UNITED STATES
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 March 31, 2002.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ______ to ______.
Commission File Numbers:
333-56679
333-56679-02
333-56679-01
333-56679-03
RENAISSANCE MEDIA GROUP LLC*
RENAISSANCE MEDIA (LOUISIANA) LLC*
RENAISSANCE MEDIA (TENNESSEE) LLC*
RENAISSANCE MEDIA CAPITAL CORPORATION*
--------------------------------------
(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
incorporation or organization) Identification No.)
12405 Powerscourt Drive
St. Louis, Missouri 63131
------------------- -----
(Address of principal executive offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
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 X No
Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date:
All of the limited liability company membership interests of Renaissance
Media (Louisiana) LLC and Renaissance Media (Tennessee) LLC are held by
Renaissance Media Group LLC. All of the issued and outstanding shares of
capital stock of Renaissance Media Capital Corporation are held by
Renaissance Media Group LLC. All of the limited liability company membership
interests of Renaissance Media Group LLC are held by Charter Communications,
LLC (and indirectly by Charter Communications Holdings, LLC, a reporting
company under the Exchange Act). There is no public trading market for any
of the aforementioned limited liability company membership interests or
shares of capital stock.
* Renaissance Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance
Media (Tennessee) LLC and Renaissance Media Capital Corporation meet the
conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and
are therefore filing this Form with the reduced disclosure format.
RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
TABLE OF CONTENTS
PAGE
Part I. Financial Information
Item 1. Financial Statements - Renaissance Media Group LLC and Subsidiaries. 3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K. 11
Signatures. 12
NOTE: Separate financial statements of Renaissance Media Capital Corporation
have not been presented as it had no operations and substantially no assets or
equity. Accordingly, management has determined that such financial statements
are not material.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended, regarding, among other things, our
plans, strategies and prospects, both business and financial. Although we
believe that our plans, intentions and expectations reflected in or suggested by
these forward-looking statements are reasonable, we cannot assure you that we
will achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. Many
of the forward-looking statements contained in this Quarterly Report may be
identified by the use of forward-looking words such as "believe," "expect,"
"anticipate," "should," "planned," "will," "may," "intend," "estimated," and
"potential," among others. Important factors that could cause actual results to
differ materially from the forward-looking statements we make in this Quarterly
Report are set forth in this Quarterly Report and in other reports or documents
that we file from time to time with the United States Securities and Exchange
Commission or the SEC, and include, but are not limited to:
- our plans to achieve growth by offering advanced products and
services;
- our anticipated capital expenditures for our upgrades and new
equipment and facilities;
- our ability to fund capital expenditures and any future acquisitions;
- the effects of governmental regulation on our business;
- our ability to compete effectively in a highly competitive and
changing environment;
- our ability to obtain programming as needed and at a reasonable price;
and
- general business and economic conditions, particularly in light of the
uncertainty stemming from recent terrorist activities in the United
States and the armed conflict abroad.
All forward-looking statements attributable to us or a person acting on
our behalf are expressly qualified in their entirety by this cautionary
statement. We are under no obligation to update any of the forward-looking
statements after the date of this Quarterly Report to conform these statements
to actual results or to changes in our expectations.
2
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
MARCH 31,
2002 DECEMBER 31,
(UNAUDITED) 2001
----------- -------------
ASSETS
CURRENT ASSETS:
Accounts receivable, less allowance for doubtful
accounts of $396 and $468, respectively $ 686 $ 1,540
Prepaid expenses and other current assets 319 104
-------- --------
Total current assets 1,005 1,644
-------- --------
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated
depreciation of $54,985 and $48,610, respectively 160,131 163,681
Franchises, net of accumulated amortization of $73,853 341,586 341,586
-------- --------
Total investment in cable properties, net 501,717 505,267
-------- --------
OTHER ASSETS 175 244
-------- --------
Total assets $502,897 $507,155
======== ========
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 12,635 $ 15,124
Payables to manager of cable systems - related parties 73,779 74,952
-------- --------
Total current liabilities 86,414 90,076
-------- --------
LONG-TERM DEBT 105,931 103,565
MEMBER'S EQUITY 310,552 313,514
-------- --------
Total liabilities and member's equity $502,897 $507,155
======== ========
See accompanying notes to consolidated financial statements.
