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 JUNE 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
RENAISSANCE MEDIA (LOUISIANA) LLC 333-56679-02
RENAISSANCE MEDIA (TENNESSEE) LLC 333-56679-01
RENAISSANCE MEDIA CAPITAL CORPORATION 333-56679-03
(Exact names of Registrants as specified in their charters)
Delaware 14-1803051
Delaware 14-1801165
Delaware 14-1801164
Delaware 14-1803049
(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.
[Number of shares of common stock outstanding as of the date hereof of
Renaissance Media Capital Corporation: 100]
---
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
QUARTERLY REPORT
FOR THE PERIOD ENDED JUNE 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 13
of Financial Condition and Results of Operations
PART II OTHER INFORMATION
Items 1 - 6. None
Renaissance Media Group LLC
Consolidated Balance Sheets
(All Dollar Amounts in 000's)
ASSETS
June 30, 1998 December 31, 1997
(unaudited)
------------- -----------------
Cash and cash equivalents $3,287 $903
Accounts receivable - trade (less allowance for doubtful accounts of $94 in 1998) 1,022 _
Accounts receivable - other 400 3
Prepaid expenses and other assets 362 409
Escrow deposit _ 15,000
Investment in cable television systems:
Property, plant and equipment 65,915 _
Less: accumulated depreciation (1,540) _
------------ -------------
64,375 _
Cable television franchises 236,960 _
Less: accumulated amortization (3,598) _
------------ -------------
233,362 _
Intangible assets 17,486 692
Less: accumulated amortization (350) (4)
------------ -------------
17,136 688
------------ -------------
Total Investment in cable television systems 314,873 688
------------ -------------
TOTAL ASSETS $319,944 $17,003
============ =============
LIABILITIES AND MEMBERS' EQUITY
Accounts payable $651 $12
Accrued expenses 8,308 955
Subscriber advance payments and deposits 602 _
Deferred marketing support 508 _
Advances from affiliates 207 _
Other liabilities 4 _
Due to management investors _ 1,000
Debt 204,786 _
------------ --------------
TOTAL LIABILITIES 215,066 1,967
MEMBERS' EQUITY:
Paid in capital 108,500 15,000
Accumulated (deficit) earnings (3,622) 36
------------ --------------
Total members' equity 104,878 15,036
------------ --------------
TOTAL LIABILITIES & MEMBERS' EQUITY $319,944 $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 Six Months Ended
June 30, 1998 June 30, 1998
(unaudited) (unaudited)
---------------------- ------------------
Revenues $12,921 $12,921
---------------------- ------------------
Cost & Expenses
Service costs 4,206 4,206
Selling, general & administrative 2,350 2,452
Depreciation & amortization 5,456 5,457
---------------------- ------------------
Operating income 909 806
---------------------- ------------------
Interest income 60 60
Interest (expense) (4,376) (4,389)
---------------------- ------------------
(Loss) before provision for taxes (3,407) (3,523)
---------------------- ------------------
Provision for taxes 75 75
---------------------- ------------------
Net (loss) $(3,482) $(3,598)
====================== ==================
See accompanying 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
------------------------- ---------------------- -----------------
Balance January 1, 1998 $ - $ - $ -
Accumulated Deficit - Renaissance
Media LLC - December 31, 1997 (24) (24)
Capital contributions 108,500 _ 108,500
Net (loss) _ (3,598) (3,598)
------------------------- ---------------------- -----------------
Balance June 30, 1998 $108,500 $(3,622) $104,878
========================= ====================== =================
See accompanying notes to consolidated financial statements
3
Renaissance Media Group LLC
Consolidated Statement of Cash Flows
(All Dollar Amounts in 000's)
Six Months Ended
June 30, 1998
(unaudited)
-----------------------------
Operating Activities:
Net Income (loss) $(3,598)
Adjustments to non-cash and non-operating items:
Depreciation and amortization 5,483
Accretion on senior discount notes and non-cash interest expense 2,274
Changes in operating assets and liabilities:
Accounts receivable - other (400)
Accounts receivable - trade, net (1,022)
Prepaid expenses and other assets (360)
Accounts payable 640
Accrued expenses 8,298
Subscriber advance payments and deposits 602
Other liabilities 4
Advances from affiliates 104
Deferred marketing support 509
-----------------------------
Net cash provided by operating activities 12,534
Investing Activities:
Purchased cable television systems:
Property, plant and equipment (65,216)
Cable television franchises (235,676)
Cash paid in excess of identifiable assets (8,608)
Capital expenditures (691)
Cable television franchises (1,235)
Other Intangible assets (490)
-----------------------------
Net cash used in investing activities (311,916)
Financing Activities:
Debt acquisition costs (8,343)
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) 108,500
-----------------------------
Net cash provided by financing activities 302,669
-----------------------------
Net increase in cash and cash equivalents 3,287
Cash and cash equivalents at beginning of period _
-----------------------------
Cash and cash equivalents at end of period $3,287
=============================
See accompanying notes to consolidated financial statements
4
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(UNAUDITED)
1. ORGANIZATION
Renaissance Media Group LLC ("Group") was formed on March 13, 1998 by
Renaissance Media Holdings LLC ("Holdings"). 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. 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 of which Media
became a subsidiary of 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 4. Prior to this Acquisition, the Company had no operations other than
start-up related activities.
