<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to .
------ ------
Commission File Numbers:
333-75415
333-75415-03
CC V HOLDINGS, LLC*
CC V HOLDINGS FINANCE, INC.*
-----------------------------
(Exact names of registrants as specified in their charters)
Delaware 13-4029965
Delaware 13-4029969
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12444 Powerscourt Drive - Suite 100
St. Louis, Missouri 63131
------------------- -----
(Address of principal executive offices) (Zip Code)
(314) 965-0555
-------------
(Registrants' telephone number, including area code)
Indicate by check mark whether the registrants: (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
<PAGE> 2
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
All of the issued and outstanding shares of capital stock of CC V Holdings
Finance, Inc. are held by CC V Holdings, LLC. All of the limited liability
company membership interests of CC V Holdings, LLC are held 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.
* CC V Holdings, LLC and CC V Holdings Finance, Inc. meet the conditions set
forth in General Instruction (H) (1)(a) and (b) of Form 10-Q and are therefore
filing this Form with the reduced disclosure format.
<PAGE> 3
CC V HOLDINGS, LLC
CC V HOLDINGS FINANCE, INC.
FORM 10-Q - FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements - CC V Holdings, LLC and Subsidiaries. 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K. 14
Signatures. 15
</TABLE>
NOTE: Separate financial statements of CC V Holdings Finance, Inc. have not been
presented as this entity had no operations and substantially no assets or
equity. Accordingly, management has determined that such financial statements
are not material.
<PAGE> 4
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
CC V HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SUCCESSOR
----------------------------------
MARCH 31, DECEMBER 31,
2000 1999*
-------------- ----------------
ASSETS (UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 11,584 $ 6,806
Accounts receivable, net of allowance for doubtful
accounts of $2,087 and $1,143, respectively 5,307 1,920
Prepaid expenses and other 891 663
-------------- ----------------
Total current assets 17,782 9,389
-------------- ----------------
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated
depreciation of $9,205 and $1,802, respectively 121,898 121,285
Franchises, net of accumulated amortization of $18,067
and $5,976, respectively 719,565 721,744
-------------- ----------------
841,463 843,029
-------------- ----------------
DEFERRED FINANCING COSTS 1,950 1,983
-------------- ----------------
$861,195 $854,401
============== ================
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 32,751 $ 25,132
Payables to manager of cable systems - related parties 1,909 4,971
-------------- ----------------
Total current liabilities 34,660 30,103
-------------- ----------------
LONG-TERM DEBT 297,732 451,212
DEFERRED MANAGEMENT FEES - RELATED PARTIES -- 262
MEMBER'S EQUITY - 100 units issued and outstanding 528,803 372,824
-------------- ----------------
$861,195 $854,401
============== ================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
- -----------
* Agrees with the audited consolidated balance sheet included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
4
<PAGE> 5
CC V HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SUCCESSOR | PREDECESSOR
------------------- | -----------------
THREE MONTHS | THREE MONTHS
ENDED | ENDED
MARCH 31, 2000 | MARCH 31, 1999
------------------- | -----------------
|
<S> <C> | <C>
REVENUES $ 28,028 | $ 24,577
------------------- | -----------------
|
OPERATING EXPENSES: |
Operating, general and administrative 14,617 | 13,821
Depreciation and amortization 19,662 | 10,839
Corporate expense charges - related parties 433 | --
------------------- | -----------------
34,712 | 24,660
------------------- | -----------------
|
Loss from operations (6,684) | (83)
|
OTHER INCOME (EXPENSE): |
Interest expense (10,253) | (11,730)
Interest income -- | 299
------------------- | -----------------
(10,253) | (11,431)
------------------- | -----------------
|
Loss before income taxes and minority |
interest (16,937) | (11,514)
|
BENEFIT FROM INCOME TAXES -- | 6,192
------------------- | -----------------
Loss before minority interest (16,937) | (5,322)
|
MINORITY INTEREST IN LOSS OF SUBSIDIARY -- | 1,141
------------------- | -----------------
Net loss $ (16,937) | $ (4,181)
=================== | =================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE> 6
CC V HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SUCCESSOR | PREDECESSOR
------------------ | -----------------
THREE MONTHS | THREE MONTHS
ENDED | ENDED
MARCH 31, 2000 | MARCH 31, 1999
------------------ | -----------------
<S> <C> | <C>
CASH FLOWS FROM OPERATING ACTIVITIES: |
Net loss $(16,937) | $ (4,181)
Adjustments to reconcile net loss to net cash provided by |
operating activities: |
Depreciation and amortization 19,662 | 10,839
