<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                        --------------------------------
                                   FORM 10-K

[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       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:

                    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
 incorporation or organization)                        Identification Numbers)


   12444 Powerscourt Drive -- Suite 100
          St. Louis, Missouri                                  63131
 (Address of principal executive offices)                    (Zip code)

                                 (314) 965-0555
              (Registrant's telephone number, including area code)

   Securities registered pursuant to Section 12(b) of the Act: None

   Securities registered pursuant to Section 12(g) of the Act: None

   Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

<PAGE>   2

State the aggregate market value of the voting equity securities held by
non-affiliates of the Registrants:

   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.

                       DOCUMENTS INCORPORATED BY REFERENCE

  The following documents are incorporated into this Report by reference: None

* 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 I(1)(a) and (b) to the Form 10-K and
are therefore filing with the reduced disclosure format.


<PAGE>   3

                           RENAISSANCE MEDIA GROUP LLC
                        RENAISSANCE MEDIA (LOUISIANA) LLC
                        RENAISSANCE MEDIA (TENNESSEE) LLC
                      RENAISSANCE MEDIA CAPITAL CORPORATION

                          2000 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS


                                     PART I

<TABLE>
<CAPTION>

                                                                                                Page
                                                                                             ----------
<S>                                                                                       <C>
Item  1   Business.......................................................................         1
Item  2   Properties.....................................................................         2
Item  3   Legal Proceedings..............................................................         2

                                              PART II

Item  5   Market for Registrant's Common Equity and Related Stockholder Matters..........         2
Item  7   Management's Discussion and Analysis of Financial Condition and Results of
          Operations.....................................................................         3
Item  7a  Quantitative and Qualitative Disclosures about Market Risk.....................         6
Item  8   Financial Statements and Supplementary Data....................................         6
Item  9   Changes in and Disagreements with Accountants on Accounting and Financial
              Disclosure.................................................................         6

                                              PART IV

Item 14  Exhibits, Financial Statement Schedules and Reports on Form 8-K.................         6

Signatures...............................................................................         9
</TABLE>

This Annual Report on Form 10-K is for the year ended December 31, 2000. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. In addition, information that we file with the Securities and Exchange
Commission in the future will automatically update and supersede information
contained in this Annual Report. In this Annual Report, we, us, and our refers
to Renaissance Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance
Media (Tennessee) LLC and Renaissance Media Capital Corporation.


<PAGE>   4

                                     PART I

ITEM 1--BUSINESS

Ownership Structure

Renaissance Media Group LLC ("Group") was formed to own and operate cable
systems that provide programming and related services to subscribers.
Renaissance Media Capital Corporation ("Capital") was formed as a wholly owned
subsidiary of Group for the sole purpose of being a co-issuer on debt
instruments to be offered and sold to the public, including the senior discount
notes. Renaissance Media (Louisiana) LLC ("Louisiana") and Renaissance Media
(Tennessee) LLC ("Tennessee") are both wholly-owned subsidiaries of Group, and
hold a 76% interest and 24% interest, respectively, in Renaissance Media LLC
("Media"). Media owns and operates cable systems and commenced active operations
in April 1998 when it acquired six cable television systems from TWI Cable,
Inc., a subsidiary of Time Warner Inc. Group, Capital, Louisiana and Tennessee
do not, and will not, conduct any operations, and their only assets are the
equity interests in one another as described above.

On April 30, 1999, Charter Communications, LLC, a wholly-owned indirect
subsidiary of Charter Communications Holdings, LLC ("CC LLC") acquired all of
the outstanding limited liability company membership interests in Group (the
"Charter Transaction"). CC LLC is a subsidiary of Charter Communications
Holding Company, LLC, which is a subsidiary of Charter Communications, Inc.
(CCI). The purchase price was $459 million, consisting of $348 million in cash
and $111 million in accreted value of debt assumed. As a result, we are now
indirectly held by CC LLC, which is a reporting company under the Securities
Exchange Act of 1934, as amended.

We are managed by CCI. We pay management fees to CCI, and to the extent CCI has
secured certain management services from its affiliate, Charter Investment,
Inc., the management fees we pay are paid directly to Charter Investment. See
also Item 5. Market for Registrants Common Equity and Related Stockholder
Matters. Our principal executive offices are located at 12444 Powerscourt
Drive - Suite 100, St. Louis, Missouri, 63131. Our telephone number is (314)
965-0555.


General

At December 31, 2000, our systems passed approximately 189,800 homes and served
approximately 135,800 customers.

The Louisiana Systems consist of five cable television systems serving
approximately 101,400 basic subscribers as of December 31, 2000, located in
southern Louisiana and western Mississippi: the St. Tammany system, the St.
Landry system, the Lafourche system, the Picayune system and the Pointe Coupee
system.

The Tennessee System served approximately 34,400 basic subscribers located in
Jackson, Tennessee and surrounding counties as of December 31, 2000.

Our ultimate objective is to increase operating cash flow by increasing the
customer base and the amount of cash flow per customer. We intend to achieve
this objective by offering an array of advanced products and services, focusing
on the customer, employing innovative marketing techniques and operating a
technologically advanced broadband network.

At December 31, 2000, nearly 100% of our customers were served by systems with
at least 550 megahertz bandwidth capacity. In addition, we expect to spend
approximately $17 million from 2001 to 2003 to increase bandwidth to 750
megahertz or greater for approximately 50% of our customers. A minimum
bandwidth of 550 megahertz or greater allows us to:

         -    offer advanced products and services (such as digital television,
              high-speed Internet access and other interactive services);
         -    increase channel capacity up to 82 analog channels, and add even
              more channels and services when our bandwidth is used for digital
              signal transmissions
         -    in many systems, permit two-way communication, so that Internet
              access does not require a separate telephone line;
         -    improve picture quality and service reliability; and
         -    realize operating efficiencies from a reduced number of headends.

Buiding out systems to a minimum bandwidth of 750 megahertz or more will permit
two-way communication in all cases.



                                      1

<PAGE>   5
Cautionary Statement Regarding Forward-Looking Statements

This Annual Report includes forward-looking statements 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 Annual
Report may be identified by the use of forward-looking words such as believe,
expect, anticipate, should, planned, will, may, intend, estimate, and potential,
among others. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this Annual Report are
set forth in this Annual Report and in other reports or documents that we file
from time to time with the SEC and include, but are not limited to:

         -    Our plans to offer advanced products and services,
         -    Our anticipated capital expenditures for our upgrades and new
              equipment and facilities,
         -    Our beliefs regarding the effects of governmental regulation on
              our business,
         -    Our ability to effectively compete in a highly competitive and
              changing environment,
         -    Our ability to fund anticipated capital expenditures and any
              future acquisitions,
         -    Our ability to obtain equipment, inventory and programming as
              needed and at a reasonable price.

All forward-looking statements attributable to us, or a person acting on our
behalf, are expressly qualified in their entirety by this cautionary statement.

ITEM 2--PROPERTIES

Our principal physical assets consist of a cable television distribution plant
and equipment, including signal receiving, encoding and decoding devices,
headend reception facilities, distribution systems and customer drop equipment
for each of our cable television systems.

Our cable television plant and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities and
telephone companies, and in certain locations are buried in underground ducts or
trenches.

We believe that our properties are in good operating condition and are suitable
for our business operations.

ITEM 3--LEGAL PROCEEDINGS

We are involved from time to time in routine legal matters and other claims
incidental to our business. We believe that the resolutions of such matters
will not have a material adverse impact on our consolidated financial position
or results of operations.

PART II

ITEM 5--MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established trading market for the equity interests in any of Group,
Capital, Louisiana or Tennessee. CC LLC (and indirectly Charter Communications
Holdings, LLC) owns all of the limited liability company membership interests of
Group, as each of these entities are wholly-owned subsidiaries of another
entity.

Effective with the Charter Transaction, we record distributions when
management fees charged to us exceed expenses incurred on our behalf. For the
year ended December 31, 2000 and the eight months ended December 31, 1999,
distributions totaled $0 and $0.4 million respectively.  Our ability to pay
distributions is limited under the terms of covenants in the indenture
governing Group's outstanding Senior Discount Notes.

                                      2

<PAGE>   6

ITEM 7--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):

<TABLE>
<CAPTION>

                                                                                                             PERIOD FROM APRIL 9,
                                                YEAR ENDED        EIGHT MONTHS ENDED  |   FOUR MONTHS ENDED         1998 TO
                                             DECEMBER 31, 2000     DECEMBER 31, 1999  |     APRIL 30, 1999    DECEMBER 31, 1998(a)
                                            ------------------    ------------------  |  ------------------   --------------------
                                             Amount        %       Amount        %    |   Amount         %     Amount        %
                                            --------       -      --------       -    |  --------        -    --------       -
<S>                                         <C>         <C>       <C>         <C>     | <C>         <C>      <C>         <C>
                                                                                      |
Revenues(b)                                 $ 70,313     100.0    $ 42,032     100.0  |  $ 21,110     100.0   $ 42,977     100.0
                                                                                      |
Cost and expenses:                                                                    |
                                                                                      |
 Operating, general and administrative        33,313      47.4      20,566      48.9  |    10,096      47.8     22,490      52.3
                                                                                      |
 Depreciation and amortization                56,873      80.9      23,150      55.1  |     8,912      42.2     19,107      44.5
                                                                                      |
 Corporate expense charges-related parties     1,246       1.8       1,625       3.9  |        --        --         --        --
                                            --------    ------    --------     -----  |  --------    ------   --------    ------
                                                                                      |
Operating income (loss)                      (21,119)    (30.0)     (3,309)     (7.9) |     2,102      10.0      1,380       3.2
                                                                                      |
Interest income                                  228       0.3          61       0.1  |       122       0.6        158       0.4
                                                                                      |
Interest expense                              (8,093)    (11.5)     (5,527)    (13.1) |    (6,321)   (30.3)    (14,358)    (33.4)
                                                                                      |
Other expense                                   (659)     (0.9)         --        --  |        --        --         --        --
                                            --------    ------    --------     -----  |  --------    ------   --------    ------
                                                                                      |
Loss before income taxes                     (29,643)    (42.2)     (8,775)    (20.9) |    (4,097)    (19.4)   (12,820)    (29.8)
                                                                                      |
Provision (benefit) for income taxes              --        --          --        --  |       (65)      (.3)       135        .3
                                            --------    ------    --------     -----  |  --------    ------   --------    ------
                                                                                      |
Net loss                                    $(29,643)    (42.2)   $ (8,775)    (20.9) |  $ (4,032)    (19.1)  $(12,955)    (30.1)
                                            ========    ======    ========     =====  |  ========    ======   ========    ======
</TABLE>


Other financial and operational data is as follows for the periods indicated
(dollars in thousands, except Average Monthly Revenue per Basic Customer):

<TABLE>
<CAPTION>

                                                             AS OF AND FOR THE       AS OF AND FOR THE       AS OF AND FOR THE
                                                                YEAR ENDED          EIGHT MONTHS ENDED    PERIOD FROM APRIL 9, 1998
                                                             DECEMBER 31, 2000       DECEMBER 31, 1999      TO DECEMBER 31, 1998(a)
                                                             -----------------      ------------------    -------------------------
<S>                                                        <C>                     <C>                   <C>
EBITDA (c).........................................            $    35,095              $    19,841             $   20,487
Adjusted EBITDA (d)................................                 37,000                   21,466                 20,487
Homes Passed (e)(at period end)....................                189,800                  189,500                185,600
Basic Customers (f)................................                135,800                  133,600                129,600
Basic Penetration (g)..............................                   71.5%                    70.5%                  69.8%
Average Monthly Revenue per Basic
  Customer (h).....................................            $     43.15              $     39.33             $    36.97
</TABLE>

                                      3

<PAGE>   7



(a) The results of operations for the period ended December 31, 1998, only
include operating results for the period April 9, 1998 to December 31, 1998.
Prior to April 9, 1998, we had no operations.

(b) Local governmental authorities impose franchise fees on us ranging up to a
federally mandated maximum of 5.0% of gross revenues. On a monthly basis, such
fees are collected from the Company's customers and are periodically remitted to
local franchises. Revenues and operating, general and administrative expenses
presented here have been restated for the periods prior to the Charter
Transaction to include the franchise fees collected from customers and then
remitted to local franchises as revenues.

(c) EBITDA represents earnings (loss) before interest, income taxes,
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 from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because
adjusted EBITDA is not calculated identically by all companies, the presentation
here may not be comparable to other similarly titled measures of other
companies. Managements 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.

(d) Adjusted EBITDA means EBITDA before corporate expense charges and
other 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
from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. Adjusted EBITDA should also not be construed as an indication of a
company's operating performance or as a measure of liquidity. In addition,
because adjusted EBITDA is not calculated identically by all companies, the
presentation here 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.

(e) 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.

(f) Basic customers are customers who receive basic cable service.

(g) Basic penetration represents basic customers as a percentage of homes
passed.

(h) 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

         As a result of the acquisition by Charter Communications, LLC of us
(the Charter Transaction) and the application of purchase accounting, the
financial results for the periods presented above are not comparable. For
purposes of the following discussion, the results for the predecessor period
(January 1, 1999 to April 30, 1999) have been combined with those for the
successor period (May 1, 1999 to December 31, 1999).

         REVENUES. Revenues increased $7.2 million, or 11.4% to $70.3 million
for year ended December 31, 2000 from $63.1 million for the year ended December
31, 1999. The increase in revenues resulted primarily from net gains in basic
subscribers and retail rate increases implemented. In addition, digital
subscriptions and premium penetration increased compared to prior year.

                                      4

<PAGE>   8

         OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general and
administrative expenses increased $2.6 million, or 8.5% to $33.3 million year
ended December 31, 2000 from $30.7 million for the year ended December 31, 1999.
This increase was primarily due to increases in programming expenses due in part
continued inflationary increases coupled with increased channel capacity.

         DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization
expense increased $24.8 million, or 77.4% to $56.9 million from $32.1 million.
This increase is primarily due to the Charter Transaction and the application
of purchase accounting, which significantly increased the carrying value of
franchises and related amortization. In addition, capital expenditures for
system upgrades have increased, resulting in greater property, plant and
equipment balances and a corresponding increase in depreciation.

