RULE 424(b)(3) AND (c)
REGISTRATION NO. 333-56679
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 8, 1998)
RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION
10% SENIOR DISCOUNT NOTES DUE 2008
ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN IS THE QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1998.
This Prospectus Supplement, together with the Prospectus, is to be used
by Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Dean Witter
Reynolds, Inc. ("Dean Witter" and, together with Morgan Stanley, "Morgan
Stanley Dean Witter"), in connection with offers and sales of the 10% Senior
Discount Notes due 2008 (the "Notes") in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale.
Morgan Stanley Dean Witter may act as principal or as agent in such
transactions. The Obligors will receive no portion of the proceeds of the sales
of such Notes and will bear the expenses incident to the registration thereof.
If Morgan Stanley Dean Witter conducts any market-making activities, it may be
required to deliver a "market-making prospectus" when effecting offers and sales
in the Notes because of the equity ownership of Renaissance Media Holdings LLC
("Holdings") by Morgan Stanley Capital Partners III, L.P. ("MSCP III"), Morgan
Stanley Capital Investors, L.P. ("MSCI"), MSCP III 982 Investors, L.P. ("MSCP
Investors" and, collectively, with its affiliates, MSCP III, MSCI and their
respective affiliates, the "Morgan Stanley Entities"), all which are affiliates
of Morgan Stanley Dean Witter. As of September 30, 1998, the Morgan Stanley
Entities owned in the aggregate approximately 87.6% of the outstanding equity of
Holdings. For as long a market-making prospectus is required to be delivered,
the ability of Morgan Stanley Dean Witter to make a market in the Notes may, in
part, be dependent on the ability of the Company to maintain a current
market-making prospectus.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______.
COMMISSION FILE NUMBER:
RENAISSANCE MEDIA GROUP LLC 333-56679
(Exact names of Registrants as specified in their charters)
Delaware 14-1803051
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Numbers)
One Cablevision Center Suite 100
Ferndale, New York 12734
(Address of principal executive offices)
(914) 295-2600
(Registrants' telephone number including area code)
Indicate by check mark whether the Registrants: (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:
Yes No X**
--- ---
** The Registrants became subject to the filing requirements of Section 13 or 15
(d) of the Securities Exchange Act of 1934 on September 8, 1998.
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
QUARTERLY REPORT
FOR THE PERIOD ENDED SEPTEMBER 30, 1998
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements of 1
Renaissance Media Group LLC and
Subsidiaries and Notes to Consolidated
Financial Statements - Unaudited
Item 2. Management's Discussion and Analysis 11
of Financial Condition and Results of Operations
PART II OTHER INFORMATION
Item 5. Other Information 17
Item 6. Exhibits and Report on Form 8-K 17
RENAISSANCE MEDIA GROUP LLC
Consolidated Balance Sheets
(All Dollar Amounts in 000's)
SEPTEMBER 30, 1998 DECEMBER 31, 1997
ASSETS (UNAUDITED)
----------------------- -----------------------
Cash and cash equivalents $ 5,079 $ 903
Accounts receivable - trade (less allowance for doubtful
accounts of $90 in 1998) 1,003 -
Accounts receivable - other 543 3
Prepaid expenses and other assets 533 409
Escrow deposit - 15,000
Investment in cable television systems:
Property, plant and equipment 67,301 -
Less: accumulated depreciation (4,045) -
------------- ---------
63,256 -
Cable television franchises 237,461 -
Less: accumulated amortization (7,557) -
------------- ---------
229,904 -
Intangible assets 17,518 692
Less: accumulated amortization (701) (4)
------------- ---------
16,817 688
------------- ---------
Total investment in cable television systems 309,977 688
------------- ---------
TOTAL ASSETS $ 317,135 $ 17,003
============= =========
LIABILITIES AND MEMBERS' EQUITY
Accounts payable $ 44 $ 12
Accrued expenses 7,901 955
Subscriber advance payments and deposits 644 -
Deferred marketing support 478 -
Advances from affiliates 207 -
Other liabilities 8 -
Due to management investors - 1,000
Debt 207,307 -
------------- ---------
TOTAL LIABILITIES 216,589 1,967
MEMBERS' EQUITY:
Paid in capital 108,600 15,000
Accumulated (deficit) earnings (8,054) 36
------------- ---------
Total members' equity 100,546 15,036
------------- ---------
TOTAL LIABILITIES & MEMBERS' EQUITY $ 317,135 $ 17,003
============= =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1
RENAISSANCE MEDIA GROUP LLC
Consolidated Statements of Operations
(All Dollar Amounts in 000's)
Three Months Ended Nine Months Ended
September 30, 1998 September 30, 1998
(unaudited) (unaudited)
------------------------- -----------------------
Revenues $ 14,246 $ 27,167
------------- --------------
Costs & Expenses
Service costs 4,604 8,810
Selling, general & administrative 2,594 5,045
Depreciation & amortization 6,802 12,259
------------- --------------
Operating income 246 1,053
Interest income 31 91
