 08, 2006 arena announced <strong>the</strong> acquisition of <strong>the</strong> exclusive cable, satellite and IP-<br />
TV rights to <strong>the</strong> Span<strong>ish</strong> Primera Division and <strong>the</strong> <strong>Co</strong>pa del Rey, <strong>the</strong> Span<strong>ish</strong> Royal Cup, beginning<br />
on August 27, 2006 <strong>for</strong> <strong>the</strong> next 3 years.<br />
tividi and Premiere distribution<br />
In July 2006, we agreed a wholesale distribution and revenue share agreement with Premiere<br />
<strong>for</strong> <strong>the</strong> distribution of its content over our cable networks. <strong>ish</strong>, <strong>iesy</strong> and in-region Tele <strong>Co</strong>lumbus will<br />
begin offering Premiere packages directly to end customers. At <strong>the</strong> same time it was agreed that<br />
any outstanding legal and regulatory disputes between Premiere and Unity Media and its group<br />
companies would no longer be pursued. We now have all rights to access existing Premiere cable<br />
set-top boxes.<br />
On August 16, 2006, we announced a long-term marketing and distribution cooperation<br />
agreement with ewt, whereby ewt and Unity Media cooperate in North Rhine-Westphalia and<br />
Hesse <strong>for</strong> our arena, tividi, Internet and telephony products. Depending on <strong>the</strong> local availability of<br />
telephony and Internet services from <strong>ish</strong> and <strong>iesy</strong>, ewt will upgrade its in-home distribution networks<br />
as required.<br />
As a result of <strong>the</strong> various arena developments, our digital content plat<strong>for</strong>m “tividi” has gained<br />
significant distribution across Germany. tividi is now available on <strong>iesy</strong>, <strong>ish</strong>, <strong>the</strong> arena satellite<br />
plat<strong>for</strong>m, disconnected level 4 operators via Eutelsat, and subject to implementation, KBW.<br />
Fur<strong>the</strong>rmore, subject to implementation feasibility, we have <strong>the</strong> right to package Premiere’s<br />
offerings on a stand-alone basis at <strong>the</strong>ir retail pricing, or in combination with a bundled offering,<br />
across <strong>the</strong>se same distribution plat<strong>for</strong>ms.<br />
Impact on Operations<br />
Following <strong>the</strong> launch of marketing <strong>for</strong> arena and our triple play product offering, we continue<br />
to experience strong demand <strong>for</strong> our products, although we cannot assure you <strong>the</strong> increased<br />
interest will be sustainable. Even with flexible outsource capacity, <strong>the</strong> amount of prospect and firsttime<br />
installation calls have substantially decreased our internal and external call center answer rate<br />
and service levels. While we expect <strong>the</strong> volume of calls to decrease after <strong>the</strong> season launch and<br />
initial subscriber take-up, lower call answer rates could adversely impact subscriptions, customer<br />
satisfaction and churn impacting revenues. We expect to increase resources <strong>for</strong> our customer care<br />
function, which will increase our operating costs in line with increased demand and new<br />
subscriptions to our new services. To <strong>the</strong> extent we experience high volume or variability in<br />
customer acquisition, however, we expect our customer service levels will continue to fluctuate.<br />
15
Senior Credit Facility Refinancing<br />
The Senior Credit Facilities were refinanced on April 5, 2006 through <strong>the</strong> issuance of €1,350<br />
million senior secured floating rate notes due 2013. The additional proceeds of <strong>the</strong> issuance of <strong>the</strong><br />
<strong>iesy</strong>/<strong>ish</strong> Notes were used to finance <strong>the</strong> payment by Unity Media to Unity Media S.C.A of<br />
approximately €87 million, representing <strong>the</strong> deferred cash portion of <strong>the</strong> purchase price, including<br />
accrued interest, <strong>for</strong> <strong>the</strong> shares of Tele <strong>Co</strong>lumbus (Unity Media S.C.A. will use <strong>the</strong> payment to<br />
repay amounts due to <strong>the</strong> vendors of Tele <strong>Co</strong>lumbus Kabel Holding <strong>GmbH</strong> under an €84 million<br />
12% PIK Note, which it used to partially pay <strong>the</strong> purchase price <strong>for</strong> <strong>the</strong> acquisition of <strong>the</strong> shares of<br />
Tele <strong>Co</strong>lumbus Kabel Holdings <strong>GmbH</strong>); and to cash collateralize a portion of <strong>the</strong> DFL Bank<br />
Guarantee.<br />
The Group Structure<br />
On April 3, 2006, Unity Media <strong>GmbH</strong> assigned all shares in arena to Unity Media<br />
Management <strong>GmbH</strong>. On <strong>the</strong> same day, Unity Media Management <strong>GmbH</strong> assigned all shares in<br />
arena to <strong>iesy</strong>, and <strong>iesy</strong> <strong>the</strong>n assigned all shares in arena to <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong>. All<br />
assignments were carried out as contributions into <strong>the</strong> capital reserves of <strong>the</strong> relevant company. On<br />
<strong>the</strong> same day, Unity Media assigned <strong>the</strong> nominal share it held in <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong><br />
to <strong>iesy</strong>. In addition, on or about April 25, 2006, <strong>iesy</strong> contributed its direct ownership of <strong>iesy</strong> <strong>Hessen</strong><br />
Verwaltungs-<strong>GmbH</strong> and indirect ownership of arena to <strong>ish</strong> and received additional share capital<br />
from <strong>ish</strong> in return. As a consequence of <strong>the</strong>se contributions, <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong> and<br />
arena (indirectly) became a wholly-owned subsidiary of <strong>ish</strong> and arena became a guarantor of <strong>the</strong><br />
<strong>iesy</strong>/<strong>ish</strong> notes and <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility on April 5, 2006.<br />
Tele <strong>Co</strong>lumbus<br />
On August 2, we announced <strong>the</strong> sale by Tele <strong>Co</strong>lumbus Süd-West <strong>GmbH</strong> of certain assets<br />
and subscriber agreements to <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> <strong>for</strong> an undisclosed price. The asset<br />
sale includes over 60,000 subscribers located in Hesse.<br />
On August 3, 2006, we announced that an affiliate of Kabel Baden-Württemberg <strong>GmbH</strong> & <strong>Co</strong>.<br />
<strong>KG</strong> will acquire from Tele <strong>Co</strong>lumbus <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> all shares in Kabel Plus Gesellschaft für<br />
Kabel-und Satellitenfernsehen mbH, KFS Kabelfernsehen Stuttgart <strong>GmbH</strong>, and Tele <strong>Co</strong>lumbus<br />
Süd-West <strong>GmbH</strong>. It will also acquire Tele <strong>Co</strong>lumbus’ equity interests in RKS Telecom Südwest<br />
Regionale Kabel-Service-Beteiligungsgesellschaft mbH and in RKS Telecom Südwest Regionale<br />
Kabel-Servicegesellschaft mbH & <strong>Co</strong>. <strong>KG</strong> and will <strong>the</strong>reby become <strong>the</strong> sole owner of <strong>the</strong>se<br />
companies. The sold companies have over 400,000 subscribers. The sale is subject to regulatory<br />
approval. It is now anticipated that closing will occur in October 2006 although we can give no<br />
assurance this will be <strong>the</strong> case. Until <strong>the</strong> closing date, <strong>the</strong> sold companies shall continue to operate<br />
independently as part of <strong>the</strong> Tele <strong>Co</strong>lumbus group.<br />
The purchase price will be paid in cash, and Tele <strong>Co</strong>lumbus will use a portion of <strong>the</strong> purchase<br />
price to completely repay its revolving credit facility. The amount committed and available to be<br />
drawn under <strong>the</strong> Tele <strong>Co</strong>lumbus revolving credit facility will be reduced to €85 million.<br />
We are currently evaluating a number of alternatives to integrate Tele <strong>Co</strong>lumbus with <strong>the</strong><br />
businesses of <strong>iesy</strong> and <strong>ish</strong>, which are also subsidiaries of Unity Media <strong>GmbH</strong>. No decision has<br />
been taken as to <strong>the</strong> likelihood, structure or timing of any fur<strong>the</strong>r integration. Although we can give<br />
no assurance that this will be <strong>the</strong> case, it is possible that in <strong>the</strong> future, Tele <strong>Co</strong>lumbus, or certain<br />
Tele <strong>Co</strong>lumbus assets and liabilities, will be contributed to, merged with, or acquired by <strong>iesy</strong> or one<br />
of its subsidiaries.<br />
Senior Management Changes<br />
Since April 1, 2006 <strong>the</strong> following senior management changes occurred at Unity Media:<br />
16
David McGowan has been appointed Managing Director of Unity Media’s subsidiary, arena<br />
Sport Rechte und Marketing <strong>GmbH</strong> in June. Mr. McGowan is responsible <strong>for</strong> Marketing and<br />
Business Development. Mr. McGowan previously served as Chief <strong>Co</strong>ntent Officer and Senior Vice<br />
President, <strong>Co</strong>rporate Strategy and Product Development <strong>for</strong> Cablecom in Switzerland <strong>for</strong> two<br />
years. Prior to that he was Deputy Chief Operating Officer at <strong>iesy</strong>. In 1999-2002 he served in<br />
various senior management roles <strong>for</strong> NTL UK and NTL Europe with responsibilities <strong>for</strong> strategy and<br />
development, in particular <strong>the</strong> development of digital television, broadband internet services and<br />
content. Prior to that he served in different roles at WETA and TIME magazine in <strong>the</strong> US. Mr.<br />
McGowan holds a B.A. cum laude in History from Yale University.<br />
17
Results of Operations<br />
Six months ended June 30, 2006 compared to six months ended June 30, 2005<br />
We derive revenues from four main business activities: our basic cable television business<br />
(including subscription, installation and carriage fees), our premium cable television business<br />
(including subscription, installation and carriage fees), our high speed Internet business, and our<br />
telephony business (including subscription and installation fees). We refer to <strong>the</strong> revenues<br />
generated by <strong>the</strong>se activities as “sales.” In addition, we recognize o<strong>the</strong>r revenues, including own<br />
work capitalized and o<strong>the</strong>r operating income. O<strong>the</strong>r operating income includes prior period income,<br />
such as <strong>the</strong> release of accruals and allowances.<br />
The selected consolidated financial and operating in<strong>for</strong>mation of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>.<br />
<strong>KG</strong> presented below as at and <strong>for</strong> <strong>the</strong> six months ended June 30, 2005 only includes <strong>the</strong><br />
consolidated financial and operating in<strong>for</strong>mation of <strong>ish</strong> <strong>for</strong> <strong>the</strong> period from June 24, 2005 to June<br />
30, 2005. The <strong>ish</strong> Acquisition occurred on June 24, 2005. A pro <strong>for</strong>ma income statement <strong>for</strong> <strong>iesy</strong><br />
<strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> <strong>for</strong> <strong>the</strong> year ended December 31, 2005 is shown in <strong>the</strong> offering<br />
memorandum <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes.<br />
Please refer to <strong>the</strong> financial statements starting on page 28 <strong>for</strong> <strong>the</strong> unaudited historical<br />
consolidated financial statements of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> as at and <strong>for</strong> <strong>the</strong> six months<br />
ended June 30, 2005 and 2006 respectively. The unaudited historical consolidated financial<br />