         CORPORATE EXPENSE CHARGES -- RELATED PARTIES. These charges for the
year ended December 31, 2000, and for the eight months ended December 31, 1999,
represent costs incurred by Charter Investment, Inc. and Charter Communications
Inc., both affiliates of ours, on our behalf.

         INTEREST EXPENSE. Interest expense decreased $3.8 million, or 31.7% to
$8.1 million for the year ended December 31, 2000 from $11.8 million for the
year ended December 31, 1999. This decrease is due to a decrease in debt
outstanding. In connection with the closing of the Charter Transaction on April
30, 1999, all amounts outstanding under our then-existing credit agreement were
paid in full, and the credit agreement was terminated. In June 1999, pursuant to
a change of control offer, Charter Communications Operating, LLC, and our
indirect parent, repurchased $48.8 million of our 10% Senior discount Notes due
2008.

         NET LOSS. Net loss increased by $16.8 million for the year ended
December 31, 2000, compared to the year ended December 31, 1999, as a result of
the combination of factors discussed above.




                                        5

<PAGE>   9
ITEM 7A--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following summarizes the contract terms and fair value of our debt at
December 31, 2000 (dollars in thousands):

<TABLE>
<CAPTION>

                                      Expected Maturity Date
                   --------------------------------------------------------------                                     Fair
                     2001          2002         2003         2004         2005     Thereafter          Total          Value
                                                                                                                    at 12/31/00
                   ----------     --------     --------    ---------    --------- -------------     ------------    -----------
DEBT
<S>                <C>           <C>          <C>         <C>           <C>       <C>              <C>            <C>
  Fixed Rate              --           --           --           --          --      $114,413         $114,413        $73,224
  Interest Rate           --           --         10.0%        10.0%       10.0%         10.0%            10.0%
</TABLE>


ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements, predecessor combined financial
statements, the related notes thereto, and the reports of the independent
auditors are included in this Form 10-K beginning on page F-1.

Separate financial statements for Capital have not been presented as Capital had
no operations and substantially no assets or equity. Accordingly, management has
determined that such financial statements are not material.

ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

PART IV

ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

    (1) Financial Statements.
          A listing of the financial statements, notes and reports of
          Independent public accountants required by Item 8 begins on page F-1
          of this Annual Report on Form 10-K.

    (2) Financial Statement Schedules.
          No financial statement schedules are required to be filed by Items 8
          and 14 (d) because they are not required or are not applicable, or the
          required information is set forth in the applicable financial
          statements on notes thereto.

    (3)   Exhibits (listed by numbers corresponding to the Exhibit Table of Item
          601 in Regulation S-K):


Exhibit
Number                     Description
------                     -----------
 3.1       Certificate of Incorporation of Renaissance Media Capital Corporation
           and all amendments thereto. (1)

 3.2       By-laws of Renaissance Media Capital Corporation.  (1)

 3.3       Certificate of Formation of Renaissance Media (Louisiana) LLC. (1)

 3.4       Certificate of Formation of Renaissance Media, LLC.(5)

 3.5       Certificate of Formation of Renaissance Media (Tennessee) LLC. (1)

 3.7       Certificate of Formation of Renaissance Media Group LLC. (1)

                                        6

<PAGE>   10

Exhibit
Number                           Description
-------                          -----------
3.9      Amended and Restated Limited Liability Agreement of Renaissance Media
         Group LLC, dated April 29, 1999. (3)

3.10     Amended and Restated Limited Liability Agreement of Renaissance Media
         (Louisiana) LLC, dated April 29, 1999. (3)

3.11     Amended and Restated Limited Liability Agreement of Renaissance Media
         (Tennessee) LLC, dated April 29, 1999. (3)

3.12     Amended and Restated Limited Liability Agreement of Renaissance Media
         LLC, dated April 29, 1999. (3)

 4.1     Indenture dated as of April 9, 1998, by and among Renaissance Media
         (Louisiana) LLC, Renaissance Media (Tennessee) LLC, Renaissance Media
         Capital Corporation, Renaissance Media Group LLC and United States
         Trust Company of New York, as Trustee. (1)

10.5     Social Contract approved by the Federal Communications Commission (the
         "FCC") on November 30, 1995, and entered into between the FCC and Time
         Warner Entertainment Company, L.P., TWI Cable Inc. and Time Warner
         Entertainment-Advance/Newhouse Partnership, or any subsidiary, division
         or affiliate thereof. (2)

10.27    Purchase Agreement dated as of February 23, 1999, by and among Charter
         Communications, Inc., Charter Communications, LLC, Renaissance Media
         Holdings LLC and Renaissance Media Group LLC. [Confidential material
         omitted and filed separately with the Securities and Exchange
         Commission pursuant to a request for confidential treatment.] (4)





                                      7

<PAGE>   11

(1)      Incorporated by reference to the corresponding exhibit of the
         Registration Statement of Renaissance Media Group LLC, Renaissance
         Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
         Renaissance Media Capital Corporation on Form S-4 (Commission File No.
         333-56679), filed on June 12, 1998.

(2)      Incorporated by reference to the corresponding exhibit of Amendment 1
         to the Registration Statement of Renaissance Media Group LLC,
         Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC
         and Renaissance Media Capital Corporation on Form S-4 (Commission File
         No. 333-56679), filed on August 6, 1998.

(3)      Incorporated by reference to the corresponding exhibit of the Quarterly
         Report on Form 10-Q of Renaissance Media Group LLC, Renaissance Media
         (Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance
         Media Capital Corporation for the quarter ended March 31, 1999, filed
         on May 17, 1999 (Commission File No. 333-56679).

(4)      Incorporated by reference to Exhibit 99.1 of the Current Report on Form
         8-K of Renaissance Media Group LLC, Renaissance Media (Louisiana) LLC,
         Renaissance Media (Tennessee) LLC and Renaissance Media Capital
         Corporation dated February 23, 1999 (Commission File No. 333-56679).

(5)     Incorporated by reference to the corresponding exhibit
        of the Annual Report on Form 10-K of Renaissance Media Group LLC,
        Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) and
        Renaissance Media Capital Corporation, filed March 30, 2000 (Commission
        File Nos. 333-56679, 333-56679-02, 333-56679-01 and 333-56679-03,
        respectively).

(b) Reports on Form 8-K:

No reports on form 8-K were filed during the fourth quarter of 2000.


 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
                             SECTION 12 OF THE ACT.

No annual reports or proxy materials were sent to the Registrants' security
holders during fiscal year 2000.

                                      8
<PAGE>   12


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunder duly authorized.

                           RENAISSANCE MEDIA GROUP LLC
                           RENAISSANCE MEDIA (LOUISIANA) LLC
                           RENAISSANCE MEDIA (TENNESSEE) LLC

Dated March 29, 2001       By:     CHARTER COMMUNICATIONS, INC.
                                   ----------------------------
                                   its Manager

                           By:      /s/ JERALD L. KENT
                                   ----------------------------
                                   Name:  Jerald L. Kent
                                   Title: President, Chief Executive Officer

                           RENAISSANCE MEDIA CAPITAL CORPORATION

Dated March 29, 2001       By:    /s/ JERALD L. KENT
                                   ----------------------------
                                   Name:  Jerald L. Kent
                                   Title: President, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

     By:     /s/ JERALD L. KENT                                 March 29, 2001
             ------------------
             Name:  Jerald L. Kent
             Title: President and Chief Executive Officer
             of Charter Communications, Inc. (Manager);
             Renaissance Media Group LLC; Renaissance
             Media (Louisiana) LLC; Renaissance Media
             (Tennessee) LLC; and Renaissance Media
             Capital Corporation.


     By:    /s/ KENT D. KALKWARF                                March 29, 2001
            --------------------
            Name:  Kent D. Kalkwarf
            Title: Executive Vice President and
            Chief Financial Officer (Principal Financial
            Officer and Principal Accounting Officer) of
            Charter Communications, Inc. (Manager);
            Renaissance Media Group LLC; Renaissance
            Media (Louisiana) LLC; Renaissance Media
            (Tennessee) LLC; and Renaissance Media
            Capital Corporation.


                                        9
<PAGE>   13

                  RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                               <C>
RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
Report of Independent Public Accountants............................................................................F-2
Consolidated Balance Sheet as of December 31, 2000 and 1999.........................................................F-3
Consolidated Statement of Operations for the year ended December 31, 2000 and the eight months ended December 31,
1999............................................. ..................................................................F-4
Consolidated Statement of Changes in Member's Equity for the year ended December 31, 2000 and the eight months
ended December 31, 1999.............................................................................................F-5
Consolidated Statement of Cash Flows for the year ended December 31, 2000 and the eight months ended December 31,
1999.................................. .............................................................................F-6
Notes to Consolidated Financial Statements..........................................................................F-7

RENAISSANCE MEDIA GROUP LLC
Report of Independent Auditors.....................................................................................F-16
Consolidated Balance Sheet as of April 30, 1999....................................................................F-17
Consolidated Statement of Operations for the four months ended April 30, 1999......................................F-18
Consolidated Statement of Changes in Members' Equity for the four months ended April 30, 1999......................F-19
Consolidated Statement of Cash Flows for the four months ended April 30, 1999......................................F-20
Notes to Consolidated Financial Statements.........................................................................F-21

RENAISSANCE MEDIA GROUP LLC
Report of Independent Auditors.....................................................................................F-29
Consolidated Balance Sheet as of December 31, 1998.................................................................F-30
Consolidated Statement of Operations for the year ended December 31, 1998..........................................F-31
Consolidated Statement of Changes in Members' Equity for the year ended December 31, 1998..........................F-32
Consolidated Statement of Cash Flows for the year ended December 31, 1998..........................................F-33
Notes to Consolidated Financial Statements.........................................................................F-34

PREDECESSOR
Report of Independent Auditors.....................................................................................F-44
Combined Balance Sheet as of April 8, 1998.........................................................................F-45
Combined Statement of Operations for the period from January 1, 1998 through April 8, 1998.........................F-46
Combined Statement of Changes in Net Assets for the period from January 1, 1998 through
 April 8, 1998.....................................................................................................F-47
Combined Statement of Cash Flows for the period January 1, 1998 through April 8, 1998..............................F-48
Notes to Combined Financial Statements.............................................................................F-49
</TABLE>

                                     F-1

<PAGE>   14
                    Report of Independent Public Accountants

To Renaissance Media Group LLC:

We have audited the accompanying consolidated balance sheets of Renaissance
Media Group LLC and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, changes in member's equity and
cash flows for the year ended December 31, 2000, and the eight months ended
December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Renaissance Media
Group LLC and subsidiaries as of December 31, 2000 and 1999, and the results of
their operations and their cash flows for the year ended December 31, 2000, and
the eight months ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.


     /s/ ARTHUR ANDERSEN LLP


     St. Louis, Missouri
     February 8, 2001



                                     F-2




<PAGE>   15


                  RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                      -------------------------------------
                                                                                            2000                1999
                                                                                      ------------------   --------------
<S>                                                                                   <C>                  <C>
ASSETS
------
CURRENT ASSETS:
   Cash and cash equivalents                                                          $          1,809     $         3,521
   Accounts  receivable,  less  allowance  for  doubtful  accounts  of $212 and $80,
      respectively                                                                               1,172               1,084
   Prepaid expenses and other assets                                                               131                 157
   Receivable from related parties                                                                  --              10,211
                                                                                      -----------------    ---------------
      Total current assets                                                                       3,112              14,973

INVESTMENT IN CABLE SYSTEMS:
   Property, plant and equipment, net                                                          134,497              67,396
   Franchises, net                                                                             369,487             396,416
                                                                                      ----------------     ---------------
                                                                                               503,984             463,812
                                                                                      ----------------     ---------------
                                                                                      $        507,096     $       478,785
                                                                                      ================     ===============

LIABILITIES AND MEMBER'S EQUITY
-------------------------------
CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                              $         35,117     $        16,405
   Payables to related parties                                                                  31,149                  --
                                                                                      ----------------     ---------------
       Total current liabilities                                                                66,266              16,405

LONG-TERM DEBT                                                                                  94,600              86,507
                                                                                      ----------------     ---------------

MEMBER'S EQUITY                                                                                346,230             375,873
                                                                                      ----------------     ---------------
                                                                                      $        507,096     $       478,785
                                                                                      ================     ===============
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                     F-3

<PAGE>   16

                  RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                                         Eight months
                                                                                      Year ended             ended
                                                                                      December 31,        December 31,
                                                                                         2000                 1999
                                                                                         ----                 ----
<S>                                                                               <C>                 <C>
      REVENUES                                                                    $          70,313   $          42,032

      OPERATING EXPENSES:
            Operating, general and administrative                                            33,313              20,566
            Depreciation and amortization                                                    56,873              23,150
            Corporate expense charges - related parties                                       1,246               1,625
                                                                                   ----------------    ----------------
               Loss from operations                                                         (21,119)             (3,309)

      OTHER INCOME (EXPENSE):
            Interest income                                                                     228                  61
            Interest expense                                                                 (8,093)             (5,527)
            Other expense                                                                      (659)                 --
                                                                                   -----------------  -----------------

               Net loss                                                            $        (29,643)  $          (8,775)
                                                                                   ================   =================
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                     F-4
<PAGE>   17

                  RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
                             (Dollars in Thousands)


<TABLE>
<S>                                                                                         <C>
BALANCE, May 1, 1999                                                                        $ 350,444
Contributions                                                                                  34,610
Distributions                                                                                    (406)
Net loss                                                                                       (8,775)
                                                                                            ---------
BALANCE, December 31, 1999                                                                    375,873
Net loss                                                                                      (29,643)
                                                                                            ---------
BALANCE, December 31, 2000                                                                  $ 346,230
                                                                                            =========
</TABLE>



        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                     F-5


<PAGE>   18

                  RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                                                 Eight months
                                                                                              Year ended             ended
                                                                                             December 31,         December 31,
                                                                                                2000                   1999
                                                                                                ----                   ----
<S>                                                                                      <C>                  <C>
     CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                                                        $        (29,643)    $          (8,775)
         Adjustments to reconcile net loss to net cash provided by
           operating activities:
         Depreciation and amortization                                                             56,873                23,150
         Accretion on senior discount notes and non-cash interest
           expense                                                                                  8,093                 5,451
         Changes in operating assets and liabilities:
           Accounts receivable                                                                        (88)              (13,107)
           Prepaid expenses and other assets                                                           26                   245
           Accounts payable and accrued expenses                                                   18,712                10,928
              Receivables from and payables to related parties, including
              deferred management fees                                                             41,360                 2,289
                                                                                        -----------------     ------------------
              Net cash provided by operating activities                                            95,333                20,181
                                                                                        -----------------     ------------------

     CASH FLOWS FROM INVESTING ACTIVITIES:
         Capital expenditures                                                                     (95,584)              (21,419)
         Other investing activities                                                                (1,461)                 (622)
                                                                                        ------------------    ------------------
              Net cash used in investing activities                                               (97,045)              (22,041)
                                                                                        ------------------    ------------------

     CASH FLOWS FROM FINANCING ACTIVITIES:
         Capital contributions                                                                         --                   387
         Distributions to parent                                                                       --                  (406)
                                                                                        ------------------    ------------------
              Net cash used in financing activities                                                    --                   (19)
                                                                                        ------------------    ------------------

     NET DECREASE IN CASH AND CASH EQUIVALENTS                                                     (1,712)               (1,879)
     CASH AND CASH EQUIVALENTS, beginning of period                                                 3,521                 5,400
                                                                                        ------------------    ------------------
     CASH AND CASH EQUIVALENTS, end of period                                           $           1,809     $           3,521
                                                                                        ==================    ==================

     NON-CASH TRANSACTION-Capital Contribution (see Note 7)                             $              --     $          34,223
                                                                                        ==================    ==================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                     F-6
<PAGE>   19


                  RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in thousands, except where indicated)


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. As of December 31, 2000, the Company owns and operates cable
systems serving approximately 135,800 (unaudited) customers. The Company
currently offers a full array of traditional analog cable services and advanced
bandwidth services such as digital 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.