2. BASIS OF PRESENTATION
The balance sheet at December 31, 1997 sets forth the combined balance
sheets of Holdings and Media as (i) management believes that the combined
balance sheet presents the financial position of what became the ultimate legal
entity structure upon the closing of the Acquisition (see Note 4) and the
offering of the Senior Discount Notes (see Note 5), (ii) Media and Holdings were
the only legal operating entities in existence at December 31, 1997 with any
assets, liabilities, revenues or expenses (iii) Media and Holdings were under
common control, and (iv) subsequent to December 31, 1997, Media became a wholly-
owned subsidiary of Group. The financial statements presented herein for
periods subsequent to December 31, 1997 do not include interest income earned
and expenses incurred by Holdings.
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.
5
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
3. 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.
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 and Equipment
Property and equipment are stated at cost. Replacements, renewals and
improvements are capitalized. Maintenance and repairs are charged to expense as
incurred. Depreciation of
6
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
property 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
The Company periodically reviews the carrying value of its long-lived
assets, including property, 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.
Cable Television Franchises and Intangible Assets
Costs assigned to franchise agreements, goodwill, deferred financing and
other intangible assets are amortized using the straight-line method over the
following estimated useful lives:
Goodwill......................................... 25 years
Franchise agreements............................. 15 years
Deferred financing and other intangible assets... 2 - 10 years
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 service is provided.
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
7
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
4. ACQUISITION
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 8.8% interest in
Holdings, determined by dividing the TWI Cable interests of 9,500 units by the
total units outstanding of Holdings of 108,500. 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 believe that any material adjustment to
such allocation is expected.
8
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
Unaudited Pro Forma summarized results of operations for the Company for
the six months ended June 30, 1998 and 1997, assuming the Acquisition had been
consummated on January 1, 1998 and 1997, are as follows:
SIX MONTHS ENDED JUNE 30,
-------------------------
1997 1998
---- ----
Revenues.......................................... $28,142 $ 25,176
Expenses.......................................... 28,007 26,727
------- --------
Operating (loss) income........................... 135 (1,551)
Interest expense and other expenses............... 9,621 9,621
------- --------
Net (Loss) $(9,486) $(11,172)
======= ========
5. DEBT
As of June 30, 1998, debt consisted of:
10.00% Senior Discount Notes at Accreted Value (a) ............. $102,286
Bank Credit Agreement (b)....................................... $102,500
-------
$204,786
========
(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. 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 June 30, 1998 was 8.11%.
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 June 30, 1998.
9
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
On June 30, 1998, the Company had unrestricted use of the $40,000 revolver,
although no borrowings had been made by the Company through that date.
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...................................................... (258)
--------
$102,242
========
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.
6. 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
franchise taxes.
10
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
7. 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) Transaction 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.
For the period from April 9, 1998 to June 30, 1998 the Company paid
Time Warner approximately $1,300 (including service fees of approximately $6 for
programming services under this agreement). In addition, the Company has
incurred programming costs of approximately $1,000 for programming services
owned directly or indirectly by Time Warner entities for the period from April
9, 1998 to June 30, 1998.
(c) Transactions with Management
Prior to the consummation of the Acquisition described in Note 4,
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.
11
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(ALL DOLLAR AMOUNTS IN 000'S EXCEPT WHERE INDICATED)
(Unaudited)
8. ACCRUED EXPENSES
Accrued expenses as of June 30, 1998 consist of the following:
Accrued programming costs................................. $2,641
Accrued interest.......................................... 1,777
Accrued franchise fees.................................... 1,199
Accrued legal and professional fees....................... 1,119
Accrued salaries and wages................................ 303
Other accrued expenses.................................... 1,269
------
$8,308
======
9. 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
approximated $32 for the period from April 9, 1998 to June 30, 1998.