statements <strong>for</strong> Unity Media as at and <strong>for</strong> <strong>the</strong> six months ended June 30, 2005 only include financial<br />
condition and results of operations of <strong>ish</strong> <strong>for</strong> <strong>the</strong> period from June 24, 2005 to June 30, 2005 and<br />
are not directly comparable to <strong>the</strong> unaudited historical consolidated financial statements <strong>for</strong> <strong>iesy</strong><br />
<strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> as at and <strong>for</strong> <strong>the</strong> six months ended June 30, 2006.<br />
Sales<br />
Sales in <strong>the</strong> six months ended June 30, 2006 were €269.0 million. Sales increased, from<br />
€71.7 million in <strong>the</strong> six months ended June 30, 2005 to €269.0 million in <strong>the</strong> six months ended June<br />
30, 2006. Sales represent 95.9% of total revenues in <strong>the</strong> six months ended June 30, 2006 and<br />
96.8% of total revenues in <strong>the</strong> six months ended June 30, 2005. The increase in sales was<br />
primarily due to <strong>the</strong> <strong>ish</strong> Acquisition which occurred in June 2005.<br />
Basic cable subscription fees increased from €64.5 million <strong>for</strong> <strong>the</strong> six months ended June 30,<br />
2005 to €224.9 million <strong>for</strong> <strong>the</strong> six months ended June 30, 2006. This increase was primarily due to<br />
<strong>the</strong> <strong>ish</strong> Acquisition which occurred in June 2005. Installation fees increased from €0.8 million in <strong>the</strong><br />
six months ended June 30, 2005 to €3.4 million <strong>for</strong> <strong>the</strong> six months ended June 30, 2006. This<br />
increase was primarily due to <strong>the</strong> <strong>ish</strong> Acquisition which occurred in June 2005. In total, <strong>the</strong><br />
contribution of <strong>the</strong> basic cable television business increased from €65.2 million, or 88.1%, of total<br />
revenues in <strong>the</strong> six months ended June 30, 2005 to €228.2 million, or 81.4%, of total revenues in<br />
<strong>the</strong> six months ended June 30, 2006.<br />
Subscription fees from our premium cable television business includes subscription fees<br />
(including both <strong>the</strong> monthly subscription fees <strong>for</strong> rented set-top boxes and <strong>the</strong> selling price where<br />
set-top boxes are sold to <strong>the</strong> end customer) and installation fees. Subscription fees from our<br />
premium cable television business grew from €0.6 million, or 0.8%, of total revenues in <strong>the</strong> six<br />
months ended June 30, 2005 to €7.2 million, or 2.6%, of total revenues in <strong>the</strong> six months ended<br />
June 30, 2006 due to <strong>the</strong> strong increase in RGU’s of our premium cable television offerings<br />
following <strong>the</strong> introduction of <strong>the</strong> integrated tividi brand and product offering across Hesse and North<br />
Rhine-Westphalia and <strong>the</strong> <strong>ish</strong> Acquisition which occurred in June 2005. Subscription fees in <strong>the</strong> six<br />
months ended June 30, 2006 include both installation and subscription fees relating to <strong>the</strong><br />
subscription of arena packages. Subscription revenues from arena packages will only accrue from<br />
August, when <strong>the</strong> Bundesliga season begins.<br />
18
Carriage fees increased from €5.4 million in <strong>the</strong> six months ended June 30, 2005 to €26.1<br />
million in <strong>the</strong> six months ended June 30, 2006 due to <strong>the</strong> <strong>ish</strong> Acquisition which occurred in June<br />
2005.<br />
Subscription fees from our high speed Internet business include subscription fees (including<br />
<strong>the</strong> monthly subscription fees <strong>for</strong> rented cable modems) and installation fees. Subscription fees<br />
from our high speed Internet business increased from €0.4 million or less than 1% of total revenues<br />
in <strong>the</strong> six months ended June 30, 2005 to €4.4 million, or 1.6% of total revenues in <strong>the</strong> six months<br />
ended June 30, 2006. This increase represents an accelerated take-up of our high speed Internet<br />
products following <strong>the</strong> introduction of our new single, dual and triple play product portfolio in our<br />
upgraded regions in Hesse and North Rhine-Westphalia in January 2006 partially offset by lower<br />
ARPU both from more competitive offerings and our Multimedia Anschluss product, and <strong>the</strong> <strong>ish</strong><br />
Acquisition which occurred in June 2005.<br />
Own work capitalized<br />
Own work capitalized as fixed assets increased from €1.1 million in <strong>the</strong> six months ended<br />
June 30, 2005 to €4.8 million in <strong>the</strong> six months ended June 30, 2006. This reflects an increase in<br />
<strong>the</strong> level of network projects staffed by in-house employees resulting from increased upgrade<br />
activity in our regions and <strong>the</strong> <strong>ish</strong> Acquisition which occurred in June 2005. A corresponding<br />
amount of expenditure is reflected in personnel expenses.<br />
O<strong>the</strong>r operating income<br />
O<strong>the</strong>r operating income increased from €1.2 million in <strong>the</strong> six months ended June 30, 2005 to<br />
€6.7 million in <strong>the</strong> six months ended June 30, 2006 due to <strong>the</strong> <strong>ish</strong> Acquisition which occurred in<br />
June 2005.<br />
<strong>Co</strong>st of materials<br />
<strong>Co</strong>st of materials consists of raw materials and consumables, and purchased services. The<br />
<strong>for</strong>mer is comprised primarily of repairs and maintenance and <strong>the</strong> cost of cable modems and settop<br />
boxes we sell, and <strong>the</strong> latter primarily consists of network infrastructure services, which include<br />
costs under long term agreements with DTAG and o<strong>the</strong>r agreements. Beginning in 2006, we<br />
increasingly focused our ef<strong>for</strong>ts on a set-top box rental model, whereby <strong>the</strong> boxes are capitalized<br />
and depreciated over <strong>the</strong>ir useful asset life. Our most significant costs include payments under long<br />
term agreements with DTAG <strong>for</strong> <strong>the</strong> use of assets which are shared between our network and that<br />
of DTAG and <strong>for</strong> services provided by DTAG. Total cost of materials <strong>for</strong> <strong>the</strong> six months ended June<br />
30, 2006 was €54.4 million.<br />
Raw materials and consumables. <strong>Co</strong>st of raw materials and consumables increased from €0.5<br />
million in <strong>the</strong> six months ended June 30, 2005 to €2.2 million in <strong>the</strong> six months ended June 30,<br />
2006 reflecting <strong>the</strong> impact of <strong>the</strong> <strong>ish</strong> Acquisition which occurred in June 2005. Our cost of raw<br />
materials and consumables as a percentage of total revenues increased to 0.8% in <strong>the</strong> six months<br />
ended June 30, 2006 compared to 0.7% in <strong>the</strong> six months ended June 30, 2005.<br />
Purchased services. <strong>Co</strong>st of purchased services increased from €13.2 million in <strong>the</strong> six months<br />
ended June 30, 2005 to €52.2 million in <strong>the</strong> six months ended June 30, 2006. Our cost of<br />
purchased services as a percentage of revenues increased from 17.8% in <strong>the</strong> six months ended<br />
June 30, 2005 to 18.6% in <strong>the</strong> six months ended June 30, 2006.<br />
Personnel expenses<br />
Personnel expenses include salaries and wages, and social security, pension, and o<strong>the</strong>r<br />
benefits of our permanent staff. They also include o<strong>the</strong>r <strong>for</strong>ms of compensation such as overtime<br />
19
and stand-by pay, but do not include temporary staff expenses, which are included in o<strong>the</strong>r<br />
operating expenses.<br />
Total personnel expenses increased from €8.3 million in <strong>the</strong> six months ended June 30, 2005<br />
to €32.6 million in <strong>the</strong> six months ended June 30, 2006 due to <strong>the</strong> <strong>ish</strong> Acquisition which occurred in<br />
June 2005. However, overall we had lower levels of personnel following <strong>the</strong> integration of <strong>iesy</strong> and<br />
<strong>ish</strong>. Our personnel expenses as a percentage of revenues increased to 11.6% in <strong>the</strong> six months<br />
ended June 30, 2006 compared to 11.2% in <strong>the</strong> six months ended June 30, 2005.<br />
Depreciation and amortization<br />
Depreciation and amortization expenses relate to property, plant and equipment and<br />
intangible assets. The cost of set-top boxes and cable modems rented to <strong>the</strong> customer is<br />
capitalized and depreciated over <strong>the</strong> useful asset life. A substantial portion of our depreciation and<br />
amortization expenses relates to <strong>the</strong> amortization of goodwill resulting from <strong>the</strong> <strong>ish</strong> Acquisition.<br />
Depreciation increased from €29.2 million in <strong>the</strong> six months ended June 30, 2005 to €103.2<br />
million in <strong>the</strong> six months ended June 30, 2006. Our depreciation expenses as a percentage of<br />
revenues decreased to 36.8% in <strong>the</strong> six months ended June 30, 2006 compared to 39.4% in <strong>the</strong> six<br />
months ended June 30, 2005. This effect is due to <strong>the</strong> <strong>ish</strong> Acquisition which occurred in June 2005.<br />
Depreciation of fixed assets decreased by €34.7 million due to <strong>the</strong> change in <strong>the</strong> useful life of <strong>the</strong><br />
cable network and amortization of goodwill increased by €36.6 million following <strong>the</strong> <strong>ish</strong> Acquisition.<br />
O<strong>the</strong>r operating expenses<br />
O<strong>the</strong>r operating expenses include copyright license fees, rental and leasing fees, sales and<br />
marketing expenses, legal, consulting, management fees, sales commissions related to<br />
acquisitions of new subscribers, bad debt allowance and miscellaneous o<strong>the</strong>r operating expenses<br />
including costs <strong>for</strong> our customer care, billing and network systems. We pay license fees <strong>for</strong> our<br />
premium cable television programming. We expect <strong>the</strong>se fees to increase as we expand <strong>the</strong><br />
programming we offer to our customers. In addition, payments <strong>for</strong> <strong>the</strong> Bundesliga rights will<br />
significantly increase our licensing fees.<br />
O<strong>the</strong>r operating expenses increased from €15.1 million in <strong>the</strong> six months ended June 30,<br />
2005 to €56.8 million in <strong>the</strong> six months ended June 30, 2006. This increase is primarily due to <strong>the</strong><br />
<strong>ish</strong> Acquisition which occurred in June 2005.<br />
O<strong>the</strong>r interest and similar income<br />
O<strong>the</strong>r interest and similar income decreased from €186 million in <strong>the</strong> six months ended June<br />
30, 2005 to €1.5 million in <strong>the</strong> six months ended June 30, 2006 due to a lower average cash<br />
balance in 2006.<br />
Interest and similar expenses<br />
Interest and similar expenses <strong>for</strong> <strong>the</strong> six months ended June 30, 2005 include interest and<br />
fees paid with respect to our previous senior credit facilities which were repaid in February 2005<br />
following <strong>the</strong> issuance of <strong>the</strong> Notes in February 2005.<br />
Interest and similar expenses increased from €10.1 million in <strong>the</strong> six months ended June 30,<br />
2005 to €61.1 million in <strong>the</strong> six months ended June 30, 2006. This increase was primarily due to<br />