On April 30, 1999, Charter Communications, LLC (CC LLC) acquired all of the
outstanding membership interests in the Company (the "Charter Transaction"). The
purchase price was $459 million, consisting of $348 million in cash and $111
million in accreted value of debt assumed.

As a result of the Charter Transaction and the application purchase accounting,
the financial information of the Company in the accompanying consolidated
financial statements as of December 31, 1999, and for the period from May 1,
1999, through December 31, 1999, is presented on a different cost basis than the
financial information of the Company for the period prior to and through April
30, 1999. Therefore, such information is not comparable.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents. These investments are carried at
cost, which approximates market value.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost, including all direct and
certain indirect costs associated with the construction of cable transmission
and distribution facilities, and the cost of new customer installations.
The costs of disconnecting a customer are charged to expense in the period
incurred. Expenditures for repairs and maintenance are charged to expense as
incurred, while equipment replacement and betterments are capitalized.

Depreciation is provided on the straight-line basis over the following estimated
useful lives of the related assets as follows:

              Cable distribution systems                            3-15 years

                                     F-7

<PAGE>   20

              Buildings and leasehold improvements                  5-15 years
              Vehicles and equipment                                3-5  years

Franchises

Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Costs relating to unsuccessful
franchise applications are charged to expense when it is determined that the
efforts to obtain the franchise will not be successful. Franchise rights
acquired through the purchase of cable systems represent management's estimate
of fair value and are generally amortized using the straight-line method over a
period of 15 years. Accumulated amortization related to franchises was $46.2
million and $18.4 million, as of December 31, 2000 and 1999, respectively. The
period of 15 years is management's best estimate of the useful lives of the
franchises and assumes substantially all of those franchises that expire during
the period will be renewed by the Company. Amortization expense for franchises
was $28.4 million and $18.4 million for the year ended December 31, 2000 and for
the eight months ended December 31, 1999, respectively.

Impairment of Assets

If facts and circumstances indicate that a long-lived asset may be impaired, the
carrying value is reviewed. If a review indicates that the carrying value of
such asset is not recoverable based on projected undiscounted cash flows related
to the asset over its remaining life, the carrying value of such asset is
reduced to its estimated fair value.

Revenues

Revenues from basic, premium, pay-per-view, digital and data services are
recognized when the related services are provided.

Installation revenues are recognized to the extent of direct selling costs
incurred. The remainder, if any, is deferred and amortized to income over the
estimated average period that customers are expected to remain connected to the
cable system. As of December 31, 2000 and 1999, no installation revenue has been
deferred, as direct selling costs have exceeded installation revenue.

Advertising sales are recognized in the period that the advertisements are
exhibited.

Local governmental authorities impose franchise fees on the Company ranging up
to a federally mandated maximum of 5.0% of gross revenues. Such fees are
collected on a monthly basis, from the Company's customers and are periodically
remitted to local franchise authorities. Franchise fees collected and paid are
reported as revenues and expenses.

Segments

In accordance with SFAS No. 131, Disclosure about Segments of an Enterprise and
Related Information, segments have been identified based upon management
responsibility. The individual segments have been aggregated into one reportable
segment, cable services.

                                     F-8

<PAGE>   21

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3. ACQUISITIONS

As a result of the Charter Transaction discussed in Note 1, the Company has
applied push-down accounting in the preparation of the accompanying consolidated
financial statements. Accordingly, on May 1, 1999, the Company changed its
member's equity to $350.4 million to reflect the amounts paid by CC LLC. The
purchase price was allocated to assets acquired and liabilities assumed based on
their relative fair values, including amounts assigned to franchises of $414.9
million.

Unaudited pro forma operating results as though the Charter Transaction had been
consummated on January 1, 1999, with pro forma adjustments to give effect to
amortization of franchises, interest expense and certain other adjustments, are
as follows for the year ended December 31, 1999:
<TABLE>
<S>                                                   <C>
                  Revenues                            $ 62,507
                  Loss from operations                  (3,947)
                  Net loss                             (42,838)
</TABLE>

The unaudited pro forma information has been presented for comparative purposes
and does not purport to be indicative of the results of operations had this
transaction been completed as of the assumed date or which may be obtained in
the future.

4. ALLOWANCE FOR DOUBTFUL ACCOUNTS:

    Activity in the allowance for doubtful accounts is summarized as follows for
    the year ended December 31:


<TABLE>
<CAPTION>
                                                                                         2000
                                                                                    -------------
<S>                                                                                 <C>
        Balance, beginning of year......................................            $          80
        Charged to expense..............................................                      733
        Uncollected balances written off, net of recoveries                                  (601)
                                                                                    -------------
        Balance, end of year............................................            $         212
                                                                                    =============
</TABLE>


5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following at December 31:
<TABLE>
<CAPTION>
                                                                           2000                   1999
                                                                    ------------------     -----------------
<S>                                                                 <C>                    <C>
         Cable distribution systems                                  $         136,793     $          67,176
</TABLE>


                                     F-9

<PAGE>   22


<TABLE>
<S>                                                                  <C>                    <C>
         Land, buildings and leasehold improvements                             12,465                 2,057
         Vehicles and equipment                                                  5,784                 2,836
                                                                     -----------------     -----------------
                                                                               155,042                72,069
         Less: accumulated depreciation                                        (20,545)               (4,673)
                                                                     -----------------     -----------------
                                                                     $         134,497      $         67,396
                                                                     =================     =================
</TABLE>

Depreciation expense for assets owned by the Company was $28.5 million and $4.7
million for the year ended December 31, 2000, and the eight months ended
December 31, 1999, respectively.

During the year ended December 31, 2000, the Company reduced the estimated
useful lives of certain depreciable assets expected to have reduced lives as a
result of the rebuild and upgrade of the Company's cable distribution systems.
As a result, the above depreciation expense balance for 2000 includes an
additional $13.5 million of depreciation.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at December 31:


<TABLE>
<CAPTION>
                                                                           2000                   1999
                                                                     -----------------     -----------------
<S>                                                                  <C>                   <C>
         Accounts payable                                            $          12,828     $         5,929
         Capital expenditures                                                   10,858               5,118
         Programming expenses                                                    2,457               1,525
         Franchises fees                                                         1,250               1,140
         Other accrued liabilities                                               7,724               2,693
                                                                     -----------------     -----------------
                                                                     $          35,117      $       16,405
                                                                     =================     =================
</TABLE>


7. LONG-TERM DEBT

Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>
                                                                              2000                1999
                                                                       ----------------     ----------------
<S>                                                                    <C>                  <C>
     10% Senior Discount Notes                                         $        114,413     $        114,413
     Unamortized net discount                                                   (19,813)             (27,906)
                                                                       ----------------     ----------------
                                                                       $         94,600     $         86,507
                                                                       ================     ================
</TABLE>


In 1998, the Company issued $163,175 principal amount at maturity of 10% senior
discount notes due 2008 (the "Notes") for proceeds of $100,012. The Notes pay no
cash interest until April 15, 2003. From and after April 15, 2003, the Notes
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.

                                     F-10

<PAGE>   23

On May 28, 1999, as a result of the Charter Transaction (i.e., the change of
control) and in accordance with the terms and conditions of the indenture
governing the Notes, the Company made an offer (the "Tender Offer") to purchase
any and all of the Notes at 101% of their accreted value, plus accrued and
unpaid interest, if any, through June 28, 1999. The Tender Offer expired on June
23, 1999, at which time 48,762 Notes were validly tendered and accepted for
purchase. On June 28, 1999, Charter Communications Operating, LLC ("CCO"), the
indirect parent of the Company, paid a sum of $34,223 for all of the Notes
validly tendered. Accordingly, the Company recorded this payment for the
extinguishment of debt as a capital contribution.

The indenture governing the Notes limits cash payments by the Company to the sum
of: (i) the amount by which consolidated EBITDA (as defined) exceeds 130% of
consolidated interest expense (as defined) determined on a cumulative basis,
(ii) capital contributions, and (iii) an amount equal to the net reduction in
investments (as defined). Excess cash will be made available to CCO, parent
entity of CC LLC, as permitted by the indenture, including the funding of CCO's
credit facility (the "CCO Credit Agreement").

The Company and all subsidiaries of CCO have guaranteed payment and performance
by CCO of its obligations inherent in the CCO Credit Agreement. In addition, the
Company and its wholly owned subsidiaries and all subsidiaries of CCO have
pledged their ownership interests as collateral to the CCO Credit Agreement.

The fair market value of the Notes was $73,224 and $79,517 as of December 31,
2000 and 1999, respectively.

8. INCOME TAXES

Prior to June 20, 1999, certain subsidiaries of the Company elected to be
treated as corporations for federal income tax purposes. Through this date, the
Company established a valuation allowance to offset the entire potential future
tax benefit of the net operating loss (NOL) carryforward and, therefore,
recognized no deferred tax benefit with respect to the NOL. Effective June 20,
1999, these subsidiaries of the Company have elected to be treated as
disregarded entities for income tax purposes. As a result, the taxable income
(loss) of these entities is the responsibility of the Company's ultimate owners,
and income taxes are not provided for in the accompanying consolidated financial
statements. In addition, a certain subsidiary of the Company is a corporation
subject to income taxes but has had no operations and, therefore, no taxable
income since inception.

9. REVENUES

Revenues consist of the following:
<TABLE>
<CAPTION>

                                                                                                 Eight months
                                                                             Year ended             ended
                                                                             December 31,         December 31,
                                                                                 2000                 1999
                                                                                 ----                 ----
<S>                                                                          <C>                  <C>
                 Basic............................................           $    51,058          $  32,450
                 Premium..........................................                 5,989              3,774
                 Pay-per-view.....................................                   668                805
                 Digital..........................................                 2,413                 --
                 Advertising sales................................                 3,556              1,396
                 Data services                                                        58                 --
</TABLE>

                                     F-11

<PAGE>   24
<TABLE>
<S>                                                                     <C>                 <C>
                 Other............................................                 6,571              3,607
                                                                        ----------------    ---------------
                                                                        $        70,313      $       42,032
                                                                        ===============     ===============
</TABLE>

10. OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

    Operating, general and administrative expenses consist of the following:
<TABLE>
<CAPTION>
                                                                                                 Eight months
                                                                             Year ended             ended
                                                                             December 31,         December 31,
                                                                                 2000                 1999
                                                                                 ----                 ----
<S>                                                                     <C>                 <C>
                 Programming.......................................     $         16,332    $         9,692
                 General and administrative........................               11,505              7,103
                 Service...........................................                3,629              2,962
                 Marketing.........................................                1,292                734
                 Advertising sales.................................                    1                 --
                 Other.............................................                  554                 75
                                                                        ----------------    ---------------
                                                                        $        33,313     $        20,566
                                                                        ================    ===============
</TABLE>


11. RELATED PARTY TRANSACTIONS

Charter Communications Investment, Inc. (Charter Investment) and Charter
Communications, Inc. (Charter), an entity controlled by Paul G. Allen, provide
management services to the Company including centralized customer billing
services, data processing and related support, benefits administration and
coordination of insurance coverage and self-insurance programs for medical,
dental and workers' compensation claims. Certain costs for these services are
billed and charged directly to the Company's operating subsidiaries and are
included in operating costs. These costs are allocated based on the number of
basic customers. Such costs totaled $1.8 million and $245 for the year ended
December 31, 2000 and the eight months ended December 31, 1999, respectively.
All other costs incurred by Charter Investment and Charter on behalf of the
Company are recorded as expenses in the accompanying consolidated financial
statements and are included in corporate expense charges-related parties.
Management fees are stipulated in the management agreements between Charter
Investment, Charter and the Company. To the extent management fees charged to
the Company are greater (less) than the corporate expenses incurred by Charter
Investment and Charter, the Company records distributions to (capital
contributions from) Charter Investment and Charter. For the eight months ended
December 31, 1999, the Company recorded distributions of $406. For the year
ended December 31, 2000, the management fee charged to the Company approximated
the corporate expenses incurred by Charter Investment and Charter on behalf of
the Company. The CCO Credit Agreement prohibits payments of management fees in
excess of 3.5% of revenues until repayment of the outstanding indebtedness. Any
amount in excess of 3.5% of revenue owed to Charter Investment or Charter based
on the management agreement would be recorded as deferred management fees -
related party. Management believes that costs incurred by Charter Investment and
Charter on the Company's behalf and included in the accompanying consolidated
financial statements are not materially different than costs the Company would
have incurred as a stand- alone entity.