Deferred income taxes -- | (6,192)
Minority interest in loss of subsidiary -- | (1,141)
Non-cash interest expense 3,556 | 3,278
Changes in assets and liabilities, net of effects from |
acquisitions: |
Accounts receivable (3,364) | 29
Prepaid expenses and other (225) | (21)
Accounts payable and accrued expenses 7,598 | 6,492
Payables to manager of cable systems - related parties (3,324) | --
Payable to affiliate -- | 1,365
Other operating activities (115) | 131
------------------ | -----------------
Net cash provided by operating activities 6,851 | 10,599
------------------ | -----------------
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
Purchase of property, plant and equipment (4,947) | (4,269)
Payments for acquisitions, net of cash acquired -- | (35,550)
------------------ | -----------------
Net cash used in investing activities (4,947) | (39,819)
------------------ | -----------------
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
Borrowings of long-term debt 5,000 | 36,500
Repayments of long-term debt (2,126) | --
Repayment of note payable to affiliate -- | (3,341)
------------------ | -----------------
Net cash provided by financing activities 2,874 | 33,159
------------------ | -----------------
|
NET INCREASE IN CASH AND CASH EQUIVALENTS 4,778 | 3,939
CASH AND CASH EQUIVALENTS, beginning of period 6,806 | 9,288
------------------ | -----------------
CASH AND CASH EQUIVALENTS, end of period $ 11,584 | $ 13,227
================== | =================
|
NON-CASH TRANSACTIONS: |
Payment by parent company of long-term debt recorded as |
equity contribution $159,910 | $ --
================== | =================
Contribution of cable systems to the Company $ 13,006 | $ --
================== | =================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
<PAGE> 7
CC V HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
1. ORGANIZATION
The accompanying consolidated financial statements include the accounts
of CC V Holdings, LLC (CC V Holdings), (formerly known as Avalon Cable LLC
(Avalon Cable)), and its wholly owned subsidiaries (collectively, the
"Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
On November 15, 1999, Charter Communications Holding Company, LLC
(Charter Holdco) purchased directly and indirectly all of the equity interests
of Avalon Cable of Michigan Holdings, Inc. (Avalon Michigan Holdings) for an
aggregate purchase price of $832,000, including assumed debt of $273,400 (the
"Charter Acquisition"). In connection with a multistep restructuring following
the acquisition of Avalon Michigan Holdings, Avalon Michigan Holdings was merged
with and into CC V Holdings. Effective January 1, 2000, these interests acquired
were transferred to Charter Communications Holdings, LLC (Charter Holdings), a
wholly owned subsidiary of Charter Holdco.
As a result of the Charter Acquisition, the Company has applied purchase
accounting in the preparation of the accompanying consolidated financial
statements. Accordingly, CC V Holdings increased its member's equity to $383,308
to reflect the amount paid in the Charter Acquisition and has allocated that
amount to assets acquired and liabilities assumed based on their relative fair
values, including amounts assigned to franchises of $727,720. The allocation of
the purchase price is based, in part, on preliminary information, which is
subject to adjustment upon completion of certain appraisal and valuation
information. Management believes that finalization of the purchase price and
allocation will not have a material impact on the consolidated results of
operations or financial position of the Company.
As a result of the Charter Acquisition and the application of purchase
accounting, financial information in the accompanying consolidated financial
statements and notes thereto for the three months ended March 31, 2000 (the
successor period), is presented on a different cost basis than the financial
information for the three months ended March 31, 1999 (the predecessor period).
Therefore, such information is not comparable.
Prior to the Charter Acquisition, Avalon Michigan Holdings had a
majority interest in CC V Holdings.
2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS
The accompanying consolidated financial statements of the Company have
been prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
The accompanying consolidated financial statements are unaudited;
however, in the opinion of management, such statements include all adjustments,
which consist of only normal recurring adjustments, necessary for a fair
presentation of the results for the periods presented. Interim results are not
necessarily indicative of results for a full year. For further information,
refer to the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
7
<PAGE> 8
3. ACQUISITIONS
On February 2, 2000, the Company acquired certain cable systems from
former affiliates of the Company for $13,006. The systems acquired serve
approximately 5,400 customers located in Minnesota.