interest following <strong>the</strong> 2005 Financings as well as <strong>the</strong> 2006 Refinancing.<br />
20
Extraordinary income<br />
We had no extraordinary income in <strong>the</strong> six months ended June 30, 2005. In <strong>the</strong> six months<br />
ended June 30, 2006, we had €12.2 million in extraordinary income resulting from <strong>the</strong> termination<br />
of our previous interest rate hedge agreements.<br />
Extraordinary expenses<br />
In <strong>the</strong> six months ended June 30, 2006, we incurred €34.9 million in extraordinary expenses<br />
related to <strong>the</strong> 2006 Refinancing. In <strong>the</strong> six months ended June 30, 2005, extraordinary expenses of<br />
€80.6 million relate to advisory and financing fees of <strong>the</strong> 2005 Financings and <strong>ish</strong> Acquisition.<br />
Taxes on income<br />
Our effective tax rate is positively affected by our prior tax losses.<br />
We incurred €2.3 million of taxes in <strong>the</strong> six months ended June 30, 2006 due to rules <strong>for</strong><br />
minimum taxation. In <strong>the</strong> six months ended June 30, 2005, we recognized a taxable loss due to <strong>the</strong><br />
expenses in relation to <strong>the</strong> 2005 Financings.<br />
Net profit and loss<br />
Net loss in <strong>the</strong> six months ended June 30, 2005 was €81.1 million compared to a net loss of<br />
€513 million in <strong>the</strong> six months ended June 30, 2006.<br />
Capital expenditures<br />
Our capital expenditure relate primarily to extending or upgrading our network. Capital<br />
expenditures also include <strong>the</strong> cost of set-top boxes and cable modems rented to our customers,<br />
increases in intangible assets (except our customer list) and do not include financial assets. Capital<br />
expenditures increased from €9.2 million <strong>for</strong> <strong>the</strong> six months ended June 30, 2005 to €35.7 million<br />
<strong>for</strong> <strong>the</strong> six months ended June 30, 2006. These amounts correspond to 12.5% and 12.7% of total<br />
revenues <strong>for</strong> each of <strong>the</strong>se respective periods. In connection with <strong>the</strong> operations of our subsidiary,<br />
arena, we incurred certain start-up expenditures which were capitalized as expenses <strong>for</strong> <strong>the</strong><br />
expansion of business prior to <strong>the</strong> launch of <strong>the</strong> Bundesliga season. In <strong>the</strong> six months ended June<br />
30, 2006 <strong>the</strong>se amounted to € 24.2 million and are not included in capital expenditure.<br />
In <strong>the</strong> six months ended June 30, 2005, most of our capital expenditure related to developing<br />
our Level 3 network in new construction areas, customer connections and own work capitalized (a<br />
portion of personnel costs that we capitalize) as well as approximately €2.3 million <strong>for</strong> <strong>the</strong><br />
upgrading of our network <strong>for</strong> approximately 187,000 homes in Frankfurt and Marburg. Capital<br />
expenditures <strong>for</strong> <strong>the</strong> six months ended June 30, 2006 included approximately €12.3 million <strong>for</strong><br />
additional upgrades of our network <strong>for</strong> approximately 870,000 additional homes in Kassel,<br />
Offenbach and Giessen (Hesse) and Mühlheim, parts of Essen and <strong>the</strong> remainder of <strong>Co</strong>logne<br />
(North Rhine-Westphalia), as well as <strong>the</strong> preparation <strong>for</strong> future upgrades. As of June 30, 2006,<br />
approximately 2.7 million homes in Hesse and North Rhine-Westphalia were upgraded to a<br />
862MHz bi-directional capability. We are continuing with <strong>the</strong> upgrade of our network and have to<br />
date upgraded Lünen in North Rhine-Westphalia and we expect to complete <strong>the</strong> upgrades in Fulda<br />
and Darmstadt (Hesse) and Bottrop and Olpe (North Rhine-Westphalia) during <strong>the</strong> third quarter of<br />
2006.<br />
In <strong>the</strong> future, we anticipate an increase in our capital expenditures in connection with<br />
additional upgrades of our network, and increased demand <strong>for</strong> our premium cable television, high<br />
speed Internet and telephony services. As a result, we estimate that our capital expenditures <strong>for</strong> <strong>the</strong><br />
year ended December 31, 2006 will increase substantially compared to last year’s pro <strong>for</strong>ma capital<br />
21
expenditures. During 2006, we plan to upgrade o<strong>the</strong>r cities and areas, such as Leverkusen and<br />
Oberhausen (North Rhine-Westphalia) and Hanau and Bad Vilbel (Hesse). However, <strong>the</strong> prelaunch<br />
development of arena and <strong>the</strong> manner in which we market our set-top boxes <strong>for</strong> arena, <strong>iesy</strong><br />
and <strong>ish</strong> could significantly increase our capital expenditures.<br />
We have a high quality, well-engineered network in which <strong>the</strong> vast majority of <strong>the</strong> cable plant<br />
is below <strong>the</strong> ground (and as such is subject to fewer breakdowns caused by external elements). In<br />
addition, we believe our network ownership structure contributes to lower capital maintenance and<br />
operating expenses <strong>for</strong> infrastructure. DTAG generally has a responsibility to maintain and invest in<br />
network infrastructure leased to us, and professional Level 4 operators and housing associations<br />
generally maintain <strong>the</strong>ir own networks. For that reason, a significant part of <strong>the</strong> network<br />
infrastructure is maintained by o<strong>the</strong>r parties. Incremental capital expenditures such as <strong>the</strong> upgrade<br />
of <strong>the</strong> Level 4 or in-house network or <strong>the</strong> introduction of a new product are designed to ensure that<br />
our return on investment thresholds are met. We may decide to accelerate <strong>the</strong> upgrade of our<br />
network depending upon our competitive position, which could increase our level of capital<br />
expenditures significantly.<br />
RGU’s<br />
We classify our customers based on our four main business activities. The following table<br />
sets <strong>for</strong>th our RGU numbers <strong>for</strong> our main business activities as of June 30, 2005 and June 30,<br />
2006.<br />
June 30, June 30,<br />
2006 2005<br />
RGU in<strong>for</strong>mation ('000s, except percentages)<br />
Homes passed (1)<br />
8,524 8,473<br />
Total basic cable subscribers 5,082 5,193<br />
% penetration (2)<br />
59.6% 61.3%<br />
Premium cable (3)<br />
207.8 88.5<br />
High speed Internet 60.2 27.5<br />
Telephony 29.1 8.9<br />
Total RGUs (4)<br />
5,378.6 5,317.6<br />
(1) We calculate homes passed based on our estimate of <strong>the</strong> number of potential subscribers who are passed by our network and to whom we<br />
can offer our cable television services.<br />
(2) Percent penetration represents <strong>the</strong> number of subscribers at <strong>the</strong> end of <strong>the</strong> relevant period as a percentage of <strong>the</strong> number of homes passed<br />
by our network at <strong>the</strong> end of <strong>the</strong> relevant period.<br />
(3) The table below breaks out Unity Media’ premium cable subscribers having already been activated <strong>for</strong> arena :<br />
June 30,<br />
22<br />
June 30, 2006<br />
(€'000s)<br />
Premium Cable 207.8<br />
Thereof activated packages including arena 56.9<br />
(4) Revenue generating units, or “RGUs,” relate to sources of revenues, which may not always be <strong>the</strong> same as subscriber numbers. For<br />
example, one person may subscribe to two different services, <strong>the</strong>reby accounting <strong>for</strong> only one subscriber but <strong>for</strong> two RGUs.<br />
In <strong>the</strong> period from December 31, 2005 to June 30, 2006, our basic cable subscriber RGU’s<br />
decreased by 13,000 from 5.095 million to 5.082 million. This decrease is due to <strong>the</strong> cancellation of<br />
services to non-paying customers following a customer database review as well as o<strong>the</strong>r churn not<br />
offset by new additions.
In <strong>the</strong> longer term, we believe that <strong>the</strong> introduction of premium cable television and high<br />
speed internet products and services will continue to help maintain basic cable subscriber levels,<br />
particularly among <strong>the</strong> residential and housing association customers. In January 2006, we<br />
introduced our new single, dual, and triple play product portfolio, offering high speed Internet<br />
services, ei<strong>the</strong>r on a stand-alone basis, or bundled with telephony and premium cable television<br />
services. We are now also actively marketing our Bundesliga content under <strong>the</strong> arena brand <strong>for</strong><br />
both cable and satellite transmission.<br />
ARPU<br />
ARPU (average revenue per unit) is a measure we use to evaluate how effectively we are<br />
realizing potential revenues from customers. ARPU is generally calculated on a yearly, quarterly or<br />
monthly basis by dividing total sales generated from <strong>the</strong> provision of services by <strong>the</strong> average<br />
number of subscribers served in that period and by <strong>the</strong> number of months in <strong>the</strong> period.<br />
The monthly basic cable ARPU <strong>for</strong> <strong>the</strong> six months ended June 30, 2006 was €7.47. Blended<br />
monthly ARPU across all products was €7.95 <strong>for</strong> <strong>the</strong> six months ended June 30, 2006.<br />
Cash flow<br />
Our primary sources of liquidity are cash flows from operating activities and bank borrowings.<br />
The table below summarizes our cash flow <strong>for</strong> <strong>the</strong> six months ended June 30, 2005 and 2006.<br />
Six Months ended June 30,<br />
2006<br />
(€'000s)<br />
2005<br />
Cash flow from operating activities 6,464 71,093<br />
Cash flow from investing activities (54,217) (857,546)<br />
Cash flow from financing activities 277,357 768,256<br />
Cash flow from operating activities<br />
Our cash flow provided from operating activities decreased by €64.6 million from a cash<br />
inflow of €71.1 million in <strong>the</strong> six months ended June 30, 2005 to a cash inflow of €6.5 million in <strong>the</strong><br />
six months ended June 30, 2006. This decrease is driven by <strong>the</strong> <strong>ish</strong> Acquisition which occurred in<br />
June 2005 as well as by <strong>the</strong> loan provided to Unity Media <strong>for</strong> <strong>the</strong> repayment by Unity Media to Unity<br />
Media S.C.A. of <strong>the</strong> deferred purchase price <strong>for</strong> <strong>the</strong> Tele <strong>Co</strong>lumbus shares following <strong>the</strong> 2006<br />
Refinancing.<br />
Cash flow from investing activities<br />
Our cash flow from investing activities was a cash outflow of €54.2 million in <strong>the</strong> six months<br />
ended June 30, 2006, which primarily represents capital expenditures as well as expenses <strong>for</strong> <strong>the</strong><br />
expansion of business prior to launch <strong>for</strong> arena. In <strong>the</strong> six months ended June 30, 2005, cash<br />
outflow from investing activities was €857.5million, which includes <strong>the</strong> <strong>ish</strong> Acquisition which<br />
occurred on June 24, 2005.<br />
Cash flow from financing activities<br />
Our cash flow from financing activities was €277.4 million in <strong>the</strong> six months ended June 30,<br />
2006. In <strong>the</strong> six months ended June 30, 2005, <strong>the</strong> cash inflow of €768.3 million was primarily due to<br />
<strong>the</strong> 2005 Financings, and <strong>the</strong> repayment of our previous senior credit facilities in <strong>the</strong> six months<br />
ended June 30, 2005.<br />
Our cash balance as at June 30, 2006 was €244.4 million.<br />
23
Aggregate financial obligations<br />
