PRO FORMA FINANCIAL DATA
Holdings and Renaissance Media were formed in November 1997. The Obligors
and the Guarantor were formed in 1998. The following unaudited Pro Forma
Combined (as of and for the year ended December 31, 1997) and Consolidated (as
of and for the three months ended March 31, 1998) Financial Statements have
been prepared to give effect to the formation of the Obligors and the
Guarantor and to the Transactions, including the Offering.
The pro forma adjustments are based upon available information and certain
assumptions that the Company believes are reasonable under the circumstances.
Pro forma adjustments are applied to the historical financial statements of
the Systems to account for the Acquisition under the purchase method of
accounting. Under purchase accounting, the total purchase price for the
Acquisition will be allocated to the Systems' assets and liabilities based on
their relative fair values. Allocations are subject to valuations as of the
date of the Acquisition based on appraisals and other studies which are not
yet completed. Accordingly, the final allocations may be different from the
amounts reflected herein.
The unaudited pro forma combined and consolidated statement of operations,
for the year ended December 31, 1997 and the three months ended March 31,
1998, respectively, gives effect to the Transactions as if they had occurred
as of January 1, 1997 and 1998. The unaudited pro forma combined balance sheet
as of December 31, 1997 and the unaudited pro forma consolidated balance sheet
as of March 31, 1998 have been prepared as if the Transactions were
consummated as of such dates. The pro forma financial statements are provided
for informational purposes only and do not purport to be indicative of the
results which would have actually been obtained had the Transactions been
completed on the dates indicated or which may be expected to occur in the
future. The pro forma financial statements should be read in conjunction with
"Selected Financial and Other Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the historical financial
statements and notes thereto included elsewhere in this Prospectus.