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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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   Notes to Summary Unaudited Pro Forma Combined Financial and Operating Data

 For the Three Months Ended March 31, 1999 and the Year Ended December 31, 1998

(1) For the three months ended March 31, 1999, Michigan Holdings results of
    operations include the results of operations of its wholly-owned
    subsidiary, Avalon Michigan Inc. During this quarter, Avalon Michigan Inc.
    operated the Michigan cluster from January 1 through March 26, 1999 and
    then in the reorganization, contributed its operating assets and
    liabilities to Avalon Cable LLC in exchange for a majority interest in
    Avalon Cable LLC and consolidated the results of Avalon Cable LLC from
    March 27, 1999 to March 31, 1999.

(2) Avalon Cable LLC's results of operations include its results of operations
    for the three months ended March 31, 1999, the results of its wholly-owned
    subsidiaries, Holdings Finance and Avalon New England for the period ended
    March 31, 1999 and the results of operations of its wholly-owned
    subsidiary, Avalon Michigan LLC, from the date of contribution (March 26,
    1999) through March 31, 1999.

(3) This column represents the results of operations for the period from March
    26 through March 31, 1999 which is included in both the results of
    operations of Michigan Holdings and Avalon Cable LLC due to the
    reorganization.

(4) Taconic's results of operations includes the actual historical results of
    operations for the period from January 1, 1999 through March 31, 1999.

(5) Pro forma adjustments represent those adjustments necessary to present
    operating results as if all pending and completed acquisitions and the
    financings occurred on January 1, 1999. These adjustments include in each
    case, the following:

   (a) Adjustments to reflect the full year impact of the acquisitions of Nova
       Cablevision, Cross Country Cable TV, Traverse Internet, Galaxy American
       Communications, R/COM, Hometown TV and Novagate Communications.

   (b) Increased depreciation and amortization expense due to excess of fair
       value over historical cost generated from the completed and pending
       acquisitions.

   (c) Increased interest expense due to borrowings under our senior credit
       facility to finance the acquisitions and costs associated with the new
       notes.

   (d) The removal of tax benefits, net, since after the reorganization
       transactions described herein, two of the three issuers will be treated
       as partnerships for federal income tax purposes.

   See Notes to the Unaudited Pro Forma Combined Statements of Operations for a
further explanation of these pro forma adjustments.

(6) On November 6, 1998, a subsidiary of Michigan Holdings acquired Cable
    Michigan, the predecessor entity. Prior to this acquisition, Michigan
    Holdings did not have any operations. Michigan Holdings' results of
    operations include the results of operations for the period from
    acquisition through December 31, 1998.

(7) Cable Michigan's results of operations includes the actual historical
    results of operations of Cable Michigan for the period from January 1, 1998
    through November 5, 1998.

(8) Avalon Cable LLC results of operations include its results of operations
    from its inception (October 21, 1998) through December 31, 1998, the
    results of operations of Holdings Finance from its inception (October 21,
    1998) through December 31, 1998 and the results of operations of Avalon New
    England from the date of contribution (November 6, 1998) through December
    31, 1998.

(9) On May 29, 1998, Avalon New England acquired Amrac, the predecessor entity.
    On June 30, 1998, Avalon New England acquired Pegasus. Prior to these
    acquisitions, Avalon New England did not have any operations. Avalon New
    England's results of operations include the results of operations for the
    period from the acquisitions (May 29, 1998 for Amrac and July 1, 1998 for
    Pegasus) through November 5, 1998, the date of exchange with Avalon Cable
    LLC.

(10) Amrac's results of operations includes the actual historical results of
     operations for the period from January 1, 1998 through May 28, 1998.

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