This acquisition was accounted for using the purchase method of
accounting, and, accordingly, results of operations of the acquired systems have
been included in the accompanying consolidated financial statements from the
date of acquisition. The purchase price was allocated to assets acquired and
liabilities assumed based on their fair values, including amounts assigned to
franchises of $9.9 million.
Pro forma results of operations have not been presented since this
information does not differ materially from the actual results of operations
presented in the accompanying statements of operations for the three months
ended March 31, 1999 and 2000.
4. LONG-TERM DEBT
Pursuant to a change of control offer dated December 3, 1999, 134,050 of
the Company's 9.375% Senior Subordinated Notes due December 1, 2008, were
validly tendered. The aggregate repurchase price was $137,400, including accrued
and unpaid interest through January 28, 2000, and was funded with equity
contributions from Charter Holdings, parent of CC V Holdings, which made the
cash available from the proceeds of its sale of $1.5 billion of high yield notes
in January 2000 (the "January 2000 Charter Holdings Notes").
In addition to the above change of control repurchase, the Company
repurchased the remaining 15,950 notes (including accrued and unpaid interest)
in the open market for $16,300, also using cash received from equity
contributions ultimately from Charter Holdings, which made the cash available
from the sale proceeds of the January 2000 Charter Holdings Notes.
Also pursuant to a change of control offer, 16,250 of the Company's
11.875% Senior Discount Notes due 2008, were validly tendered. The notes were
repurchased for $10,500 using cash received from equity contributions from
Charter Holdings. As of March 31, 2000, notes with an aggregate principal amount
of $179.8 million at maturity remain outstanding with an accreted value of
$117.8 million.
5. LITIGATION
In connection with the Company's acquisition of Mercom, Inc. (Mercom),
former Mercom shareholders holding approximately 731,894 Mercom common shares
(approximately 15.3% of all outstanding Mercom common shares) gave notice of
their election to exercise appraisal rights as provided by Delaware law. On July
2, 1999, former Mercom shareholders holding 535,501 shares of Mercom common
stock filed a petition for appraisal of stock in the Delaware Chancery Court.
With respect to 209,893 of the total number of shares for which the Company
received notice, the notice provided to the Company was received from beneficial
holders of Mercom shares who were not holders of record. The Company believes
that the notice with respect to these shares did not comply with Delaware law
and is ineffective.
The Company cannot predict at this time the effect of the elections to
exercise appraisal rights on the Company since the Company does not know the
extent to which these former Mercom shareholders will continue to pursue
appraisal rights under Delaware law or choose to abandon these efforts and seek
to accept the consideration payable in the Mercom merger. If these former Mercom
shareholders continue to pursue their appraisal rights, and if a Delaware court
were to find that the fair value of the Mercom common shares, exclusive of any
element of value arising from the acquisition of Mercom, exceeded $12.00 per
share, the Company would have to pay the additional amount for each Mercom
common share subject to the appraisal proceedings together with a fair rate of
interest. The Company could be ordered by the Delaware court also to
8
<PAGE> 9
pay reasonable attorney's fees and the fees and expenses of experts for the
shareholders. In addition, the Company would have to pay its own litigation
costs. The Company has already provided for the consideration of $12.00 per
Mercom common share due under the terms of the merger with Mercom with respect
to these shares but has not provided for any additional amounts or costs. The
Company can provide no assurance as to what a Delaware court would find in any
appraisal proceeding or when this matter will be resolved. Accordingly, the
Company cannot assure that the ultimate outcome would have no material adverse
impact on the consolidated financial condition or results of operations of the
Company.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of
the Securities Exchange Act of 1934, as amended, and of the Securities Act of
1933, as amended, and is subject to the safe harbors created by those acts. The
Company's actual results could differ materially from those discussed herein,
and its current business plans could be altered in response to market conditions
and other factors beyond the Company's control. The forward-looking statements
within this Form 10-Q are identified by words such as "believes", "anticipates",
"accepts", "intends", "may", "will" and other similar expressions. However,
these words are not the exclusive means of identifying such statements. In
addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking
statements. The Company undertakes no obligation to release publicly the results
of any revisions to these forward-looking statements that may be made to reflect
events or circumstances occurring subsequent to the filing of this Form 10-Q
with the SEC.
