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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
Entire Document
 
<PAGE>   469
 
                  RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
                                  (UNAUDITED)
 
1.  ORGANIZATION
 
     Renaissance Media Group LLC ("Group") was formed on March 13, 1998, by
Renaissance Media Holdings LLC ("Holdings"). On March 20, 1998, Holdings
contributed to Group its membership interests in two wholly owned subsidiaries;
Renaissance Media (Louisiana) LLC ("Louisiana") and Renaissance Media
(Tennessee) LLC ("Tennessee"). Louisiana and Tennessee acquired a 76% interest
and 24% interest, respectively, in Renaissance Media LLC ("Media") from Morgan
Stanley Capital Partners III, Inc. ("MSCP III") on February 13, 1998 for a
nominal amount. As a result, Media became a subsidiary of Holdings. The transfer
was accounted for as a reorganization of entities under common control similar
to a pooling of interests since an entity affiliated with MSCP III had a
controlling interest in Holdings. Group and its subsidiaries are collectively
referred to as the "Company" herein. On April 9, 1998, the Company acquired six
cable television systems (the "TWI Acquisition") from TWI Cable, Inc. a
subsidiary of Time Warner Inc. ("Time Warner"). Prior to this Acquisition, the
Company had no operations other than start-up related activities.
 
     On February 23, 1999, Holdings, Charter Communications, Inc. (now known as
Charter Investment, Inc. and referred to herein as "Charter") and Charter
Communications, LLC ("CC LLC") executed a purchase agreement, providing for
Holdings to sell and CC LLC to purchase, all the outstanding limited liability
company membership interests in Group held by Holdings (the "Charter
Transaction") subject to certain covenants and restrictions pending closing and
satisfaction of certain conditions prior to closing. On April 30, 1999, the
Charter Transaction was consummated for a purchase price of $459 million,
consisting of $348 million in cash and $111 million in carrying value of debt
assumed.
 
2.  BASIS OF PRESENTATION
 
     The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles. The interim financial statements
are unaudited but include all adjustments, which are of normal recurring nature
that the Company considers necessary for a fair presentation of the financial
position and the results of operations and cash flows for such periods.
Operating results of interim periods are not necessarily indicative of results
for a full year.
 
     Additional disclosures and information are included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
 
3.  ACQUISITIONS:
 
     On February 3, 1999, Media acquired the cable television assets of Bayou
Vision, Inc. and Gulf South Cable, Inc. serving approximately 1,950 subscribers
in the Villages of Estherwood, Morse and Mermentau and Acadia and Livingston
Parish, Louisiana. The
 
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