<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
Form 10-K
<TABLE>
<S> <C> <C>
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSACTION PERIOD FROM TO
COMMISSION FILE NUMBERS: 333-77499
333-77499-01
</TABLE>
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS
CAPITAL CORPORATION*
(Exact name of registrants as specified in their charters)
<TABLE>
<S> <C>
DELAWARE 43-1843179
DELAWARE 43-1843177
- ---------------------------------------------- -------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
12444 POWERSCOURT DRIVE -- SUITE 100 63131
ST. LOUIS, MISSOURI ---------
--------------------------------- (Zip Code)
(Address of principal executive offices)
</TABLE>
(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]
The aggregate market value of equity securities held by non-affiliates of the
Registrants: There is no public trading market for the equity securities of the
Registrants and, accordingly, the Registrants are not presently able to
determine the market value of the equity securities held by non-affiliates.
Number of shares of common stock of Charter Communications Holdings Capital
Corporation outstanding as of March 28, 1999: 100.
* Charter Communications Holdings Capital Corporation meets the conditions set
forth in General Instruction J(i)(a) and (b) to the Form 10-K and is therefore
filing with the reduced disclosure format.
DOCUMENTS INCORPORATED BY REFERENCE: None.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
FORM 10-K -- FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 36
Item 3. Legal Proceedings........................................... 36
Item 4. Submission of Matters to a Vote of Security Holders......... 36
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 37
Item 6. Selected Consolidated Financial Data........................ 37
Item 7. Management's Discussion and Analysis of Financial Condition
and
Results of Operations....................................... 38
Item 7a. Quantitative and Qualitative Disclosure about Market Risk... 59
Item 8. Consolidated Financial Statements and Supplementary Data.... 60
Item 9. Changes in and Disagreements with Accountants on Accounting
and
Financial Disclosure........................................ 60
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 61
Item 11. Executive Compensation...................................... 65
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 69
Item 13. Certain Relationships and Related Transactions.............. 71
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 86
SIGNATURES................................................................ 87
</TABLE>
This Annual Report on Form 10-K is for the year ended December 31, 1999.
This Annual Report modifies and supersedes documents filed prior to this Annual
Report. The SEC allows us to "incorporate by reference" information that we file
with the SEC, which means that we can disclose important information to you by
referring you directly to those documents. Information incorporated by reference
is considered to be part of this Annual Report. In addition, information that we
file with the SEC in the future will automatically update and supersede
information contained in this Annual Report. In this Annual Report, "we," "us"
and "our" refer to Charter Communications Holdings, LLC and its subsidiaries.
2
<PAGE> 3
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," "estimated" 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 achieve growth by offering new products and services and
through acquisitions and swaps;
- Our anticipated capital expenditures for our planned upgrades and the
ability to fund these expenditures;
- Our beliefs regarding the effects of governmental regulation on our
business; and
- Our ability to effectively compete in a highly competitive environment.
All forward-looking statements attributable to us or a person acting on our
behalf are expressly qualified in their entirety by those cautionary statements.
PART I
ITEM 1. BUSINESS.
INTRODUCTION
We are the fourth largest operator of cable systems in the United States,
serving approximately 6.2 million customers, after giving effect to our pending
transaction, as described below.
We are wholly owned by our parent company, Charter Communications Holding
Company, LLC. Charter Communications, Inc. is a holding company whose principal
asset is an approximate 40% equity interest, pro forma for the recent transfers
of Falcon, Fanch, and Avalon as well as the Bresnan acquisition, and a 100%
voting interest in Charter Communications Holding Company, LLC. Charter
Communications, Inc.'s only business is to act as the sole manager of Charter
Communications Holding Company and its subsidiaries including us. As sole
manager, Charter Communications, Inc. controls the affairs of Charter
Communications Holding Company and its subsidiaries including us.
INITIAL PUBLIC OFFERING OF COMMON STOCK OF CHARTER COMMUNICATIONS, INC., OUR
MANAGER
In November 1999, Charter Communications, Inc. completed an initial public
offering of 195,500,000 shares of its Class A common stock for total net
proceeds of $3.57 billion. At that time, Paul G. Allen purchased 50,000 shares
of high vote Class B common stock of Charter Communications, Inc. at the initial
public offering price. In addition, at the closing of the initial public
offering, Mr. Allen through Vulcan Cable III Inc. invested $750 million in cash
to purchase membership units from Charter Communications Holding Company at the
initial public offering price, net of underwriters' discounts. These membership
units are exchangeable at any time for shares of Class A common stock of Charter
Communications, Inc. All of the proceeds from Charter Communications, Inc.'s
public offering were used to purchase membership units in Charter Communications
Holding Company, which used a portion of the funds received from Charter
Communications, Inc. along with the funds received from Vulcan Cable III Inc. to
pay a portion of the purchase prices of Charter Communications, Inc.'s Fanch,
Falcon, Avalon and Bresnan acquisitions.
3
<PAGE> 4
CHARTER ORGANIZATIONAL STRUCTURE
The equity ownership percentages in Charter Communications Holding Company
assume the exchange by certain sellers in the Bresnan acquisition of preferred
membership units in an indirect subsidiary of Charter Communications Holding
Company for common membership units in Charter Communications Holding Company on
a one-for-one basis.
OWNERSHIP OF CHARTER COMMUNICATIONS, INC. Mr. Allen owns less than 1% of
the outstanding capital stock of Charter Communications, Inc. and controls
approximately 93.6% of the voting power of Charter Communications, Inc.'s
capital stock. The remaining equity interest and voting control are held by the
public. Mr. Allen's voting control arises from his ownership of Charter
Communications, Inc.'s high vote Class B common stock, plus his ownership of
Vulcan Cable III Inc., which owns membership units in Charter Communications
Holding Company that are exchangeable for shares of high vote Class B common
stock of Charter Communications, Inc.
VULCAN CABLE III INC. Mr. Allen owns 100% of the equity of Vulcan Cable
III. Vulcan Cable III has a 18.2% equity interest and no voting rights in
Charter Communications Holding Company. In August 1999, Mr. Allen, through
Vulcan Cable III, contributed to Charter Communications Holding Company $500
million in cash. In September 1999, he contributed an additional $825 million
through Vulcan Cable III, of which approximately $644.3 million was in cash and
approximately $180.7 million was in the form of equity interests Vulcan Cable
III acquired in connection with the Rifkin acquisition. Upon each of these
contributions, Vulcan Cable III received Charter Communications Holding Company
membership units at a price per membership unit of $20.73. In addition, in
November 1999, Mr. Allen, through Vulcan Cable III, made a $750 million cash
equity contribution to Charter Communications Holding Company for which Vulcan
Cable III received additional membership units at a price per membership unit of
$18.24.
CHARTER INVESTMENT, INC. Charter Investment, Inc. has a 37.2% equity
interest and no voting rights in Charter Communications Holding Company. Mr.
Allen owns approximately 96.8% of the outstanding stock of Charter Investment,
Inc. The remaining 3.2% equity is beneficially owned by our founders, Jerald L.
Kent, Barry L. Babcock and Howard L. Wood.
BRESNAN SELLERS. Under the terms of the Bresnan acquisition, some of the
sellers received a portion of their purchase price in Charter Communications
Holding Company common membership units rather than in cash. These common
membership units are exchangeable for shares of Charter Communications, Inc.
Class A common stock on a one-for-one basis. In addition, certain other Bresnan
sellers received a portion of the purchase price in preferred membership units
in an indirect subsidiary of Charter Communications Holding Company. The
preferred membership units are exchangeable for common membership units of
Charter Communications Holding Company at anytime on a one-for-one basis. These
equity holders as a group have a 6.7% equity interest and no voting rights in
Charter Communications Holding Company.
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC. Charter Communications
Holding Company is the direct 100% parent of Charter Communications Holdings.
Charter Communications Holding Company is owned 37.9% by Charter Communications,
Inc., 18.2% by Vulcan Cable III Inc., 37.2% by Charter Investment, Inc. and 6.7%
by certain sellers in our Rifkin and Bresnan acquisitions. All of the
outstanding units in Charter Communications Holding Company are exchangeable for
shares of Class A common stock of Charter Communications, Inc. on a one-for-one
basis at any time. Charter Communications, Inc. has 100% of the voting power of
Charter Communications Holding Company.
CHARTER COMMUNICATIONS HOLDINGS, LLC. Charter Holdings is a co-issuer of
$3.575 billion aggregate principal of notes issued in March 1999 (referred to as
the March 1999 Charter Holdings notes) and $1.532 billion aggregate principal
amount of notes issued in January 2000 (referred to as the January 2000 Charter
Holdings notes). Charter Holdings owns 100% of Charter Capital, the co-issuer of
the notes. Charter Holdings also owns the various subsidiaries that conduct all
of our cable operations, including the Charter, Falcon, Fanch, Avalon and
Bresnan companies described below.
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION. Charter Capital is a
wholly owned subsidiary of Charter Holdings and a co-issuer of the notes
described in the preceding paragraph.
4
<PAGE> 5
CHARTER COMPANIES. These companies are subsidiaries of Charter Holdings
and own or operate all of the cable systems originally managed by Charter
Investment, Inc. (namely Charter Communications Properties Holdings, LLC, CCA
Group and CharterComm Holdings, LLC), the cable systems obtained through the
merger of Marcus Holdings with Charter Holdings and the cable systems we
acquired in eight acquisitions in 1999. Historical financial information is
presented separately for these acquired entities. Charter Operating, a direct
subsidiary of Charter Holdings, owns all of the Charter companies' operating
subsidiaries and is the borrower under the Charter Operating credit facilities.
The Charter Companies also include the issuers of the outstanding publicly held
notes of Renaissance.
FALCON COMPANIES. These companies are subsidiaries of Charter Holdings and
own or operate all of the cable systems acquired in the Falcon acquisition and
Falcon Cable Communications, which is the borrower under the Falcon credit
facilities.
FANCH COMPANIES. These companies are subsidiaries of Charter Holdings and
own or operate all of the cable systems acquired in the Fanch acquisition and CC
VI Operating, LLC, which is the borrower under the Fanch credit facilities.
AVALON COMPANIES. These companies are subsidiaries of Charter Holdings and
own or operate all of the cable systems acquired in the Avalon acquisition,
including CC Michigan, LLC and CC New England, LLC, which are the borrowers
under the Avalon credit facilities. CC V Holdings, LLC (formerly Avalon Cable
LLC) and CC V Holdings Finance, Inc. (formerly Avalon Cable Finance Holdings,
Inc.) are co-issuers of the outstanding publicly held Avalon notes.
On January 1, 2000, Charter Communications Holding Company transferred to
us the equity interests it held in the entities that owned, indirectly, the
Fanch, Falcon and Avalon companies. These transfers are referred to in this
Annual Report as the "Recent Transfers."
BRESNAN COMPANIES. These companies are subsidiaries of Charter Holdings
and own or operate all of the cable systems acquired in the Bresnan acquisition
and CC VIII Operating, LLC, which is the borrower under the Bresnan credit
facilities.
OUR BUSINESS
We offer a full range of traditional cable television services. Our service
offerings include the following programming packages:
- basic programming;
- expanded basic programming;
- premium service; and
- pay-per-view television programming.
We have begun to offer digital cable television services to customers in
some of our systems. Digital technology enables cable operators to increase the
number of channels a cable system can carry by permitting a significantly
increased number of video signals to be transmitted over a cable system's
existing bandwidth. Bandwidth is a measure of the information-carrying capacity.
It is the range of usable frequencies that can be carried by a cable system.
We have also started to introduce a number of other new products and
services, including interactive video programming, which allows information to
flow in both directions, and high-speed Internet access to the World Wide Web.
We are also exploring opportunities in telephony, which will integrate telephone
services with the Internet through the use of cable. The introduction of these
new services represents an important step toward the realization of our Wired
World(TM) vision, where cable's ability to transmit voice, video and data at
high speeds will enable it to serve as the primary platform for the delivery of
new services to the home and workplace. We are accelerating the upgrade of our
systems to more quickly provide these new services.
5
<PAGE> 6
We have grown rapidly over the past five years. During this period, Charter
Communications, Inc.'s management team has successfully completed 32
acquisitions, including twelve acquisitions since January 1, 1999 and a merger
with Marcus Cable Holdings, LLC in April 1999. In addition, we have expanded our
customer base through significant internal growth. In 1999, our internal
customer growth, without giving effect to the cable systems we acquired during
that period, was 3.1%, compared to the national industry average of 1.8%. In
1998, our internal customer growth, without giving effect to the cable systems
we acquired in that year, was 4.8%, more than twice the national industry
average of 1.7%.
BUSINESS STRATEGY
Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:
INTEGRATE AND IMPROVE ACQUIRED CABLE SYSTEMS. We seek to rapidly integrate
acquired cable systems and apply our core operating strategies to raise the
financial and operating performance of these acquired systems. Our integration
process occurs in three stages:
System Evaluation. We conduct an extensive evaluation of each system
we acquire. This process begins prior to reaching an agreement to purchase
the system and focuses on the system's:
- demographic profile of the market as well as the number of homes
passed and customers;
- business plan;
- customer service standards;
- management capabilities; and
- technological capacity and compatibility.
We also evaluate opportunities to consolidate headends and billing and
other administrative functions. Based upon this evaluation, we formulate plans
for customer service centers, plant upgrades, market positioning, new product
and service launches and human resource requirements.
Implementation of Our Core Operating Strategies. To achieve our high
standards for customer satisfaction and financial and operating
performance, we:
- attract and retain high quality local management;
- empower local managers with a high degree of day-to-day operational
autonomy;
- set key financial and operating benchmarks for management to meet,
such as revenue and cash flow per subscriber, subscriber growth,
customer service and technical standards; and
- provide incentives to all employees through grants of cash bonuses
and equity options.
Ongoing Support and Monitoring. We provide local managers with
regional and corporate management guidance, marketing and other support for
implementation of their business plans. We monitor performance of our
acquired cable systems on a frequent basis to ensure that performance goals
can be met.
The turn-around in our Fort Worth system, which our management team began
to manage in October 1998, is an example of our success in integrating newly
acquired cable systems into our operations. We introduced a customer care team
that has worked closely with city governments to improve customer service and
local government relations, and each of our customer service representatives
attended a training program. We also conducted extensive training programs for
our technical and engineering, dispatch, sales and support, and management
personnel. We held a series of sales events and service demonstrations to
increase customer awareness and enhance our community exposure and reputation.
We reduced the new employee hiring process from two to three weeks to three to
five days. As a result of these and other actions taken by the Charter
management team, relations with local franchising authorities are greatly
improved, customer service has been significantly enhanced, and the number of
customers and operating cash flow have increased.
6
<PAGE> 7
OFFER NEW PRODUCTS AND SERVICES. We intend to expand the array of products
and services we offer to our customers to implement our Wired World vision.
Using digital technology, we plan to offer additional channels on our existing
service tiers, create new service tiers, introduce multiple packages of premium
services and increase the number of pay-per-view channels. We also plan to add
digital music services and interactive program guides which are comprehensive
guides to television program listings that can be accessed by network, time,
date or programming genre. In addition, we have begun to roll out advanced
services, including interactive video programming and high-speed Internet
access, and we are currently exploring opportunities in telephony. We have
entered into agreements with several providers of high-speed Internet and other
interactive services, including High-Speed Access Corp., EarthLink Network,
Inc., Excite@Home Corporation, Convergence.com, WorldGate Communications, Inc.
and Wink Communications, Inc. We have recently entered into a joint venture with
Vulcan Ventures Inc. and Go2Net, Inc. to deliver high-speed Internet portal
services to our customers.
UPGRADE THE BANDWIDTH CAPACITY OF OUR SYSTEMS. We plan to spend
approximately $5.6 billion from 2000 to 2002 for capital expenditures.
Approximately $3.1 billion will be used to upgrade our systems to bandwidth
capacity of 550 megahertz or greater. Upgrading to at least 550 megahertz of
bandwidth capacity will allow us to:
- offer advanced services, such as digital television, Internet access and
other interactive services;
- increase channel capacity up to 82 analog channels, or even more
programming channels if some of our bandwidth is used for digital
services; and
- permit two-way communication which will give our customers the ability
to send and receive signals over the cable system so that high-speed
cable services, such as Internet access, will not require a separate
telephone line and will enable our systems to provide telephony
services.
The remaining capital will be spent on plant extensions, new services,
converters and system maintenance.
As of December 31, 1999, approximately 45% of our customers were served by
cable systems with at least 550 megahertz bandwidth capacity, and approximately
30% of our customers had two-way communication capability. By year-end 2003,
including the Fanch, Falcon, Avalon and Bresnan cable systems and our pending
transaction, we expect that approximately 95% of our customers will be served by
cable systems with at least 550 megahertz bandwidth capacity and two-way
communication capability and approximately 86% of our customers will be served
by cable systems with at least 750 megahertz bandwidth and two-way communication
capability.
Our planned upgrades are designed to reduce the number of headends from
1,257 at year-end 1999, including the Fanch, Falcon, Avalon and Bresnan cable
systems and our pending transaction, to 459 at year-end 2003. Reducing the
number of headends will reduce headend equipment and maintenance expenditures
and, together with other upgrades, will provide enhanced picture quality and
system reliability. In addition, by year-end 2003, including the Fanch, Falcon,
Avalon and Bresnan cable systems and the pending transaction, we expect that
approximately 90% of our customers will be served by headends serving at least
10,000 customers.
MAXIMIZE CUSTOMER SATISFACTION. To maximize customer satisfaction, we
operate our business to provide reliable, high-quality products and services,
superior customer service and attractive programming choices at reasonable
rates. We have implemented stringent internal customer service standards which
we believe meet or exceed those established by the National Cable Television
Association, the Washington, D.C.-based trade association for the cable
television industry. We believe that our customer service efforts have
contributed to our superior customer growth, and will strengthen the Charter
brand name and increase acceptance of our new products and services.
EMPLOY INNOVATIVE MARKETING. We have developed and successfully
implemented a variety of innovative marketing techniques to attract new
customers and increase revenue per customer. Our marketing efforts focus on
tailoring Charter-branded entertainment and information services that provide
value, choice,
7
<PAGE> 8
convenience and quality to our customers. We use demographic "cluster codes" to
address messages to target audiences through direct mail and telemarketing.
Cluster codes identify customers by marketing type such as young professionals,
retirees or families. In addition, we promote our services on radio, in local
newspapers and by door-to-door selling. In many of our systems, we offer
discounts to customers who purchase multiple premium services such as Home Box
Office or Showtime. We also have a coordinated strategy for retaining customers
that includes televised retention advertising to reinforce the link between
quality service and the Charter brand name and to encourage customers to
purchase higher service levels. Successful implementation of these marketing
techniques has contributed to internal customer growth rates in excess of the
cable industry average in each year from 1996 through 1999 for the systems we
owned in each of those years. We have begun to implement our marketing programs
in all of the systems we have recently acquired.
EMPHASIZE LOCAL MANAGEMENT AUTONOMY WHILE PROVIDING REGIONAL AND CORPORATE
SUPPORT AND CENTRALIZED FINANCIAL CONTROLS. Our local cable systems are
organized into twelve operating regions. A regional management team oversees
multiple local system operations in each region. We believe that a strong
management presence at the local system level:
- improves our customer service;
- increases our ability to respond to customer needs and programming
preferences;
- reduces the need for a large centralized corporate staff;
- fosters good relations with local governmental authorities; and
- strengthens community relations.
Our regional management teams work closely with both local managers and
senior management in our corporate office to develop budgets and coordinate
marketing, programming, purchasing and engineering activities. Our centralized
financial management enables us to set financial and operating benchmarks and
monitor performance on an ongoing basis. In order to attract and retain high
quality managers at the local and regional operating levels, we provide a high
degree of operational autonomy and accountability along with cash and
equity-based compensation. Charter Communications Holding Company has a plan to
distribute to directors, consultants and substantially all employees, including
members of corporate management and key regional and system-level management
personnel, options exercisable for up to 25,009,798 Charter Communications
Holding Company membership units that are automatically exchanged for shares of
Charter Communications, Inc. Class A common stock on a one-for-one basis.
CONCENTRATE OUR SYSTEMS IN TIGHTER GEOGRAPHICAL CLUSTERS. To improve
operating margins and increase operating efficiencies, we regularly seek to
improve the geographic clustering of our cable systems by selectively swapping
our cable systems for systems of other cable operators or acquiring systems in
close proximity to our systems. We believe that by concentrating our systems in
clusters, we will be able to generate higher growth in revenues and operating
cash flow. Clustering enables us to consolidate headends and spread fixed costs
over a larger subscriber base. Charter Communications, Inc. and AT&T Broadband &
Internet Services have entered into a non-binding letter of intent to exchange
certain cable systems (referred to as the "Swap Transaction"). If completed, the
Swap Transaction will allow us to improve the clustering of our cable systems in
certain key markets. We are negotiating with several other cable operators whose
systems we consider to be potential acquisition or swapping candidates.
8
<PAGE> 9
RECENT EVENTS
ACQUISITIONS AND TRANSFERS IN 1999 AND 2000
In 1999, we completed eight acquisitions of cable systems. On January 1,
1999, the Recent Transfers were completed. In February 1999, the Bresnan
acquisition was completed. A summary of information regarding these acquisitions
and transfers is as follows:
<TABLE>
<CAPTION>
AS OF AND FOR
THE YEAR ENDED
PURCHASE PRICE DECEMBER 31, 1999
ACQUISITION (INCLUDING --------------------------
OR TRANSFER ASSUMED DEBT) REVENUES
ACQUISITIONS DATE (IN MILLIONS) CUSTOMERS (IN THOUSANDS)
- ------------ ----------- -------------- --------- --------------
<S> <C> <C> <C> <C>
Renaissance Media Group LLC............... 4/99 $ 459 134,000 $ 62,428
American Cable Entertainment, LLC......... 5/99 240 69,000 37,216
Cable systems of Greater Media
Cablevision, Inc........................ 6/99 500 176,000 85,933
Helicon Partners I, L.P. and affiliates... 7/99 550 171,000 85,224
Vista Broadband Communications, L.L.C..... 7/99 126 26,000 14,112
Cable system of Cable Satellite of South
Miami, Inc.............................. 8/99 22 9,000 4,859
Rifkin Acquisition Partners, L.L.L.P. and
InterLink Communications Partners,
LLLP.................................... 9/99 1,460 463,000 219,878
Cable systems of InterMedia Capital
Partners IV, L.P., InterMedia Partners
and affiliates.......................... 10/99 873+ 420,000 179,259
systems swap (142,000)(a) (53,056)(b)
--------- ----------
278,000 126,203
Bresnan Communications Company
Limited Partnership..................... 2/00 3,100 686,000(c) 290,697(d)
RECENT TRANSFERS
Cable systems of Fanch Cablevision L.P.
and affiliates.......................... 1/00 2,400 528,000 218,197
Falcon Communications, L.P................ 1/00 3,481 955,000 427,668
Avalon Cable of Michigan Holdings, Inc.... 1/00 845(e) 258,000(e) 109,943(f)
------------ --------- ----------
Total................................... $ 14,056 3,753,000 $1,682,358
============ ========= ==========
</TABLE>
- ---------------
(a) As part of the transaction with InterMedia, we agreed to "swap" some of our
non-strategic cable systems located in Indiana, Montana, Utah and northern
Kentucky, representing 142,000 basic customers. We transferred cable systems
with 112,000 customers to InterMedia in connection with this swap in October
1999. The remaining Indiana cable system, with customers totaling 30,000,
was transferred in March 2000 after receipt of the necessary regulatory
approvals.
(b) Includes revenue for all swapped InterMedia systems, except the retained
Indiana system, for the nine months ended September 30, 1999, the date of
the transfer of these systems, and includes revenue for the Indiana system
for the year ended December 31, 1999.
(c) Includes approximately 19,400 customers served by cable systems acquired by
Bresnan since December 31, 1999.
(d) Includes revenues of approximately $7.1 million related to the cable systems
acquired by Bresnan since December 31, 1999.
(e) Includes approximately 5,400 customers served by cable systems that we
acquired from certain former affiliates of Avalon in February 2000. The $845
million purchase price for Avalon includes the purchase price for these
systems of approximately $13 million.
(f) Includes revenues of approximately $1.6 million related to cable systems
acquired from certain former affiliates of Avalon.
9
<PAGE> 10
ACQUISITION CRITERIA. Our primary criterion in considering acquisition and
swapping opportunities is the financial return that we expect to ultimately
realize. We consider each acquisition in the context of our overall existing and
planned operations, focusing particularly on the impact on our size and scope
and the ability to reinforce our clustering strategy, either directly or through
future swaps or acquisitions. Other specific factors we consider in acquiring a
cable system are:
- demographic profile of the market as well as the number of homes passed
and customers within the system;
- per customer revenues and operating cash flow and opportunities to
increase these financial benchmarks;
- proximity to our existing cable systems or the potential for developing
new clusters of systems;
- the technological state of such system; and
- the level of competition within the local market.
We believe that there are significant advantages in increasing the size and
scope of our operations, including:
- improved economies of scale in management, marketing, customer service,
billing and other administrative functions;
- reduced costs for our cable plants and our infrastructure in general;
- increased leverage for negotiating programming contracts; and
- increased influence on the evolution of important new technologies
affecting our business.
We believe that as a result of our acquisition strategy and our systems
upgrade we will be well positioned to have cable systems with economies of scale
sufficient to allow us to execute our strategy to expand the array of products
and services that we offer to our customers as we implement our Wired World
vision. We will continue to explore acquisitions and swaps of cable systems that
would further complement our existing cable systems.
ACQUISITIONS COMPLETED IN 1999 AND 2000
MERGER WITH MARCUS HOLDINGS. On April 23, 1998, Mr. Allen acquired
approximately 99% of the non-voting economic interests in Marcus Cable Company,
L.L.C., and agreed to acquire the remaining interests in Marcus Cable. The
aggregate purchase price was approximately $1.4 billion, excluding $1.8 billion
in assumed liabilities. On February 22, 1999, Marcus Holdings was formed, and
all of Mr. Allen's interests in Marcus Cable were transferred to Marcus Holdings
on March 15, 1999. On March 31, 1999, Mr. Allen completed the acquisition of all
remaining interests of Marcus Cable. On April 7, 1999, the holding company
parent of the Marcus companies, Marcus Holdings, merged into Charter Holdings,
which was the surviving entity of the merger. The subsidiaries of Marcus
Holdings became subsidiaries of Charter Operating. During the period of
obtaining the requisite regulatory approvals for the transaction, the Marcus
systems came under common management with our subsidiaries in October 1998
pursuant to the terms of a management agreement.
The cable systems we acquired in the merger with Marcus are located in
Wisconsin, Tennessee, North Carolina, Georgia, California, Alabama and Texas,
has approximately 1,001,000 customers and is operated as part of our North
Central, Southeast, Southern California, Gulf Coast and Metroplex regions. For
the year ended December 31, 1999, Marcus had revenues of approximately $511.9
million.
RENAISSANCE. In April 1999, one of Charter Holdings' subsidiaries
purchased Renaissance Media Group LLC for approximately $459 million, consisting
of $348 million in cash and $111 million of assumed debt. Renaissance owns cable
systems located in Louisiana, Mississippi and Tennessee, has approximately
134,000 customers and is operated as part of our Gulf Coast and Mid-South
regions. For the year ended December 31, 1999, Renaissance had revenues of
approximately $62.4 million.
10
<PAGE> 11
AMERICAN CABLE. In May 1999, one of Charter Holdings' subsidiaries
purchased American Cable Entertainment, LLC for approximately $240 million.
American Cable owns cable systems located in California serving approximately
69,000 customers and is operated as part of our Southern California region. For
the year ended December 31, 1999, American Cable had revenues of approximately
$37.2 million.
GREATER MEDIA SYSTEMS. In June 1999, one of Charter Holdings' subsidiaries
purchased certain cable systems of Greater Media Cablevision Inc. for
approximately $500 million. The Greater Media systems are located in
Massachusetts, have approximately 176,000 customers and are operated as part of
our Northeast Region. For the year ended December 31, 1999, the Greater Media
systems had revenues of approximately $85.9 million.
HELICON. In July 1999, one of Charter Holdings' subsidiaries acquired
Helicon Partners I, L.P. and affiliates for approximately $550 million,
consisting of $410 million in cash, $115 million of assumed debt, and $25
million in the form of preferred limited liability company interest of
Charter-Helicon LLC, a direct wholly owned subsidiary of Charter Communications,
LLC. Helicon owns cable systems located in Alabama, Georgia, New Hampshire,
North Carolina, West Virginia, South Carolina, Tennessee, Pennsylvania,
Louisiana and Vermont, and has approximately 171,000 customers. For the year
ended December 31, 1999, Helicon had revenues of approximately $85.2 million.
VISTA AND CABLE SATELLITE. One of Charter Communications Holdings'
subsidiaries acquired Vista Broadband Communications, LLC in July 1999 and
acquired a cable system of Cable Satellite of South Miami, Inc. in August 1999.
These cable systems are located in Georgia and southern Florida and serve a
total of approximately 35,000 customers. The aggregate purchase price for these
acquisitions was approximately $148 million in cash. For the year ended December
31, 1999, these systems had revenues of approximately $19.0 million.
RIFKIN. In September 1999, Charter Operating acquired Rifkin Acquisition
Partners L.L.L.P. and InterLink Communications Partners, LLLP for a purchase
price of approximately $1.46 billion, consisting of $1.2 billion in cash, $133.3
million in equity in Charter Communications Holding Company and $128.0 million
in assumed debt.
Rifkin owns cable systems primarily in Florida, Georgia, Illinois, Indiana,
Tennessee, Virginia and West Virginia, serving approximately 463,000 customers.
For the year ended December 31, 1999, Rifkin had revenues of approximately
$219.9 million.
INTERMEDIA SYSTEMS. In October 1999, Charter Communications, LLC purchased
certain cable systems of InterMedia Capital Partners IV, L.P., InterMedia
Partners and their affiliates in exchange for approximately $873 million in cash
and certain of our cable systems. The InterMedia systems serve approximately
420,000 customers in North Carolina, South Carolina, Georgia and Tennessee. As
part of this transaction, we agreed to "swap" some of our non-strategic cable
systems serving approximately 142,000 customers in Indiana, Montana, Utah and
northern Kentucky.
At the closing, we retained a cable system located in Indiana serving
approximately 30,000 customers for which we were unable to timely obtain the
necessary regulatory approvals of the system transfer. Such approval was
subsequently obtained and the Indiana system assets were transferred in March
2000.
This transaction, including the transfer of the retained Indiana system,
resulted in a net increase of 278,000 customers concentrated in our Southeast
and Mid-South regions. For the year ended December 31, 1999, the InterMedia
systems had revenues of approximately $179.3 million ($126.2 million net of
disposed systems).
BRESNAN. In February 2000, Charter Communications Holding Company
purchased Bresnan Communications Company Limited Partnership for a total
purchase price of approximately $3.1 billion, consisting of cash, $1.0 billion
in membership units in Charter Communications Holding Company and an indirect
subsidiary of Charter Communications Holding Company and $964.4 million in
assumed debt.
The cable systems acquired in the Bresnan acquisition are located in
Michigan, Minnesota, Wisconsin and Nebraska and serve approximately 686,000
customers. For the year ended December 31, 1999, these
11
<PAGE> 12
systems and systems acquired by Bresnan since December 31, 1999 had revenues of
approximately $290.7 million.
RECENT TRANSFERS COMPLETED IN JANUARY 2000
FANCH. In November 1999, Charter Communications Holding Company purchased
the partnership interests of Fanch Cablevision of Indiana, L.P., specified
assets of Cooney Cable Associates of Ohio, Limited Partnership, Fanch-JV2 Master
Limited Partnership, Mark Twain Cablevision Limited Partnership, Fanch-
Narragansett CSI Limited Partnership, North Texas Cablevision, Ltd., Post
Cablevision of Texas, Limited Partnership and Spring Green Communications, L.P.
and the stock of Tioga Cable Company, Inc., Cable Systems, Inc. and, indirectly,
Hornell Television Service, Inc. for a total combined purchase price of
approximately $2.4 billion in cash. These interests and assets were transferred
to us on January 1, 2000.
The cable systems acquired in this acquisition are located in Colorado,
Indiana, Kansas, Kentucky, Michigan, Mississippi, New Mexico, Oklahoma, Texas
and Wisconsin, and serve approximately 528,000 customers. For the year ended
December 31, 1999, these systems had revenues of approximately $218.2 million.
FALCON. In November 1999, Charter Communications Holding Company purchased
partnership interests in Falcon Communications, L.P. from Falcon Holding Group,
L.P. and TCI Falcon Holdings, LLC, interests in a number of Falcon entities held
by Falcon Cable Trust and Falcon Holding Group, Inc., specified interests in
Enstar Communications Corporation and Enstar Finance Company, LLC held by Falcon
Holding Group, L.P., and specified interests in Adlink held by DHN Inc. These
interests were transferred to us on January 1, 2000.
The purchase price for the acquisition was approximately $3.5 billion,
consisting of cash, $550 million in common membership units in Charter
Communications Holding Company issued to certain of the Falcon sellers and $1.7
billion in assumed debt.
The Falcon cable systems are located in California and the Pacific
Northwest, Missouri, North Carolina, Alabama and Georgia and serve approximately
955,000 customers. For the year ended December 31, 1999, these systems had
revenues of approximately $427.7 million.
AVALON. In November 1999, Charter Communications Holding Company purchased
directly and indirectly all of the equity interests of Avalon Cable of Michigan
Holdings, Inc. from Avalon Cable Holdings LLC and Avalon Investors, L.L.C. for
approximately $832 million, consisting of $558.2 million in cash and $273.8
million in assumed notes. These interests were transferred to us on January 1,
2000.
Avalon Cable operates primarily in Michigan and New England and serves
approximately 252,000 customers. For the year ended December 31, 1999, Avalon
Cable had revenues of approximately $108.3 million.
PENDING TRANSACTION
In March 2000, Charter Communications, Inc. entered into an agreement
providing for the merger of Cablevision of Michigan, Inc., the indirect owner of
a cable system in Kalamazoo, Michigan with and into Charter Communications, Inc.
As a result of this merger, Charter Communications, Inc. will become the
indirect owner of the Kalamazoo system. The merger consideration of
approximately $173 million will be paid in Class A common stock of Charter
Communications, Inc. After the merger, Charter Communications, Inc. will
contribute 100% of the equity interests of the direct owner of the Kalamazoo
system to Charter Communications Holding Company in exchange for membership
units. Charter Communications Holding Company will in turn contribute the equity
interests to Charter Holdings, which will in turn contribute the equity
interests to a subsidiary. The Kalamazoo cable system has approximately 49,000
customers and had revenue of approximately $31.9 million for the year ended
December 31, 1999. We anticipate that this transaction will close in the third
quarter of 2000.
12
<PAGE> 13
POSSIBLE SWAP TRANSACTION
On December 1, 1999, we entered into a non-binding letter of intent with
AT&T Broadband & Internet Services to exchange certain cable systems. The Swap
Transaction would involve cable systems owned by AT&T located in municipalities
in Alabama, Georgia, Illinois and Missouri serving approximately 705,000
customers and certain of our cable systems located in municipalities in
California, Connecticut, Massachusetts, Texas and other states serving
approximately 631,000 customers. As part of the Swap Transaction, we would pay
AT&T approximately $108 million in cash, which represents the difference in the
agreed values of the systems being exchanged. The Swap Transaction is subject to
the negotiation and execution of a definitive exchange agreement, regulatory
approvals and other conditions typical in transactions of this type. We cannot
assure you that the Swap Transaction will be completed.
PRODUCTS AND SERVICES
We offer our customers a full array of traditional cable television
services and programming and we have begun to offer new and advanced high
bandwidth services such as high-speed Internet access. We plan to continually
enhance and upgrade these services, including adding new programming and other
telecommunications services, and will continue to position cable television as
an essential service.
TRADITIONAL CABLE TELEVISION SERVICES. As of December 31, 1999, pro forma
for the Recent Transfers and the Bresnan acquisition, approximately 85% of our
customers subscribed to both "basic" and "expanded basic" service and generally
receive a line-up of between 33 and 85 channels of television programming,
depending on the bandwidth capacity of the system. Customers who pay additional
amounts can also subscribe to additional channels, either individually or in
packages of several channels, as add-ons to the basic channels. As of December
31, 1999, more than 22% of our customers subscribe to premium channels, with
additional customers subscribing to other special add-on packages. We tailor
both our basic channel line-up and our additional channel offerings to each
system according to demographics, programming preferences, competition, price
sensitivity and local regulation.
Our traditional cable television service offerings include the following:
- BASIC CABLE. All of our customers receive basic cable services, which
generally consist of local broadcast television, local community
programming, including governmental and public access, and limited
satellite programming. For the year ended December 31, 1999, pro forma
for the Recent Transfers, the average monthly fee was $13.54 for our
basic service.
- EXPANDED BASIC CABLE. This expanded tier includes a group of
satellite-delivered or non-broadcast channels, such as Entertainment and
Sports Programming Network (ESPN), Cable News Network (CNN) and Lifetime
Television, in addition to the basic channel line-up. For the year ended
December 31, 1999, pro forma for the Recent Transfers, the average
monthly fee was $14.88 for our expanded basic service.
- PREMIUM CHANNELS. These channels provide unedited, commercial-free
movies, sports and other special event entertainment programming. Home
Box Office, Cinemax and Showtime are typical examples. We offer
subscriptions to these channels either individually or in packages. For
the year ended December 31, 1999 pro forma for the Recent Transfers, the
average monthly fee was $6.15 per premium subscription.
- PAY-PER-VIEW. These channels allow customers to pay to view a single
showing of a recently released movie, a one-time special sporting event
or music concerts on an unedited, commercial-free basis. We currently
charge a fee that ranges from $2.95 to $8.95 for movies. For special
events, such as championship boxing matches, we have charged a fee of up
to $54.95.
We have employed a variety of targeted marketing techniques to attract new
customers by focusing on delivering value, choice, convenience and quality. We
employ direct mail and telemarketing, using demographic "cluster codes" to
target specific messages to target audiences. In many of our systems, we offer
discounts to customers who purchase premium services on a limited trial basis in
order to encourage a higher
13
<PAGE> 14
level of service subscription. We also have a coordinated strategy for retaining
customers that includes televised retention advertising to reinforce the
decision to subscribe and to encourage customers to purchase higher service
levels.
NEW PRODUCTS AND SERVICES. A variety of emerging technologies and the
rapid growth of Internet usage have presented us with substantial opportunities
to provide new or expanded products and services to our customers and to expand
our sources of revenue. The desire for such new technologies and the use of the
Internet by businesses in particular have triggered a significant increase in
our commercial market penetration. As a result, we are in the process of
introducing a variety of new or expanded products and services beyond the
traditional offerings of analog television programming for the benefit of both
our residential and commercial customers. These new products and services
include:
- digital television and its related enhancements;
- high-speed Internet access via cable modems installed in personal
computers;
- WorldGate television-based Internet access, which allows customers to
access the Internet through the use of our two-way capable cable plant
without the need for a personal computer;
- interactive services, such as Wink, which adds interactivity and
electronic commerce opportunities to traditional programming and
advertising; and
- telephony and data transmission services, which are private network
services interconnecting locations for a customer.
Cable television's high bandwidth allows cable to be well positioned to
deliver a multitude of channels and/or new and advanced products and services.
We believe that this high bandwidth will be a key factor in the successful
delivery of these products and services.
DIGITAL TELEVISION. As part of upgrading our systems, we are installing
headend equipment capable of delivering digitally encoded cable transmissions to
a two-way digital-capable set-top converter box in the customer's home. This
digital connection offers significant advantages. For example, we can compress
the digital signal to allow the transmission of up to twelve digital channels in
the bandwidth normally used by one analog channel. This will allow us to
increase both programming and service offerings, including near video-on-demand
for pay-per-view customers. We expect to increase the amount of these services
purchased by our customers.
Digital services customers may receive a mix of additional television
programming, an electronic program guide and up to 40 channels of digital music.
The additional programming falls into four categories which are targeted toward
specific markets:
- additional expanded basic channels, which are marketed in systems
primarily serving rural communities;
- additional premium channels, which are marketed in systems serving both
rural and urban communities;
- "multiplexes" of premium channels to which a customer previously
subscribed, such as multiple channels of HBO or Showtime, which are
varied as to time of broadcast or programming content theme and which
are marketed in systems serving both rural and urban communities; and
- additional pay-per-view programming, such as more pay-per-view options
and/or frequent showings of the most popular films to provide near
video-on-demand, which are more heavily marketed in systems primarily
serving both rural and urban communities.
As part of our pricing strategy for digital services, we have established a
retail rate of $4.95 to $8.95 per month for the digital set-top converter and
the delivery of "multiplexes" of premium services, additional pay-per-view
channels, digital music and an electronic programming guide. Some of our systems
also offer additional expanded basic tiers of service. These tiers of services
retail for $3.95 per month each or $8.95 for
14
<PAGE> 15
all three tiers. As of December 31, 1999, pro forma for the Recent Transfers and
the Bresnan acquisition, more than 155,400 of our customers subscribed to the
digital service offered in 85 markets. As of December 31, 1999, pro forma for
the Recent Transfers and the Bresnan acquisition, approximately 4.7 million of
our customers were served by cable systems capable of delivering digital
services. By year-end 2000, we anticipate that digital services will pass
approximately 7.0 million homes.
INTERNET ACCESS. We currently provide Internet access to our customers by
two principal means:
- via cable modems attached to personal computers, either directly or
through an outsourcing contract with an Internet service provider; and
- through television access, via a service such as WorldGate.
We also provide Internet access in some markets through traditional dial-up
telephone modems, using a third party service provider.
The principal advantage of cable Internet connections is the high speed of
data transfer over a cable system. We currently offer these services to our
residential customers over coaxial cable at speeds that can range up to
approximately 50 times the speed of a conventional telephone modem. Furthermore,
a two-way communication cable system using a hybrid fiber optic/coaxial
structure can support the entire connection at cable modem speeds without the
need for a separate telephone line. If the cable system only supports one-way
signals from the headend to the customer, the customer must use a separate
telephone line in order to send signals to the provider, although such customer
still receives the benefit of high speed cable access when downloading
information, which is the primary reason for using cable as an Internet
connection. In addition to Internet access over our traditional coaxial system,
we also provide our commercial customers fiber optic cable access at a price
that we believe is less than the price offered by the telephone companies.
In the past, cable Internet connections have provided customers with widely
varying access speeds because each customer accessed the Internet by sending and
receiving data through a node. Users connecting simultaneously through a single
node share the bandwidth of that node, so that users' connection speeds may
diminish as additional users connect through the same node. To induce users to
switch to our Internet services, we guarantee our cable modem customers the
minimum access speed selected from several speed options we offer. We also
provide higher guaranteed access speeds for customers willing to pay an
additional cost. In order to meet these guarantees, we are increasing the
bandwidth of our systems and "splitting" nodes easily and cost-effectively to
reduce the number of customers per node.
CABLE MODEM-BASED INTERNET ACCESS. We have deployed cable modem-based
Internet access services in 84 markets including: Los Angeles, California; St.
Louis, Missouri; and Fort Worth, Texas.
As of December 31, 1999, pro forma for the Recent Transfers and the Bresnan
acquisition, we provided Internet access service to approximately 65,600
residential customers and 280 commercial customers. The following table
indicates the projected availability, pro forma for the Recent Transfers and the
Bresnan acquisition, of cable modem-based Internet access services in our
systems, as of the dates indicated. Only a small percentage of our customers
currently subscribe to these services.
<TABLE>
<CAPTION>
HOMES MADE AVAILABLE FOR
ADVANCED DATA SERVICES
--------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 2000
----------------- -----------------
(PRO FORMA) (PROJECTED)
<S> <C> <C>
HIGH-SPEED INTERNET ACCESS VIA CABLE MODEMS:
High Speed Access Corp................................... 1,128,300 3,180,500
EarthLink/Charter Pipeline............................... 708,700 772,700
Excite@Home.............................................. 867,800 917,700
Convergence.com.......................................... 263,200 --
In-House/Other........................................... 445,600 523,700
--------- ---------
Total cable modems..................................... 3,413,600 5,394,600
========= =========
Internet access via WorldGate............................ 428,800 488,800
========= =========
</TABLE>
15
<PAGE> 16
We have a relationship with High Speed Access Corp. to offer Internet
access in some of our smaller systems. High Speed Access also provides Internet
access services to our customers under the Charter Pipeline brand name. Although
the Internet access service is provided by High Speed Access, the Internet
"domain name" of our customer's e-mail address and web site, if any, is
"Charter.net," allowing the customer to switch or expand to our other Internet
services without a change of e-mail address.
High Speed Access provides three different tiers of service to us. The base
tier is similar to our arrangements with EarthLink and Excite@Home described
below. The turnkey tier bears all capital, operating and marketing costs of
providing the service, and seeks to build economies of scale in our smaller
systems that we cannot efficiently build ourselves by simultaneously contracting
to provide the same services to other small geographically contiguous systems.
The third tier allows for a la carte selection of services between the base tier
and the turnkey tier. As of December 31, 1999, pro forma for the Recent
Transfers and the Bresnan acquisition, we have made Internet access available to
approximately 1,128,300 of our homes passed, and approximately 15,200 customers
have signed up for the service. During 2000, we anticipate making available for
service an additional 73 markets to High Speed Access, covering approximately
2,052,200 additional homes passed.
We have an agreement with EarthLink Network, Inc., an independent Internet
service provider, to provide service marketed and branded service marketed as
Charter Pipeline(TM), which is a cable modem-based, high-speed Internet access
service we offer. EarthLink and MindSpring Enterprises, Inc. merged in February
2000 creating the second-largest Internet service provider (ISP) in the United
States. We currently charge a monthly usage fee of between $24.95 and $39.95.
Our customers have the option to lease a cable modem for $10 to $15 a month or
to purchase a modem for between $200 and $300. As of December 31, 1999, we made
EarthLink Internet access available to approximately 708,700 homes passed and
had approximately 10,500 customers who subscribed to this service.
We have a revenue sharing agreement with Excite@Home, under which
Excite@Home provides Internet service to customers in our systems serving Fort
Worth, University Park and Highland Park, Texas. The Excite@Home network
provides high-speed, cable modem-based Internet access using our cable
infrastructure. As of December 31, 1999, pro forma for the Recent Transfers and
the Bresnan acquisition, we have made Excite@Home available to approximately
867,800 of our homes passed and had approximately 18,200 customers who
subscribed to this service.
We also have services agreements with Convergence.com under which
Convergence.com provides Internet service to customers in systems acquired from
Rifkin. The Convergence.com network provides high-speed, cable modem-based
Internet access using our cable infrastructure. As of December 31, 1999, pro
forma for the Recent Transfers and the Bresnan acquisition, we have made
available Convergence.com service to approximately 263,200 homes passed and had
approximately 7,100 customers.
We actively market our cable modem service to businesses in each one of our
systems where we have the capability to offer such service. Our marketing
efforts are often door-to-door, and we have established a separate division
whose function is to make businesses aware that this type of Internet access is
available through us. We also provide several virtual local area networks for
municipal and educational facilities in our Los Angeles cluster including
California Institute of Technology located in Pasadena, the City of Pasadena and
the City of West Covina.
TV-BASED INTERNET ACCESS. We have a non-exclusive agreement with WorldGate
to provide its TV-based e-mail and Internet access to our cable customers.
WorldGate's technology is only available to cable systems with two-way
capability. WorldGate offers easy, low-cost Internet access to customers at
connection speeds ranging up to 128 kilobits per second. For a monthly fee, we
provide our customers with e-mail and Internet access that does not require the
use of a PC, an existing or additional telephone line, or any additional
equipment. Instead, the customer accesses the Internet through the set-top box,
which the customer already has on his television set, and a wireless keyboard,
that is provided with the service and which interfaces with the box. WorldGate
works on advanced analog and digital converters and, therefore, can be installed
utilizing advanced analog converters already deployed. In contrast, other
converter-based, non-PC Internet access products require a digital platform and
a digital converter prior to installation.
16
<PAGE> 17
Customers who opt for television-based Internet access are generally
first-time Internet users who prefer this more user-friendly interface. Although
the WorldGate service bears the WorldGate brand name, the Internet domain names
of the customers who use this service is "Charter.net." This allows the
customers to switch or expand to our other Internet services without a change of
e-mail address.
We first offered WorldGate to customers on the upgraded portion of our
systems in St. Louis in April 1998. We are also currently offering this service
in five other systems. In addition, we plan to introduce it in four additional
systems during 2000. As of December 31, 1999, pro forma for the Recent Transfers
and the Bresnan acquisition, we provided WorldGate Internet service to
approximately 7,100 customers.
INTERNET PORTAL SERVICES. On October 1, 1999, Charter Communications
Holding Company, Vulcan Ventures, an entity controlled by Mr. Allen, and Go2Net,
Inc. entered into a joint venture to form Broadband Partners, Inc. Broadband
will provide access to the Internet through a "portal" to our customers on the
digital service tier. A portal is an Internet web site that serves as a user's
initial point of entry to the World Wide Web. By offering selected content,
services and links to other web sites, a portal guides and directs users through
the World Wide Web. In addition, the portal generates revenues from advertising
on its own web pages and by sharing revenues generated by linked or featured web
sites.
Revenue splits and other economic terms in this arrangement will be at
least as favorable to us as terms between Broadband and any other parties.
Charter Communications Holding Company has agreed to use Broadband's portal
services exclusively for an initial six-year period that will begin when the
portal services are launched, except that Charter Communications Holding
Company's existing agreements with other Internet high-speed portal services and
High Speed Access may run for their current term to the extent that such
agreements do not allow for the carriage of content provided by Charter
Communications Holding Company or Vulcan Ventures. The joint venture is for an
initial 25-year term, subject to successive five-year renewals by mutual
consent. Vulcan Ventures will own 55.2%, Charter Communications Holding Company
will own 24.9% and Go2Net will own 19.9% of Broadband's equity interests and
Vulcan Ventures will have voting control over the Broadband entity. Broadband's
board of directors will consist of three directors designated by Vulcan Ventures
and one by each of Charter Communications Holding Company and Go2Net.
Each of Broadband's investors will be obligated to provide their pro rata
share of funding for Broadband's operations and capital expenditures, except
that Vulcan Ventures will fund our portion of Broadband's expenses for the first
four years and will fund Go2Net's portion of Broadband's expenses to the extent
Go2Net's portion exceeds budget for the first four years.