Interest (expense) (4,679) (9,069)
------------- --------------
(Loss) before provision for taxes (4,402) (7,925)
Provision for taxes 30 105
------------- --------------
Net (loss) (4,432) (8,030)
============= ==============
See accompaning notes to consolidated financial statements
2
RENAISSANCE MEDIA GROUP LLC
Consolidated Statement of Changes in Members' Equity
(All Dollar Amounts in 000's)
(unaudited)
Paid in Accumulated Total Members'
Capital Earnings (Deficit) Equity
--------------------- ---------------------- --------------------
Contributed Members' Equity - $ 15,000 $ (24) $ 14,976
Renaissance Media Holdings LLC and
Renaissance Media LLC - December 31, 1997
Capital contributions 93,600 - 93,600
Net (loss) - (8,030) (8,030)
----------- ------------ ------------
Balance September 30, 1998 $ 108,600 $(8,054) $ 100,546
=========== ============ ============
See accompanying notes to consolidated financial statements
3
RENAISSANCE MEDIA GROUP LLC
Consolidated Statement of Cash Flows
(All Dollar Amounts in 000's)
Nine Months Ended
September 30, 1998
(unaudited)
------------------------------
Operating Activities:
Net (loss)
Adjustments to non-cash and non-operating items: $ (8,030)
Depreciation and amortization 12,259
Accretion on senior discount notes and non-cash interest expense 4,835
Changes in operating assets and liabilities:
Accounts receivable - other (543)
Accounts receivable - trade, net (1,003)
Prepaid expenses and other assets ( 530)
Accounts payable 32
Accrued expenses 7,890
Subscriber advance payments and deposits 644
Other liabilities 8
Advances from affiliates 104
Deferred marketing support 478
--------------
Net cash provided by operating activities 16,144
Investing Activities:
Purchased cable television systems:
Property, plant and equipment (65,291)
Cable television franchises (235,701)
Cash paid in excess of identifiable assets (8,608)
Capital expenditures (2,260)
Cable television franchises (1,510)
Other Intangible assets (463)
--------------
Net cash used in investing activities (313,833)
Financing Activities:
Debt acquisition costs (8,344)
Principal repayments on bank debt (7,500)
Proceeds from bank debt 110,000
Proceeds from 10% Senior Discount Notes 100,012
Capital contributions (includes cash contributed by Renaissance Media Holdings LLC) 108,600
--------------
Net cash provided by financing activities 302,768
--------------
Net increase in cash and cash equivalents 5,079
Cash and cash equivalents at beginning of period -
--------------
Cash and cash equivalents at end of period $ 5,079
==============
See accompanying notes to consolidated financial statements
4
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
Renaissance Media Group LLC ("Group") was formed on March 13, 1998 by
Renaissance Media Holdings LLC ("Holdings"). Holdings is owned by Morgan
Stanley Capital Partners III, L.P. ("MSCP III"), Morgan Stanley Capital
Investors, L.P. ("MSCI"), MSCP III 892 Investors, L.P. ("MSCP Investors" and,
collectively, with its affiliates, MSCP III and MSCI and their respective
affiliates, the "Morgan Stanley Entities"), Time Warner (as hereinafter defined)
and the Management Investors (as hereinafter defined). Holdings formed
Renaissance Media Capital Corporation on March 12, 1998. 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"), which were formed on January 7, 1998.
Louisiana and Tennessee acquired a 76% interest and 24% interest, respectively,
in Renaissance Media LLC ("Media") from Morgan Stanley Capital Partners III,
Inc. ("MSCP"), on February 13, 1998 at the same nominal amount through an
acquisition of entities under common control accounted for as if it were a
pooling of interests. As a result, Media became a subsidiary of Group and
Holdings. Group and its aforementioned subsidiaries are collectively referred to
as the "Company". On April 9, 1998, the Company acquired (the "Acquisition")
six cable television systems (the "Systems") from TWI Cable, Inc. ("TWI Cable"),
a subsidiary of Time Warner Inc. ("Time Warner"). See Note 3. Prior to this
Acquisition, the Company had no operations other than start-up related
activities.
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 period.
Operating results of interim periods are not necessarily indicative of results
for a full year. For further information, refer to Company's Amendment No. 3 to
Registration Statement on Form S-1 and S-4 (Registration No. 333-56679), for
additional disclosures, and information regarding the formation of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
New Accounting Standards
During fiscal 1997 and 1998, the Financial Accounting Standards Board
("FASB") issued Statement No. 130, "Reporting Comprehensive Income" ("FAS 130"),
Statement No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("FAS 131"), Statement No. 132, "Employers' Disclosures about
Pension and Other Post-retirement Benefits" ("FAS 132"), and Statement No. 133,
" Accounting for Derivation Instruments and Hedging Activities" ("FAS 133").
FAS 130 establishes standards for reporting and display of comprehensive income
and its components (revenue, expenses, gains and losses) in a full set of
financial statements.
