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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/28/1998
Entire Document
                                 RISK FACTORS
  An investment in the Notes offered hereby involves a significant degree of
risk. Prospective investors should consider carefully all of the information
set forth herein, and in particular the following factors.
  As of June 30, 1998, the Company had approximately $204.8 million of
indebtedness outstanding. See "Capitalization" and "Selected Financial and
Other Data." The accretion of original issue discount on the Notes will cause
an increase in indebtedness of $63.2 million by April 15, 2003. In addition,
subject to the restrictions in the Senior Credit Facility and the Indenture,
the Company plans to incur additional indebtedness under the Revolver for
capital expenditures, working capital and acquisitions. As a result, the
Company anticipates that it will continue to be highly leveraged for the
foreseeable future. The Company's highly leveraged capital structure could
adversely affect the Company's ability to service the Notes and could
significantly limit the Company's ability to finance its operations and fund
its capital expenditure requirements, to compete effectively, to expand its
business, to comply with its obligations under its franchise agreements, to
plan for or react to changes in its business or to operate under adverse
economic conditions. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."     
  On a pro forma basis, the Company's earnings before fixed charges would have
been insufficient to cover its fixed charges for the year ended December 31,
1997 by $21.8 million and for the six months ended June 30, 1998 by $9.5
million (unaudited). See "Selected Financial and Other Data" and "Pro Forma
Financial Data."     
  The Company used the net proceeds from the Offering, together with the
Equity Contributions and borrowings under the Term Loans to consummate the
Acquisition. The Company believes that the borrowings expected to be available
under the Revolver and anticipated cash flow from operations will be
sufficient to upgrade the Systems as currently contemplated and satisfy the
Company's anticipated working capital and debt service requirements. However,
the actual amount and timing of the Company's capital requirements may differ
materially from the Company's estimates as a result of, among other things,
the demand for the Company's services and regulatory, technological and
competitive developments (including additional market developments and new
opportunities) in the Company's industry. The ability of the Company to meet
its debt service and other obligations will depend upon the future performance
of the Company which, in turn, is subject to general economic conditions and
to financial, political, competitive, regulatory and other factors, many of
which are beyond the Company's control. The Company's ability to meet its debt
service and other obligations also may be affected by changes in prevailing
interest rates, as borrowings under the Senior Credit Facility will bear
interest at floating rates, subject to certain interest rate protection
agreements. See "Description of Certain Indebtedness."
  The Company believes that it will continue to generate cash flow from
operations and obtain financing sufficient to meet the costs and expenses of
future acquisitions, capital expenditures, working capital needs and debt
service requirements; however, there can be no assurance that the terms on
which any such financing may be available would be favorable to the Company or
that, if it were able to obtain financing, the Company will be able to meet
its debt service and other obligations. If the Company were unable to meet its
debt service or other obligations, it would have to refinance its indebtedness
or obtain new financing. There can be no assurance that such financing will be
available to the Company on acceptable terms or at all. See "Selected
Financial and Other Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Description of Certain Indebtedness"
and "Description of the Notes."