3
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2002 2001
----------- ----------
(UNAUDITED)
REVENUES $ 23,690 $ 20,648
----------- ----------
OPERATING EXPENSES:
Operating, general and administrative 13,231 10,189
Depreciation and amortization 10,670 16,418
Corporate expense charges - related parties 340 326
----------- ----------
24,241 26,933
----------- ----------
Loss from operations (551) (6,285)
----------- ----------
OTHER INCOME (EXPENSE):
Interest expense (2,366) (2,137)
Other, net (45) (32)
----------- ----------
(2,411) (2,169)
----------- ----------
Net loss $ (2,962) $ (8,454)
=========== ==========
See accompanying notes to consolidated financial statements.
4
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2002 2001
---------- ----------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,962) $ (8,454)
Adjustments to reconcile net loss to net cash flows from
operating activities:
Depreciation and amortization 10,670 16,418
Noncash interest expense 2,366 2,137
Changes in operating assets and liabilities:
Accounts receivable 854 (2,134)
Prepaid expenses and other current assets (153) (292)
Accounts payable and accrued expenses (2,489) (17,063)
Payables to related parties (1,173) 14,165
---------- ----------
Net cash flows from operating activities 7,113 4,777
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (7,113) (6,586)
---------- ----------
Net cash flows from investing activities (7,113) (6,586)
---------- ----------
NET CHANGE IN CASH -- (1,809)
CASH, beginning of period -- 1,809
---------- ----------
CASH, end of period $ -- $ --
========== ==========
See accompanying notes to consolidated financial statements.
5
1. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements of the Renaissance
Media Group LLC (the Company) include the accounts of the Company and its
wholly-owned subsidiaries. All material intercompany transactions and balances
have been eliminated in consolidation. The Company is an indirect wholly-owned
subsidiary of Charter Communications Operating, LLC from which the Company
receives funding as needed. As of March 31, 2002, the Company owns and operates
cable systems serving approximately 148,100 customers. The Company currently
offers a full array of traditional analog cable services and advanced bandwidth
services such as digital cable television, interactive video programming,
Internet access through television-based service, dial-up telephone modems and
high-speed cable modems, and video-on-demand. The Company operates primarily in
the states of Tennessee and Louisiana.
Reclassifications
Certain 2001 amounts have been reclassified to conform with the 2002
presentation.
2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS
The accompanying consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the rules and regulations of
the Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures typically included in the Company's Annual Report on Form
10-K have been condensed or omitted for this Quarterly Report.
The accompanying consolidated financial statements are unaudited;
however, in the opinion of management, such statements include all adjustments,
which consist of only normal recurring adjustments, necessary for a fair
presentation of the results for the periods presented. Interim results are not
necessarily indicative of results for a full year.
3. INTANGIBLE ASSETS
In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142, among other things, eliminates the amortization of
goodwill and indefinite-lived intangible assets. The Company has sufficiently
upgraded the technological state of its cable systems and now has sufficient
experience with the local franchise authorities where it acquired franchises to
conclude substantially all franchises will be renewed indefinitely.
On January 1, 2002, the Company adopted SFAS No. 142. Accordingly,
beginning January 1, 2002, all franchises that qualify for indefinite life
treatment under SFAS No. 142 are no longer being amortized against earnings and
will be tested for impairment annually, or more frequently as warranted by
events or changes in circumstances. During the first quarter of 2002, the
Company had an independent appraisal performed to determine the valuations of
its franchises. Franchises were aggregated into essentially inseparable
reporting units to conduct the valuations. The valuation determined that the
fair value of each of the Company's reporting units exceeded their carrying
amount. As a result, no impairment charge was recorded upon adoption. The
carrying amount of franchises at March 31, 2002 and December 31, 2001 was $341.6
million.