The Company adopted FAS 130 as of the second quarter of 1998. FAS 131
requires disclosure of financial and descriptive information about an entity's
reportable operating segments under the "management approach" as defined in such
Statement. The Company will adopt FAS 131 as of December 31, 1998. FAS 132
standardizes the disclosure requirements for pensions and other post-retirement
benefits. The Company adopted FAS 132 as of the second quarter of 1998. FAS
133 provides a comprehensive and consistent standard for the recognition and
measurement of derivatives and hedging activities. The Company will adopt FAS
133 as of January 1, 2000. The adoption of FAS 130 and FAS 132 had no effect on
the financial statements. The impact of the adoption of the remaining
aforementioned standards on the Company's financial statements is not expected
to be material.
5
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
Principles of Consolidation
The consolidated financial statements of the Company include the accounts
of the Company and its wholly owned subsidiaries. Significant intercompany
accounts and transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include cash and investments in short-term,
highly liquid securities, which have maturities when purchased of three months
or less.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Replacements, renewals
and improvements are capitalized. Maintenance and repairs are charged to
expense as incurred. Depreciation of property, plant and equipment is provided
using the straight-line method over the following estimated service lives:
Buildings.......................................... 40 years
Distribution plant................................. 3-10 years
Other equipment and leasehold improvements......... 3-20 years
Cable Television Franchises and Intangible Assets
Cable television franchises include costs incurred to obtain franchise
agreements. Intangible assets include goodwill, deferred financing and other
intangible assets. Cable television franchises and intangible assets are
amortized using the straight-line method over the following estimated useful
lives:
Cable television franchises........................ 15 years
Goodwill........................................... 25 years
Deferred financing and other intangible assets..... 2-10 years
The Company periodically reviews the carrying value of its long-lived
assets, including property, plant and equipment and intangible assets, whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. To the extent the estimated future cash inflows attributable to
the asset, less estimated future cash outflows, is less than the carrying
amount, an impairment loss is recognized to the extent that the carrying value
of such asset is greater than its fair value.
Revenue Recognition
Cable television service revenue is recognized in the month service is
provided to customers. Advance payments on cable services to be rendered are
recorded as subscriber prepayments. Advertising revenue is recognized in the
period in which the advertising commercials are aired.
6
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
Estimates Used in Financial Statement Presentation
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
3. ACQUISITIONS
TWI Cable
On April 9, 1998, the Company acquired six cable television systems from
TWI Cable. The systems are clustered in southern Louisiana, western Mississippi
and western Tennessee. This Acquisition represented the first acquisition by
the Company. The purchase price for the systems was $309,500 which was paid as
follows: TWI Cable received $300,000 in cash, inclusive of an escrow deposit of
$15,000, and a $9,500 (9,500 units) equity interest in Renaissance Media
Holdings LLC, the parent company of Group. In addition to the purchase price,
the Company incurred approximately $1,300 in transaction costs, exclusive of
financing costs.
The 9,500 units issued to TWI Cable as equity represent an 8.7% interest in
Holdings, determined by dividing the TWI Cable interests of 9,500 units by the
total units outstanding of Holdings of 108,600. TWI Cable's interest in
Holdings is as a minority member with rights to appoint one board
representative, and TWI Cable has economic interests in Holdings equal to its
ownership percentage on the same basis as the other members of Holdings. In
accordance with the Limited Liability Company Agreement of Holdings, TWI Cable
is not required to make any further equity contribution to Holdings and its
ability to sell or otherwise dispose of its interests in Holdings is limited.
Holdings was formed to consummate the Acquisition and had no assets prior to
this transaction.
The Acquisition was accounted for using the purchase method of accounting
and, accordingly, results of operations are reported from the date of the
Acquisition (April 9, 1998). The excess of the purchase price over the
estimated fair value of the tangible assets acquired ($244,300) has been
allocated to Cable television franchises and goodwill in the amount of $235,700
and $8,600, respectively. The appraisal of the acquired assets is not yet
complete, thus the allocation of the purchase price is subject to change,
although management currently does not expect any material adjustment to such
allocation.
DEFFNER CABLE
On August 31, 1998, the Company acquired the assets of Deffner Cable,
located in Gadsden, Tennessee. The purchase price was $100.
7
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
Unaudited Pro Forma summarized results of operations for the Company for
the nine months ended September 30, 1998 and 1997, assuming the Acquisition,
Notes (as hereinafter defined) offering and Credit Agreement (as hereinafter
defined) had been consummated on January 1, 1998 and 1997, are as follows:
NINE MONTHS ENDED SEPTEMBER 30
------------------------------
1998 1997
------------ ------------
Revenues.................................. $ 42,388 $ 37,961
Expenses.................................. 42,006 40,328
--------- ---------
Operating (loss) income................... 382 (2,367)
Interest expense and other expenses....... 14,299 14,299
--------- ---------
Net (Loss) $(13,917) $(16,666)
========= =========
4. DEBT
As of September 30, 1998, debt consisted of:
10.00% Senior Discount Notes at
Accreted Value (a) ...................... $104,807
Credit Agreement (b)...................... $102,500
--------
$207,307
========
(a) On April 9, 1998, in connection with the Acquisition described in Note
4, Louisiana, Tennessee and Capital issued $163,175 principal amount at
maturity, $100,012 initial accreted value, of 10.00% senior discount notes due
2008 ("Notes"). The Notes pay no interest until April 15, 2003. From and after
April 15, 2003 the Notes will bear interest, payable semi-annually in cash, at a
rate of 10% per annum on April 15 and October 15 of each year, commencing
October 15, 2003. The Notes are due on April 15, 2008.