We believe that our participation in the Broadband joint venture will
facilitate the delivery of a broad array of Internet products and services to
our customers over the television through the use of an advanced digital set-top
box or through the personal computer.
The Broadband joint venture has not yet established a timetable for a
commercial launch of its portal services. However, we anticipate that alpha and
beta testing of this Internet portal service will be completed during 2000. We
do not anticipate that our participation in the joint venture will have a
material adverse impact on our financial condition or results of operations for
the foreseeable future.
WINK-ENHANCED PROGRAMMING. We have formed a relationship with Wink, which
sells technology to embed interactive features, such as additional information
and statistics about a program or the option to order an advertised product,
into programming and advertisements. A customer with a Wink-enabled set-top box
and a Wink-enabled cable provider sees an icon flash on the screen when
additional Wink features are available to enhance a program or advertisement. By
pressing the select button on a standard remote control, a viewer of a
Wink-enhanced program is able to access additional information regarding such
program, including, for example, information on prior episodes or the program's
characters. A viewer watching an advertisement would be able to access
additional information regarding the advertised product and may also be able to
utilize the two-way transmission features to order a product. We have bundled
Wink's services with our traditional cable services in both our advanced analog
and digital platforms. Wink's services are provided free of charge. A company
controlled by Mr. Allen has made an equity investment in Wink.
17
<PAGE> 18
Various programming networks, including CNN, NBC, ESPN, HBO, Showtime,
Lifetime, VH1, the Weather Channel, and Nickelodeon, are currently producing
over 1,000 hours of Wink-enhanced programming per week. Under certain
revenue-sharing arrangements, we will modify our headend technology to allow
Wink-enabled programming to be offered on our systems. We receive fees from Wink
each time one of our customers uses Wink to request certain additional
information or order an advertised product.
TELEPHONE SERVICES. We expect to be able to offer cable telephony services
in the near future using our systems' direct, two-way connections to homes and
other buildings. We are exploring technologies using Internet protocol
telephony, as well as traditional switching technologies that are currently
available, to transmit digital voice signals over our systems. AT&T and other
telephone companies have already begun to pursue strategic partnering and other
programs which make it attractive for us to acquire and develop this alternative
Internet protocol technology. For the last two years, we have sold telephony
services as a competitive access provider in the state of Wisconsin through one
of our subsidiaries, and are currently looking to expand our services as a
competitive access provider into other states.
JOINT VENTURE WITH RCN CORPORATION. On October 1, 1999, Charter
Communications Holding Company and RCN Corporation entered into a binding term
sheet containing the principal terms of a non-exclusive joint venture to provide
a broad range of telephony services to the customers of Charter Communications
Holding Company's subsidiaries in its Los Angeles franchise territory. RCN is
engaged in the businesses of bundling residential voice, video and Internet
access operations, cable operations and certain long distance telephony
operations. RCN is developing advanced fiber optic networks to provide a wide
range of telecommunications services, including long distance telephone, video
programming and data services, such as high-speed Internet access.
Charter Communications Holding Company will provide access to our Los
Angeles customer base and will provide the capital necessary to develop
telephony capability in Los Angeles. In addition, Charter Communications Holding
Company will provide the necessary personnel to oversee and manage the telephony
services. RCN will provide the necessary personnel and support services to
develop and implement telephony services to be provided by Charter
Communications Holding Company. We will pay RCN's fees at rates consistent with
industry market compensation. We will have all rights to the telephony business
and assets and will receive all revenues derived from the telephony business
unless the parties expand RCN's role by mutual agreement. We believe that our
telephony joint venture, together with Mr. Allen's investment in RCN, may allow
us to take advantage of RCN's telephony experience as we deliver telephone
services to our customers, although we cannot assure you that we will realize
anticipated advantages.
The term sheet contains only the principal terms of this joint venture and
provides that the parties will enter into definitive agreements, which will
contain, among other terms, details of the compensation to be received by RCN.
To date, we have only had preliminary discussions with RCN regarding specific
operational matters and have not determined a timetable for the commencement of
services by the joint venture. We do not anticipate that this joint venture will
have a material impact on our financial condition or results of operations in
the foreseeable future.
OUR SYSTEMS
OPERATING REGIONS. To manage and operate our systems, we have established
two divisions that contain a total of twelve operating regions. Each of the two
divisions is managed by a Senior Vice President who reports directly to Mr.
Kent, President and Chief Executive Officer, and is responsible for overall
supervision of the operating regions within the division. Each region is managed
by a team consisting of a Senior Vice President or a Vice President supported by
operational, marketing and engineering personnel. Within each region, certain
groups of cable systems are further organized into clusters. We believe that
much of our success is attributable to our operating philosophy which emphasizes
decentralized management, with decisions being made as close to the customer as
possible.
18
<PAGE> 19
The Western Division is comprised of the following regions: Central, North
Central, MetroPlex (Dallas/ Fort Worth), Southern California, Northwest,
Michigan and National. The Eastern Division is comprised of the following
regions: Southeast, Mid-South, Northeast, Gulf Coast and Mid-Atlantic.
The following table provides an overview of customer data for each of our
operating regions as of December 31, 1999, pro forma for the Recent Transfers,
the Bresnan acquisition, and our pending transaction, after which our systems
will pass approximately 9.9 million homes serving approximately 6.2 million
customers.
CUSTOMER DATA AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
CHARTER RECENT BRESNAN PENDING
HOLDINGS TRANSFERS ACQUISITION SUBTOTAL TRANSACTION TOTAL
--------- --------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
WESTERN DIVISION
Central............... 318,464 109,809 -- 428,273 -- 428,273
North Central......... 408,865 14,212 377,485 800,562 -- 800,562
MetroPlex............. 188,132 -- -- 188,132 -- 188,132
Southern California... 588,906 159,082 -- 747,988 -- 747,988
Northwest............. -- 370,619 -- 370,619 -- 370,619
Michigan.............. -- 297,356 246,971 544,327 48,500 592,827
National.............. 54,405 124,121 61,094 239,620 -- 239,620
--------- --------- ------- --------- ------ ---------
1,558,772 1,075,199 685,550 3,319,521 48,500 3,368,021
EASTERN DIVISION
Southeast............. 823,671 136,481 -- 960,152 -- 960,152
Mid-South............. 477,543 65,533 -- 543,076 -- 543,076
Northeast............. 302,047 26,061 -- 328,108 -- 328,108
Gulf Coast............ 365,502 66,986 -- 432,488 -- 432,488
Mid-Atlantic.......... 183,803 371,052 -- 554,855 -- 554,855
--------- --------- ------- --------- ------ ---------
2,152,566 666,113 -- 2,818,679 -- 2,818,679
--------- --------- ------- --------- ------ ---------
Total................. 3,711,338 1,741,312 685,550 6,138,200 48,500 6,186,700
========= ========= ======= ========= ====== =========
</TABLE>
The following discussion provides a description of our operating regions as
of December 31, 1999, giving effect to the Recent Transfers, the Bresnan
acquisition and our pending transaction.
CENTRAL REGION. The Central region consists of cable systems serving
approximately 428,000 customers of which approximately 255,000 customers reside
in and around St. Louis County or in adjacent areas in Illinois. The remaining
customers, approximately 173,000, reside in small to medium-sized communities in
Missouri, Illinois and Indiana.
NORTH CENTRAL REGION. The North Central region consists of cable systems
serving approximately 801,000 customers located throughout the states of
Wisconsin and Minnesota. Approximately 518,000 and 283,000 customers reside in
the states of Wisconsin and Minnesota, respectively. Within the state of
Wisconsin, the two largest operating clusters are located in and around Madison,
serving approximately 231,000 customers, and Fond du Lac, serving approximately
107,000 customers. Within the state of Minnesota, the two largest operating
clusters are located in and around Rochester, serving approximately 142,000
customers, and St. Cloud, serving approximately 62,000 customers.
METROPLEX REGION. The MetroPlex region consists of cable systems serving
approximately 188,000 customers of which approximately 132,000 are served by the
Fort Worth, Texas system.
SOUTHERN CALIFORNIA REGION. The Southern California region consists of
cable systems serving approximately 748,000 customers located in the state of
California, with approximately 509,000 customers in the Los Angeles metropolitan
area. These customers reside primarily in the communities of Pasadena, Alhambra,
19
<PAGE> 20
Glendale, Long Beach and Riverside. We also have approximately 239,000 customers
in central California, principally located in the communities of San Luis
Obispo, West Sacramento and Turlock.
NORTHWEST REGION. The Northwest region was formed in connection with the
recent Fanch and Falcon acquisitions. After these acquisitions, the Northwest
region consists of cable systems serving approximately 371,000 customers
residing in the states of Oregon, Washington, Idaho, Utah and California. The
two largest operating clusters in the Northwest region are located in and around
Kennewick, Washington, serving approximately 85,000 customers and Medford,
Oregon, serving approximately 72,000 customers.
MICHIGAN REGION. The Michigan region was formed in connection with the
recent Fanch, Avalon, Falcon transfers and the Bresnan acquisition. Pro forma
for these transactions and the pending transaction, the Michigan region will
consist of cable systems serving approximately 593,000 customers. The largest
operating cluster in the Michigan region is located in and around Bay City,
Michigan serving approximately 132,000 customers.
NATIONAL REGION. The National region consists of cable systems serving
approximately 240,000 customers residing in small to medium-sized communities in
the states of Nebraska, Texas, New Mexico, North Dakota, Kansas, Colorado and
Oklahoma. These systems are managed from our Fort Worth, Texas regional office.
SOUTHEAST REGION. The Southeast region consists of cable systems serving
approximately 960,000 customers residing primarily in small to medium-sized
communities in North Carolina, South Carolina, Georgia and Florida. There are
significant clusters of cable systems in and around the cities and counties of
Greenville/Spartanburg, South Carolina; Hickory and Asheville, North Carolina;
and Atlanta, Georgia.
MID-SOUTH REGION. The Mid-South region consists of cable systems serving
approximately 543,000 customers residing in the states of Tennessee and
Kentucky. The Mid-South region has a significant cluster of cable systems in and
around Kingsport, Tennessee serving approximately 124,000 customers.
NORTHEAST REGION. The Northeast region consists of cable systems serving
approximately 328,000 customers residing in the states of Connecticut and
Massachusetts. These systems serve the communities of Newtown and Willimantic,
Connecticut, and areas in and around Pepperell and Worcester, Massachusetts.
GULF COAST REGION. The Gulf Coast region was formed in connection with the
Fanch and Falcon acquisitions. The Gulf Coast region consists of cable systems
serving approximately 432,000 customers residing in the states of Louisiana,
Mississippi and Alabama. Within the state of Alabama, the two largest operating
clusters are located in and around Birmingham, serving approximately 117,000
customers, and Montgomery, serving approximately 25,000 customers.
MID-ATLANTIC REGION. The Mid-Atlantic region consists of cable systems
serving approximately 555,000 customers residing in the states of Virginia, West
Virginia, Vermont, Ohio, Pennsylvania, New York and Maryland. The Mid-Atlantic
region has significant clusters of cable systems in and around the cities of
Charleston, West Virginia, serving approximately 189,000 customers, and
Johnstown, Pennsylvania, serving approximately 77,000 customers.
The following table describes the current technological state of our
systems and the anticipated progress of planned upgrades through 2003, based on
the percentage of our customers who will have access to the bandwidth and other
features shown:
<TABLE>
<CAPTION>
LESS THAN 750 MEGAHERTZ TWO-WAY
550 MEGAHERTZ 550 MEGAHERTZ OR GREATER CAPABILITY
------------- ------------- ------------- ----------
<S> <C> <C> <C> <C>
December 31, 1999......................... 55% 15% 30% 30%
December 31, 2000......................... 48% 14% 38% 38%
December 31, 2001......................... 30% 12% 58% 58%
December 31, 2002......................... 16% 10% 74% 74%
December 31, 2003......................... 5% 9% 86% 86%
</TABLE>
20
<PAGE> 21
We have adopted the hybrid fiber coaxial cable (HFC) architecture as the
standard for our ongoing systems upgrades. HFC architecture combines the use of
fiber optic cable, which can carry hundreds of video, data and voice channels
over extended distances, with coaxial cable, which requires a more extensive
signal amplification in order to obtain the desired transmission levels for
delivering channels. In most systems, we deliver our signals via fiber optic
cable to individual nodes serving a maximum of 500 homes or commercial
buildings. Currently, our average node size is approximately 380 homes per node.
Our HFC architecture consists of six strands of fiber to each node, with two
strands activated and four strands reserved for future services. We believe that
this network design provides high capacity and superior signal quality, and will
enable us to provide the newest forms of telecommunications services to our
customers. The primary advantages of HFC architecture over traditional coaxial
cable networks include:
- increased channel capacity of cable systems;
- reduced number of amplifiers, which are devices to compensate for signal
loss caused by coaxial cable, needed to deliver signals from the headend
to the home, resulting in improved signal quality and reliability;
- reduced number of homes that need to be connected to an individual node,
improving the capacity of the network to provide high-speed Internet
access and reducing the number of households affected by disruptions in
the network; and
- sufficient dedicated bandwidth for two-way services, which avoids
reverse signal interference problems that can otherwise occur when you
have two-way communication capability.
The HFC architecture will enable us to offer new and enhanced services,
including:
- additional channels and tiers;
- expanded pay-per-view options;
- high-speed Internet access;
- wide area networks, which permit a network of computers to be connected
together beyond an area;
- point-to-point data services, which can switch data links from one point
to another; and
- digital advertising insertion, which is the insertion of local, regional
and national programming.
The upgrades will facilitate our new services in two primary ways:
- Greater bandwidth allows us to send more information through our
systems. This provides us with the capacity to provide new services in
addition to our current services. As a result, we will be able to roll
out digital cable programming in addition to existing analog channels
offered to customers who do not wish to subscribe to a package of
digital services.
- Enhanced design configured for two-way communication with the customer
allows us to provide cable Internet services without telephone support
and other interactive services, such as an interactive program guide,
impulse pay-per-view, video-on-demand and Wink, that cannot be offered
without upgrading the bandwidth capacity of our systems.
This HFC architecture will also position us to offer cable telephony
services in the future, using either Internet protocol technology or
switch-based technology, another method of linking communications.
FRANCHISES
As of December 31, 1999, pro forma for the Recent Transfers, our systems
operated pursuant to an aggregate of approximately 3,670 franchises, permits and
similar authorizations issued by local and state governmental authorities. As of
December 31, 1999, pro forma for the Recent Transfers and the Bresnan
acquisition, we held approximately 4,215 franchises in the aggregate. Each
franchise is awarded by a governmental authority and is usually not transferable
unless the granting governmental authority consents. Most franchises are subject
to termination proceedings in the event of a material breach. In addition, most
21
<PAGE> 22
franchises require us to pay the granting authority a franchise fee of up to
5.0% of gross revenues generated by cable television services under the
franchise (i.e., the maximum amount that may be charged under the Communications
Act).
Our franchises have terms which range from four years to more than 32
years. Prior to the scheduled expiration of most franchises, we initiate renewal
proceedings with the granting authorities. This process usually takes three
years but can take a longer period of time and often involves substantial
expense. The Communications Act provides for an orderly franchise renewal
process in which granting authorities may not unreasonably withhold renewals. If
a renewal is withheld and the granting authority takes over operation of the
affected cable system or awards it to another party, the granting authority must
pay the existing cable operator the "fair market value" of the system. The
Communications Act also established comprehensive renewal procedures requiring
that an incumbent franchisee's renewal application be evaluated on its own merit
and not as part of a comparative process with competing applications. In
connection with the franchise renewal process, many governmental authorities
require the cable operator make certain commitments, such as technological
upgrades to the system, which may require substantial capital expenditures. We
cannot assure you, however, that any particular franchise will be renewed or
that it can be renewed on commercially favorable terms. Our failure to obtain
renewals of our franchises, especially those in major metropolitan areas where
we have the most customers, would have a material adverse effect on our
business, results of operations and financial condition.
The following table summarizes our systems' franchises by year of
expiration, and approximate number of basic customers as of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER PERCENTAGE PERCENTAGE
OF OF TOTAL TOTAL BASIC OF TOTAL
YEAR OF FRANCHISE EXPIRATION FRANCHISES FRANCHISES CUSTOMERS(A) CUSTOMERS
- ---------------------------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Prior to December 31, 1999.................... 116 3% 124,300 2%
2000 to 2002.................................. 862 24% 1,452,000 27%
2003 to 2005.................................. 847 23% 1,174,500 21%
2006 or after................................. 1,844 50% 2,732,300 50%
----- --- --------- ---
Total....................................... 3,669 100% 5,483,100 100%
===== === ========= ===
</TABLE>
- ---------------
(a) Includes approximately 30,000 customers served by an Indiana cable system
that we did not transfer at the time of the InterMedia closing but
transferred in March 2000.
Under the 1996 Telecom Act, state and local authorities are prohibited from
limiting, restricting or conditioning the provision of telecommunications
services. They may, however, impose "competitively neutral" requirements and
manage the public rights-of-way. Granting authorities may not require a cable
operator to provide telecommunications services or facilities, other than
institutional networks, as a condition of an initial franchise grant, a
franchise renewal, or a franchise transfer. The 1996 Telecom Act also limits
franchise fees to an operator's cable-related revenues and clarifies that they
do not apply to revenues that a cable operator derives from providing new
telecommunications services.
We believe our relations with the franchising authorities under which our
systems are operated are generally good. Substantially all of the material
franchises relating to our systems which are eligible for renewal have been
renewed or extended at or prior to their stated expiration dates.
CUSTOMER SERVICE AND COMMUNITY RELATIONS
Providing a high level of service to our customers has been a central
driver of our historical success. Our emphasis on system reliability,
engineering support and superior customer satisfaction is key to our management
philosophy. In support of our commitment to customer satisfaction, we operate a
24-hour customer service hotline in most systems and offer on-time installation
and service guarantees. It is our policy that if an installer is late for a
scheduled appointment the customer receives free installation, and if a service
technician is late for a service call the customer receives a $20 credit.
22
<PAGE> 23
As of December 31, 1999, pro forma for the Recent Transfers and the Bresnan
acquisition, we maintained seventeen call centers located in our twelve regions,
which are responsible for handling call volume for more than 53% of our
customers. They are staffed with dedicated personnel who provide service to our
customers 24 hours a day, seven days a week. We believe operating regional call
centers allows us to provide "localized" service, which also reduces overhead
costs and improves customer service. We have invested significantly in both
personnel and equipment to ensure that these call centers are professionally
managed and employ state-of-the-art technology. As of December 31, 1999, pro
forma for the Recent Transfers and the Bresnan acquisition, we employed
approximately 2,920 customer service representatives. Our customer service
representatives receive extensive training to develop customer contact skills
and product knowledge critical to successful sales and high rates of customer
retention. As of December 31, 1999, pro forma for the Recent Transfers and the
Bresnan acquisition, we had approximately 5,490 technical employees who are
encouraged to enroll in courses and attend regularly scheduled on-site seminars
conducted by equipment manufacturers to keep pace with the latest technological
developments in the cable television industry. We utilize surveys, focus groups
and other research tools as part of our efforts to determine and respond to
customer needs. We believe that all of this improves the overall quality of our
services and the reliability of our systems, resulting in fewer service calls
from customers.
We are also committed to fostering strong community relations in the towns
and cities our systems serve. We support many local charities and community
causes in various ways, including marketing promotions to raise money and
supplies for persons in need, and in-kind donations that include production
services and free air-time on major cable networks. Recent charity affiliations
include campaigns for "Toys for Tots," United Way, local theatre, children's
museums, local food banks and volunteer fire and ambulance corps. We also
participate in the "Cable in the Classroom" program, whereby cable television
companies throughout the United States provide schools with free cable
television service. In addition, we install and provide free basic cable service
to public schools, government buildings and non-profit hospitals in many of the
communities in which we operate. We also provide free cable modems and
high-speed Internet access to schools and public libraries in our franchise
areas. We place a special emphasis on education, and regularly award
scholarships to employees who intend to pursue courses of study in the
communications field.
SALES AND MARKETING
PERSONNEL RESOURCES. We have a centralized team responsible for
coordinating the marketing efforts of our individual systems. For most of our
systems with over 30,000 customers we have a dedicated marketing manager, while
smaller systems are handled regionally. We believe our success in marketing
comes in large part from new and innovative ideas and from good interaction
between our corporate office, which handles programs and administration, and our
field offices, which implement the various programs. We are also continually
monitoring the regulatory arena, customer perception, competition, pricing and
product preferences to increase our responsiveness to our customer base. Our
customer service representatives are given the incentive to use their daily
contacts with customers as opportunities to sell our new service offerings.
MARKETING STRATEGY. Our long-term marketing objective is to increase cash
flow through deeper market penetration and growth in revenue per household. To
achieve this objective and to position our service as an indispensable consumer
service, we are pursuing the following strategies:
- increase the number of rooms per household with cable;
- introduce new cable products and services;
- design product offerings to enable greater opportunity for customer
choices;
- utilize "tiered" packaging strategies to promote the sale of premium
services and niche programming;
- offer our customers more value through discounted bundling of products;
- increase the number of residential consumers who use our set-top box,
which enables them to obtain advanced digital services such as a greater
number of television stations and interactive services;
- target households based on demographic data;
23
<PAGE> 24
- develop specialized programs to attract former customers, households
that have never subscribed and illegal users of the service; and
- employ Charter branding of products to promote customer awareness and
loyalty.
We have innovative marketing programs which utilize market research on
selected systems, compare the data to national research and tailor marketing
programs for individual markets. We gather detailed customer information through
our regional marketing representatives and use the Claritas geodemographic data
program and consulting services to create unique packages of services and
marketing programs. These marketing efforts and the follow-up analysis provide
consumer information down to the city block or suburban subdivision level, which
allows us to create very targeted marketing programs.
We seek to maximize our revenue per customer through the use of "tiered"
packaging strategies to market premium services and to develop and promote niche
programming services.
We regularly use targeted direct mail campaigns to sell these tiers and
services to our existing customer base. We are developing an in-depth profile
database that goes beyond existing and former customers to include all homes
passed. This database information is expected to improve our targeted direct
marketing efforts, bringing us closer toward our objective of increasing total
customers as well as sales per customer for both new and existing customers. For
example, using customer profile data currently available, we are able to
identify customers who have children under a specified age and do not currently
subscribe to The Disney Channel. We then target our marketing efforts with
respect to The Disney Channel to those households. In 1998, we were chosen by
Claritas Corporation, sponsor of a national marketing competition across all
industries, as the first place winner in their media division, which includes
cable systems operations, telecommunications and newspapers, for our national
segmenting and targeted marketing program.
In 1998, we introduced a new package of premium services. Customers receive
a substantial discount on bundled premium services of HBO, Showtime, Cinemax and
The Movie Channel. We were able to negotiate favorable terms with premium
networks, which allowed minimal impact on margins and provided substantial
volume incentives to grow the premium category. The MVP package has increased
our premium household penetration, premium revenue and cash flow. We are
currently introducing this same premium strategy in the systems we have recently
acquired.
We expect to continue to invest significant amounts of time, effort and
financial resources in the marketing and promotion of new and existing services.
To increase customer penetration and increase the level of services used by our
customers, we use a coordinated array of marketing techniques, including
door-to-door solicitation, telemarketing, media advertising and direct mail
solicitation. We believe we have one of the cable television industry's highest
success rates in attracting and retaining customers who have never before
subscribed to cable television. Historically, these "nevers" are the most
difficult customers to attract and retain.
PROGRAMMING SUPPLY
GENERAL. We believe that offering a wide variety of conveniently scheduled
programming is an important factor influencing a customer's decision to
subscribe to and retain our cable services. We devote considerable resources to
obtaining access to a wide range of programming that we believe will appeal to
both existing and potential customers of basic and premium services. We rely on
extensive market research, customer demographics and local programming
preferences to determine channel offerings in each of our markets.
PROGRAMMING SOURCES. We obtain basic and premium programming from a number
of suppliers, usually pursuant to a written contract. As of December 31, 1999,
we obtained approximately 64% of our programming through contracts entered into
directly with a programming supplier. We obtained the rest of our programming
through TeleSynergy, Inc., which offers its partners contract benefits in buying
programming by virtue of volume discounts available to a larger buying base.
Recent consolidation in the cable television industry coupled with our growth
through acquisitions has reduced the benefits associated with our participation
in
24
<PAGE> 25
TeleSynergy. As a result of our recent acquisitions, we reviewed our programming
arrangements and terminated our agreement with TeleSynergy, effective January
31, 2000.
Programming tends to be made available to us for a flat fee per customer.
However, some channels are available without cost to us. In connection with the
launch of a new channel, we may receive a distribution fee to support the
channel launch, a portion of which is applied to marketing expenses associated
with the channel launch. The amounts we receive in distribution fees are not
significant.
Our programming contracts generally continue for a fixed period of time,
usually from three to ten years, and are subject to negotiated renewal. Although
longer contract terms are available, we prefer to limit contracts to three years
so that we retain flexibility to change programming and include new channels as
they become available. Some program suppliers offer marketing support or volume
discount pricing structures. Some of our programming agreements with premium
service suppliers offer cost incentives under which premium service unit prices
decline as certain premium service growth thresholds are met.
For home shopping channels, we receive a percentage of the amount spent in
home shopping purchases by our customers on channels we carry. In 1998, cash
receipts totaled approximately $220,000. In 1999 cash receipts totaled
approximately $5.0 million.
PROGRAMMING COSTS. Our cable programming costs have increased in recent
years and are expected to continue to increase due to factors including:
- system acquisitions;
- additional programming being provided to customers;
- increased cost to produce or purchase cable programming; and
- inflationary increases.
In every year we have operated, our costs to acquire programming have
exceeded customary inflationary and cost-of-living type increases. Sports
programming costs have increased significantly over the past several years. In
addition, contracts to purchase sports programming sometimes contain built-in
cost increases for programming added during the term of the contract which we
may or may not have the option to add to our service offerings.
Under rate regulation of the Federal Communications Commission, cable
operators may increase their rates to customers to cover increased costs for
programming, subject to certain limitations. See "Regulation and Legislation."
We believe we will, as a general matter, be able to pass increases in our
programming costs through to customers, although we cannot assure you that it
will be possible.
RATES
Pursuant to the Federal Communications Commission's rules, we have set
rates for cable-related equipment, such as converter boxes and remote control
devices and installation services. These rates are based on actual costs plus an
11.25% rate of return. We have unbundled these charges from the charges for the
provision of cable service.
Rates charged to our customers vary based on the market served and service
selected, and are typically adjusted on an annual basis. As of December 31,
1999, including the Fanch, Falcon, and Avalon cable systems, the average monthly
fee was $13.54 for basic service and $14.88 for expanded basic service.
Regulation of the expanded basic service was eliminated by federal law as of
March 31, 1999 and such rates are now based on market conditions. A one-time
installation fee, which may be waived in part during certain promotional
periods, is charged to new customers. We believe our rate practices are in
accordance with Federal Communications Commission Guidelines and are consistent
with those prevailing in the industry generally. See "Regulation and
Legislation."
25
<PAGE> 26
THEFT PROTECTION
The unauthorized tapping of cable plant and the unauthorized receipt of
programming using cable converters purchased through unauthorized sources are
problems which continue to challenge the entire cable industry. We have adopted
specific measures to combat the unauthorized use of our plant to receive
programming. For instance, in several of our regions, we have instituted a
"perpetual audit" whereby each technician is required to check at least four
other nearby residences during each service call to determine if there are any
obvious signs of piracy, namely, a drop line leading from the main cable line
into other homes. Addresses where the technician observes drop lines are then
checked against our customer billing records. If the address is not found in the
billing records, a sales representative calls on the unauthorized user to
correct the "billing discrepancy" and persuade the user to become a formal
customer. In our experience, approximately 25% of unauthorized users who are
solicited in this manner become customers. Billing records are then closely
monitored to guard against these new customers reverting to their status as
unauthorized users. Unauthorized users who do not convert are promptly
disconnected and, in certain instances, flagrant violators are referred for
prosecution. In addition, we have prosecuted individuals who have sold cable
converters programmed to receive our signals without proper authorization.
COMPETITION
We face competition in the areas of price, service offerings and service
reliability. We compete with other providers of television signals and other
sources of home entertainment. In addition, as we expand into additional
services such as Internet access, interactive services and telephony, we will
face competition from other providers of each type of service.
To date, we believe that we have not lost a significant number of customers
or a significant amount of revenue to our competitors' systems. However,
competition from other providers of the technologies we expect to offer in the
future may have a negative impact on our business in the future.
Through mergers such as the recent merger of Tele-Communications, Inc. and
AT&T and the pending merger of America Online, Inc. (AOL) and Time Warner Inc.,
customers will come to expect a variety of services from a single provider.
While these mergers have no direct or immediate impact on our business, it
encourages providers of cable and telecommunications services to expand their
service offerings. It also encourages consolidation in the cable industry as
cable operators recognize the competitive benefits of a large customer base and
expanded financial resources.
Key competitors today include:
BROADCAST TELEVISION. Cable television has long competed with broadcast
television, which consists of television signals that the viewer is able to
receive without charge using an "off-air" antenna. The extent of such
competition is dependent upon the quality and quantity of broadcast signals
available through "off-air" reception compared to the services provided by the
local cable system. The recent licensing of digital spectrum by the Federal
Communications Commission will provide incumbent television licenses with the
ability to deliver high definition television pictures and multiple
digital-quality program streams, as well as advanced digital services such as
subscription video.
DBS. Direct broadcast satellite, known as DBS, has emerged as significant
competition to cable systems. The DBS industry has grown rapidly over the last
several years, far exceeding the growth rate of the cable television industry,
and now serves more than 10 million subscribers nationwide. DBS service allows
the subscriber to receive video services directly via satellite using a
relatively small dish antenna. Moreover, video compression technology allows DBS
providers to offer more than 100 digital channels, thereby surpassing the
typical analog cable system. DBS companies historically were prohibited from
retransmitting popular local broadcast programming, but a change to the
copyright laws in November 1999 eliminated this legal impediment. After an
initial six-month grace period, DBS companies will need to secure retransmission
consent from the popular broadcast stations they wish to carry, and they will
face mandatory carriage obligations of less popular broadcast stations as of
January 2002. In response to the legislation, DirecTV, Inc. and EchoStar
Communications Corporation already have begun carrying the major network
stations in the
26
<PAGE> 27
nation's top television markets. DBS, however, is limited in the local
programming it can provide because of the current capacity limitations of
satellite technology. It is, therefore, expected that DBS companies will offer
local broadcast programming only in the larger U.S. markets in the foreseeable
future. The same legislation providing for DBS carriage of local broadcast
stations reduced the compulsory copyright fees paid by DBS companies and allows
them to continue offering distant network signals to rural customers. In March
2000, both DirecTV and EchoStar announced that they would be capable of
providing two-way high-speed Internet access by the end of this year. AOL, the
nation's leading provider of Internet services has announced a plan to invest
$1.5 billion in Hughes Electronics Corp., DirecTV's parent company, and these
companies intend to jointly market AOL's prospective Internet television service
to DirecTV's DBS customers.
DSL. The deployment of digital subscriber line technology, known as DSL,
will allow Internet access to subscribers at data transmission speeds greater
than those of modems over conventional telephone lines. Several telephone
companies and other companies are introducing DSL service. The Federal
Communications Commission recently released an order in which it mandated that
incumbent telephone companies grant access to the high frequency portion of the
local loop over which they provide voice services. This will enable competitive
carriers to provide DSL services over the same telephone lines simultaneously
used by incumbent telephone companies to provide basic telephone service.
However, in a separate order the Federal Communications Commission declined to
mandate that incumbent telephone companies unbundle their internal packet
switching functionality or related equipment for the benefit of competitive
carriers. This functionality or equipment could otherwise have been used by
competitive carriers directly to provide DSL or other high-speed broadband
services. We are unable to predict whether the Federal Communications
Commission's decisions will be sustained upon administrative or judicial appeal,
the likelihood of success of the Internet access offered by our competitors or
the impact on our business and operations of these competitive ventures.
TRADITIONAL OVERBUILDS. Cable television systems are operated under
non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area. It is possible that a franchising
authority might grant a second franchise to another cable operator and that
franchise might contain terms and conditions more favorable than those afforded
us. In addition, entities willing to establish an open video system, under which
they offer unaffiliated programmers non-discriminatory access to a portion of
the system's cable system may be able to avoid local franchising requirements.
Well financed businesses from outside the cable industry, such as public
utilities which already possess fiber optic and other transmission lines in the
areas they serve may over time become competitors. There has been a recent
increase in the number of cities that have constructed their own cable systems,
in a manner similar to city-provided utility services. There has been an
increased interest in traditional overbuilds by private companies. Constructing
a competing cable system is a capital intensive process which involves a high
degree of risk. We believe that in order to be successful, a competitor's
overbuild would need to be able to serve the homes and businesses in the
overbuilt area on a more cost-effective basis than us. Any such overbuild
operation would require either significant access to capital or access to
facilities already in place that are capable of delivering cable television
programming.
As of December 31, 1999, we are aware of overbuild situations in some of
our cable systems. Approximately 115,000 basic customers, or approximately 1.9%
of our total basic customers, are passed by these overbuilds. Additionally, we
have been notified that franchises have been awarded, and present potential
overbuild situations, in other of our systems. These potential overbuild areas
service an aggregate of approximately 134,000 basic customers or approximately
2.2% of our total basic customers. In response to such overbuilds, these systems
have been designated priorities for the upgrade of cable plant and the launch of
new and enhanced services. We have upgraded many of these systems to at least
750 megahertz two-way HFC architecture, and anticipate upgrading the other
systems to at least 750 megahertz by December 31, 2001.
TELEPHONE COMPANIES AND UTILITIES. The competitive environment has been
significantly affected by both technological developments and regulatory changes
enacted in The Telecommunications Act of 1996, which were designed to enhance
competition in the cable television and local telephone markets. Federal
cross-ownership restrictions historically limited entry by local telephone
companies into the cable television business. The 1996 Telecom Act modified this
cross-ownership restriction, making it possible for local
27
<PAGE> 28
exchange carriers who have considerable resources to provide a wide variety of
video services competitive with services offered by cable systems.
As we expand our offerings to include Internet and other telecommunications
services, we will be subject to competition from other telecommunications
providers. The telecommunications industry is highly competitive and includes
competitors with greater financial and personnel resources, who have brand name
recognition and long-standing relationships with regulatory authorities.
Moreover, mergers, joint ventures and alliances among franchise, wireless or
private cable television operators, local exchange carriers and others may
result in providers capable of offering cable television, Internet, and
telecommunications services in direct competition with us.
Several telephone companies have obtained or are seeking cable television
franchises from local governmental authorities and are constructing cable
systems. Cross-subsidization by local exchange carriers of video and telephony
services poses a strategic advantage over cable operators seeking to compete
with local exchange carriers that provide video services. Some local exchange
carriers may choose to make broadband services available under the open video
regulatory framework of the Federal Communications Commission or through
wireless technology. In addition, local exchange carriers provide facilities for
the transmission and distribution of voice and data services, including Internet
services, in competition with our existing or potential interactive services
ventures and businesses, including Internet service, as well as data and other
non-video services. We cannot predict the likelihood of success of the broadband
services offered by our competitors or the impact on us of such competitive
ventures. The entry of telephone companies as direct competitors in the video
marketplace, however, may become more widespread and could adversely affect the
profitability and valuation of the systems.
Additionally, we are subject to competition from utilities which possess
fiber optic transmission lines capable of transmitting signals with minimal
signal distortion.
PRIVATE CABLE. Additional competition is posed by satellite master antenna
television systems known as "SMATV systems" serving multiple dwelling units,
referred to in the cable industry as "MDU's", such as condominiums, apartment
complexes, and private residential communities. These private cable systems may
enter into exclusive agreements with such MDUs, which may preclude operators of
franchise systems from serving residents of such private complexes. Such private
cable systems can offer both improved reception of local television stations and
many of the same satellite-delivered program services which are offered by cable
systems. SMATV systems currently benefit from operating advantages not available
to franchised cable systems, including fewer regulatory burdens and no
requirement to service low density or economically depressed communities.
Exemption from regulation may provide a competitive advantage to certain of our
current and potential competitors. The FCC ruled in 1998 that private cable
operators can lease video distribution capacity from local telephone companies
and distribute cable programming services over public rights-of-way without
obtaining a cable franchise. In 1999, both the Fifth and Seventh Circuit Courts
of Appeals upheld this FCC policy.
WIRELESS DISTRIBUTION. Cable television systems also compete with wireless
program distribution services such as multi-channel multipoint distribution
systems or "wireless cable," known as MMDS. MMDS uses low-power microwave
frequencies to transmit television programming over-the-air to paying customers.
Wireless distribution services generally provide many of the programming
services provided by cable systems, and digital compression technology is likely
to increase significantly the channel capacity of their systems. Both analog and
digital MMDS services require unobstructed "line of sight" transmission paths.
Analog MMDS has impacted our customer growth in Riverside and Sacramento,
California and Missoula, Montana. Digital MMDS is a more significant competitor,
presenting potential challenges to us in Los Angeles, California and Atlanta,
Georgia.
EMPLOYEES
Pursuant to a services agreement between Charter Communications, Inc. and
Charter Investment, Inc., Charter Investment, Inc. provides the necessary
personnel and services to manage Charter Communications Holding Company and its
subsidiaries. These personnel and services are provided to Charter
Communications,
28
<PAGE> 29
Inc. on a cost reimbursement basis. Charter Communications, Inc. currently has
only thirteen employees, all of whom are senior management and are also
executive officers of Charter Investment, Inc. The management of Charter
Communications, Inc. and Charter Investment, Inc. consists of approximately 325
people led by Charter Communications chief executive officer Jerald L. Kent.
They are responsible for coordinating and overseeing our operations, including
certain critical functions, such as marketing and engineering, that are
conducted by personnel at the regional and local system level. The corporate
office also performs certain financial control functions such as accounting,
finance and acquisitions, payroll and benefit administration, internal audit,
purchasing and programming contract administration on a centralized basis.
As of February 29, 2000, we had approximately 11,970 full-time equivalent
employees of which approximately 375 were represented by the International
Brotherhood of Electrical Workers. We believe we have a good relationship with
our employees and have never experienced a work stoppage.
INSURANCE
We have insurance to cover risks incurred in the ordinary course of
business, including general liability, property coverage, business interruption
and workers' compensation insurance in amounts typical of similar operators in
the cable industry and with reputable insurance providers. As is typical in the
cable industry, we do not insure our underground plant. We believe our insurance
coverage is adequate.
29
<PAGE> 30
REGULATION AND LEGISLATION
The following summary addresses the key regulatory developments and
legislation affecting the cable television industry.
The operation of a cable system is extensively regulated by the Federal
Communications Commission, some state governments and most local governments.
The 1996 Telecom Act has altered the regulatory structure governing the nation's
communications providers. It removes barriers to competition in both the cable
television market and the local telephone market. Among other things, it also
reduces the scope of cable rate regulation and encourages additional competition
in the video programming industry by allowing local telephone companies to
provide video programming in their own telephone service areas.
The 1996 Telecom Act requires the Federal Communications Commission to
undertake a host of implementing rulemakings. Moreover, Congress and the Federal
Communications Commission have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect our
operations, and there have been calls in Congress and at the Federal
Communications Commission to maintain or even tighten cable regulation in the
absence of widespread effective competition.
CABLE RATE REGULATION. The 1992 Cable Act imposed an extensive rate
regulation regime on the cable television industry, which limited the ability of
cable companies to increase subscriber fees. Under that regime, all cable
systems were subjected to rate regulation, unless they faced "effective
competition" in their local franchise area. Federal law defines "effective
competition" on a community-specific basis as requiring satisfaction of
conditions rarely satisfied in the current marketplace.
Although the Federal Communications Commission established the underlying
regulatory scheme, local government units, commonly referred to as local
franchising authorities, are primarily responsible for administering the
regulation of the lowest level of cable service -- the basic service tier, which
typically contains local broadcast stations and public, educational, and
government access channels. Before a local franchising authority begins basic
service rate regulation, it must certify to the Federal Communications
Commission that it will follow applicable federal rules. Many local franchising
authorities have voluntarily declined to exercise their authority to regulate
basic service rates. Local franchising authorities also have primary
responsibility for regulating cable equipment rates. Under federal law, charges
for various types of cable equipment must be unbundled from each other and from
monthly charges for programming services.
As of December 31, 1999, pro forma for the Recent Transfers and the Bresnan
acquisition, approximately 17% of our local franchising authorities were
certified to regulate basic tier rates. The 1992 Cable Act permits communities
to certify and regulate rates at any time, so that it is possible that
additional localities served by the systems may choose to certify and regulate
basic rates in the future.
The Federal Communications Commission historically administered rate
regulation of cable programming service tiers, which are the expanded basic
programming packages that offer services other than basic programming and which
typically contains satellite-delivered programming. As of December 31, 1999, pro
forma for the Recent Transfers and the Bresnan acquisition, we had cable
programming service tier rate complaints relating to approximately 440,000
customers pending at the Federal Communications Commission. Under the 1996
Telecom Act, however, the Federal Communications Commission's authority to
regulate cable programming service tier rates sunset on March 31, 1999. The
Federal Communications Commission has taken the position that it will still
adjudicate pending cable programming service tier complaints but will strictly
limit its review, and possible refund orders, to the time period predating the
sunset date. We do not believe any adjudications regarding these pre-sunset
complaints will have a material adverse effect on our business. The elimination
of cable programming service tier regulation on a prospective basis affords us
substantially greater pricing flexibility.
Under the rate regulations of the Federal Communication Commission, most
cable systems were required to reduce their basic service tier and cable
programming service tier rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage. The Federal Communications Commission
has modified its rate adjustment regulations to allow for annual rate increases
30
<PAGE> 31
and to minimize previous problems associated with regulatory lag. Operators also
have the opportunity to bypass this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Cost of service regulation is a traditional form of rate
regulation, under which a utility is allowed to recover its costs of providing
the regulated service, plus a reasonable profit. The Federal Communications
Commission and Congress have provided various forms of rate relief for smaller
cable systems owned by smaller operators. Premium cable services offered on a
per-channel or per-program basis remain unregulated. However, federal law
requires that the basic service tier be offered to all cable subscribers and
limits the ability of operators to require purchase of any cable programming
service tier if a customer seeks to purchase premium services offered on a
per-channel or per-program basis, subject to a technology exception which
sunsets in 2002.
As noted above, Federal Communications Commission regulation of cable
programming service tier rates for all systems, regardless of size, sunset
pursuant to the 1996 Telecom Act on March 31, 1999. As a result, the regulatory
regime just discussed is now essentially applicable only to the basic service
tier and cable equipment. The 1996 Telecom Act also relaxes existing "uniform
rate" requirements by specifying that uniform rate requirements do not apply
where the operator faces "effective competition," and by exempting bulk
discounts to multiple dwelling units, although complaints about predatory
pricing still may be made to the Federal Communications Commission.
CABLE ENTRY INTO TELECOMMUNICATIONS. The 1996 Telecom Act creates a more
favorable environment for us to provide telecommunications services beyond
traditional video delivery. It provides that no state or local laws or
regulations may prohibit or have the effect of prohibiting any entity from
providing any interstate or intrastate telecommunications service. A cable
operator is authorized under the 1996 Telecom Act to provide telecommunications
services without obtaining a separate local franchise. States are authorized,
however, to impose "competitively neutral" requirements regarding universal
service, public safety and welfare, service quality, and consumer protection.
State and local governments also retain their authority to manage the public
rights-of-way and may require reasonable, competitively neutral compensation for
management of the public rights-of-way when cable operators provide
telecommunications service. The favorable pole attachment rates afforded cable
operators under federal law can be gradually increased by utility companies
owning the poles, beginning in 2001, if the operator provides telecommunications
service, as well as cable service, over its plant. The Federal Communications
Commission recently clarified that a cable operator's favorable pole rates are
not endangered by the provision of Internet access.
Cable entry into telecommunications will be affected by the regulatory
landscape now being developed by the Federal Communications Commission and state
regulators. One critical component of the 1996 Telecom Act to facilitate the
entry of new telecommunications providers, including cable operators, is the
interconnection obligation imposed on all telecommunications carriers. In July
1997, the Eighth Circuit Court of Appeals vacated certain aspects of the Federal
Communications Commission initial interconnection order but most of that
decision was reversed by the U.S. Supreme Court in January 1999. The Supreme
Court effectively upheld most of the Federal Communications Commission
interconnection regulations. Although these regulations should enable new
telecommunications entrants to reach viable interconnection agreements with
incumbent carriers, many issues, including which specific network elements the
Federal Communications Commission can mandate that incumbent carriers make
available to competitors, remain subject to administrative and judicial appeal.
If the Federal Communications Commission current list of unbundled network
elements is upheld on appeal, it would make it easier for us to provide
telecommunications service.
INTERNET SERVICE. Although there is at present no significant federal
regulation of cable system delivery of Internet services, and the Federal
Communications Commission recently issued several reports finding no immediate
need to impose such regulation, this situation may change as cable systems
expand their broadband delivery of Internet services. In particular, proposals
have been advanced at the Federal Communications Commission and Congress that
would require cable operators to provide access to unaffiliated Internet service
providers and online service providers. The FCC recently rejected a petition by
certain Internet service providers attempting to use existing modes of access
that are commercially leased to gain access to cable system delivery. Finally,
some local franchising authorities are considering the imposition of mandatory
Internet access requirements as part of cable franchise renewals or transfers. A
federal district court in
31
<PAGE> 32
Portland, Oregon recently upheld the legal ability of local franchising
authority to impose such conditions, but an appeal was filed with the Ninth
Circuit Court of Appeals, oral argument has been held and the parties are
awaiting a decision. Other local authorities have imposed or may impose
mandatory Internet access requirements on cable operators. These developments
could, if they become widespread, burden the capacity of cable systems and
complicate our own plans for providing Internet service.
TELEPHONE COMPANY ENTRY INTO CABLE TELEVISION. The 1996 Telecom Act allows
telephone companies to compete directly with cable operators by repealing the
historic telephone company/cable cross-ownership ban. Local exchange carriers,
including the regional telephone companies, can now compete with cable operators
both inside and outside their telephone service areas with certain regulatory
safeguards. Because of their resources, local exchange carriers could be
formidable competitors to traditional cable operators. Various local exchange
carriers already are providing video programming services within their telephone
service areas through a variety of distribution methods, including both the
deployment of broadband wire facilities and the use of wireless transmission.
Under the 1996 Telecom Act, local exchange carriers or any other cable
competitor providing video programming to subscribers through broadband wire
should be regulated as a traditional cable operator, subject to local
franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. The Fifth Circuit Court of Appeals reversed certain of
the Federal Communications Commission's open video system rules, including its
preemption of local franchising. The Federal Communications Commission recently
revised its OVS rules to eliminate this general preemption, thereby leaving
franchising discretion to state and local authorities. It is unclear what effect
this ruling will have on the entities pursuing open video system operation.
Although local exchange carriers and cable operators can now expand their
offerings across traditional service boundaries, the general prohibition remains
on local exchange carrier buyouts of co-located cable systems. Co-located cable
systems are cable systems serving an overlapping territory. Cable operator
buyouts of co-located local exchange carrier systems, and joint ventures between
cable operators and local exchange carriers in the same market are also
prohibited. The 1996 Telecom Act provides a few limited exceptions to this
buyout prohibition, including a carefully circumscribed "rural exemption." The
1996 Telecom Act also provides the Federal Communications Commission with the
limited authority to grant waivers of the buyout prohibition.
ELECTRIC UTILITY ENTRY INTO TELECOMMUNICATIONS/CABLE TELEVISION. The 1996
Telecom Act provides that registered utility holding companies and subsidiaries
may provide telecommunications services, including cable television,
notwithstanding the Public Utility Holding Company Act. Electric utilities must
establish separate subsidiaries, known as "exempt telecommunications companies"
and must apply to the Federal Communications Commission for operating authority.
Like telephone companies, electric utilities have substantial resources at their
disposal, and could be formidable competitors to traditional cable systems.
Several such utilities have been granted broad authority by the Federal
Communications Commission to engage in activities which could include the
provision of video programming.
ADDITIONAL OWNERSHIP RESTRICTIONS. The 1996 Telecom Act eliminates
statutory restrictions on broadcast/cable cross-ownership, including broadcast
network/cable restrictions, but leaves in place existing Federal Communications
Commission regulations prohibiting local cross-ownership between co-located
television stations and cable systems.
Pursuant to the 1992 Cable Act, the Federal Communications Commission
adopted rules precluding a cable system from devoting more than 40% of its
activated channel capacity to the carriage of affiliated national video program
services. Also pursuant to the 1992 Cable Act, the Federal Communications
Commission has adopted rules that preclude any cable operator from serving more
than 30% of all U.S. domestic multichannel video subscribers, including cable
and direct broadcast satellite subscribers. This provision might require AT&T to
divest certain cable ownership. However, this provision has been stayed pending
further judicial review.
32
<PAGE> 33
MUST CARRY/RETRANSMISSION CONSENT. The 1992 Cable Act contains broadcast
signal carriage requirements. Broadcast signal carriage is the transmission of
broadcast television signals over a cable system to cable customers. These
requirements, among other things, allow local commercial television broadcast
stations to elect once every three years between "must carry" status or
"retransmission consent" status. Less popular stations typically elect must
carry, which is the broadcast signal carriage requirement that allows local
commercial television broadcast stations to require a cable system to carry the
station. More popular stations, such as those affiliated with a national
network, typically elect retransmission consent which is the broadcast signal
carriage requirement that allows local commercial television broadcast stations
to negotiate for payments for granting permission to the cable operator to carry
the stations. Must carry requests can dilute the appeal of a cable system's
programming offerings because a cable system with limited channel capacity may
be required to forego carriage of popular channels in favor of less popular
broadcast stations electing must carry. Retransmission consent demands may
require substantial payments or other concessions. Either option has a
potentially adverse effect on our business. The burden associated with must
carry may increase substantially if broadcasters proceed with planned conversion
to digital transmission and the Federal Communications Commission determines
that cable systems must carry all analog and digital broadcasts in their
entirety. This burden would reduce capacity available for more popular video
programming and new internet and telecommunication offerings. A rulemaking is
now pending at the Federal Communications Commission regarding the imposition of
dual digital and analog must carry.