6
As required by SFAS No. 142, the standard has not been retroactively
applied to the results for the period prior to adoption. A reconciliation of net
loss for the three months ended March 31, 2002 and 2001, as if SFAS No. 142 had
been adopted as of January 1, 2001, is presented below (in thousands):
2002 2001
------- -------
NET LOSS:
Reported net loss $(2,962) $(8,454)
Add back: amortization of indefinite-lived franchises -- 6,924
------- -------
Adjusted net loss $(2,962) $(1,530)
======= =======
4. RECENTLY ISSUED ACCOUNTING STANDARDS
In April 2002, the Financial Accounting Standards Board (FASB) issued
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections." SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. SFAS No. 145 will be adopted by the company beginning January 1,
2003, except for the provisions relating to the amendment of SFAS No. 13, which
will be adopted for transactions occurring subsequent to May 15, 2002. Adoption
of SFAS No. 145 will not have a material impact on the consolidated financial
statements of the Company.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The following table summarizes amounts and the percentage of total
revenues for certain items for the periods indicated (dollars in thousands):
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
------------------- ---------------------
% OF % OF
AMOUNT REVENUES AMOUNT REVENUES
------ --------- ------ ---------
Revenues $ 23,690 100.0% $ 20,648 100.0%
-------- ----- -------- -----
Operating expenses:
Operating, general and administrative 13,231 55.9% 10,189 49.3%
Depreciation and amortization 10,670 45.0% 16,418 79.5%
Corporate expense charges - related parties 340 1.4% 326 1.6%
-------- ----- -------- -----
24,241 102.3% 26,933 130.4%
-------- ----- -------- -----
Loss from operations (551) (2.3)% (6,285) (30.4)%
Other income (expense):
Interest expense (2,366) (10.0)% (2,137) (10.3)%
Other, net (45) (0.2)% (32) (0.2)%
-------- ----- -------- -----
(2,411) (10.2)% (2,169) (10.5)%
-------- ----- -------- -----
Net loss $ (2,962) (12.5)% $ (8,454) (40.9)%
======== ===== ======== =====
Other financial and operational data for the periods indicated follows
(dollars in thousands, except average monthly revenue per basic customer):
THREE MONTHS ENDED MARCH 31,
----------------------------
2002 2001
----------- -------------
EBITDA (a) $ 10,074 $ 10,101
Adjusted EBITDA (b) 10,459 10,459
Cash flows from operating activities 7,113 4,777
Cash flows from investing activities (7,113) (6,586)
Homes passed (at period end) (c) 213,700 211,400
Basic customers (at period end) (d) 148,100 146,100
Basic penetration (at period end) (e) 69.3% 69.1%
Digital customers (at period end) (f) 48,600 40,700
Digital penetration (at period end) (g) 32.8% 27.9%
Cable modem customers (at period end) (h) 11,400 1,400
Average monthly revenue per basic customer (quarter) (i) $ 53.32 $ 47.11
(a) EBITDA represents earnings (loss) before interest and depreciation and
amortization. EBITDA is presented because it is a widely accepted financial
indicator of a cable company's ability to service indebtedness. However, EBITDA
should not be considered as an alternative to income (loss) from operations or
to cash flows from operating, investing or financing activities, as determined
in accordance with accounting principles generally accepted in the United
States. EBITDA should also not be construed as an indication of the Company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation herein may not
be comparable to other similarly titled measures of other companies.
Management's discretionary use of funds depicted by EBITDA may be limited by
working capital, debt service and capital expenditure requirements and by
restrictions related to legal requirements, commitments and uncertainties.
8
(b) Adjusted EBITDA represents EBITDA before corporate expense charges and other
income (expense). Adjusted EBITDA is presented because it is a widely accepted
financial indicator of a cable company's ability to service indebtedness.
However, adjusted EBITDA should not be considered as an alternative to income
(loss) from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with accounting principles generally
accepted in the United States. Adjusted EBITDA should also not be construed as
an indication of the Company's operating performance or as a measure of
liquidity. In addition, because adjusted EBITDA is not calculated identically by
all companies, the presentation herein may not be comparable to other similarly
titled measures of other companies. Management's discretionary use of funds
depicted by adjusted EBITDA may be limited by working capital, debt service and
capital expenditure requirements and by restrictions related to legal
requirements, commitments and uncertainties.
(c) Homes passed are the number of living units, such as single residence homes,
apartments and condominium units, passed by the cable distribution network in a
given cable system service area.
(d) Basic customers are customers who receive basic cable service.
(e) Basic penetration represents basic customers as a percentage of homes
passed.
(f) Digital customers are customers who receive digital cable service.
(g) Digital penetration represents digital customers as a percentage of basic
customers.
(h) Cable modem customers are customers who receive cable modem service.
(i) Average monthly revenue per basic customer represents revenues divided by
the number of months in the period divided by the number of basic customers at
period end.