The following table summarizes <strong>the</strong> financial payments that we will be obligated to make<br />
including under our debt instruments as of June 30, 2006.<br />
The in<strong>for</strong>mation presented in <strong>the</strong> table below reflects management’s estimates of <strong>the</strong><br />
contractual maturities of our obligations. These maturities may differ significantly from <strong>the</strong> actual<br />
maturity of <strong>the</strong>se obligations.<br />
24<br />
Payments due by period (1)<br />
(€’000s)<br />
Less than<br />
1 Year<br />
1-3 years<br />
4-5 years<br />
Office rental 4,169 4,625 2,705<br />
O<strong>the</strong>r rental 1,189 486 0<br />
Network infrastructure 91,303 191,115 198,800<br />
DFL, MSG and copyright fees 233,171 438,043 0<br />
O<strong>the</strong>r contractual obligations 28,397 34,669 12,200<br />
Subtotal 358,229 668,938 213,705<br />
Long-term debt obligations 0 0 0<br />
Total 358,229 668,938 213,705<br />
(1) We have not included our obligations beyond five years, including with respect to network infrastructure, <strong>the</strong> Notes,<br />
<strong>the</strong> New Notes and <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes.<br />
Leasing and rental obligations. We have entered into several long term SLAs with DTAG and its<br />
affiliates. These include usage and access agreements <strong>for</strong> underground cable ducts space, <strong>the</strong> use<br />
of fiber optic transmission systems, tower and facility space. In general, <strong>the</strong>se agreements primarily<br />
impose fixed prices <strong>for</strong> a limited period of time, which may <strong>the</strong>n be raised to reflect increased costs,<br />
subject to index-linked limitations. Some agreements impose prices based on <strong>the</strong> cost to DTAG of<br />
services that are passed through to us. Fur<strong>the</strong>rmore, we have entered into <strong>the</strong> long term BRNagreements<br />
under which we lease additional fiber optic lines. We have <strong>the</strong> ability to terminate <strong>the</strong>se<br />
agreements with notice periods of between 12 and 24 months. We have also entered into various<br />
o<strong>the</strong>r license, rental and operating lease agreements, all of which are expensed as services are<br />
provided. We treat <strong>the</strong>se leases as operating ra<strong>the</strong>r than capital leases.<br />
<strong>Co</strong>pyright agreements. Included are <strong>the</strong> amounts owed to DFL <strong>for</strong> <strong>the</strong> Bundesliga programming<br />
rights <strong>for</strong> three seasons starting in August 2006.<br />
We are required under German law to pay royalties to <strong>the</strong> holders of copyrights and related<br />
rights <strong>for</strong> <strong>the</strong> re-transmission of radio and television programs that include, among o<strong>the</strong>r things,<br />
literary, scientific or artistic works protected by copyright law. We pay <strong>the</strong>se fees pursuant to a<br />
collective agreement (Kabelglobalvertrag) between members of <strong>the</strong> cable television industry and<br />
GEMA, representing collecting societies, public broadcasters, and a few private broadcasters in<br />
television and radio. The agreement with GEMA covers analog and digital transmission and will<br />
remain in <strong>for</strong>ce until December 31, 2006, after which two new agreements will need to be entered<br />
into.<br />
Fur<strong>the</strong>rmore, on March 22, 2005, as part of settling arbitration proceedings, we acceded and<br />
became a party to <strong>the</strong> VG Media agreement, which had been entered into by <strong>the</strong> o<strong>the</strong>r Level 3<br />
operators, VG Media and DTAG regarding <strong>the</strong> re-transmission of a number of <strong>the</strong> remaining<br />
German private radio and television programs through <strong>the</strong> telecommunications cable networks of<br />
<strong>the</strong> regional cable companies. This agreement came into <strong>for</strong>ce on January 1, 2003 and was<br />
terminated by VG Media on December 31, 2005. For <strong>the</strong> period until December 31, 2006, all Level
3 operators have entered into an interim agreement pursuant to which <strong>the</strong> existing contract has<br />
been extended. Under this agreement, <strong>the</strong> Level 3 operators pay a preliminary reduced fee. For<br />
fur<strong>the</strong>r details please refer to <strong>the</strong> offering memorandum <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes: “Business –<br />
Intellectual Property”.<br />
Pension obligations. As of June 30, 2006, 15% of our employees were covered by a pension<br />
program, which was transferred to us from DTAG. The covered employees receive a percentage of<br />
<strong>the</strong> previous year’s gross income, multiplied by a variable age factor. As of June 30, 2006, we have<br />
€4.5 million reserved on our balance sheet relating to pension obligations (excluding Tele<br />
<strong>Co</strong>lumbus).<br />
As of June 30, 2006, 21% of our work<strong>for</strong>ce participated in a pension plan with DTAG. We are<br />
required to make monthly payments to DTAG to a special fund (“Unterstützungskasse”) <strong>for</strong> each<br />
employee concerned. These payments equal 30% of <strong>the</strong> covered individual’s gross civil servant<br />
salary (“versorgungsfähige Beamtenbezüge”) and amount to approximately €700 to €1,500 per<br />
month per eligible person.<br />
Capital Resources<br />
We maintain cash and cash equivalents to fund <strong>the</strong> day-to-day requirements of our business.<br />
We hold cash primarily in euros. Historically, we have relied primarily upon <strong>the</strong> proceeds of<br />
offerings of debt securities, bank borrowings and cash flow from operations to provide funds<br />
required <strong>for</strong> acquisitions and operations.<br />
Our principal source of liquidity on an on-going basis will be our operating cash flows,<br />
drawings under <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility, and a portion of <strong>the</strong> proceeds of <strong>the</strong> offering<br />
of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes. Our ability to generate cash from our operations will depend on our future<br />
operating per<strong>for</strong>mance, which is in turn dependent, to some extent, on general economic, financial,<br />
competitive, market, regulatory and o<strong>the</strong>r factors, many of which are beyond our control. Our high<br />
number of subscribers at <strong>iesy</strong> and <strong>ish</strong> who pre-pay <strong>the</strong>ir annual bill in <strong>the</strong> months between<br />
November and February leads to higher cash inflows in <strong>the</strong>se months as compared to <strong>the</strong> rest of<br />
<strong>the</strong> year. We believe that <strong>the</strong> proceeds from <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes offering and cash flow from<br />
operations will be sufficient to fund our currently anticipated working capital needs, capital<br />
expenditures, and debt service requirements, although we cannot assure you that this will be <strong>the</strong><br />
case. To <strong>the</strong> extent that we are not able to fund any principal payment at maturity with respect to<br />
any of our indebtedness, we will be required to refinance this indebtedness with additional credit<br />
facilities or <strong>the</strong> issue of new debt or equity securities in <strong>the</strong> capital markets. Any failure to raise<br />
additional necessary funds would result in a default under <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility and our<br />
o<strong>the</strong>r indebtedness, including <strong>the</strong> Notes and <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes. We anticipate that we will have to<br />
refinance in part <strong>the</strong> payment of certain notes at maturity. None of our shareholders has<br />
guaranteed any of our debt obligations.<br />
Under <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility, we will have access to funds to service our<br />
working capital and general corporate needs. The availability of <strong>the</strong>se facilities is dependent upon<br />
certain conditions. Please refer to <strong>the</strong> offering memorandum <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes: “Description of<br />
O<strong>the</strong>r Indebtedness.” In addition, <strong>the</strong> Tele <strong>Co</strong>lumbus Revolving Credit Facility may not be used to<br />
fund our working capital and general corporate needs at Unity Media, including <strong>iesy</strong>, <strong>ish</strong> and arena,<br />
and <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility may not be used to fund our working capital and general<br />
corporate needs <strong>for</strong> Tele <strong>Co</strong>lumbus.<br />
The terms of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility and <strong>the</strong> indentures governing our o<strong>the</strong>r<br />
indebtedness, including <strong>the</strong> Notes, contain a number of significant covenants that restrict our ability,<br />
and <strong>the</strong> ability of our subsidiaries, to, among o<strong>the</strong>r things, pay dividends or make o<strong>the</strong>r<br />
distributions, make capital expenditures, and incur additional debt and grant guarantees.<br />
Fur<strong>the</strong>rmore, <strong>the</strong> ability of our subsidiaries to pay dividends and make o<strong>the</strong>r payments to us may be<br />
25
estricted by, among o<strong>the</strong>r things, o<strong>the</strong>r agreements and legal prohibitions on such payments or<br />
o<strong>the</strong>rwise distributing funds, including <strong>for</strong> <strong>the</strong> purpose of servicing debt. In addition, <strong>the</strong> our net<br />
equity and that of certain of our subsidiaries is low, which may restrict our ability to pay dividends or<br />
o<strong>the</strong>rwise distribute funds, including <strong>for</strong> <strong>the</strong> purpose of servicing debt. Losses or o<strong>the</strong>r events could<br />
fur<strong>the</strong>r reduce our net equity.<br />
We anticipate that we will be highly leveraged in <strong>the</strong> <strong>for</strong>eseeable future. Our high level of debt<br />
may have important negative consequences <strong>for</strong> you. See “Risk Factors—Risks Relating to Our<br />
Indebtedness and Our Structure—Our high leverage and debt service obligations could materially<br />
adversely affect our business, financial condition or results of operations” in <strong>the</strong> offering<br />
memorandum <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes. In addition, additional indebtedness incurred could reduce <strong>the</strong><br />
amount of our cash flow available to make payments on our indebtedness, including <strong>the</strong> Notes, and<br />
increase our leverage.<br />
Overview of Financing Instruments<br />
As of June 30, 2006, we had €1,925 million of indebtedness, which consisted of <strong>the</strong> following:<br />
• €1,350 million under <strong>the</strong> notes issued by <strong>iesy</strong>/<strong>ish</strong> in April 2006. We used a portion of<br />
<strong>the</strong> proceeds from <strong>the</strong> offering of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes to repay <strong>the</strong> outstanding balance<br />
on <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Senior Credit Facilities;<br />
• €130 million available under <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility which was not<br />
drawn as of June 30, 2006;<br />
• €575 million under <strong>the</strong> Notes issued by Unity Media <strong>GmbH</strong> in 2005;<br />
2006 Refinancing<br />
On April 5, 2006 we completed <strong>the</strong> issuance by <strong>iesy</strong> and <strong>ish</strong> of €1,350 million of seniorsecured<br />
floating rate notes (<strong>the</strong> “<strong>iesy</strong>/<strong>ish</strong> Notes”) that mature on April 15, 2013, and replaced <strong>the</strong><br />