Important factors that could cause actual results to differ materially
from the forward-looking statements contained herein include, but are not
limited to, the following:
- - General economic and business conditions, both nationally and in the
regions where the Company operates;
- - Anticipated capital expenditures for planned upgrades and the ability
to fund these expenditures;
- - Technology changes;
- - The Company's ability to effectively compete in a highly competitive
environment;
- - Changes in business strategy or development plans;
- - Beliefs regarding the effects of governmental regulation on the Company's
business;
- - The ability to attract and retain qualified personnel; and
- - Liability and other claims asserted against the Company.
Readers are urged to review and consider carefully the various
disclosures made by the Company in this report and in the Company's other
reports filed with the SEC that attempt to advise interested parties of the
risks and factors that may affect the Company's business.
10
<PAGE> 11
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>
SUCCESSOR | PREDECESSOR
--------------------- | ------------------------
THREE MONTHS ENDED | THREE MONTHS ENDED
MARCH 31, 2000 | MARCH 31, 1999
--------------------- | ------------------------
<S> <C> <C> | <C> <C>
Amount % | Amount %
----- - | ------ -
STATEMENT OF OPERATIONS: |
Revenues $ 28,028 100.0 | $ 24,577 100.0
--------- -------- | ----------- ---------
|
Operating expenses: |
Operating, general and administrative 14,617 52.2 | 13,821 56.2
Depreciation and amortization 19,662 70.1 | 10,839 44.1
Corporate expense charges-related parties 433 1.5 | -- --
--------- -------- | ----------- ---------
34,712 123.8 | 24,660 100.3
--------- -------- | ----------- ---------
|
Loss from operations (6,684) (23.8) | (83) (0.3)
|
Other income (expense): |
Interest expense (10,253) (36.6) | (11,730) (47.7)
Interest income -- -- | 299 1.2
--------- -------- | ----------- ---------
|
Loss before income taxes and minority |
interest (16,937) (60.4) | (11,514) (46.8)
|
Benefit from income taxes -- -- | 6,192 25.1
--------- -------- | ----------- ---------
|
Loss before minority interest (16,937) (60.4) | (5,322) (21.7)
|
Minority interest in loss of subsidiary -- -- | 1,141 4.7
--------- -------- | ----------- ---------
|
Net loss $(16,937) (60.4) | $ (4,181) (17.0)
========= ======== | =========== =========
</TABLE>
Other financial data is as follows for the periods indicated (dollars in
thousands, except Average Monthly Revenue per Basic Customer):
<TABLE>
<CAPTION>
SUCCESSOR | PREDECESSOR
--------------------- | ------------------------
THREE MONTHS ENDED | THREE MONTHS ENDED
MARCH 31, 2000 | MARCH 31, 1999
--------------------- | ------------------------
<S> <C> | <C>
EBITDA (a) $ 12,978 | $ 10,756
Adjusted EBITDA (b) 13,411 | 10,756
Homes Passed (at period end) 414,931 | 389,049
Basic Customers (at period end) 261,637 | 236,988
Basic Penetration (at period end) 63.1% | 60.9%
Premium Units (at period end) 73,787 | 60,840
Premium Penetration (at period end) 28.2% | 25.7%
Average Monthly Revenue |
per Basic Customer $ 35.71 | $ 34.57
</TABLE>
- ----------
11
<PAGE> 12
(a) EBITDA represents earnings (loss) before interest, income taxes, and
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income 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. Management's discretionary
use of funds depicted by EBITDA may be limited by working capital, debt service
and capital expenditure requirements and by restrictions related to legal
requirements, commitments and uncertainties.
(b) Adjusted EBITDA means EBITDA before corporate expense charges and other
income (expense). Adjusted EBITDA is presented because it is a widely accepted
financial indicator of a cable company's ability to service indebtedness.
However, adjusted EBITDA should not be considered as an alternative to income
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.
COMPARISON OF RESULTS
As a result of the acquisition of the Company by Charter Communications
Holding Company, LLC (the "Charter Acquisition"), the application of push-down
accounting, and the allocation of purchase price, the financial results for the
periods presented above are not comparable. In addition, prior to the Charter
Acquisition, Avalon Cable of Michigan Holdings, Inc. acquired Mercom, Inc.
(Mercom), and the Company acquired eight other cable systems. These transactions
further complicate comparison of the above results.
REVENUES. Revenues increased $3.5 million, or 14.0%, to $28.0 million
for the three months ended March 31, 2000, from $24.6 million for the three
months ended March 31, 1999. This increase in revenues primarily resulted from
the increase in customers due to acquisitions.
OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general and
administrative expenses increased $0.8 million, or 5.8%, to $14.6 million for
the three months ended March 31, 2000, from $13.8 million for the three months
ended March 31, 1999. This increase was primarily due to increases in license
fees paid for programming as a result of additional subscribers, new channels
launched and increases in the rates paid for programming services.
DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization
expense increased $8.8 million, or 81.4%, to $19.7 million for the three months
ended March 31, 2000, from $10.8 million for the three months ended March 31,
1999. This increase resulted from the Charter Acquisition and the application of
push-down accounting, which significantly increased the balance of franchises.
CORPORATE EXPENSE CHARGES - RELATED PARTIES. These charges for the
three months ended March 31, 2000, represent costs incurred by Charter
Investment, Inc. and Charter Communications, Inc. on the Company's behalf.
INTEREST EXPENSE. Interest expense decreased by $1.5 million, or 12.6%,
to $10.3 million for the three months ended March 31, 2000, from $11.7 million
for the three months ended March 31, 1999. This decrease was due to a decrease
in debt outstanding. In January 2000, pursuant to a change of control offer,
134,050 of the Company's 9.375% Senior Subordinated Notes due 2008 were
repurchased. In addition to the above change of
12
<PAGE> 13
control repurchase, the Company repurchased the remaining 15,950 notes in the
open market. Also pursuant to a change of control offer, 16,250 of the Company's
11.875% Senior Discount Notes due 2008 were repurchased.
BENEFIT FROM INCOME TAXES. Prior to the Charter Acquisition, the Company
filed a consolidated income tax return and recorded a tax benefit at the
Company's statutory tax rate. After the Charter Acquisition, the Company and all
subsidiaries are limited liability companies, and all income taxes are the
responsibility of the equity member of the Company and are not provided for in
the financial statements. Certain subsidiaries or corporations are subject to
income taxes but have no operations and, therefore, no material income tax
liabilities or assets.
MINORITY INTEREST IN LOSS OF SUBSIDIARY. Following the Charter
Acquisition, the Company now owns 100% of the interests in subsidiaries.
NET LOSS. Net loss increased by $12.8 million for the three months ended
March 31, 2000, compared to the three months ended March 31, 1999. The increase
in revenues and the decrease in interest expense were not sufficient to offset
the increases in operating, general and administrative expenses, depreciation
and amortization expenses, and the lack of a tax benefit as discussed above.
13
<PAGE> 14
PART II. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a)Exhibits (listed by numbers corresponding to the exhibit table in Item
601 of Regulation S-K):
27.1 Financial Data Schedule.*
- ----------
* Filed herewith.
(b)Reports on Form 8-K.
- On February 14, 2000, the Company filed a Form 8-K dated January 28,
2000, to announce a change in the Company's principal independent
accountants, to provide the results of a change of control offer for
the Company's 11.875% Senior Discount Notes, and to announce a
multi-step restructuring in which Avalon Cable of Michigan Holdings
was merged with and into CC Michigan, LLC (formerly known as Avalon
Cable of Michigan LLC).
- On February 24, 2000, the Company filed an amended Form 8-K (amending
the preceding Form 8-K) dated January 28, 2000, to file a letter from
the Company's previous principal independent accountants.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
CC V HOLDINGS, LLC
Dated May 12, 2000 By: CHARTER COMMUNICATIONS, INC.
----------------------------
its Manager
By: /s/ KENT D. KALKWARF
---------------------------
Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer) of Charter
Communications, Inc. (Manager);
and CC V Holdings, LLC
CC V HOLDINGS FINANCE, INC.
Dated May 12, 2000 By: /s/ KENT D. KALKWARF
----------------------
Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001082692
<NAME> CC V HOLDINGS, LLC
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 11,584
<SECURITIES> 0
<RECEIVABLES> 7,394
<ALLOWANCES> 2,087
<INVENTORY> 0
<CURRENT-ASSETS> 17,782
<PP&E> 131,103
<DEPRECIATION> 9,205
<TOTAL-ASSETS> 861,195
<CURRENT-LIABILITIES> 34,660
<BONDS> 297,732
0
0
<COMMON> 0
<OTHER-SE> 528,803
<TOTAL-LIABILITY-AND-EQUITY> 861,195
<SALES> 0
<TOTAL-REVENUES> 28,028
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34,712
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,253
<INCOME-PRETAX> (16,937)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16,937)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,937)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