COMPARISON OF RESULTS
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001
Revenues. Revenues increased $3.1 million, or 15.0%, to $23.7 million
for the three months ended March 31, 2002 from $20.6 million for the three
months ended March 31, 2001. The increase in revenues for the three months ended
March 31, 2002 resulted primarily from an increase in the number of digital and
cable modem customers coupled with general rate increases in basic and digital
service and higher advertising revenues.
Operating, General and Administrative Expenses. Operating, general and
administrative expenses increased $3.0 million, or 29.4%, to $13.2 million for
the three months ended March 31, 2002 from $10.2 million for the three months
ended March 31, 2001. This increase was primarily due to increased programming
expenses resulting from continued inflationary increases and increased channel
capacity, as well as net gains in customers.
Depreciation and Amortization Expense. Depreciation and amortization
expense decreased $5.7 million, or 34.8%, to $10.7 million for the three months
ended March 31, 2002 from $16.4 million for the three months ended March 31,
2001. This decrease was due primarily to the adoption of Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets,"
which requires that franchise intangible assets that meet the indefinite life
criteria of SFAS No. 142 no longer be amortized against earnings but instead be
tested for impairment on an annual basis. Upon adoption we did not incur an
impairment charge and eliminated the amortization of indefinite-lived assets.
Amortization of such assets totaled $6.9 million for the quarter ended March 31,
2001. This decrease was partially offset by the increase in depreciation expense
related to capital expenditures under our rebuild and upgrade program in 2001
and 2002.
Corporate Expense Charges - Related Parties. Corporate expense charges
for the three months ended March 31, 2002 and 2001, represent costs incurred on
our behalf by our affiliates, Charter Communication Holding Company, LLC and
Charter Communications, Inc. The increase was due primarily to general
inflationary cost increases during the three months ended March 31, 2002 as
compared with the three months ended March 31, 2001.
9
Interest Expense. Interest expense increased $0.3 million, or 14.3%, to
$2.4 million for the three months ended March 31, 2002 from $2.1 million for the
three months ended March 31, 2001. This increase is due to an increase in
average outstanding debt during the three months ended March 31, 2002 due to the
accrual of noncash interest expense.
Net Loss. Net loss decreased by $5.5 million, or 64.7%, to $3.0 million
for the three months ended March 31, 2002 from $8.5 million for the three months
ended March 31, 2001 as a result of the combination of the factors discussed
above.
RECENTLY ISSUED ACCOUNTING STANDARDS
In April 2002, the Financial Accounting Standards Board (FASB) issued
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections." SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. SFAS No. 145 will be adopted by the company beginning January 1,
2003, except for the provisions relating to the amendment of SFAS No. 13, which
will be adopted for transactions occurring subsequent to May 15, 2002. Adoption
of SFAS No. 145 will not have a material impact on the consolidated financial
statements.
CERTAIN TRENDS AND UNCERTAINTIES
Regulation and Legislation. Cable systems are extensively regulated at
the federal, state, and local level, including rate regulation of basic service
and equipment and municipal approval of franchise agreements and their terms,
such as franchise requirements to upgrade cable plant and meet specified
customer service standards. Cable operators also face significant regulation of
their channel carriage. They currently can be required to devote substantial
capacity to the carriage of programming that they would not carry voluntarily,
including certain local broadcast signals, local public, educational and
government access programming, and unaffiliated commercial leased access
programming. This carriage burden could increase in the future, particularly if
the Federal Communications Commission were to require cable systems to carry
both the analog and digital versions of local broadcast signals. The Federal
Communications Commission is currently conducting a proceeding in which it is
considering this channel usage possibility, although it recently issued a
tentative decision against such dual carriage.
There is also uncertainty whether local franchising authorities, state
regulators, the Federal Communications Commission, or the U.S. Congress will
impose obligations on cable operators to provide unaffiliated Internet service
providers with access to cable plant on non-discriminatory terms. If they were
to do so, and the obligations were found to be lawful, it could complicate our
operations in general, and our Internet operations in particular, from a
technical and marketing standpoint. These access obligations could adversely
impact our profitability and discourage system upgrades and the introduction of
new products and services. Multiple federal courts have now struck down
open-access requirements imposed by several different franchising authorities as
unlawful. In March 2002, the Federal Communications Commission adopted a policy
of regulatory forbearance concerning cable's provision of high-speed Internet
service, and it officially classified such service in a manner that makes open
access requirements unlikely. At the same time, the Federal Communications
Commission initiated a rulemaking proceeding that leaves open the possibility
that the Commission may assert regulatory control in the future. As we offer
other advanced services over our cable system, we are likely to face additional
calls for regulation of our capacity and operation. These regulations, if
adopted, could adversely affect our operations.