ACCESS CHANNELS. Local franchising authorities can include franchise
provisions requiring cable operators to set aside certain channels for public,
educational and governmental access programming. Federal law also requires cable
systems to designate a portion of their channel capacity, up to 15% in some
cases, for commercial leased access by unaffiliated third parties. The Federal
Communications Commission has adopted rules regulating the terms, conditions and
maximum rates a cable operator may charge for commercial leased access use. We
believe that requests for commercial leased access carriages have been
relatively limited. The Federal Communications Commission recently rejected a
request that unaffiliated Internet service providers be found eligible for
commercial leased access. Although we do not believe such use is in accord with
the governing statute, a contrary ruling, should the ruling be appealed, could
lead to substantial leased activity by Internet service providers and disrupt
our own plans for Internet service.
ACCESS TO PROGRAMMING. To spur the development of independent cable
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring their cable operators over new competitors and requires such
programmers to sell their programming to other multichannel video distributors.
This provision limits the ability of vertically integrated cable programmers to
offer exclusive programming arrangements to cable companies. There also has been
interest expressed in further restricting the marketing practices of cable
programmers, including subjecting programmers who are not affiliated with cable
operators to all of the existing program access requirements, and subjecting
terrestrially delivered programming to the program access requirements.
Terrestrially delivered programming is programming delivered other than by
satellite. These changes should not have a dramatic impact on us, but would
limit potential competitive advantages we now enjoy.
INSIDE WIRING; SUBSCRIBER ACCESS. In an order issued in 1997, the Federal
Communications Commission established rules that require an incumbent cable
operator upon expiration of a multiple dwelling unit service contract to sell,
abandon, or remove "home run" wiring that was installed by the cable operator in
a multiple dwelling unit building. These inside wiring rules are expected to
assist building owners in their attempts to replace existing cable operators
with new programming providers who are willing to pay the building owner a
higher fee, where such a fee is permissible. The Federal Communications
Commission has also proposed abrogating all exclusive multiple dwelling unit
service agreements held by incumbent operators, but allowing such contracts when
held by new entrants. In another proceeding, the Federal Communications
Commission has preempted restrictions on the deployment of private antenna on
rental property within the exclusive use of a tenant, such as balconies and
patios. This Federal Communications Commission ruling may limit the extent to
which we along with multiple dwelling unit owners may enforce certain aspects of
multiple dwelling unit
33
<PAGE> 34
agreements which otherwise prohibit, for example, placement of digital broadcast
satellite receiver antennae in multiple dwelling unit areas under the exclusive
occupancy of a renter. These developments may make it even more difficult for us
to provide service in multiple dwelling unit complexes.
OTHER REGULATIONS OF THE FEDERAL COMMUNICATIONS COMMISSION. In addition to
the Federal Communications Commission regulations noted above, there are other
regulations of the Federal Communications Commission covering such areas as:
- equal employment opportunity,
- subscriber privacy,
- programming practices, including, among other things,
(1) syndicated program exclusivity, which is a Federal Communications
Commission rule which requires a cable system to delete particular
programming offered by a distant broadcast signal carried on the
system which duplicates the programming for which a local broadcast
station has secured exclusive distribution rights,
(2) network program nonduplication,
(3) local sports blackouts,
(4) indecent programming,
(5) lottery programming,
(6) political programming,
(7) sponsorship identification,
(8) children's programming advertisements, and
(9) closed captioning,
- registration of cable systems and facilities licensing,
- maintenance of various records and public inspection files,
- aeronautical frequency usage,
- lockbox availability,
- antenna structure notification,
- tower marking and lighting,
- consumer protection and customer service standards,
- technical standards,
- consumer electronics equipment compatibility, and
- emergency alert systems.
The Federal Communications Commission recently ruled that cable customers
must be allowed to purchase cable converters from third parties and established
a multi-year phase-in during which security functions, which would remain in the
operator's exclusive control, would be unbundled from basic converter functions,
which could then be satisfied by third party vendors.
The Federal Communications Commission has the authority to enforce its
regulations through the imposition of substantial fines, the issuance of cease
and desist orders and/or the imposition of other administrative sanctions, such
as the revocation of Federal Communications Commission licenses needed to
operate certain transmission facilities used in connection with cable
operations.
34
<PAGE> 35
COPYRIGHT. Cable television systems are subject to federal copyright
licensing covering carriage of television and radio broadcast signals. In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool, that varies depending on the size
of the system, the number of distant broadcast television signals carried, and
the location of the cable system, cable operators can obtain blanket permission
to retransmit copyrighted material included in broadcast signals. The possible
modification or elimination of this compulsory copyright license is the subject
of continuing legislative review and could adversely affect our ability to
obtain desired broadcast programming. We cannot predict the outcome of this
legislative activity. Copyright clearances for nonbroadcast programming services
are arranged through private negotiations.
Cable operators distribute locally originated programming and advertising
that use music controlled by the two principal major music performing rights
organizations, the American Society of Composers, Authors and Publishers and
Broadcast Music, Inc. The cable industry has had a long series of negotiations
and adjudications with both organizations. A prior voluntarily negotiated
agreement with Broadcast Music has now expired, and is subject to further
proceedings. The governing rate court recently set retroactive and prospective
cable industry rates for American Society of Composers music based on the
previously negotiated Broadcast Music rate. Although we cannot predict the
ultimate outcome of these industry proceedings or the amount of any license fees
we may be required to pay for past and future use of association-controlled
music, we do not believe such license fees will be significant to our business
and operations.
STATE AND LOCAL REGULATION. Cable television systems generally are
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way. Federal
law now prohibits local franchising authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises. Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
failed to comply with material provisions.
The specific terms and conditions of franchises vary materially between
jurisdictions. Each franchise generally contains provisions governing cable
operations, service rates, franchising fees, system construction and maintenance
obligations, system channel capacity, design and technical performance, customer
service standards, and indemnification protections. A number of states,
including Connecticut, 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. Although local franchising authorities have
considerable discretion in establishing franchise terms, there are certain
federal limitations. For example, local franchising authorities cannot insist on
franchise fees exceeding 5% of the system's gross cable-related revenues, cannot
dictate the particular technology used by the system, and cannot specify video
programming other than identifying broad categories of programming.
Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the local franchising authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and service or increased
franchise fees as a condition of renewal. Similarly, if a local franchising
authority's consent is required for the purchase or sale of a cable system or
franchise, such local franchising authority may attempt to impose more
burdensome or onerous franchise requirements in connection with a request for
consent. Historically, most franchises have been renewed for and consents
granted to cable operators that have provided satisfactory services and have
complied with the terms of their franchise.
Under the 1996 Telecom Act, states and local franchising authorities are
prohibited from limiting, restricting, or conditioning the provision of
competitive telecommunications services, except for certain "competitively
neutral" requirements and as necessary to manage the public rights-of-way. In
addition, local franchising authorities may not require a cable operator to
provide any telecommunications service or facilities, other than institutional
networks under certain circumstances, as a condition of an initial franchise
grant, a franchise renewal, or a franchise transfer. The 1996 Telecom Act also
provides that franchising fees are limited to an operator's cable-related
revenues and do not apply to revenues that a cable operator derives from
providing new telecommunications services.
35
<PAGE> 36
ITEM 2. PROPERTIES.
The principal physical assets of Charter Holdings and its subsidiaries
consist of cable television distribution plant and equipment, including signal
receiving, encoding and decoding devices, headends and distribution systems and
customer house drop equipment.
Our headend reception facilities consist of associated electronic equipment
necessary for the reception, amplification and modulation of signals and are
located near the receiving apparatus. The receiving apparatus is comprised of a
tower and antennas for reception of over-the-air broadcast television signals
and one or more earth stations for reception of satellite signals. Located near
these receiving devices is a building housing associated electronic gear and
processing equipment. Charter Holdings and its subsidiaries own the receiving
and distribution equipment and own or lease small parcels of real property for
the receiving sites.
As of December 31, 1999, pro forma for the Recent Transfers and the Bresnan
acquisition, our distribution plant consists primarily of approximately 180,100
miles of coaxial cable and approximately 12,600 sheath miles of fiber optic
cable. Fiber optic cable is a communication medium that uses hair-thin fibers to
transmit signals over long distances with minimal signal loss or distortion.
Coaxial cable is a type of cable used for broadband data and cable systems. This
type of cable has excellent broadband frequency characteristics, noise immunity
and physical durability. The cable is either buried in underground trenches or
is attached to utility poles pursuant to license agreements with the owners of
the poles. The cable is connected from each node to individual homes or
buildings. A node is a single connection to a cable system's main high-capacity
fiber optic cable that is shared by a number of customers. A sheath mile is the
actual length of cable in miles.
In addition, Charter Holdings subsidiaries own or lease local business
offices of each system from which service employees are dispatched, technical
quality of the system is monitored, customer service and billing inquiries are
handled and marketing programs are administered. The office facilities of some
systems include certain equipment for program production, as required by certain
of our franchises.
Subsidiaries of Charter Holdings own the real property housing a regional
data center in Town & Country, Missouri, as well as the regional office for the
Northeast Region in Newtown, Connecticut and additional real estate located in
Hickory, North Carolina; Hammond, Louisiana; and West Sacramento and San Luis
Obispo, California. The subsidiaries of Charter Holdings lease space for our
regional data center located in Dallas, Texas and additional locations for
business offices throughout our operating regions and generally own the towers
on which our equipment is located. Headend locations are generally located on
owned or leased parcels of land.
We believe that our properties are generally in good condition, although
the components of the cable systems do require maintenance and periodic upgrades
to keep pace with technological advances and to comply with the requirements of
certain franchising authorities. Our systems currently operate at between 300
and 870 megahertz. We believe the standard in the cable industry generally to be
a minimum of 550 megahertz. For a discussion of the historical and planned
capital expenditures, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
ITEM 3. LEGAL PROCEEDINGS.
From time to time, we are subject to legal proceedings and other claims
arising in the ordinary course of our business. We maintain insurance coverage
against potential claims in an amount, that we believe to be adequate. There are
no material pending legal proceedings, other than routine litigation incidental
to the business, to which we are a party or of which any of the our property is
the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of equityholders during the fourth
quarter of the year ended December 31, 1999.
36
<PAGE> 37
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION
Our equity interests are not publicly traded.
(B) HOLDERS
All of the membership interests of Charter Holdings are owned by Charter
Communications Holding Company. All of the outstanding capital stock of Charter
Communications Holding Capital Corporation is owned by Charter Holdings.
(C) DIVIDENDS
None
(D) RECENT SALES OF UNREGISTERED SECURITIES
On January 12, 2000, Charter Holdings and Charter Communications Holdings
Capital Corporation issued $675.0 million of 10.00% senior notes due 2009,
$325.0 million of 10.25% senior notes due 2010, and $532.0 million 11.75% senior
discount notes due 2010 to certain qualified institutional buyers based on the
exemptions from registration contained in Section 4(2) of Rule 144A, promulgated
under the Securities Act of 1933, as amended. The principal underwriters for
this offering were Goldman, Sachs & Co. and Chase Securities, Inc. The aggregate
gross proceeds of these notes was $1,303 million and the aggregate underwriting
commissions and discounts were $26.8 million. Of the net proceeds totaling
$1,274 million, $1,250 million was utilized to finance the change of control
offers to repurchase outstanding Avalon, Falcon and Bresnan notes and
debentures. The remaining $23.5 million was used for expenses related to the
offering.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
The selected historical financial data below for each of the periods and
years from October 1, 1995, through December 31, 1999, are derived from the
consolidated financial statements of Charter Communications Holdings, LLC, which
have been audited by Arthur Andersen LLP, independent public accountants. On
January 1, 2000, Charter Communications Holding Company and Charter Holdings
effected a number of transactions in which cable systems acquired by Charter
Communications Holding Company in November 1999 were contributed to Charter
Holdings. Charter Holdings intends to account for the contribution of the
transferred systems as a reorganization of entities under common control in a
manner similar to pooling of interests effective January 1, 2000. Charter
Holdings will revise its financial statements as of and for the year ended
December 31, 1999, to reflect the reorganization. The accounts of the
transferred systems will be included in Charter Holdings' financial statements
from the date the transferred systems were acquired by Charter Communications
Holding Company. This revision will occur in connection with the filing of
Charter Holdings' Quarterly Report on Form 10-Q for the quarter ending March 31,
2000. The selected historical financial data for the period from January 1, 1995
through September 30, 1995 are derived from the unaudited financial statements
of the Charter Holdings predecessor business. The information presented below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the historical financial
statements and related notes included elsewhere in this Annual Report.
37
<PAGE> 38
SELECTED HISTORICAL FINANCIAL DATA
<TABLE>
<CAPTION>
PREDECESSOR OF
CHARTER HOLDINGS CHARTER HOLDINGS
---------------- --------------------------------------------------------------------------
YEAR ENDED
1/1/95 10/1/95 DECEMBER 31, 1/1/98 12/24/98 YEAR ENDED
THROUGH THROUGH ----------------- THROUGH THROUGH DECEMBER 31,
9/30/95 12/31/95 1996 1997 12/23/98 12/31/98 1999
---------------- -------- ------- ------- -------- ---------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Revenues...................... $ 5,324 $ 1,788 $14,881 $18,867 $ 49,731 $ 13,713 $ 1,325,830
------- ------- ------- ------- -------- ---------- -----------
Operating expenses:
Operating, general and
administrative............ 2,581 931 8,123 11,767 25,952 7,134 683,646
Depreciation and
amortization.............. 2,137 648 4,593 6,103 16,864 8,318 675,786
Option compensation
expense................... -- -- -- -- -- 845 79,979
Management fees/corporate
expense charges........... 224 54 446 566 6,176 473 48,158
------- ------- ------- ------- -------- ---------- -----------
Total operating
expenses................ 4,942 1,633 13,162 18,436 48,992 16,770 1,487,569
------- ------- ------- ------- -------- ---------- -----------
Income (loss) from
operations.................. 382 155 1,719 431 739 (3,057) (161,739)
Interest expense.............. -- (691) (4,415) (5,120) (17,277) (2,353) (434,995)
Interest income............... -- 5 20 41 44 133 18,821
Other income (expense)........ 38 -- (47) 25 (728) -- (217)
------- ------- ------- ------- -------- ---------- -----------
Income (loss) before
extraordinary item.......... 420 (531) (2,723) (4,623) (17,222) (5,277) (578,130)
Extraordinary item -- loss
from early extinguishment of
debt........................ -- -- -- -- -- -- (7,794)
------- ------- ------- ------- -------- ---------- -----------
Net income (loss)............. $ 420 $ (531) $(2,723) $(4,623) $(17,222) $ (5,277) $ (585,924)
======= ======= ======= ======= ======== ========== ===========
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets.................. $26,342 $31,572 $67,994 $55,811 $281,969 $4,335,527 $12,005,197
Total debt.................... 10,480 28,847 59,222 41,500 274,698 2,002,206 6,065,612
Member's equity (deficit)..... 15,311 971 2,648 (1,975) (8,397) 2,147,379 4,344,262
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Reference is made to the "Certain Trends and Uncertainties" section below
in this Management's Discussion and Analysis for a discussion of important
factors that could cause actual results to differ from expectations and
non-historical information contained herein.
INTRODUCTION
We do not believe that our historical financial condition and results of
operations are accurate indicators of future results because of certain past and
pending significant events, including:
(1) the acquisition by Mr. Allen of CCA Group, Charter Communications
Properties Holdings, LLC (CCPH) and CharterComm Holdings LLC, referred
to together with their subsidiaries as the Charter companies;
(2) the merger of Marcus Holdings with and into Charter Holdings;
(3) our 1999 acquisitions, the Recent Transfers, the Bresnan acquisition
and the pending transaction;
(4) the refinancing or replacement of the previous credit facilities of
the Charter companies and certain of our subsidiaries acquired in 1999
acquisitions, the Recent Transfers and the Bresnan acquisition; and
(5) the purchase of publicly held notes that had been issued by several of
the direct and indirect subsidiaries of Charter Holdings.
38
<PAGE> 39
Provided below is a discussion of our organizational history consisting of:
(1) the operations and development of the Charter companies prior to the
acquisition by Mr. Allen, together with the acquisition of the Charter
companies by Mr. Allen;
(2) the merger of Marcus Holdings with and into Charter Holdings; and
(3) our 1999 acquisitions, the Recent Transfers, the Bresnan acquisition
and the pending transaction.
ORGANIZATIONAL HISTORY
Prior to the acquisition of the Charter companies by Mr. Allen on December
23, 1998 and the merger of Marcus Holdings with and into Charter Holdings
effective April 7, 1999, the cable systems of the Charter and Marcus companies
were operated under four groups of companies. Three of these groups were
comprised of companies that were managed by Charter Investment prior to the
acquisition of the Charter companies by Mr. Allen and the fourth group was
comprised of companies that were subsidiaries of Marcus Holdings. Charter's
management began managing Marcus Holdings in October 1998.
The following is an explanation of how:
(1) CCPH, the operating companies that formerly comprised CCA Group and
CharterComm Holdings, and the Marcus companies became wholly owned
subsidiaries of Charter Operating;
(2) Charter Operating became a wholly owned subsidiary of Charter
Holdings;
(3) Charter Holdings became a wholly owned subsidiary of Charter
Communications Holding Company; and
(4) Charter Communications Holding Company became a wholly owned
subsidiary of Charter Investment and, later, of Charter Communications,
Inc.
THE CHARTER COMPANIES
Prior to Charter Investment acquiring the remaining interests that it did
not previously own in two of the three groups of Charter companies, namely CCA
Group and CharterComm Holdings, as described below, the operating subsidiaries
of the three groups of Charter companies were parties to separate management
agreements with Charter Investment pursuant to which Charter Investment provided
management and consulting services. Prior to our acquisition by Mr. Allen, the
Charter companies were as follows:
(1) CCPH
CCPH was a wholly owned subsidiary of Charter Investment. The primary
subsidiary of CCPH, which owned the cable systems, was Charter
Communications Properties, LLC. In connection with Mr. Allen's acquisition
on December 23, 1998, CCPH was merged out of existence and Charter
Communications Properties became a direct, wholly owned subsidiary of
Charter Investment. In May 1998, CCPH acquired certain cable systems from
Sonic Communications, Inc. for a total purchase price, net of cash
acquired, of $228.4 million, including $60.9 million of assumed debt.
(2) CCA Group
The controlling interests in CCA Group were held by affiliates of Kelso &
Co. Charter Investment had only a minority interest. Effective December 23,
1998, prior to Mr. Allen's acquisition, Charter Investment acquired from
the Kelso affiliates the interests the Kelso affiliates held in CCA Group.
Consequently, the companies comprising CCA Group became wholly owned
subsidiaries of Charter Investment.
CCA Group consisted of the following three sister companies:
(a) CCT Holdings, LLC;
(b) CCA Holdings, LLC; and
(c) Charter Communications Long Beach, LLC.
39
<PAGE> 40
The cable systems were owned by the various subsidiaries of these three
sister companies. The financial statements for these three sister companies
historically were combined and the term "CCA Group" was assigned to these
combined entities. In connection with Mr. Allen's acquisition on December
23, 1998, the three sister companies and some of the non-operating
subsidiaries were merged out of existence, leaving certain of the operating
subsidiaries owning all of the cable systems under this former group. These
operating subsidiaries became indirect, wholly owned subsidiaries of
Charter Investment.
(3) CharterComm Holdings, LLC
The controlling interests in CharterComm Holdings were held by affiliates
of Charterhouse Group International Inc. Charter Investment had only a
minority interest. Effective December 23, 1998, prior to Mr. Allen's
acquisition Charter Investment acquired from the Charterhouse Group
affiliates the interests the Charterhouse Group affiliates held in
CharterComm Holdings. Consequently, CharterComm Holdings became a wholly
owned subsidiary of Charter Investment.
The cable systems were owned by the various subsidiaries of CharterComm
Holdings. In connection with Mr. Allen's acquisition on December 23, 1998, some
of the non-operating subsidiaries were merged out of existence, leaving certain
of the operating subsidiaries owning all of the cable systems under this former
group. CharterComm Holdings was merged out of existence. Charter Communications,
LLC became a direct, wholly owned subsidiary of Charter Investment.
Our acquisition by Mr. Allen became effective on December 23, 1998, through
a series of transactions in which Mr. Allen acquired approximately 94% of the
equity interests of Charter Investment for an aggregate purchase price of $2.2
billion, excluding $2.0 billion in assumed debt. Charter Communications
Properties and the operating companies that formerly comprised CCA Group and
CharterComm Holdings were contributed to Charter Operating subsequent to Mr.
Allen's acquisition. CCPH is deemed to be our predecessor. Consequently, the
contribution of Charter Communications Properties was accounted for as a
reorganization under common control. Accordingly, Charter Holdings results of
operations for periods prior to and including December 23, 1998 include the
accounts of CCPH. The contributions of the operating companies that formerly
comprised CCA Group and CharterComm Holdings were accounted for in accordance
with purchase accounting. Accordingly, Charter Holdings results of operations
for periods after December 23, 1998 include the accounts of Charter
Communications Properties, CCA Group and CharterComm Holdings.
In February 1999, Charter Holdings was formed as a wholly owned subsidiary
of Charter Investment and Charter Operating was formed as a wholly owned
subsidiary of Charter Holdings. All of Charter Investment's direct interests in
the entities described above were transferred to Charter Operating. All of the
prior management agreements were terminated and a new management agreement was
entered into between Charter Investment and Charter Operating.
In May 1999, Charter Holdco was formed as a wholly owned subsidiary of
Charter Investment. All of Charter Investment's interests in Charter Holdings
were transferred to Charter Communications Holding Company.
In July 1999, Charter Communications, Inc. was formed as a wholly owned
subsidiary of Charter Investment. Also in November 1999, Charter Communications
Holding Company sold membership units to Vulcan Cable III. In the initial public
offering of Charter Communications, Inc., substantially all of its equity
interests were sold to the public and less than 1% of its equity interests were
sold to Mr. Allen. Charter Communications, Inc. contributed substantially all of
the proceeds of the initial public offering to Charter Communications Holding
Company which issued membership units to Charter Communications, Inc. In
November 1999, the management agreement between Charter Investment and Charter
Operating was amended and assigned from Charter Investment to us.
THE MARCUS COMPANIES
In April 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests. The owner of the remaining partnership interests retained voting
control of Marcus Cable. In October 1998, Marcus Cable entered into a management
40
<PAGE> 41
consulting agreement with Charter Investment, pursuant to which Charter
Investment provided management and consulting services to Marcus Cable and its
subsidiaries which own cable systems. This agreement placed the Marcus cable
systems under common management with the cable systems of the Charter companies
acquired by Mr. Allen in December 1998.
In March 1999, all of Mr. Allen's interests in Marcus Cable were
transferred to Marcus Holdings, a then newly formed company. Later in March
1999, Mr. Allen acquired the remaining interests in Marcus Cable, including
voting control, which interests were transferred to Marcus Holdings. In April
1999, Mr. Allen merged Marcus Holdings into Charter Holdings, and the operating
subsidiaries of Marcus Holdings and all of the cable systems they owned came
under the ownership of Charter Holdings and, in turn, Charter Operating. For
financial reporting purposes, the merger of Marcus Holdings with and into
Charter Holdings was accounted for as an acquisition of Marcus Holdings
effective March 31, 1999, and accordingly, the results of operations of Marcus
Holdings have been included in the consolidated financial statements of Charter
Communications Holding Company since that date.
ACQUISITIONS
Since the beginning of 1999, our direct or indirect subsidiaries completed
the Renaissance, American Cable, Greater Media, Helicon, Vista, Cable Satellite,
Rifkin (including InterLink) and InterMedia acquisitions for an aggregate
purchase price of approximately $4.2 billion including assumed debt of $354
million. These acquisitions were funded through excess cash from the issuance by
Charter Holdings of the March 1999 Charter Holdings notes, borrowings under the
Charter Operating credit facilities, capital contributions to Charter Holdings
by Mr. Allen through Vulcan Cable III and the assumption of the outstanding
Renaissance, Helicon and Rifkin notes.
In addition to these acquisitions, in November 1999, Charter Communications
Holding Company acquired the Fanch, Falcon and Avalon cable systems and in
February 2000 acquired the Bresnan cable systems for an aggregate purchase price
of $9.8 billion including assumed debt of $3.0 billion. The purchase prices for
these acquisitions were paid with the net proceeds of the initial public
offering of the common stock of Charter Communications, Inc., an equity
contribution to Charter Communications Holding Company by Mr. Allen through
Vulcan Cable III Inc., borrowings under credit facilities, the assumption of
outstanding notes issued by Falcon, Avalon and Bresnan, equity issued to
specific sellers in the Falcon and Bresnan acquisitions and the assumption of
Falcon and Bresnan notes and debentures.
On January 1, 2000, as a result of transfers from Charter Communications
Holding Company, Charter Holdings became the indirect owner of the Fanch, Falcon
and Avalon cable systems. On February 14, 2000, as a result of the transfer to
us of the Bresnan assets owned by Charter Communications Holding Company, we
became the indirect owner of the Bresnan cable systems.
In the Falcon acquisition, certain of the Falcon sellers received a total
of $550 million of the Falcon purchase price in the form of membership units in
Charter Communications Holding Company. In the Bresnan acquisition, the Bresnan
sellers received $1.0 billion of the Bresnan purchase price in the form of
membership units in Charter Communications Holding Company and preferred
membership units in an indirect subsidiary of Charter Communications, Inc. In
addition, certain Rifkin sellers received a total of $133.3 million of the
Rifkin purchase price in the form of preferred membership units in Charter
Communications Holding Company. Under the Helicon purchase agreement, $25
million of the purchase price was paid in the form of preferred limited
liability company interests of Charter-Helicon, LLC, our indirect subsidiary.
41
<PAGE> 42
The following table sets forth additional information on our 1999
acquisitions, the Recent Transfers and the Bresnan acquisition:
<TABLE>
<CAPTION>
AS OF AND FOR
THE YEAR ENDED
PURCHASE PRICE DECEMBER 31, 1999
ACQUISITION (INCLUDING -----------------------------
OR TRANSFERS ASSUMED DEBT) REVENUES
ACQUISITIONS DATE (IN MILLIONS) CUSTOMERS (IN THOUSANDS)
- ------------ ------------ -------------- --------- --------------
<S> <C> <C> <C> <C>
Renaissance........................ 4/99 $ 459 134,000 $ 62,428
American Cable..................... 5/99 240 69,000 37,216
Greater Media systems.............. 6/99 500 176,000 85,933
Helicon............................ 7/99 550 171,000 85,224
Vista.............................. 7/99 126 26,000 14,112
Cable Satellite.................... 8/89 22 9,000 4,859
Rifkin............................. 9/99 1,460 463,000 219,878
InterMedia systems................. 10/99 873+ 420,000 179,259
systems swap (142,000)(a) (53,056)(b)
--------- ----------
278,000 126,203
Bresnan............................ 2/00 3,100 686,000(c) 290,697(d)
RECENT TRANSFERS
- ---------------
Fanch.............................. 1/00 2,400 528,000 218,197
Falcon............................. 1/00 3,481 955,000 427,668
Avalon............................. 1/00 845(e) 258,000(e) 109,943(f)
------------ --------- ----------
Total.............................. $ 14,056 3,753,000 $1,682,358
============ ========= ==========
</TABLE>
- ---------------
(a) As part of the transaction with InterMedia, we agreed to "swap" some of our
non-strategic cable systems located in Indiana, Montana, Utah and northern
Kentucky, representing 142,000 basic customers. We transferred cable systems
with 112,000 customers to InterMedia in connection with this swap in October
1999. The remaining Indiana cable system, with customers totaling 30,000,
was transferred in March 2000 after receipt of the necessary regulatory
approvals.
(b) Includes revenue for all swapped InterMedia systems, except for the retained
Indiana system, for the nine months ended September 30, 1999, the date of
the transfer of these systems, and includes revenue for the Indiana system
for the year ended December 31, 1999.
(c) Includes approximately 19,400 customers served by cable systems acquired by
Bresnan since December 31, 1999.
(d) Includes revenues of approximately $7.1 million related to the cable systems
acquired by Bresnan since December 31, 1999.
(e) Includes approximately 5,400 customers served by cable systems that we
acquired from certain former affiliates of Avalon in February 2000. The $845
million purchase price for Avalon includes the purchase price for these
systems of approximately $13 million.
(f) Includes revenues of approximately $1.6 million related to the cable systems
acquired from certain former affiliates of Avalon.
PENDING TRANSACTION
In March 2000, Charter Communications, Inc. entered into an agreement
providing for the merger of Cablevision of Michigan, Inc., the indirect owner of
a cable system in Kalamazoo, Michigan, with and into Charter Communications,
Inc. As a result of the merger, Charter Communications, Inc. will become the
indirect owner of the Kalamazoo system. The merger consideration of
approximately $173 million will be paid in Class A common stock of Charter
Communications, Inc. After the merger, Charter Communications, Inc. will
contribute 100% of the equity interests of the direct owner of the Kalamazoo
system to Charter
42
<PAGE> 43
Communications Holding Company in exchange for membership units. Charter
Communications Holding Company will in turn contribute 100% of the assets and
100% of equity interests to us. The Kalamazoo cable system has approximately
49,000 customers and had revenue of approximately $31.9 million for the year
ended December 31, 1999. We anticipate that this acquisition will close in the
third quarter of 2000.
POSSIBLE SWAP TRANSACTION. On December 1, 1999, Charter and AT&T entered
into a non-binding letter of intent to exchange certain of Charter's cable
systems for cable systems owned by AT&T. As part of the Swap Transaction, we
will be required to pay to AT&T approximately $108 million in cash, which
represents the difference in the agreed values of the systems to be exchanged.
The Swap Transaction is subject to the negotiation and execution of a definitive
exchange agreement, regulatory approvals and other conditions typical in
transactions of this type. We cannot assure that these conditions will be
satisfied.
In addition, we have had discussions with several other cable operators
about the possibility of "swapping" cable systems that whose systems would
further complement our regional operating clusters.
OVERVIEW
Approximately 87% of our historical revenues for the year ended December
31, 1999 are attributable to monthly subscription fees charged to customers for
our basic, expanded basic and premium cable television programming services,
equipment rental and ancillary services provided by our cable television
systems. In addition, we derive other revenues from installation and
reconnection fees charged to customers to commence or reinstate service,
pay-per-view programming, where users are charged a fee for individual programs
requested, advertising revenues and commissions related to the sale of
merchandise by home shopping services. We have generated increased revenues in
each of the past three fiscal years, primarily through internal customer growth,
basic and expanded tier rate increases, acquisitions and innovative marketing.
We are beginning to offer our customers several other services, which are
expected to significantly contribute to our revenues. One of these services is
digital cable, which provides customers with additional programming options. We
are also offering high-speed Internet access to the World Wide Web through cable
modems. Our television-based Internet access allows us to offer the services
provided by WorldGate Communications, Inc., which provides users with TV-based
e-mail and other Internet access.
Our expenses primarily consist of operating costs, general and
administrative expenses, depreciation and amortization expense and management
fees/corporate expense charges. Operating costs primarily include programming
costs, cable service related expenses, marketing and advertising costs,
franchise fees and expenses related to customer billings. Programming costs
accounted for approximately 44% of our operating, general and administrative
expenses for the year ended December 31, 1999. Programming costs have increased
in recent years and are expected to continue to increase due to additional
programming being provided to customers, increased cost to produce or purchase
cable programming, inflation and other factors affecting the cable television
industry. In each year we have operated, our costs to acquire programming have
exceeded customary inflationary increases. Significant factors with respect to
increased programming costs are the rate increases and surcharges imposed by
national and regional sports networks directly tied to escalating costs to
acquire programming for professional sports packages in a competitive market. We
benefited in the past from our membership in an industry cooperative that
provides members with volume discounts from programming networks. We believe our
membership kept increases in our programming costs below what the increases
would otherwise have been. We have been able to negotiate favorable terms with
premium networks in conjunction with the premium packages we offer, which
minimized the impact on margins and provided substantial volume incentives to
grow the premium category. Although we believe that we will be able to pass
future increases in programming costs through to customers, there can be no
assurance that we will be able to do so.
General and administrative expenses primarily include accounting and
administrative personnel and professional fees. Depreciation and amortization
expense relates to the depreciation of our tangible assets and the amortization
of our franchise costs. Management fees/corporate expense charges are fees paid
or charges for management services. Charter Holdings records actual expense
charges incurred by Charter Communications, Inc. on behalf of Charter Holdings.
Prior to the acquisition of us by Mr. Allen, the CCA Group and
43
<PAGE> 44
CharterComm Holdings recorded management fees payable to Charter Investment,
Inc. equal to 3.0% to 5.0% of gross revenues plus certain expenses. In October
1998, Charter Investment, Inc. began managing the cable operations of Marcus
Holdings under a management agreement, which was terminated in February 1999 and
replaced by a master management fee arrangement.
In connection with Charter Communications, Inc.'s initial public offering
of common stock in November 1999, the management agreement between Charter
Investment, Inc. and Charter Operating was assigned to Charter Communications,
Inc. and Charter Communications, Inc. entered into a new management agreement
with Charter Communications Holding Company. These management agreements are
substantially similar to the previous management agreement with Charter
Operating except that Charter Communications, Inc. is only entitled to receive
reimbursement of its expenses as consideration for its providing management
services. In addition, the Falcon, Fanch, Avalon and Bresnan cable systems are
managed pursuant to agreements that entitle Charter Communications, Inc. to
receive reimbursement of its expenses as consideration for its provision of
management services. Our credit facilities limit the amount of such
reimbursements to 3.5% of gross revenues.
We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. The principal reasons for our prior and
anticipated net losses include depreciation and amortization expenses associated
with our acquisitions, capital expenditures related to construction and
upgrading of our systems, and interest costs on borrowed money. We cannot
predict what impact, if any, continued losses will have on our ability to
finance our operations in the future.
RESULTS OF OPERATIONS
The following discusses the results of operations for:
(1) Charter Holdings, for the year ended December 31, 1997, and for the
period from January 1, 1998 through December 23, 1998;
(2) Charter Holdings, comprised of CCPH, CCA Group and CharterComm
Holdings, for the period from December 24, 1998 through December 31,
1998; and
(3) Charter Holdings, comprised of the following for the year ended
December 31, 1999:
- CCPH, CCA Group and CharterComm Holdings for the entire period;
- Marcus Holdings for the period from March 31, 1999, the date Mr.
Allen acquired voting control, through December 31, 1999;
- Renaissance Media Group LLC for the period from April 30, 1999, the
acquisition date, through December 31, 1999;
- American Cable Entertainment, LLC for the period from May 7, 1999,
the acquisition date, through December 31, 1999;
- Cable systems of Greater Media Cablevision, Inc. for the period from
June 30, 1999, the acquisition date, through December 31, 1999;
- Helicon Partners I, L.P. and affiliates for the period from July 30,
1999, the acquisition date, through December 31, 1999;
- Vista Broadband Communications, L.L.C. for the period from July 30,
1999, the acquisition date, through December 31, 1999;
- Cable system of Cable Satellite of South Miami, Inc. for the period
from August 4, 1999, the acquisition date, through December 31, 1999;
- Rifkin Acquisition Partners, L.L.L.P. and InterLink Communications
Partners, LLLP for the period from September 13, 1999, the
acquisition date, through December 31, 1999;
44
<PAGE> 45
- Cable systems of InterMedia Capital Partners IV, L.P., InterMedia
Partners and affiliates for the period from October 1, 1999, "swap"
transaction date, through December 31, 1999;
No operating results are included for the Fanch, Falcon, Avalon and Bresnan
cable systems transferred to or acquired by us after December 31, 1999.
On January 1, 2000, Charter Communications Holding Company and Charter
Holdings effected a number of transactions in which cable systems acquired by
Charter Communications Holding Company in November 1999 were contributed to
Charter Holdings. Charter Holdings intends to account for the contribution of
the transferred systems as a reorganization of entities under common control in
a manner similar to pooling of interests effective January 1, 2000. Charter
Holdings will revise its financial statements as of and for the year ended
December 31, 1999, to reflect the reorganization. The accounts of the
transferred systems will be included in Charter Holdings' financial statements
from the date the transferred systems were acquired by Charter Communications
Holding Company. This revision will occur in connection with the filing of
Charter Holdings' Quarterly Report on Form 10-Q for the quarter ending March 31,
2000.
The following table sets forth the percentages of revenues that items in
the statements of operations constitute for the indicated periods (dollars in
thousands).
<TABLE>
<CAPTION>
YEAR ENDED 1/1/98 12/24/98 YEAR ENDED
DECEMBER 31, THROUGH THROUGH DECEMBER 31,
1997 12/23/98 12/31/98 1999
---------------- ----------------- ---------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
Revenues..................................... $18,867 100.0% $ 49,731 100.0% $13,713 100.0% $1,325,830 100.0%
------- ------ -------- ------ ------- ------ ---------- ------
Operating expenses:
Operating costs............................ 9,157 48.5% 18,751 37.7% 4,757 45.0% 461,363 34.8%
General and administrative costs........... 2,610 13.8% 7,201 14.5% 2,377 7.0% 222,283 16.8%
Depreciation and amortization.............. 6,103 32.3% 16,864 33.9% 8,318 60.7% 675,786 51.0%
Option compensation expense................ -- -- -- -- 845 6.2% 79,979 6.0%
Management fees/corporate expense
charges.................................. 566 3.0% 6,176 12.4% 473 3.4% 48,158 3.6%
------- ------ -------- ------ ------- ------ ---------- ------
Total operating expenses..................... 18,436 97.7% 48,992 98.5% 16,770 122.3% 1,487,569 112.2%
------- ------ -------- ------ ------- ------ ---------- ------
Income (loss) from operations................ 431 2.3% 739 1.5% (3,057) (22.3%) (161,739) (12.2%)
Interest income.............................. 41 0.2% 44 0.1% 133 1.0% 18,821 1.4%
Interest expense............................. (5,120) (27.1%) (17,277) (34.7%) (2,353) (17.2%) (434,995) (32.8%)
Other income (expense)....................... 25 0.1% (728) (1.5%) -- -- (217) --
------- ------ -------- ------ ------- ------ ---------- ------
Loss before extraordinary item............... (4,623) (24.5%) (17,222) (34.6%) (5,277) (38.5%) (578,130) (43.6%)
Extraordinary item -- loss from early
extinguishment of debt..................... (7,794) (0.6%)
------- ------ -------- ------ ------- ------ ---------- ------
Net loss..................................... $(4,623) (24.5%) $(17,222) (34.6%) $(5,277) (38.5%) $ (585,924) (44.2%)
======= ====== ======== ====== ======= ====== ========== ======
</TABLE>
FISCAL 1999 COMPARED TO PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998
REVENUES. Revenues increased by $1,276.1 million, from $49.7 million for
the period from January 1, 1998 through December 23, 1998 to $1,325.8 million in
1999. The increase in revenues primarily resulted from the acquisitions of CCA
Group and CharterComm Holdings, Marcus Holdings and 1999 acquisitions.
Additional revenues from these entities included for the year ended December 31,
1999 were $618.8 million, $386.7 million and $247.8 million, respectively.
OPERATING, GENERAL AND ADMINISTRATIVE COSTS. Operating, general and
administrative costs increased by $657.7 million, from $26.0 million for the
period from January 1, 1998 through December 23, 1998 to $683.6 million in 1999.
This increase was due primarily to the acquisition of the CCA Group and
CharterComm Holdings, Marcus Holdings and 1999 acquisitions. Additional
operating, general and administrative expenses from these entities included for
the year ended December 31, 1999 were $338.5 million, $209.3 million and $104.4
million, respectively.
45
<PAGE> 46
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $658.9 million, from $16.9 million, for the period from January 1,
1998 through December 23, 1998 to $675.8 million in 1999. There was a
significant increase in amortization expense resulting from the acquisitions of
the CCA Group and CharterComm Holdings, Marcus Holdings and 1999 acquisitions.
Additional depreciation and amortization expense from these entities included
for the year ended December 31, 1999 were $346.3 million, $203.5 million and
$125.6 million, respectively. The increases were offset by the elimination of
depreciation and amortization expense related to dispositions of cable systems.
OPTION COMPENSATION EXPENSE. Option compensation expense in 1999 was $80.0
million due to the granting of options to employees in December 1998, February
1999 and April 1999. The exercise prices of the options were deemed to have on
the date of grant less than the estimated fair values of the underlying
membership units, resulting in compensation expense accrued over the vesting
period of each grant that varies from four to five years.
MANAGEMENT FEES/CORPORATE EXPENSE CHARGES. Management fees/corporate
expense charges increased by $42.0 million, from $6.2 million, for the period
from January 1, 1998 through December 23, 1998 to $48.1 million in 1999. The
increase in 1998 compared to 1999 was the result of the acquisitions of CCA
Group and CharterComm Holdings, Marcus Holdings and 1999 acquisitions.
INTEREST INCOME. Interest income increased by $18.8 million, from $44,000
for the period from January 1, 1998 through December 23, 1998 to $18.8 million
in 1999 and the sale of the March 1999 Charter Holdings notes. The increase was
primarily due to investing excess cash that resulted from required credit
facilities drawdowns and the sale of the March 1999 Charter Holdings notes.
INTEREST EXPENSE. Interest expense increased by $417.7 million, from $17.3
million for the period from January 1, 1998 through December 23, 1998 to $435.0
million in 1999. This increase resulted primarily from interest on the notes and
credit facilities used to finance the acquisitions of CCA Group and CharterComm
Holdings, Marcus Holdings and 1999 acquisitions.
NET LOSS. Net loss increased by $568.7 million, from $17.2 million for the
period from January 1, 1998 through December 23, 1998 to $585.9 million in 1999.
The increase in revenues that resulted from the acquisitions of CCA Group,
CharterComm Holdings and Marcus Holdings was not sufficient to offset the
operating expenses associated with the acquired systems.
PERIOD FROM DECEMBER 24, 1998 THROUGH DECEMBER 31, 1998
This period is not comparable to any other period presented. The financial
statements represent eight days of operations. This period not only contains the
results of operations of CCPH, but also the results of operations of those
entities purchased in the acquisition of the Charter companies by Mr. Allen. As
a result, no comparison of the operating results for this eight-day period is
presented.
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998 COMPARED TO 1997
REVENUES. Revenues increased by $30.9 million, or 163.6%, from $18.9
million in 1997 to $49.7 million for the period from January 1, 1998 through
December 23, 1998. The increase in revenues primarily resulted from the
acquisition of Sonic, which had revenues for that period of $29.8 million.
OPERATING COSTS. Operating costs increased by $9.6 million, or 104.8%,
from $9.2 million in 1997 to $18.8 million for the period from January 1, 1998
through December 23, 1998. This increase was due primarily to the acquisition of
Sonic, which had operating costs for that period of $9.4 million, partially
offset by the loss of $1.4 million on the sale of a cable system in 1997.
GENERAL AND ADMINISTRATIVE COSTS. General and administrative costs
increased by $4.6 million, or 175.9%, from $2.6 million in 1997 to $7.2 million
for the period from January 1, 1998 through December 23, 1998. This increase was
due primarily to the acquisition of Sonic, which had general and administrative
costs for that period of $6.0 million.
46
<PAGE> 47
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $10.8 million, or 176.3%, from $6.1 million in 1997 to $16.9
million for the period from January 1, 1998 through December 23, 1998. There was
a significant increase in amortization resulting from the acquisition of Sonic.
Incremental depreciation and amortization expenses of the acquisition of Sonic
were $9.9 million.
MANAGEMENT FEES/CORPORATE EXPENSE CHARGES. Corporate expense charges
increased by $5.6 million, or 991.2% from $0.6 million in 1997 to $6.2 million
for the period from January 1, 1998 through December 23, 1998. The increase from
1997 compared to the period from January 1, 1998 through December 23, 1998 was
the result of additional Charter Investment, Inc. charges related to equity
appreciation rights plans of $3.8 million for the period from January 1, 1998
through December 23, 1998 and an increase of $0.9 million in management services
provided by Charter Investment, Inc. as a result of the acquisition of Sonic.
INTEREST EXPENSE. Interest expense increased by $12.2 million, or 237.4%,
from $5.1 million in 1997 to $17.3 million for the period from January 1, 1998
through December 23, 1998. This increase resulted primarily from the
indebtedness of $220.6 million, including a note payable for $60.9 million,
incurred in connection with the acquisition of Sonic resulting in additional
interest expense.
NET LOSS. Net loss increased by $12.6 million, or 272.5%, from $4.6
million in 1997 to $17.2 million for the period from January 1, 1998 through
December 23, 1998. The increase in revenues that resulted from cable television
customer growth was not sufficient to offset the operating expenses related to
the acquisition of Sonic.
OUTLOOK
Our business strategy emphasizes the increase of our operating cash flow by
increasing our customer base and the amount of cash flow per customer. We
believe that there are significant advantages in increasing the size and scope
of our operations, including:
- improved economies of scale in management, marketing, customer service,
billing and other administrative functions;
- reduced costs for our cable systems and our infrastructure in general;
- increased leverage for negotiating programming contracts; and
- increased influence on the evolution of important new technologies
affecting our business.
We seek to "cluster" cable systems in suburban and ex-urban areas
surrounding selected metropolitan markets. We believe that such "clustering"
offers significant opportunities to increase operating efficiencies and to
improve operating margins and cash flow by spreading fixed costs over an
expanding subscriber base. In addition, we believe that by concentrating
"clusters" in markets, we will be able to generate higher growth in revenues and
operating cash flow. Through strategic acquisitions and "swaps" of cable
systems, we seek to enlarge the coverage of our current areas of operations,
and, if feasible, develop "clusters" in new geographic areas within existing
regions. Swapping of cable systems allows us to trade systems that do not
coincide with our operating strategy while gaining systems that meet our
objectives. Several significant swaps have been announced. These swaps have
demonstrated the industry's trend to cluster operations. To date, we have
participated in one swap in connection with the transaction with InterMedia. In
addition, Charter Communications, Inc. has entered into a non-binding letter of
intent providing for the exchange of certain of our cable systems for systems
owned by AT&T.
LIQUIDITY AND CAPITAL RESOURCES
Our business requires significant cash to fund acquisitions, capital
expenditures, debt service costs and ongoing operations. We have historically
funded and expect to fund future liquidity and capital requirements through cash
flows from operations, equity contributions, borrowings under our credit
facilities and debt and equity financings.
47
<PAGE> 48
Our historical cash flows from operating activities in 1998 were $30.2
million, and in 1999 were $382.2 million.
CAPITAL EXPENDITURES
We have substantial ongoing capital expenditure requirements. We make
capital expenditures primarily to upgrade, rebuild and expand our cable systems,
as well as for system maintenance, the development of new products and services,
and converters. Converters are set-top devices added in front of a subscriber's
television receiver to change the frequency of the cable television signals to a
suitable channel. The television receiver is then able to tune and to allow
access to premium service.
Upgrading our cable systems will enable us to offer new products and
services, including digital television, additional channels and tiers, expanded
pay-per-view options, high-speed Internet access and interactive services.
Capital expenditures for 1999, pro forma for acquisitions in 1999, the
Recent Transfers, and the Bresnan acquisition are estimated to be approximately
$1.3 billion. In 1999, we made capital expenditures, excluding cable systems
acquired in 1999 and in our merger with Marcus Holdings, of $709.7 million. The
majority of the capital expenditures related to rebuilding existing cable
systems. Those expenditures were funded from cash flows from operations and
borrowings under credit facilities.
For the period from January 1, 2000 to December 31, 2002, we plan to spend
approximately $5.6 billion for capital expenditures, approximately $3.1 billion
of which will be used to upgrade and rebuild our systems to a bandwidth capacity
of 550 megahertz or greater and add two-way capability, so that we may offer
advanced services. The remaining $2.5 billion will be used for extensions of
systems, development of new products and services, converters and system
maintenance. Capital expenditures for 2000, 2001 and 2002 are expected to be
approximately $1.6 billion, $2.0 billion and $2.0 billion, respectively. We
currently expect to finance the anticipated capital expenditures with cash
generated from operations and additional borrowings under credit facilities. We
cannot assure you that these amounts will be sufficient to accomplish our
planned system upgrade, expansion and maintenance. If we are not able to obtain
amounts sufficient for our planned upgrades and other capital expenditures, it
could adversely affect our ability to offer new products and services and
compete effectively, and could adversely affect our growth, financial condition
and results of operations.
FINANCING ACTIVITIES
As of December 31, 1999, pro forma for the sale of the January 2000 Charter
Holdings notes, the Recent Transfers, the Bresnan acquisition, the repurchase of
Falcon, Avalon and Bresnan notes and debentures, our debt would have been
approximately $11.0 billion, and the deficiency of earnings available to cover
fixed charges would have been approximately $1,488.7 million. Our significant
amount of debt may adversely affect our ability to obtain financing in the
future and react to changes in our business. Our credit facilities and other
debt instruments contain, various financial and operating covenants that could
adversely impact our ability to operate our business, including restrictions on
the ability of our operating subsidiaries to distribute cash to their parents.
See "-- Certain Trends and Uncertainties -- Restrictive Covenants," for further
information.
MARCH 1999 CHARTER HOLDINGS NOTES. On March 17, 1999, Charter Holdings and
Charter Capital issued $3.6 billion principal amount of senior notes. The March
1999 Charter Holdings notes consisted of $600 million in aggregate principal
amount of 8.250% senior notes due 2007, $1.5 billion in aggregate principal
amount of 8.625% senior notes due 2009, and $1.475 billion in aggregate
principal amount at maturity of 9.920% senior discount notes due 2011. The net
proceeds of approximately $3.0 billion, combined with the borrowings under our
credit facilities, were used to consummate tender offers for publicly held debt
of several of our subsidiaries, as described below, to refinance borrowings
under our previous credit facilities, for working capital purposes and to
finance a number of acquisitions.
As of December 31, 1999, a total of $2.1 billion was outstanding under the
8.250% notes and the 8.625% notes, and the accreted value of the outstanding
9.920% notes was $977.8 million.