                                     F-12

<PAGE>   25

The Company also pays costs on behalf of Charter Investment and Charter. These
costs are reimbursed by Charter Investment and Charter and are recorded as
receivables from related parties in the accompanying consolidated financial
statements.

Charter, Mr. Allen and certain affiliates of Mr. Allen own equity interests or
warrants to purchase equity interest in various entities that provide services
or programming to the Company, including High Speed Access Corp. (High Speed
Access), WorldGate, Wink Communications, Inc.(Wink), ZDTV, LLC (ZDTV), USA
Networks, Inc. (USA Networks) and Oxygen Media, Inc. (Oxygen Media). In
addition, certain officers or directors of Charter also serve as directors of
High Speed Access Corp. and USA Networks.

Certain of the Company's cable subscribers receive cable modem-based Internet
access through High Speed Access and TV-based Internet access through WorldGate.
For the year ended December 31, 2000, and for the eight months ended December
31, 1999, revenues attributable to these services were less than 1% of total
revenues.

The Company receives or will receive programming and certain interactive
features embedded into the programming for broadcast via its cable systems from
Wink, ZDTV, USA Networks, and Oxygen Media. The Company pays a fee for the
programming service generally based on the number of customers receiving the
service. Such fees for the year ended December 31, 2000 and for the eight months
ended December 31, 1999, were less than 1% of total operating expenses. In
addition, the Company receives commissions from USA Networks for home shopping
sales generated by its customers. Such revenues for the year ended December 31,
2000 and for the eight months ended December 31, 1999, were less than 1% of
total revenues.

12. COMMITMENTS AND CONTINGENCIES

Leases

The Company had rental expense under various lease and rental agreements of
approximately $44 and $65 for the year ended December 31, 2000 and the eight
months ended December 31, 1999, respectively, primarily for offices, tower sites
and warehouses. Future minimum lease payments are not significant.

The Company also rents utility poles in its operations. Generally, pole rentals
are cancelable on short notice, but the Company anticipates that such rentals
will recur. Rent expense for pole rental attachments was approximately $877 and
$564 for the year ended December 31, 2000 and the eight months ended December
31, 1999, respectively.

Litigation

The Company is a party to lawsuits and claims that arise in the ordinary course
of conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome of these lawsuits and claims will not have a material
adverse effect on the Company's consolidated financial position or results of
operations.

13. REGULATION IN THE CABLE INDUSTRY

                                     F-13

<PAGE>   26

The cable industry is subject to extensive regulation at the federal, local and,
in some instances, state levels. The Cable Communications Policy Act of 1984
(the "1984 Cable Act"), the Cable Television Consumer Protection and Competition
Act of 1992 (the "1992 Cable Act" and together with the 1984 Cable Act, the
"Cable Acts"), and the Telecommunications Act of 1996 (the "1996 Telecom Act"),
establish a national policy to guide the development and regulation of cable
systems. The Federal Communications Commission (FCC) has principal
responsibility for implementing the policies of the Cable Acts. Many aspects of
such regulation are currently the subject of judicial proceedings and
administrative or legislative proposals. Legislation and regulations continue to
change, and the Company cannot predict the impact of future developments on the
cable industry.

The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable systems and have
resulted in additional regulatory oversight by the FCC and local or state
franchise authorities. The Cable Acts and the corresponding FCC regulations have
established rate regulations.

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. During 2000 and 1999,
the amount refunded by the Company has been insignificant. The Company may be
required to refund additional amounts in the future.

The Company believes that it has complied in all material respects with the
provisions of the 1992 Cable Act, including the rate setting provisions
promulgated by the FCC. However, in jurisdictions that have chosen not to
certify, refunds covering the previous twelve-month period may be ordered upon
certification if the Company is unable to justify its basic rates. As of
December 31, 2000, approximately 5.6% of the Company's local franchising
authorities are certified to regulate basic tier rates. The Company is unable to
estimate at this time the amount of refunds, if any, that may be payable by the
Company in the event certain of its rates are successfully challenged by
franchising authorities or found to be unreasonable by the FCC. The Company does
not believe that the amount of any such refunds would have a material adverse
effect on the consolidated financial position or results of operations of the
Company.

The 1996 Telecom Act, among other things, immediately deregulated the rates for
certain small cable operators and in certain limited circumstances rates on the
basic service tier, and as of March 31, 1999, deregulated rates on the cable
programming service tier (CPST). The FCC has taken the position that it will
still adjudicate pending CPST complaints but will strictly limit its review, and
possible refund orders, to the time period predating the sunset date, March 31,
1999. The Company does not believe any adjudications regarding its pre-sunset
complaints will have a material adverse effect on the Company's consolidated
financial position or results of operations.

A number of states subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. State governmental agencies are required to
follow FCC rules when prescribing rate regulation, and thus, state regulation of
cable rates is not allowed to be more restrictive than the federal or local
regulation.

14. EMPLOYEE BENEFIT PLANS

                                     F-14

<PAGE>   27

The Company sponsored a defined contribution plan that covered substantially all
employees (the "Plan"). In connection with the Charter Transaction, the Plan's
assets were frozen as of April 30, 1999, and employees became fully vested.



Effective July 1, 1999, the Company's employees with two months of service are
eligible to participate in the Charter Communications, Inc. 401(k) Plan (the
"Charter Plan"). Participants in the Charter Plan can contribute up to 15% of
their salary, on a before tax basis, subject to a maximum contribution limit as
determined by the Internal Revenue Service. The Company made contributions to
the Charter Plan totaling $117 and $54 for the year ended December 31, 2000 and
the eight months ended December 31, 1999, respectively.

Eligible employees of the Company participate in the Charter Communications
Holding Company Option Plan. The option plan provides for grants of options to
employees, officers and directors of the Company. Options are granted with an
exercise price equal to the estimated fair value of the underlying membership
units and vest over five years from the grant date, commencing 15 months after
the date of the grant. Options not exercised accumulate and are exercisable, in
whole or in part, in any subsequent period, but not later than ten years from
the date of grant. The Company uses the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, to account for the option plans. Accordingly, no compensation expense
was recorded for the year ended December 31, 2000 and the eight months ended
December 31, 1999.


15. RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards Board (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended by SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133, and SFAS No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging Activities, is effective for
the Company as of January 1, 2001. SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value and
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting. The Company has no derivative instruments.
Adoption of these new accounting standards will not impact the consolidated
financial statements of the Company.

                                     F-15

<PAGE>   28

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
  Renaissance Media Group LLC

     We have audited the accompanying consolidated balance sheet of Renaissance
Media Group LLC (the "Company") as of April 30, 1999 and the related
consolidated statements of operations, changes in members' equity, and cash
flows for the four months ended April 30, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company at April 30, 1999, and the consolidated results of its operations
and its cash flows for the four months then ended in conformity with generally
accepted accounting principles.

                                          /s/ ERNST & YOUNG LLP

New York, New York
June 4, 1999
except for Note 11, as to which the date is
June 29, 1999

                                      F-16
<PAGE>   29

                          RENAISSANCE MEDIA GROUP LLC

                           CONSOLIDATED BALANCE SHEET

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              APRIL 30, 1999
                                                              --------------
<S>                                                           <C>
ASSETS
Cash and cash equivalents...................................     $  5,400
Accounts receivable -- trade (less allowance for doubtful
  accounts of $86)..........................................          520
Accounts receivable -- other................................          492
Prepaid expenses and other assets...........................          416
Investment in cable television systems:
  Property, plant and equipment.............................       76,250
  Less: accumulated depreciation............................      (10,706)
                                                                 --------
                                                                   65,544
                                                                 --------
  Cable television franchises...............................      238,429
  Less: accumulated amortization............................      (16,754)
                                                                 --------
                                                                  221,675
                                                                 --------
  Intangible assets.........................................       17,544
  Less: accumulated amortization............................       (1,525)
                                                                 --------
                                                                   16,019
                                                                 --------
  Net investment in cable television systems................      303,238
                                                                 --------
Total assets................................................     $310,066
                                                                 ========
LIABILITIES AND MEMBERS' EQUITY
Accounts payable............................................     $    546
Accrued expenses............................................        3,222
Subscriber advance payments and deposits....................          657
Deferred marketing credits..................................          650
Debt........................................................      213,402
                                                                 --------
Total liabilities...........................................      218,477
                                                                 --------
Members' equity:
  Paid-in capital...........................................      108,600
  Accumulated deficit.......................................      (17,011)
                                                                 --------
Total members' equity.......................................       91,589
                                                                 --------
Total liabilities and members' equity.......................     $310,066
                                                                 ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-17
<PAGE>   30

                          RENAISSANCE MEDIA GROUP LLC
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               FOUR MONTHS
                                                                  ENDED
                                                              APRIL 30, 1999
                                                              --------------
<S>                                                           <C>
Revenues....................................................     $20,396
Costs and expenses:
  Service costs.............................................       6,325
  Selling, general and administrative.......................       3,057
  Depreciation and amortization.............................       8,912
                                                                 -------
Operating income............................................       2,102
Interest income.............................................         122
Interest (expense)..........................................      (6,321)
                                                                 -------
(Loss) before credit for taxes..............................      (4,097)
Credit for taxes............................................          65
                                                                 -------
Net (loss)..................................................     $(4,032)
                                                                 =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-18
<PAGE>   31

                          RENAISSANCE MEDIA GROUP LLC
              CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                      TOTAL
                                                          PAID-IN     ACCUMULATED    MEMBERS'
                                                          CAPITAL       DEFICIT       EQUITY
                                                          --------    -----------    --------
<S>                                                       <C>         <C>            <C>
Balance December 31, 1998...............................  $108,600     $(12,979)     $95,621
Net (loss)..............................................        --       (4,032)      (4,032)
                                                          --------     --------      -------
Balance April 30, 1999..................................  $108,600     $(17,011)     $91,589
                                                          ========     ========      =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-19
<PAGE>   32

                          RENAISSANCE MEDIA GROUP LLC

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               FOUR MONTHS
                                                                  ENDED
                                                              APRIL 30, 1999
                                                              --------------
<S>                                                           <C>
OPERATING ACTIVITIES
Net (loss)..................................................     $(4,032)
Adjustments to non-cash and non-operating items:
  Depreciation and amortization.............................       8,912
  Accretion on Senior Discount Notes........................       3,528
  Other non-cash charges....................................         322
  Changes in operating assets and liabilities:
     Accounts receivable -- trade, net......................         206
     Accounts receivable -- other...........................          92
     Prepaid expenses and other assets......................         (75)
     Accounts payable.......................................      (1,496)
     Accrued expenses.......................................      (3,449)
     Subscriber advance payments and deposits...............          49
     Deferred marketing support.............................        (150)
                                                                 -------
Net cash provided by operating activities...................       3,907
                                                                 -------
INVESTING ACTIVITIES
Purchased cable television systems:
  Property, plant and equipment.............................        (830)
  Cable television franchises...............................      (1,940)
Escrow deposit..............................................         150
Capital expenditures........................................      (4,250)
Other intangible assets.....................................          16
                                                                 -------
Net cash used in investing activities.......................      (6,854)
                                                                 -------
FINANCING ACTIVITIES
Repayment of advances from Holdings.........................        (135)
                                                                 -------
Net cash used in financing activities.......................        (135)
                                                                 -------
Net decrease in cash and cash equivalents...................      (3,082)
Cash and cash equivalents at December 31, 1998..............       8,482
                                                                 =======
Cash and cash equivalents at April 30, 1999.................     $ 5,400
                                                                 =======
SUPPLEMENTAL DISCLOSURES
Interest paid...............................................     $ 4,210
                                                                 =======
</TABLE>

See accompanying notes to consolidated financial statements

                                      F-20
<PAGE>   33

                          RENAISSANCE MEDIA GROUP LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

1.  ORGANIZATION AND BASIS OF PRESENTATION

     Renaissance Media Group LLC ("Group") a wholly owned subsidiary of
Renaissance Media Holdings LLC ("Holdings"), was formed in March 1998 to own and
operate cable television systems in small and medium sized markets, which
provide programming, and other related services, to subscribers through its
hybrid coaxial and fiber optic distribution plant for a monthly fee. Group and
its wholly owned subsidiaries, Renaissance Media (Louisiana) LLC ("Louisiana"),
Renaissance Media (Tennessee) LLC ("Tennessee"), and Renaissance Media LLC
("Media") are collectively referred to as the "Company". On April 9, 1998, the
Company acquired six cable television systems (the "Acquisition") from TWI
Cable, Inc., a subsidiary of Time Warner Inc. ("Time Warner"). Prior to the
Acquisition, the Company had no operations other than start-up related
activities.

     On February 23, 1999, Holdings, Charter Communications, Inc. ("Charter"),
now known as Charter Investment, Inc. and Charter Communications, LLC ("Buyer"
or "CC LLC") executed a purchase agreement (the "Charter Purchase Agreement"),
providing for Holdings to sell and Buyer to purchase, all of the outstanding
limited liability company membership interests in Group held by Holdings (the
"Charter Transaction") subject to certain covenants and restrictions pending
satisfaction of certain conditions prior to closing. The purchase price was
$459,000, consisting of $348,000 in cash and $111,000 in assumed debt. On April
30, 1999, the Charter Transaction was consummated.

     These financial statements have been prepared as of and for the four months
ended April 30, 1999 immediately prior to the consummation of the Charter
Transaction.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NEW ACCOUNTING STANDARDS

     During 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 establishes accounting and reporting standards requiring
that every derivative instrument (including certain derivative instruments
embedded in other contracts) be recorded in the balance sheet as either an asset
or liability measured at its fair value and that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral
of the Effective Date of FASB Statement No. 133 -- An Amendment of FASB
Statement No. 133" has delayed the effective date of SFAS No. 133 to fiscal
years beginning after June 15, 2000. The adoption of SFAS No. 133 is not
expected to have a material impact on the consolidated financial statements.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements of the Company include the accounts
of the Company and its wholly owned subsidiaries. Significant inter-company
accounts and transactions have been eliminated.