(b) On April 9, 1998, Renaissance Media entered into a credit agreement (the
"Credit Agreement"). The aggregate commitments under the Credit Agreement total
$150,000, consisting of a $40,000 revolver, $60,000 Tranche A Term Loans and
$50,000 Tranche B Term Loans (collectively the "Term Loans"). The revolving
credit and term loans are collateralized by a first lien position on all present
and future assets and members' interest of Media, Louisiana and Tennessee. The
Credit Agreement provides for interest at varying rates based upon various
borrowing options and the attainment of certain financial ratios and for
commitment fees of 1/2 % on the unused portion of the revolver. The effective
interest rate for the period from inception through the period ended September
30, 1998 was 8.38%.
On April 9, 1998, $110,000 was borrowed under the Credit Agreement's
Tranche A and B Term Loans. On June 23, 1998, $7,500 was repaid resulting in
$102,500 of outstanding Tranche A and B Term Loans as of September 30, 1998.
On September 30, 1998, the Company had unrestricted use of the $40,000
revolver. No borrowings had been made by the Company through that date.
8
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
Annual maturities of borrowings under the Credit Agreement for the years
ending December 31 are as follows:
1998 ........................................ 0
1999......................................... 776
2000......................................... 1,035
2001......................................... 2,701
2002......................................... 9,506
2003......................................... 11,590
Thereafter................................... 76,892
--------
102,500
Less Current Portion......................... (518)
--------
$101,982
========
As required by the Credit Agreement, Renaissance Media purchased an interest
rate cap agreement from Morgan Stanley Capital Services Inc. an affiliate of
MSCP. The agreement effectively fixed or set a maximum LIBOR rate of 7.25% on
bank debt borrowing up to $100,000 through December 1999.
The Credit Agreement and the Indenture pursuant to which the Notes were
issued contain restrictive covenants on the Company and subsidiaries regarding
additional indebtedness, investment guarantees, loans, acquisitions, dividends
and merger or sale of the subsidiaries and require the maintenance of certain
financial ratios.
5. TAXES
Group and Media are limited liability companies and are not subject to
federal or state income tax. Any income earned by these entities will be taxed
to their respective members.
Louisiana and Tennessee have elected to be treated as corporations for
federal income tax purposes and have not recorded any tax benefit for their
losses as the realization of these losses by reducing future taxable income in
the carry forward period is uncertain at this time. The provision for income
taxes reflected in the consolidated statement of operations is for Tennessee
Corporate Franchise taxes.
6. RELATED PARTY TRANSACTIONS
(a) Transactions with Morgan Stanley Entities
In connection with the Acquisition, Media entered into the Credit
Agreement with Morgan Stanley Senior Funding and Morgan Stanley & Co.
Incorporated acted as the Placement Agent for the Notes. In connection with
these services the Morgan Stanley Entities received customary fees and expense
reimbursement.
(b) Transactions with Time Warner and Related Parties
In connection with the Acquisition, Media entered into an agreement with
Time Warner, pursuant to which Time Warner manages the Company's programming in
exchange for providing the Company access to certain Time Warner programming
arrangements.
9
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
In connection with this agreement, the Company paid Time Warner
approximately $1,437 and $2,737 for the quarter ended September 30, 1998 and for
the period from April 9, 1998 to September 30, 1998, respectively. In addition,
the Company has incurred programming costs of approximately $1,171 and $2,171
for programming services owned directly or indirectly by Time Warner entities
for the quarter ended September 30, 1998 and for the period from April 9, 1998
to September 30, 1998, respectively.
(c) Transactions with Management
Prior to the consummation of the Acquisition described in Note 3, Media
paid fees to six senior managers of the Company who are investors in the Company
(the "Management Investors") for services rendered relating to the Acquisition
and the Credit Agreement. These fees totaled $287 and were recorded as
transaction and financing costs.
(d) Due to Management Investors
Prior to the formation of the Company, the Management Investors advanced
$1,000 to Holdings, which was used primarily for working capital purposes. Upon
formation of the Company, Holdings contributed certain assets and liabilities to
Group and the $1,000 advance from the Management Investors was recorded as paid
in capital.
7. ACCRUED EXPENSES
Accrued expenses as of September 30, 1998 consist of the following:
Accrued programming costs.................... $2,214
Accrued interest............................. 1,771
Accrued franchise fees....................... 1,103
Accrued legal and professional fees.......... 855
Accrued salaries, wages and benefits......... 540
Accrued property and sales tax............... 521
Other accrued expenses....................... 897
------
$7,901
======
8. EMPLOYEE BENEFIT PLAN
Effective April 9, 1998, the Company began sponsoring a defined
contribution plan which covers substantially all employees (the "Plan"). The
Plan provides for contributions from eligible employees up to 15% of their
compensation. The Company's contribution to the Plan is limited to 50% of each
eligible employee's contribution up to 10% of his or her compensation. The
Company has the right in any year to set the amount of the Company's
contribution percentage. Company matching contributions for the quarter ended
September 30, 1998 and for the period from April 9, 1998 to September 30, 1998
were $30 and $62, respectively.