undrawn €100.0 million revolving credit facility with a €130.0 million revolving credit facility (<strong>the</strong><br />
“<strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facility”), available to <strong>iesy</strong>, <strong>ish</strong> and arena, which remained undrawn. The<br />
proceeds from <strong>the</strong> offering of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes were used to refinance our €1,050.0 million Senior<br />
Credit Facilities, to finance <strong>the</strong> payment by Unity Media to Unity Media S.C.A. of <strong>the</strong> deferred<br />
purchase price <strong>for</strong> <strong>the</strong> Tele <strong>Co</strong>lumbus shares and to cash collateralize a portion of <strong>the</strong> DFL bank<br />
guarantee.<br />
DFL Bank Guarantee<br />
In accordance with <strong>the</strong> terms of arena's agreement with DFL in respect of <strong>the</strong> Bundesliga<br />
programming rights, arena has procured and delivered to DFL a bank guarantee issued by Citigroup<br />
Global Markets AG & <strong>Co</strong>. <strong>KG</strong>aA covering <strong>the</strong> amounts owed by arena to DFL <strong>for</strong> <strong>the</strong> first season as<br />
security <strong>for</strong> such amounts owed. The DFL Bank Guarantee is fully cash collateralized using a<br />
combination of <strong>the</strong> proceeds of <strong>the</strong> Refinancing and cash on hand. The amount of <strong>the</strong> DFL Bank<br />
Guarantee will reduce ratably to reflect quarterly payments we make under arena’s agreement with<br />
DFL. The amount of <strong>the</strong> bank guarantee <strong>for</strong> <strong>the</strong> remaining two seasons will be determined by DFL<br />
prior to each season and could be as low as 25% of <strong>the</strong> amounts owed to DFL <strong>for</strong> that season. The<br />
first quarterly payment to <strong>the</strong> DFL was made in mid–July 2006 with <strong>the</strong> corresponding collateralized<br />
cash reduced ratably at <strong>the</strong> same time.<br />
Off-Balance Sheet Arrangements<br />
We are not a party to any off-balance sheet arrangements that have, or are reasonably likely<br />
to have, a current or future material effect on our financial condition, changes in financial condition,<br />
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources,<br />
except with respect to <strong>the</strong> DFL Bank Guarantee and our currency and interest rate hedging. See<br />
“—Liquidity and Capital Resources—DFL Bank Guarantee” and “—Qualitative and Quantitative<br />
Disclosure of Market Risk.”<br />
26
Qualitative and Quantitative Disclosure of Market Risk<br />
Currency Risk<br />
Our reporting currency is <strong>the</strong> euro. We have no revenues, and few expenses or liabilities, that<br />
are denominated in currencies o<strong>the</strong>r than <strong>the</strong> euro, except <strong>for</strong> <strong>the</strong> dollar portion of <strong>the</strong> Notes. As <strong>the</strong><br />
proceeds from <strong>the</strong> Notes were provided to <strong>iesy</strong> through <strong>the</strong> Proceeds Loan, <strong>iesy</strong> has hedged <strong>the</strong><br />
entire amount of <strong>the</strong> dollar-denominated Proceeds Loans into euros <strong>for</strong> <strong>the</strong> lifetime of <strong>the</strong> Notes so<br />
that interest payments can effectively be made in euros, and Unity Media is not subject to <strong>for</strong>eign<br />
currency exchange risk. With respect to <strong>the</strong> New Notes, on July 13, 2005, we entered into a hedge<br />
agreement swapping $151 million in principal and <strong>the</strong> associated interest payments into eurodenominated<br />
principal and interest payments at a fixed rate over <strong>the</strong> lifetime of <strong>the</strong> Notes, <strong>the</strong> fair<br />
value of which as of June 30, 2006 was negative €18.7 million. Following <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes<br />
offering, <strong>the</strong> currency hedge remained outstanding. In <strong>the</strong> future, if we incur debt denominated in<br />
o<strong>the</strong>r currencies, such as dollar denominated bank or bond debt, we could incur additional currency<br />
risk and related hedging costs.<br />
Interest Rate Risk<br />
Our exposure to market risk <strong>for</strong> changes in interest rates relates primarily to our floating rate<br />
debt obligations. We have interest rate risk on <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes and <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit<br />
Facilities to <strong>the</strong> extent <strong>the</strong>se obligations are not interest rate hedged. In <strong>the</strong> future, we may hedge<br />
against <strong>the</strong> exposure to interest rate risk that we may incur from time to time on <strong>the</strong>se and o<strong>the</strong>r<br />
borrowings.<br />
The terms of <strong>the</strong> Senior Credit Facilities required us to hedge at least 50% of our floating rate<br />
debt. We terminated <strong>the</strong> interest rate hedges which had a positive fair value of €12.2 million at <strong>the</strong><br />
termination date of April 5, 2006 in connection with <strong>the</strong> issuance of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes 2006<br />
Refinancing. At <strong>the</strong> same time we entered into, and as of June 30, 2006, we had €800.0 million of<br />
interest rate swaps outstanding <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes until April 30, 2009 at a swap rate of 3.66%<br />
<strong>for</strong> <strong>the</strong> three-month EURIBOR which will become effective on July 31, 2006, <strong>the</strong> fair value of which<br />
as of June 30, 2006 was €2.5 million. We did not enter into any interest rate hedging <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong><br />
Revolving Credit Facilities in connection with <strong>the</strong> 2006 Refinancing.<br />
For our remaining fixed rate debt, changes in interest rates generally affect <strong>the</strong> fair value of<br />
<strong>the</strong> debt instrument but not our earnings or cash flows. We do not currently have any obligation to<br />
prepay fixed rate debt prior to maturity and accordingly, interest rate risk and changes in fair market<br />
value should not have a significant effect on <strong>the</strong> fixed rate debt until we would be required to<br />
refinance such debt.<br />
Impact of Inflation<br />
A portion of our costs are affected by inflation. We attempt to restrict increases in our costs<br />
below <strong>the</strong> rate of inflation through productivity improvements and capital expenditures. However,<br />
general inflation affects costs <strong>for</strong> our competitors and us.<br />
Critical Accounting Policies<br />
For Critical Accounting Policies, please read <strong>the</strong> respective section in <strong>the</strong> offering<br />
memorandum <strong>for</strong> <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes.<br />
27
INDEX TO FINANCIAL STATEMENTS<br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> H1/2006<br />
Unaudited consolidated Balance Sheet as of June 30, 2006 29<br />
Unaudited consolidated Profit and Loss Statement <strong>for</strong> <strong>the</strong> period from January 1 to June 30, 2006 30<br />
Notes to <strong>the</strong> unaudited consolidated financial statements <strong>for</strong> <strong>the</strong> six months ended June 30, 2006 31<br />
Unaudited consolidated cash flow statement <strong>for</strong> <strong>the</strong> period from January 1 to June 30, 2006 42<br />
28<br />
Page
Assets<br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
UNAUDITED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2006<br />
29<br />
30/06/2006<br />
31/12/2005<br />
K€ K€<br />
A. Expenses <strong>for</strong> <strong>the</strong> expansion of business 38,243 206<br />
B. Fixed assets<br />
I. Intangible assets<br />
1. <strong>Co</strong>ncessions, industrial property rights and similar rights 814,525 853,744<br />
2. Goodwill 245,430 255,028<br />
3. Advanced payments 2,153 856<br />
1,062,108 1,109,628<br />
II. Tangible assets<br />
1. Tenant improvements and cable conduit assets 170,527 175,144<br />
2. Broadband cable network 586,077 610,408<br />
3. O<strong>the</strong>r plant, furniture and office equipment 10,206 10,339<br />
4. Advanced payments and constructions in progress 22,409 16,492<br />
789,219 812,383<br />
III. Financial assets<br />
1. Shares in affiliated companies 3 3<br />
3 3<br />
1,851,330 1,922,014<br />
C. Current assets<br />
I. Inventories 11,995 2,371<br />
II. Receivables and o<strong>the</strong>r assets<br />
1. Trade receivables 31,494 24,335<br />
2. Receivables due from affiliated companies 100,923 6,206<br />
3. O<strong>the</strong>r assets 31,014 9,058<br />
163,431 39,599<br />
III. Cash and cash at banks 244,354 14,750<br />
419,780 56,720<br />
D. Prepaid expenses 32,982 27,161<br />
Liabilities<br />
2,342,335 2,006,101<br />
A. Equity<br />
I. Limited liability capital 1,000 1,000<br />
II. Capital reserves 137,083 188,274<br />
138,083 189,274<br />
B. Provisions and accruals<br />
1. Pension provisions 4,510 4,257<br />
2. Tax provisions 4,009 1,821<br />
3. O<strong>the</strong>r provisions and accruals 101,179 67,698<br />
109,698 73,776<br />
C. Liabilities<br />
1. Liabilities to banks/bondholders 1,350,000 1,050,000<br />
2. Trade payables 36,963 19,200<br />
3. Liabilities to affiliated companies<br />
(<strong>the</strong>reof to shareholder K€ 4,276; prior year K€ 3,325)<br />
579,422 578,470<br />
4. O<strong>the</strong>r liabilities<br />
(<strong>the</strong>reof taxes K€ 6,764; prior year K€ 6,174)<br />
(<strong>the</strong>reof social security K€ 177; prior year K€ 1,171)<br />
33,008 16,409<br />
1,999,393 1,664,079<br />
D. Deferred income 95,161 78,972<br />
2,342,335 2,006,101
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
UNAUDITED CONSOLIDATED PROFIT AND LOSS STATEMENT FOR THE PERIOD<br />
FROM JANUARY 1 TO JUNE 30, 2006<br />
30<br />
6 Months 2006<br />
6 Months 2005<br />
K€ K€<br />
1. Sales 269,027 71,657<br />
2. Own work capitalized as fixed assets 4,781 1,128<br />
3. O<strong>the</strong>r operating income 6,656 1,251<br />
4. <strong>Co</strong>st of materials<br />
a) Raw materials and consumables -2,240 -485<br />
b) Purchased services -52,195 -13,164<br />
5. Personnel expenses<br />
a) Salaries and wages -26,885 -6,480<br />
b) Social security, pension and o<strong>the</strong>r benefits<br />
(<strong>the</strong>reof old-age benefits K€ 1,346; prior year K€ 552)<br />
-5,686 -1,826<br />
6. Depreciation and amortization -103,225 -29,162<br />
7. O<strong>the</strong>r operating expenses -56,776 -15,086<br />
8. O<strong>the</strong>r interest and similar income 1,452 1,806<br />
9. Interest and similar expenses -61,127 -10,124<br />
Profit/loss from ordinary activities -26,218 -483<br />
10. Extraordinary income 12,170 0<br />
11. Extraordinary expenses -34,910 0<br />
12. Taxes on income -2,299 -80,595<br />
13. <strong>Co</strong>nsolidated profit/loss -51,257 -81,080
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
Notes to <strong>the</strong> unaudited consolidated financial statements <strong>for</strong> <strong>the</strong> period from January 1<br />
to June 30, 2006<br />
1. Basis of Presentation<br />
The consolidated financial statements of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> <strong>for</strong> <strong>the</strong> first half year from January 1<br />
to June 30, 2006, have been prepared in compliance with <strong>the</strong> German <strong>Co</strong>mmercial <strong>Co</strong>de.<br />
The consolidated profit and loss account is presented in <strong>the</strong> cost of sales <strong>for</strong>mat pursuant to § 298 (1) HGB<br />
and § 275 (2) HGB.<br />
The consolidated financial statements <strong>for</strong> <strong>the</strong> six months ended June 30, 2006, have been prepared assuming<br />
<strong>the</strong> Group will continue as a going concern.<br />
2. Scope of <strong>Co</strong>nsolidation<br />