12
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 June 30, 1998, passed
180,561 homes, served 126,985 basic subscribers and had 60,189 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 June 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
13
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.
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.
Selling, General and Administrative. Selling, general and administrative
expenses include, among other things, salaries and related costs of office and
customer service personnel, insurance, telephone, marketing, billing, taxes,
copyright and franchise fees and corporate overhead.
Depreciation and Amortization. Depreciation and amortization include
depreciation of the Systems' network and equipment, amortization of goodwill and
intangible assets and losses or gains recognized on the disposal of assets.
SIX MONTHS ENDED JUNE 30, 1998
The Systems passed 180,561 homes, had 126,985 basic subscribers and had
60,189 premium service units at June 30, 1998.
Revenues. The Company had revenue of $12.9 million for the six months
ended June 30, 1998. This revenue represents the revenue of the Systems for the
period from April 9, 1998 to June 30, 1998. Revenue per basic subscriber per
month was $37.29.
14
Service Costs. Service costs were $4.2 million for the six months ended
June 30, 1998. These costs represent the costs incurred at the Systems'
locations for the period from April 9, 1998 to June 30, 1998 and include among
other costs, programming costs, service employee costs, repairs and maintenance
costs, pole rents and electricity.
Selling, General and Administrative. Selling, general and administrative
expenses were $2.5 million for the six months ended June 30, 1998. Corporate
overhead costs include approximately $.2 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
June 30, 1998 as the Company had no material assets subject to depreciation or
amortization prior to April 9, 1998.
Interest Expense. Interest expense was $4.4 million for the six months
ended June 30, 1998. This amount represents interest on the Notes and the Credit
Agreement for the period April 9, 1998 to June 30, 1998 and amortization of the
Company's interest rate cap agreement for the six month period ended June 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 provisions for taxes for the six months ended June 30, 1998
represent Tennessee franchise tax expense. No income tax benefit for the loss
incurred through June 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 six months ended June 30, 1998 was $3.6
million, of which approximately $3.4 million was incurred during the period
April 9, 1998 through June 30, 1998.
SIX MONTHS ENDED JUNE 30, 1998 (PRO FORMA) COMPARED WITH SIX MONTHS ENDED JUNE
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 six months ended June 30, 1998, Pro Forma
Financial Statements to the six months ended June 30, 1997 Pro Forma Financial
Statements. 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 126,985 basic subscribers at June 30, 1998 compared with
124,880 basic subscribers at June 30, 1997, an increase of 2,105 subscribers or
1.7%. Homes passed increased to 180,561 at June 30, 1998 from 176,985 at June
30, 1997, an increase of 3,576
15
homes passed or 2.0%. Premium service units decreased to 60,189 at June 30,
1998 from 64,800 at June 30, 1997.
Revenues. Revenues increased $2.9 million, or 11.8%, to $28.1 million for
the six months ended June 30, 1998 from $25.2 million for the six months ended
June 30, 1997. There were no pro forma adjustments to revenues.
The increase in revenues for the six months ended June 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 CPST to $20.28 in 1998 from
$17.33 in 1997. In addition, basic revenue increased due to the increase in
subscribers in the six months ended June 30, 1998. Other revenue components
including home shopping, pay-per-view and advertising revenue increased, while
additional outlet revenue decreased.
Expenses. Expenses increased $1.3 million, or 4.8%, to $28.0 million for
the six months ended June 30, 1998 from $26.7 million for the six months ended
June 30, 1997. The increase in system operating expenses for the six months
ended June 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 electricity, pole rents and property
taxes.
Operating Income. Operating income increased $1.7 million to $.1 million
for the six months ended June 30, 1998 from an operating loss of $1.6 million
for the six months ended June 30, 1997. The increase in operating income
resulted from the increase in revenue of $3.0 million offset in part by the
increase in operating expenses of $1.3 million for the six month period ended
June 30, 1998.
Net Loss. For the reasons discussed above, net loss decreased $1.7
million, or 15.0%, to $9.5 million for the six months ended June 30, 1998 from
$11.2 million for the six months ended June 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.
16
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 $12.5 million for the six
months ended June 30, 1998. The Systems' net cash used in investing activities
was $311.9 million for the six months ended June 30, 1998 consisting primarily
of the acquisition of the Systems. Net cash provided by financing activities was
$302.7 for the six months ended June 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 $6.3 million (48.5% of revenue) for
the six months ended June 30, 1998.
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.
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 has approximately $204.8 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.
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 $9.8 million. 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
17
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 June 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.
18
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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its 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
(Tennessee) LLC and Renaissance Media Capital
Corporation)
Date: October 19, 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 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: October 19, 1998
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