                                      F-21
<PAGE>   34
                          RENAISSANCE MEDIA GROUP LLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

CONCENTRATION OF CREDIT RISK

     A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Company generally extends credit to customers and the ultimate collection of
accounts receivable could be affected by the local economy. Management performs
continuous credit evaluations of its customers and may require cash in advance
or other special arrangements from certain customers. Management does not
believe that there is any significant credit risk which could have a material
effect on the Company's financial condition.

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 is recorded at purchased and capitalized
cost. Capitalized internal costs principally consist of employee costs and
interest on funds borrowed during construction. Capitalized labor, materials and
associated overhead amounted to approximately $721 for the four months ended
April 30, 1999. Replacements, renewals and improvements to installed cable plant
are capitalized. Maintenance and repairs are charged to expense as incurred.
Depreciation expense for the four months ended April 30, 1999 amounted to
$3,434.

     Property, plant and equipment is depreciated using the straight-line method
over the following estimated service lives:

<TABLE>
<S>                                                           <C>
Buildings and leasehold improvements........................  5-30 years
Cable systems, equipment and subscriber devices.............  5-30 years
Transportation equipment....................................   3-5 years
Furniture, fixtures and office equipment....................  5-10 years
</TABLE>

     Property, plant and equipment at April 30, 1999 consisted of:

<TABLE>
<S>                                                           <C>
Land........................................................  $   436
Buildings and leasehold improvements........................    1,445
Cable systems, equipment and subscriber devices.............   64,658
Transportation equipment....................................    2,301
Furniture, fixtures and office equipment....................      923
Construction in progress....................................    6,487
                                                              -------
                                                               76,250
Less: accumulated depreciation..............................  (10,706)
                                                              -------
Total.......................................................  $65,544
                                                              =======
</TABLE>

                                      F-22
<PAGE>   35
                          RENAISSANCE MEDIA GROUP LLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

CABLE TELEVISION FRANCHISES AND INTANGIBLE ASSETS

     Cable television franchise costs include the assigned fair value, at the
date of acquisition, of the franchises from purchased cable television systems.
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:

<TABLE>
<S>                                                           <C>
Cable television franchises.................................    15 years
Goodwill....................................................    25 years
Deferred financing and other intangible assets..............  2-10 years
</TABLE>

     Intangible assets at April 30, 1999 consisted of:

<TABLE>
<S>                                                           <C>
Goodwill....................................................  $ 8,608
Deferred financing costs....................................    8,307
Other intangible assets.....................................      629
                                                              -------
                                                               17,544
Less: accumulated amortization..............................   (1,525)
                                                              -------
Total.......................................................  $16,019
                                                              =======
</TABLE>

     The Company reviews the carrying value of its long-lived assets, including
property, plant and equipment, cable television franchises 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.

REVENUES AND COSTS

     Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited. Rights to exhibit programming are purchased from
various cable networks. The costs of such rights are generally expensed as the
related services are made available to subscribers.

ADVERTISING COSTS

     Advertising costs are expensed upon the first exhibition of the related
advertisements and are recorded net of marketing credits earned from launch
incentive and cooperative advertising programs.

     During the four months ended April 30, 1999 the company earned marketing
credits in excess of advertising expense incurred. Advertising expense and
marketing credits amounted to $263 and $306, respectively, for the four months
ended April 30, 1999.

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.

                                      F-23
<PAGE>   36
                          RENAISSANCE MEDIA GROUP LLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

3.  ACQUISITIONS

BAYOU VISION, INC.

     On February 3, 1999, Media acquired the cable television assets of Bayou
Vision, Inc. and Gulf South Cable, Inc. serving approximately 1,950 subscribers
in the Villages of Estherwood, Morse and Mermentau and Acadia and Livingston
Parish, Louisiana. The cash purchase price was approximately $2,700 and was paid
out of available Company funds.

4.  DEBT

     As of April 30, 1999, debt consisted of:

<TABLE>
<S>                                                           <C>
10% Senior Discount Notes at accreted value (a).............  $110,902
Credit Agreement (b)........................................   102,500
                                                              --------
                                                              $213,402
                                                              ========
</TABLE>

---------------
(a) On April 9, 1998, the Company issued $163,175 principal amount at maturity,
    $100,012 initial accreted value, of 10% senior discount notes due 2008 (the
    "Notes"). The Notes pay no cash 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. The fair
    market value of the Notes at April 30, 1999 was $116,262. See Note 11
    regarding the offer to repurchase the Notes.

(b) On April 9, 1998, Media entered into a credit agreement among Morgan Stanley
    & Co. Incorporated as Placement Agent, Morgan Stanley Senior Funding Inc.,
    as Syndication Agent, the Lenders, CIBC Inc., as Documentation Agent and
    Bankers Trust Company as Administrative Agent (the "Credit Agreement"). The
    aggregate commitments under the Credit Agreement total $150,000, consisting
    of a $40,000 revolver (the "Revolver"), $60,000 Tranche A Term Loans and
    $50,000 Tranche B Term Loans (collectively the "Term Loans"). The Revolver
    and Term Loans are collateralized by a first lien position on all present
    and future assets and the member's 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. Management believes the terms are comparable to those that could
    be obtained from third parties. The effective interest rate, including
    commitment fees and amortization of related deferred financing costs and the
    interest-rate cap, for the four months ended April 30, 1999 was 7.58%. See
    Note 11 regarding the repayment of amounts outstanding under the Credit
    Agreement upon consummation of the Charter Transaction. The Credit Agreement
    and the indenture pursuant to which the Notes were issued contain
    restrictive covenants on the Company regarding additional indebtedness,
    investment guarantees, loans, acquisitions, dividends and merger or sale of
    the subsidiaries and require the maintenance of certain financial ratios.

5.  INTEREST RATE CAP AGREEMENT

     The Company purchases interest rate cap agreements that are designed to
limit its exposure to increasing interest rates and are designated to its
floating rate debt. The strike price of these agreements exceeds the current
market levels at the time they are entered into. The interest rate

                                      F-24

<PAGE>   37
                          RENAISSANCE MEDIA GROUP LLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

indices specified by the agreements have been and are expected to be highly
correlated with the interest rates the Company incurs on its floating rate debt.
Payments to be received as a result of the specified interest rate index
exceeding the strike price are accrued in other assets and are recognized as a
reduction of interest expense (the accrual accounting method). The cost of these
agreements is included in other assets and amortized to interest expense ratably
during the life of the agreement. Upon termination of interest rate cap
agreements, any gain is deferred in other liabilities and amortized over the
remaining term of the original contractual life of the agreement as a reduction
of interest expense.

     The Company purchased an interest rate cap agreement from Morgan Stanley
Capital Services Inc. The carrying value as of April 30, 1999 was $34. The fair
value of the interest rate cap was $0 as of April 30, 1999.

     The following table summarizes the interest rate cap agreement:

<TABLE>
<CAPTION>
NOTIONAL                                       INITIAL    FIXED RATE
PRINCIPAL            EFFECTIVE   TERMINATION   CONTRACT      (PAY
AMOUNT      TERM       DATE         DATE         COST       RATE)
---------  -------   ---------   -----------   --------   ----------
<S>        <C>       <C>         <C>           <C>        <C>
$100,000   2 Years    12/1/97      12/1/99       $100       7.25%
</TABLE>

6.  TAXES

     For the four months ended April 30, 1999, the credit for taxes has been
calculated on a separate company basis. The components of the credit for taxes
are as follows:

<TABLE>
<CAPTION>
                                                               FOUR MONTHS
                                                                  ENDED
                                                              APRIL 30, 1999
                                                              --------------
<S>                                                           <C>
Federal:
  Current...................................................       $ --
  Deferred..................................................         --
State:......................................................         --
  Current...................................................        (65)
  Deferred..................................................         --
                                                                   ----
(Credit) for taxes..........................................       $(65)
                                                                   ====
</TABLE>

     The Company's current state tax credit results from overpayment in 1998 of
franchise tax in Tennessee and Mississippi and tax on capital in New York.

     The Company has a net operating loss ("NOL") carry-forward for income tax
purposes which is available to offset future taxable income. This NOL totals
approximately $22,324 and will expire in the year 2018 and 2019 at $14,900 and
$7,424 respectively. The Company has established a valuation allowance to offset
the entire potential future tax benefit of the NOL carry-forward and, therefore,
has recognized no deferred tax asset with respect to the NOL.

     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.

                                      F-25
<PAGE>   38
                          RENAISSANCE MEDIA GROUP LLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

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 Inc. and Morgan Stanley & Co. Incorporated
(collectively the "Morgan Stanley Entities") acted as the Placement Agent for
the Notes. In connection with these services the Morgan Stanley Entities
received customary fees and expense reimbursement comparable to that of a third
party exchange.

(B)  Transactions with Time Warner and related parties

     In connection with the Acquisition, Media entered into an agreement with
Time Warner (the "Time Warner Agreement"), pursuant to which Time Warner managed
the Company's programming in exchange for providing the Company access to
certain Time Warner programming arrangements (the "Programming Arrangements").
Management believes that programming rates made available to the Company through
its relationship with Time Warner are lower than rates that the Company could
obtain separately. Such volume rates will not continue to be available after the
Charter Transaction.

     For the four months ended April 30, 1999, the Company incurred
approximately $2,716 in costs under the Programming Arrangements. In addition,
the Company has incurred programming costs of approximately $958 for programming
services owned directly or indirectly by Time Warner entities for the four
months ended April 30, 1999.

(C)  Transactions with board member

     The Company has utilized the law firm of one of its board members for legal
services for the Acquisition, financing agreements and various ongoing legal
matters. These fees totaled approximately $154 for the four months ended April
30, 1999.

8.  ACCRUED EXPENSES

     Accrued expenses as of April 30, 1999 consist of the following:

<TABLE>
<S>                                                           <C>
Accrued franchise fees......................................  $  830
Accrued programming costs...................................     644
Accrued salaries, wages and benefits........................     516
Accrued interest............................................     340
Accrued property and sales tax..............................     231
Accrued legal and professional fees.........................      43
Other accrued expenses......................................     618
                                                              ------
                                                              $3,222
                                                              ======
</TABLE>

9.  EMPLOYEE BENEFIT PLAN

     The Company sponsors 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 subject to Internal Revenue Code
limitations. The Company's contribution to the Plan is limited to 50% of each
eligible employee's contribution up to 10% of his or her

                                      F-26
<PAGE>   39
                          RENAISSANCE MEDIA GROUP LLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

compensation. The Company has the right in any year to set the amount of the
Company's contribution percentage. Company matching contributions to the Plan
for the four months ended April 30, 1999 were approximately $54. All participant
contributions and earnings are fully vested upon contribution and Company
contributions and earnings vest 20% per year of employment with the Company,
becoming fully vested after five years.

     In connection with the Charter Transaction, the Plan's assets were frozen
as of April 30, 1999, and employees became fully vested. Effective July 1, 1999,
the Company's employees with two months of service are eligible to participate
in the Charter Communications, Inc. 401(k) Plan.

10.  COMMITMENTS AND CONTINGENCIES

(A)  Leases

     The Company had rental expense under various lease and rental agreements
primarily for offices, tower sites and warehouses of approximately $59 for the
four months ended April 30, 1999. In addition, the Company rents utility poles
in its operations generally under short term arrangements, but the Company
expects these arrangements to recur. Total rent expense for utility poles was
approximately $272 for the four months ended April 30, 1999.

     Future minimum annual rental payments under noncancellable leases are as
follows:

<TABLE>
<S>                                                           <C>
1999........................................................  $ 29
2000........................................................    38
2001........................................................    24
2002........................................................    21
2003 and thereafter.........................................    70
                                                              ----
Total.......................................................  $182
                                                              ====
</TABLE>

(B)  Employment Agreements

     Media entered into employment agreements with six senior executives, who
are also investors in Holdings, for the payment of salaries and bonuses. In
connection with the Charter Transaction, the employment agreements with the six
senior executives were terminated with no liability to the Company.

(C)  Other Agreements

     In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, Time
Warner agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 MHz) by November 30,
2000. This agreement with the FCC (the "FCC Agreement") has been assumed by the
Company as part of the Acquisition and did not terminate as a result of the
Charter Transaction. The Company has agreed to invest approximately $25,100 in
upgrades to its cable infrastructure in accordance with the FCC Agreement.

     The Company has spent approximately $3,650 on such upgrades as of April 30,
1999.

11.  SUBSEQUENT EVENTS

     The Charter Transaction was consummated at the close of business on April
30, 1999. In connection with the closing of the Charter Transaction, all amounts
outstanding under the Credit

                                      F-27
<PAGE>   40
                          RENAISSANCE MEDIA GROUP LLC

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

Agreement, including accrued interest and unpaid fees, were paid in full and the
Credit Agreement was terminated. The effects of the debt repayment and the CC
LLC capital contribution will be reflected in the consolidated financial
statements of the Company for periods subsequent to April 30, 1999.

     In connection with the closing of the Charter Transaction, the Time Warner
Agreement was terminated on April 30, 1999 and Media paid Time Warner $650 for
deferred marketing credits owed to program providers under the Programming
Arrangements. See Note 7 (Transactions with Time Warner and related parties).

     On May 28, 1999, as a result of the Charter Transaction (i.e., change of
control) and in accordance with the terms and conditions of the indenture
governing the Notes, the Company made an offer (the "Tender Offer") to purchase
any and all of the Notes at 101% of their accreted value, plus accrued and
unpaid interest, if any, through June 28, 1999. The Tender Offer expired on June
23, 1999, whereby 48,762 notes ($1,000 face amount at maturity) were validly
tendered and accepted for purchase. On June 28, 1999, Charter Communications
Operating, LLC, the indirect parent of Group, paid a sum of $34,223 for all of
the Notes validly tendered. Accordingly, the Company recorded this payment for
the extinguishment of debt as a capital contribution.