10
RENAISSANCE MEDIA GROUP LLC
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, and is subject to the safe harbors
created by those sections. The Company's actual results could differ materially
from those discussed herein and its current business plans could be altered in
response to market conditions and other factors beyond the Company's control.
The forward-looking statements within this Form 10-Q are identified by words
such as "believes", "anticipates", "accepts", "intends", "may", "will" and other
similar expressions. However, these words are not the exclusive means of
identifying such statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. The Company undertakes no
obligation to release publicly the results of any revisions to these forward-
looking statements that may be made to reflect events or circumstances occurring
subsequent to the filing of this Form 10-Q with the SEC. Readers are urged to
review and consider carefully the various disclosures made by the Company in
this report and in the Company's other reports filed with the SEC that attempt
to advise interested parties of the risks and factors that may effect the
Company's business.
INTRODUCTION AND RECENT DEVELOPMENTS
Renaissance Media Group LLC ("Group") was formed by Renaissance Media
Holdings LLC on March 13, 1998. Group was formed to acquire, operate and
develop cable television systems through its subsidiaries in markets within the
United States. Group and its wholly-owned subsidiaries are collectively
referred to as (the "Company"). Prior to March 13, 1998 the Company's start-up
activities were conducted by Renaissance Media Holdings LLC and Renaissance
Media LLC.
On April 9, 1998, the Company completed its first acquisition. Pursuant to
the Asset Purchase Agreement dated November 14, 1997 with TWI Cable, the Company
acquired cable television systems which are clustered in southern Louisiana,
western Mississippi and western Tennessee and, as of September 30, 1998, passed
181,137 homes, served 127,919 basic subscribers and had 59,831 premium service
units. The Company is the 4th largest cable television system operator in
Louisiana and the 5th largest cable television system operator in Tennessee
based upon the Systems' numbers of subscribers at September 30, 1998.
The Company intends to increase its subscriber base and operating cash flow
by pursuing cable television system acquisitions, improving and upgrading its
technical plant and expanding its service offerings. The Company will pursue
selective acquisitions in markets which are contiguous to the Systems and in
non-contiguous mid-sized markets serving more than 30,000 subscribers where
local or regional clusters can be formed. The Company believes that by
clustering systems it will be able to realize economies of scale, such as
reduced payroll, reduced billing and technical costs per subscriber, reduced
advertising sales costs, increased local advertising sales, more efficient roll-
out and utilization of new technologies and consolidation of its customer
service functions. The Company plans to improve and upgrade its technical
plant, which should allow it to provide a wide array of new services and service
tiers, as well as integrate new interactive features into advanced analog and
digital set-top consumer equipment. The Company also plans to develop and
provide new cable and broadband services and develop ancillary businesses
including digital video and high speed Internet access services.
Revenues. The Systems' revenues are primarily attributable to subscription
fees charged to subscribers for basic and premium cable television programming
services. Basic revenue consists of monthly subscription fees for basic and
CPST satellite services. Multiple dwelling unit accounts typically are offered
a bulk rate in exchange for single point billing and basic service to all units.
Premium revenue consists of monthly subscription fees for programming provided
on a per-channel basis. In addition, other revenue is derived from new product
tiers, pay-per-view fees, installation and reconnection fees charged to
subscribers to receive service, monthly equipment rental fees, advertising
revenue and commissions related to the sale of goods by home shopping services
and in home wiring service contracts.
11
Service Costs. Service costs are comprised of variable expenses directly
attributable to the Systems. Variable operating expenses consist of costs
directly attributable to providing cable services to customers and therefore
generally vary directly with revenues. Variable operating expenses include
salaries and related costs of service and technical personnel, programming fees
paid to suppliers of programming included in the Systems' basic and premium
cable television services, as well as expenses related to maintenance of cable
plants, vehicles costs, pole rents and electricity.
THREE MONTHS ENDED SEPTEMBER 30, 1998
Revenues. The Company had revenue of $14.2 million for the three months
ended September 30, 1998. Average revenue per basic subscriber per month was
$37.26. Basic subscribers increased during the three months ended September 30,
1998 by 934 subscribers.
Service Costs. Service costs were $4.6 million for the three months ended
September 30, 1998. These costs include among other costs, programming costs,
service employee costs, repairs and maintenance costs, pole rents and
electricity. Average service costs per basic subscriber per month was $12.05.
Selling, General and Administrative. Selling, general and administrative
expenses were $2.6 million for the three months ended September 30, 1998.
Corporate overhead included in selling, general and administrative expense was
$.6 million for the three months ended September 30, 1998.
Depreciation and Amortization. Depreciation and amortization expense for
the three months ended September 30, 1998 were $6.8 million.
