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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
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           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                         (INCLUDED IN TWI CABLE INC.)
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
5. INCOME TAXES--(CONTINUED)
 
  On a separate company basis, the Combined Systems have tax loss
carryforwards of approximately $4.8 million at December 31, 1997 and tax loss
carryforwards of approximately $400,000 at April 8, 1998 (unaudited). However,
if the Combined Systems are acquired in an asset purchase, the tax loss
carryforwards, and net deferred tax liabilities relating to temporary
differences will not carry over to Renaissance (see Note 8).
 
6. COMMITMENTS AND CONTINGENCIES
 
  The Combined Systems had rental expense of approximately $642,000, $824,000,
and $843,000 for the years ended December 31, 1995, 1996 and 1997,
respectively, and $209,000 and $244,000 for the periods ended March 31, 1997
and April 8, 1998 (unaudited), respectively, under various lease and rental
agreements for offices, utility poles, warehouses and computer equipment.
Future minimum annual rental payments under noncancellable leases will
approximate $1,000,000 annually over the next five years.
 
  In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996,
TWC has agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of
materials and labor in connection with the plant upgrades up to 750 MHz) over
the next three years (approximately $22 million). This agreement with the FCC,
which extends to the Combined Systems, will be assumed by Renaissance as it
relates to the Combined Systems in accordance with the Asset Purchase
Agreement.
 
7. OTHER LIABILITIES
 
  Other liabilities consist of:
 

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                  ---------------    APRIL 8,
                                                   1996    1997        1998
                                                  ------- ------- --------------
                                                  (IN THOUSANDS)  (IN THOUSANDS)
                                                                   (UNAUDITED)
      <S>                                         <C>     <C>     <C>
      Compensation............................... $   217 $   250      $279
      Data Processing Costs......................     100      90       161
      Sales and other taxes......................     101      90       146
      Copyright Fees.............................      85      83        35
      Pole Rent..................................      66      63        93
      Other......................................     376     393        33
                                                  ------- -------      ----
        Total.................................... $   945 $   969      $747
                                                  ======= =======      ====
</TABLE>

 
8. SUBSEQUENT EVENT (UNAUDITED)
 
  The sale of the Combined Systems, in connection with the Asset Purchase
Agreement with Renaissance, closed on April 9, 1998 at the purchase price of
$309,500,000.
 
                                     F-29