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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
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                         NOTES TO FINANCIAL STATEMENTS
  Renaissance Media Holdings LLC ("Holdings") was formed on November 5, 1997
to acquire certain cable television systems in Louisiana, Tennessee and
Mississippi. The initial investing stockholders of Holdings were Morgan
Stanley Capital Partners III, L.P. ("MSCP III L.P."), MSCP III 892 Investors,
L.P. ("MSCP III 892"), and Morgan Stanley Capital Investors, L.P. ("MSCI
L.P."). Renaissance Media LLC ("Media") was formed on November 24, 1997. The
initial investing stockholder of Media was Morgan Stanley Capital Partners
III, Inc. ("MSCP III Inc.).
  The financial statements of Holdings and Media (as combined, the "Company")
have been combined as of December 31, 1997 and for the period from November 5,
1997 (date of inception) to December 31, 1997 as (i) it is management's belief
that the combined financial statements present the financial position and
results of operations of what will become the ultimate legal entity structure
upon the closing of the Asset Purchase Transaction (as defined in Note 3
below) and the offering of the Notes (as defined in Note 9 below), (ii) Media
and Holdings were the only legal operating entities in existence at December
31, 1997 with any assets, liabilities, revenue or expenses, (iii) Media was
nominally capitalized at $1 and had minimal operations, (iv) Media and
Holdings were under common control because (x) Holdings has been advised by
MSCP III L.P., MSCP III 892 and MSCI L.P. that MSCP III Inc. is the general
partner of the general partner of each of MSCP III L.P., MSCP III 892 and MSCI
L.P., which were the sole equity owners of Holdings and as general partner
controls all activities of MSCP III L.P., MSCP III 892 and MSCI L.P.
(including, without limitation, their major operating and financial policies)
and (y) MSCP III Inc. was the sole equity owner of Media, and (v) the
financial statements of Media are not material to the combined financial
statements. Subsequent to December 31, 1997, the following legal entity
structure changes were enacted: (a) Holdings formed two wholly-owned
subsidiaries, Renaissance Media (Louisiana) LLC ("Louisiana") and Renaissance
Media (Tennessee) LLC ("Tennessee"), on January 7, 1998; (b) Louisiana and
Tennessee acquired a 76% interest and 24% interest in Media, respectively,
from MSCP III Inc. on February 13, 1998 at the same nominal amount through an
acquisition of entities under common control accounted for as if it were a
pooling of interests, as a result of which Media became a subsidiary of
Holdings; (c) Holdings formed two wholly-owned subsidiaries, Renaissance Media
Group LLC ("Group") and Renaissance Media Capital Corporation, on March 13,
1998 and March 12, 1998, respectively; and (d) Holdings contributed its
membership interests in Louisiana and Tennessee to Group on March 20, 1998.
  Significant intercompany transactions and accounts have been eliminated.
 Use of Estimates
  The presentation of the financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and footnotes thereto. Actual results
could differ from those estimates.
 Cash Equivalents
  The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
 Deferred Acquisition and Financing Costs
  Deferred acquisition and financing costs at December 31, 1997 consist
primarily of legal fees associated with the acquisition of certain assets of
TWI Cable Inc. ("TWI Cable") and financing costs relating to the contemplated
financing (see note 4). Subsequent to the closing of the acquisition, these
costs will be amortized over periods ranging from 8 to 15 years.