48
<PAGE> 49
NOTES OF THE CHARTER COMPANIES AND THE MARCUS COMPANIES. In February and
March 1999, we commenced cash tender offers to purchase the 14% senior discount
notes issued by Charter Communications Southeast Holdings, LLC, the 11.25%
senior notes issued by Charter Communications Southeast, LLC, the 13.50% senior
subordinated discount notes issued by Marcus Cable Operating Company, L.L.C.,
and the 14.25% senior discount notes issued by Marcus Cable. All such notes,
except for $1.1 million in principal amount, were repaid in full for an
aggregate amount of $1.0 billion. The remaining $1.1 million of such notes were
repaid in September 1999.
CHARTER OPERATING CREDIT FACILITIES. The Charter Operating credit
facilities provides for two term facilities, one with a principal amount of $1.0
billion that matures in September 2007 (Term A), and the other with a principal
amount of $1.85 billion that matures in March 2008 (Term B). The Charter
Operating credit facilities also provide for a $1.25 billion revolving credit
facility with a maturity date in September 2007 and, at the option of the
lenders, supplemental credit facilities, in the amount of $500.0 million
available until March 18, 2002. Amounts under the Charter Operating credit
facilities bear interest at the Base Rate or the Eurodollar rate, as defined,
plus a margin of up to 2.75% (8.22% to 9.25% as of December 31, 1999). A
quarterly commitment fee of between 0.25% and 0.375% per annum is payable on the
unborrowed balance of Term A and the revolving credit facility. As of December
31, 1999, the unused availability was $1.2 billion. In March 2000, the credit
agreement was amended to increase the amount of the supplemental credit facility
to $1.0 billion. In connection with this amendment, $600.0 million of the
supplemental credit facility (the "Incremental Term Loan") was drawn down. The
Incremental Term Loan maturity date is September 18, 2008.
RENAISSANCE NOTES. When we acquired Renaissance in April 1999, Renaissance
had outstanding $163.2 million principal amount at maturity of 10% senior
discount notes due 2008. The Renaissance 10% notes do not require the payment of
interest until April 15, 2003. From and after April 15, 2003, the Renaissance
10% notes bear interest, payable semi-annually in cash, on April 15 and October
15, commencing on October 15, 2003. The Renaissance 10% notes are due on April
15, 2008. In May 1999, $48.8 million aggregate face amount of the Renaissance
Notes were repurchased at 101% of their accreted value plus accrued and unpaid
interest. As of December 31, 1999, the accreted value of the Renaissance 10%
notes that remained outstanding was approximately $83.0 million.
HELICON NOTES. We acquired Helicon in July 1999 and assumed Helicon's
$115.0 million in principal amount of 11% senior secured notes due 2003. On
November 1, 1999, we redeemed all of the Helicon 11% notes at a purchase price
equal to 103% of their principal amount, plus accrued and unpaid interest, for
$124.8 million.
RIFKIN NOTES. We acquired Rifkin in September 1999 and assumed Rifkin's
outstanding $125.0 million in principal amount of 11.125% senior subordinated
notes due 2006. In October 1999, we repurchased an individually held $3.0
million Rifkin promissory note for $3.4 million and publicly held notes with a
total outstanding principal amount of $124.1 million for a total of $140.6
million, including a consent fee of $30 per $1,000 to note holders who delivered
timely consents to amend the indenture governing those notes to eliminate
substantially all of the restrictive covenants. As of December 31, 1999, there
was $0.9 million in principal amount outstanding of Rifkin notes. In February
2000, we repurchased $0.5 million in principal amount of these notes.
FALCON DEBENTURES. When Falcon was acquired by Charter Communications
Holding Company in November 1999, it had outstanding $375 million in principal
amount of 8.375% senior debentures due 2010 and 9.285% senior discount
debentures due 2010 with an accreted value of approximately $319.3 million.
(Falcon's 11.56% subordinated notes due 2001 were paid off for a total of $16.3
million, including principal, accrued and unpaid interest and premiums at the
closing of the Falcon acquisition.) As of December 31, 1999, $375.0 million
total principal amount of the Falcon 8.375% debentures were outstanding and the
accreted value of the Falcon 9.285% debentures was approximately $323.0 million.
On December 10, 1999, change of control offers were commenced to repurchase
the Falcon debentures at purchase prices of 101% of principal amount, plus
accrued and unpaid interest, or accreted value, as applicable. In the change of
control offers and purchases in the "open market," all of the 8.375% senior
49
<PAGE> 50
debentures were repurchased for $388.0 million, all of the 9.285% senior
discount debentures were repurchased for $328.1 million in February 2000.
FALCON CREDIT FACILITIES. In connection with the Falcon acquisition, the
previous Falcon credit facilities were amended to provide for two term
facilities, one with a principal amount of $200.0 million that matures June 2007
(Term B), and the other with the principal amount of $300.0 million that matures
December 2007 (Term C). The Falcon credit facilities also provide for a $646.0
million revolving credit facility with a maturity date of December 2006 and, at
the option of the lenders, supplemental credit facilities in the amounts of
$700.0 million with a maturity date in December 2007. At December 31, 1999,
$110.0 million was outstanding under the supplemental credit facilities. Amounts
under the Falcon credit facilities bear interest at the Base Rate or the
Eurodollar rate, as defined, plus a margin of up to 2.5% (7.57% to 9.25% as of
December 31, 1999). A quarterly commitment fee of between 0.25% and 0.375% per
annum is payable on the unborrowed balance. As of December 31, 1999, unused
availability was $390.5 million. However, debt covenants limit the amount that
can be borrowed to $342.0 million at December 31, 1999.
AVALON CREDIT FACILITIES. The Avalon credit facilities have maximum
borrowings of $300.0 million, consisting of a revolving facility in the amount
of $175.0 million that matures May 15, 2008, and a Term B loan in the amount of
$125.0 million that matures on November 15, 2008. The Avalon credit facilities
also provide, at the option of the lenders, for supplemental credit facilities
in amounts of $75 million available until December 31, 2003. Amounts under the
Avalon credit facilities bear interest at the Base Rate or the Eurodollar rate,
as defined, plus a margin up to 2.75% (7.995% to 8.870% as of December 31,
1999). A quarterly commitment fee of between 0.250% and 0.375% per annum is
payable on the unborrowed balance. The Company borrowed $170.0 million under the
Avalon credit facilities to fund a portion of the Avalon purchase price. As of
December 31, 1999, unused availability was $130.0 million.
AVALON NOTES. When Avalon was acquired by Charter Communications Holding
Company in November 1999, it had outstanding $150 million in principal amount of
11.875% senior discount notes due 2008 and 9.375% senior subordinated notes due
2008 with an accreted value of $123.3 million. As of December 31, 1999, the
accreted value of the Avalon 11.875% notes was $124.8 and $150.0 million in
principal of the Avalon 9.375% notes remained outstanding. After December 1,
2003, cash interest on the Avalon 11.875% notes will be payable semi-annually on
June 1 and December 1 of each year, commencing June 1, 2004.
In January 2000, we completed change of control offers in which we
repurchased $16.3 million aggregate principal amount of the 11.875% notes at a
purchase price of 101% of accreted value, as of January 28, 2000. The aggregate
repurchase price of $10.5 million was funded with cash received from equity
contributions from Charter Communications Holdings. As of February 29, 2000,
Avalon 11.875% notes with an aggregate principal amount of $179.8 million at
maturity remained outstanding with an accreted value of $116.4 million.
At the same time, we also completed a change of control offer in which we
repurchased $134.0 million aggregate principal amount of the Avalon 9.375% notes
for 101% of their principal amount, plus accrued and unpaid interest thereon
through January 28, 2000. The aggregate repurchase price was $137.4 million and
was funded with equity contributions from Charter Holdings which made the cash
available from the proceeds of its sale of the Charter January 2000 notes.
In addition to the above change of control repurchase, we repurchased the
remaining Avalon 9.375% notes (including accrued and unpaid interest) in the
"open market" for $16.3 million, 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.
FANCH CREDIT FACILITIES. The Fanch credit facilities provide for two term
facilities, one with a principal amount of $450 million that matures May 2008
(Term A), and the other with the principal amount of $400 million that matures
November 2008 (Term B). The Fanch credit facilities also provide for a $350
million revolving credit facility with a maturity date in May 2008 and, at the
option of the lenders, supplemental credit facilities in the amount of $300.0
million available until December 31, 2004. Amounts under the Fanch credit
facilities bear interest at the Base Rate or the Eurodollar rate, as defined,
plus a margin
50
<PAGE> 51
of up to 2.75% (8.12% to 8.87% as of December 31, 1999). A quarterly commitment
fee of between 0.250% and 0.375% per annum is payable on the unborrowed balance.
The Company used $850.0 million of the credit facilities to fund a portion of
the Fanch purchase price. As of December 31, 1999, unused availability was
$350.0 million.
BRESNAN NOTES. We and Charter Communications Holding Company acquired
Bresnan in February 2000 and assumed Bresnan's $170 million in principal amount,
outstanding on the acquisition date, of 8% senior notes due 2009 and 9.25%
senior discount notes due 2009. In March 2000, we repurchased all of the
outstanding Bresnan notes at purchase prices of 101% of the outstanding
principal amounts plus accrued and unpaid interest or accreted value, as
applicable, for a total of $369.7 million.
BRESNAN CREDIT FACILITIES. Upon the closing of the Bresnan acquisition, we
amended and assumed the previous Bresnan credit facilities. The Bresnan
facilities provide for borrowings of up to $900.0 million. At the closing of the
Bresnan acquisition, we borrowed approximately $601.2 million to replace the
borrowings outstanding under the previous credit facilities and an additional
$30.0 million to fund a portion of the Bresnan purchase price. As of February
29, 2000, $647.9 million was outstanding and $252.1 million was available for
borrowing.
JANUARY 2000 CHARTER HOLDINGS NOTES. On January 12, 2000, Charter Holdings
and Charter Capital issued $1.5 billion principal amount of senior notes. The
January 2000 Charter Holdings notes consisted of $675 million in aggregate
principal amount of 10.00% senior notes due 2009, $325 million in aggregate
principal amount of 10.25% senior notes due 2010, and $532 million in aggregate
principal amount at maturity of 11.75% senior discount notes due 2010. The net
proceeds of approximately $1.3 billion were used to consummate change of control
offers for certain of the Falcon, Avalon and Bresnan notes and debentures.
Charter Holdings and Charter Capital intend to exchange the January 2000
Charter Holdings notes for notes with substantially similar terms, except that
the new notes will be registered and not subject to restrictions on transfer.
As of February 29, 2000, $1.0 billion of the January 2000 Charter Holdings
10.00% and 10.25% senior notes are outstanding, and the accreted value of the
11.75% senior discount notes was approximately $304.9 million.
In August 1999, Vulcan Cable III Inc. contributed to Charter Communications
Holding Company $500 million in cash and, in September 1999, an additional $825
million, of which approximately $644.3 million was in cash and approximately
$180.7 million was in the form of equity interests acquired by Vulcan Cable III
Inc. in connection with the Rifkin acquisition. Charter Communications Holding
Company in turn contributed the cash and equity interests to Charter Holdings.
In November 1999, in connection with Charter Communications, Inc.'s initial
public offering, Vulcan Cable III contributed to Charter Communications Holding
Company $750 million in cash. In connection with the Rifkin, Falcon and Bresnan
acquisitions, Charter Communications Holding Company issued equity interests
totaling approximately $1.1 billion and certain subsidiaries of Charter Holdings
issued preferred equity interests totaling $629.5 million to the Bresnan
sellers.
For a description of our acquisitions completed in 1999 and 2000 and our
pending transaction, see "Business -- Acquisitions."
CERTAIN TRENDS AND UNCERTAINTIES
The following discussion highlights a number of trends and uncertainties,
in addition to those discussed elsewhere in this Annual Report that could
materially impact our business, results of operations and financial condition.
SUBSTANTIAL LEVERAGE. As of December 31, 1999, pro forma for the Recent
Transfers, the Bresnan acquisition and the sale of the January 2000 Charter
Holdings notes, our total debt was approximately $11.025 billion. We anticipate
incurring significant additional debt in the future to fund the expansion,
maintenance and the upgrade of our cable systems.
51
<PAGE> 52
Our ability to make payments on our debt and to fund our planned capital
expenditures for upgrading our cable systems and our ongoing operations will
depend on our ability to generate cash and secure financing in the future. This,
to a certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors beyond our control. We cannot assure
you that our business will generate sufficient cash flow from operations, or
that future borrowings will be available to us under our existing credit
facilities, new facilities or from other sources of financing at acceptable
rates or in an amount sufficient to enable us to repay our debt, to grow our
business or to fund our other liquidity and capital needs.
VARIABLE INTEREST RATES. A significant portion of our debt bears interest
at variable rates that are linked to short-term interest rates. In addition, a
significant portion of our existing debt, assumed debt or debt we might arrange
in the future will bear interest at variable rates. If interest rates rise, our
costs relative to those obligations will also rise. See discussion on
"-- Interest Rate Risk."
RESTRICTIVE COVENANTS. Our credit facilities and the indentures governing
our outstanding debt contain a number of significant covenants that, among other
things, restrict our ability and the ability of our subsidiaries to:
- pay dividends or make other distributions;
- make certain investments or acquisitions;
- dispose of assets or merge;
- incur additional debt;
- issue equity;
- repurchase or redeem equity interests and debt;
- create liens; and
- pledge assets.
Furthermore, in accordance with our credit facilities we are required to
maintain specified financial ratios and meet financial tests. The ability to
comply with these provisions may be affected by events beyond our control. The
breach of any of these covenants will result in a default under the applicable
debt agreement or instrument, which could trigger acceleration of the debt. Any
default under our credit facilities or the indentures governing our outstanding
debt may adversely affect our growth, our financial condition and our results of
operations.
IMPORTANCE OF GROWTH STRATEGY AND RELATED RISKS. We expect that a
substantial portion of any of our future growth will be achieved through
revenues from additional services and the acquisition of additional cable
systems. We cannot assure you that we will be able to offer new services
successfully to our customers or that those new services will generate revenues.
In addition, the acquisition of additional cable systems may not have a positive
net impact on our operating results. Acquisitions involve a number of special
risks, including diversion of management's attention, failure to retain key
acquired personnel, risks associated with unanticipated events or liabilities
and difficulties in assimilation of the operations of the acquired companies,
some or all of which could have a material adverse effect on our business,
results of operations and financial condition. If we are unable to grow our cash
flow sufficiently, we may be unable to fulfill our obligations or obtain
alternative financing.
MANAGEMENT OF GROWTH. As a result of the acquisition of the Charter
companies by Mr. Allen, the merger of Charter Holdings with Marcus Holdings, our
1999 acquisitions, the Recent Transfers, the Bresnan acquisition and our pending
transaction, we have experienced and will continue to experience rapid growth
that has placed and is expected to continue to place a significant strain on our
management, operations and other resources. Our future success will depend in
part on our ability to successfully integrate the operations acquired and to be
acquired and to attract and retain qualified personnel. Historically, acquired
entities have had minimal employee benefit related costs and all benefit plans
have been terminated with acquired employees transferring to our 401(k) plan. No
significant severance cost was incurred in conjunction with
52
<PAGE> 53
acquisitions in 1999 and 2000. The failure to retain or obtain needed personnel
or to implement management, operating or financial systems necessary to
successfully integrate acquired operations or otherwise manage growth when and
as needed could have a material adverse effect on our business, results of
operations and financial condition.
In connection with our acquisitions over the past year, we maintain
multi-disciplinary teams to formulate plans for establishing customer service
centers, identifying property, plant and equipment requirements and possible
reduction of headends. Headends are the control centers of a cable television
system where incoming signals are amplified, converted, processed and combined
for transmission to customers. These teams also determine market position and
how to attract talented personnel. Our goals include rapid transition in
achieving performance objectives and implementing "best practice" procedures.
REGULATION AND LEGISLATION. Cable systems are extensively regulated at the
federal, state, and local level. These regulations have increased the
administrative and operational expenses of cable television systems and affected
the development of cable competition. Rate regulation of cable systems has been
in place since passage of the Cable Television Consumer Protection and
Competition Act of 1992, although the scope of this regulation recently was
sharply contracted. Since March 31, 1999, rate regulation exists only with
respect to the lowest level of basic cable service and associated equipment.
This change affords cable operators much greater pricing flexibility, although
Congress could revisit this issue if confronted with substantial rate increases.
Cable operators also face significant regulation of their channel capacity.
They currently can be required to devote substantial capacity to the carriage of
programming that they would not carry voluntarily, including certain local
broadcast signals, local public, educational and government access users, and
unaffiliated commercial leased access programmers. This carriage burden could
increase in the future, particularly if the Federal Communications Commission
were to require cable systems to carry both the analog and digital versions of
local broadcast signals. The FCC is currently conducting a proceeding in which
it is considering this channel usage possibility. The FCC recently rejected a
request to allow unaffiliated Internet service providers seeking direct cable
access to invoke commercial leased access rights originally devised for video
programmers.
There is also uncertainty whether local franchising authorities, the FCC,
or the U.S. Congress will impose obligations on cable operators to provide
unaffiliated Internet service providers with access to cable plant on
non-discriminatory terms. If they were to do so, and the obligations were found
to be lawful, it could complicate our operations in general, and our Internet
operations in particular, from a technical and marketing standpoint. These
access obligations could adversely impact our profitability and discourage
system upgrades and the introduction of new products and services.
POSSIBLE RESCISSION LIABILITY. The Rifkin, Falcon and Bresnan sellers who
acquired Charter Communications Holding Company membership units or, in the case
of Bresnan, additional equity interests in one of our subsidiaries, in
connection with the respective Rifkin, Falcon and Bresnan acquisitions, and the
Helicon sellers who acquired shares of Class A common stock in Charter
Communications, Inc.'s initial public offering may have rescission rights
against Charter Communications, Inc. and Charter Communications Holding Company,
arising out of possible violations of Section 5 of the Securities Act in
connection with the offers and sales of these equity interests.
If all of these equity holders successfully exercised their possible
rescission rights and we became obligated to repurchase all such equity
interests, the total repurchase obligations would be up to approximately $1.8
billion. For financial reporting purposes, this maximum potential obligation has
been excluded from member's equity and minority interests and has been
classified as redeemable securities (temporary equity). After one year from the
dates of issuance of these equity interests (when these rescission rights will
have expired), we will reclassify the respective amounts to member's equity and
minority interest. If Charter Communications, Inc. and Charter Communications
Holding Company fail to obtain capital sufficient to fund any required
repurchases, they may seek funds from us and our subsidiaries. This could
adversely affect our financial condition and results of operations.
53
<PAGE> 54
YEAR 2000 ISSUES
GENERAL. Many existing computer systems and applications, and other
control devices and embedded computer chips use only two digits, rather than
four, to identify a year in the date field, failing to consider the impact of
the upcoming change in the century. Computer chips are the physical structure
upon which integrated circuits are fabricated as components of systems, such as
telephone systems, computers and memory systems. As a result, such systems,
applications, devices, and chips could create erroneous results or might fail
altogether unless corrected to properly interpret data related to the year 2000
and beyond. These errors and failures may result, not only from a date
recognition problem in the particular part of a system failing, but may also
result as systems, applications, devices and chips receive erroneous or improper
data from third-parties suffering from the year 2000 problem. In addition, two
interacting systems, applications, devices or chips, each of which has
individually been fixed so that it will properly handle the year 2000 problem,
could nonetheless result in a failure because their method of dealing with the
problem is not compatible.
We have not experienced significant disruptions or any other problems since
the beginning of 2000. We cannot assure you, however, that such problems will
not arise in connection with customer billing or other periodic information
gathering.
COST. The total cost of our year 2000 remediation programs was
approximately $9.8 million. We do not anticipate significant additional
expenditures.
OPTIONS
In accordance with an employment agreement and a related option agreement
with Jerald L. Kent, our President and Chief Executive Officer was issued an
option to purchase 7,044,127 membership units in Charter Communications Holding
Company in December 1998. The option vests over a four-year period from the date
of grant and expires ten years from the date of grant.
In February 1999, Charter Holdings adopted an option plan, which was
assumed by Charter Communications Holding Company in May 1999, providing for the
grant of options to employees and consultants and directors of Charter
Communications Holding Company and its affiliates to purchase up to 25,009,798
Charter Communications Holding Company membership units. Options granted under
the plan will be fully vested after five years from the date of 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.
Membership units received upon exercise of the options issued to Mr. Kent
and to optionees under the plan are automatically exchanged for shares of Class
A common stock of Charter Communications, Inc. on a one-for-one basis. The
following chart sets forth the number of options outstanding and the exercise
price of such options as of December 31, 1999.
<TABLE>
<CAPTION>
OPTIONS
OPTIONS OUTSTANDING EXERCISABLE
---------------------------- REMAINING -----------
NUMBER OF EXERCISE TOTAL LIFE NUMBER OF
OPTIONS PRICE DOLLARS (IN YEARS) OPTIONS
---------- ------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Outstanding as of
January 1, 1999 (1)........................ 7,044,127 $ 20.00 $140,882,540 10.0 1,761,032(4)
Granted:
February 9, 1999 (2)....................... 9,111,681 20.00 182,233,620 130,000
April 5, 1999 (2).......................... 473,000 20.73 9,805,290 --
November 8, 1999 (2)....................... 4,741,400 19.00 90,086,600 200,000
Cancelled.................................... (612,600) 19.00-20.73 (12,222,572) --
---------- ------------ ------------ ------- ---------
Outstanding as of
December 31, 1999.......................... 20,757,608 $ 19.79(3) $410,785,478 9.2(3) 2,091,032(4)
========== ============ ============ ======= =========
</TABLE>
- ---------------
(1) Granted to Jerald L. Kent pursuant to his employment agreement and related
option agreement.
(2) Granted pursuant to the option plan.
(3) Weighted average.
54
<PAGE> 55
(4) The weighted average exercise price was $20.00 and $19.90 at December 31,
1998 and 1999, respectively.
The weighted average fair value of options granted was $12.59 and $12.50 at
December 31, 1999 and 1998, respectively.
In February 2000, Charter Communications Holding Company granted 5.7
million options at $19.47 per share.
We follow Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" to account for options issued under the option plan and the
options held by our President and Chief Executive Officer. We recorded stock
option compensation expense of $845,000 for the period from December 24, 1998
through December 31, 1998 and $80.0 million for the year ended December 31,
1999, in the financial statements since the exercise prices were less than the
estimated fair values of the underlying membership units on the date of grant.
The estimated fair value was determined using the valuation inherent in Mr.
Allen's acquisition of Charter and valuations of public companies in the cable
television industry adjusted for factors specific to us. Compensation expense is
accrued over the vesting period of each grant that varies from four to five
years. As of December 31, 1999, deferred compensation remaining to be recognized
in future periods totaled $79.4 million.
SUPPLEMENTAL UNAUDITED PRO FORMA FINANCIAL DATA
The following Supplemental Unaudited Pro Forma Financial Data are based on
the financial data of Charter Holdings. Since January 1, 1999, Charter Holdings
merged with Marcus Holdings, we have closed numerous acquisitions, the Falcon,
Fanch and Avalon systems were transferred to us and the Bresnan acquisition and
transfer was completed. Our financial data, on a consolidated basis, are
adjusted on a pro forma basis to illustrate the estimated effects of the Recent
Transfers, the Bresnan acquisition and the sale of the January 2000 Charter
Holdings notes as if such transactions had occurred on December 31, 1999 for the
unaudited pro forma balance sheet data and to illustrate the estimated effects
of the following transactions as if they had occurred on January 1, 1999 for the
unaudited pro forma statements of operations data:
(1) the acquisition of Marcus Cable by Mr. Allen and Marcus Holdings'
merger with and into Charter Holdings effective March 31, 1999;
(2) Charter Holdings' and its subsidiaries' acquisitions completed since
January 1, 1999;
(3) the Recent Transfers and the Bresnan acquisition;
(4) the refinancing of the previous credit facilities of the Charter
Companies and certain subsidiaries acquired by us or transferred to us
in 1999 and 2000; and
(5) the sale of the March 1999 Charter Holdings notes and the January 2000
Charter Holdings notes.
The Supplemental Unaudited Pro Forma Financial Data reflect the application
of the principles of purchase accounting to the transactions listed in items (1)
and (2) above. The allocation of certain purchase prices is based, in part, on
preliminary information, which is subject to adjustment upon obtaining complete
valuation information of intangible assets. We believe that finalization of the
purchase price allocation will not have a material impact on our results of
operations or financial position.
55
<PAGE> 56
The Supplemental Unaudited Pro Forma Financial Data do not purport to be
indicative of what our financial position or results of operations would
actually have been had the transactions described above been completed on the
dates indicated or to project our results of operations for any future date.
<TABLE>
<CAPTION>
SUPPLEMENTAL UNAUDITED PRO FORMA DATA
YEAR ENDED DECEMBER 31, 1999
-------------------------------------------------------------------
1999
ACQUISITIONS
CHARTER AND BRESNAN
HOLDINGS(A) RECENT TRANSFERS ACQUISITION TOTAL
--------------- ---------------- ------------ ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
REVENUES
Basic........................... $ 1,018,319 $ 867,237 $ 219,548 $ 2,105,104
Premium......................... 127,738 110,802 23,377 261,917
Pay-per-view.................... 29,581 18,885 3,742 52,208
Digital video................... 7,736 2,619 10,202 20,557
Advertising sales............... 72,789 40,114 20,497 133,400
Cable modem..................... 10,485 2,377 4,531 17,393
Other........................... 184,514 131,198 10,963 326,675
----------- --------------- ---------- ---------------
Total revenues................ 1,451,162 1,173,232 292,860 2,917,254
OPERATING EXPENSES:
Programming..................... 334,827 320,998 72,862 728,687
General and administrative...... 245,958 177,980 31,065 455,003
Service......................... 99,153 33,083 32,427 164,663
Marketing....................... 25,875 20,860 7,806 54,541
Other operating expenses........ 46,662 25,841 17,057 89,560
Depreciation.................... 234,405 176,849 42,920 454,174
Amortization.................... 505,047 541,903 176,995 1,223,945
Option compensation expense..... 79,979 -- -- 79,979
Corporate expense charges....... 42,593 51,871 15,324 109,788
Management fees................. -- 15,540 221 15,761
----------- --------------- ---------- ---------------
Total operating expenses...... 1,614,499 1,364,925 396,677 3,376,101
Loss from operations............ (163,337) (191,693) (103,817) (458,847)
Interest expense................ (459,227) (377,224) (181,184) (1,017,635)
Interest income................. 3,956 1,015 26 4,997
Other income (expense).......... 309 (481) -- (172)
----------- --------------- ---------- ---------------
Loss before income taxes and
minority interest............. (618,299) (568,383) (284,975) (1,471,657)
Income tax expense.............. -- (3,585) (865) (4,450)
Minority interest (b)........... -- -- (12,589) (12,589)
----------- --------------- ---------- ---------------
Loss before extraordinary
item.......................... $ (618,299) $ (571,968) $ (298,429) $ (1,488,696)
=========== =============== ========== ===============
</TABLE>
56
<PAGE> 57
<TABLE>
<CAPTION>
SUPPLEMENTAL UNAUDITED PRO FORMA DATA
YEAR ENDED DECEMBER 31, 1999
-------------------------------------------------------------------
1999
ACQUISITIONS
CHARTER AND BRESNAN
HOLDINGS(A) RECENT TRANSFERS ACQUISITION TOTAL
--------------- ---------------- ------------ ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
OTHER FINANCIAL DATA:
EBITDA (c)...................... $ 576,424 $ 526,578 $ 116,098 $ 1,219,100
EBITDA margin (d)............... 39.7% 44.9% 39.6% 41.8%
Adjusted EBITDA (e)............. $ 698,687 $ 594,470 $ 131,643 $ 1,424,800
BALANCE SHEET DATA (at end of
period):
Total assets.................... $ 22,029,089
Total debt...................... 11,025,460
OPERATING DATA (at end of
period, except for averages):
Homes passed (f)................ 4,040,200 4,787,100 1,025,500 9,852,800
Basic customers (g)............. 2,274,000 3,178,600 685,600 6,138,200
Basic penetration (h)........... 56.3% 66.4% 66.9% 62.3%
Premium units (i)............... 1,444,700 1,399,700 300,000 3,144,400
Premium penetration (j)......... 63.5% 44.0% 43.8% 51.2%
Average monthly revenue per
basic customer (k)............ $ 39.61
</TABLE>
- ---------------
(a) Includes results of operations for Marcus Holdings for the period from
January 1, 1999 through March 31, 1999 and pro forma adjustments related to
the issuance and refinancing of debt.
(b) Represents the accretion of dividends on the preferred membership units in
an indirect subsidiary of Charter Holdings held by certain Bresnan sellers.
(c) EBITDA represents earnings (loss) before interest, income taxes,
depreciation, amortization and minority interest. 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.
(d) EBITDA margin represents EBITDA as a percentage of revenues.
(e) Adjusted EBITDA means EBITDA before option compensation expense, corporate
expense charges, management fees and other income (expense). Adjusted EBITDA
is presented because it is a widely accepted financial indicator of a cable
company's ability to service its 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.
57
<PAGE> 58
Pro forma revenues and adjusted EBITDA for the four quarters of 1999
is as follows (in thousands):
<TABLE>
<CAPTION>
ADJUSTED
THREE MONTHS ENDED REVENUES EBITDA
- ------------------ ---------- ----------
<S> <C> <C>
March 31, 1999.............................................. $ 711,190 $ 345,973
June 30, 1999............................................... 720,858 348,061
September 30, 1999.......................................... 730,460 360,427
December 31, 1999........................................... 754,594 370,186
---------- ----------
Total..................................................... $2,917,102 $1,424,647
========== ==========
</TABLE>
- ---------------
(f) Homes passed are the number of living units, such as single residence homes,
apartments and condominium units, passed by the cable television
distribution network in a given cable system service area.
(g) Basic customers are customers who receive basic cable service.
(h) Basic penetration represents basic customers as a percentage of homes
passed.
(i) Premium units represent the total number of subscriptions to premium
channels.
(j) Premium penetration represents premium units as a percentage of basic
customers.
(k) 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.
The following information presents the operating results for the fourth
quarter of 1999 as compared to the fourth quarter of 1998 for the cable systems
owned or managed by us as of October 1, 1998. For this analysis, the results of
the Marcus cable systems are included as Charter began managing these systems on
October 6, 1998.
STATEMENTS OF OPERATIONS AND OPERATING DATA (UNAUDITED)
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT CUSTOMER DATA)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Revenues:
Basic.................................................... $ 203.6 $ 187.5
Premium.................................................. 25.1 25.7
Pay-per-view............................................. 5.3 4.5
Digital video............................................ 2.3 0.1
Advertising sales........................................ 13.7 9.6
Cable modem.............................................. 2.6 0.7
Other.................................................... 38.3 36.6
---------- ----------
Total revenues........................................ 290.9 264.7
---------- ----------
Operating Expenses:
Programming.............................................. 67.0 60.9
General and administrative............................... 53.3 48.4
Service.................................................. 17.9 20.7
Marketing................................................ 3.4 3.9
Other operating expenses................................. 7.6 4.6
---------- ----------
Total operating expenses.............................. 149.2 138.5
---------- ----------
Adjusted EBITDA............................................ $ 141.7 $ 126.2
========== ==========
</TABLE>
58
<PAGE> 59
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Homes passed............................................... 3,863,400 3,786,300
Basic customers............................................ 2,274,000 2,205,500
Basic penetration.......................................... 58.9% 58.2%
Premium units.............................................. 1,398,800 1,232,500
Digital video customers.................................... 53,900 460
Cable modem customers...................................... 30,000 4,900
Average monthly revenue per basic customer................. $ 42.64 $ 40.01
</TABLE>
Revenues increased by $26.2 million or 9.9% when comparing the revenues for
the three months ended December 31, 1999 to the results for the comparable
systems for the three months ended December 31, 1998. This increase is due to a
net gain of approximately 68,500 or 3.1% basic customers between quarters and
retail rate increases implemented in certain of our systems. The net gain of
3.1% for basic customer growth between the comparable periods was the weighted
average of 3.6% customer growth from the Charter systems and 2.4% growth
experienced by the Marcus cable systems. In addition, we have increased our
ratio of premium subscriptions to basic customers from 0.56 to 1.00 to 0.62 to
1.00 as a result of marketing multiple premium subscriptions in a packaged
format at a discounted retail rate.
Total operating expenses increased approximately $10.7 million or 7.7% when
comparing the operating expenses for the quarter ended December 31, 1999 to the
results for the same systems for the quarter ended December 31, 1998. This
increase is 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. We believe that the increases in
programming expense are consistent with industry-wide increases.
We experienced growth in adjusted EBITDA of approximately $15.5 million or
12.3% when comparing adjusted EBITDA for the quarter ended December 31, 1999 to
the results for the same systems for the quarter ended December 31, 1998.
Adjusted EBITDA margin increased from 47.7% to 48.7% when comparing the similar
periods.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE RISK
The use of interest rate risk management instruments, such as interest rate
exchange agreements, interest rate cap agreements and interest rate collar
agreements is required under the terms of the credit facilities of our
subsidiaries. Our policy is to manage interest costs using a mix of fixed and
variable rate debt. Using interest rate swap agreements, we agree to exchange,
at specified intervals, the difference between fixed and variable interest
amounts calculated by reference to an agreed-upon notional principal amount.
Interest rate cap agreements are used to lock in a maximum interest rate should
variable rates rise, but enable us to pay lower market rates. Collars limit our
exposure to and benefits from interest rate fluctuations on variable rate debt
to within a certain range of rates.
Our participation in interest rate hedging transactions involves
instruments that have a close correlation with its debt, thereby managing its
risk. Interest rate hedge agreements have been designed for hedging purposes and
are not held or issued for speculative purposes.
59
<PAGE> 60
The table set forth below summarizes the fair values and contract terms of
financial instruments subject to interest rate risk maintained by us as of
December 31, 1999 (dollars in thousands):
<TABLE>
<CAPTION>
EXPECTED MATURITY DATE
-------------------------------------------------------------------------------- FAIR VALUE AT
2000 2001 2002 2003 2004 THEREAFTER TOTAL DECEMBER 31, 1999
---------- -------- -------- -------- -------- ---------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DEBT
Fixed Rate................. -- -- -- -- $3,690,313 $3,690,313 $2,914,820
Average Interest Rate.... -- -- -- -- 9.1% 9.1%
Variable Rate.............. $ 88,875 $156,000 $168,500 $2,492,625 $2,906,000 $2,906,000
Average Interest Rate.... 8.8% 8.8% 8.8% 9.6% 9.5%
INTEREST RATE INSTRUMENTS
Variable to Fixed Swaps.... $2,375,000 $660,000 $250,000 $ 30,000 $3,315,000 $ 17,951
Average Pay Rate......... 8.5% 7.9% 7.8% 8.0% 8.4%
Average Receive Rate..... 8.3% 9.2 9.2% 9.2% 8.6%
Collars.................... $ 195,000 $ 45,000 -- -- -- -- $ 240,000 $ (199)
Average Cap Rate......... 8.8% 8.7% -- -- -- -- 8.8%
Average Floor Rate....... 7.8% 7.6% -- -- -- -- 7.7%
</TABLE>
The notional amounts of interest rate instruments, as presented in the
above table, are used to measure interest to be paid or received and do not
represent the amount of exposure to credit loss. The estimated fair value
approximates the costs (proceeds) to settle the outstanding contracts. Interest
rates on variable debt are estimated using the average implied forward London
Interbank Offering Rate (LIBOR) rates for the year of maturity based on the
yield curve in effect at December 31, 1999. While swaps, caps and collars
represent an integral part of our interest rate risk management program, their
incremental effect on interest expense for the years ended December 31, 1999,
1998, and 1997 was not significant.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our consolidated financial statements, predecessor financial statements and
certain financial statements of entities or cable systems we acquired (as
required to comply with the application of Rule 3-05 of Regulation S-X and Staff
Accounting Bulletin 80), the related notes thereto, and the reports of
independent auditors are included in this Annual Report beginning of page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
60
<PAGE> 61
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
Charter Holdings is a holding company with no operations. Charter Capital
is a direct wholly owned finance subsidiary of Charter Holdings that exists
solely for the purpose of serving as co-obligor of the March 1999 Charter
Holdings notes and the January 2000 Charter Holdings notes and has no
operations. Neither Charter Holdings nor Charter Capital has any employees. We
and our direct and indirect subsidiaries are managed by Charter Communications,
Inc. See "Certain Relationships and Related Transactions."
The persons listed below are directors of Charter Communications, Inc.,
Charter Communications Holding Company or an issuer of the notes, as indicated.
All of our directors are elected annually.
<TABLE>
<CAPTION>
DIRECTORS AGE POSITION
--------- --- --------
<S> <C> <C>
Paul G. Allen................................ 47 Chairman of the Board of Directors of Charter
Communications, Inc. and Director of Charter
Communications Holding Company
William D. Savoy............................. 35 Director of Charter Communications, Inc.,
Charter Communications Holding Company, Charter
Holdings
Jerald L. Kent............................... 43 Director of Charter Communications, Inc.,
Charter Communications Holding Company, Charter
Holdings and Charter Capital
Marc B. Nathanson............................ 54 Director of Charter Communications, Inc.
Ronald L. Nelson............................. 47 Director of Charter Communications, Inc.
Nancy B. Peretsman........................... 46 Director of Charter Communications, Inc.
Howard L. Wood............................... 60 Director of Charter Communications, Inc.
</TABLE>
The following sets forth certain biographical information with respect to
the directors listed above.
PAUL G. ALLEN has been Chairman of the board of directors of Charter
Communications, Inc. since November 1999, and Chairman of the board of directors
of Charter Investment, Inc. since December 1998. Mr. Allen, a co-founder of
Microsoft Corporation, has been a private investor for more than five years,
with interests in a wide variety of companies, many of which focus on multimedia
digital communications. These companies include Interval Research Corporation,
Vulcan Ventures, Inc., Vulcan Programming, Inc., and Vulcan Cable III Inc. He is
a director of Microsoft Corporation, USA Networks, Inc. and various other
private corporations.
WILLIAM D. SAVOY has been a director of Charter Communications, Inc. since
July 1999 and a director of Charter Investment, Inc. since December 1998. Since
1990, Mr. Savoy has been an officer and a director of many affiliates of Mr.
Allen, including Vice President and a director of Vulcan Ventures, Inc.,
President of Vulcan Northwest, Inc., and President and a director of Vulcan
Programming, Inc. and Vulcan Cable III Inc. Mr. Savoy also serves as a director
of drugstore.com, inc., Go2Net, Inc., Harbinger Corporation, High Speed Access
Corp., Metricom, Inc., Telescan, Inc., Ticketmaster Online -- CitySearch, Inc.,
USA Networks, Inc., and Value America, Inc. Mr. Savoy holds a B.S. in computer
science, accounting and finance from Atlantic Union College.
JERALD L. KENT has been the President, Chief Executive Officer and a
director of Charter Communications, Inc. since July 1999 and of Charter
Investment, Inc. since April 1995. He previously held the position of Chief
Financial Officer of Charter Investment, Inc. Prior to co-founding Charter
Investment, Inc. in 1993, Mr. Kent was Executive Vice President and Chief
Financial Officer of Cencom Cable Associates, Inc., where he previously held
other executive positions. Earlier he was with Arthur Andersen LLP, where he
attained the position of tax manager. Mr. Kent is a member of the board of
directors of High Speed Access Corp., Cable
61
<PAGE> 62
Television Laboratories, Inc. and Com21 Inc. Mr. Kent, a certified public
accountant, received his undergraduate and M.B.A. degrees from Washington
University.
MARC B. NATHANSON has been a director of Charter Communications, Inc. since
November 1999. Mr. Nathanson was Chairman and Chief Executive Officer of Falcon
Holding Group, Inc. and its predecessors from 1975 to 1999. Prior to 1975, he
held executive positions with Teleprompter Corporation, Warner Cable, and
Cypress Communications Corporation. Mr. Nathanson has served as Chairman and
Chief Executive Officer of Enstar Communications Corporation since 1998. He is a
director of Digital Entertainment Network, Inc. and of the National Cable
Television Association.
RONALD L. NELSON has been a director of Charter Communications, Inc. since
November 1999. Mr. Nelson is a founding member of Dream Works LLC, where he has
served in executive management since 1994. In 15 years at Paramount
Communications Inc., he has served in a variety of operating and executive
positions, and he currently serves as a member of the board of directors of
Advanced Tissue Sciences, Inc. Mr. Nelson has a B.S. from the University of
California at Berkeley and an M.B.A. from the University of California at Los
Angeles.
NANCY B. PERETSMAN has been a director of Charter Communications, Inc.
since November 1999. Ms. Peretsman has been a Managing Director and Executive
Vice President of Allen & Company Incorporated, an investment bank unrelated to
Mr. Allen, since 1995. From 1983 to 1995 she was an investment banker at Salomon
Brothers Inc., where she was a Managing Director since 1990. She is a director
of Oxygen Media, Inc., Priceline.com Incorporated and several privately held
companies. She received a B.A. from Princeton University and an M.P.P.M. from
Yale University.
HOWARD L. WOOD has been a director of Charter Communications, Inc. since
January 2000. Mr. Wood co-founded Charter Investment, Inc. in 1993 and served in
various executive capacities until November 1999, when he became a consultant to
Charter Communications, Inc. Prior to 1993, Mr. Wood was Chief Executive Officer
of Cencom Cable Associates, Inc., where he also served in various other
executive positions. Earlier he was Partner-in-Charge of the St. Louis Tax
Division of Arthur Andersen LLP. He is a director of VanLiner Group, Inc., First
State Community Bank, Gaylord Entertainment Company and Data Research, Inc. Mr.
Wood, a certified public accountant, graduated from Washington University (St.
Louis) School of Business.
DIRECTOR COMPENSATION
The employee directors of Charter Holdings, Charter Capital, Charter
Communications Holding Company and Charter Communications, Inc. are not entitled
to any additional compensation for serving as a director, nor are they paid any
fees for attendance at any meeting of the board of directors. Each non-employee
director of Charter Communications Inc., other than Mr. Allen, has been issued
40,000 fully vested options in consideration for agreeing to join the board of
directors and may receive additional compensation to be determined. Directors
may also be reimbursed for the actual reasonable costs incurred in connection
with attendance at board meetings.
EMPLOYMENT AND OTHER AGREEMENTS
Effective as of December 23, 1998, Jerald L. Kent entered into an
employment agreement with Mr. Allen for a three-year term with automatic
one-year renewals. The employment agreement was assigned by Mr. Allen to Charter
Investment, Inc. as of December 23, 1998. Charter Investment, Inc. subsequently
assigned Mr. Kent's employment agreement to Charter Communications, Inc. and
Charter Communications, Inc. has assumed all rights and obligations of Charter
Investment, Inc. under the agreement, except with respect to the grant of
options, which have already been granted by Charter Communications Holding
Company.
Under this agreement, Mr. Kent has agreed to serve as President and Chief
Executive Officer of Charter Communications, Inc., with responsibility for the
nationwide general management, administration and operation of all present and
future business of Charter Communications, Inc. and its subsidiaries. During the
62
<PAGE> 63
initial term of the agreement, Mr. Kent receives an annual base salary of
$1,250,000, or such higher rate as may from time to time be determined by
Charter Communications, Inc.'s board of directors in its discretion. In
addition, Mr. Kent is eligible to receive an annual bonus in an aggregate amount
not to exceed $625,000, to be determined by the board based on an assessment of
the performance of Mr. Kent as well as the achievement of certain financial
targets.
Under the agreement, Mr. Kent is entitled to participate in any disability
insurance, pension, or other benefit plan afforded to employees generally or
executives of Charter Communications, Inc. Mr. Kent will be reimbursed by
Charter Communications, Inc. for life insurance premiums up to $30,000 per year,
and is granted personal use of the corporate airplane. Mr. Kent was also granted
a car valued at up to $100,000 and the fees and dues for his membership in a
country club of his choice. Also under this agreement and a related agreement
with Charter Communications Holding Company, Mr. Kent received options to
purchase 7,044,127 Charter Communications Holding Company membership units. The
options have a term of ten years and vested 25% on December 23, 1998. The
remaining 75% vest 1/36 on the first day of each of the 36 months commencing on
the first day of the thirteenth month following December 23, 1998. The terms of
these options provide that immediately following the issuance of Charter
Communications Holding Company membership units received upon exercise of such
options, these units will be automatically exchanged for shares of Charter
Communications, Inc. Class A common stock on a one-for-one basis.
Charter Communications, Inc. will indemnify and hold harmless Mr. Kent to
the maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by Mr. Kent of his duties.
If the agreement expires because Charter Communications, Inc. gives Mr.
Kent notice of its intention not to extend the initial term, or if the agreement
is terminated by Mr. Kent for good reason or by Charter Communications, Inc.
without cause:
- Charter Communications, Inc. will pay to Mr. Kent an amount equal to the
aggregate base salary due to Mr. Kent for the remaining term and the
board of directors will consider additional amounts, if any, to be paid
to Mr. Kent; and
- any unvested options of Mr. Kent shall immediately vest.
EXECUTIVE OFFICERS
The following persons are executive officers of each of Charter
Communications, Inc., Charter Communications Holding Company and Charter
Holdings:
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AGE POSITION
------------------ --- --------
<S> <C> <C>
Jerald L. Kent......................... 43 President and Chief Executive Officer
David G. Barford....................... 41 Senior Vice President of Operations -- Western
Division
Mary Pat Blake......................... 44 Senior Vice President -- Marketing and Programming
Eric A. Freesmeier..................... 46 Senior Vice President -- Administration
Thomas R. Jokerst...................... 50 Senior Vice President -- Advanced Technology
Development
Kent D. Kalkwarf....................... 40 Senior Vice President and Chief Financial Officer
Ralph G. Kelly......................... 43 Senior Vice President -- Treasurer
David L. McCall........................ 44 Senior Vice President of Operations -- Eastern
Division
John C. Pietri......................... 50 Senior Vice President -- Engineering
Michael E. Riddle...................... 41 Senior Vice President and Chief Information Officer
Steven A. Schumm....................... 47 Executive Vice President, Assistant to the President
Curtis S. Shaw......................... 51 Senior Vice President, General Counsel and Secretary
Stephen E. Silva....................... 40 Senior Vice President -- Corporate Development and
Technology
</TABLE>
63
<PAGE> 64
Information regarding our executive officers is set forth below.
Our executive officers, except for Mr. Riddle, were appointed to their
positions following our formation in February 1999, and became employees of
Charter Communications, Inc. in November 1999. Prior to that time, they were
employees of Charter Investment, Inc. All of our executive officers
simultaneously serve in the same capacity with Charter Investment, Inc.
JERALD L. KENT has been the President, Chief Executive Officer and a
director of Charter Communications, Inc. since July 1999 and of Charter
Investment, Inc. since April 1995. He previously held the position of Chief
Financial Officer of Charter Investment, Inc. Prior to co-founding Charter
Investment, Inc. in 1993, Mr. Kent was Executive Vice President and Chief
Financial Officer of Cencom Cable Associates, Inc., where he previously held
other executive positions. Earlier he was with Arthur Andersen LLP, where he
attained the position of tax manager. Mr. Kent is a member of the board of
directors of High Speed Access Corp., Cable Television Laboratories, Inc. and
Com21 Inc. Mr. Kent, a certified public accountant, received his undergraduate
and M.B.A. degrees from Washington University.
DAVID G. BARFORD, 41, Senior Vice President of Operations -- Western
Division. Prior to joining Charter Investment, Inc. in 1995, Mr. Barford held
various senior marketing and operating roles during nine years at Comcast Cable
Communications, Inc. He received a B.A. from California State University,
Fullerton, and an M.B.A. from National University.
MARY PAT BLAKE, 44, Senior Vice President -- Marketing and
Programming. Prior to joining Charter Investment, Inc. in 1995, Ms. Blake was
active in the emerging business sector and formed Blake Investments, Inc. in
1993. She has 18 years of experience with senior management responsibilities in
marketing, sales, finance, systems, and general management. Ms. Blake received a
B.S. from the University of Minnesota and an M.B.A. from the Harvard Business
School.
ERIC A. FREESMEIER, 46, Senior Vice President -- Administration. From 1986
until joining Charter Investment, Inc. in 1998, Mr. Freesmeier served in various
executive management positions at Edison Brothers Stores, Inc. Earlier he held
management and executive positions at Montgomery Ward. Mr. Freesmeier holds
bachelor's degrees from the University of Iowa and a master's degree from
Northwestern University's Kellogg Graduate School of Management.
THOMAS R. JOKERST, 50, Senior Vice President -- Advanced Technology
Development. Mr. Jokerst joined Charter Investment, Inc. in 1994. Previously he
served as a vice president of Cable Television Laboratories and as a regional
director of engineering for Continental Cablevision. He is a graduate of Ranken
Technical Institute and of Southern Illinois University.
KENT D. KALKWARF, 40, Senior Vice President and Chief Financial
Officer. Prior to joining Charter Investment, Inc. in 1995, Mr. Kalkwarf was
employed for 13 years by Arthur Andersen LLP, where he attained the position of
senior tax manager. He has extensive experience in cable, real estate, and
international tax issues. Mr. Kalkwarf has a B.S. from Illinois Wesleyan
University and is a certified public accountant.
RALPH G. KELLY, 43, Senior Vice President --Treasurer. Prior to joining
Charter Investment, Inc. in 1993, Mr. Kelly was controller and then treasurer of
Cencom Cable Associates. He left Charter in 1994, to become chief financial
officer of CableMaxx, Inc., and returned in 1996. Mr. Kelly received his
bachelor's degree in accounting from the University of Missouri -- Columbia and
his M.B.A. from Saint Louis University.
DAVID L. MCCALL, 44, Senior Vice President of Operations -- Eastern
Division. Prior to joining Charter Investment, Inc. in 1995, Mr. McCall was
associated with Crown Cable and its predecessor company, Cencom Cable
Associates, Inc., from 1983 to 1994. Mr. McCall has served as a director of the
South Carolina Cable Television Association for ten years and is a member of the
Southern Cable Association's Tower Club.
JOHN C. PIETRI, 50, Senior Vice President -- Engineering. Prior to joining
Charter Investment, Inc. in 1998, Mr. Pietri was with Marcus Cable for 9 years,
most recently serving as senior vice president and chief technical officer.
Earlier he was in operations with West Marc Communications and Minnesota Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.