The consolidated financial statements include <strong>the</strong> direct investments in <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong>, <strong>iesy</strong> <strong>Hessen</strong><br />
Beteiligungs- <strong>GmbH</strong> and <strong>the</strong> indirect shares in <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong>, arena Sport Rechte und<br />
Marketing <strong>GmbH</strong>, and KSG Kabel-Service-Gesellschaft des Handwerks mbH. arena Sport Rechte und<br />
Marketing <strong>GmbH</strong> was acquired by Unity Media <strong>GmbH</strong> on November 29, 2005 and participated successfully<br />
in <strong>the</strong> bit <strong>for</strong> <strong>the</strong> pay-TV rights of <strong>the</strong> 1 st and 2 nd Bundesliga.<br />
On April 3, 2006, Unity Media <strong>GmbH</strong> assigned all shares in arena Sport Rechte und Marketing <strong>GmbH</strong> to<br />
Unity Media Management <strong>GmbH</strong>. On <strong>the</strong> same day, Unity Media Management <strong>GmbH</strong> assigned all shares in<br />
arena Sport Rechte und Marketing <strong>GmbH</strong> to <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, and <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>.<br />
<strong>KG</strong> <strong>the</strong>n assigned all shares in arena Sport Rechte und Marketing <strong>GmbH</strong> to <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong>.<br />
All assignments were carried out as contributions into <strong>the</strong> capital reserves of <strong>the</strong> relevant company. On <strong>the</strong><br />
same day, Unity Media <strong>GmbH</strong> assigned <strong>the</strong> nominal share it held in <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong> to <strong>iesy</strong><br />
<strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>. In addition, on or about April 25, 2006, <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> contributed<br />
its direct ownership of <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong> and indirect ownership of arena Sport Rechte und<br />
Marketing <strong>GmbH</strong> to <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> and received additional share capital from <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> in return.<br />
As a consequence of <strong>the</strong>se contributions, <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong> and arena Sport Rechte und<br />
Marketing <strong>GmbH</strong> (indirectly) became a wholly-owned subsidiary of <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong>.<br />
31
3. Additional In<strong>for</strong>mation pursuant § 294 (2) S.1 HGB<br />
As a result of <strong>the</strong> acquisition of <strong>ish</strong> and arena Sport Rechte und Marketing <strong>GmbH</strong>, a comparison of <strong>the</strong><br />
consolidated income statement with <strong>the</strong> prior year figures is restricted. The consolidated income statement as<br />
of June 30, 2006 are <strong>the</strong>re<strong>for</strong>e presented without reflecting <strong>the</strong> consolidation of <strong>ish</strong> and arena Sport Rechte<br />
und Marketing <strong>GmbH</strong>.<br />
Profit and Loss Statement<br />
01/01/-<br />
30/06/2006<br />
K€<br />
1. Sales 66,737<br />
2. Own work capitalized as fixed assets 1,123<br />
3. O<strong>the</strong>r operating income 324<br />
4. <strong>Co</strong>st of materials<br />
a) Raw materials and consumables -371<br />
b) Purchased services -11,733<br />
5. Personnel expenses<br />
a) Salaries and wages -6,127<br />
b) Social security, pension and o<strong>the</strong>r benefits -1,422<br />
6. Depreciation and amortization -17,262<br />
7. O<strong>the</strong>r operating expenses -9,323<br />
8. O<strong>the</strong>r interest and similar income 203<br />
9. Interest and similar income -42,835<br />
10. Interest and similar expenses<br />
11. Profit from ordinary activities -20,686<br />
12. Extraordinary income 5,069<br />
13. Extraordinary expenses -16,199<br />
14. Taxes on income 0<br />
15. Profit assumed under profit and loss transfer agreement with <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> 19,774<br />
16. <strong>Co</strong>nsolidated profit/loss -12,042<br />
4. <strong>Co</strong>nsolidation Principles<br />
The book value method is used <strong>for</strong> <strong>the</strong> capital consolidation by setting off <strong>the</strong> acquisition costs <strong>for</strong> shares in<br />
<strong>the</strong> subsidiaries at <strong>the</strong> time of acquisition against <strong>the</strong> equity portion related to <strong>the</strong>se companies. To <strong>the</strong> extent<br />
<strong>the</strong>ir current value differs from <strong>the</strong>ir book value, <strong>the</strong> emerging difference increases assets and liabilities. The<br />
capitalized difference resulting from <strong>the</strong> first-time consolidation of KABELNETZ <strong>NRW</strong> Hold<strong>Co</strong> <strong>GmbH</strong> was<br />
initially recognised as customer base (intangible asset). The valuation of <strong>the</strong> customer base was based on <strong>the</strong><br />
business plan until 2012. Customer base values were calculated applying different scenarios concerning churn<br />
rate and EBITDA-development (worst case, best case and average value). The average of <strong>the</strong>se values was<br />
used to determine customer value.<br />
Scheduled amortization is used <strong>for</strong> amortising <strong>the</strong> goodwill of <strong>ish</strong> over a period of 12.5 years and <strong>for</strong> <strong>the</strong><br />
Goodwill of arena Sport Rechte und Marketing <strong>GmbH</strong> over a period of 9 years, unless non-scheduled<br />
amortization is necessary because of an impairment of economic value. The amortization period of <strong>the</strong><br />
goodwill of <strong>ish</strong> took into consideration <strong>the</strong> average expected contract duration of <strong>the</strong> customer relationships at<br />
32
<strong>the</strong> date of <strong>the</strong> first consolidation; <strong>for</strong> arena Sport Rechte und Marketing <strong>GmbH</strong>, an expected cooperation<br />
duration with DFL was taken into account. The goodwill of arena Sport Rechte und Marketing <strong>GmbH</strong> results<br />
from <strong>the</strong> first time consolidation at <strong>the</strong> level of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> due to <strong>the</strong> transfer of ownership<br />
as of April 5, 2006 to <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong>.<br />
Intercompany payables and receivables are eliminated within <strong>the</strong> framework of debt consolidation.<br />
Income and expenses from intercompany transactions are eliminated within <strong>the</strong> framework of income and<br />
expense consolidation.<br />
Intercompany profits are eliminated.<br />
Deferred taxes were accounted <strong>for</strong> pursuant to <strong>the</strong> rules of § 298 (1) HGB, in conjunction with § 274 and<br />
§ 306 HGB and <strong>the</strong> rules of DRS 10 relating to capital consolidation. Deferred taxation results from<br />
recognized hidden reserves as well as timing differences between statutory and tax balance sheet at <strong>the</strong> level<br />
of <strong>the</strong> subsidiaries. Pursuant to DRS 10 no deferred taxes relating to <strong>the</strong> goodwill have been considered.<br />
<strong>Co</strong>ntrary to DRS 10, active and passive deferred taxes are netted off.<br />
When evaluating deferred tax liabilities, existing tax losses carried <strong>for</strong>ward have been taken into account.<br />
Deferred tax liabilities at <strong>the</strong> date of <strong>the</strong> first consolidation totalling € 114.1 million were recorded without<br />
affecting income. The applied tax rates were 18.4%.<br />
5. Accounting and Valuation Principles<br />
The financial statements of consolidated companies are prepared in compliance with uni<strong>for</strong>m accounting and<br />
valuation principles.<br />
Capitalized expenses <strong>for</strong> <strong>the</strong> start-up and expansion of <strong>the</strong> business concern implementation and<br />
upgrading of existing cable networks and <strong>the</strong> launch of new products. These capitalized expenses are<br />
amortized over a period of four years.<br />
Intangible assets have been valued at acquisition cost, reduced by scheduled and non-scheduled<br />
amortization. The company applies straight-line depreciation based on <strong>the</strong> anticipated useful life of intangible<br />
assets. In <strong>the</strong> year of acquisition, depreciation is recorded pro rata temporis. Amortization is based on a useful<br />
life of 2 to 4 years <strong>for</strong> software, up to 20 years <strong>for</strong> <strong>the</strong> customer base and up to 15 years <strong>for</strong> goodwill.<br />
Tangible assets are stated at acquisition cost less scheduled depreciation using <strong>the</strong> straight line method based<br />
on <strong>the</strong> maximum useful life permitted under tax rules.<br />
<strong>Co</strong>nstruction costs include direct costs and an appropriate allocation of material and production overhead<br />
costs. Additionally, costs <strong>for</strong> general administration during <strong>the</strong> period of construction are included.<br />
The estimated useful economic life of coaxial-cable lines in <strong>the</strong> network level 3 was extended from 15 years<br />
to 20 years having both current and future impact. The basis <strong>for</strong> <strong>the</strong> recalculation was a comparison of <strong>the</strong><br />
original estimated useful economic life with <strong>the</strong> current asset condition and <strong>the</strong> present assessment of <strong>the</strong><br />
estimated useful life. In <strong>the</strong> first half year 2006, <strong>the</strong> resulting effect was a reduction of <strong>the</strong> depreciation in an<br />
amount of € 34.7 mill. compared to <strong>the</strong> depreciation that would have been accounted <strong>for</strong> without <strong>the</strong><br />
prolongation of <strong>the</strong> useful economic life of this coaxial cable.<br />
33
Depreciation is carried out using <strong>the</strong> straight-line method over <strong>the</strong> following estimated useful lives:<br />
Fixed assets<br />
34<br />
Useful economic life<br />
Leasehold improvements and cable conduit assets<br />
Broadband network<br />
10 - 35 years<br />
• Technical equipment 8 - 15 years<br />
• Broadband cable 15 - 20 years<br />
O<strong>the</strong>r property plant, furniture and office equipment 3 - 23 years<br />
Low-value assets with acquisition costs of up to € 410.00 are expensed in <strong>the</strong> year of acquisition.<br />
If <strong>the</strong>re are indications of ongoing impairment, and if <strong>the</strong> recoverable amount is below <strong>the</strong> book value of<br />
tangible fixed assets, non scheduled depreciation is applied.<br />
Financial assets are stated at acquisition cost unless non-scheduled depreciation due to an impairment is<br />
necessary.<br />
Inventories are valued at acquisition cost in compliance with <strong>the</strong> lower of cost or fair market value principle.<br />
Beginning as of April 1, 2006 inventory is disclosed under current assets. Until March 31, 2005 inventory of<br />
<strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> was split and partly disclosed under fixed assets (construction in progress) and partly under<br />
current assets (inventory). As of April 1, 2006 <strong>the</strong> resulting effect was a reduction of <strong>the</strong> fixed assets in an<br />
amount of € 4.2 mill. and an increase of <strong>the</strong> current assets (inventories) in <strong>the</strong> same amount.<br />
Receivables, o<strong>the</strong>r assets, cash and cash at banks are valued at face value or at <strong>the</strong> lower attributable value<br />
on balance sheet date. The identifiable risks of trade receivables have been adequately considered by a special<br />