Management of Growth. We, along with our affiliated companies, have
experienced rapid growth that has placed and is expected to continue to place a
significant strain on our management, operations and other resources. Our future
success will depend in part on our ability to successfully integrate the
operations acquired. The failure to implement management, operating or financial
systems necessary to successfully integrate acquired operations or otherwise
manage growth when and as needed could have a material adverse effect on our
business, results of operations and financial condition.
New Services and Products. We expect that a substantial portion of our
future growth will be achieved through revenues from new products and services.
We may not be able to offer these new products and services successfully to our
customers and these new products and services may not generate adequate
revenues. If we are unable to grow our cash flow sufficiently, we may be unable
to fulfill our obligations or obtain alternative financing. Further, due to
declining market conditions and slowing economic trends during the last year,
both before and after the terrorist attacks on September 11, 2001, we cannot
assure you that we will be able to achieve our planned levels of growth as these
conditions and events may negatively affect the demand for our additional
services and products and spending by customers and advertisers.
Economic Slowdown; Terrorism; and Armed Conflict. Although we do not
believe that the terrorist attacks on September 11, 2001 and the subsequent
armed conflict and related events have resulted in any material changes to our
business and operations to date, it is difficult to assess the impact that these
events, combined with the general economic slowdown, will have on future
operations. These events, combined with the general economic slowdown, could
result in reduced spending by customers and advertisers, which could reduce our
revenues and operating cash flow. Additionally, an economic slowdown could
affect our ability to collect accounts receivable. If we experience reduced
operating revenues, it could negatively affect our ability to make expected
capital expenditures and could also result in our inability to meet our
obligations under our financing agreements. These developments could also have a
negative impact on our financing agreements through disruptions in the market or
negative market conditions. Terrorist attacks could interrupt or disrupt our
ability to deliver our services (or the services provided to us by programmers)
and could cause unforeseen damage to our physical facilities. Terrorism and the
related events may have other adverse effects on us, in ways that cannot be
presently predicted.
10
PART II. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
None.
(B) REPORTS ON FORM 8-K
On April 22, 2002, the registrant filed a current report on Form 8-K
dated April 22, 2002 to report that the registrant had changed its principal
independent accountants.
On April 26, 2002, the registrant filed a current report on Form 8-K/A
dated April 22, 2002 as an amendment to the Form 8-K dated and filed on April
22, 2002 regarding a change in its principal independent accountants.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrants have duly caused this Quarterly Report to be signed on
their behalf by the undersigned, thereunto duly authorized.
RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
Dated: May 10, 2002 By: CHARTER COMMUNICATIONS, INC.,
---------------------------------
Registrants' Manager
By: /s/ Kent D. Kalkwarf
-------------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) of
Charter Communications, Inc.
(Manager); Renaissance Media Group
LLC; Renaissance Media (Louisiana) LLC;
and Renaissance Media (Tennessee) LLC
By: /s/ Paul E. Martin
------------------------
Name: Paul E. Martin
Title: Senior Vice President - Corporate
Controller (Principal Accounting Officer)
of Charter Communications, Inc.
(Manager); Renaissance Media Group
LLC; Renaissance Media (Louisiana) LLC;
and Renaissance Media (Tennessee) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION
Dated: May 10, 2002 By: /s/ Kent D. Kalkwarf
-------------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) of
Charter Communications, Inc.
(Manager); Renaissance Media Group
LLC; Renaissance Media (Louisiana) LLC;
and Renaissance Media (Tennessee) LLC
By: /s/ Paul E. Martin
------------------------
Name: Paul E. Martin
Title: Senior Vice President - Corporate
Controller (Principal Accounting Officer)
of Charter Communications, Inc.
(Manager); Renaissance Media Group
LLC; Renaissance Media (Louisiana) LLC;
and Renaissance Media (Tennessee) LLC
12