64
<PAGE> 65
MICHAEL E. RIDDLE, 41, Senior Vice President and Chief Information
Officer. Prior to joining Charter Communications, Inc. in 1999, Mr. Riddle was
director, applied technologies of Cox Communications for 4 years. Prior to that,
he held technical and management positions during 17 years at Southwestern Bell
and its subsidiaries. Mr. Riddle attended Fort Hays State University.
STEVEN A. SCHUMM, 47, Executive Vice President, Assistant to the
President. Prior to joining Charter Investment, Inc. in 1998, Mr. Schumm was
managing partner of the St. Louis office of Ernst & Young LLP, where he was a
partner for 14 of 24 years. He served as one of 10 members of the firm's
National Tax Committee. Mr. Schumm earned a B.S. degree from Saint Louis
University.
CURTIS S. SHAW, 51, Senior Vice President, General Counsel and
Secretary. Prior to joining Charter Investment, Inc. in 1997, Mr. Shaw served
as corporate counsel to NYNEX since 1988. He has over 26 years of experience as
a corporate lawyer, specializing in mergers and acquisitions, joint ventures,
public offerings, financings, and federal securities and antitrust law. Mr. Shaw
received a B.A. with honors from Trinity College and a J.D. from Columbia
University School of Law.
STEPHEN E. SILVA, 40, Senior Vice President -- Corporate Development and
Technology. From 1983 until joining Charter Investment, Inc. in 1995, Mr. Silva
served in various management positions at U.S. Computer Services, Inc. He is a
member of the board of directors of High Speed Access Corp.
ITEM 11. EXECUTIVE COMPENSATION.
None of the executive officers listed above has ever received any
compensation from Charter Holdings or Charter Capital, nor do such individuals
expect to receive compensation from Charter Holdings or Charter Capital at any
time in the future.
The following table sets forth information regarding the compensation paid
to executive officers of Charter Communications, Inc., the manager of Charter
Holdings and its subsidiaries during the fiscal years ended December 31, 1999
and 1998, including the Chief Executive Officer, each of the other four most
highly compensated executive officers as of December 31, 1999, and two other
highly compensated executive officers who resigned during 1999. Through the
beginning of November 1999, such executive officers had received their
compensation from Charter Investment, Inc., the former manager of Charter
Holdings and its subsidiaries. Effective in November 1999, such officers
received their compensation from Charter Communications, Inc. Pursuant to a
mutual services agreement between Charter Communications, Inc. and Charter
Investment, Inc., each of those entities provides services to each other,
including the knowledge and expertise of their respective officers. See "Certain
Relationships and Related Transactions."
65
<PAGE> 66
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARD
--------------------------------------- ------------
YEAR OTHER SECURITIES
ENDED ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION DEC. 31 SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
- --------------------------- ------- --------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Jerald L. Kent.................... 1999 1,250,000 --(1) 80,799(2) -- --
President and Chief Executive 1998 790,481 641,353 -- 7,044,127 --
Officer
Steven A. Schumm(3)............... 1999 400,000 60,000 -- 80,000 --
Executive Vice President 1998 -- 12,300 -- -- --
David G. Barford.................. 1999 235,000 80,000 -- 200,000 --
Senior Vice President of 1998 220,000 225,000(4) -- -- 8,390,888(5)
Operations -- Western Division
Curtis S. Shaw.................... 1999 200,000 80,000 -- 200,000 --
Senior Vice President, General 1998 190,000 80,000 -- -- 8,178,967(5)
Counsel and Secretary
John C. Pietri(6)................. 1999 200,000 70,000 -- 165,000 --
Senior Vice President -- 1998 -- -- -- -- --
Engineering
Barry L. Babcock(7)............... 1999 623,000 -- -- 65,000 385,093(8)
Former Vice Chairman 1998 575,000 925,000(9) -- -- --
Howard L. Wood(10)................ 1999 311,300 -- -- 145,000 --
Former Vice Chairman 1998 575,000(11) 675,000(12) -- -- --
</TABLE>
- -------------------------
(1) Mr. Kent is entitled under his employment agreement to receive a bonus for
1999 in an amount up to $625,000. The amount of any 1999 bonus has not yet
been determined.
(2) Includes $55,719 paid for club membership and dues and $20,351 attributed
to personal use of Charter Investment, Inc.'s airplane.
(3) Mr. Schumm became affiliated with Charter Investment, Inc. on December 16,
1998.
(4) Includes $150,000 received as a one-time bonus.
(5) Received in March 1999, in connection with a one-time change of control
payment under the terms of a previous equity appreciation rights plan. This
payment was triggered by the acquisition of us by Mr. Allen on December 23,
1998, but was income for 1999.
(6) Mr. Pietri became affiliated with Charter Investment, Inc. on January 1,
1999.
(7) Mr. Babcock resigned as an executive officer of Charter Communications,
Inc. and became a consultant in October 1999.
(8) Includes a bonus of $312,500 and accrued vacation of $48,077 paid in
connection with termination of Mr. Babcock's employment agreement, plus
$24,516 as consulting fees.
(9) Includes $500,000 earned as a one-time bonus upon signing of an employment
agreement.
(10) Mr. Wood terminated his employment and became a consultant in November
1999.
(11) Includes a bonus of $468,750 and accrued vacation of $24,038 paid in
connection with termination of Mr. Wood's employment agreement, plus $8,166
in consulting fees.
(12) Includes $250,000 earned as a one-time bonus upon signing of an employment
agreement.
66
<PAGE> 67
1999 OPTION GRANTS
The following table shows individual grants of options made to certain
named executive officers during 1999. All such grants were made under the option
plan.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL AGGREGATE VALUE OF OPTIONS TO HOLDER IF
MEMBERSHIP OPTIONS CHARTER COMMUNICATIONS, INC.'S
UNITS GRANTED COMMON STOCK PRICE PER SHARE AT
UNDERLYING TO SOME FUTURE DATE IS:
OPTIONS EMPLOYEES EXERCISE EXPIRATION ---------------------------------------------
NAME GRANTED IN 1999 PRICE DATE $19.00 $22.00 $26.00 $30.00
- ---- ---------- ---------- -------- ---------- ------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerald L. Kent....... -- -- -- -- -- -- -- --
Steven A. Schumm..... 782,681 5.7% $20.00 2/8/09 $ 0 $1,565,362 $4,696,086 $7,826,810
David G. Barford..... 200,000 1.5% 20.00 2/8/09 0 400,000 1,200,000 2,000,000
Curtis S. Shaw....... 200,000 1.5% 20.00 2/8/09 0 400,000 1,200,000 2,000,000
John C. Pietri....... 165,000 1.2% 20.00 2/8/09 0 330,000 990,000 1,650,000
Barry L. Babcock..... 65,000 0.5% 20.00 2/8/09 0 130,000 390,000 650,000
Howard L. Wood....... 65,000 1.1% 20.00 2/8/09 0 130,000 390,000 650,000
80,000 19.00 11/8/09 0 240,000 560,000 880,000
</TABLE>
OPTION PLAN
Charter Holdings adopted an option plan on February 9, 1999, which was
assumed by Charter Communications Holding Company on May 25, 1999. This plan
provides for the grant of options to purchase up to 25,009,798 membership units
in Charter Communications Holding Company. The plan provides for grants of
options to current and prospective to employees and consultants of Charter
Communications Holding Company and its affiliates and current and prospective
non-employee directors of Charter Communications, Inc. The plan is intended to
promote the long-term financial interest of Charter Communications Holding
Company and its affiliates by encouraging eligible individuals to acquire an
ownership position in Charter Communications Holding Company and its affiliates
and providing incentives for performance. The options expire after ten years
from the date of grant. Under the plan, the plan administrator has the
discretion to accelerate the vesting of any options.
As of February 26, 2000, a total of 13,713,481 options are outstanding
under the plan. Of the options granted on February 9, 1999, there remain
outstanding 8,626,081 options with an exercise price of $20.00. Of the options
granted on April 5, 1999, there remain outstanding 416,600 options with an
exercise price of $20.73. Of the options granted on November 8, 1999, there
remain outstanding 4,670,800 options with an exercise price of $19.00. Of the
options granted on February 15, 2000, there remain outstanding 5,687,000 with an
exercise price of $19.47. Of the options granted on February 9, 1999, 130,000
options have vested. Of the remaining 8,496,081 options granted on that date,
one-fourth vest on April 3, 2000 and the remainder vest 1/45 on each monthly
anniversary following April 3, 2000. One-fourth of the options granted on April
5, 1999 vest on the 15-month anniversary from April 5, 1999, with the remainder
vesting 1/45 on each monthly anniversary for 45 months following the 15-month
anniversary of the date of grant. Of the options granted on November 8, 1999,
200,000 options have vested. Of the remaining 4,470,800 options granted on that
date, one-fourth vest on February 12, 2001, with the remainder vesting 1/45 on
each monthly anniversary following the 15-month anniversary of the date of
grant. Of the options granted on February 15, 2000, none has vested. Of the
5,687,000 options granted on that date, one-fourth vest on May 15, 2001 and the
remaining vest 1/45 on each 15 month anniversary following February 15, 2000.
The options expire after ten years from the date of grant.
Under the terms of the plan, each membership unit held as a result of
exercise of options will be exchanged automatically for shares of Class A common
stock of Charter Communications, Inc. on a one-for-one basis.
67
<PAGE> 68
Any unvested options issued under the plan vest immediately upon a change
of control of Charter Communications Holding Company. Options will not vest upon
a change of control, however, to the extent that any such acceleration of
vesting would result in the disallowance of specified tax deductions that would
otherwise be available to Charter Communications Holding Company or any of its
affiliates or to the extent that any optionee would be liable for any excise tax
under a specified section of the tax code. In the plan, a change of control
includes:
(1) a sale of more than 49.9% of the outstanding membership units in
Charter Communications Holding Company, except where Mr. Allen and his
affiliates retain effective voting control of Charter Communications
Holding Company;
(2) a merger or consolidation of Charter Communications Holding
Company with or into any other corporation or entity, except where Mr.
Allen and his affiliates retain effective voting control of Charter
Communications Holding Company; or
(3) any other transaction or event, including a sale of the assets of
Charter Communications Holding Company, that results in Mr. Allen holding
less than 50.1% of the voting power of the surviving entity, except where
Mr. Allen and his affiliates retain effective voting control of Charter
Communications Holding Company.
The sale of Charter Communications, Inc. Class A common stock in its initial
public offering was not a change of control under the option plan.
If an optionee's employment with or service to Charter Communications
Holding Company or its affiliates is terminated other than for cause, the
optionee has the right to exercise any vested options within sixty days of the
termination of employment. After this sixty-day period, all vested and unvested
options held by the optionee are automatically canceled. If an optionee's
employment or service is terminated for cause, any unexercised options are
automatically canceled. In this case, Mr. Allen, or, at his option, Charter
Communications Holding Company will have the right for ninety days after
termination to purchase all membership units held by the optionee for a purchase
price equal to the exercise price at which the optionee acquired the membership
units, or the optionee's purchase price for the membership units if they were
not acquired on the exercise of an option.
In the event of an optionee's death or disability, all vested options may
be exercised until the earlier of their expiration and one year after the date
of the optionee's death or disability. Any options not so exercised will
automatically be canceled. Upon termination for any other reason, all unvested
options will immediately be canceled and the optionee will not be entitled to
any payment. All vested options will be automatically canceled if not exercised
within ninety days after termination.
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION MATTERS. The limited
liability company agreement of Charter Holdings and the certificate of
incorporation of Charter Capital limit the liability of their respective
directors to the maximum extent permitted by Delaware law. The Delaware General
Corporation Law provides that a limited liability company and a corporation may
eliminate or limit the personal liability of a director for monetary damages for
breach of fiduciary duty as a director, except for liability for:
(1) any breach of the director's duty of loyalty to the corporation
and its stockholders;
(2) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
(3) unlawful payments of dividends or unlawful stock purchases or
redemptions; or
(4) any transaction from which the director derived an improper
personal benefit.
The limited liability company agreement of Charter Holdings and the by-laws
of Charter Capital provide that directors and officers shall be indemnified for
acts or omissions performed or omitted that are determined, in good faith, to be
in our best interest. No such indemnification is available for actions
constituting bad faith, willful misconduct or fraud.
68
<PAGE> 69
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Charter Holdings
and Charter Capital pursuant to the foregoing provisions, we have been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Charter Holdings is a direct, wholly owned subsidiary of Charter
Communications Holding Company. Charter Communications, Inc. holds an
approximate 40% economic interest and 100% of the voting interest in Charter
Communications Holding Company. Charter Investment, Inc. and Vulcan Cable III
hold approximately a 37.2% and 18.2% economic interest, respectively, in Charter
Communications Holding Company.
The following table sets forth certain information regarding beneficial
ownership of Charter Communications, Inc. common stock and Charter
Communications Holding Company common membership units as of March 28, 2000 by:
- each of our directors and the directors of Charter Communications, Inc.;
- each of our named executive officers and the named executive officers of
Charter Communications, Inc.;
- all current directors and executive officers of Charter Holdings and
Charter Communications, Inc. as a group; and
- each person known by us to own beneficially 5% or more of the outstanding
shares of Charter Communications, Inc. common stock and Charter
Communications Holding Company membership units.
With respect to the percentage of voting power of Charter Communications,
Inc. set forth in the following table:
- each holder of Class A common stock is entitled to one vote per share;
and
- each holder of Class B common stock is entitled to a number of votes
based on the number of outstanding Class B common stock and outstanding
membership units exchangeable for Class B common stock. For example, Mr.
Allen is entitled to ten votes for each share of Class B common stock
held by him or his affiliates and ten votes for each membership unit held
by him or his affiliates.
69
<PAGE> 70
<TABLE>
<CAPTION>
NUMBER OF
CLASS A PERCENTAGE OF
NAME AND ADDRESS OF SHARES BENEFICIALLY SHARES BENEFICIALLY PERCENTAGE OF
BENEFICIAL OWNER OWNED(1) OWNED(2) VOTING POWER(3)
- ------------------- ------------------- ------------------- ------------------
<S> <C> <C> <C>
Paul G. Allen(4)(5)(7)............................ 327,185,909 59.9% 93.7%
Charter Investment, Inc.(6)....................... 217,585,246 49.5% *
Vulcan Cable III Inc.(4)(7)....................... 106,715,234 32.5% *
Jerald L. Kent(8)................................. 2,656,549 * *
Howard L. Wood(9)................................. 145,000 * *
Marc B. Nathanson(10)............................. 9,829,806 3.2% *
Ronald L. Nelson(11).............................. 40,000 * *
Nancy B. Peretsman(11)............................ 50,000 * *
William D. Savoy(12).............................. 515,669 * *
Steven A. Schumm(13).............................. 212,415 * *
David G. Barford(14).............................. 55,833 * *
Curtis S. Shaw(14)................................ 58,333 * *
John C. Pietri(15)................................ 49,000 * *
Barry L. Babcock(16).............................. 51,750 * *
All current directors and executive officers as a
group (19 persons).............................. 340,759,920 62.0% 94.0%
Janus Capital Corporation(17)..................... 15,958,030 7.2 *
</TABLE>
- ---------------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with Rule 13d-3. The named
holders of Charter Communications, Inc. high vote Class B common stock and
of membership units in Charter Communications Holding Company are deemed to
be beneficial owners of an equal number of shares of Class A common stock
because such holdings are either convertible for (in the case of Class B
shares) or exchangeable into (in the case of the membership units) shares
of Class A common stock on a one-for-one basis. Unless otherwise noted, the
named holders have sole voting and investment power with respect to the
shares listed as beneficially owned.
(2) The calculation of this percentage assumes for all persons that the 50,000
shares of Charter Communications Inc. high vote Class B common stock held
by Mr. Allen have been converted into shares of Class A common stock so
that the total number of currently outstanding shares is 222,089,746. For
each individual holder this calculation gives effect to the issuance of
Class A common stock upon such individual's exchange of membership units of
Charter Communications Holding Company.
(3) The calculation of this percentage assumes that the 50,000 shares of high
vote Class B common stock held by Mr. Allen have not been converted, and
that the membership units of Charter Communications Holding Company have
not been exchanged for shares of Class A common stock.
(4) The address of these persons is 110 110th Street, NE, Suite 500, Bellevue,
WA 98004.
(5) Mr. Allen is the owner of 100% of the Class B common stock. Represents
217,585,246 membership units held by Charter Investment, Inc.; 106,715,234
membership units held by Vulcan Cable III Inc.; 2,835,430 shares of Class A
common stock held directly by Mr. Allen, and 50,000 shares of Class B
common stock held directly by Mr. Allen. Class B common stock is
convertible into Class A common stock on a one-for-one basis.
(6) The address of these persons is Charter Communications, Inc., 12444
Powerscourt Drive, St. Louis, MO 63131.
(7) Of this amount, 475,669 shares of Class A common stock issuable upon
exchange for membership units in Charter Communications Holding Company,
for which options have been granted by Vulcan Cable III Inc. to Mr. Savoy
that have vested or will vest within 60 days.
70
<PAGE> 71
(8) Represents 2,641,549 shares of Class A common stock issuable upon the
exchange of membership units issuable upon the exercise of options to
purchase such membership units that have vested or will vest within 60 days
and 15,000 shares of Class A common stock.
(9) Represents 145,000 shares of Class A common stock issuable upon exchange of
membership units issuable upon exercise of options to purchase such
membership units that have vested.
(10) Includes 40,000 shares of Class A common stock issuable upon exchange of
membership units issuable upon exercise of options to purchase such
membership units that have vested as to which Mr. Nathanson has sole
investment and voting power. Of the remaining 9,789,806 shares, Mr.
Nathanson has sole investment and voting power with respect to 3,951,636 of
such shares, shared voting and investment power with respect to 5,444,861
of such shares and sole investment power and shared voting power with
respect to the remaining 393,309 shares. The address of this person is c/o
Falcon Holding Group, Inc. and Affiliates, 10900 Wilshire Blvd., Los
Angeles, CA 90024.
(11) Includes 40,000 shares of Class A common stock issuable upon the exchange
of membership units issuable upon exercise of options to purchase such
membership units that have vested or will vest within 60 days.
(12) Includes 40,000 shares of Class A common stock issuable upon the exchange
of membership units issuable upon exercise of options to purchase such
membership units that have vested or will vest within 60 days and 475,669
shares of Class A common stock issuable upon exchange for membership units
in Charter Communications Holding Company, for which options have been
granted to Mr. Savoy by Vulcan Cable III Inc. that have vested or will vest
within 60 days.
(13) Includes 208,715 shares of Class A common stock issuable upon the exchange
of membership units issuable upon exercise of options to purchase
membership units that have vested or will vest within 60 days. Includes
1,200 shares held jointly with Mr. Schumm's spouse and 1,000 shares as
co-trustee, as to which voting and investment power are shared.
(14) Includes 53,333 shares of Class A common stock issuable upon the exchange
of membership units issuable upon exercise of options to purchase
membership units that have vested or will vest within 60 days.
(15) Includes 4,670 shares of Class A common stock issuable upon exchange of
membership units issuable upon exercise of options to purchase membership
units that have vested or will vest within 60 days.
(16) Represents 65,000 shares of Class A common stock issuable upon exchange of
membership units issuable upon exercise of options to purchase such
membership units that have vested.
(17) As reported in Schedule 13G provided to Charter Communications, Inc. on
February 16, 2000. Janus Capital Corporation is a registered investment
advisor that provides investment advice to investment companies and other
clients. As a result of being an investment advisor, Janus Capital may be
deemed to beneficially own shares held by its clients. As indicated in the
Schedule 13G, Mr. Thomas Bailey, President, Chairman of the Board and 12.2%
shareholder of Janus Capital disclaims beneficial ownership with respect to
such shares. The address of these persons is 100 Fillmore St., Denver,
Colorado 80206-4923.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The following sets forth certain transactions in which we and our
directors, executive officers and affiliates and the directors and executive
officers of Charter Communications, Inc., Charter Communications Holding
Company, Charter Capital and Charter Investment, Inc., are involved. We believe
that each of the transactions described below was on terms no less favorable to
us than could have been obtained from independent third parties.
71
<PAGE> 72
TRANSACTIONS WITH MANAGEMENT AND OTHERS
MERGER WITH MARCUS
On April 23, 1998, Mr. Allen acquired approximately 99% of the non-voting
economic interests in Marcus Cable, and agreed to acquire the remaining
interests in Marcus Cable. The aggregate purchase price was approximately $1.4
billion, excluding $1.8 billion in liabilities assumed. On February 22, 1999,
Marcus Holdings was formed, and all of Mr. Allen's interests in Marcus Cable
were transferred to Marcus Holdings on March 15, 1999. On March 31, 1999, Mr.
Allen completed the acquisition of all remaining interests in Marcus Cable.
On December 23, 1998, Mr. Allen acquired approximately 94% of the equity of
Charter Investment, Inc. for an aggregate purchase price of approximately $2.2
billion, excluding $2.0 billion in debt assumed. On February 9, 1999, Charter
Holdings was formed as a wholly owned subsidiary of Charter Investment, Inc. On
February 10, 1999, Charter Operating was formed as a wholly owned subsidiary of
Charter Holdings. In April 1999, Mr. Allen merged Marcus Holdings into Charter
Holdings, and the operating subsidiaries of Marcus Holdings and all of the cable
systems they owned came under the ownership of Charter Holdings, and, in turn,
Charter Operating. On May 25, 1999, Charter Communications Holding Company was
formed as a wholly owned subsidiary of Charter Investment, Inc. All of Charter
Investment, Inc.'s equity interests in Charter Holdings were transferred to
Charter Communications Holding Company.
In March 1999, we paid $20 million to Vulcan Northwest, an affiliate of Mr.
Allen, for reimbursement of direct costs incurred in connection with Mr. Allen's
acquisition of Marcus Cable. Such costs were principally comprised of financial,
advisory, legal and accounting fees.
On April 7, 1999, Mr. Allen merged Marcus Holdings into Charter Holdings.
Charter Holdings survived the merger, and the operating subsidiaries of Marcus
Holdings became subsidiaries of Charter Holdings.
At the time Charter Holdings issued $3.6 billion in principal amount of
notes in March 1999, this merger had not yet occurred. Consequently, Marcus
Holdings was a party to the indentures governing the March 1999 Charter Holdings
notes as a guarantor of Charter Holdings' obligations. Charter Holdings loaned
some of the proceeds from the sale of the March 1999 Charter Holdings notes to
Marcus Holdings, which amounts were used to complete the cash tender offers for
then-outstanding notes of subsidiaries of Marcus Holdings. Marcus Holdings
issued a promissory note in favor of Charter Holdings. The promissory note was
in the amount of $1.7 billion, with an interest rate of 9.92% and a maturity
date of April 1, 2007. Marcus Holdings guaranteed its obligations under the
promissory note by entering into a pledge agreement in favor of Charter Holdings
pursuant to which Marcus Holdings pledged all of its equity interests in Marcus
Cable as collateral for the payment and performance of the promissory note.
Charter Holdings pledged this promissory note to the trustee under the
indentures for the March 1999 Charter Holdings notes as collateral for the equal
and ratable benefit of the holders of the March 1999 Charter Holdings notes.
Upon the closing of the merger, and in accordance with the terms of the March
1999 Charter Holdings notes and the indentures for the March 1999 Charter
Holdings notes:
- the guarantee issued by Marcus Holdings was automatically terminated;
- the promissory note issued by Marcus Holdings was automatically
extinguished, with no interest having accrued or being paid; and
- the pledge in favor of Charter Holdings of the equity interests in Marcus
Cable as collateral under the promissory note and the pledge in favor of
the trustee of the promissory note as collateral for the March 1999
Charter Holdings notes were automatically released.
MANAGEMENT AGREEMENTS WITH CHARTER COMMUNICATIONS, INC.
PREVIOUS MANAGEMENT AGREEMENTS. Prior to March 18, 1999, pursuant to a
series of management agreements with certain of our subsidiaries, Charter
Investment, Inc. provided management and consulting services to those
subsidiaries. In exchange for these services, Charter Investment, Inc. was
entitled to receive management fees of 3% to 5% of the gross revenues of all of
our systems plus reimbursement of expenses.
72
<PAGE> 73
However, our previous credit facilities limited such management fees to 3% of
gross revenues. The balance of management fees payable under the previous
management agreements was accrued. Payment is at the discretion of Charter
Investment, Inc. Certain deferred portions of management fees bore interest at
the rate of 8% per annum. Following the closing of Charter Operating's current
credit facilities, the previous management agreements were replaced by a revised
management agreement. The material terms of our previous management agreements
are substantially similar to the material terms of the revised management
agreement.
PREVIOUS MANAGEMENT AGREEMENT WITH MARCUS. On October 6, 1998, Marcus
Cable entered into a management consulting agreement with Charter Investment,
Inc. pursuant to which Charter Investment, Inc. agreed to provide certain
management and consulting services to Marcus Cable and its subsidiaries, in
exchange for a fee equal to 3% of the gross revenues of Marcus Cable's systems
plus reimbursement of expenses. Management fees expensed by Marcus Cable during
the period from October 1998 to December 31, 1998 were approximately $3.3
million. Upon Charter Holdings' merger with Marcus Holdings and the closing of
Charter Operating's current credit facilities, this agreement was terminated and
the subsidiaries of Marcus Cable began to receive management and consulting
services from Charter Investment, Inc. under the revised management agreement
described below.
THE REVISED MANAGEMENT AGREEMENT. On February 23, 1999, Charter
Investment, Inc. entered into a revised management agreement with Charter
Operating, which was amended and restated as of March 17, 1999. Upon the closing
of Charter Operating's credit facilities on March 18, 1999, our previous
management agreements and the management consulting agreement with Marcus Cable
terminated and the revised management agreement became operative. Under the
revised management agreement, Charter Investment, Inc. agreed to manage the
operations of the cable television systems owned by Charter Operating's
subsidiaries, as well as any cable television systems Charter Operating
subsequently acquires. The term of the revised management agreement is ten
years.
The revised management agreement provided that Charter Operating would pay
Charter Investment, Inc. a management fee equal to its actual costs to provide
these services and a management fee of 3.5% of gross revenues. Gross revenues
include all revenues from the operation of Charter Operating's cable systems,
including, without limitation, subscriber payments, advertising revenues, and
revenues from other services provided by Charter Operating's cable systems.
Gross revenues do not include interest income or income from investments
unrelated to our cable systems.
Payment of the management fee to Charter Investment, Inc. is permitted
under Charter Operating's current credit facilities, but ranks below Charter
Operating's payment obligations under its credit facilities. In the event any
portion of the management fee due and payable is not paid by Charter Operating,
it is deferred and accrued as a liability. Any deferred amount of the management
fee will bear interest at the rate of 10% per annum, compounded annually, from
the date it was due and payable until the date it is paid. As of December 31,
1999, no interest had accrued.
Pursuant to the terms of the revised management agreement, Charter
Operating agreed to indemnify and hold harmless Charter Investment, Inc. and its
shareholders, directors, officers and employees. This indemnity extends to any
and all claims or expenses, including reasonable attorneys' fees, incurred by
them in connection with any action not constituting gross negligence or willful
misconduct taken by them in good faith in the discharge of their duties to
Charter Operating.
73
<PAGE> 74
The total management fees, including expenses, earned by Charter
Investment, Inc. under all management agreements were as follows:
<TABLE>
<CAPTION>
TOTAL FEES
YEAR FEES PAID EARNED
- ---- --------- ----------
(IN THOUSANDS)
<S> <C> <C>
Year Ended December 31, 1999................................ $ 48,528 $ 54,330
Year Ended December 31, 1998................................ 17,073 27,500
Year Ended December 31, 1997................................ 14,772 20,290
Year Ended December 31, 1996................................ 11,792 15,443
</TABLE>
As of December 31, 1999, approximately $25.4 million remains unpaid under
all management agreements.
ASSIGNMENT AND AMENDMENT OF REVISED CHARTER OPERATING MANAGEMENT
AGREEMENT. On November 12, 1999, Charter Investment, Inc. assigned to Charter
Communications, Inc. all of its rights and obligations under the revised Charter
Operating management agreement. In connection with the assignment, the revised
Charter Operating management agreement was amended to eliminate the 3.5%
management fee. Under the amended agreement, Charter Communications, Inc. is
entitled to reimbursement from Charter Operating for all of its expenses, costs,
losses, liabilities and damages paid or incurred by it in connection with the
performance of its services under the amended agreement, with no cap on the
amount of reimbursement.
MANAGEMENT AGREEMENT WITH CHARTER COMMUNICATIONS, INC. On November 12,
1999, Charter Communications, Inc. entered into a management agreement with
Charter Communications Holding Company. Under this agreement, Charter
Communications, Inc. manages and operates the cable television systems owned or
to be acquired by Charter Communications Holding Company and its subsidiaries,
to the extent such cable systems are not subject to management agreements
between Charter Communications, Inc. and specific subsidiaries of Charter
Communications Holding Company.
The terms of this management agreement are substantially similar to the
terms of the Charter Operating management agreement. Charter Communications,
Inc. is entitled to reimbursement from Charter Communications Holding Company
for all expenses, costs, losses, liabilities and damages paid or incurred by
Charter Communications, Inc. in connection with the performance of its services,
which expenses will include any fees Charter Communications, Inc. is obligated
to pay under the mutual services agreement described below. There is no cap on
the amount of reimbursement to which Charter Communications, Inc. is entitled.
MUTUAL SERVICES AGREEMENT WITH CHARTER INVESTMENT, INC. Charter
Communications, Inc. has only thirteen employees, all of whom are also executive
officers of Charter Investment, Inc. Effective November 12, 1999, Charter
Communications, Inc. and Charter Investment, Inc. entered into a mutual services
agreement pursuant to which each entity provides services to the other as may be
reasonably requested in order to manage Charter Communications Holding Company
and to manage and operate the cable systems owned by its subsidiaries, including
Charter Holdings. In addition, officers of Charter Investment, Inc. also serve
as officers of Charter Communications, Inc. The officers and employees of each
entity are available to the other to provide the services described above. All
expenses and costs incurred with respect to the services provided are paid by
Charter Communications, Inc. Charter Communications, Inc. will indemnify and
hold harmless Charter Investment, Inc. and its directors, officers and employees
from and against any and all claims that may be made against any of them in
connection with the mutual services agreement except due to its or their gross
negligence or willful misconduct. The term of the mutual services agreement is
ten years, commencing on November 12, 1999, and the agreement may be terminated
at any time by either party upon thirty days' written notice to the other.
FALCON MANAGEMENT AGREEMENT. On November 12, 1999, Falcon Cable
Communications, a parent company of the Falcon operating companies, entered into
a management consulting agreement with Charter Communications, Inc. pursuant to
which Charter Communications, Inc. agreed to provide certain management and
consulting services to Falcon and its subsidiaries. The term of the management
agreement is ten
74
<PAGE> 75
years. The management agreement provides that Falcon will pay Charter
Communications, Inc. a management fee equal to its actual costs to provide these
services but limited to 5% of gross revenues.
Gross revenues include all revenues from the operation of Falcon's cable
systems, including, without limitation, subscriber payments, advertising
revenues, and revenues from other services provided by Falcon's cable systems.
Gross revenues do not include interest income or income from investments
unrelated to cable systems.
Payment of the management fee is permitted under Falcon's current credit
facilities, but ranks below Falcon's senior debt and shall not be paid except to
the extent allowed under the Falcon credit facilities. In the event any portion
of the management fee due and payable is not paid by Falcon, it is deferred and
accrued as a liability. Any deferred amount of the management fee will bear
interest at the rate of 10% per annum, compounded annually, from the date it was
due and payable until the date it is paid.
FANCH MANAGEMENT AGREEMENT. On November 12, 1999, CC VI Operating Company,
LLC, the parent company of the Fanch operating companies, entered into a
management consulting agreement with Charter Communications, Inc. pursuant to
which Charter Communications, Inc. agreed to provide certain management and
consulting services to Fanch and its subsidiaries. The term of the management
agreement is ten years. The management agreement provides that Fanch will pay
Charter Communications, Inc. a management fee equal to its actual costs to
provide these services but limited to 5% of gross revenues.
Gross revenues include all revenues from the operation of Fanch's cable
systems, including, without limitation, subscriber payments, advertising
revenues, and revenues from other services provided by Fanch's cable systems.
Gross revenues do not include interest income or income from investments
unrelated to cable systems.
Payment of the management fee is permitted under Fanch's current credit
facilities, but ranks below Fanch's senior debt and shall not be paid except to
the extent allowed under the Fanch credit facilities. In the event any portion
of the management fee due and payable is not paid by Fanch, it is deferred and
accrued as a liability. Any deferred amount of the management fee will bear
interest at the rate of 10% per annum, compounded annually, from the date it was
due and payable until the date it is paid.
AVALON MANAGEMENT ARRANGEMENT. Under the Avalon limited liability company
agreements, Charter Communications, Inc. agreed to provide certain management
and consulting services to CC Michigan, CC New England and their subsidiaries.
Under these arrangements, CC Michigan and CC New England will pay Charter
Communications, Inc. a management fee equal to their actual costs to provide
these services but limited to 2% of gross revenues.
Gross revenues include all revenues from the operation of the Avalon cable
systems, including, without limitation, subscriber payments, advertising
revenues, and revenues from other services provided by Avalon's cable systems.
Gross revenues do not include interest income or income from investments
unrelated to cable systems.
Payment of the management fee is permitted under the current credit
facilities of CC Michigan and CC New England, but ranks below the senior debt of
such companies and shall not be paid except to the extent allowed under such
credit facilities. In the event any portion of the management fee due and
payable is not paid by CC Michigan or CC New England, it is deferred and accrued
as a liability. Any deferred amount of the management fee will bear interest at
the rate of 10% per annum, compounded annually, from the date it was due and
payable until the date it is paid.
BRESNAN MANAGEMENT AGREEMENT. On February 14, 2000, CC VIII Operating LLC,
parent of the Bresnan cable systems, and several wholly owned subsidiaries,
entered into a management consulting agreement with Charter Communications, Inc.
pursuant to which Charter Communications, Inc. agreed to provide certain
management and consulting services to the Bresnan cable systems. The management
agreement provides that Bresnan will pay Charter Communications, Inc. a
management fee equal to its actual cost to provide these services without
limitation as to the amount. The term of the management agreement is ten years.
75
<PAGE> 76
Payment of the management fee is permitted under the Bresnan credit
facilities, but shall not be paid except to the extent allowed under the Bresnan
credit facilities. In the event that any portion of the management fee due and
payable is not paid by Bresnan, it is deferred and accrued as a liability. Any
deferred amount of the management fee will bear interest at the rate of 10% per
annum, compounded annually, from the date it was due and payable until the date
it is paid.
CONSULTING AGREEMENT
On March 10, 1999, Charter Holdings entered into a consulting agreement
with Vulcan Northwest and Charter Investment, Inc. Pursuant to the terms of the
consulting agreement, Charter Holdings retained Vulcan Northwest and Charter
Investment, Inc. to provide advisory, financial and other consulting services
with respect to acquisitions of the business, assets or stock of other companies
by Charter Holdings or by any of its affiliates. Such services include
participation in the evaluation, negotiation and implementation of these
acquisitions. The agreement expires on December 31, 2000, and automatically
renews for successive one-year terms unless otherwise terminated.
All reasonable out-of-pocket expenses incurred by Vulcan Northwest and
Charter Investment, Inc. are Charter Holdings' responsibility and must be
reimbursed. Charter Holdings must also pay Vulcan Northwest and Charter
Investment, Inc. a fee for their services rendered for each acquisition made by
Charter Holdings or any of its affiliates. This fee equals 1% of the aggregate
value of such acquisition. Neither Vulcan Northwest nor Charter Investment, Inc.
received or will receive a fee in connection with the American Cable,
Renaissance, Greater Media, Helicon, Vista, Cable Satellite, InterMedia, Rifkin,
Avalon, Falcon, Fanch and Bresnan acquisitions. No such fee is or would be
payable to either Vulcan Northwest or Charter Investment, Inc. in connection
with the Swap Transaction if that transaction is completed. Charter Holdings has
also agreed to indemnify and hold harmless Vulcan Northwest and Charter
Investment, Inc., and their respective officers, directors, stockholders,
agents, employees and affiliates, for all claims, actions, demands and expenses
that arise out of this consulting agreement and the services they provide to
Charter Holdings.
Mr. Allen owns 100% of Vulcan Northwest and is the Chairman of the board.
William D. Savoy, another of Charter Communications, Inc.'s directors, is the
President and a director of Vulcan Northwest.
TRANSACTIONS WITH MR. ALLEN
On December 21, 1998, Mr. Allen contributed approximately $431 million to
Charter Investment, Inc. and received non-voting common stock of Charter
Investment, Inc. Such non-voting common stock was converted to voting common
stock on December 23, 1998.
On December 23, 1998, Mr. Allen contributed approximately $1.3 billion to
Charter Investment, Inc. and received voting common stock of Charter Investment,
Inc. Additionally, Charter Investment, Inc. borrowed approximately $6.2 million
in the form of a bridge loan from Mr. Allen. This bridge loan was contributed by
Mr. Allen to Charter Investment, Inc. in March 1999. No interest on such bridge
loan was accrued or paid by Charter Investment, Inc. On the same date, Mr. Allen
also contributed approximately $223.5 million to Vulcan Cable II, Inc., a
company owned by Mr. Allen. Vulcan II was merged with and into Charter
Investment, Inc.
On January 5, 1999, Charter Investment, Inc. borrowed approximately $132.2
million in the form of a bridge loan from Mr. Allen. This bridge loan was
contributed by Mr. Allen to Charter Investment, Inc. in March 1999. No interest
on such bridge loan was accrued or paid by Charter Investment, Inc. On the same
date, Mr. Allen also acquired additional voting common stock of Charter
Investment, Inc. from Jerald L. Kent, Howard L. Wood and Barry L. Babcock for an
aggregate purchase price of approximately $176.7 million.
On January 11, 1999, Charter Investment, Inc. borrowed $25 million in the
form of a bridge loan from Mr. Allen. This bridge loan was contributed by Mr.
Allen to Charter Investment, Inc. in March 1999. No interest on such bridge loan
was accrued or paid by Charter Investment, Inc.
76
<PAGE> 77
On March 16, 1999, Charter Investment, Inc. borrowed approximately $124.8
million in the form of a bridge loan from Mr. Allen. This bridge loan was
contributed by Mr. Allen to Charter Investment, Inc. in March 1999. No interest
on such bridge loan was accrued or paid by Charter Investment, Inc.
The $431 million contribution was used to redeem stock of certain
shareholders in Charter Investment, Inc. The $1.3 billion and $223.5 million
contributions by Mr. Allen were used by Charter Investment, Inc. to purchase the
remaining interest in CCA Group and CharterComm Holdings. All other
contributions to Charter Investment, Inc. by Mr. Allen were used in operations
of Charter Investment, Inc. and were not contributed to Charter Holdings.
On August 10, 1999, Vulcan Cable III Inc. purchased 24.1 million Charter
Communications Holding Company membership units for $500 million. On September
22, 1999, Mr. Allen, through Vulcan Cable III Inc., contributed an additional
$825 million, consisting of approximately $644.3 million in cash and
approximately $180.7 million in equity interests in Rifkin that Vulcan Cable III
Inc. had acquired in the Rifkin acquisition in exchange for 39.8 million Charter
Communications Holding Company membership units. Charter Communications Holding
Company in turn contributed the cash and equity interests to Charter Holdings.
As part of the membership interests purchase agreement, Vulcan Ventures
Incorporated, Charter Communications, Inc., Charter Investment, Inc. and Charter
Communications Holding Company entered into an agreement on September 21, 1999
regarding the right of Vulcan Ventures to use up to eight of our digital cable
channels. Specifically, we will provide Vulcan Ventures with exclusive rights
for carriage of up to eight digital cable television programming services or
channels on each of the digital cable television systems with local control of
the digital product now or hereafter owned, operated, controlled or managed by
us of 550 megahertz or more. If the system offers digital services but has less
than 550 megahertz of capacity, then the programming services will be equitably
reduced. Upon request of Vulcan Ventures, we will attempt to reach a
comprehensive programming agreement pursuant to which we will pay the
programmer, if possible, a fee per digital subscriber. If such fee arrangement
is not achieved, then we and the programmer shall enter into a standard
programming agreement. We believe that this transaction is on terms at least as
favorable to us as Mr. Allen would negotiate with other cable operators.
In November 1999, in connection with Charter Communications, Inc.'s initial
public offering, Mr. Allen, through Vulcan Cable III Inc., purchased $750
million of membership units of Charter Communications Holding Company at a per
membership unit price equal to the net initial public offering price.
During the second and third quarters of 1999, one of our subsidiaries sold
interests in several airplanes to Mr. Allen for approximately $8 million. We
believe that the purchase price paid by Mr. Allen for these interests was the
fair market price.
ALLOCATION OF BUSINESS OPPORTUNITIES WITH MR. ALLEN
As described under "-- Business Relationships," Mr. Allen and a number of
his affiliates have interests in various entities that provide services or
programming to a number of our subsidiaries. Given the diverse nature of Mr.
Allen's investment activities and interests, and to avoid the possibility of
future disputes as to potential business, Charter Communications Holding Company
and Charter Communications, Inc., under the terms of their respective
organizational documents, may not, and may not allow their subsidiaries to,
engage in any business transaction outside the cable transmission business
except for the joint venture with Broadband Partners and incidental businesses
engaged in as of the closing of the initial public offering of Charter
Communications, Inc. This restriction will remain in effect until all of the
shares of Charter Communications, Inc.'s high-vote Class B common stock have
been converted into shares of Class A common stock due to Mr. Allen's equity
ownership falling below specified threshholds.
Should Charter Communications, Inc. or Charter Communications Holding
Company wish to pursue, or allow their subsidiaries to pursue, a business
transaction outside of this scope, it must first offer Mr. Allen the opportunity
to pursue the particular business transaction. If he decides not to do so and
consents to Charter Communications, Inc., Charter Communications Holding Company
or any of their subsidiaries engaging in
77
<PAGE> 78
the business transaction, it will be able to do so. In any such case, the
restated certificate of incorporation and the limited liability company
agreement of Charter Communications, Inc. and Charter Communications Holding
Company would be amended accordingly to appropriately modify the current
restrictions on their ability to engage in any business other than the cable
transmission business. The cable transmission business means the business of
transmitting video, audio, including telephony, and data over cable television
systems owned, operated or managed by Charter Communications, Inc., Charter
Communications Holding Company or any of their subsidiaries from time to time.
The businesses of RCN Corporation, a company in which Mr. Allen has made a
significant investment, are not considered cable transmission businesses under
these provisions. See "-- Business Relationships -- RCN Corporation."
Under Delaware corporate law, each director of Charter Communications,
Inc., including Mr. Allen, is generally required to present to Charter
Communications, Inc. any opportunity he or she may have to acquire any cable
transmission business or any company whose principal business is the ownership,
operation or management of cable transmission businesses so that we may
determine whether we wish to pursue such opportunities. However, Mr. Allen and
the other directors generally will not have an obligation to present to Charter
Communications, Inc. other business opportunities and they may exploit such
opportunities for their own account.
ASSIGNMENTS OF ACQUISITIONS
On January 1, 1999, Charter Investment, Inc. entered into a membership
purchase agreement with ACEC Holding Company, LLC for the acquisition of
American Cable. On February 23, 1999, Charter Investment, Inc. assigned its
rights and obligations under this agreement to one of our subsidiaries, Charter
Communications Entertainment II, LLC, effective as of March 8, 1999, or such
earlier date as mutually agreed to by the parties. The acquisition of American
Cable was completed in May 1999.
On February 17, 1999, Charter Investment, Inc. entered into an asset
purchase agreement with Greater Media, Inc. and Greater Media Cablevision, Inc.
for the acquisition of the Greater Media systems. On February 23, 1999, Charter
Investment, Inc. assigned its rights and obligations under this agreement to one
of our subsidiaries, Charter Communications Entertainment I, LLC. The
acquisition of the Greater Media systems was completed in June 1999.
On April 26, 1999, Charter Investment, Inc. entered into a purchase and
sale agreement with InterLink Communications Partners, LLLP and the other
sellers listed on the signature pages of the agreement. On June 30, 1999,
Charter Investment, Inc. assigned its rights and obligations under this
agreement to Charter Operating. The acquisition contemplated by these agreements
was completed in September 1999.
On April 26, 1999, Charter Investment, Inc. entered into a purchase and
sale agreement with Rifkin Acquisition Partners L.L.L.P and the other sellers
listed on the signature pages of the agreement. On June 30, 1999, Charter
Investment, Inc. assigned its rights and obligations under this agreement to
Charter Operating. The acquisition contemplated by these agreements was
completed in September 1999.
On April 26, 1999, Charter Investment, Inc. entered into the RAP indemnity
agreement with InterLink Communications Partners, LLLP and the other sellers and
InterLink partners listed on the signature pages of the agreement. On June 30,
1999, Charter Investment, Inc. assigned its rights and obligations under this
agreement to Charter Operating.
In May 1999, Charter Investment, Inc. entered into the Falcon purchase
agreement. As of June 22, 1999, pursuant to the first amendment to the Falcon
purchase agreement, Charter Investment, Inc. assigned its rights under the
Falcon purchase agreement to Charter LLC, a subsidiary of Charter Communications
Holding Company.
In May 1999, Charter Investment, Inc. entered into the Fanch purchase
agreement. On September 21, 1999, Charter Investment, Inc. assigned its rights
and obligations to purchase stock interests under this agreement to Charter
Communications Holding Company and its rights and obligations to purchase
partnership interests and assets under this agreement to Charter Communications
VI, LLC, an indirect wholly owned subsidiary of Charter Communications Holding
Company.
78
<PAGE> 79
In December 1999, Charter Communications Holding Company entered into
contribution and sale agreements with three of its indirect subsidiaries. In
these agreements, Charter Communications Holding Company transferred to us the
equity interests it held in the entities that owned Fanch, Falcon and Avalon
Cable Systems.
In June 1999, Charter Communications Holding Company entered into the
Bresnan purchase agreement. In February 2000, Charter Communications Holding
Company assigned its rights under the Bresnan purchase agreement to purchase
certain assets to us and we accepted such assignment and assumed all obligations
of Charter Communications Holding Company under the Bresnan purchase agreement.
INTERCOMPANY LOANS
In November 1999, Charter Communications Holding Company loaned $856
million to Charter Operating, maturing March 18, 2009. As of December 31, 1999,
the loan bore interest at a rate of 7.82% per year. In January 2000, Charter
Communications Holding Company loaned an additional $66 million to Charter
Operating, maturing March 18, 2009 with an interest rate of 7.79%. In February
2000, Charter Operating repaid $540 million. Accordingly, $382 million remained
outstanding as of February 29, 2000.
In November 1999, Charter Communications Holding Company loaned $21 million
to CC VI Operating Company, LLC, maturing November 30, 2009. The funds were used
by CC VI Operating Company to pay down a portion of amounts outstanding under
the Fanch credit facilities. Effective December 31, 1999, Charter Communications
Holding Company forgave the amounts outstanding, including accrued and unpaid
interest of approximately $314,000, and contributed such amounts to CC VI
Holdings, LLC, the parent company of the Fanch companies.
In November 1999, Charter Communications Holding Company loaned $173.0
million to Falcon Cable Communications, LLC, maturing December 31, 2008. As of
December 31, 1999, the loan bore interest at a rate of 7.57% per year. In
January 2000, Charter Communications Holding Company loaned an additional $373
million to Falcon Cable Communications with an interest rate of 7.54%. Falcon
Cable Communications repaid the entire outstanding balances.
OTHER AGREEMENTS
Mr. Kent has entered into an employment agreement with Charter
Communications, Inc. We have summarized this agreement in "Directors and
Executive Officers -- Employment Agreement."
Effective as of December 23, 1998, Barry L. Babcock entered into an
employment agreement with Charter Investment, Inc. for a one-year term with
automatic one-year renewals. Under this agreement, Mr. Babcock agreed to serve
as Vice Chairman of Charter Investment, Inc. with responsibilities including the
government and public relations of Charter Investment, Inc. During the initial
term of the agreement, Mr. Babcock was entitled to receive a base salary of
$625,000, or such higher rate as may have been determined by the Chief Executive
Officer in his discretion. This employment agreement was terminated in October
1999. Pursuant to the termination agreement, Mr. Babcock received an amount
equal to his base salary for the remaining month of the term plus a $312,500
bonus. In addition, the options held by Mr. Babcock vested in full.
Effective as of November 12, 1999, Charter Communications, Inc. entered
into a consulting agreement with Mr. Babcock which expires in March 2000. During
the term of this agreement, Mr. Babcock receives monthly cash compensation at a
rate of $10,000 per month, disability and health benefits and the use of an
office and secretarial services, upon request. Charter Communications, Inc. will
indemnify and hold harmless Mr. Babcock to the maximum extent permitted by law
from and against any claims, damages, liabilities, losses, costs or expenses
incurred in connection with or arising out of the performance by Mr. Babcock of
his duties.
Effective as of December 23, 1998, Howard L. Wood entered into an
employment agreement with Charter Investment, Inc. for a one-year term with
automatic one-year renewals. Under this agreement, Mr. Wood agreed to serve as
an officer of Charter Investment, Inc. During the initial term of the agreement,
79
<PAGE> 80
Mr. Wood was entitled to receive a base salary for the remaining month of the
term of $312,500, or such higher rate as determined by the Chief Executive
Officer in his discretion. In addition, Mr. Wood was eligible to receive an
annual bonus to be determined by the board of directors in its discretion. Mr.
Wood received a one-time payment as part of his employment agreement of
$250,000. Under the agreement, Mr. Wood was entitled to participate in any
disability insurance, pension or other benefit plan afforded to employees
generally or executives of Charter Investment, Inc. Charter Investment, Inc.
agreed to indemnify and hold harmless Mr. Wood to the maximum extent permitted
by law from and against any claims, damages, liabilities, losses, costs or
expenses incurred in connection with or arising out of the performance by Mr.
Wood of his duties. Effective on November 12, 1999, this employment agreement
ceased to be effective. Mr. Wood received an amount equal to his base salary for
the remaining month of the term plus a bonus of $312,500. In addition, the
options then held by Mr. Wood vested in full.