12.  MANAGEMENT AGREEMENT (UNAUDITED)

     Effective May 1, 1999, the Company is charged a management fee equal to
3.5% of revenues, as stipulated in the previous management agreement between
Charter and Charter Communications Operating, LLC ("CCO"), the indirect parent
of Group. To the extent that management fees charged to the Company are
greater/(less) than the proportionate share (based on basic subscribers) of
corporate expenses incurred by Charter on behalf of the Company, Group will
record distributions to/(capital contributions from) Charter. On November 12,
1999, Charter and CCO entered into a revised management agreement eliminating
the 3.5% management fee and entitling Charter to reimbursement from CCO of all
of its costs incurred in connection with the performance of its services under
the revised management agreement.

                                      F-28
<PAGE>   41

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
  Renaissance Media Group LLC

     We have audited the accompanying consolidated balance sheet of Renaissance
Media Group LLC as of December 31, 1998 and the related consolidated statements
of operations, changes in members' equity, and cash flows for the year ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Renaissance
Media Group LLC at December 31, 1998, and the consolidated results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

                                          /s/ ERNST & YOUNG LLP

New York, New York
February 22, 1999
except for Note 11, as to which
the date is February 24, 1999

                                      F-29
<PAGE>   42

                          RENAISSANCE MEDIA GROUP LLC
                           CONSOLIDATED BALANCE SHEET
                            AS OF DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<S>                                                             <C>
                                 ASSETS

Cash and cash equivalents...................................    $  8,482
Accounts receivable -- trade (less allowance for doubtful
  accounts of $92)..........................................         726
Accounts receivable -- other................................         584
Prepaid expenses and other assets...........................         340
Escrow deposit..............................................         150
Investment in cable television systems:
  Property, plant and equipment.............................      71,246
  Less: Accumulated depreciation............................      (7,294)
                                                                --------
                                                                  63,952
                                                                --------
  Cable television franchises...............................     236,489
  Less: Accumulated amortization............................     (11,473)
                                                                --------
                                                                 225,016
                                                                --------
  Intangible assets.........................................      17,559
  Less: Accumulated amortization............................      (1,059)
                                                                --------
                                                                  16,500
                                                                --------
       Total investment in cable television systems.........     305,468
                                                                --------
          Total assets......................................    $315,750
                                                                ========

                    LIABILITIES AND MEMBERS' EQUITY

Accounts payable............................................    $  2,042
Accrued expenses(a).........................................       6,670
Subscriber advance payments and deposits....................         608
Deferred marketing support..................................         800
Advances from Holdings......................................         135
Debt........................................................     209,874
                                                                --------
          Total Liabilities.................................     220,129
                                                                --------

Members' Equity:
Paid in capital.............................................     108,600
Accumulated deficit.........................................     (12,979)
                                                                --------
       Total members' equity................................      95,621
                                                                --------
          Total liabilities and members' equity.............    $315,750
                                                                ========
</TABLE>

---------------
(a) includes accrued costs from transactions with affiliated companies of $921.

                See accompanying notes to financial statements.

                                      F-30

<PAGE>   43

                          RENAISSANCE MEDIA GROUP LLC
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<S>                                                             <C>
REVENUES....................................................    $ 41,524
                                                                --------
COSTS & EXPENSES
  Service Costs(a)..........................................      13,326
  Selling, General & Administrative.........................       7,711
  Depreciation & Amortization...............................      19,107
                                                                --------
     Operating Income.......................................       1,380
     Interest Income........................................         158
     Interest (Expense) (b).................................     (14,358)
                                                                --------
     (Loss) Before Provision for Taxes......................     (12,820)
     Provision for Taxes....................................         135
                                                                --------
     Net (Loss).............................................    $(12,955)
                                                                ========
</TABLE>

---------------
(a) includes costs from transactions with affiliated companies of $7,523.

(b) includes $676 of amortization of deferred financing costs.

                See accompanying notes to financial statements.

                                      F-31
<PAGE>   44

                          RENAISSANCE MEDIA GROUP LLC
              CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            PAID                      TOTAL
                                                             IN       ACCUMULATED    MEMBER'S
                                                          CAPITAL      (DEFICIT)      EQUITY
                                                          -------     -----------    --------
<S>                                                       <C>         <C>            <C>
Contributed Members' Equity -- Renaissance Media
  Holdings LLC and Renaissance Media LLC................  $ 15,000     $    (24)     $14,976
Additional capital contributions........................    93,600           --       93,600
Net (Loss)..............................................        --      (12,955)     (12,955)
                                                          --------     --------      -------
Balance December 31, 1998...............................  $108,600     $(12,979)     $95,621
                                                          ========     ========      =======
</TABLE>

                See accompanying notes to financial statements.

                                      F-32
<PAGE>   45

                          RENAISSANCE MEDIA GROUP LLC
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<S>                                                             <C>
OPERATING ACTIVITIES:
Net (loss)..................................................    $(12,955)
Adjustments to non-cash and non-operating items:
  Depreciation and amortization.............................      19,107
  Accretion on Senior Discount Notes........................       7,363
  Other non-cash charges....................................         730
  Changes in operating assets and liabilities:
     Accounts receivable -- trade, net......................        (726)
     Accounts receivable -- other...........................        (584)
     Prepaid expenses and other assets......................        (338)
     Accounts payable.......................................       2,031
     Accrued expenses.......................................       6,660
     Subscriber advance payments and deposits...............         608
     Deferred marketing support.............................         800
                                                                --------
Net cash provided by operating activities...................      22,696
                                                                --------
INVESTING ACTIVITIES:
  Purchased cable television systems:
     Property, plant and equipment..........................     (65,580)
     Cable television franchises............................    (235,412)
     Cash paid in excess of identifiable assets.............      (8,608)
  Escrow deposit............................................        (150)
  Capital expenditures......................................      (5,683)
  Cable television franchises...............................      (1,077)
  Other intangible assets...................................        (526)
                                                                --------
Net cash (used in) investing activities.....................    (317,036)
                                                                --------
FINANCING ACTIVITIES:
  Debt acquisition costs....................................      (8,323)
  Principal repayments on bank debt.........................      (7,500)
  Advances from Holdings....................................          33
  Proceeds from bank debt...................................     110,000
  Proceeds from 10% Senior Discount Notes...................     100,012
  Capital contributions.....................................     108,600
                                                                --------
Net cash provided by financing activities...................     302,822
                                                                --------
NET INCREASE IN CASH AND CASH EQUIVALENTS...................       8,482
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 1997..............          --
                                                                --------
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 1998..............    $  8,482
                                                                ========
SUPPLEMENTAL DISCLOSURES:
  INTEREST PAID.............................................    $  4,639
                                                                ========
</TABLE>

                See accompanying notes to financial statements.

                                      F-33

<PAGE>   46

                          RENAISSANCE MEDIA GROUP LLC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

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 and the Management Investors. 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 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.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NEW ACCOUNTING STANDARDS

     During fiscal 1998, the Financial Accounting Standards Board ("FASB")
issued Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133").

     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 impact of the adoption on the
Company's consolidated 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.

     CONCENTRATION OF CREDIT RISK

     A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Company generally extends credit to customers and the ultimate collection of
accounts receivable could be affected by the local economy. Management performs
continuous credit evaluations of its customers and may require cash in advance
or other special arrangements from certain customers. Management does not
believe that there is any significant credit risk which could have a material
effect on the Company's financial condition.

     REVENUE AND COSTS

     Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited.

                                      F-34
<PAGE>   47
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

Rights to exhibit programming are purchased from various cable networks. The
costs of such rights are generally expensed as the related services are made
available to subscribers.

     ADVERTISING COSTS

     Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $491 in 1998.

     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 is recorded at purchased and capitalized
cost. Capitalized internal costs principally, consist of employee costs and
interest on funds borrowed during construction. Capitalized labor, materials and
associated overhead amounted to approximately $1,429 in 1998. Replacements,
renewals and improvements to installed cable plant are capitalized. Maintenance
and repairs are charged to expense as incurred. Depreciation expense for the
year ended December 31, 1998 amounted to $7,314. Property, plant and equipment
is depreciated using the straight-line method over the following estimated
service lives:

<TABLE>
<S>                                                             <C>
Buildings and leasehold improvements........................    5 - 30 years
Cable systems, equipment and subscriber devices.............    5 - 30 years
Transportation equipment....................................    3 -  5 years
Furniture, fixtures and office equipment....................    5 - 10 years
</TABLE>

     Property, plant and equipment at December 31, 1998 consisted of:

<TABLE>
<S>                                                             <C>
  Land......................................................    $   432
  Buildings and leasehold improvements......................      1,347
  Cable systems, equipment and subscriber devices...........     62,740
  Transportation equipment..................................      2,181
  Furniture, Fixtures and office equipment..................        904
  Construction in progress..................................      3,642
                                                                -------
                                                                 71,246
Less: accumulated depreciation..............................     (7,294)
                                                                -------
          Total.............................................    $63,952
                                                                =======
</TABLE>

                                      F-35
<PAGE>   48
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

     CABLE TELEVISION FRANCHISES AND INTANGIBLE ASSETS

     Cable television franchise costs include the assigned fair value, at the
date of acquisition, of the franchises from purchased cable television systems.
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:

<TABLE>
<S>                                                             <C>
Cable television franchises.................................        15 years
Goodwill....................................................        25 years
Deferred financing and other intangible assets..............    2 - 10 years
</TABLE>

     Intangible assets at December 31, 1998 consisted of:

<TABLE>
<S>                                                             <C>
Goodwill....................................................    $ 8,608
Deferred Financing Costs....................................      8,323
Other intangible assets.....................................        628
                                                                -------
                                                                 17,559
Less: accumulated amortization..............................     (1,059)
                                                                -------
          Total.............................................    $16,500
                                                                =======
</TABLE>

     The Company periodically reviews the carrying value of its long-lived
assets, including property, plant and equipment, cable television franchises 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.

     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 $1,385 in transaction costs, exclusive of
financing costs.

     The Acquisition was accounted for using the purchase method 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 has been allocated to cable television
franchises and goodwill in the amount of $235,387 and $8,608, respectively.

                                      F-36
<PAGE>   49
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

     DEFFNER CABLE

     On August 31, 1998, the Company acquired the assets of Deffner Cable, a
cable television company located in Gadsden, Tennessee. The purchase price was
$100 and was accounted for using the purchase method. The allocation of the
purchase price is subject to change, although management does not believe that
any material adjustment to such allocation is expected.

     BAYOU VISION, INC.

     On February 3, 1999, Media acquired the cable television assets of Bayou
Vision, Inc. and Gulf South Cable, Inc. serving approximately 1,950 subscribers
in the Villages of Estherwood, Morse and Mermentau and Acadia and Livingston
Parish, Louisiana. The cash purchase price was approximately $2,700 and was paid
out of available Company funds.

     Unaudited Pro Forma summarized results of operations for the Company for
the year ended December 31, 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:

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                              ----------------------
                                                                1997         1998
                                                                ----         ----
<S>                                                           <C>          <C>
Revenues....................................................  $ 50,987     $ 56,745
Expenses....................................................    53,022       55,210
                                                              --------     --------
Operating (loss) income.....................................    (2,035)       1,535
Interest expense and other expenses.........................   (19,740)     (19,699)
                                                              --------     --------
Net (Loss)..................................................  $(21,775)    $(18,164)
                                                              ========     ========
</TABLE>

4.  DEBT

     As of December 31, 1998, debt consisted of:

<TABLE>
<S>                                                             <C>
10.00% Senior Discount Notes at Accreted Value(a)...........    $107,374
Credit Agreement(b).........................................     102,500
                                                                --------
                                                                $209,874
                                                                ========
</TABLE>

     (a) On April 9, 1998, in connection with the Acquisition described in Note
3, the Company 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
among Morgan Stanley & Co. Incorporated as Placement Agent, Morgan Stanley
Senior Funding Inc., as Syndication Agent, the Lenders, CIBC Inc., as
Documentation Agent and Bankers Trust Company as Administrative Agent (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 the member's

                                      F-37
<PAGE>   50
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

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, including
commitment fees and amortization of related deferred financing costs and the
interest-rate cap, for the year ended December 31, 1998 was 8.82%.

     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 December 31, 1998.

     As of December 31, 1998, the Company had unrestricted use of the $40,000
revolver. No borrowings had been made by the Company under the revolver through
that date.

     Annual maturities of borrowings under the Credit Agreement for the years
ending December 31 are as follows:

<TABLE>
<S>                                                             <C>
1999........................................................    $    776
2000........................................................       1,035
2001........................................................       2,701
2002........................................................       9,506
2003........................................................      11,590
2004........................................................      11,590
Thereafter..................................................      65,302
                                                                --------
                                                                 102,500
Less: Current portion.......................................        (776)
                                                                --------
                                                                $101,724
                                                                ========
</TABLE>

     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.

     Total interest cost incurred for the year ended December 31, 1998,
including commitment fees and amortization of deferred financing and
interest-rate cap costs was $14,358, net of capitalized interest of $42.

5.  INTEREST RATE-CAP AGREEMENT

     The Company purchases interest-rate cap agreements that are designed to
limit its exposure to increasing interest rates and are designated to its
floating rate debt. The strike price of these agreements exceeds the current
market levels at the time they are entered into. The interest rate indices
specified by the agreements have been and are expected to be highly correlated
with the interest rates the Company incurs on its floating rate debt. Payments
to be received as a result of the specified interest rate index exceeding the
strike price are accrued in other assets and are recognized as a reduction of
interest expense (the accrual accounting method). The cost of these agreements
is included in other assets and amortized to interest expense ratably during the
life of the agreement. Upon termination of an interest-rate cap agreement, any
gain is deferred in other liabilities and amortized over the remaining term of
the original contractual life of the agreement as a reduction of interest
expense.

                                      F-38
<PAGE>   51
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

     On December 1, 1997, the Company purchased an interest-rate cap agreement
from Morgan Stanley Capital Services Inc. The carrying value as of December 31,
1998 was $47. The fair value of the interest-rate cap, which is based upon the
estimated amount that the Company would receive or pay to terminate the cap
agreement as of December 31, 1998, taking into consideration current interest
rates and the credit worthiness of the counterparties, approximates its carrying
value.