Interest Expense. Interest expense was $4.7 million for the three months
ended September 30, 1998. This amount represents interest on the Notes, Credit
Agreement, and the amortization of the Company's interest rate cap agreement for
the three month period ended September 30, 1998.
Provision for Taxes. Renaissance Louisiana and Renaissance Tennessee have
elected to be treated as corporations for United States federal income tax
purposes. The provision for taxes for the three months ended September 30, 1998
represents Tennessee Corporate Franchise tax expense. No income tax benefit for
the loss incurred for the three months ended September 30, 1998 has been
recorded due to the uncertainty of the realization of such loss during the
related carry forward period.
Net Loss. For the reasons discussed above, net loss for the three months
ended September 30, 1998 was $4.4 million.
NINE MONTHS ENDED SEPTEMBER 30, 1998
The systems passed 181,137 homes, had 127,919 basic subscribers and had
59,831 premium service units at September 30, 1998.
Revenues. The Company had revenue of $27.2 million for the nine months
ended September 30, 1998. This amount represents the revenue of the Systems for
the period from April 9, 1998 to September 30, 1998. Average revenue per basic
subscriber per month was $37.05.
Service Costs. Service costs were $8.8 million for the nine months ended
September 30, 1998. This amount represents the costs incurred at the Systems'
locations for the period from April 9, 1998 to September 30, 1998 and include
among other costs, programming costs, service employee costs, repairs and
maintenance costs, pole rents and electricity.
12
Selling, General and Administrative. Selling, general and administrative
expenses were $5.0 million for the nine months ended September 30, 1998.
Corporate overhead costs include approximately $.1 million of corporate overhead
incurred prior to the consummation of the Acquisition of the Systems on April 9,
1998.
Depreciation and Amortization. Depreciation and amortization consists of
depreciation and amortization primarily for the period from April 9, 1998 to
September 30, 1998 as the Company had no material assets subject to depreciation
or amortization prior to April 9, 1998.
Interest Expense. Interest expense was $9.1 million for the nine months
ended September 30, 1998. This amount represents interest on the Notes and the
Credit Agreement for the period April 9, 1998 to September 30, 1998.
Provision for Taxes. Renaissance Louisiana and Renaissance Tennessee have
elected to be treated as corporations for United States federal income tax
purposes. The provision for taxes for the nine months ended September 30, 1998
represents Tennessee Corporate Franchise tax expense. No income tax benefit for
the loss incurred through September 30, 1998 has been recorded due to the
uncertainty of the realization of such loss during the related carry forward
period.
Net Loss. Net loss for the nine months ended September 30, 1998 was $8.0
million, of which approximately $7.9 million was incurred during the period from
April 9, 1998 through September 30, 1998.
NINE MONTHS ENDED SEPTEMBER 30, 1998 (PRO FORMA) COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1997 (PRO FORMA)
The following discussion gives pro forma effect to the offering of the
Notes, Credit Agreement and the Acquisition (collectively the "Transactions") as
if they had occurred as of January 1, 1998 and 1997, and is provided for
informational purposes. It does 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. As the
Company had no operations prior to the acquisition of the TWI Cable Systems
discussed above and in Note 4 to the Company's Consolidated Financial
Statements, the following discussion compares the nine months ended September
30, 1998 Pro Forma results of operations to the nine months ended September 30,
1997 Pro Forma Financial results of operations. The discussion relating to the
pro forma comparisons has been condensed due to different grouping of expenses
between TWI Cable and the Company.
The Systems served 127,919 basic subscribers at September 30, 1998 compared
with 125,405 basic subscribers at September 30, 1997, an increase of 2,514
subscribers or 2.0%. Homes passed increased to 181,137 at September 30, 1998
from 177,402 at September 30, 1997, an increase of 3,735 homes passed or 2.1%.
Premium service units decreased to 59,831 at September 30, 1998 from 66,718 at
September 30, 1997.
Revenues. Revenues increased $4.4 million, or 11.7%, to $42.4 million for
the nine months ended September 30, 1998 from $38.0 million for the nine months
ended September 30, 1997. There were no pro forma adjustments to revenues.
The increase in revenues for the nine months ended September 30, 1998
resulted primarily from increases in basic revenue and other revenue. Basic
revenue increased due to an increase in the weighted average monthly
subscription rate for basic service to $7.88 in 1998 from $7.69 in 1997 and an
increase in the weighted average monthly subscription rate for cable programming
service tiers ("CPST" ) to $20.28 in 1998 from $17.33 in 1997. In addition,
basic revenue increased due to the increase in subscribers in the nine months
ended September 30, 1998. Other revenue components including home shopping,
pay-per-view and advertising revenue increased, while additional outlet revenue
decreased.
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Expenses. Expenses increased $1.7 million, or 4.2%, to $42.0 million for
the nine months ended September 30, 1998 from $40.3 million for the nine months
ended September 30, 1997. The increase in system operating expenses for the
nine months ended September 30, 1998 resulted primarily from increases in
programming costs due to annual price increases and the addition of new
programming services and increases in other overhead costs such as insurance,
electricity, pole rents and property taxes, offset in part by increases in
capitalized internal labor and overhead costs attributable to increased capital
projects.