Effective as of November 12, 1999, Charter Communications, Inc. entered
into a consulting agreement with Howard L. Wood. In connection with this
agreement, Mr. Wood received options to purchase 40,000 membership units of
Charter Communications Holding Company, which vested immediately. Upon exercise
of such options, the membership units received are immediately exchanged for
shares of Charter Communications, Inc. Class A common stock on a one-for-one
basis. The consulting agreement has a one-year term with automatic one-year
renewals. Under this agreement, Mr. Wood provides consulting services to Charter
Communications, Inc. and will also be responsible for such other duties as the
Chief Executive Officer determines. During the term of this agreement, Mr. Wood
will receive annual cash compensation initially at a rate of $60,000. In
addition, Mr. Wood is entitled to receive health benefits as well as use of an
office and a full-time secretary. Charter Communications, Inc. will indemnify
and hold harmless Mr. Wood to the maximum extent permitted by law from and
against any claims, damages, liabilities, losses, costs or expenses incurred in
connection with or arising out of the performance by him of his duties.
A company controlled by Mr. Wood occasionally leases to Charter
Communications, Inc. and its subsidiaries and affiliates an airplane for
business travel. Charter Communications, Inc. or its subsidiaries or affiliates,
as applicable, in turn, pay to such company market rates for such use. When Mr.
Wood uses the plane for personal matters, Charter Communications, Inc. has
agreed to provide, if available, Charter-employed airplane operating personnel.
This agreement with Mr. Wood is not in writing.
In addition, Mr. Wood's daughter, a Vice President of Charter
Communications, Inc., received a bonus in the form of a three-year promissory
note bearing interest at 7% per year. One-third of the original outstanding
principal amount of the note is forgiven as long as she remains employed by
Charter Communications, Inc. at the end of each of the first three anniversaries
of the issue date in February 1999. The outstanding balance on the note as of
February 20, 2000 was $150,000.
Effective as of May 25, 1999, Marc B. Nathanson entered into a letter
agreement with Charter Communications, Inc. for a three-year term. Under this
agreement, Mr. Nathanson agreed to serve as Vice-Chairman and as a director of
Charter Communications, Inc. During the term of this agreement, Mr. Nathanson
will receive a benefit equivalent to $193,197 per year, which amount is being
paid by Charter Communications, Inc. to a company controlled by Mr. Nathanson.
In addition, Mr. Nathanson is entitled to the rights and benefits provided to
other directors of Charter Communications, Inc. Charter Communications, Inc.
will indemnify and hold harmless Mr. Nathanson to the maximum extent permitted
by law from and against any claims, damages, liabilities, losses, costs or
expenses incurred in connection with or arising out of the performance by Mr.
Nathanson of his duties.
INSURANCE
Insurance covering our operations and workers' compensation coverage is
negotiated by our manager, which was Charter Investment, Inc. prior to November
8, 1999 and thereafter Charter Communications, Inc.
Charter Holdings expensed approximately $13,797,000 for the year ended December
31, 1999, approximately $603,000 for the year ended December 31, 1998,
approximately $172,100 for the year ended December 31, 1997, and approximately
$108,000, for the year ended December 31, 1996, relating to insurance
allocations.
80
<PAGE> 81
OTHER RELATIONSHIPS
David L. McCall, Senior Vice President of Operations -- Eastern Division,
is a partner in a partnership that leases office space to us. The partnership
has received approximately $177,500 pursuant to such lease and related
agreements for the year ended December 31, 1999. In addition, approximately
$646,000 was paid in 1999 to a construction company controlled by Mr. McCall's
brother, Marvin A. McCall.
In January 1999, Charter Investment, Inc. issued bonuses to executive
officers in the form of three-year promissory notes. One-third of the original
outstanding principal amount of each of these notes is forgiven, as long as the
employee is still employed by Charter Investment, Inc. or any of its affiliates,
at the end of each of the first three anniversaries of the issue date. The
promissory notes bear interest at 7% per year. Outstanding balances as of
February 29, 2000 are as follows:
<TABLE>
<CAPTION>
INDIVIDUAL AMOUNT
---------- --------
<S> <C>
David G. Barford.................................. $300,000
Mary Pat Blake.................................... $300,000
Eric A. Freesmeier................................ $300,000
Thomas R. Jokerst................................. $300,000
Kent D. Kalkwarf.................................. $300,000
Ralph G. Kelly.................................... $300,000
David L. McCall................................... $300,000
John C. Pietri.................................... $150,000
Steven A. Schumm.................................. $600,000
Curtis S. Shaw.................................... $300,000
Stephen E. Silva.................................. $200,000
</TABLE>
Marc B. Nathanson was the Chairman of the board of directors of Falcon
Holding Group, Inc., which was the general partner of Falcon Holding Group, L.P.
from whom the Falcon cable systems were acquired.
BUSINESS RELATIONSHIPS
Paul G. Allen or certain affiliates of Mr. Allen own equity interests or
warrants to purchase equity interests in various entities which provide a number
of our affiliates with services or programming. Among these entities are High
Speed Access Corp., WorldGate Communications, Inc., Wink Communications, Inc.,
ZDTV, L.L.C., USA Networks, Oxygen Media, Inc., Broadband Partners LLC, Go2Net,
Inc. and RCN Corporation. These affiliates include Charter Investment, Inc. and
Vulcan Ventures, Inc. Mr. Allen owns 100% of the equity of Vulcan Ventures, and
is its Chief Executive Officer. Mr. Savoy is also a Vice President and a
director of Vulcan Ventures. The various cable, Internet and telephony companies
that Mr. Allen has invested in may mutually benefit one another. The Broadband
Partners Internet portal joint venture announced in the fourth quarter of 1999
is an example of a cooperative business relationship among his affiliated
companies. We can give no assurance, nor should you expect, that this joint
venture will be successful, that we will realize any benefits from this or other
relationships with Mr. Allen's affiliated companies or that we will enter into
any joint ventures or business relationships in the future with Mr. Allen's
affiliated companies.
Mr. Allen and his affiliates have made, and in the future likely will make,
numerous investments outside of us and our business. We cannot assure you that,
in the event that we or any of our subsidiaries enter into transactions in the
future with any affiliate of Mr. Allen, such transactions will be on terms as
favorable to us as terms we might have obtained from an unrelated third party.
Also, conflicts could arise with respect to the allocation of corporate
opportunities between us and Mr. Allen and his affiliates.
We have not instituted any formal plan or arrangement to address potential
conflicts of interest.
HIGH SPEED ACCESS. High Speed Access is a provider of high-speed Internet
access over cable modems. In November 1998, Charter Investment, Inc. entered
into a systems access and investment agreement with
81
<PAGE> 82
Vulcan Ventures and High Speed Access and a related network services agreement
with High Speed Access. Additionally, Vulcan Ventures and High Speed Access
entered into a programming content agreement. Charter Investment Inc.'s rights
and obligations under these agreements were assigned by Charter Investment, Inc.
to Charter Communications Holding Company upon closing of Charter
Communications, Inc's initial public offering. Under these agreements, High
Speed Access will have exclusive access to at least 750,000 of our homes with an
installed cable drop from our cable system or which is eligible for a cable drop
by virtue of our cable system passing the home. The term of the systems access
and investment agreement continues until midnight of the day High Speed Access
ceases to provide High Speed Access services to cable subscribers in any
geographic area or region. The term of the network services agreement is, as to
a particular cable system, five years from the date revenue billing commences
for that cable system. Following the five year initial term, the network
services agreement automatically renews itself on a year-to-year basis.
Additionally, Charter Communications Holding Company can terminate High Speed
Access' exclusivity rights, on a system-by-system basis, if High Speed Access
fails to meet performance benchmarks or otherwise breaches the agreements
including their commitment to provide content designated by Vulcan Ventures. The
programming content agreement is effective until terminated for any breach and
will automatically terminate upon the expiration of the systems access and
investment agreement. During the term of the agreements, High Speed Access has
agreed not to deploy WorldGate, Web TV, digital television or related products
in the market areas of any committed system or in any area in which we operate a
cable system. All of Charter Communications Holding Company's operations take
place at the subsidiary level and it is as subsidiaries of Charter
Communications Holding Company that we derive our rights and obligations with
respect to High Speed Access. Under the terms of the network services agreement,
we split revenue with High Speed Access based on set percentages of gross
revenues in each category of service. The programming content agreement provides
each of Vulcan Ventures and High Speed Access with a license to use certain
content and materials of the other on a non-exclusive, royalty-free basis.
Operations began in the first quarter of 1999. Net receipts from High Speed
Access for the year ended December 31, 1999 were approximately $461,000.
Concurrently with entering into these agreements, High Speed Access issued
8 million shares of series B convertible preferred stock to Vulcan Ventures at a
purchase price of $2.50 per share. Vulcan Ventures also subscribed to purchase
2.5 million shares of series C convertible preferred stock, at a purchase price
of $5.00 per share on or before November 25, 2000, and received an option to
purchase an additional 2.5 million shares of series C convertible preferred
stock at a purchase price of $5.00 per share. In April 1999, Vulcan Ventures
purchased the entire 5 million shares of series C convertible preferred stock
for $25 million in cash. The shares of series B and series C convertible
preferred stock issued to Vulcan Ventures automatically converted at a price of
$3.23 per share into 20.15 million shares of common stock upon completion of
High Speed Access' initial public offering in June 1999.
Additionally, High Speed Access granted Vulcan Ventures warrants to
purchase up to 5,006,500 shares of common stock at a purchase price of $5.00 per
share. These warrants were converted to warrants to purchase up to 7,750,000
shares of common stock at a purchase price of $3.23 per share upon completion of
High Speed Access' initial public offering. The warrants were subsequently
assigned to Charter Communications Holding Company. The warrants are exercisable
at the rate of 1.55 shares of common stock for each home passed in excess of
750,000. On or before July 31, 2001 3.875 million warrants may be earned. These
warrants must be exercised on or before July 31, 2002. In addition, 3.875
million warrants may be earned on or before July 31, 2003 and must be exercised
on or before July 31, 2004. The warrants may be forfeited in certain
circumstances, generally if the number of homes passed in a committed system is
reduced.
In May 1999, Charter Investment, Inc. and High Speed Access entered into a
limited service agreement which reduced the number of warrants issued per home
passed in exchange for a reduction in the revenue share per end user and a more
beneficial cost sharing arrangement for High Speed Access in certain specified
cable systems. Under the terms of this limited service agreement, Charter
Communications Holding Company will earn only one warrant per every three homes
passed if it commits systems totaling less than 1 million homes passed, and one
warrant for every two homes passed if the systems total 1 million or more homes
passed.
82
<PAGE> 83
Jerald L. Kent, our President and Chief Executive Officer and a director of
the issuers of the notes and of Charter Communications Holding Company and
Charter Communications, Inc. Stephen E. Silva, our Senior Vice
President -- Corporate Development and Technology, and Mr. Savoy, a member of
the boards of directors of Charter Holdings, Charter Communications Holding
Company and Charter Communications, Inc. are all members of the board of
directors of High Speed Access Corp.
WORLDGATE. WorldGate is a provider of Internet access through cable
television systems. On November 7, 1997, Charter Investment, Inc. signed an
affiliation agreement with WorldGate pursuant to which WorldGate's services will
be offered to some of our customers. This agreement was assigned by Charter
Investment, Inc. to Charter Communications Holding Company upon the closing of
Charter Communications, Inc.'s initial public offering. The term of the
agreement is five years unless terminated by either party for failure of the
other party to perform any of its obligations or undertakings required under the
agreement. The agreement automatically renews for additional successive two-year
periods upon expiration of the initial five-year term. All of Charter
Communications Holding Company's operations take place at the subsidiary level
and it is as subsidiaries of Charter Communications Holding Company that we
derive our rights and obligations with respect to WorldGate. Pursuant to the
agreement, we have agreed to use our reasonable best efforts to deploy the
WorldGate Internet access service within a portion of our cable television
systems and to install the appropriate headend equipment in all of our major
markets in those systems. Major markets for purposes of this agreement include
those in which we have more than 25,000 customers. We incur the cost for the
installation of headend equipment. In addition, we have agreed to use our
reasonable best efforts to deploy such service in all non-major markets that are
technically capable of providing interactive pay-per-view service, to the extent
we determine that it is economically practical. When WorldGate has a telephone
return path service available, we will, if economically practical, use all
reasonable efforts to install the appropriate headend equipment and deploy the
WorldGate service in our remaining markets. Telephone return path service is the
usage of telephone lines to connect to the Internet to transmit data or receive
data. We have also agreed to market the WorldGate service within our market
areas. We pay a monthly subscriber access fee to WorldGate based on the number
of subscribers to the WorldGate service. We have the discretion to determine
what fees, if any, we will charge our subscribers for access to the WorldGate
service. We started offering WorldGate service in 1998. For the year ended
December 31, 1999, we paid to WorldGate approximately $1,661,000. For the year
ended December 31, 1998, we paid to WorldGate approximately $276,000. We charged
our subscribers approximately $263,000 for the year ended December 31, 1999, and
approximately $22,000 for the year ended December 31, 1998.
On November 24, 1997, Charter Investment, Inc. acquired 70,423 shares of
WorldGate's series B preferred stock at a purchase price of $7.10 per share.
These shares of WorldGate's series B preferred stock were assigned to Charter
Communications Holding Company upon the closing of Charter Communications Inc.'s
initial public offering. On February 3, 1999, a subsidiary of Charter Holdings
acquired 90,909 shares of series C preferred stock at a purchase price of $11.00
per share. As a result of a stock split and WorldGate's initial public offering,
each share of series B preferred stock converted into two-thirds of a share of
WorldGate's common stock, and each share of series C preferred stock converted
into two-thirds of a share of WorldGate's common stock.
WINK. Wink offers an enhanced broadcasting system that adds interactivity
and electronic commerce opportunities to traditional programming and
advertising. Viewers can, among other things, find news, weather and sports
information on-demand and order products through use of a remote control. On
October 8, 1997, Charter Investment, Inc. signed a cable affiliation agreement
with Wink to deploy this enhanced broadcasting technology in our systems.
This agreement was assigned by Charter Investment, Inc. to Charter
Communications Holding Company upon the closing of Charter Communications,
Inc.'s initial public offering. The term of the agreement is three years. Either
party has the right to terminate the agreement for the other party's failure to
comply with any of its respective material obligations under the agreement. All
of Charter Communications Holding Company's operations take place at the
subsidiary level and it is as subsidiaries of Charter Communications Holding
Company that we derive our rights and obligations with respect to Wink. Pursuant
to the agreement, Wink granted us the non-exclusive license to use their
software to deliver the enhanced broadcasting to all of our
83
<PAGE> 84
cable systems. We pay a fixed monthly license fee to Wink. We also supply all
server hardware required for deployment of Wink services. In addition, we agreed
to promote and market the Wink service to our customers within the area of each
system in which such service is being provided. We share in the revenue Wink
generates from all fees collected by Wink for transactions generated by our
customers. The amount of revenue shared is based on the number of transactions
per month. As of December 31, 1999, no revenue or expenses have been recognized
as a result of this agreement.
On November 30, 1998, Vulcan Ventures acquired 1,162,500 shares of Wink's
series C preferred stock for approximately $9.3 million. In connection with such
acquisition, Wink issued to Vulcan Ventures warrants to purchase shares of
common stock. Additionally, Microsoft Corporation, of which Mr. Allen is a
director, owns an equity interest in Wink.
ZDTV. ZDTV operates a cable television channel which broadcasts shows
about technology and the Internet. Pursuant to a carriage agreement which
Charter Communications Holding Company intends to enter into with ZDTV, ZDTV has
agreed to provide us with programming for broadcast via our cable television
systems at no cost. The term of the proposed carriage agreement, with respect to
each of our cable systems, is from the date of launch of ZDTV on that cable
system until April 30, 2008. The carriage agreement grants us a limited
non-exclusive right to receive and to distribute ZDTV to our subscribers in
digital or analog format. The carriage agreement does not grant us the right to
distribute ZDTV over the Internet. We pay a monthly subscriber fee to ZDTV for
the ZDTV programming based on the number of our subscribers subscribing to ZDTV.
Additionally, we agreed to use commercially reasonable efforts to publicize the
programming schedule of ZDTV in each of our cable systems that offers or will
offer ZDTV. Upon reaching a specified threshold number of ZDTV subscribers,
then, in the event ZDTV inserts any informercials, advertorials and/or home
shopping into in the ZDTV programming, we receive from ZDTV a percentage of net
product revenues resulting from our distribution of these services. ZDTV may not
offer its services to any other cable operator which serves the same or fewer
number of subscribers at a more favorable rate or on more favorable carriage
terms.
On February 5, 1999, Vulcan Programming acquired an approximate one-third
interest in ZDTV. Mr. Allen owns 100% of Vulcan Programming. Mr. Savoy is the
president and director of Vulcan Programming. The remaining approximate
two-thirds interest in ZDTV is owned by Ziff-Davis Inc. Vulcan Ventures owns
approximately 3% of the interests in Ziff-Davis. The total current investment
made by Vulcan Programming and Vulcan Ventures is $104 million. On November 19,
1999, Vulcan Ventures announced that it would acquire an additional 64% in ZDTV
for $204.8 million bringing its interest in ZDTV to 97%. The remaining 3% of
ZDTV would be owned by its management and employees. The purchase was completed
on January 21, 2000.
USA NETWORKS. USA Networks operates USA Network and The Sci-Fi Channel,
which are cable television networks. USA Networks also operates Home Shopping
Network, which is a retail sales program available via cable television systems.
On May 1, 1994, Charter Investment, Inc. signed an affiliation agreement with
USA Networks.
This agreement was assigned by Charter Investment, Inc. to Charter
Communications Holding Company upon the closing of Charter Communications,
Inc.'s initial public offering. Pursuant to this affiliation agreement, USA
Networks has agreed to provide their programming for broadcast via our cable
television systems. The term of the affiliation agreement is until December 30,
1999. The affiliation agreement grants us the nonexclusive right to cablecast
the USA Network programming service. We pay USA Networks a monthly fee for the
USA Network programming service based on the number of subscribers in each of
our systems and the number and percentage of such subscribers receiving the USA
Network programming service. Additionally, we agreed to use best efforts to
publicize the schedule of the USA Network programming service in the television
listings and program guides which we distribute. We have paid to USA Networks
for programming approximately $16,740,000 for the year ended December 31, 1999,
approximately $556,000 for the year ended December 31, 1998, approximately
$204,000 for the year ended December 31, 1997, and approximately $134,000 for
the year ended December 31, 1996. In addition, we received commissions from Home
Shopping Network for sales generated by our customers totaling approximately
84
<PAGE> 85
$1,826,000 for the year ended December 31, 1999, approximately $121,000 for the
year ended December 31, 1998, approximately $62,000 for the year ended December
31, 1997, and approximately $35,000 for the year ended December 31, 1996.
Mr. Allen and Mr. Savoy are also directors of USA Networks. As of August
1999, Mr. Allen owned approximately 9.4% and Mr. Savoy owned less than 1% of the
capital stock of USA Networks.
OXYGEN MEDIA, INC. Oxygen Media provides content aimed at the female
audience for distribution over the Internet and cable television systems. Vulcan
Ventures invested $50 million in 1999 in Oxygen Media. In addition, Charter
Communications Holding Company plans to enter into a carriage agreement with
Oxygen Media pursuant to which we will carry Oxygen Media programming content on
certain of our cable systems. Nancy B. Peretsman, a director of Charter
Communications, Inc., serves on the board of directors of Oxygen Media. Mr.
Allen owns an approximate 7% interest in Oxygen.
BROADBAND PARTNERS, INC. Charter Communications, Inc. has entered into a
joint venture with Vulcan Ventures and Go2Net to provide broadband portal
services. See "Business -- Products and Services." Mr. Allen owns approximately
33% of the outstanding equity of Go2Net. Mr. Savoy, a director of Charter
Communications, Inc., is also a director of Go2Net.
RCN CORPORATION. On October 1, 1999, Vulcan Ventures entered into an
agreement to purchase shares of convertible preferred stock of RCN Corporation
for an aggregate purchase price of approximately $1.65 billion. If Vulcan
Ventures immediately converts the RCN preferred stock it has agreed to purchase
into common stock, it will own 27.4% of RCN when combined with the common stock
that Vulcan Ventures already owns. None of Charter Communications, Inc., Charter
Communications Holding Company, Charter Holdings or their respective
stockholders, members or subsidiaries, other than Vulcan Ventures, has any
interest in the RCN investment and none of them is expected to have any interest
in any subsequent investment in RCN that Vulcan Ventures may make. Charter
Communications, Inc.'s certificate of incorporation and Charter Communications
Holding Company's limited liability company agreement provide that the
businesses of RCN are not deemed to be "cable transmission businesses."
85
<PAGE> 86
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this Annual 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.
(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
or notes thereto.
(3) Exhibits (listed by numbers corresponding to the Exhibit Table of Item
601 in Regulation S-K).
(b) Reports on Form 8-K
(1) Filed September 29, 1999 to announce the completion of the Rifkin
acquisition by one of our subsidiaries and the related issuance of
membership units of our parent company.
(2) Filed October 18, 1999 to announce the completion of the InterMedia
acquisition.
86
<PAGE> 87
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Charter Communications Holdings, LLC has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHARTER COMMUNICATIONS HOLDINGS, LLC,
a registrant
By: CHARTER COMMUNICATIONS, INC.,
sole manager
By: /s/ JERALD L. KENT
--------------------------------------
Name: Jerald L. Kent
Title: President and
Chief Executive Officer
March 28, 2000
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Charter Communications Holdings Capital Corporation has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CHARTER COMMUNICATIONS
HOLDINGS CAPITAL CORPORATION,
a registrant
By: /s/ JERALD L. KENT
--------------------------------------
Jerald L. Kent
President and
Chief Executive Officer
Date: March 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated with Charter Communications, Inc., the Manager of Charter
Communications Holdings, LLC, and/or with Charter Communications Holdings
Capital Corporation, as indicated.
87
<PAGE> 88
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ PAUL G. ALLEN Director, Charter Communications, Inc. March 28, 2000
- ------------------------------------------
Paul G. Allen
/s/ WILLIAM D. SAVOY Director, Charter Communications, Inc. March 28, 2000
- ------------------------------------------
William D. Savoy
/s/ JERALD L. KENT President, Chief Executive Officer and Director March 28, 2000
- ------------------------------------------ (Principal Executive Officer), Charter
Jerald L. Kent Communications, Inc. and Charter Communications
Holdings Capital Corporation
/s/ NANCY B. PERETSMAN Director, Charter Communications, Inc. March 28, 2000
- ------------------------------------------
Nancy B. Peretsman
/s/ MARC B. NATHANSON Director, Charter Communications, Inc. March 28, 2000
- ------------------------------------------
Marc B. Nathanson
/s/ RONALD L. NELSON Director, Charter Communications, Inc. March 28, 2000
- ------------------------------------------
Ronald L. Nelson
/s/ HOWARD L. WOOD Director, Charter Communications, Inc. March 28, 2000
- ------------------------------------------
Howard L. Wood
/s/ KENT D. KALKWARF Senior Vice President and Chief Financial Officer March 28, 2000
- ------------------------------------------ (Principal Financial Officer and Principal
Kent D. Kalkwarf Accounting Officer), Charter Communications, Inc.
and Charter Communications Holdings Capital
Corporation
</TABLE>
88
<PAGE> 89
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
1.1 Purchase Agreement, dated as of January 6, 2000 by and among
Charter Communications Holdings, LLC, Charter Communications
Capital Corporation and Goldman, Sachs & Co., Chase
Securities Inc., FleetBoston Robertson Stephens Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co.
Incorporated, TD Securities (USA) Inc., First Union
Securities, Inc., PNC Capital Markets, Inc. and SunTrust
Equitable Securities Corporation(22)
2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC(1)
2.2(a) Membership Purchase Agreement, dated as of January 1, 1999,
by and between ACEC Holding Company, LLC and Charter
Communications, Inc. (now called Charter Investment,
Inc.)(2)
2.2(b) Assignment of Membership Purchase Agreement, dated as of
February 23, 1999, by and between Charter Communications,
Inc. (now called Charter Investment, Inc.) and Charter
Communications Entertainment II, LLC(2)
2.3(a) Asset Purchase Agreement, dated as of February 17, 1999,
among Greater Media, Inc., Greater Media Cablevision, Inc.
and Charter Communications, Inc. (now called Charter
Investment, Inc.)(2)
2.3(b) Assignment of Asset Purchase Agreement, dated as of February
23, 1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Entertainment I, LLC(2)
2.4 Purchase Agreement, dated as of February 23, 1999, by and
among Charter Communications, Inc. (now called Charter
Investment, Inc.), Charter Communications, LLC, Renaissance
Media Holdings LLC and Renaissance Media Group LLC(2)
2.5 Purchase Agreement, dated as of March 22, 1999, among
Charter Communications, Inc. (now called Charter Investment,
Inc.), Charter Communications, LLC, Charter Helicon, LLC,
Helicon Partners I, L.P., Baum Investments, Inc. and the
limited partners of Helicon Partners I, L.P.(2)
2.6(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between Intermedia Partners of West Tennessee, L.P. and
Charter Communications, LLC(1)
2.6(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC(1)
2.6(c) RMG Purchase Agreement, dated as of April 20, 1999, between
Robin Media Group, Inc., InterMedia Partners of West
Tennessee, L.P. and Charter RMG, LLC(1)
2.6(d) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners Southeast, Charter Communications, LLC,
Charter Communications Properties, LLC, and Marcus Cable
Associates, L.L.C.(1)
2.6(d)(i) Amendment to Asset Exchange Agreement, made as of October 1,
1999, by and among InterMedia Partners Southeast and Charter
Communications, LLC, Charter Communications Properties, LLC
and Marcus Cable Associates, L.L.C.(6)
2.6(e) Asset Exchange Agreement, dated April 20, 1999, among
InterMedia Partners, a California Limited Partnership,
Brenmor Cable Partners, L.P. and Robin Media Group, Inc.(1)
2.6(f) Common Agreement, dated April 20, 1999, between InterMedia
Partners, InterMedia Partners Southeast, InterMedia Partners
of West Tennessee, L.P., InterMedia Capital Partners IV,
L.P., InterMedia Partners IV, L.P., Brenmor Cable Partners,
L.P., TCID IP-V, Inc., Charter Communications, LLC, Charter
Communications Properties, LLC, Marcus Cable Associates,
L.L.C. and Charter RMG, LLC(4)+
</TABLE>
<PAGE> 90
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
2.7(a) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among InterLink Communications Partners, LLLP, the
sellers listed therein and Charter Communications, Inc. (now
called Charter Investment, Inc.)(1)
2.7(b) Purchase and Sale Agreement, dated as of April 26, 1999, by
and among Rifkin Acquisition Partners, L.L.L.P., the sellers
listed therein and Charter Communications, Inc. (now called
Charter Investment, Inc.)(2)
2.7(c) RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Communications, Inc.
(now called Charter Investment, Inc.)(2)
2.7(d) Assignment of Purchase Agreement with InterLink
Communications Partners, LLLP, dated as of June 30, 1999, by
and between Charter Communications, Inc. (now called Charter
Investment, Inc.) and Charter Communications Operating,
LLC(2)
2.7(e) Assignment of Purchase Agreement with Rifkin Acquisition
Partners L.L.L.P., dated as of June 30, 1999, by and between
Charter Communications, Inc. (now called Charter Investment,
Inc.) and Charter Communications Operating, LLC(2)
2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Communications, Inc. (now
called Charter Investment, Inc.) and Charter Communications
Operating, LLC(2)
2.7(g) Amendment to the Purchase Agreement with InterLink
Communications Partners, LLLP, dated June 29, 1999(5)
2.7(h) Contribution Agreement, dated as of September 14, 1999, by
and among Charter Communications Operating, LLC, Charter
Communications Holding Company, LLC, Charter Communications,
Inc., Paul G. Allen and the certain other individuals and
entities listed on the signature pages thereto(6)
2.7(i) Form of First Amendment to the Contribution Agreement dated
as of September 14, 1999, by and among Charter
Communications Operating, LLC, Charter Communications
Holding Company, LLC, Charter Communications, Inc. and Paul
G. Allen(7)
2.8 Contribution and Sale Agreement dated as of December 30,
1999, by and among Charter Communications Holding Company,
LLC, CC VII Holdings, LLC and Charter Communications VII,
LLC(8)
2.9 Contribution and Sale Agreement dated as of December 30,
1999, by and among Charter Communications Holding Company,
LLC and Charter Communications Holdings, LLC(8)
2.10(a) Securities Purchase Agreement, dated May 13, 1999, by and
between Avalon Cable Holdings LLC, Avalon Investors, L.L.C.,
Avalon Cable of Michigan Holdings, Inc. and Avalon Cable LLC
and Charter Communications Holdings LLC and Charter
Communications, Inc. (now called Charter Investment,
Inc.)(9)
2.10(b) Assignment and Contribution Agreement, entered into as of
October 11, 1999, by and between Charter Communications
Holding Company, LLC and Charter Communications, Inc.(6)
2.10(c) Assignment Agreement effective as of June 16, 1999, by and
among Charter Communications, Inc., Charter Communications
Holdings LLC, Charter Communications Holding Company, LLC,
Avalon Cable Holdings LLC, Avalon Investors, L.L.C., Avalon
Cable of Michigan Holdings, Inc. and Avalon Cable LLC(6)
2.11(a) Purchase and Contribution Agreement, dated as of May 26,
1999, by and among Falcon Communications, L.P., Falcon
Holding Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. and Charter
Communications, Inc. (now called Charter Investment,
Inc.)(10)
</TABLE>
<PAGE> 91
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
2.11(b) First Amendment to Purchase and Contribution Agreement,
dated as of June 22, 1999, by and among Charter
Communications, Inc., Charter Communications Holding
Company, LLC, Falcon Communications, L.P., Falcon Holding
Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc.(11)
2.11(c) Form of Second Amendment to Purchase And Contribution
Agreement, dated as of October 27, 1999, by and among
Charter Investment, Inc., Charter Communications Holding
Company, LLC, Falcon Communications, L.P., Falcon Holding
Group, L.P., TCI Falcon Holdings, LLC, Falcon Holding Group,
Inc. and DHN Inc.(7)
2.11(d) Third Amendment to Purchase and Contribution Agreement dated
as of November 12, 1999, by and among Charter
Communications, Inc., Falcon Communications L.P., Falcon
Holdings Group, L.P., TCI Falcon Holdings, LLC, Falcon Cable
Trust, Falcon Holding Group, Inc. and DHN Inc. (12)
2.12(a) Purchase Agreement, dated as of May 21, 1999, among
Blackstone TWF Capital Partners, L.P., Blackstone TWF
Capital Partners A L.P., Blackstone TWF Capital Partners B
L.P., Blackstone TWF Family Investment Partnership, L.P.,
RCF Carry, LLC, Fanch Management Partners, Inc., PBW Carried
Interest, Inc., RCF Indiana Management Corp, The Robert C.
Fanch Revocable Trust, A. Dean Windry, Thomas Binning, Jack
Pottle, SDG/Michigan Communications Joint Venture, Fanch-JV2
Master Limited Partnership, Cooney Cable Associates of Ohio,
Limited Partnership, North Texas Cablevision, LTD., Post
Cablevision of Texas, Limited Partnership, Spring Green
Communications, L.P., Fanch-Narragansett CSI Limited
Partnership, and Fanch Cablevision of Kansas General
Partnership and Charter Communications, Inc. (now called
Charter Investment, Inc.)(10)
2.12(b) Assignment of Purchase Agreement by and between Charter
Investment, Inc. and Charter Communications Holding Company,
LLC, effective as of September 21, 1999(6)
2.13 Purchase and Contribution Agreement, entered into as of June
1999, by and among BCI (USA), LLC, William Bresnan,
Blackstone BC Capital Partners L.P., Blackstone BC Offshore
Capital Partners L.P., Blackstone Family Investment
Partnership III L.P., TCID of Michigan, Inc. and TCI Bresnan
LLC and Charter Communications Holding Company, LLC (now
called Charter Investment, Inc.)(10)
3.1 Certificate of Formation of Charter Communications Holdings,
LLC(1)
3.2 Limited Liability Company Agreement of Charter
Communications Holdings, LLC(1)
3.3 Form of Restated Certificate of Incorporation of Charter
Communications Capital Corporation(1)
3.4 Form of Bylaws of Charter Communications Capital
Corporation(1)
4.1(a) Indenture relating to the 10.00% Senior notes due 2009,
dated as of January 12, 2000, between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank(22)
4.1(b) Form of 10.00% Senior Note due 2010(22)
4.1(c) Exchange and Registration Rights Agreement, dated January
12, 2000, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., FleetBoston
Robertson Stephens Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated,
Morgan Stanley & Co. Incorporated, TD Securities (USA) Inc.,
First Union Securities, Inc., PNC Capital Markets, Inc. and
SunTrust Equitable Securities Corporation, relating to the
10.00% Senior Notes due 2009(22)
4.2(a) Indenture relating to the 10.25% Senior Notes due 2010,
dated as of January 12, 2000, among Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank(22)
</TABLE>
<PAGE> 92
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
4.2(b) Form of 10.25% Senior Note due 2010 (included in Exhibit No.
4.2(a))(22)
4.2(c) Exchange and Registration Rights Agreement, dated January
12, 2000, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., FleetBoston
Robertson Stephens Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated,
Morgan Stanley & Co. Incorporated, TD Securities (USA) Inc.,
First Union Securities, Inc., PNC Capital Markets, Inc. and
SunTrust Equitable Securities Corporation, relating to the
10.25% Senior Notes due 2010(22)
4.3(a) Indenture relating to the 11.75% Senior Discount Notes due
2010, dated as of January 12, 2000, among Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and Harris Trust and Savings
Bank(22)
4.3(b) Form of 11.75% Senior Discount Note due 2010 (included in
Exhibit No. 4.3(a))(22)
4.3(c) Exchange and Registration Rights Agreement, dated January
12, 2000, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., FleetBoston
Robertson Stephens Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated, TD
Securities (USA) Inc., First Union Securities, Inc., PNC
Capital Markets, Inc. and SunTrust Equitable Securities
Corporation, relating to the 11.75% Senior Discount Notes
due 2010(22)
4.4(a) Indenture relating to the 8.250% Senior Notes due 2007,
dated as of March 17, 1999, between Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank(1)
4.4(b) Indenture relating to the 8.625% Senior Notes due 2009,
dated as of March 17, 1999, among Charter Communications
Holdings, LLC, Charter Communications Holdings Capital
Corporation and Harris Trust and Savings Bank(1)
4.4(c) Indenture relating to the 9.920% Senior Discount Notes due
2011, dated as of March 17, 1999, among Charter
Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation and Harris Trust and Savings
Bank(1)
4.4(d) 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(14)
4.4(e) Indenture, dated January 15, 1996, by and among Rifkin
Acquisition Partners, L.L.L.P., Rifkin Acquisition Capital
Corp., as issuers, Cable Equities of Colorado Management
Corp., FNI Management Corp., Cable Equities of Colorado,
Ltd., Cable Equities, Inc. and Rifkin/Tennessee, Ltd., as
Subsidiary Guarantors, and Marine Midland Bank, as
trustee(15)
4.6 Indenture, dated as of December 10, 1998 by and among Avalon
Cable of Michigan Holdings, Inc., Avalon Cable LLC and
Avalon Cable Holdings Finance, Inc., as issuers and The Bank
of New York, as trustee for the Notes(20)
4.7 Supplemental Indenture, dated as of March 26, 1999, by and
among Avalon Cable of Michigan Holdings, Inc., Avalon Cable
LLC and Avalon Cable Holdings Finance, Inc., as issuers,
Avalon Cable of Michigan, Inc., as guarantor, and The Bank
of New York, as trustee for the Notes(19)
10.1 Credit Agreement, dated as of March 18, 1999, between
Charter Communications Operating, LLC, and certain lenders
and agents named therein(1)
10.1(a) First Amendment to Credit Agreement dated as of June 28,
1999, between Charter Communications Operating, LLC, Charter
Communications Holdings LLC and certain lenders and agents
named therein(27)
10.1(b) Second Amendment to Credit Agreement dated as of December
14, 1999 between Charter Communications Operating, LLC,
Charter Communications Holdings LLC and certain lenders and
agents named therein(27)
</TABLE>
<PAGE> 93
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
10.2(a) Form of Second Amended Management Agreement, dated as of
November 9, 1999, by and among Charter Investment, Inc.,
Charter Communications, Inc. and Charter Communications
Operating, LLC(6)
10.2(b) Form of Mutual Services Agreement, dated as of November 9,
1999, by and between Charter Communications, Inc. and
Charter Investment, Inc.(10)
10.2(c) Form of Management Agreement, dated as of November 9, 1999,
by and between Charter Communications Holding Company, LLC
and Charter Communications, Inc.(6)
10.2(d) Management Agreement, dated as of November 12, 1999, by and
between CC VI Operating Company, LLC and Charter
Communications, Inc.(22)
10.2(e) Management Agreement, dated as of November 12, 1999, by and
between Falcon Cable Communications, LLC and Charter
Communications, Inc.(22)
10.2(f) Management Agreement, dated as of February 14, 2000, by and
between CC VII Operating, LLC, certain subsidiaries of CC
VII Operating, LLC, and Charter Communications, Inc.(23)
10.3 Consulting Agreement, dated as of March 10, 1999, by and
between Vulcan Northwest Inc., Charter Communications, Inc.
(now called Charter Investment, Inc.) and Charter
Communications Holdings, LLC(2)
10.4 Charter Communications Holdings, LLC 1999 Option Plan(2)
10.4(a) Assumption Agreement regarding option plan, dated as of May
25, 1999, by and between Charter Communications Holdings,
LLC and Charter Communications Holding Company, LLC(5)
10.4(b) Form of Amendment No. 1 to the Charter Communications
Holdings, LLC 1999 Option Plan(3)
10.4(c) Amendment No. 2 to the Charter Communications Holdings, LLC
1999 Option Plan(23)
10.5 Membership Interests Purchase Agreement, dated July 22,
1999, by and between Charter Communications Holding Company,
LLC and Paul G. Allen(5)
10.6 Employment Agreement, dated as of August 28, 1998, between
Jerald L. Kent and Paul G. Allen(13)
10.7 Assignment of Employment Agreements, dated as of December
23, 1998, between Paul G. Allen and Charter Communications,
Inc. (now called Charter Investment, Inc.)(5)
10.8(a) Option Agreement, dated as of February 9, 1999, between
Jerald L. Kent and Charter Communications Holdings, LLC(5)
10.8(b) Amendment to the Option Agreement, dated as of August 23,
1999, between Jerald L. Kent and Charter Communications
Holding Company, LLC(5)
10.8(c) Form of Amendment to the Option Agreement, dated as of
November 8, 1999, by and among Jerald L. Kent, Charter
Communications Holding Company, LLC and Charter
Communications, Inc.(3)
10.9 Letter Agreement, dated as of July 22, 1999, between Charter
Communications Holding Company, LLC and Charter
Communications Holdings, LLC(12)
10.10 Amendment to Membership Interests Purchase Agreement, dated
as of August 10, 1999, by and among Charter Communications
Holding Company, LLC, Vulcan Cable III Inc. and Paul G.
Allen(5)
10.11 Form of Assignment and Assumption Agreement, dated as of
November 4, 1999, by and between Charter Investment, Inc.
and Charter Communications, Inc.(10)
10.12 Form of Registration Rights Agreement, dated as of November
12, 1999, by and among Charter Communications, Inc., Charter
Investment, Inc., Vulcan Cable III Inc., Mr. Paul G. Allen,
Mr. Jerald L. Kent, Mr. Howard L. Wood and Mr. Barry L.
Babcock(6)
</TABLE>
<PAGE> 94
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
10.13 Form of Consulting Agreement, dated as of October 18, 1999,
by and between Barry L. Babcock and Charter Communications,
Inc.(3)
10.14 Form of Termination of Employment Agreement, dated as of
October 18, 1999, by and between Barry L. Babcock and
Charter Investment, Inc., Charter Communications, Inc. and
Charter Communications Holding Company, LLC(19)
10.15 Form of Consulting Agreement, dated as of November 1, 1999,
by and between Howard L. Wood and Charter Communications,
Inc.(3)
10.16 Form of Termination of Employment Agreement, dated as of
November 1, 1999, by and between Howard L. Wood and Charter
Investment, Inc., Communications, Inc. and Charter
Communications Holding Company, LLC.(3)
10.17 Letter Agreement, dated September 21, 1999, by and among
Charter Communications, Inc., Charter Investment, Inc.,
Charter Communications Holding Company, Inc. and Vulcan
Ventures Inc.(6)
10.18 Loan Agreement dated as of February 2, 1999, among Bresnan
Telecommunications Company LLC, various lending
institutions, Toronto Dominion (Texas), Inc., as the
Administrative Agent for the Lenders, with TD Securities
(USA) Inc., Chase Securities Inc., the Bank of Nova Scotia,
BNY Capital Markets, Inc. and NationsBanc Montgomery
Securities LLC, collectively, the Arranging Agents, Chase
Securities Inc., as Syndication Agent, the Bank of Nova
Scotia, the Bank of New York Company, Inc., and NationsBanc
Montgomery Securities LLC, as Documentation Agents, and TD
Securities (USA) Inc., and Chase Securities Inc., as Joint
Book Managers and Joint Lead Arrangers(16)
10.18(a) Amended and Restated Credit Agreement dated as of February
14, 2000, by and among CC VIII Operating, LLC, as borrower,
CC VIII Holdings, LLC, as guarantor, and several financial
institutions or entities named therein(23)
10.19 Credit Agreement, dated as of November 15, 1999, among
Avalon Cable LLC, CC Michigan, LLC, CC New England, LLC, and
several financial institutions or entities named
therein.(18)
10.19(a) First Amendment to Credit Agreement, dated December 21,
1999, by and among CC Michigan, LLC and CC New England, LLC
as borrowers, CC V Holdings, LLC as guarantor and several
financial institutions or entities named therein(22)
10.20(c) Form of Credit Agreement, dated as of June 30, 1998, as
Amended and Restated as of November 12, 1999, among Falcon
Cable Communications, LLC, certain guarantors, and several
financial institutions or entities named therein(6)
10.21 Credit Agreement, dated as of November 12, 1999, among CC VI
Holdings, LLC, CC VI Operating Company, LLC, and several
financial institutions or entities named therein(17)
10.22 Amended and Restated Limited Liability Company Agreement for
Charter Communications Holding Company, LLC, dated February
14, 2000(26)
10.23 Letter Agreement, dated May 25, 1999, between Charter
Communications, Inc. and Marc Nathanson(22)
10.24 Exchange Agreement, dated as of February 14, 2000, by and
among Charter Communications, Inc., BCI (USA), LLC, William
J. Bresnan, Blackstone BC Capital Partners L.P., Blackstone
BC Offshore Capital Partners L.P., Blackstone Family Media,
III L.P. (as assignee of Blackstone Family Investment III
L.P.), TCID of Michigan, Inc., and TCI Bresnan LLC(21)
10.25 Form of Exchange Agreement, dated as of November 12, 1999 by
and among Charter Investment, Inc., Charter Communications,
Inc., Vulcan Cable III Inc. and Paul G. Allen(6)
21.1 Subsidiaries of Charter Communications Holdings, LLC
</TABLE>
<PAGE> 95
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
- ---------------
+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
(1) Incorporated by reference to Amendment No. 2 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on June 22, 1999 (File
No. 333-77499).
(2) Incorporated by reference to Amendment No. 4 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July 22, 1999 (File
No. 333-77499).
(3) Incorporated by reference to Amendment No. 4 to the registration statement
on Form S-1 of Charter Communications, Inc. filed on 11/1/99 (File No.
333-83887).
(4) Incorporated by reference to Amendment No. 3 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on July 2, 1999 (File No.
333-77499).
(5) Incorporated by reference to Amendment No. 6 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on August 27, 1999 (File
No. 333-77499).
(6) Incorporated by reference to Amendment No. 3 to the registration statement
on Form S-1 of Charter Communications, Inc. filed on 10/18/99 (File No.
333-83887).
(7) Incorporated by reference to Amendment No. 5 to the registration Statement
on Form S-1 of Charter Communications, Inc. filed on 11/4/99 (File No.
333-83887).
(8) Incorporated by reference to the report on Form 8-K of Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation filed on January 18, 2000 (File No. 333-77499).
(9) Incorporated by reference to Amendment No. 1 to the registration statement
on Form S-4 of Avalon Cable of Michigan LLC, Avalon Cable of Michigan Inc.,
Avalon Cable of New England LLC and Avalon Cable Finance Inc. filed on May
28, 1999 (File No. 333-75453).
(10) Incorporated by reference to Amendment No. 2 to the registration statement
on Form S-1 of Charter Communications, Inc. filed on 9/28/99 (File No.
333-83887).
(11) Incorporated by reference to the quarterly report on Form 10-Q filed by
Falcon Communications, L.P. and Falcon Funding Corporation on August 13,
1999 (File Nos. 333-60776 and 333-55755).
(12) Incorporated by reference to the report on Form 8-K of CC VII Holdings, LLC
and Falcon Funding Corporation filed on November 26, 1999 (File No.
033-60776).
(13) Incorporated by reference to Amendment No. 5 to the registration statement
on Form S-4 of Charter Communications Holdings, LLC and Charter
Communications Holdings Capital Corporation filed on August 10, 1999 (File
No. 333-77499).
(14) Incorporated by reference to the registration statement on Forms S-4 and
S-1 of Renaissance Media Group LLC, Renaissance Media (Tennessee) LLC,
Renaissance Media (Louisiana) LLC and Renaissance Media Capital Corporation
filed on June 12, 1998 (File No. 333-56679).
(15) Incorporated by reference to the registration statement on Form S-1 of
Rifkin Acquisition Capital Corp. and Rifkin Acquisition Partners, L.L.L.P.
filed on April 2, 1996 (File No. 333-3084).
(16) Incorporated by reference to the registration statement on Form S-4 of
Bresnan Communications Group LLC and Bresnan Capital Corporation filed on
May 3, 1999 (File No. 333-77637).
(17) Incorporated by reference to the report on Form 8-K of Charter
Communications, Inc. filed on November 29, 1999 (File No. 333-83887).
(18) Incorporated by reference to the report on Form 8-K of Charter
Communications, Inc. filed on November 29, 1999 (File No. 333-83887).
<PAGE> 96
(19) Incorporated by reference to Amendment No. 1 to the registration statement
on Form S-4 of Avalon Cable LLC, Avalon Cable Holdings Finance, Inc.,
Avalon Cable of Michigan Holdings, Inc. and Avalon Cable of Michigan, Inc.
filed on May 28, 1999 (File No. 333-75415).
(20) Incorporated by reference to the registration statement on Form S-4 of
Falcon Holding Group, L.P. filed on April 18, 1993 (File No. 33-60776).
(21) Incorporated by reference to the report on Form 8-K of Charter
Communications, Inc. filed on February 29, 2000 (File No. 333-83887).
(22) Incorporated by reference to the registration statement on Form S-4 of
Charter Communications Holdings, LLC and Charter Communications Holdings
Capital Corporation filed on January 25, 2000 (File No. 333-77499).
(23) Incorporated by reference to the Annual Report on Form 10-K of Charter
Communications, Inc. filed on March 30, 2000.