     The following table summarizes the interest-rate cap agreement:

<TABLE>
<CAPTION>
NOTIONAL                                        INITIAL
PRINCIPAL             EFFECTIVE   TERMINATION   CONTRACT   FIXED RATE
 AMOUNT      TERM       DATE         DATE         COST     (PAY RATE)
---------    ----     ---------   -----------   --------   ----------
<S>         <C>       <C>         <C>           <C>        <C>
$100,000    2 years    12/1/97      12/1/99       $100        7.25%
</TABLE>

6.  TAXES

     For the year ended December 31, 1998, the provision for income taxes has
been calculated on a separate company basis. The components of the provision for
income taxes are as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED
                                                              DECEMBER 31, 1998
                                                              -----------------
<S>                                                           <C>
Federal:
  Current...................................................        $ --
  Deferred..................................................          --
State:
  Current...................................................         135
  Deferred..................................................          --
                                                                    ----
     Provision for income taxes.............................        $135
                                                                    ====
</TABLE>

     The Company's current state tax liability results from its obligation to
pay franchise tax in Tennessee and Mississippi and tax on capital in New York.

     The Company has a net operating loss ("NOL") carryforward for income tax
purposes which is available to offset future taxable income. This NOL totals
approximately $14,900 and expires in the year 2018. The Company has established
a valuation allowance to offset the entire potential future tax benefit of the
NOL carryforward and, therefore, has recognized no deferred tax asset with
respect to the NOL.

     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 theses losses by reducing future taxable income in
the carry forward period is uncertain at this time.

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 Inc. 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.

                                      F-39
<PAGE>   52
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

     (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.

     (c) Transactions with Management

     Prior to the consummation of the Acquisition described in Note 3, Media
paid fees in 1998 to six senior executives of the Company who are investors in
the Company (the "Management Investors") for services rendered prior to their
employment by Media 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.

     (e) TRANSACTIONS WITH BOARD MEMBER

     The Company has utilized the law firm of one of its board members for legal
services for the Acquisition, financing agreements and various ongoing legal
matters. These fees totaled approximately $1,348 for the year ended December 31,
1998.

8.  ACCRUED EXPENSES

     Accrued expenses as of December 31, 1998 consist of the following:

<TABLE>
<S>                                                             <C>
Accrued programming costs...................................    $1,986
Accrued interest............................................     1,671
Accrued franchise fees......................................     1,022
Accrued legal and professional fees,........................       254
Accrued salaries, wages and benefits........................       570
Accrued property and sales tax..............................       637
Other accrued expenses......................................       530
                                                                ------
                                                                $6,670
                                                                ======
</TABLE>

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 to the Plan for the year
ended December 31, 1998 were approximately $97. All participant contributions
and earnings are fully vested upon contribution

                                      F-40
<PAGE>   53
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

and company contributions and earnings vest 20% per year of employment with the
Company, becoming fully vested after five years.

10.  COMMITMENTS AND CONTINGENCIES

     (a) LEASES

     The Company had rental expense under various lease and rental agreements
primarily for offices, tower sites and warehouses of approximately $125 in 1998.
In addition, the Company rents utility poles in its operations generally under
short term arrangements, but the Company expects these arrangements to recur.
Total rent expense for utility poles was approximately $620 in 1998. Future
minimum annual rental payments under noncancellable leases are as follows:

<TABLE>
<S>                                                    <C>
1999...............................................    $162
2000...............................................      38
2001...............................................      24
2002...............................................      20
2003 and thereafter................................      66
                                                       ----
     Total.........................................    $310
                                                       ====
</TABLE>

     (b) EMPLOYMENT AGREEMENTS

     Media has entered into employment agreements with six senior executives who
are also investors in Holdings. Under the conditions of five of the agreements
the employment term is five years, expiring in April 2003 and requires Media to
continue salary payments (including any bonus) through the term if the
executive's employment is terminated by Media without cause, as defined in the
employment agreement. Media's obligations under the employment agreements may be
reduced in certain situations based on actual operating performance relative to
the business plan, death or disability or by actions of the other senior
executives.

     The employment agreement for one senior executive has a term of one year
and may be renewed annually. This agreement has been renewed through April 8,
2000.

     (c) OTHER AGREEMENTS

     In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, Time
Warner agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) by 1999
(approximately $23 million). This agreement with the FCC has been assumed by the
Company as part of the Acquisition.

11.  SUBSEQUENT EVENT

     On February 23, 1999, Holdings entered into an agreement with Charter
Communications, LLC and Charter Communications, Inc., to sell 100% of its
members' equity in the Company for approximately $459,000, subject to certain
closing conditions. This transaction is expected to close during the third
quarter of 1999.

                                      F-41
<PAGE>   54
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

12.  YEAR 2000 ISSUES (UNAUDITED)

     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, payroll and fixed asset 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 data.

     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 ledger software, payroll systems,
accounting software, phone switches and certain headend applications, all of
which are third party supported.

     The Company believes it has identified all systems that may be affected by
Year 2000 Issues. Concurrent with the identification phase, the Company is
securing compliance determinations relative to all identified systems. For those
systems that the Company believes are material, compliance programs have been
received or such systems have been certified by independent parities as Year
2000 compliant. For those material systems that are subject to compliance
programs, the Company expects to receive Year 2000 certifications from
independent parties by the second quarter 1999. Determinations of Year 2000
compliance requirements for less mission critical systems are in progress and
are expected to be completed in the second quarter of 1999.

     With respect to third parties with which the Company has a material
relationship, the Company believes its most significant relationships are with
financial institutions, who receive subscriber monthly payments and maintain
Company bank accounts, and subscriber billing and management systems providers.
We have received compliance programs which if executed as planned should provide
a high degree of assurance that all Year 2000 issues will be addressed by mid
1999.

     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 its applications are maintained by
third parties who have borne 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.

     Failure to resolve Year 2000 issues could result in improper billing to the
Company's subscribers which could have a major impact on the recording of
revenue and the collection of cash as well as create significant customer
dissatisfaction. In addition, failure on the part of the financial institutions
with which the Company relies on for its cash collection and management services
could also have a significant impact on collections, results of operations and
the liquidity of the Company.

                                      F-42
<PAGE>   55
                          RENAISSANCE MEDIA GROUP LLC
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1998
                       (ALL DOLLAR AMOUNTS IN THOUSANDS)

     The Company has not yet finalized contingency plans necessary to handle the
most likely worst case scenarios. Before concluding as to possible contingency
plans, the Company must determine whether the material service providers
contemplate having such plans in place. In the event that contingency plans from
material service providers are not in place or are deemed inadequate, management
expects to have such plans in place by the third quarter of 1999.

                                      F-43
<PAGE>   56

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
  TWI Cable, Inc.

     We have audited the accompanying combined balance sheet of the Picayune MS,
Lafourche LA, St. Tammany LA, St. Landry LA, Pointe Coupee LA, and Jackson TN
cable television systems, (collectively, the "Combined Systems") included in TWI
Cable, Inc. ("TWI Cable"), as of April 8, 1998, and the related combined
statements of operations, changes in net assets and cash flows for the period
from January 1, 1998 through April 8, 1998. These combined financial statements
are the responsibility of the Combined Systems' management. Our responsibility
is to express an opinion on these combined financial statements based on our
audit.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Combined Systems, included in TWI Cable, at April 8, 1998, and the combined
results of their operations and their cash flows for the period from January 1,
1998 through April 8, 1998, in conformity with generally accepted accounting
principles.

                                          /s/ ERNST & YOUNG LLP

New York, New York
February 22, 1999

                                      F-44
<PAGE>   57

           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

                             COMBINED BALANCE SHEET
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                APRIL 8, 1998
                                                                -------------
<S>                                                             <C>
                           ASSETS
Cash and cash equivalents...................................      $      7
Receivables, less allowance of $116.........................           576
Prepaid expenses and other assets...........................           438
Property, plant and equipment, net..........................        35,992
Cable television franchises, net............................       195,907
Goodwill and other intangibles, net.........................        50,023
                                                                  --------
          Total assets......................................      $282,943
                                                                  ========
                 LIABILITIES AND NET ASSETS
Accounts payable............................................      $     63
Accrued programming expenses................................           978
Accrued franchise fees......................................           616
Subscriber advance payments and deposits....................           593
Deferred income taxes.......................................        61,792
Other liabilities...........................................           747
                                                                  --------
          Total liabilities.................................        64,789
          Total net assets..................................       218,154
                                                                  --------
          Total liabilities and net assets..................      $282,943
                                                                  ========
</TABLE>

            See accompanying notes to combined financial statements.

                                      F-45
<PAGE>   58

           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

                        COMBINED STATEMENT OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  FOR THE
                                                                PERIOD FROM
                                                              JANUARY 1, 1998
                                                                  THROUGH
                                                               APRIL 8, 1998
                                                              ---------------
<S>                                                           <C>
REVENUES....................................................      $15,221
COSTS AND EXPENSES:
Operating and programming...................................        3,603
Selling, general and administrative.........................        4,134
Depreciation and amortization...............................        5,031
(Gain) on disposal of fixed assets..........................          (96)
                                                                  -------
          Total costs and expenses..........................       12,672
                                                                  -------
Operating income............................................        2,549
Provision for income taxes..................................        1,191
                                                                  -------
Net income..................................................      $ 1,358
                                                                  =======
</TABLE>

              See accompanying notes to combined financial statements.

                                      F-46
<PAGE>   59

           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

                  COMBINED STATEMENT OF CHANGES IN NET ASSETS
                                 (IN THOUSANDS)

<TABLE>
<S>                                                             <C>
Balance at December 31, 1997................................    $224,546
  Repayment of advances from Parent.........................     (17,408)
  Advances from Parent......................................       9,658
  Net income................................................       1,358
                                                                --------
Balance at April 8, 1998....................................    $218,154
                                                                ========
</TABLE>

              See accompanying notes to combined financial statements.

                                      F-47
<PAGE>   60

           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

                        COMBINED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  FOR THE
                                                                PERIOD FROM
                                                              JANUARY 1, 1998
                                                                  THROUGH
                                                               APRIL 8, 1998
                                                              ---------------
<S>                                                           <C>
OPERATING ACTIVITIES:
Net income..................................................      $ 1,358
Adjustments for noncash and nonoperating items:
  Income tax expense........................................        1,191
  Depreciation and amortization.............................        5,031
  (Gain) on disposal of fixed assets........................          (96)
  Changes in operating assets and liabilities:
     Receivables, prepaids and other assets.................          289
     Accounts payable, accrued expenses and other
      liabilities...........................................         (770)
     Other balance sheet changes............................           (4)
                                                                  -------
Net cash provided by operations.............................        6,999
                                                                  -------
INVESTING ACTIVITIES:
Capital expenditures........................................         (613)
                                                                  -------
Net cash used in investing activities.......................         (613)
                                                                  -------
FINANCING ACTIVITIES:
Net repayment of advances from Parent.......................       (7,750)
                                                                  -------
Net cash (used in) financing activities.....................       (7,750)
INCREASE IN CASH AND CASH EQUIVALENTS.......................       (1,364)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............        1,371
                                                                  -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................      $     7
                                                                  =======
</TABLE>

              See accompanying notes to combined financial statements.

                                      F-48
<PAGE>   61

           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

                     NOTES TO COMBINED FINANCIAL STATEMENTS

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  DESCRIPTION OF BUSINESS

     The cable television systems operating in the metropolitan areas of
Picayune, Mississippi; Lafourche, Louisiana; St. Tammany, Louisiana; St. Landry,
Louisiana; Pointe Coupee, Louisiana; and Jackson, Tennessee (the "Combined
Systems") are principally engaged in the cable television business under
non-exclusive franchise agreements, which expire at various times beginning in
1999. The Combined Systems' operations consist primarily of selling video
programming which is distributed to subscribers for a monthly fee through a
network of coaxial and fiber-optic cables.

     Prior to January 4, 1996, the Combined Systems were included in certain
subsidiaries of Cablevision Industries Corporation ("CVI"). On January 4, 1996,
CVI merged into a wholly owned subsidiary of Time Warner Inc. (the "CVI
Merger"). On October 1, 1996, Time Warner Inc. ("Time Warner") completed a
reorganization amongst certain of its wholly owned cable television subsidiaries
whereby CVI was renamed TWI Cable Inc. ("TWI Cable").

  BASIS OF PRESENTATION

     TWI Cable has sold the Combined Systems to Renaissance Media Holdings LLC
("Renaissance") pursuant to an Asset Purchase Agreement with Renaissance, dated
November 14, 1997 (see Note 8). Accordingly, the accompanying combined financial
statements of the Combined Systems reflect the "carved out" historical financial
position, results of operations, cash flows and changes in net assets of the
operations of the Combined Systems as if they had been operating as a separate
company. Effective as of January 1, 1996, the Combined Systems' financial
statements reflect the new basis of accounting arising from Time Warner's merger
with CVI. Based on Time Warner's allocation of the purchase price, the assets
and liabilities of the Combined Systems were revalued resulting in goodwill
allocated to the Combined Systems of approximately $52,971,000, which is being
amortized over its estimated life of 40 years. In addition, approximately
$220,981,000 was allocated to cable television franchises and other intangible
assets, which is being amortized over periods up to 20 years.

     The combined statements have been adjusted to include the allocation of
certain corporate expenses incurred by Time Warner Cable and/or TWI Cable on the
Combined Systems' behalf, based upon the number of Combined System subscribers
managed by Time Warner Cable and the ratio of Combined System subscribers to
total TWI Cable subscribers, respectively. These allocations reflect all costs
of doing business that the Combined Systems would have incurred on a stand alone
basis as disclosed in Note 3. Management believes that these allocations are
reasonable.

  BASIS OF COMBINATION

     The combined financial statements include the assets, liabilities,
revenues, expenses, income, loss and cash flows of the Combined Systems, as if
the Combined Systems were a single company. Significant intercompany accounts
and transactions between the Combined Systems have been eliminated. Significant
accounts and transactions with Time Warner and its affiliates are disclosed as
related party transactions (see Note 3).

                                      F-49
<PAGE>   62
           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

  USE OF ESTIMATES

     The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the combined financial
statements and footnotes thereto. Actual results could differ from those
estimates.

  CONCENTRATION OF CREDIT RISK

     A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Combined Systems generally extend credit to customers and the ultimate
collection of accounts receivable could be affected by the local economy.
Management performs continuous credit evaluations of its customers and may
require cash in advance or other special arrangements from certain customers.
Management does not believe that there is any significant credit risk which
could have a material effect on the financial condition of the Combined Systems.