Operating Income. Operating income increased $2.7 million to $.4 million
for the nine months ended September 30, 1998 from an operating loss of $2.3
million for the nine months ended September 30, 1997. The increase in operating
income resulted from the increase in revenue of $4.4 million offset in part by
the increase in operating expenses of $1.7 million for the nine month period
ended September 30, 1998.
Net Loss. For the reasons discussed above, net loss decreased $2.7
million, or 16.5%, to $13.9 million for the nine months ended September 30, 1998
from $16.6 million for the nine months ended September 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The cable television business requires substantial capital for the
upgrading, expansion and maintenance of signal distribution equipment, as well
for home subscriber devices and wiring and for service vehicles. The Company
will continue to deploy fiber optic technology and to upgrade the Systems to a
minimum of 550 MHz and to 860 MHz where system characteristics warrant. The
deployment of fiber optic technology will allow the Company to complete future
upgrades to the Systems in a cost-effective manner. In addition, the Company
believes that the application of digital compression technology will likely
reduce the requirement in the future for upgrades to increase capacity beyond
860 MHz.
The working capital requirements of a cable television business are
generally not significant since subscribers are billed for services monthly in
advance, while the majority of expenses incurred (except for payroll) are paid
generally 30-60 days after their incurrence.
The Systems' net cash provided by operations was $16.1 million for the nine
months ended September 30, 1998. The Systems' net cash used in investing
activities was $313.8 million for the nine months ended September 30, 1998
consisting primarily of the acquisition of the Systems. Net cash provided by
financing activities was $302.8 for the nine months ended September 30, 1998
consisting primarily of the proceeds received by the Company from: (i) the
Credit Agreement, (ii) the Notes and (iii) capital contributions.
EBITDA represents operating (loss) before depreciation and amortization.
EBITDA is not intended to be a performance measure that should be regarded as an
alternative either to operating income or net income as an indicator of
operating performance or to the statement of cash flows as a measure of
liquidity, as determined in accordance with generally accepted accounting
principles. EBITDA is included herein because the Company believes that EBITDA
is a meaningful measure of performance as it is commonly used in the cable
television industry to analyze and compare cable television companies on the
basis of operating performance, leverage and liquidity. In addition, the
primary debt instruments of the Company contain certain covenants, compliance
with which is measured by computations similar to determining EBITDA. The
Company's definition of EBITDA may not be identical to similarly titled measures
by other companies. The System's EBITDA was $13.3 and $7.0 million for the nine
months and three months ended September 30, 1998, respectively, (49.0% and 49.5%
of revenue, respectively).
Simultaneously with the offering of the Notes: (i) the Company received
equity contributions of $95.1 million from the Morgan Stanley Entities and $3.9
million from the Management Investors; (ii) Renaissance Media, as borrower, and
Renaissance Louisiana, Renaissance Tennessee and Renaissance Capital, as
guarantors, entered into the Credit Agreement, consisting of $110.0 million in
Term Loans and the $40.0 million Revolver; and (iii) Renaissance Media acquired
the Systems from TWI Cable for $300.0 million in cash and the issuance to TWI
Cable of a $9.5 million equity interest in Holdings.
14
The Company used the net proceeds from the Notes offering, together with
the equity contributions and borrowings under the Term Loans, to consummate the
Acquisition. The Company has approximately $207.3 million of indebtedness
outstanding and unused commitments under the Revolver of $40.0 million. Subject
to compliance with the terms of the Credit Agreement, borrowings under the
Revolver will be available for working capital purposes, capital expenditures
and acquisitions. In July 1998 the Company received additional equity
contributions of $.1 million from Holdings.
The Company expects to make substantial investments in capital to: (i)
upgrade its cable plant; (ii) build line extensions; (iii) purchase new
equipment; and (iv) acquire the equipment necessary to implement its digital and
Internet and data transmission strategy. In 1998, the Company estimates it will
make capital expenditures of approximately $5.0 million, down from its original
estimate of $9.8 million, due to design delays relating to plant upgrades. The
difference in estimates will be carried over into 1999. 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 to satisfy the Company's working capital, capital expenditure
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 Company also expects that it will require additional financing if the
Company's development plans or projections change or prove to be inaccurate or
the Company engages in any acquisitions. Sources of additional financing may
include commercial bank borrowings, vendor financing or the private or public
sale of equity or debt securities. There can be no assurances that such
financing will be available on terms acceptable to the Company or at all.
Borrowings under the Credit Agreement bear interest at floating rates,
although the Company is required to maintain interest rate protection programs.
Renaissance Media's obligations under the Credit Agreement are secured by
substantially all the assets of Renaissance Media.
The Company is subject to interest rate fluctuations on its Credit
Agreement ($102.5 million outstanding at September 30, 1998) and, accordingly,
has entered into an interest rate cap agreement with a notional amount of $100.0
million. This agreement serves to cap the interest rates associated with the
Company's variable rate debt under the Credit Agreement. The cap agreement
protects the Company from increased interest costs if LIBOR exceeds 7.25% and
expires on December 1, 1999.