<PAGE> 97
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
CHARTER COMMUNICATIONS HOLDINGS LLC AND SUBSIDIARIES:
Report of Independent Public Accountants.................. F-4
Consolidated Balance Sheets as of December 31, 1999 and
1998................................................... F-5
Consolidated Statements of Operations for the Year ended
December 31, 1999, and for the Period from December 24,
1998, through December 31, 1998........................ F-6
Consolidated Statements of Changes in Stockholders' Equity
for the Year ended December 31, 1999, and for the
Period from December 24, 1998, through December 31,
1998................................................... F-7
Consolidated Statements of Cash Flows for the Year ended
December 31, 1999, and for the Period from December 24,
1998, through December 31, 1998........................ F-8
Notes to Consolidated Financial Statements................ F-9
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES:
Report of Independent Public Accountants.................. F-26
Consolidated Statements of Operations for the Period from
January 1, 1998 through December 23, 1998 and for the
Year ended December 31, 1997........................... F-27
Consolidated Statement of Changes in Shareholder's
Investment for the Period from January 1, 1998 through
December 23, 1998 and for the Year ended December 31,
1997................................................... F-28
Consolidated Statements of Cash Flows for the Period from
January 1, 1998 through December 23, 1998 and for the
Year ended December 31, 1997........................... F-29
Notes to Consolidated Financial Statements................ F-30
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES:
Report of Independent Public Accountants.................. F-37
Consolidated Statement of Operations for the Three Months
Ended March 31, 1999................................... F-38
Consolidated Statement of Members' Deficit for the Three
Months Ended March 31, 1999............................ F-39
Consolidated Statement of Cash Flows for the Three Months
Ended March 31, 1999................................... F-40
Notes to Consolidated Financial Statements................ F-41
RENAISSANCE MEDIA GROUP LLC:
Report of Independent Auditors............................ F-46
Consolidated Balance Sheet as of April 30, 1999........... F-47
Consolidated Statement of Operations for the Four Months
Ended April 30, 1999................................... F-48
Consolidated Statement of Changes in Members' Equity for
the Four Months Ended April 30, 1999................... F-49
Consolidated Statement of Cash Flows for the Four Months
Ended April 30, 1999................................... F-50
Notes to Consolidated Financial Statements................ F-51
GREATER MEDIA CABLEVISION SYSTEMS:
Report of Independent Public Accountants.................. F-59
Combined Statement of Income for the Nine Months Ended
June 30, 1999.......................................... F-60
Combined Statement of Changes in Net Assets for the Nine
Months Ended June 30, 1999............................. F-61
Combined Statement of Cash Flows for the Nine Months Ended
June 30, 1999.......................................... F-62
Notes to Combined Financial Statements.................... F-63
</TABLE>
F-1
<PAGE> 98
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
HELICON PARTNERS I, L.P. AND AFFILIATES:
Report of Independent Public Accountants.................. F-66
Combined Statement of Operations for the Seven Months
Ended July 30, 1999.................................... F-67
Combined Statement of Changes in Partners' Deficit for the
Seven Months Ended July 30, 1999....................... F-68
Combined Statement of Cash Flows for the Seven Months
Ended July 30, 1999.................................... F-69
Notes to Combined Financial Statements.................... F-70
RIFKIN CABLE INCOME PARTNERS, L.P.:
Report of Independent Accountants......................... F-74
Balance Sheet as of September 13, 1999.................... F-75
Statement of Operations for the period January 1, 1999 to
September 13, 1999..................................... F-76
Statement of Equity for the period January 1, 1999 to
September 13, 1999..................................... F-77
Statement of Cash Flows for the period January 1, 1999 to
September 13, 1999..................................... F-78
Notes to Financial Statements............................. F-79
RIFKIN ACQUISITION PARTNERS, L.L.L.P.:
Report of Independent Accountants......................... F-82
Consolidated Balance Sheet as of September 13, 1999....... F-83
Consolidated Statement of Operations for the period
January 1, 1999 through September 13, 1999............. F-84
Consolidated Statement of Partners' Capital for the period
January 1, 1999 through September 13, 1999............. F-85
Consolidated Statement of Cash Flows for the period
January 1, 1999 through September 13, 1999............. F-86
Notes to Consolidated Financial Statements................ F-87
INDIANA CABLE ASSOCIATES, LTD.:
Report of Independent Accountants......................... F-95
Balance Sheet as of September 13, 1999.................... F-96
Statement of Operations for the period January 1, 1999 to
September 13, 1999..................................... F-97
Statement of Equity for the period January 1, 1999 to
September 13, 1999..................................... F-98
Statement of Cash Flows for the period January 1, 1999 to
September 13, 1999..................................... F-99
Notes to Financial Statements............................. F-100
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP:
Report of Independent Accountants......................... F-104
Consolidated Balance Sheet as of September 13, 1999....... F-105
Consolidated Statement of Operations for the period
January 1, 1999 to September 13, 1999.................. F-106
Consolidated Statement of Equity for the period January 1,
1999 to September 13, 1999............................. F-107
Consolidated Statement of Cash Flows for the period
January 1, 1999 to September 13, 1999.................. F-108
Notes to Consolidated Financial Statements................ F-109
INTERMEDIA CABLE SYSTEMS (COMPRISED OF COMPONENTS OF
INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS IV,
L.P.):
Report of Independent Accountants......................... F-113
Combined Balance Sheets as of September 30, 1999 and
December 31, 1998...................................... F-114
</TABLE>
F-2
<PAGE> 99
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Combined Statements of Operations for the Nine Months
Ended September 30, 1999 and for the Years ended
December 31, 1998 and 1997............................. F-115
Combined Statement of Changes in Equity for the Nine
Months Ended September 30, 1999 and for the Years ended
December 31, 1998 and 1997............................. F-116
Combined Statements of Cash Flows for the Nine Months
Ended September 30, 1999 and for the Years ended
December 31, 1998 and 1997............................. F-117
Notes to Combined Financial Statements.................... F-118
</TABLE>
F-3
<PAGE> 100
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Charter Communications Holdings, LLC:
We have audited the accompanying consolidated balance sheets of Charter
Communications Holdings, LLC and subsidiaries as of December 31, 1999 and 1998,
and the related consolidated statements of operations, changes in member's
equity and cash flows for the year ended December 31, 1999, and for the period
from December 24, 1998, through December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these 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 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Charter Communications
Holdings, LLC and subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for the year ended December 31, 1999,
and for the period from December 24, 1998, through December 31, 1998, in
conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 16, 2000
F-4
<PAGE> 101
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
----------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 84,305 $ 9,573
Accounts receivable, net of allowance for doubtful
accounts of $8,604 and $1,728, respectively............ 68,522 15,108
Receivables from manager of cable systems -- related
parties................................................ 14,500 --
Prepaid expenses and other................................ 15,082 2,519
----------- ----------
Total current assets................................... 182,409 27,200
----------- ----------
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment............................. 2,525,854 716,242
Franchises................................................ 9,162,331 3,590,054
----------- ----------
11,688,185 4,306,296
----------- ----------
OTHER ASSETS................................................ 134,603 2,031
----------- ----------
$12,005,197 $4,335,527
=========== ==========
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ -- $ 10,450
Accounts payable and accrued expenses..................... 553,174 127,586
Payables to manager of cable systems -- related parties... 6,713 4,334
----------- ----------
Total current liabilities.............................. 559,887 142,370
----------- ----------
LONG-TERM DEBT, less current maturities..................... 6,065,612 1,991,756
----------- ----------
LOANS PAYABLE -- RELATED PARTIES............................ 906,000 --
----------- ----------
DEFERRED MANAGEMENT FEES -- RELATED PARTIES................. 19,831 15,561
----------- ----------
OTHER LONG-TERM LIABILITIES................................. 109,605 38,461
----------- ----------
MEMBER'S EQUITY
Member's equity (217,585,246 and 100 units issued and
outstanding at December 31, 1999 and 1998,
respectively).......................................... 4,342,046 2,147,379
Accumulated other comprehensive income.................... 2,216 --
----------- ----------
Total member's equity.................................. 4,344,262 2,147,379
----------- ----------
$12,005,197 $4,335,527
=========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-5
<PAGE> 102
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
YEAR ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ -------------
<S> <C> <C>
REVENUES.................................................... $1,325,830 $13,713
---------- -------
OPERATING EXPENSES:
Operating, general and administrative..................... 683,646 7,134
Depreciation and amortization............................. 675,786 8,318
Option compensation expense............................... 79,979 845
Corporate expense charges -- related parties.............. 48,158 473
---------- -------
1,487,569 16,770
---------- -------
Loss from operations................................... (161,739) (3,057)
---------- -------
OTHER INCOME (EXPENSE):
Interest expense.......................................... (434,995) (2,353)
Interest income........................................... 18,821 133
Other, net................................................ (217) --
---------- -------
(416,391) (2,220)
---------- -------
Loss before extraordinary item......................... (578,130) (5,277)
EXTRAORDINARY ITEM -- Loss from early extinguishment of
debt...................................................... (7,794) --
---------- -------
Net loss............................................... $ (585,924) $(5,277)
========== =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-6
<PAGE> 103
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER TOTAL
MEMBER'S COMPREHENSIVE MEMBER'S
EQUITY INCOME EQUITY
---------- ------------- ----------
<S> <C> <C> <C>
BALANCE, December 24, 1998.................................. $2,151,811 $ -- $2,151,811
Option compensation expense............................... 845 -- 845
Net loss.................................................. (5,277) -- (5,277)
---------- ------ ----------
BALANCE, December 31, 1998.................................. 2,147,379 -- 2,147,379
Capital contributions..................................... 2,710,682 -- 2,710,682
Distributions to Charter Investment and Charter........... (10,070) -- (10,070)
Option compensation expense............................... 79,979 -- 79,979
Net loss.................................................. (585,924) -- (585,924)
Unrealized gain on marketable securities available for
sale................................................... -- 2,216 2,216
---------- ------ ----------
BALANCE, December 31, 1999.................................. $4,342,046 $2,216 $4,344,262
========== ====== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-7
<PAGE> 104
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
YEAR ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (585,924) $ (5,277)
Adjustments to reconcile net loss to net cash provided by
operating activities-
Depreciation and amortization.......................... 675,786 8,318
Option compensation expense............................ 79,979 845
Noncash interest expense............................... 93,073 --
Loss from early extinguishment of debt................. 7,794 --
Changes in assets and liabilities, net of effects from
acquisitions-
Accounts receivable.................................... (24,478) (8,753)
Prepaid expenses and other............................. (3,672) (211)
Accounts payable and accrued expenses.................. 136,016 10,227
Receivables from and payables to manager of cable
systems, including deferred management fees........... 4,891 473
Other operating activities................................ (1,245) 2,022
----------- ---------
Net cash provided by operating activities............ 382,220 7,644
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (709,731) (13,672)
Payments for acquisitions, net of cash acquired........... (3,560,241) --
Loan to Marcus Cable Holdings............................. (1,680,142) --
Other investing activities................................ (12,583) --
----------- ---------
Net cash used in investing activities................ (5,962,697) (13,672)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt, including proceeds from
Charter Holdings Notes................................. 9,237,188 14,200
Repayments of long-term debt.............................. (5,515,125) --
Borrowings from related parties........................... 906,000 --
Payments for debt issuance costs.......................... (107,562) --
Capital contributions..................................... 1,144,290 --
Distributions to Charter Investment and Charter........... (10,070) --
Other financing activities................................ 488 --
----------- ---------
Net cash provided by financing activities............ 5,655,209 14,200
----------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 74,732 8,172
CASH AND CASH EQUIVALENTS, beginning of period.............. 9,573 1,401
----------- ---------
CASH AND CASH EQUIVALENTS, end of period.................... $ 84,305 $ 9,573
=========== =========
CASH PAID FOR INTEREST...................................... $ 307,255 $ 5,538
=========== =========
NONCASH TRANSACTIONS:
Transfer of operating subsidiaries to the Company......... $ 1,252,370 $ --
Transfer of equity interests to the Company............... 314,022 --
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-8
<PAGE> 105
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND BASIS OF PRESENTATION:
GENERAL
Charter Communications Holdings, LLC (Charter Holdings), a Delaware limited
liability company, owns and operates cable systems serving approximately 6.1
million (unaudited) customers, including cable systems acquired and transferred
to the Company (see Note 17). Charter Holdings offers a full range of
traditional cable television services and has begun to offer digital cable
television services, interactive video programming and high-speed Internet
access. Charter Holdings is a subsidiary of Charter Communications Holding
Company, LLC (Charter Holdco), which is a subsidiary of Charter Communications,
Inc. (Charter). In November 1999, Charter completed an initial public offering
of the sale for 195.5 million shares of Class A common stock. Proceeds from the
offering were used by Charter to purchase membership units in Charter Holdco,
which used the funds received from Charter for the acquisition of additional
cable television systems.
ORGANIZATION AND BASIS OF PRESENTATION
Charter Holdings was formed in February 1999 as a wholly owned subsidiary
of Charter Investment, Inc. (Charter Investment). Charter Investment, through
its wholly owned subsidiary, Charter Communications Properties Holdings, LLC
(CCPH), commenced operations with the acquisition of a cable system on September
30, 1995.
Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter Investment for an aggregate purchase
price of $2.2 billion, excluding $2.0 billion in debt assumed (the "Paul Allen
Transaction"). In conjunction with the Paul Allen Transaction, Charter
Investment acquired, for fair value from unrelated third parties, all of the
interests it did not already own in CharterComm Holdings, LLC (CharterComm
Holdings) and CCA Group (comprised of CCA Holdings Corp., CCT Holdings Corp. and
Charter Communications Long Beach, Inc.), all cable operating companies, for
$2.0 billion, excluding $1.8 billion in debt assumed. Charter Investment
previously managed and owned minority interests in these companies. These
acquisitions were accounted for using the purchase method of accounting, and
accordingly, results of operations of CharterComm Holdings and CCA Group are
included in the consolidated financial statements from the date of acquisition.
In February 1999, Charter Investment transferred all of its cable operating
subsidiaries to Charter Communications Operating, LLC (Charter Operating), a
wholly owned subsidiary of Charter Holdings. This transfer was accounted for as
a reorganization of entities under common control similar to a pooling of
interests.
As a result of the change in ownership of CCPH, CharterComm Holdings and
CCA Group, Charter Holdings has applied push-down accounting in the preparation
of its consolidated financial statements. Accordingly, on December 23, 1998,
Charter Holdings increased its member's equity by $2.2 billion to reflect the
amounts paid by Mr. Allen and Charter Investment. The purchase price was
allocated to assets acquired and liabilities assumed based on their relative
fair values, including amounts assigned to franchises of $3.6 billion.
On April 23, 1998, Mr. Allen and a company controlled by Mr. Allen,
(collectively, the "Mr. Allen Companies") purchased substantially all of the
outstanding partnership interests in Marcus Cable Company, L.L.C. (Marcus Cable)
for $1.4 billion, excluding $1.8 billion in assumed liabilities. The owner of
the remaining partnership interest retained voting control of Marcus Cable. In
February 1999, Marcus Cable Holdings, LLC (Marcus Holdings) was formed and Mr.
Allen's interests in Marcus Cable were transferred to Marcus Holdings on March
15, 1999. On March 31, 1999, Mr. Allen purchased the remaining partnership
interests in Marcus Cable, including voting control. On April 7, 1999, Marcus
Holdings was merged into Charter Holdings and Marcus Cable was transferred to
Charter Holdings. For financial reporting purposes, the merger was accounted for
as an acquisition of Marcus Cable effective March 31, 1999, the date Mr. Allen
obtained voting control of Marcus Cable. Accordingly, the results of operations
of Marcus Cable have been included in the consolidated financial statements from
April 1, 1999. The assets and liabilities of Marcus Cable have been recorded in
the consolidated financial
F-9
<PAGE> 106
statements using historical carrying values reflected in the accounts of the Mr.
Allen Companies. Total member's equity increased by $1.3 billion as a result of
the Marcus Cable acquisition. Previously, on April 23, 1998, the Mr. Allen
Companies recorded the assets acquired and liabilities assumed of Marcus Cable
based on their relative fair values.
The consolidated financial statements of Charter Holdings include the
accounts of Charter Operating and CCPH, the accounts of CharterComm Holdings and
CCA Group and their subsidiaries since December 23, 1998 (date acquired by
Charter Investment), and the accounts of Marcus Cable since March 31, 1999, and
are collectively referred to as the "Company" herein. All subsidiaries are,
directly or indirectly, wholly owned by Charter Holdings. All material
intercompany transactions and balances have been eliminated.
Pursuant to a membership interests purchase agreement, as amended, Vulcan
Cable III Inc. (Vulcan), a company controlled by Mr. Allen, contributed $500
million in cash in August 1999 to Charter Holdco, contributed an additional
$180.7 million in certain equity interests acquired in connection with Charter
Holdings' acquisition of Rifkin Acquisitions Partners, L.L.L.P. and InterLink
Communications Partners, LLLP (collectively, "Rifkin") in September 1999, and
contributed $644.3 million in cash in September 1999 to Charter Holdco. All
funds and equity interests were contributed by Charter Holdco to Charter
Holdings to finance certain acquisitions. In addition, certain Rifkin sellers
received $133.3 million of the purchase price in the form of preferred equity in
Charter Holdco.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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 that 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 television
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 estimated
useful lives of the related assets as follows:
<TABLE>
<S> <C>
Cable distribution systems.................................. 3-15 years
Buildings and leasehold improvements........................ 5-15 years
Vehicles and equipment...................................... 3-5 years
</TABLE>
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. 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. Accumulated
amortization related to franchises was $598.4 million and $5.3 million, as of
December 31, 1999 and 1998, respectively. Amortization expense related to
franchises for the year ended December 31, 1999, and for the period from
December 24, 1998, through December 31, 1998, was $467.9 million and $5.3
million, respectively.
F-10
<PAGE> 107
DEFERRED FINANCING COSTS
Costs related to borrowings are deferred and amortized to interest expense
using the effective interest method over the terms of the related borrowings. As
of December 31, 1999, other assets include $114.8 million of deferred financing
costs, net of accumulated amortization of $10.2 million.
IMPAIRMENT OF ASSETS
If facts and circumstances suggest 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 net cash flows
related to the asset over its remaining life, the carrying value of such asset
is reduced to its estimated fair value.
REVENUES
Cable television revenues from basic and premium 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, 1999 and 1998, no installation revenue has been
deferred, as direct selling costs have exceeded installation revenue.
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.
CHANNEL LAUNCH PAYMENTS
The Company receives upfront payments from certain programmers to launch
and promote new cable television channels. A portion of these payments
represents reimbursement of advertising costs paid by the Company to promote the
new channels. These reimbursements have been immaterial. The remaining portion
is being amortized as an offset to programming expense over the respective terms
of the program agreements, which range from one to 20 years. For the year ended
December 31, 1999, and for the period from December 24, 1998, through December
31, 1998, the Company amortized and recorded as a reduction of programming costs
$3.4 million and $12, respectively. As of December 31, 1999, the unamortized
portion of payments received totaled $13.4 million and is included in other
long-term liabilities.
DIRECT RESPONSE ADVERTISING
The Company expenses the production costs of advertising as incurred,
except for direct response advertising, which is deferred and amortized over its
expected period of future benefits. Direct response advertising consists
primarily of direct mailings and radio, newspaper and cross-channel television
advertisements that include a phone number for use in ordering the Company's
products and services. The deferred advertising costs are amortized to
advertising expense over the periods during which the future benefits are
expected to be received. These periods range from two to four years depending on
the type of service the customer subscribes to and represents the period the
customer is expected to remain connected to the cable system. As of December 31,
1999, $700 of deferred advertising costs is included in other assets.
Advertising expense was $29.7 million for the year ended December 31, 1999,
including amortization of deferred advertising costs totaling $87.
INVESTMENTS AND OTHER COMPREHENSIVE INCOME
Investments in equity securities are accounted for in accordance with SFAS
No. 115, Accounting for Certain Investments in Debt and Equity Securities. The
Company owns common stock of WorldGate Communications, Inc. (WorldGate) that is
classified as "available for sale" and reported at market value with unrealized
gains and losses recorded as accumulated other comprehensive income. Based on
quoted market prices, the investment was valued at
F-11
<PAGE> 108
$3.2 million as of December 31, 1999 and is included in other assets.
Comprehensive loss for the year ended December 31, 1999, and for the period from
December 24, 1998, through December 31, 1998, is $583.7 million and $5.3
million, respectively.
INTEREST RATE HEDGE AGREEMENTS
The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain debt agreements. Interest rate swaps,
caps and collars are accounted for as hedges of debt obligations, and
accordingly, the net settlement amounts are recorded as adjustments to interest
expense in the period incurred. Premiums paid for interest rate caps are
deferred, included in other assets, and are amortized over the original term of
the interest rate agreement as an adjustment to interest expense.
The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating fixed rate debt.
Interest rate caps and collars are entered into by the Company to reduce the
impact of rising interest rates on floating rate debt.
The Company's participation in interest rate hedging transactions involves
instruments that have a close correlation with its debt, thereby managing its
risk. Interest rate hedge agreements have been designated for hedging purposes
and are not held or issued for speculative purposes.
INCOME TAXES
Income taxes are the responsibility of the individual member and are not
provided for in the accompanying consolidated financial statements. In addition,
certain subsidiaries are corporations subject to income taxes but have no
operations and, therefore, no material income tax liabilities or assets.
SEGMENTS
In 1998, the Company adopted 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
segment, cable services.
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:
During 1999, the Company acquired cable systems in eight separate
transactions for an aggregate purchase price of $3.6 billion, net of cash
acquired, excluding debt assumed of $354.0 million and equity issued of $314.0
million. In connection with the Rifkin acquisition, Charter Holdco issued equity
interests totaling $133.3 million to certain sellers. In addition, Vulcan
purchased $180.7 million of equity interests Rifkin and then contributed the
equity interests to Charter Holdings. The purchase prices were allocated to
assets acquired and liabilities assumed based on their relative fair values,
including amounts assigned to franchises of $3.9 billion. The allocation of the
purchase prices for these acquisitions are based, in part, on preliminary
information, which is subject to adjustment upon obtaining complete valuation
information. Management believes that finalization of the purchase prices and
allocations will not have a material impact on the consolidated results of
operations or financial position of the Company.
The above acquisitions were accounted for using the purchase method of
accounting, and accordingly, results of operations of the acquired assets have
been included in the financial statements from the dates of acquisition.
F-12
<PAGE> 109
Unaudited pro forma operating results as though the acquisitions discussed
above, including the Paul Allen Transaction and the acquisition of Marcus
Holdings, and the March 1999 refinancing discussed herein, had occurred on
January 1, 1998, with adjustments to give effect to amortization of franchises,
interest expense and certain other adjustments are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1999 1998
---------- ----------
(UNAUDITED)
<S> <C> <C>
Revenues.................................................... $1,843,986 $1,657,353
Loss from operations........................................ (218,189) (204,189)
Loss before extraordinary item.............................. (771,780) (776,710)
</TABLE>
The unaudited pro forma financial information has been presented for
comparative purposes and does not purport to be indicative of the results of
operations had these transactions 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:
<TABLE>
<CAPTION>
PERIOD FROM
FOR THE YEAR DECEMBER 24,
ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ -------------
<S> <C> <C>
Balance, beginning of period................................ $ 1,728 $1,702
Acquisitions of cable systems............................... 4,414 --
Charged to expense.......................................... 19,384 26
Uncollected balances written off, net of recoveries......... (16,922) --
-------- ------
Balance, end of period...................................... $ 8,604 $1,728
======== ======
</TABLE>
5. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following at December 31:
<TABLE>
<CAPTION>
1999 1998
---------- --------
<S> <C> <C>
Cable distribution systems.................................. $2,591,527 $661,749
Land, buildings and leasehold improvements.................. 74,812 26,670
Vehicles and equipment...................................... 144,521 30,590
---------- --------
2,810,860 719,009
Less -- Accumulated depreciation............................ (285,006) (2,767)
---------- --------
$2,525,854 $716,242
========== ========
</TABLE>
For the year ended December 31, 1999, and for the period from December 24,
1998, through December 31, 1998, depreciation expense was $207.9 million and
$2.8 million, respectively.
F-13
<PAGE> 110
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following at December
31:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Accounts payable............................................ $ 94,450 $ 7,439
Liability for pending transfer of cable system.............. 88,200 --
Accrued interest............................................ 68,004 30,809
Capital expenditures........................................ 66,713 15,560
Programming costs........................................... 41,966 11,856
Accrued general and administrative.......................... 38,753 6,688
Franchise fees.............................................. 34,689 12,534
Accrued income taxes........................................ 4,381 15,205
Other accrued liabilities................................... 116,018 27,495
-------- --------
$553,174 $127,586
======== ========
</TABLE>
The liability for pending transfer of cable system represents the fair
value of a cable system to be transferred upon obtaining necessary regulatory
approvals in connection with the transaction with InterMedia Capital Partners IV
L. P., InterMedia Partners and their affiliates. Such approvals were
subsequently obtained and the system assets were transferred subsequent to
December 31, 1999.
7. LONG-TERM DEBT:
Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Charter Holdings:
Credit Agreements (including CCPH, CCA Group and
CharterComm Holdings).................................. $ -- $1,726,500
14.000% Senior Secured Discount Debentures................ -- 109,152
11.250% Senior Notes...................................... -- 125,000
8.250% Senior Notes....................................... 600,000 --
8.625% Senior Notes....................................... 1,500,000 --
9.920% Senior Discount Notes.............................. 1,475,000 --
Charter Operating Credit Facilities......................... 2,906,000 --
Renaissance:
10.000% Senior Discount Notes............................. 114,413 --
Rifkin:
11.125% Senior Subordinated Notes......................... 900 --
---------- ----------
6,596,313 1,960,652
Current maturities........................................ -- (10,450)
Unamortized net (discount) premium........................ (530,701) 41,554
---------- ----------
$6,065,612 $1,991,756
========== ==========
</TABLE>
In March 1999, the Company extinguished substantially all existing
long-term debt, excluding borrowings of the Company under its credit agreements,
and refinanced substantially all existing credit agreements at various
subsidiaries with a new credit agreement entered into by Charter Operating (the
"Charter Operating Credit Facilities"). The excess of the amount paid over the
carrying value, net of deferred financing costs, of the Company's long-term debt
of $7.8 million was recorded as an extraordinary item-loss from early
extinguishment of debt in the accompanying consolidated statements of
operations.
F-14
<PAGE> 111
CHARTER HOLDINGS NOTES
In March 1999, the Company issued $600.0 million 8.250% Senior Notes due
2007 (the "8.250% Senior Notes") for net proceeds of $598.4 million, $1.5
billion 8.625% Senior Notes due 2009 (the "8.625% Senior Notes") for net
proceeds of $1,495.4 million, and $1,475.0 million 9.920% Senior Discount Notes
due 2011 (the "9.920% Senior Discount Notes") for net proceeds of $905.5
million, (collectively with the 8.250% Senior Notes and the 8.625% Senior Notes,
referred to as the "Charter Holdings Notes").
The 8.250% Senior Notes are not redeemable prior to maturity. Interest is
payable semiannually in arrears on April 1 and October 1, beginning October 1,
1999 until maturity.
The 8.625% Senior Notes are redeemable at the option of the Company at
amounts decreasing from 104.313% to 100% of par value beginning on April 1,
2004, plus accrued and unpaid interest, to the date of redemption. At any time
prior to April 1, 2002, the Company may redeem up to 35% of the aggregate
principal amount of the 8.625% Senior Notes at a redemption price of 108.625% of
the principal amount under certain conditions. Interest is payable semi-annually
in arrears on April 1 and October 1, beginning October 1, 1999, until maturity.
The 9.920% Senior Discount Notes are redeemable at the option of the
Company at amounts decreasing from 104.960% to 100% of accreted value beginning
April 1, 2004. At any time prior to April 1, 2002, the Company may redeem up to
35% of the aggregate principal amount of the 9.920% Senior Discount Notes at a
redemption price of 109.920% of the accreted value under certain conditions. No
interest will be payable until April 1, 2004. Thereafter, cash interest is
payable semi-annually in arrears on April 1 and October 1 beginning April 1,
2004, until maturity. The discount on the 9.920% Senior Discount Notes is being
accreted using the effective interest method. The unamortized discount was
$497.2 million at December 31, 1999.
The Charter Holdings Notes rank equally with current and future unsecured
and unsubordinated indebtedness (including accounts payables of the Company).
The Company is required to make an offer to repurchase all of the Charter
Holdings Notes, at a price equal to 101% of the aggregate principal or 101% of
the accreted value, together with accrued and unpaid interest, upon a change of
control of the Company, as defined.
RENAISSANCE NOTES
In connection with the acquisition of Renaissance Media Group LLC
(Renaissance) during the second quarter of 1999, the Company assumed $163.2
million principal amount at maturity of senior discount notes due April 2008
(the "Renaissance Notes"). As a result of the change in control of Renaissance,
the Company was required to make an offer to repurchase the Renaissance Notes at
101% of their accreted value. In May 1999, the Company made an offer to
repurchase the Renaissance Notes pursuant to this requirement, and the holders
of the Renaissance Notes tendered an amount representing 30% of the total
outstanding principal amount at maturity for repurchase. These notes were
repurchased using a portion of the proceeds from the Charter Holdings Notes.
As of December 31, 1999, $114.4 million aggregate principal amount at
maturity of Renaissance Notes with a carrying value of $86.5 million remain
outstanding. Interest on the Renaissance Notes shall be paid semi-annually at a
rate of 10% per annum beginning on October 15, 2003.
The Renaissance Notes are redeemable at the option of the Company, in whole
or in part, at any time on or after April 15, 2003, initially at 105% of their
principal amount at maturity, plus accrued and unpaid interest, declining to
100% of the principal amount at maturity, plus accrued and unpaid interest, on
or after April 15, 2006. In addition, at any time prior to April 15, 2001, the
Company may redeem up to 35% of the original principal amount at maturity with
the proceeds of one or more sales of membership units at 110% of their accreted
value, plus accrued and unpaid interest on the redemption date, provided that
after any such redemption, at least $106 million aggregate principal amount at
maturity remains outstanding.
RIFKIN NOTES
The Company acquired Rifkin in September 1999 and assumed Rifkin's 11.125%
Senior Subordinated Notes due 2006 together with a $3.0 million promissory note
payable to Monroe Rifkin, (the "Rifkin Notes"). Interest on the Rifkin Notes is
payable semi-annually on January 15 and July 15 of each year. In September 1999,
the
F-15
<PAGE> 112
Company commenced an offer to repurchase any and all of the outstanding Rifkin
Notes, for cash at a premium over the principal amounts. In conjunction with
this tender offer, the Company sought and obtained the consent of a majority in
principal amount of the note holders of the outstanding Rifkin Notes to proposed
amendments to the indenture governing the Rifkin Notes, which eliminated
substantially all of the restrictive covenants. In October 1999, the Company
repurchased a portion of the Rifkin Notes with a total outstanding principal
amount of $124.1 million for a total of $140.6 million, including a consent fee
to the holders who delivered timely consents amending the indenture, and
repurchased the promissory note issued to Monroe Rifkin for $3.4 million. These
notes were paid using borrowings from the Charter Operating Credit Facilities.
At December 31, 1999, $900 aggregate principal of Rifkin Notes remain
outstanding.
HELICON NOTES
The Company acquired Helicon I, L.P. and affiliates (collectively,
"Helicon") in July 1999 and assumed Helicon's 11% Senior Secured Notes due 2003
(the "Helicon Notes"). On November 1, 1999, the Company redeemed all of the
Helicon Notes at a purchase price equal to 103% of their principal amount, plus
accrued and unpaid interest, for $124.8 million using borrowings from the
Charter Operating Credit Facilities.
CHARTER OPERATING CREDIT FACILITIES
The Charter Operating Credit Facilities provide for two term facilities,
one with a principal amount of $1.0 billion that matures September 2007 (Term
A), and the other with the principal amount of $1.85 billion that matures March
2008 (Term B). The Charter Operating Credit Facilities also provides for a $1.25
billion revolving credit facility with a maturity date of September 2007 and at
the option of the lenders, supplemental credit facilities, in the amount of
$500.0 million available until March 18, 2002. Amounts under the Charter
Operating Credit Facilities bear interest at the Base Rate or the Eurodollar
rate, as defined, plus a margin of up to 2.75%. The variable interest rates
ranged from 8.22% to 9.25% at December 31, 1999. A quarterly commitment fee of
between 0.25% and 0.375% per annum is payable on the unborrowed balance of Term
A and the revolving credit facility. As of December 31, 1999, the unused
availability was $1.2 billion. In March 2000, the credit agreement was amended
to increase the amount of the supplemental credit facility to $1.0 billion. In
connection with this amendment, $600.0 million of the supplemental credit
facility (the "Incremental Term Loan") was drawn down. The Incremental Term Loan
maturity date is September 18, 2008.
The indentures governing the debt agreements require the Company and/or its
subsidiaries to comply with various financial and other covenants, including the
maintenance of certain operating and financial ratios. These debt instruments
also contain substantial limitations on, or prohibitions of distributions,
additional indebtedness, liens, asset sales and certain other items. As a result
of limitations and prohibitions of distributions, substantially all of the net
assets of the consolidated subsidiaries are restricted for distribution to
Charter Holdings, the parent company.
Based upon outstanding indebtedness at December 31, 1999, the amortization
of term loans, scheduled reductions in available borrowings of the revolving
credit facility, and the maturity dates for all senior and subordinated notes,
aggregate future principal payments on the total borrowings under all debt
agreements at December 31, 1999, are as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
- ---- ----------
<S> <C>
2000........................................................ $ --
2001........................................................ --
2002........................................................ 88,875
2003........................................................ 156,000
2004........................................................ 168,500
Thereafter.................................................. 6,182,938
----------
$6,596,313
==========
</TABLE>
F-16
<PAGE> 113
8. FAIR VALUE OF FINANCIAL INSTRUMENTS:
A summary of debt and the related interest rate hedge agreements at
December 31, 1999, is as follows:
<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
---------- ---------- ----------
<S> <C> <C> <C>
DEBT
8.250% Senior Notes........................................ $ 598,557 $ -- $ 558,000
8.625% Senior Notes........................................ 1,495,787 -- 1,395,000
9.920% Senior Discount Notes............................... 977,807 -- 881,313
Charter Operating Credit Facilities........................ 2,906,000 -- 2,906,000
Loans payable to related parties........................... 906,000 -- 906,000
Renaissance:
10.000% Senior Discount Notes............................ 86,507 -- 79,517
Rifkin:
11.125% Senior Subordinated Notes........................ 954 -- 990
</TABLE>
<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
---------- ---------- ----------
<S> <C> <C> <C>
INTEREST RATE HEDGE AGREEMENTS
Swaps...................................................... $ 15,554 $3,315,000 $ (17,951)
Collars.................................................... 1,361 240,000 (199)
</TABLE>
A summary of debt and the related interest rate hedge agreements at
December 31, 1998, is as follows:
<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
---------- ---------- ----------
<S> <C> <C> <C>
DEBT
Credit Agreements (including CCPH, CCA Group and
CharterComm Holdings).................................... $1,726,500 $ -- $1,726,500
14.000% Senior Secured Discount Debentures................. 138,102 -- 138,102
11.250% Senior Notes....................................... 137,604 -- 137,604
INTEREST RATE HEDGE AGREEMENTS
Swaps...................................................... $ 23,216 $1,105,000 $ 23,216
Caps....................................................... -- 15,000 --
Collars.................................................... 4,174 310,000 4,174
</TABLE>
As the long-term debt under the credit facilities bears interest at current
market rates, their carrying amount approximates market value at December 31,
1999 and 1998. The fair values of the notes are based on quoted market prices.
The weighted average interest pay rate for the Company's interest rate swap
agreements was 8.35% and 7.66% at December 31, 1999 and 1998, respectively.
During 1999, the cap interest rate agreements expired and were not renewed. At
December 31, 1998, the weighted average interest rate for the cap interest
agreements was 8.55%. The weighted average interest rate for the Company's
interest rate collar agreements were 9.13% and 7.74%, for the cap and floor
components, respectively, at December 31, 1999, and 8.61% and 7.31%,
respectively, at December 31, 1998.
The notional amounts of interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the Company's
exposure through its use of interest rate hedge agreements. The amounts
exchanged are determined by reference to the notional amount and the other terms
of the contracts.
The fair value of interest rate hedge agreements generally reflects the
estimated amounts that the Company would (receive) or pay (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking
F-17
<PAGE> 114
into account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Company's interest rate hedge agreements.
Management believes that the sellers of the interest rate hedge agreements
will be able to meet their obligations under the agreements. In addition, some
of the interest rate hedge agreements are with certain of the participating
banks under the Company's credit facilities, thereby reducing the exposure to
credit loss. The Company has policies regarding the financial stability and
credit standing of major counterparties. Nonperformance by the counterparties is
not anticipated nor would it have a material adverse effect on the Company's
consolidated financial position or results of operations.
9. REVENUES:
Revenues consist of the following:
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
YEAR ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ -------------
<S> <C> <C>
Basic....................................................... $ 927,726 $ 9,347
Premium..................................................... 117,396 1,415
Pay-per-view................................................ 26,627 260
Digital video............................................... 7,664 10
Advertising sales........................................... 67,918 493
Cable modem................................................. 9,991 55
Other....................................................... 168,508 2,133
---------- -------
$1,325,830 $13,713
========== =======
</TABLE>
10. OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES:
Operating, general and administrative expenses consist of the following:
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
YEAR ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ -------------
<S> <C> <C>
Programming................................................. $304,103 $ 3,137
General and administrative.................................. 222,283 2,377
Service..................................................... 89,969 847
Advertising................................................. 29,683 344
Marketing................................................... 22,504 225
Other....................................................... 15,104 204
-------- --------
$683,646 $ 7,134
======== ========
</TABLE>
11. RELATED PARTY TRANSACTIONS:
Charter Investment and Charter 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 services are billed and charged directly to the Company's
operating subsidiaries and are included in operating costs. These billings are
allocated based on the number of basic customers. Such costs totaled $16.1
million and $128 for the year ended December 31, 1999, and for the period from
December 24, 1998, through December 31, 1998, 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.
F-18
<PAGE> 115
Management believes that costs incurred by Charter Investment and Charter on the
Company's behalf and included in the accompanying financial statements are not
materially different than costs the Company would have incurred as a stand-alone
entity.
The Company pays certain costs on behalf of Charter Investment and Charter.
These costs are reimbursed by Charter Investment and Charter and are recorded as
receivables from manager of cable systems-related parties in the accompanying
consolidated financial statements.
Charter Investment utilizes a combination of excess insurance coverage and
self-insurance programs for its medical, dental and workers' compensation
claims. Charges are made to the Company as determined by independent actuaries
at the present value of the actuarially computed present and future liabilities
for such benefits. Medical coverage provides for $1.0 million aggregate stop
loss protection and a loss limitation of $100 per person per year. Workers'
compensation coverage provides for $1.0 million aggregate stop loss protection
and a loss limitation of $250 per person per year.
The Company is charged a management fee as stipulated in the management
agreements between Charter Investment, Charter and the Company. As of December
31, 1999 and 1998, management fees currently payable of $5.6 million and $473,
respectively, are included in payables to manager of cable television
systems-related parties. To the extent management fees charged to the Company
are greater (less) than the corporate expenses incurred by Charter Investment
and Charter, the Company will record distributions to (capital contributions
from) Charter Investment and Charter. For the year ended December 31, 1999, the
Company recorded distributions of $10.1 million. For the period from December
24, 1998, through December 31, 1998, the management fee charged to the Company
approximated the corporate expenses incurred by Charter Investment and Charter
on behalf of the Company. The Charter Operating Credit Facilities and notes
outstanding prohibit 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
revenues owed to Charter Investment or Charter based on the management agreement
is recorded as deferred management fees-related parties.
Charter, Mr. Allen and certain affiliates of Mr. Allen own equity interests
or warrants to purchase equity interests 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 of the Company or directors of Charter also serve as
directors of High Speed Access and USA Networks. The Company and its affiliates
do not hold controlling interests in any of these companies.
Certain of the Company's cable customers receive cable modem-based Internet
access through High Speed Access and TV-based Internet access through WorldGate.
For the year ended December 31, 1999, and for the period from December 24, 1998,
through December 31, 1998, 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 subscribers receiving the
service. Such fees for the year ended December 31, 1999, and for the period from
December 24, 1998, through December 31, 1998, were approximately 1% of total
operating costs. 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, 1999, and for the period from December 24, 1998, through
December 31, 1998, were less than 1% of total revenues.
In the second quarter of 1999, Charter Holdings loaned $50 million to
Charter Holdco. The promissory note bears interest at 7.5% compounded annually.
For the year ended December 31, 1999, Charter Holdings recognized $1.2 million
of interest income pertaining to this promissory note. This note was repaid in
November 1999.
In connection with the issuance of the Charter Holdings Notes in March
1999, the Company extinguished substantially all existing long-term debt
including debt at Marcus Cable. Prior to the merger with Marcus Cable in March
1999, the Company loaned Marcus Cable $1.7 billion. In April 1999, the loan was
repaid.
F-19
<PAGE> 116
During November 1999, the Company received $906 million from Charter and
Charter Holdco that was used to pay down the Charter Operating Credit
Facilities. The Company recorded the funds as loans payable-related parties. The
loans will be repaid with additional long-term borrowings made in connection
with the Bresnan acquisition (See Note 17) and accordingly, the loans have been
classified as long-term. The loans carry interest rates from 7.82% to 7.91%.
Interest expense on the loans totaled $11.6 million for the year ended December
31, 1999.
12. OPTION PLAN:
In accordance with an employment agreement between Charter Investment and
the President and Chief Executive Officer of Charter and a related option
agreement with the President and Chief Executive Officer, an option to purchase
7,044,127 Charter HoldCo membership interests, was issued to the President and
Chief Executive Officer. The option vests over a four year period from the date
of grant and expires ten years from the date of grant.
In February 1999, Charter Holdings adopted an option plan providing for the
grant of options. The plan was assumed by Charter Holdco. The option plan
provides for grants of options to employees, officers and directors of Charter
Holdco and its affiliates and consultants who provide services to Charter
Holdco. Options granted vest over five years from the grant date, commencing 15
months after the date of 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.
Membership units received upon exercise of the options are automatically
exchanged for shares of Class A common stock of Charter on a one-for-one basis.
A summary of the activity for the Company's option plan for the year ended
December 31, 1999, and for the period from December 24, 1998, through December
31, 1998 is as follows:
<TABLE>
<CAPTION>
1999 1998
----------------------- ----------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
----------- -------- ---------- --------
<S> <C> <C> <C> <C>
Options outstanding, beginning of period........... 7,044,127 $20.00 -- $ --
Granted:
December 23, 1998................................ -- -- 7,044,127 20.00
February 9, 1999................................. 9,111,681 20.00 -- --
April 5, 1999.................................... 473,000 20.73 -- --
November 8, 1999................................. 4,741,400 19.00 -- --
Cancelled.......................................... (612,600) 19.95 -- --
----------- ------ ---------- ------
Options outstanding, end of period................. 20,757,608 $19.79 7,044,127 $20.00
=========== ====== ========== ======
Weighted Average Remaining Contractual Life........ 9.2 years 10.0 years
=========== ==========
Options Exercisable, end of period................. 2,091,032 $19.90 1,761,032 $20.00
=========== ====== ========== ======
Weighted average fair value of options granted..... $ 12.59 $ 12.50
=========== ==========
</TABLE>
In February 2000, the Company granted 5.7 million options at $19.47 per
share.
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. Option compensation expense of $80.0 million and
$845 for the year ended December 31, 1999, and for the period from December 24,
1998, to December 31, 1998, respectively, has been recorded in the consolidated
financial statements since the exercise prices were less than the estimated fair
values of the underlying membership interests on the date of grant. Estimated
fair values were determined by the Company using the valuation inherent in the
Paul Allen Transaction and valuations of public companies in the cable
television industry adjusted for factors specific to the Company. Compensation
expense is being recorded over the vesting period of each grant that varies from
four to five years. As
F-20
<PAGE> 117
of December 31, 1999, deferred compensation remaining to be recognized in future
periods totaled $79.4 million. No option compensation expense was recorded for
the options granted on November 8, 1999, since the exercise price is equal to
the estimated fair value of the underlying membership interests on the date of
grant. Since the membership units are exchangeable into Class A common stock of
Charter on a one-for-one basis, the estimated fair value was equal to the
initial offering price of Class A common stock.
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123), requires pro forma disclosure of the impact
on earnings as if the compensation costs for these plans had been determined
consistent with the fair value methodology of this statement. The Company's net
loss would have been increased to the following unaudited pro forma amounts
under SFAS 123:
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
YEAR ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ -------------
<S> <C> <C>
Net loss:
As reported............................................... $(585,924) $(5,277)
Pro forma (unaudited)..................................... (610,258) (5,495)
</TABLE>
The fair value of each option granted is estimated on the date of grant
using the Black-Scholes option-pricing model. The following weighted average
assumptions were used for grants during the year ended December 31, 1999, and
for the period from December 24, 1998, through December 31, 1998, respectively:
risk-free interest rates of 5.5% and 4.8%; expected volatility of 43.8% and
43.7%; and expected lives of 10 years. The valuations assume no dividends are
paid.
13. COMMITMENTS AND CONTINGENCIES:
LEASES
The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the year ended
December 31, 1999, and for the period from December 24, 1998, through December
31, 1998, were $10.3 million and $70, respectively. As of December 31, 1999,
future minimum lease payments are as follows:
<TABLE>
<S> <C>
2000........................................................ $6,132
2001........................................................ 4,614
2002........................................................ 2,511
2003........................................................ 1,921
2004........................................................ 1,441
Thereafter.................................................. 5,379
</TABLE>
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 incurred for pole rental attachments for the
year ended December 31, 1999, and for the period from December 24, 1998, through
December 31, 1998, was $13.3 million and $137, respectively.
LITIGATION
The Company is a party to lawsuits and claims that arose 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.
REGULATION IN THE CABLE TELEVISION INDUSTRY
The cable television 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
F-21
<PAGE> 118
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 television 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 television industry.
The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
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 1999, the
amounts refunded by the Company have 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, 1999, approximately 18% 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 their 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 television 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 television rates is not allowed to be more restrictive than
the federal or local regulation.
14. EMPLOYEE BENEFIT PLANS:
The Company's employees may participate in 401(k) plans (the "401(k)
Plans"). Employees that qualify for participation 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 matches 50% of the first
5% of participant contributions. The Company made contributions to the 401(k)
Plans totaling $2.9 million and $20 for the year ended December 31, 1999, and
for the period from December 24, 1998, through December 31, 1998, respectively.
15. ACCOUNTING STANDARD NOT YET IMPLEMENTED:
The Company is required to adopt Statement of Financial Accounting
Standards Board No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS No. 133) on 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
F-22
<PAGE> 119
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 not yet quantified the impact of adopting SFAS No.
133 on the consolidated financial statements nor has the Company determined the
timing of the adoption of SFAS No. 133. However, SFAS No. 133 could increase the
volatility in earnings (losses).
16. PARENT COMPANY ONLY FINANCIAL STATEMENTS:
As the result of limitations on and prohibition of distributions,
substantially all of the net assets of the consolidated subsidiaries are
restricted for distribution to Charter Holdings, the parent company. The
following parent company only financial statements of Charter Holdings account
for the investment in Charter Operating under the equity method of accounting.
The financial statements should be read in conjunction with the consolidated
financial statements of the Company and notes thereto.
CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 9,762 $ --
Investment in Charter Operating............................. 7,387,183 2,147,379
Other assets................................................ 69,793 --
---------- ----------
$7,466,738 $2,147,379
========== ==========
LIABILITIES AND MEMBER'S EQUITY
Current liabilities......................................... $ 47,365 $ --
Payables to manager of cable systems -- related parties..... 2,960 --
Long-term debt.............................................. 3,072,151 --
Member's equity............................................. 4,344,262 2,147,379
---------- ----------
$7,466,738 $2,147,379
========== ==========
</TABLE>
CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
YEAR ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ -------------
<S> <C> <C>
Interest expense............................................ $(221,925) $ --
Interest income............................................. 11,833 --
Equity in loss of Charter Operating......................... (375,832) (5,277)
--------- -------
Net loss.................................................. $(585,924) $(5,277)
========= =======
</TABLE>
F-23
<PAGE> 120
CHARTER COMMUNICATIONS HOLDINGS, LLC (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
YEAR ENDED 1998, THROUGH
DECEMBER 31, DECEMBER 31,
1999 1998
------------ -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (585,924) $(5,277)
Noncash interest expense.................................. 78,473 --
Equity in losses of Charter Operating..................... 375,832 5,277
Changes in assets and liabilities......................... 48,825 --
----------- -------
Net cash used in operating activities.................. (82,794) --
----------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Charter Operating........................... (1,730,466) --
Loans to Marcus Cable Holdings, LLC....................... (1,680,142)
Repayment of debt on behalf of Charter Operating.......... (663,259)
Distributions received from Charter Operating............. 96,748 --
----------- -------
Net cash used in investing activities.................. (3,977,119) --
----------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from debt offering........................... 2,999,385 --
Payments for debt issuance costs.......................... (74,000) --
Capital contributions..................................... 1,144,290 --
----------- -------
Net cash used in financing activities.................. 4,069,675 --
----------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 9,762 --
CASH AND CASH EQUIVALENTS, beginning of period.............. -- --
----------- -------
CASH AND CASH EQUIVALENTS, end of period.................... $ 9,762 $ --
=========== =======
</TABLE>
17. SUBSEQUENT EVENTS:
On January 1, 2000, Charter Holdco and Charter Holdings effected a number
of transactions in which cable systems acquired by Charter Holdco in November
1999 were contributed to Charter Holdings (the "Transferred Systems"). The
Company intends to account for the contribution of the Transferred Systems to
Charter Holdings as a reorganization of entities under common control in a
manner similar to pooling of interests effective January 1, 2000. Charter
Holdings will revise its financial statements as of and for the year ended
December 31, 1999, to reflect the reorganization. The accounts of the
Transferred Systems will be included in Charter Holdings' financial statements
from the date the Transferred Systems were acquired by Charter Holdco. This
revision will occur in connection with the filing of Charter Holdings' Quarterly
Report on Form 10-Q for the quarter ending March 31, 2000.
On January 6, 2000, Charter Holdings issued notes with a principal amount
of $1.5 billion (January 2000 Charter Holdings Notes). The January 2000 Charter
Holdings Notes are comprised of $675.0 million 10.00% Senior Notes due 2009,
$325.0 million 10.25% Senior Notes due 2010, and $532.0 million 11.75% Senior
Discount Notes due 2010. The net proceeds were approximately $1.3 billion, after
giving effect to discounts, commissions and expenses. The proceeds from the
January 2000 Charter Holdings Notes were used to finance the repurchases of debt
assumed in the above transfers and the Bresnan acquisition (as defined below).
On February 14, 2000, Charter Holdco and Charter Holdings completed the
acquisition of Bresnan Communications Company Limited Partnership (Bresnan).
Prior to the acquisition, Charter Holdco assigned a portion of its rights to
purchase Bresnan to Charter Holdings. Charter Holdco and Charter Holdings
purchased 52%
F-24
<PAGE> 121
of Bresnan from certain sellers for cash and certain sellers contributed 18% of
Bresnan to Charter Holdco for 14.8 million Class C common membership units of
Charter Holdco, an approximate 2.6% equity interest in Charter Holdco. Charter
Holdco then transferred its ownership interest to Charter Holdings. Thereafter,
Charter Holdings and certain sellers contributed all of the outstanding
interests in Bresnan to CC VIII, LLC (CC VIII), a subsidiary of Charter Holdings
and Bresnan was dissolved. In exchange for the contribution of their interests
in Bresnan, the sellers received approximately 24.2 million Class A preferred
membership units in CC VIII representing 30% of the equity of CC VIII and are
entitled to a 2% annual return on their preferred membership units. The purchase
price for Bresnan was approximately $3.1 billion subject to adjustment and was
comprised of $1.1 billion in cash, $384.6 million and $629.5 million in equity
in Charter Holdco and CC VIII, respectively, and approximately $1.0 billion in
assumed debt. All the membership units received by the sellers are exchangeable
on a one-for-one basis for Class A common stock of Charter. The Bresnan cable
systems acquired are located in Michigan, Minnesota, Wisconsin and Nebraska, and
serve approximately 686,000 (unaudited) customers.
Subsequent to the completion of the Bresnan acquisition, Charter
repurchased all of the outstanding Bresnan 9.25% Senior Discount Notes Due 2009
with an accreted value of $192.1 million and Bresnan 8.00% Senior Notes Due 2009
with a principal amount of $170.0 million for a total of $369.7 million. The
notes were repurchased using a portion of the proceeds of the January 2000
Charter Holdings Notes.