allowance <strong>for</strong> bad debt. General default risk is adequately considered by a lump sum allowance. Receivables<br />
which are overdue <strong>for</strong> more than 120 days are fully provisioned.<br />
Prepaid expenses include payments made be<strong>for</strong>e <strong>the</strong> balance sheet date which relate to future period<br />
expenses.<br />
The pension provisions are calculated pursuant to § 6a EStG with <strong>the</strong> actuarial going concern value and an<br />
interest rate of 6% p.a. The basis of <strong>the</strong> actuarial going concern value is <strong>the</strong> “Generationstafeln 2005 G” from<br />
Prof. Dr. Klaus Heubeck.<br />
Tax provisions and accruals have been accrued at <strong>the</strong> amounts necessary to cover all identifiable risks on an<br />
individual basis. For <strong>the</strong> evaluation of a provision <strong>for</strong> anticipated losses of a lease contract, expected income<br />
from rent of vacant office space was taken into account.<br />
Liabilities are shown at <strong>the</strong> repayment amount.<br />
Receivables, o<strong>the</strong>r assets and liabilities denominated in <strong>for</strong>eign currencies are valued at <strong>the</strong> rate prevailing at<br />
<strong>the</strong> date of <strong>the</strong> transaction by observing <strong>the</strong> lower of cost or market principle. The Dollar loan from <strong>the</strong><br />
issuance of bonds has been effectively converted to Euro value on or about <strong>the</strong> issuance date of <strong>the</strong> bond<br />
through a currency swap. This treatment is a deviation from <strong>the</strong> closing date principle. To cover <strong>the</strong> exchange
ate risk <strong>for</strong> <strong>the</strong> loan and <strong>the</strong> pertinent interest payments, hedging has been used to cover <strong>the</strong> primary liability<br />
and <strong>the</strong> corresponding interest payments.<br />
Deferred income includes revenue already invoiced, which relates to income <strong>for</strong> a certain period of time<br />
after <strong>the</strong> balance sheet date.<br />
6. Explanations to Material Items of <strong>the</strong> Balance Sheet and Income Statement<br />
Balance Sheet<br />
The development of <strong>the</strong> tangible and intangible assets positions is presented in <strong>the</strong> following fixed assets<br />
movement schedule:<br />
35
Expenses <strong>for</strong> <strong>the</strong><br />
expansion of<br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
Development of Fixed Assets as of June 30, 2006<br />
Acquisition costs Depreciation and Amortization<br />
Net book value<br />
Additions<br />
Additions<br />
(change of<br />
(change of<br />
consolidaconsolida-<br />
01/01/2006 tion basis) Additions Disposals Transfers 30/06/2006 01/01/2006 tion basis) Additions Disposals 30/06/2006 30/06/2006 31/12/2005<br />
KE KE K€ K€ K€ K€ K€ KE K€ K€ K€ K€ K€<br />
business<br />
Fixed assets<br />
267 21,849 18,203 0 0 40,319 61 990 1,025 0 2,076 38,243 206<br />
I. Intangible assets<br />
1. <strong>Co</strong>ncessions,<br />
industrial property<br />
rights and similar<br />
rights 1,080,833 0 1,294 0 0 1,082,127 227,089 0 40,513 0 267,602 814,525 853,744<br />
2. Goodwill 825,514 1,073 0 0 0 826,587 570,486 0 10,671 0 581,157 245,430 255,028<br />
3. Advanced payments 856 0 1,297 0 0 2,153 0 0 0 0 0 2,153 856<br />
1,907,203 1,073 2,591 0 0 1,910,867 797,575 0 51,184 0 848,759 1,062,108 1,109,628<br />
II. Tangible assets<br />
1. Tenant improvements<br />
and cable<br />
conduit assets 211,660 0 349 0 0 212,009 36,516 0 4,966 41,482 170,527 175,144<br />
2. Broadband cable<br />
network 1,429,751 0 17,976 0 1,879 1,449,606 819,343 0 44,186 0 863,529 586,077 610,408<br />
3. O<strong>the</strong>r plant,<br />
furniture and office<br />
equipment 45,436 0 1,736 13 3 47,162 35,097 0 1,865 6 36,956 10,206 10,339<br />
4. Advanced payments<br />
and construction<br />
in progress 20,640 0 13,362 0 -7,445 26,557 4,148 0 0 0 4,148 22,409 16,492<br />
III. Financial Assets<br />
Shares in<br />
1,707,487 0 33,423 13 -5,563 1,735,334 895,104 0 51,017 6 946,115 789,219 812,383<br />
affiliated companies 3 0 0 0 0 3 0 3 0 0 0 3 3<br />
3 0 0 0 0 3 0 3 0 0 0 3 3<br />
3,614,693 1,073 36,014 13 -5,563 3,646,204 1,692,679 3 102,201 6 1,794,874 1,851,330 1,922,014<br />
36
The capitalized expenses <strong>for</strong> <strong>the</strong> start-up and expansion of business relate nearly all with <strong>the</strong> start of<br />
business activities and <strong>the</strong> launch of new products of arena Sport Rechte und Marketing <strong>GmbH</strong>. In <strong>the</strong> first<br />
half year 2006, personnel expenses, cost of sales and o<strong>the</strong>r operating expenses have been capitalized without<br />
being shown in <strong>the</strong> profit and loss statement.<br />
Intangible assets include <strong>the</strong> capitalized goodwill and customer base resulting from <strong>the</strong> first-time<br />
consolidation as well as software. The book values of <strong>the</strong> goodwill and customer base as of June 30, 2006 are<br />
disclosed in <strong>the</strong> following schedule:<br />
Goodwill<br />
Residual book values<br />
Customer base<br />
30.06.2006 31.12.2005 30.06.2006 31.12.2005<br />
K€ K€ K€ K€<br />
Indirect customer base <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> 0 0 32,560 36,630<br />
Direct customer base <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> 0 0 166,180 172,115<br />
Direct customer base (<strong>for</strong>merly DeTeKabel<br />
Service <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>) 0 0 4,945 5,325<br />
<strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> 244,387 255,028 597,133 623,133<br />
arena Sport Rechte und Marketing <strong>GmbH</strong> 1,043 0 0 0<br />
245,430 255,028 800,818 837,203<br />
Scheduled amortization is used <strong>for</strong> amortising <strong>the</strong> goodwill of <strong>ish</strong> over a period of 12.5 years (remaining<br />
useful life 11.5 years) and <strong>for</strong> <strong>the</strong> Goodwill of arena Sport Rechte und Marketing <strong>GmbH</strong> over a period of 9<br />
years, unless non-scheduled amortization is necessary because of an impairment of economic value. The<br />
amortization period of <strong>the</strong> goodwill of <strong>ish</strong> took into consideration <strong>the</strong> average expected contract duration of<br />
<strong>the</strong> customer relationships at <strong>the</strong> date of <strong>the</strong> first consolidation; <strong>for</strong> arena Sport Rechte und Marketing <strong>GmbH</strong>,<br />
an expected cooperation duration with DFL was taken into account. The goodwill of arena Sport Rechte und<br />
Marketing <strong>GmbH</strong> results from <strong>the</strong> first time consolidation at <strong>the</strong> level of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> due to<br />
<strong>the</strong> transfer of ownership as of April 5, 2006 to <strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong>.<br />
The direct and indirect customer bases of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> result from <strong>the</strong> contribution of <strong>the</strong><br />
cable business in 2000. The direct customer base (useful life 20 years, remaining useful life 14.0 years)<br />
represents a direct contractual relationship between <strong>the</strong> group companies and <strong>the</strong> end customer. The indirect<br />
customer base (useful life 10 years, remaining useful life 4.0 years) is a contractual relationship with ano<strong>the</strong>r<br />
network operator. The useful life of <strong>the</strong> direct customer base of DeTeKabel Service <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong><br />
(in 2003 merged into <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>) was 10 years, <strong>the</strong> remaining useful life is 6.5 years. The<br />
useful life <strong>for</strong> <strong>the</strong> customer base of <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> is 12.5 years, <strong>the</strong> remaining useful life is 11.5 years.<br />
The nature of <strong>the</strong> contractual relationship and <strong>the</strong> possibility of changes to <strong>the</strong> customer relationship was taken<br />
into consideration when determining <strong>the</strong> useful lives <strong>for</strong> <strong>the</strong> customer bases.<br />
Receivables and o<strong>the</strong>r assets are due within one year, except <strong>for</strong> receivables from security deposits,<br />
amounting to K€ 1,602 which are included in o<strong>the</strong>r assets and a discounted receivable (K€ 1,007).<br />
Receivables due from affiliated companies include an intercompany loan in <strong>the</strong> amount of € 100.7 mill. to<br />
Unity Media <strong>GmbH</strong>, and <strong>the</strong> claim on <strong>the</strong> excess acquisition price (<strong>ish</strong> acquisition) of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> &<br />
<strong>Co</strong>. <strong>KG</strong> against <strong>the</strong> shareholder Unity Media S.C.A. in <strong>the</strong> amount of K€ 209.<br />
37
Provisions and accruals have been primarily accrued <strong>for</strong> remaining days of holiday, variable and<br />
per<strong>for</strong>mance related compensation payments, outstanding vendor invoices, and provision <strong>for</strong> anticipated<br />
losses.<br />
The maturity of liabilities is as follows:<br />
Due within one Due within five Due in more<br />
year years than five years<br />
K € K € K €<br />
Bonds 0 0 1,350,000<br />
Trade payables 35,355 780 828<br />
Payables to affiliated companies 4,277 0 575,145<br />
O<strong>the</strong>r liabilities 33,008 0 0<br />
72,640 780 1,925,973<br />
During <strong>the</strong> course of financing <strong>the</strong> purchase price of <strong>the</strong> <strong>ish</strong>-acquisition, <strong>the</strong> bank loans and overdrafts of<br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> were increased from € 200 mill. to € 1,050 mill. Additionally, a revolving<br />
credit line amounting to € 100 mill. was made available. Draw downs under this revolving credit line were<br />
required to be repaid within <strong>the</strong> next six months. A portion of € 612.6 mill. of <strong>the</strong> bank loans was passed on to<br />
<strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong><br />
On March 29, 2006 <strong>the</strong> Term facilities were called by <strong>the</strong> company as of April 5, 2006, and refinanced on <strong>the</strong><br />
same day through <strong>the</strong> issuance of € 1,350 million senior secured floating rate notes due 2013. The additional<br />
proceeds of <strong>the</strong> issuance of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes were used to finance <strong>the</strong> payment by Unity Media to Unity<br />
Media S.C.A of approximately € 87 million, representing <strong>the</strong> deferred cash portion of <strong>the</strong> purchase price,<br />
including accrued interest, <strong>for</strong> <strong>the</strong> shares of Tele <strong>Co</strong>lumbus (Unity Media S.C.A. used <strong>the</strong> payment to repay<br />
amounts due to <strong>the</strong> vendors of Tele <strong>Co</strong>lumbus Kabel Holding <strong>GmbH</strong> under an € 84 million 12% PIK Note,<br />
which it used to partially pay <strong>the</strong> purchase price <strong>for</strong> <strong>the</strong> acquisition of <strong>the</strong> shares of Tele <strong>Co</strong>lumbus Kabel<br />
Holding <strong>GmbH</strong>); and to cash collateralise a portion of <strong>the</strong> DFL Bank Guarantee.<br />
The terms of <strong>the</strong> Senior Credit Facilities required us to hedge at least 50% of our floating rate debt. As of<br />
March 31, 2006, we had € 525.0 mill. of interest rate swaps outstanding <strong>for</strong> <strong>the</strong> Senior Credit Facilities. In<br />
connection with <strong>the</strong> issuance of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes 2006 Refinancing, we terminated <strong>the</strong> interest rate hedges<br />