  REVENUE AND COSTS

     Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited. Rights to exhibit programming are purchased from
various cable networks. The costs of such rights are generally expensed as the
related services are made available to subscribers.

  FRANCHISE FEES

     Local governmental authorities impose franchise fees on the cable
television systems owned by the Combined Systems ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Combined Systems' customers and such fees are not included as
revenue or as a franchise fee expense.

  ADVERTISING COSTS

     Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $105,000 for the period from
January 1, 1998 through April 8, 1998.

  STATEMENT OF CASH FLOWS

     The Combined Systems participate in a cash management system with
affiliates whereby cash receipts are transferred to a centralized bank account
from which centralized payments to various suppliers and creditors are made on
behalf of the Combined Systems. The excess of such cash receipts over payments
is included in net assets. Amounts shown as cash represent the Combined Systems'
net cash receipts not transferred to the centralized account as of December 31,
1996 and 1997. The average net intercompany payable balances was $166,522,000
for the period from January 1, 1998 through April 8, 1998.

     For purposes of this statement, cash and cash equivalents includes all
highly liquid investments purchased with original maturities of three months or
less.

                                      F-50
<PAGE>   63
           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are stated at cost. Additions to property,
plant and equipment generally include material, labor, overhead and interest.
Depreciation is provided on the straight-line method over estimated useful lives
as follows:

<TABLE>
<S>                                                             <C>
Buildings and improvements..................................    5-20 years
Cable television equipment..................................    5-15 years
Furniture, fixtures and other equipment.....................    3-10 years
</TABLE>

     Property, plant and equipment consist of:

<TABLE>
<CAPTION>
                                                                APRIL 8, 1998
                                                                -------------
                                                                (IN THOUSANDS)
<S>                                                             <C>
Land and buildings..........................................       $  2,255
Cable television equipment..................................         40,276
Furniture, fixtures and other equipment.....................          2,308
Construction in progress....................................          1,183
                                                                   --------
                                                                     46,022
Less accumulated depreciation...............................        (10,030)
                                                                   --------
          Total.............................................       $ 35,992
                                                                   ========
</TABLE>

  INTANGIBLE ASSETS

     The Combined Systems amortized goodwill over periods up to 40 years and
cable television franchises over periods up to 20 years, both using the
straight-line method. For the period from January 1, 1998 through April 8, 1998
amortization of goodwill amounted to $360,000 and amortization of cable
television franchises amounted to $3,008,000. Accumulated amortization of
intangible assets amounted to $28,114,000 at April 8, 1998.

  IMPAIRMENT

     Management separately reviews the carrying value of acquired long-lived
assets for each acquired entity on a quarterly basis to determine whether an
impairment may exist. Management considers relevant cash flow and profitability
information, including estimated future operating results, trends and other
available information, in assessing whether the carrying value of long-lived
assets can be recovered. Upon a determination that the carrying value of
long-lived assets will not be recovered from the undiscounted future cash flows
of the acquired business, the carrying value of such long-lived assets would be
considered impaired and would be reduced by a charge to operations in the amount
of the impairment. An impairment charge is measured as a deficiency in estimated
discounted future cash flows of the acquired business to recover the carrying
value related to the long-lived assets.

  INCOME TAXES

     Income taxes have been provided using the liability method prescribed by
FASB Statement No. 109, "Accounting for Income Taxes." Under the liability
method, deferred income taxes reflect tax carryforwards and the net tax effects
of temporary differences between the carrying amount of assets and liabilities
for financial statements and income tax purposes, as determined under enacted
tax laws and rates.

                                      F-51
<PAGE>   64
           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

2.  EMPLOYEE BENEFIT PLANS

     Following the CVI Merger, the Combined Systems began participation in the
Time Warner Cable Pension Plan (the "Pension Plan"), a non-contributory defined
benefit pension plan, and the Time Warner Cable Employee Savings Plan (the
"Savings Plan") which are administered by a committee appointed by the Board of
Representatives of Time Warner Entertainment Company, L.P. ("TWE"), an affiliate
of Time Warner, and which cover substantially all employees.

     Benefits under the Pension Plan are determined based on formulas which
reflect an employee's years of service and compensation levels during the
employment period. Pension expense for the period from January 1, 1998 through
April 8, 1998 totaled $61,000.

     The Combined Systems' contributions to the Savings Plan are limited to
6.67% of an employee's eligible compensation during the plan year. The Board of
Representatives of TWE has the right in any year to set the maximum amount of
the Combined Systems' contribution. Defined contribution plan expense for the
period from January 1, 1998 through April 8, 1998 totaled $38,000.

     The Combined Systems have no material obligations for other post retirement
benefits.

3.  RELATED PARTIES

     In the normal course of conducting business, the Combined Systems had
various transactions with Time Warner and its affiliates, generally on terms
resulting from a negotiation between the affected units that in management's
view resulted in reasonable allocations.

  PROGRAMMING

     Included in the Combined Systems' operating expenses are charges for
programming and promotional services provided by Home Box Office, Turner
Broadcasting System, Inc. and other affiliates of Time Warner. These charges are
based on customary rates and are in the ordinary course of business. These
charges totaled $1,164,000 for the period from January 1, 1998 through April 8,
1998. Accrued related party expenses for these programming and promotional
services included in accrued programming expenses approximated $409,000 for the
period from January 1, 1998 through April 8, 1998.

  MANAGEMENT FEES

     TWI Cable entered into a management service arrangement with Time Warner
Cable ("TWC"), pursuant to which TWC is responsible for the management and
operation of TWI Cable, which includes the Combined Systems. The management fees
paid to TWC by TWI Cable are based on an allocation of the corporate expenses of
TWC's cable division in proportion to the respective number of subscribers of
all cable systems managed by TWC's cable division. The allocation of the TWI
Cable management fee to the Combined Systems approximated $486,000 for the
period from January 1, 1998 through April 8, 1998.

     Other divisional expenses allocated to the Combined Systems approximated
$299,000 for the period from January 1, 1998 through April 8, 1998.

                                      F-52
<PAGE>   65
           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

4.  INTEREST EXPENSE

     Prior to the CVI Merger, the Jackson, Tennessee system was included in
Cablevision Industries Limited Partnership and Combined Entities ("CILP"). The
Jackson system was charged interest expense in connection with CILP's (a) senior
and subordinated bank credit agreements; and (b) senior unsecured subordinated
Series A and Series B notes payable to CVI. The remaining five systems
comprising the Combined Systems were included in Cablevision Industries of the
Southeast, Inc. and Combined Entities ("CIOS"). These systems were charged
interest expense in connection with CIOS's (a) bank revolving credit agreement;
and (b) junior and senior subordinated debt to CVI.

5.  INCOME TAXES

     Effective January 4, 1996, the Combined Systems are included in the
consolidated federal income tax return of Time Warner. Prior to January 4, 1996,
the Combined Systems were included in the consolidated federal income tax return
of CVI. The provision for income taxes has been calculated on a separate company
basis. The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
                                                               FOR THE PERIOD
                                                            FROM JANUARY 1, 1998
                                                                  THROUGH
                                                               APRIL 8, 1998
                                                            --------------------
                                                               (IN THOUSANDS)
<S>                                                         <C>
Federal:
  Current.................................................         $   --
  Deferred................................................            962
State:
  Current.................................................             --
  Deferred................................................            229
                                                                   ------
     Net provision for income taxes.......................         $1,191
                                                                   ======
</TABLE>

     The Combined Systems did not, and will not, have a tax sharing agreement
with either Time Warner, TWI Cable or CVI. Therefore, the Combined Systems have
not and will not be compensated for the utilization of the Combined Systems' tax
losses, by Time Warner, TWI Cable or CVI. In addition, the Combined Systems have
not and will not be required to make payments to either Time Warner or TWI Cable
for the current tax provision of the Combined Systems.

     The differences between the income tax provision expected at the U.S.
federal statutory income tax rate and the total income tax provision are due to
nondeductible goodwill amortization and state taxes.

                                      F-53
<PAGE>   66
           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     Significant components of the Combined Systems' deferred tax assets and
liabilities, as calculated on a separate company basis, are as follows:

<TABLE>
<CAPTION>
                                                                 APRIL 8, 1998
                                                                 -------------
                                                                (IN THOUSANDS)
<S>                                                             <C>
Deferred tax liabilities:
  Amortization..............................................        $57,817
  Depreciation..............................................          4,181
                                                                    -------
          Total gross deferred tax liabilities..............         61,998
                                                                    -------
Deferred tax assets:
  Tax loss carryforwards....................................            160
  Allowance for doubtful accounts...........................             46
                                                                    -------
          Total deferred tax assets.........................            206
                                                                    -------
          Net deferred tax liability........................        $61,792
                                                                    =======
</TABLE>

     On a separate company basis, the Combined Systems have tax loss
carryforwards of approximately $400,000 at April 8, 1998. However, if the
Combined Systems are acquired in an asset purchase, the tax loss carryforwards,
and net deferred tax liabilities relating to temporary differences will not
carry over to Renaissance (see Note 8).

6.  COMMITMENTS AND CONTINGENCIES

     The Combined Systems had rental expense of approximately $244,000 for the
period from January 1, 1998 through April 8, 1998 under various lease and rental
agreements for offices, utility poles, warehouses and computer equipment. Future
minimum annual rental payments under noncancellable leases will approximate
$1,000,000 annually over the next five years.

     In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, TWC
has agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) over the
next three years (approximately $25 million at December 31, 1997). This
agreement with the FCC, which extends to the Combined Systems, will be assumed
by Renaissance as it relates to the Combined Systems in accordance with the
Asset Purchase Agreement.

                                      F-54
<PAGE>   67
           PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
           POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
                          (INCLUDED IN TWI CABLE INC.)

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

7.  OTHER LIABILITIES

     Other liabilities consist of:

<TABLE>
<CAPTION>
                                                                APRIL 8, 1998
                                                                -------------
                                                                (IN THOUSANDS)
<S>                                                             <C>
Compensation................................................         $279
Data Processing Costs.......................................          161
Sales and other taxes.......................................          146
Copyright Fees..............................................           35
Pole Rent...................................................           93
Other.......................................................           33
                                                                     ----
          Total.............................................         $747
                                                                     ====
</TABLE>

8.  SUBSEQUENT EVENT

     The sale of the Combined Systems, in connection with the Asset Purchase
Agreement with Renaissance, closed on April 9, 1998 at the purchase price of
$309,500,000.

                                      F-55
<PAGE>   68

                                  EXHIBIT INDEX

Exhibit
Number                           Description                                Page
-------                          -----------                                ----

 3.1      Certificate of Incorporation of Renaissance Media Capital Corporation
          and all amendments thereto. (1)

 3.2      By-laws of Renaissance Media Capital Corporation. (1)

 3.3      Certificate of Formation of Renaissance Media (Louisiana) LLC. (1)

 3.4      Certificate of Formation of Renaissance Media, LLC.(5)

 3.5      Certificate of Formation of Renaissance Media (Tennessee) LLC. (1)

 3.7      Certificate of Formation of Renaissance Media Group LLC. (1)

 3.9      Amended and Restated Limited Liability Agreement of Renaissance Media
          Group LLC, dated April 29, 1999. (3)

 3.10     Amended and Restated Limited Liability Agreement of Renaissance Media
          (Louisiana) LLC, dated April 29, 1999. (3)

 3.11     Amended and Restated Limited Liability Agreement of Renaissance Media
          (Tennessee) LLC, dated April 29, 1999. (3)

 3.12     Amended and Restated Limited Liability Agreement of Renaissance Media
          LLC, dated April 29, 1999. (3)

 4.1      Indenture dated as of April 9, 1998, by and among Renaissance Media
          (Louisiana) LLC, Renaissance Media (Tennessee) LLC, Renaissance Media
          Capital Corporation, Renaissance Media Group LLC and United States
          Trust Company of New York, as Trustee. (1)

10.5      Social Contract approved by the Federal Communications Commission (the
          "FCC") on November 30, 1995, and entered into between the FCC and Time
          Warner Entertainment Company, L.P., TWI Cable Inc. and Time Warner
          Entertainment-Advance/Newhouse Partnership, or any subsidiary,
          division or affiliate thereof. (2)

10.27     Purchase Agreement dated as of February 23, 1999, by and among Charter
          Communications, Inc., Charter Communications, LLC, Renaissance Media
          Holdings LLC and Renaissance Media Group LLC. [Confidential material
          omitted and filed separately with the Securities and Exchange
          Commission pursuant to a request for confidential treatment.] (4)


                                       E-1

<PAGE>   69


Exhibit
Number                           Description                            Page
-------                          -----------                            ----




(1)       Incorporated by reference to the corresponding exhibit of the
          Registration Statement of Renaissance Media Group LLC, Renaissance
          Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
          Renaissance Media Capital Corporation on Form S-4 (Commission File No.
          333-56679), filed on June 12, 1998.

(3)       Incorporated by reference to the corresponding exhibit of Amendment 1
          to the Registration Statement of Renaissance Media Group LLC,
          Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC
          and Renaissance Media Capital Corporation on Form S-4 (Commission File
          No. 333-56679), filed on August 6, 1998.

(3)       Incorporated by reference to the corresponding exhibit of the
          Quarterly Report on Form 10-Q of Renaissance Media Group LLC,
          Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC
          and Renaissance Media Capital Corporation for the quarter ended March
          31, 1999, filed on May 17, 1999 (Commission File No. 333-56679).

(4)       Incorporated by reference to Exhibit 99.1 of the Current Report on
          Form 8-K of Renaissance Media Group LLC, Renaissance Media (Louisiana)
          LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
          Corporation dated February 23, 1999 (Commission File No. 333-56679).

(5)       Incorporated by reference to the corresponding exhibit of the Annual
          Report on Form 10-K of Renaissance Media Group LLC, Renaissance Media
          (Louisiana) LLC, Renaissance Media (Tennessee) and Renaissance Media
          Capital Corporation, filed March 30, 2000 (Commission File Nos.
          333-56679, 333-56679-02, 333-56679-01 and 333-56679-03, respectively).


                                       E-2