The Company assesses its interest rate protection options on an ongoing
basis with a goal of having in place interest rate protection plans as it deems
appropriate, based on its assessment of future interest rates balanced against
the cost of such plans and the degree of interest rate fluctuation risk the
Company believes is appropriate.
YEAR 2000 ISSUES
The Company relies on computer systems, related software applications and
other control devices in operating and monitoring all major aspects of its
business, including, but not limited to, its financial systems (such as general
ledger, accounts payable and payroll modules), subscriber billing systems,
internal networks and telecommunications equipment. The Company also relies,
directly and indirectly, on the external systems of various independent business
enterprises, such as its suppliers and financial organizations, for the accurate
exchange of date and related information.
The Company continues to assess the likely impact of Year 2000 issues on
its business operations, including its material information technology ("IT")
and non-IT applications. These material applications include all billing and
subscriber information systems, general ledgers, phone switches and certain
headend applications, all of which are third party supported. The Company has
received written assurances from the providers of all third party-supported
applications to the effect that such applications are either Year 2000 compliant
or subject to plans to become Year 2000 compliant. The Company is currently
quantifying its non-IT applications, which may be affected by Year 2000 issues
and have an effect on its operations.
15
The Company continues to monitor Year 2000 issues and expects to have all
systems identified by the end of 1998 and compliance determinations completed by
the end of the first calendar quarter of 1999. Based on the results of its
compliance determinations, appropriate contingency plans will be finalized to
the extent possible.
The Company has not incurred any material Year 2000 costs to date, and
excluding the need for contingency plans, does not expect to incur any material
Year 2000 costs in the future because most of the applications it uses are
maintained by third parties who have borne such Year 2000 compliance costs.
The Company cannot be certain that it or third parties supporting its
systems have resolved or will resolve all Year 2000 issues in a timely manner.
Failure by the Company or any such third party to successfully address the
relevant Year 2000 issues could result in disruptions of the Company's business
and the incurrence of significant expenses by the Company. Additionally, the
Company could be affected by any disruption to third parties with which the
Company does business if such third parties have not successfully addressed
their Year 2000 issues.
IMPACT OF INFLATION
With the exception of programming costs, the Company does not believe that
inflation has had or will likely have a significant effect on its results of
operations or capital expenditure programs. Programming cost increases in the
past have tended to exceed inflation and may continue to do so in the future.
The Company, in accordance with FCC regulations, may pass along programming cost
increases to its subscribers.
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PART II
OTHER INFORMATION
Item 5. Other Information
In addition to the members of the Boards of Representatives of Media and
Holdings set forth in the section entitled "Management" of the prospectus
contained in the Company's Registration Statement on Forms S1 and S4 (File No.
333-56679) (the "Prospectus"), Michael M. Janson, age 50 as of March 20, 1998,
has also been a member of the Boards of Representatives of Holdings and Media
since the date of such prospectus. His biographical data is set forth below:
Michael M. Janson, a Managing Director of Morgan Stanley & Co.
Incorporated and of Morgan Stanley Capital Partners III, Inc., was previously a
Managing Director of Morgan Stanley's Global High Yield Capital Markets Group
prior to joining Morgan Stanley's Private Equity Group. He is also a director
of Jefferson Smurfit Corporation and American Color Graphics Inc.
In addition to the information set forth in the section entitled "Plan of
Distribution" of the Prospectus the Company advises that Alan E. Goldberg,
Michael M. Janson and Amy Rosen-Wildstein are (and have been since the date of
the Prospectus) a Managing Director, a Managing Director and an Associate,
respectively, of Morgan Stanley Capital Partners III, Inc., the general partner
of MSCP III, an affiliate of Morgan Stanley & Co., Incorporated, the placement
agent for the Notes.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) The Registrants filed a report on Form 8-K on October 8, 1998, which
announced the completion of the Registrants exchange offer for its outstanding
10% Senior Discount Notes due 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrants have
duly caused this report to be signed on their behalf by the undersigned,
thereunto duly authorized.
/s/ Fred H. Schulte
--------------------
Fred H. Schulte
President, Chief Executive Officer, Chairman
and a Representative of Renaissance Media Group
LLC, Renaissance Media (Louisiana) LLC and
Renaissance Media (Tennessee) LLC and
President, Chief Executive Officer, Chairman
and a Director of Renaissance Media Capital
Corporation (Principal Executive Officer of
Renaissance Media Group LLC, Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee)
LLC and Renaissance Media Capital Corporation)
Date: November 12, 1998
/s/ Mark W. Halpin
------------------
Mark W. Halpin
Executive Vice President, Chief Financial
Officer, Treasurer and a Representative of
Renaissance Media Group LLC, Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee)
LLC and a Director of Renaissance Media Capital
Corporation (Principal Financial Officer and
Principal Accounting Officer of Renaissance
Media Group LLC, Renaissance Media (Louisiana)
LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Capital Corporation)
Date: November 12, 1998
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