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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/28/1998
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           RENAISSANCE MEDIA HOLDINGS LLC AND RENAISSANCE MEDIA LLC
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION AND BASIS OF PRESENTATION
   
  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 MSCP III Inc. (a) 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. and (b)
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 Renaissance Media Group LLC ("Group"); b) Group formed three
wholly-owned subsidiaries, Renaissance Media (Louisiana) LLC ("Louisiana"),
Renaissance Media (Tennessee) LLC ("Tennessee"), and Renaissance Media Capital
Corporation; and c) Media became a wholly-owned subsidiary of Holdings through
a 24% interest held by Tennessee and a 76% interest held by Louisiana which
acquired their respective interests from Morgan Stanley Capital Partners III,
Inc. at the same nominal amount through an acquisition of entities under
common control and accounted for as if it were a pooling of interests.     
   
  Significant intercompany transactions and accounts have been eliminated.
    
          
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES     
 
 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.     
 
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