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 (for the year ended December 31, 1997) and Consolidated (as of and
for the six months ended June 30, 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, although management currently does not believe that
any material adjustment to such allocations is expected.
The unaudited pro forma combined statement of operations for the year ended
December 31, 1997 and the unaudited pro forma consolidated statement of
operations for the six months ended June 30, 1998, respectively, gives effect
to the Transactions as if they had occurred as of January 1, 1997. 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.