which had a positive fair value of € 12.2 mill. at <strong>the</strong> termination date of April 5, 2006. In addition, we entered<br />
into a new 3-year € 800.0 mill. interest rate swap at <strong>iesy</strong> relating to <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes, which will become<br />
effective on July 31, 2006. The fair value of this hedge agreement as of June 30, 2006 was € 2.5 mill.<br />
We did not enter into any additional interest rate hedging <strong>for</strong> <strong>iesy</strong>/<strong>ish</strong> Revolving Credit Facilities in connection<br />
with <strong>the</strong> 2006 Refinancing.<br />
Payables to affiliated companies include loans of Unity Media <strong>GmbH</strong> to <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> and<br />
liabilities of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> to Unity Media Management <strong>GmbH</strong>.<br />
Unity Media <strong>GmbH</strong> issued three bonds in <strong>the</strong> course of 2005. The bond issued in February 2005 of € 215 mill.<br />
is due 2015 and bears interest of 10.375%. In July 2005, fur<strong>the</strong>r bonds in <strong>the</strong> amount of € 235 mill. and $ 151<br />
mill. were issued. The Euro bond bears an interest rate of 10.125%; <strong>the</strong> dollar bond of 10.375%. Both bonds<br />
are also due in February 2015. To secure <strong>the</strong> currency risk of <strong>the</strong> dollar bond and <strong>the</strong> interest payments, <strong>iesy</strong><br />
<strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> has directly entered into hedge agreements as counterparty <strong>for</strong> <strong>the</strong> notional value<br />
38
and <strong>the</strong> corresponding interest payments. The proceeds from <strong>the</strong> bond issuance in <strong>the</strong> amount of € 575.1 mill.<br />
were given as loans to <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>.<br />
With respect to <strong>the</strong> $ 151 mill. senior notes, on July 13, 2005, we entered into a hedge agreement swapping<br />
$ 151 mill. in principal and <strong>the</strong> associated interest payments into Euro-denominated principal and interest<br />
payments at a fixed rate over <strong>the</strong> lifetime of <strong>the</strong> notes. The fair value of <strong>the</strong> hedge agreement as of June 30,<br />
2006 was € - 18.7 mill.<br />
The liabilities of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> to <strong>the</strong> shareholder Unity Media Management <strong>GmbH</strong> include<br />
with € 3.6 mill. an intercompany loan.<br />
Income Statement<br />
Sales were solely made in Germany.<br />
O<strong>the</strong>r operating income amounting to € 6.7 mill. includes prior period income of € 2.4 mill., partly from <strong>the</strong><br />
release of accruals.<br />
Depreciation was influenced by <strong>the</strong> prolongation of <strong>the</strong> useful economic life of coaxial cable lines in network<br />
level 3. In <strong>the</strong> first half year 2006, <strong>the</strong> resulting effect was a reduction of <strong>the</strong> depreciation in an amount of<br />
€ 34.7 mill. compared to <strong>the</strong> depreciation that would have been accounted <strong>for</strong> without <strong>the</strong> prolongation of <strong>the</strong><br />
useful economic life of this coaxial cable.<br />
O<strong>the</strong>r operating expenses include prior year expenses of K€ 353.<br />
Extraordinary income is related to <strong>the</strong> discharge of interest rate swaps outstanding <strong>for</strong> <strong>the</strong> Senior Credit<br />
Facilities, which were replaced by <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes. The terms of <strong>the</strong> Senior Credit Facilities required us to<br />
hedge at least 50% of our floating rate debt. As of March 31, 2006, we had secured € 525.0 mill. In connection<br />
with <strong>the</strong> issuance of <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes 2006 Refinancing, we terminated <strong>the</strong> interest rate hedges which had a<br />
positive fair value of € 12.2 mill. at <strong>the</strong> termination date of April 5, 2006.<br />
Extraordinary expenses of € 34.9 mill. result in an amount of € 27.0 mill. from underwriting fees <strong>for</strong> <strong>the</strong><br />
<strong>iesy</strong>/<strong>ish</strong> Notes, and with € 7.9 mill from arrangement and consulting expenses in connection with <strong>the</strong> 2006<br />
refinancing.<br />
Income taxes include accrued tax expenses of K€ 1,521; <strong>the</strong> calculation is based on <strong>the</strong> result in <strong>the</strong> first half<br />
year 2006.<br />
7. O<strong>the</strong>r In<strong>for</strong>mation<br />
O<strong>the</strong>r financial obligations<br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> and <strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> are liable subordinately with all <strong>the</strong>ir assets <strong>for</strong> <strong>the</strong><br />
interest and repayment obligation arising from <strong>the</strong> bonds issued by Unity Media <strong>GmbH</strong> (€ 450 mill., $ 151<br />
mill.).<br />
Notes according to § 285 (17) HGB – O<strong>the</strong>r Notes<br />
39
The following fees have been charged by auditors in <strong>the</strong> current year: For o<strong>the</strong>r in<strong>for</strong>mation and valuation<br />
services (<strong>Co</strong>m<strong>for</strong>t Letters and quarterly reviews) K€ 575, <strong>for</strong> audits of <strong>the</strong> annual financial statements <strong>for</strong> <strong>the</strong><br />
business year 2005 K€ 173, and <strong>for</strong> tax consultancy K€ 9.<br />
O<strong>the</strong>r in<strong>for</strong>mation<br />
In connection with <strong>the</strong> <strong>iesy</strong>/<strong>ish</strong> Notes, we entered into a new 3-year € 800.0 million interest rate swap at <strong>iesy</strong>,<br />
which will become effective on July 31, 2006. We did not enter into any interest rate hedging <strong>for</strong> <strong>iesy</strong>/<strong>ish</strong><br />
Revolving Credit Facilities or <strong>the</strong> Tele <strong>Co</strong>lumbus Revolving Facility in connection with <strong>the</strong> 2006 Refinancing.<br />
O<strong>the</strong>r financial in<strong>for</strong>mation<br />
The o<strong>the</strong>r financial commitments result essentially from purchase obligations <strong>for</strong> network infrastructure<br />
services of Deutsche Telekom AG, Bonn and from <strong>the</strong> DFL license fee obligations of arena Sport Rechte und<br />
Marketing <strong>GmbH</strong>. The obligations towards Deutsche Telekom AG, Bonn are calculated with 2.0% inflation<br />
and are based on <strong>the</strong> operating duration of <strong>the</strong> service contracts, which are longer than <strong>the</strong> legal terms.<br />
Facts Period until<br />
30/06/2011<br />
40<br />
2011 and<br />
later<br />
(annually)<br />
K€ K€<br />
Infrastructure/Network 481,218 101,371<br />
Digital plat<strong>for</strong>m 4,180 0<br />
Rent and leasing 13,174 584<br />
<strong>Co</strong>pyright fees (including DFL licence fees <strong>for</strong> arena) 667,035 0<br />
O<strong>the</strong>rs 75,265 0<br />
1,240,872 101,955
Shareholdings of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
Shareholdings of <strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong> as of June 30, 2006, are as follows:<br />
Name of <strong>the</strong> company Headquarter <strong>Co</strong>untry Share<br />
of<br />
equity<br />
41<br />
Equity Result<br />
2005<br />
% K€ K€<br />
<strong>ish</strong> <strong>NRW</strong> <strong>GmbH</strong> (<strong>for</strong>mer <strong>iesy</strong> Services <strong>GmbH</strong>)<br />
<strong>iesy</strong> <strong>Hessen</strong> Beteiligungs-<strong>GmbH</strong> (<strong>for</strong>mer<br />
<strong>Co</strong>logne Germany 100.0 156,636 32,199<br />
DeTe Kabelservice <strong>Hessen</strong> Beteiligungs <strong>GmbH</strong>) Frankfurt Germany 100.0 25 -1<br />
<strong>iesy</strong> <strong>Hessen</strong> Verwaltungs-<strong>GmbH</strong> Frankfurt Germany 100.0 16 -1<br />
arena Sport Rechte und Marketing <strong>GmbH</strong> Munich Germany 100.0 56 31<br />
KSG Kabel-Service-Gesellschaft des Handwerks mbH Paderborn Germany 100.0 962 137<br />
Employees<br />
The average number of employees in <strong>the</strong> first half year of 2006 amounted to 1,074 employees.<br />
<strong>Co</strong>logne, August 25, 2006<br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
Parm Sandhu Dr. Herbert Leifker Christopher Winfrey
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
UNAUDITED CASH FLOW STATEMENT FOR THE PERIOD<br />
FROM JANUARY 1 TO JUNE 30, 2006<br />
42<br />
6 Months 2006<br />
6 Months 2005<br />
K€ K€<br />
Net result be<strong>for</strong>e extraordinary items -28,517 -2,033<br />
Write-downs (+) on non-current assets 103,225 29,162<br />
Increase (+)/decrease (-) of accruals and provisions 35,922 19,684<br />
O<strong>the</strong>r non-cash income (+)/expenses (-) 0 0<br />
Profit (-)/loss (+) in disposals of property, plant and equipment 7 -34<br />
Increase (-)/decrease (+) of inventories, trade receivables and o<strong>the</strong>r assets<br />
not related to investing or financing activities -135,811 11,876<br />
Increase (+)/decrease (-) of trade payables and o<strong>the</strong>r liabilities not related to<br />
investing or financing activities 31,638 12,438<br />
Cash flow from operating activities 6,464 71,093<br />
Proceeds (+) from disposal of property, plant and equipment 0 0<br />
Capitalized expenses (-) <strong>for</strong> <strong>the</strong> start-up and expansion of business -18,203 0<br />
Purchase (-) of property, plant and equipment -33,423 -8,750<br />
Purchase (-) of intangible assets -2,591 0<br />
Investments in <strong>the</strong> acquisition of consolidated entities 0 -942,590<br />
Cash acquired 0 93,794<br />
Cash flow from investing activities -54,217 -857,546<br />
Payment into capital reserves (+) 66 0<br />
Dividend paid (-) to <strong>the</strong> shareholder 0 -1,000<br />
Cash proceeds (+) from shareholder’s loan 0 575,000<br />
Cash proceeds (+) from loans or short or long term borrowings<br />
(issuance of bonds) 1,350,000 1,057,000<br />
Cash repayments (-) of loans or short or long term borrowings -1,050,000 -783,698<br />
Receipts (+) and payments (-) <strong>for</strong> extraordinary items -22,740 -79,046<br />
Change in <strong>the</strong> companies to be consolidated (+) 31 0<br />
0<br />
Cash flow from financing activities 277,357 768,256<br />
Change of cash funds from cash relevant transactions 229,604 -18,197<br />
Cash funds at <strong>the</strong> beginning of <strong>the</strong> period 14,750 40,682<br />
Cash at <strong>the</strong> end of period 244,354 22,485
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
UNAUDITED EQUITY MOVEMENT SCHEDULE FOR THE PERIOD<br />
FROM JANUARY 1 TO JUNE 30, 2006<br />
Limited<br />
liability<br />
<strong>iesy</strong> <strong>Hessen</strong> <strong>GmbH</strong> & <strong>Co</strong>. <strong>KG</strong>, <strong>Co</strong>logne<br />
Capital<br />
reserves<br />
Profit/loss <strong>for</strong> <strong>the</strong><br />
period<br />
capital<br />
K € K € K € K €<br />
1,000 188,274 0 189,274<br />
43<br />
<strong>Co</strong>nsolidated<br />
equity<br />
66 66<br />
-51,257 -51,257<br />
0 -51,257 51,257 0<br />
1,000 137,083 0 138,083<br />
Due to <strong>the</strong> capitalization of expenses <strong>for</strong> <strong>the</strong> start-up and expansion of <strong>the</strong> business a distribution ban of<br />
K€ 38,243 exists.
Financial Calendar<br />
August 29, 2006 <strong>Interim</strong> <strong>Report</strong>: Quarter ended June 30, 2006<br />
November 23, 2006 <strong>Interim</strong> <strong>Report</strong>: Quarter ended September 30, 2006<br />
April 2007 Results of Financial Year ended December 31, 2006<br />
<strong>Co</strong>ntact<br />
Michael Frank<br />
Tel: +49-221-37792 150<br />
Fax: +49-221-37792 871<br />
E-Mail: Investor.Relations@unitymedia.de<br />
Unity Media <strong>GmbH</strong><br />
Widdersdorfer Str. 399-403<br />
50933 Köln, Germany