F-25
<PAGE> 122
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Charter Communications Holdings, LLC:
We have audited the accompanying consolidated statements of operations,
changes in shareholder's investment and cash flows of Charter Communications
Holdings, LLC and subsidiaries for the period from January 1, 1998, through
December 23, 1998, and for the year ended December 31, 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of the operations and the cash flows of
Charter Communications Holdings, LLC and subsidiaries for the period from
January 1, 1998, through December 23, 1998, and for the year ended December 31,
1997, in conformity with accounting principles generally accepted in the United
States.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 5, 1999
F-26
<PAGE> 123
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1998, THROUGH YEAR ENDED
DECEMBER 23, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
REVENUES.................................................... $ 49,731 $18,867
-------- -------
OPERATING EXPENSES:
Operating, general and administrative..................... 25,952 11,767
Depreciation and amortization............................. 16,864 6,103
Corporate expense allocation -- related party............. 6,176 566
-------- -------
48,992 18,436
-------- -------
Income from operations................................. 739 431
-------- -------
OTHER INCOME (EXPENSE):
Interest expense.......................................... (17,277) (5,120)
Interest income........................................... 44 41
Other, net................................................ (728) 25
-------- -------
(17,961) (5,054)
-------- -------
Net loss............................................... $(17,222) $(4,623)
======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-27
<PAGE> 124
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S INVESTMENT
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------ ------- ----------- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996................................ $-- $ 5,900 $ (3,252) $ 2,648
Net loss................................................ -- -- (4,623) (4,623)
-- ------- -------- --------
BALANCE, December 31, 1997................................ -- 5,900 (7,875) (1,975)
Capital contributions................................... -- 10,800 -- 10,800
Net loss................................................ -- -- (17,222) (17,222)
-- ------- -------- --------
BALANCE, December 23, 1998................................ $-- $16,700 $(25,097) $ (8,397)
== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-28
<PAGE> 125
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1998, THROUGH YEAR ENDED
DECEMBER 23, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (17,222) $ (4,623)
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization........................ 16,864 6,103
Noncash interest expense............................. 267 123
Loss on sale of cable system......................... -- 1,363
(Gain) loss on disposal of property, plant and
equipment........................................... (14) 130
Changes in assets and liabilities, net of effects from
acquisition --
Receivables............................................ 10 (227)
Prepaid expenses and other............................. (125) 18
Accounts payable and accrued expenses.................. 16,927 894
Payables to manager of cable systems-related party..... 5,288 (153)
Other operating activities............................. 569 --
--------- --------
Net cash provided by operating activities......... 22,564 3,628
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (15,364) (7,880)
Payment for acquisition, net of cash acquired............. (167,484) --
Proceeds from sale of cable system........................ -- 12,528
Other investing activities................................ (486) --
--------- --------
Net cash (used in) provided by investing
activities....................................... (183,334) 4,648
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 217,500 5,100
Repayments of long-term debt.............................. (60,200) (13,375)
Capital contributions..................................... 7,000 --
Payments for debt issuance costs.......................... (3,487) (12)
--------- --------
Net cash provided by (used in) financing
activities....................................... 160,813 (8,287)
--------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 43 (11)
CASH AND CASH EQUIVALENTS, beginning of period.............. 626 637
--------- --------
CASH AND CASH EQUIVALENTS, end of period.................... $ 669 $ 626
========= ========
CASH PAID FOR INTEREST...................................... $ 7,679 $ 3,303
========= ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-29
<PAGE> 126
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND BASIS OF PRESENTATION:
Charter Communications Holdings, LLC (Charter Holdings), a Delaware limited
liability company, was formed in February 1999 as a wholly owned subsidiary of
Charter Investment, Inc. (Charter Investment). Charter Investment, through its
wholly owned cable television operating subsidiary, Charter Communications
Properties Holdings, LLC (CCPH), commenced operations with the acquisition of a
cable television system on September 30, 1995.
Effective December 23, 1998, as a part of a series of transactions, through
which Paul G. Allen acquired Charter Investment, Mr. Allen acquired CCPH for an
aggregate purchase price of $211 million, excluding $214 million in debt assumed
(the "Paul Allen Transaction"). In conjunction with the Paul Allen Transaction,
CCPH was converted from a corporation to a limited liability company. Also, in
conjunction with the Paul Allen Transaction, Charter Investment for fair value
acquired from unrelated third parties all of the interest it did not already own
in CharterComm Holdings, LLC (CharterComm Holdings) and CCA Group (comprised of
CCA Holdings, Corp., CCT Holdings Corp. and Charter Communications Long Beach,
Inc.), all cable television operating companies, for $2.0 billion, excluding
$1.8 billion in debt assumed. Charter Investment previously managed and owned
minority interests in these companies. These acquisitions were accounted for
using the purchase method of accounting, and accordingly results of operations
of CharterComm Holdings and CCA Group are included in the financial statements
of Charter Holdings from the date of acquisition. In February 1999, Charter
Investment transferred all of its cable television operating subsidiaries to a
wholly owned subsidiary of Charter Holdings, Charter Communications Operating,
LLC (Charter Operating). Charter Holdings is a wholly owned subsidiary of
Charter Communications Holding Company, LLC (Charter Holdco). The transfer was
accounted for as a reorganization of entities under common control similar to a
pooling of interests.
The accompanying consolidated financial statements include the accounts of
CCPH and CCP, its wholly owned cable operating subsidiary, representing the
consolidated financial statements of Charter Holdings and subsidiaries
(collectively, the "Company") for all periods presented. The accounts of
CharterComm Holdings and CCA Group are not included since these companies were
not owned and controlled by Charter Investment prior to December 23, 1998.
As a result of the change in ownership of CCPH, CharterComm Holdings and
CCA Group, Charter Holdings has applied push-down accounting in the preparation
of the consolidated financial statements effective December 23, 1998.
Accordingly, the consolidated financial statements of Charter Holdings for
periods ended on or before December 23, 1998, are presented on a different cost
basis than the consolidated financial statements for the periods after December
23, 1998 (not presented herein), and are not comparable.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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 that 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.
F-30
<PAGE> 127
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
Depreciation is provided on the straight-line basis over the estimated
useful lives of the related assets as follows:
<TABLE>
<S> <C>
Cable distribution systems.................................. 3-15 years
Buildings and leasehold improvements........................ 5-15 years
Vehicles and equipment...................................... 3-5 years
</TABLE>
For the period from January 1, 1998, through December 23, 1998, and for the
year ended December 31, 1997, depreciation expense was $6.2 million and $3.9
million, respectively.
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. 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.
OTHER ASSETS
Debt issuance costs are being amortized to interest expense using the
effective interest method over the term of the related debt. The interest rate
cap costs are being amortized over the terms of the agreement, which
approximates three years.
IMPAIRMENT OF ASSETS
If facts and circumstances suggest 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 net cash flows
related to the asset over its remaining life, the carrying value of such asset
is reduced to its estimated fair value.
REVENUES
Cable television revenues from basic and premium 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 23, 1998, and December 31, 1997, no installation
revenue has been deferred, as direct selling costs have exceeded installation
revenue.
Fees collected from programmers to guarantee carriage are deferred and
amortized to income over the life of the contracts. 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.
INTEREST RATE HEDGE AGREEMENTS
The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain debt agreements. Interest rate swaps,
caps and collars are accounted for as hedges of debt obligations, and
accordingly, the net settlement amounts are recorded as adjustments to interest
expense in the period incurred.
F-31
<PAGE> 128
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
Premiums paid for interest rate caps are deferred, included in other assets, and
are amortized over the original term of the interest rate agreement as an
adjustment to interest expense.
The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating fixed rate debt.
Interest rate caps and collars are entered into by the Company to reduce the
impact of rising interest rates on floating rate debt.
The Company's participation in interest rate hedging transactions involves
instruments that have a close correlation with its debt, thereby managing its
risk. Interest rate hedge agreements have been designated for hedging purposes
and are not held or issued for speculative purposes.
INCOME TAXES
The Company filed a consolidated income tax return with Charter Investment.
Income taxes are allocated to the Company in accordance with the tax-sharing
agreement between the Company and Charter Investment.
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. ACQUISITION:
In 1998, the Company acquired a cable system for an aggregate purchase
price, net of cash acquired, of $228.4 million, comprised of $167.5 million in
cash and $60.9 million in a note payable to the seller. The excess of the cost
of properties acquired over the amounts assigned to net tangible assets at the
date of acquisition was $207.6 million and is included in franchises.
The above acquisition was accounted for using the purchase method of
accounting, and accordingly, results of operations of the acquired assets have
been included in the financial statements from the dates of acquisition. The
purchase price was allocated to tangible and intangible assets based on
estimated fair values at the acquisition date.
Unaudited pro forma operating results as though the acquisition discussed
above, excluding the Paul Allen Transaction, had occurred on January 1, 1997,
with adjustments to give effect to amortization of franchises, interest expense
and certain other adjustments are as follows:
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1998, THROUGH YEAR ENDED
DECEMBER 23, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
Revenues.................................................... $ 67,007 $ 63,909
Loss from operations........................................ (7,097) (7,382)
Net loss.................................................... $(24,058) $(26,099)
</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
the transaction been completed as of the assumed date or which may be obtained
in the future.
F-32
<PAGE> 129
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
4. ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Activity in the allowance for doubtful accounts is summarized as follows:
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, FOR THE
1998, THROUGH YEAR ENDED
DECEMBER 23, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Balance, beginning of period................................ $ 52 $ 87
Acquisition of system....................................... 96 --
Charged to expense.......................................... 1,122 325
Uncollected balances written off, net of recoveries......... (778) (360)
-- --
------ -----
Balance, end of period...................................... $ 492 $ 52
====== =====
</TABLE>
5. SALE OF FT. HOOD SYSTEM:
In February 1997, the Company sold the net assets of the Ft. Hood system,
which served customers in Texas, for an aggregate sales price of approximately
$12.5 million. The sale of the Ft. Hood system resulted in a loss of
approximately $1.4 million, which is included in operating, general and
administrative costs in the accompanying consolidated statement of operations
for the year ended December 31, 1997.
6. INCOME TAXES:
Deferred tax assets and liabilities are recognized for the estimated future
tax consequence attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred income tax assets and liabilities are measured using the enacted
tax rates in effect for the year in which those temporary differences are
expected to be recovered or settled. Deferred income tax expense or benefit is
the result of changes in the liability or asset recorded for deferred taxes. A
valuation allowance must be established for any portion of a deferred tax asset
for which it is more likely than not that a tax benefit will not be realized.
No current provision (benefit) for income taxes was recorded. The effective
income tax rate is less than the federal rate of 35% primarily due to providing
a valuation allowance on deferred income tax assets.
7. RELATED-PARTY TRANSACTIONS:
Charter Investment provides 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 services are billed and charged directly to the Company's
operating subsidiaries and are included in operating costs. These billings are
determined based on the number of basic customers. Such costs totaled $437 and
$220, respectively, for the period from January 1, 1998, through December 23,
1998, and the year ended December 31, 1997. All other costs incurred by Charter
Investment on behalf of the Company are expensed in the accompanying
consolidated financial statements and are included in corporate expense
allocations -- related party. The cost of these services is allocated based on
the number of basic customers. Management considers these allocations to be
reasonable for the operations of the Company.
Charter Investment utilizes a combination of excess insurance coverage and
self-insurance programs for its medical, dental and workers' compensation
claims. Charges are made to the Company as determined by independent actuaries,
at the present value of the actuarially computed present and future liabilities
for such benefits. Medical coverage provides for $2.4 million aggregate stop
loss protection and a loss limitation of $100 per
F-33
<PAGE> 130
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
person per year. Workers' compensation coverage provides for $800 aggregate stop
loss protection and a loss limitation of $150 per person per year.
The Company is charged a management fee based on percentages of revenues as
stipulated in the management agreement between Charter Investment and the
Company. For the period from January 1, 1998, through December 23, 1998, and the
year ended December 31, 1997, the management fee charged to the Company
approximated the corporate expenses incurred by Charter Investment on behalf of
the Company.
8. COMMITMENTS AND CONTINGENCIES:
LEASES
The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, and for the year ended December 31,
1997, were $278 and $130, respectively.
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 incurred for pole rental attachments for the
period from January 1, 1998, through December 23, 1998, and for the year ended
December 31, 1997, was $421 and $271, respectively.
LITIGATION
The Company is a party to lawsuits that arose in the ordinary course of
conducting its business. In the opinion of management, after consulting with
legal counsel, the outcome of these lawsuits will not have a material adverse
effect on the Company's consolidated financial position or results of
operations.
REGULATION IN THE CABLE TELEVISION INDUSTRY
The cable television 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 to 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 television 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. As of December 31,
1998, 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. 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
F-34
<PAGE> 131
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
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
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 their 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 television rates is not allowed to be more restrictive than the federal or
local regulation. The Company is subject to state regulation in Connecticut.
9. EMPLOYEE BENEFIT PLAN:
401(K) PLAN
The Company's employees may participate in the Charter Communications, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 15% of their salary, on or before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Company contributes an amount equal to 50% of the first 5% of contributions by
each employee. The Company contributed $74 and $29 for the period from January
1, 1998, through December 23, 1998, and for the year ended December 31, 1997,
respectively.
APPRECIATION RIGHTS PLAN
Certain employees of Charter participated in the 1995 Charter
Communications, Inc. Appreciation Rights Plan (the "Plan"). The Plan permitted
Charter Investment to grant 1,500,000 units to certain key employees, of which
1,251,500 were outstanding at December 31, 1997. Units received by an employee
vest at a rate of 20% per year, unless otherwise provided in the participant's
Appreciation Rights Unit Agreement. The appreciation rights entitled the
participants to receive payment, upon termination or change in control of
Charter Investment, of the excess of the unit value over the base value (defined
as the appreciation value) for each vested unit. The unit value was based on
adjusted equity, as defined in the Plan. Deferred compensation expense was based
on the appreciation value since the grant date and was being amortized over the
vesting period.
As a result of the acquisition of Charter Investment by Mr. Allen, the Plan
was terminated, all outstanding units became 100% vested and all amounts were
paid by Charter Investment in 1999. The cost of this plan was allocated to the
Company based on the number of basic customers. The company considers this
allocation to be reasonable for the operations of the Company. For the period
January 1, 1998, through December 23, 1998, the Company expensed $3,800,
included in corporate expense allocation-related parties, and increased
shareholder's investment for the cost of this plan.
10. ACCOUNTING STANDARD NOT YET IMPLEMENTED:
In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, Accounting for Derivatives Instruments and Hedging Activities. 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
F-35
<PAGE> 132
CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged items in the income statement, and requires that a company
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 Company has not
yet quantified the impact of adopting SFAS No. 133 on the consolidated financial
statements nor has determined the timing of the adoption of SFAS No. 133.
However, SFAS No. 133 could increase volatility in earnings (losses).
F-36
<PAGE> 133
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Marcus Cable Holdings, LLC:
We have audited the accompanying consolidated statements of operations,
members' deficit and cash flows of Marcus Cable Holdings, LLC and subsidiaries
for the three months ended March 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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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 results of operations of Marcus
Cable Holdings, LLC and subsidiaries and their cash flows for the three months
ended March 31, 1999, in conformity with accounting principles generally
accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 6, 2000
F-37
<PAGE> 134
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE
MONTHS ENDED
MARCH 31,
1999
------------
<S> <C>
REVENUES.................................................... $ 125,180
---------
OPERATING EXPENSES:
Operating costs........................................... 45,309
General and administrative................................ 23,675
Depreciation and amortization............................. 51,688
Management fees -- related party.......................... 4,381
---------
125,053
---------
Income from operations................................. 127
---------
OTHER INCOME (EXPENSE):
Interest Income........................................... 104
Interest expense.......................................... (27,067)
Other, net................................................ (158)
---------
(27,121)
---------
Loss before extraordinary item.............................. (26,994)
EXTRAORDINARY ITEM -- Loss from early extinguishment of
debt........................................................ (107,978)
---------
Net loss.................................................... $(134,972)
=========
</TABLE>
The accompanying notes are an integral part of this consolidated statement.
F-38
<PAGE> 135
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF MEMBERS' DEFICIT
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCUS CABLE
PROPERTIES, VULCAN MEMBERS'
L.L.C CABLE, INC DEFICIT
------------ ---------- ---------
<S> <C> <C> <C>
BALANCE, December 31, 1998.................................. $(21,355) $ 125,639 $ 104,284
Net loss -- January 1, 1999 to March 31, 1999............... (5,129) (129,843) (134,972)
-------- --------- ---------
BALANCE, March 31, 1999..................................... $(26,484) $ (4,204) $ (30,688)
======== ========= =========
</TABLE>
The accompanying notes are an integral part of this consolidated statement.
F-39
<PAGE> 136
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
1999
------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (134,972)
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization.......................... 51,688
Amortization of non-cash interest expense.............. 868
Accretion of notes payable............................. 14,522
Extraordinary item -- loss from early extinguishment of
long-term debt........................................ 107,978
Changes in assets and liabilities, net of effects from
dispositions of cable television systems-
Accounts receivable.................................. 2,650
Prepaid expenses and other........................... 2,882
Accounts payable and accrued expenses................ (13,170)
Other operating activities........................... 9,022
-----------
Net cash provided by operating activities......... 41,468
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (57,057)
-----------
Net cash used in investing activities............. (57,057)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 24,246
Repayments of long-term debt.............................. (1,680,142)
Loan from Charter Holdings................................ 1,680,142
-----------
Net cash provided by financing activities......... 24,246
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 8,657
CASH AND CASH EQUIVALENTS, beginning of period.............. 813
-----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 9,470
===========
CASH PAID FOR INTEREST...................................... $ 12,807
===========
</TABLE>
The accompanying notes are an integral part of this consolidated statement.
F-40
<PAGE> 137
MARCUS CABLE HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. ORGANIZATION AND BASIS OF PRESENTATION
Marcus Cable Holdings, LLC (Marcus Holdings), a Delaware limited liability
company, was formed in February 1999 as parent of Marcus Cable Company, L.L.C.
(MCCLLC), formerly Marcus Cable Company, L.P. (MCCLP). MCCLP was formed as a
Delaware limited partnership and was converted to a Delaware limited liability
company on June 9, 1998. Marcus Holdings and its subsidiaries (collectively, the
"Company") derive their primary source of revenues by providing various levels
of cable television programming and services to residential and business
customers. The Company's operations are conducted through Charter Cable
Operating Company, LLC, formerly Marcus Cable Operating Company, L.L.C., a
wholly owned subsidiary of the Company. The Company operates cable television
systems primarily in Texas, Wisconsin, Indiana, California and Alabama.
The accompanying consolidated financial statements include the accounts of
MCCLLC and its subsidiary limited liability companies and corporations,
representing the financial statements of the Company for the period presented.
All significant intercompany accounts and transactions have been eliminated in
consolidation.
On April 23, 1998, Vulcan Cable, Inc. and Paul G. Allen (collectively
referred to as "Vulcan") acquired all of the outstanding limited partnership
interest and substantially all of the general partner interest in MCCLP for cash
payments of $1,392,000 (the "Vulcan Acquisition"). Under the terms of the
purchase agreement, the owner of the remaining 0.6% general partner interest in
the Company (the "Minority Interest"), which represents 100% of the voting
control of the Company, could cause Vulcan to purchase the 0.6% general partner
interest under certain conditions, or Vulcan could cause the Minority Interest
to sell its interest to Vulcan under certain conditions at a fair value of not
less than $8,000. On March 31, 1999, Vulcan acquired voting control of the
Company by its acquisition of the Minority Interest for cash consideration.
Effective December 23, 1998, through a series of transactions, Mr. Allen
acquired approximately 94% of Charter Communications, Inc. (Charter) (renamed
Charter Investment, Inc.). Beginning in October 1998, Charter began to manage
the operations of the Company.
In March 1999, Charter transferred all of its cable television operating
subsidiaries to a subsidiary, Charter Communications Holdings, LLC (Charter
Holdings) in connection with the issuance of Senior Notes and Senior Discount
Notes totaling $3.6 billion. These operating subsidiaries were then transferred
to Charter Communications Operating, LLC (Charter Operating). On April 7, 1999,
the cable television operating subsidiaries of the Company were transferred to
Charter Operating subsequent to the purchase by Mr. Allen of the Minority
Interest.
As a result of the Vulcan Acquisition, the Company recognized severance and
stay-on bonus compensation of $16,034 for the year ended December 31, 1998. As
of December 31, 1998, 35 employees and officers of the Company had been
terminated and $13,634 had been paid under severance and bonus arrangements. By
March 31, 1999, 50 additional employees were terminated and the remaining
balance of $2,400 was paid in April 1999.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH EQUIVALENTS
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
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 television
transmission and distribution facilities, and the cost of new customer
installation. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for maintenance and repairs are charged to
expense as incurred and equipment replacements and betterments are capitalized.
F-41
<PAGE> 138
Depreciation is provided by the straight-line method over the estimated
useful lives of the related assets as follows:
<TABLE>
<S> <C>
Cable distribution systems.................................. 3-10 years
Buildings and leasehold improvements........................ 5-15 years
Vehicles and equipment...................................... 3- 5 years
</TABLE>
Depreciation expense for the three months ended March 31, 1999 was $33,696.
FRANCHISES
Costs incurred in obtaining and renewing cable television franchises are
deferred and amortized over the estimated 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 television systems
represent management's estimate of fair value and are amortized using the
straight-line method over a period of 15 years. 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 the three months ended March
31, 1999 was $17,992.
OTHER ASSETS
Debt issuance costs are amortized to interest expense over the term of the
related debt.
IMPAIRMENT OF ASSETS
If facts and circumstances suggest 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
Cable television revenues from basic and premium 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 television system. As of March 31, 1999, no installation revenue has been
deferred as direct selling costs exceeded installation revenue.
INCOME TAXES
Income taxes are the responsibility of the individual members and are not
provided for in the accompanying financial statements. The Company's subsidiary
corporations are subject to federal income tax but have had no operations since
inception and therefore, no taxable income.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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. MEMBERS' EQUITY (DEFICIT)
Upon completion of the Vulcan Acquisition, Vulcan owned 99.4% of MCCLP
through direct ownership of all LP Units and through 80% ownership of Marcus
Cable Properties, Inc. ("MCPI"), the general partner of Marcus Cable Properties,
L.P. ("MCPLP"), the general partner of MCCLP. The Minority Interest owned the
voting common stock, or the remaining 20% of MCPI.
F-42
<PAGE> 139
On June 9, 1998, MCCLP was converted into a Delaware limited liability
company with two members: Vulcan Cable, Inc., with 96.2% ownership, and Marcus
Cable Properties, L.L.C. ("MCPLLC") (formerly MCPLP), with 3.8% ownership.
Vulcan Cable, Inc. owns approximately 25.6% and MCPI owns approximately 74.4% of
MCPLLC, with Vulcan's interest in MCPI unchanged. As there was no change in
ownership interests, the historical partners' capital balances at June 9, 1998
were transferred to and became the initial equity of MCCLLC, and thus the
accompanying statement of members' equity has been presented as if the
conversion of MCCLP into MCCLLC occurred on April 23, 1998, the date of the
Vulcan Acquisition (see Note 1).
As of March 31, 1999, MCCLLC has 100 issued and outstanding membership
units. Income and losses of MCCLLC are allocated to the members in accordance
with their ownership interests. Members are not personally liable for
obligations of MCCLLC.
4. RELATED PARTY TRANSACTIONS
The Company and Charter entered into a management agreement on October 6,
1998 whereby Charter began to manage the day-to-day operations of the Company.
In consideration for the management consulting services provided by Charter,
Marcus paid Charter an annual fee equal to 3% of the gross revenues of the cable
system operations plus reimbursement for out of pocket costs and expenses
incurred by Charter in performing services under the management agreement. For
the three months ended March 31, 1999, management fees under this agreement were
$4,381. In connection with the transfer of the Company's operating subsidiaries
to Charter Operating, the annual fee paid by Marcus to Charter increased to
3.5%.
5. EMPLOYEE BENEFIT PLAN
The Company sponsored a 401(k) plan for its employees whereby employees
that qualified for participation under the plan could 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 matched participant
contributions up to a maximum of 2% of a participant's salary. As a result of
the Vulcan Acquisition, participants became fully vested in Company matching
contributions.
In connection with Vulcan's acquisition of Charter, the Marcus Plan's
assets were frozen as of December 23, 1998 and employees became fully vested in
company matching contributions after the Vulcan Acquisition. Effective January
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"). Employees that qualify for participation 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 contributes an amount equal to 50% of the first 5% of contributions by
each employee. For the three months ended March 31, 1999, the Company made
contributions to the Charter Plan of $237.
6. COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the three months
ended March 31, 1999 were $584. 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
attachments for the three months ended March 31, 1999 was $955.
LITIGATION
In Alabama, Indiana, Maryland, Texas and Wisconsin, customers have filed
putative class action lawsuits on behalf of all of the Company's customers
residing in those states who are or were customers, and who have been charged a
processing fee for delinquent payment of their cable bill. The plaintiffs
challenge the legality of the processing fee and seek declaratory judgment,
injunctive relief and unspecified damages. The Company is in the process of
finalizing a global settlement of these cases, which settlement must be approved
by a court. Unless a global settlement is consummated and approved, the Company
intends to vigorously defend the actions. At this
F-43
<PAGE> 140
stage, the Company is not able to project the final costs of settlement, the
expenses of defending the actions or the potential outcome of the actions,
including the impact on the consolidated financial position or results of
operations.
The Company is also party to lawsuits, which are generally incidental to
its business. In the opinion of management, after consulting with legal counsel,
the outcome of these lawsuits will not have a material adverse effect on the
Company's consolidated financial position or results of operations.
REGULATION IN THE CABLE TELEVISION INDUSTRY
The cable television 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 television 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 television industry.
The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
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. As of December 31,
1998, 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. 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 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, deregulates rates on the cable
programming service tier (CPST). The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Telecom
Act. The Company cannot predict the ultimate effect of the 1996 Telecom Act on
the Company's financial position or results of operations.
The FCC may further restrict the ability of cable television operators to
implement rate increases or the United States Congress may enact legislation
that could delay or suspend the scheduled March 1999 termination of CPST rate
regulation. This continued rate regulation, if adopted, could limit the rates
charged by the Company.
A number of states subject cable television 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 television rates is not allowed to be more restrictive than
the federal or local regulation.
7. LONG-TERM DEBT
In March 1999, concurrent with the issuance of Senior Notes and Senior
Discount Notes (see Note 1), Charter and the Company extinguished all long-term
debt, excluding borrowings of Charter and the Company under their respective
credit agreements, and refinanced all existing credit agreements at various
subsidiaries of Charter
F-44
<PAGE> 141
and the Company with a new credit agreement entered into by Charter Operating.
The excess of the amount paid over the carrying value of the Company's long-term
debt, net of unamortized debt issuance costs, was recorded as Extraordinary
item -- loss on early extinguishment of debt in the accompanying consolidated
statement of operations.
8. ACCOUNTING STANDARD NOT IMPLEMENTED
In June 1998, the Financial Accounting Standards Boards adopted Statement
of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Financial Instruments and Hedging Activities. 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. 133, as amended by SFAS No.
137, is effective for fiscal years beginning after June 15, 2000. The Company
has not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility of earnings
(loss).
F-45
<PAGE> 142
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-46
<PAGE> 143
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-47
<PAGE> 144
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-48
<PAGE> 145
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-49
<PAGE> 146
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-50
<PAGE> 147
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.
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.
F-51
<PAGE> 148
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
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>
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>
F-52
<PAGE> 149
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
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.
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.
F-53
<PAGE> 150
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
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 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.
F-54
<PAGE> 151
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
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.
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
F-55
<PAGE> 152
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
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 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.
F-56
<PAGE> 153
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
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 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.
F-57
<PAGE> 154
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN THOUSANDS)
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-58
<PAGE> 155
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Greater Media, Inc.:
We have audited the accompanying combined statements of income, changes in
net assets and cash flows of Greater Media Cablevision Systems (see Note 1)
(collectively, the "Combined Systems") included in Greater Media, Inc., for the
nine months ended June 30, 1999. These combined financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these combined financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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 results of operations of the Combined
Systems and their cash flows for the nine months ended June 30, 1999, in
conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 6, 2000
F-59
<PAGE> 156
GREATER MEDIA CABLEVISION SYSTEMS
COMBINED STATEMENT OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
JUNE 30,
1999
-----------
<S> <C>
REVENUES.................................................... $62,469
-------
OPERATING EXPENSES:
Operating................................................. 26,248
General and administrative................................ 9,150
Corporate charges- related party.......................... 3,175
Depreciation and amortization............................. 7,398
-------
45,971
-------
Income from operations................................. 16,498
-------
OTHER EXPENSE:
Interest expense, net..................................... (705)
Other..................................................... (365)
-------
INCOME BEFORE PROVISION IN LIEU OF INCOME TAXES............. 15,428
PROVISION IN LIEU OF INCOME TAXES........................... 6,646
-------
NET INCOME.................................................. $ 8,782
=======
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-60
<PAGE> 157
GREATER MEDIA CABLEVISION SYSTEMS
COMBINED STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<S> <C>
BALANCE, September 30, 1998................................. $54,131
Net income................................................ 8,782
Provision in lieu of income taxes......................... 6,646
Net payments to affiliates................................ (34)
-------
BALANCE, June 30, 1999...................................... $69,525
=======
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-61
<PAGE> 158
GREATER MEDIA CABLEVISION SYSTEMS
COMBINED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
JUNE 30,
1999
-----------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 8,782
Adjustments to reconcile net income to net cash provided
by operating activities --
Depreciation and amortization.......................... 7,398
Provision in lieu of income taxes...................... 6,646
Loss on sale of fixed assets........................... 465
Changes in assets and liabilities --
Accounts receivable, prepaid expenses and other
current assets...................................... (1,431)
Other assets......................................... 10
Accounts payable and accrued expenses................ (178)
Customers' prepayments and deferred installation
revenue............................................. 218
--------
Net cash provided by operating activities......... 21,910
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (13,797)
Other.................................................. (512)
--------
Net cash used in investing activities............. (14,309)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments to affiliates................................ (34)
--------
Net cash used in financing activities............. (34)
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 7,567
CASH AND CASH EQUIVALENTS, beginning of period.............. 4,080
--------
CASH AND CASH EQUIVALENTS, end of period.................... $ 11,647
========
CASH PAID FOR NON-AFFILIATE INTEREST........................ $ 264
========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-62
<PAGE> 159
GREATER MEDIA CABLEVISION SYSTEMS
NOTES TO COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization, Basis of Presentation and Operations
Greater Media Cablevision Systems is comprised of the following
Massachusetts-based cable television systems: Auburn, Boylston, Chicopee,
Dudley, East Longmeadow, Easthampton, Grafton, Hampden, Holden, Leicester,
Ludlow, Millbury, Northborough, Northbridge, Oxford, Paxton, Southampton,
Southborough, Southbridge, Spencer, Sturbridge, Upton, Webster, West Boylston,
West Brookfield, Westborough, Wilbraham and Worcester (the "Combined Systems").
The Combined Systems are wholly-owned by Greater Media Cablevision, Inc. (the
"Company"). The combined financial statements do not include the accounts of
Greater Philadelphia Cablevision, Inc. or Greater Philadelphia Cablevision
Limited Partnership, which are also wholly-owned by the Company. The Company is
a wholly-owned subsidiary of Greater Media, Inc. (the "Parent"). On June 30,
1999, Charter Communications Entertainment I, LLC, an indirect subsidiary of
Charter Communications Holdings Company, LLC purchased the Combined Systems for
an aggregate purchase price of $500 million plus a working capital adjustment
(the "Charter Sale"). Effective with this change of ownership, the Combined
Systems will be managed by Charter Investment, Inc.
Significant intercompany accounts and transactions between the Combined
Systems have been eliminated in the combined financial statements.
The Combined Systems primarily provide cable television services to
subscribers in central and western Massachusetts.
Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Property, Plant and Equipment
Maintenance and repair costs are expensed when incurred. For financial
reporting purposes, depreciation is provided on the straight-line method based
on the following estimated useful lives:
<TABLE>
<S> <C>
Land improvements........................................... 20 years
Furniture, fixtures and equipment........................... 3-15 years
Buildings................................................... 15-40 years
Trunk and distribution systems.............................. 7-12 years
</TABLE>
Depreciation expense for the nine months ended June 30, 1999, was $7,343.
Intangible Assets
Intangible assets consist primarily of goodwill, which is amortized over
forty years, and costs incurred in obtaining and renewing cable franchises,
which are amortized over the life of the respective franchise agreements.
Amortization expense for the nine months ended June 30, 1999, was $55.
Revenues
Cable television revenues from basic and premium services are recognized
when the related services are provided.
F-63
<PAGE> 160
Segments
Segments have been identified based upon management responsibility. The
Company operates in one segment, cable services.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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.
2. INCOME TAXES
The Combined Systems are included in the consolidated federal income tax
return of the Parent. The Parent is responsible for tax payments applicable to
the Combined Systems. The combined financial statements reflect a provision in
lieu of income taxes as if the Combined Systems were filing on a separate
company basis. Accordingly, the Combined Systems have included the provision in
lieu of income taxes as a component of net assets.
The provision in lieu of income taxes approximates the amount of tax
computed using U.S. statutory rates, after reflecting state income tax expense.
3. RELATED PARTY TRANSACTIONS
The Company and each of its subsidiaries are guarantors of the Parent's
debt.
The combined statements include charges for certain corporate expenses
incurred by the Parent on behalf of the Combined Systems. Such charges amounted
to $3,175 for the nine months ended June 30, 1999. Management believes that this
cost is reasonable and reflects costs of doing business that the Combined
Systems would have incurred on a stand-alone basis.
4. EMPLOYEE BENEFIT PLANS
401(k) Plan
The Combined Systems' employees participate in the Greater Media, Inc.
401(k) Plan (the "401(k) Plan"). Employees that qualify for participation can
contribute up to 12% of their salary, on a before tax basis, subject to a
maximum contribution limit as determined by the Internal Revenue Service. The
Combined Systems' contribute an amount equal to 50% of the participant's
contribution, limited to the lessor of 3% of the participant's compensation or
$1 per year. In connection with the Charter Sale, all employees became fully
vested. Following the Charter Sale, the Company's 401(k) plan was merged into
Charter Communication, Inc.'s.
The Combined Systems expense relating to the 401(k) Plan for the nine
months ended June 30, 1999, was $123.
PENSION
Certain employees of the Combined Systems participate in a pension plan
sponsored by the Parent. The Combined Systems allocable share of the pension
expense amounted to $57 for the nine months ended June 30, 1999. As a result of
the Charter Sale, the Combined Systems' employees became fully vested with
respect to their plan benefits. No additional benefits will accrue to such
employees in the future. In addition, the Parent is responsible for the
allocable pension liability and will continue to administer the plan on behalf
of the Combined Systems' employees.
F-64
<PAGE> 161
5. COMMITMENTS AND CONTINGENCIES
Leases
The Combined Systems lease certain facilities and equipment under
noncancelable operating leases. Rent expense incurred for the nine months ended
June 30, 1999, was $249.
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 incurred for pole rental attachments for the
nine months ended June 30, 1999, was $479.
Litigation
The Combined Systems are a party to lawsuits 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 will not have a
material adverse effect on the Combined Systems' combined financial position or
results of operations.
Regulation in the Cable Television Industry
The cable television 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 television 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 Combined Systems cannot predict the
impact of future developments on the cable television industry.
The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
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. The Combined Systems
may be required to refund additional amounts in the future.
The Combined Systems believe 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 Combined Systems are unable to justify its basic rates. The
Combined Systems are unable to estimate at this time the amount of refunds, if
any, that may be payable by the Combined Systems in the event certain of its
rates are successfully challenged by franchising authorities or found to be
unreasonable by the FCC. The Combined Systems do not believe that the amount of
any such refunds would have a material adverse effect on the financial position
or results of operations of the Combined Systems.
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 Combined Systems do not believe any adjudications regarding their
pre-sunset complaints will have a material adverse effect on the Combined
Systems' financial position or results of operations.
A number of states subject cable television 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 television rates is not allowed to be more restrictive than
the federal or local regulation.
F-65
<PAGE> 162
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Helicon Partners I, L.P.:
We have audited the accompanying combined statements of operations, changes
in net assets and cash flows of Helicon Partners I, L.P. and affiliates for the
seven months ended July 30, 1999. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these combined financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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 results of operations of Helicon Partners
I, L.P. and affiliates and their cash flows for the seven months ended July 30,
1999 in conformity with accounting principles generally accepted in the United
States.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 6, 2000
F-66
<PAGE> 163
HELICON PARTNERS I, L.P. AND AFFILIATES
COMBINED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
SEVEN MONTHS
ENDED
JULY 30,
1999
------------
<S> <C>
REVENUES.................................................... $ 49,564,581
------------
OPERATING EXPENSES:
Operating expenses........................................ 16,358,995
General and administrative expenses....................... 13,877,357
Marketing expenses........................................ 1,327,669
Depreciation and amortization............................. 16,616,529
Management fee charged by affiliate....................... 2,511,416
------------
Total operating expenses............................. 50,691,966
------------
Operating income.................................. (1,127,385)
------------
INTEREST INCOME (EXPENSE):
Interest expense.......................................... (20,681,592)
Interest income........................................... 124,486
------------
NET LOSS.................................................... $(21,684,491)
============
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-67
<PAGE> 164
HELICON PARTNERS I, L.P. AND AFFILIATES
COMBINED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
<TABLE>
<CAPTION>
PREFERRED CLASS A CLASS B CAPITAL
LIMITED GENERAL LIMITED LIMITED CONTRIBUTION PARTNERS'
PARTNERS PARTNER PARTNERS PARTNER RECEIVABLE DEFICIT
--------- ------- -------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1998...................... $8,567,467 $ (989,962) $(134,807,570) -- $(1,000) $(127,231,065)
Distribution of additional
preferred partnership
interests................. 609,621 (6,097) (603,524) -- -- --
Accretion of redeemable
partnership interests..... -- (269,961) (26,726,132) -- -- (26,996,093)
Capital contribution........ -- -- -- 3,628,250 -- 3,628,250
Net loss.................... -- (216,845) (21,467,646) -- -- (21,684,491)
---------- ----------- ------------- ---------- ------- -------------
Balance at July 30,
1999...................... $9,177,088 $(1,482,865) $(183,604,872) $3,628,250 $(1,000) $(172,283,399)
========== =========== ============= ========== ======= =============
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-68
<PAGE> 165
HELICON PARTNERS I, L.P. AND AFFILIATES
COMBINED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
SEVEN MONTHS
ENDED
JULY 30,
1999
------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(21,684,491)
Adjustments to reconcile net loss to net cash provided by
operating activities-
Depreciation and amortization.......................... 16,616,529
Amortization of debt discount and deferred financing
costs................................................. 2,801,895
Gain on sale of equipment.............................. (22,536)
Interest on 12% subordinated notes paid through the
issuance of additional notes
2,706,044
Changes in operating assets and liabilities-
Receivables from subscribers......................... (1,544,469)
Prepaid expenses and other assets.................... 2,773,825
Accounts payable and accrued expenses................ (2,937,602)
Subscriptions received in advance.................... 803,151
Accrued interest..................................... 2,557,212
------------
Net cash provided by operating activities......... 2,069,558
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (6,332,987)
Proceeds from sale of equipment........................ 32,288
Cash paid for net assets of cable television systems, net
of cash acquired....................................... (6,217,143)
Increase in intangible assets............................. (487,595)
------------
Net cash used in investing activities............. (13,005,437)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loans.................................. 13,000,000
Repayments of bank loans and other notes.................. (483,178)
Capital contribution...................................... 3,628,250
Advances to affiliates, net............................... (247,043)
Payment of financing costs................................ (240,000)
------------
Net cash provided by financing activities......... 15,658,029
------------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 4,722,150
CASH AND CASH EQUIVALENTS, beginning of period.............. 5,130,561
------------
CASH AND CASH EQUIVALENTS, end of period.................... $ 9,852,711
============
CASH PAID FOR INTEREST...................................... $ 12,582,725
============
ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT THROUGH THE
ISSUANCE OF OTHER NOTES PAYABLE........................... $ 389,223
============
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-69
<PAGE> 166
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND OPERATIONS
Helicon Partners I, L.P. ("the Partnership") was organized as a limited
partnership under the laws of the State of Delaware. The Partnership owns all of
the limited partnership interests in THGLP, representing a 99% ownership, and
Baum Investment, Inc. ("Baum"), the general partner of THGLP, owns the 1%
general partnership interest in THGLP. The Partnership also owns a 99% interest
and THGLP owns a 1% interest in HPI Acquisition Co., LLC ("HPIAC"). The
Partnership also owns an 89% limited partnership interest and Baum a 1% general
partnership interest in Helicon OnLine, L.P. ("HOL"). The Partnership, THGLP,
HPIAC and HOL are referred to collectively herein as the Company.
The Company operates in one business segment offering cable television
services in the states of Pennsylvania, West Virginia, North Carolina, South
Carolina, Louisiana, Vermont, New Hampshire, Georgia and Tennessee. The Company
also offers to customers advanced services, such as paging and private data
network systems, including dial up access and a broad range of Internet access
services in Pennsylvania and Vermont, dedicated high speed access, high speed
cable modem access, world wide web design, and hosting services.
On July 30, 1999, Charter-Helicon, LLC ("Charter-Helicon"), acquired a 1%
interest in THGLP previously owned by Baum and became the General Partner of
THGLP. Concurrently, Charter-Helicon and Charter Communications, LLC ("CC-LLC"),
parent of Charter-Helicon, acquired all of the partnership interests of the
Partnership. These transactions are collectively referred to as the
"Helicon/Charter Deal" herein. In connection with the Helicon/Charter Deal,
$228,985,000 of cash was paid to the equity holders; Baum retained a $25,000,000
limited liability company membership interest in Charter-Helicon; debt of
$197,447,000 was repaid; debt of $115,000,000 was assumed; and other costs
totaling $4,285,000 were incurred by CC-LLC.
The post-closing process associated with the Helicon/Charter Deal has not
been finished. Accordingly, the accompanying combined financial statements may
not give effect to all adjustments arising from the change of ownership of the
Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination
The accompanying financial statements include the accounts of the
Partnership, THGLP, HPIAC and HOL, which have been combined because of common
ownership and control. They also reflect the accounts of THGLP's subsidiary,
Helicon Capital Corp., which has nominal assets and no operations since its
incorporation. All intercompany accounts and transactions have been eliminated
in combination.
Partnership Profits, Losses and Distributions
Under the terms of the partnership agreements of the Partnership and THGLP,
profits, losses and distributions will be made to the general and Class A
Limited Partners pro-rata based on their respective partnership interest.
Holders of Preferred Limited Partnership Interests are entitled to an aggregate
preference on liquidation of $6,250,000 plus cumulative in-kind distributions of
additional Preferred Limited Partnership interests at an annual rate of 12%.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Revenue Recognition
Revenue is recognized as services are provided to subscribers. Subscription
revenues billed in advance for services are deferred and recorded as income in
the period in which services are rendered.
F-70
<PAGE> 167
Property, Plant and Equipment
Property, plant and equipment are carried at cost and are depreciated using
the straight-line method over the estimated useful lives of the respective
assets.
Intangible Assets and Deferred Costs
Intangible assets and deferred costs are carried at cost and are amortized
using the straight-line method over the estimated useful lives of the respective
assets. When changes in events or circumstances warrant, the Company reviews the
amortization periods of their intangible assets and deferred costs. The Company
evaluates whether there has been a permanent impairment in the value of these
assets by considering such factors including the projected undiscounted cash
flows, current market conditions and changes in the cable television industry
that would impact the recoverability of such assets.
Income Taxes
No provision for Federal or state income taxes has been made in the
accompanying combined financial statements since any liability for such income
taxes is that of the partners and not of the Company.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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
On January 7, 1999, THGLP acquired cable television systems serving
subscribers in the North Carolina counties of Carter, Johnson and Unicol. The
aggregate purchase price was $5,228,097 and was allocated to the net assets
acquired, which included property, plant and equipment and intangible assets,
based on their estimated fair values.
On March 1, 1999, HPIAC acquired a cable television system serving
subscribers in the communities of Abbeville, Donalds and Due West, South
Carolina. The aggregate purchase price was $723,356 and was allocated to the net
assets acquired, which included property, plant and equipment, and intangible
assets, based on their estimated fair value.
The operating results relating to the above acquisitions are included in
the accompanying combined financial statements from the acquisition dates
forward. Pro forma operating results for 1999 as though the acquisitions had
occurred on January 1, 1999, would not be materially different than historical
operating results.
4. TRANSACTIONS WITH AFFILIATES
Amounts due from/to affiliates result from management fees, expense
allocations and temporary non-interest bearing loans. The affiliates are related
to the Company through common ownership. Effective upon the execution of the
Charter/Helicon Deal, Charter Investment, Inc. is the manager of the Company's
operations.
The Partnership was managed by Helicon Corp., an affiliated management
company. During the seven months ended July 30, 1999, the Partnership was
charged a management fee of $2,511,416. Management fees are calculated based on
the gross revenues of the systems.
5. SENIOR SECURED NOTES
THGLP and HCC (the "Issuers"), through a private placement offering, issued
$115,000,000 aggregate principal amount of 11% Senior Secured Notes due 2003
(the "Senior Secured Notes"), secured by substantially all the assets of THGLP.
Interest is payable on a semi-annual basis in arrears on November 1 and May 1.
The discount
F-71
<PAGE> 168
on the Senior Secured Notes is being amortized over the term of the Senior
Secured Notes so as to result in an effective interest rate of 11% per annum.
6. LOANS PAYABLE TO BANKS
On January 5, 1999, THGLP entered into a $12,000,000 Senior Subordinated
Loan Agreement with Paribas Capital Funding, LLC (the "1999 Credit Facility").
Initial borrowings of $7,000,000 under the 1999 Credit Facility financed the
acquisition of certain cable television systems in North Carolina. On February
19, 1999, the Company borrowed the remaining $5,000,000 available under the 1999
Credit Facility. Interest on the 1999 Credit Facility is payable at 11.5% per
annum. On July 30, 1999, the amounts outstanding were repaid and the 1999 Credit
Facility was terminated in connection with the Helicon/Charter Deal.
7. REDEEMABLE PARTNERSHIP INTERESTS
In April 1996, the Partnership sold to unrelated investors, $34,000,000
aggregate principal amount of 12% Subordinated Notes (the "Subordinated Notes")
and warrants (the "Warrants") to purchase 2,419.1 units of Class B Limited
Partnership Interests (the "Units").
The Subordinated Notes are subordinated to the senior indebtedness of the
Partnership and are due April 1, 2004. Interest is payable semi-annually on each
October 1 and April 1 in cash or through the issuance of additional Subordinated
Notes, at the option of the Partnership. In the past, the Partnership has
elected to satisfy interest due through the issuance of additional Subordinated
Notes. The Partnership issued $2,706,044 of additional Subordinated Notes to pay
interest due in April 1999.
Holders of the Warrants had the right to acquire the Units at any time for
a price of $1,500 per Unit. The Partnership estimated the Net Equity Value of
the Warrants to be approximately $43,250,000 at December 31, 1998. The Net
Equity Value, pursuant to the terms of the agreement, is the estimated amount of
cash that would be available for distribution to the Partnership interests upon
a sale of all the assets of the Partnership and its subsequent dissolution and
liquidation. Such estimate as of December 31, 1998 reflects the amount that the
holders of the Warrants have agreed to accept for their interests assuming a
proposed sale of all of the interests of the Partnership is consummated. The
increase in the Net Equity Value over the original carrying value of the
Warrants is being accreted evenly over the period beginning with the date of the
increase through September 2001. Such accretion is being reflected in the
accompanying financial statements as an increase in the carrying value of the
Warrants and the corresponding reduction in the carrying value of the capital
accounts of the General and Class A Limited Partners.
Immediately prior to the closing of the Helicon/Charter Deal. Baum
contributed $3,628, 250 to exercise the Warrants and received 2,419.1 Units.
This transaction triggered the acceleration of the accretion of the Units to
their estimated Net Equity Value. Upon the close of the Charter/Helicon Deal,
the holders received $43,250,000 in exchange for the Units.
8. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases telephone and utility poles on an annual basis. The
leases are self-renewing. Pole rental expenses for the seven months ended July
30, 1999 was $687.
The Company utilizes certain office space under operating lease agreements,
which expire at various dates through August 2013 and contain renewal options.
Office rent expense was $192 for the seven months ended July 30, 1999.
Litigation
The Company is a party to lawsuits 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 will not have a material adverse
effect on the Company's combined financial position or results of operations.
F-72
<PAGE> 169
Regulation in the Cable Television Industry
The cable television 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 television 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 television industry.
The 1992 Cable Act and the FCC's rules implementing that act generally have
increased the administrative and operational expenses of cable television
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. 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. 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 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 their pre-sunset
complaints will have a material adverse effect on the Company's financial
position or results of operations.
A number of states subject cable television 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 television rates is not allowed to be more restrictive than
the federal or local regulation.
F-73
<PAGE> 170
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Rifkin Cable Income Partners L.P.
In our opinion, the accompanying balance sheet and the related statements
of operations, of equity and of cash flows present fairly, in all material
respects, the financial position of Rifkin Cable Income Partners L.P. (the
"Partnership") at September 13, 1999, and the results of its operations and its
cash flows for the period January 1, 1999 to September 13, 1999, in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
On September 13, 1999, all of the Partnership's interest were sold to
Charter Communications, LLC. These financial statements represent the
Partnership just prior to that transaction and do not reflect any adjustments
related thereto.
/s/ PRICEWATERHOUSECOOPERS LLP
Denver, Colorado
February 15, 2000
F-74
<PAGE> 171
RIFKIN CABLE INCOME PARTNERS, L.P.
BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 13, 1999
------------------
<S> <C>
ASSETS
Cash...................................................... $ 145,036
Customer accounts receivable, net of allowance for
doubtful accounts of $2,349............................ 109,874
Accounts receivable, related party........................ 7,328
Accounts receivable, interpartnership..................... 13,638,312
Other receivables......................................... 96,318
Prepaid expenses and deposits............................. 20,920
Property, plant and equipment, at cost:
Transmission and distribution systems and related
equipment............................................. 11,038,202
Vehicles, office furniture and fixtures................ 426,977
Land, buildings and leasehold improvements............. 125,000
Construction in process and spare parts inventory...... 66,122
-----------
11,656,301
Less accumulated depreciation............................... (831,684)
-----------
Property, plant and equipment, net..................... 10,824,617
Franchise costs, net of accumulated amortization of
$792,708.................................................. 12,706,195
-----------
Total assets........................................... $37,548,600
===========
LIABILITIES AND EQUITY
Liabilities:
Accrued liabilities....................................... $ 161,084
Customer deposits and prepayments......................... 321,419
Interpartnership debt..................................... 15,621,000
-----------
Total liabilities...................................... 16,103,503
Commitments and contingencies (Notes 4 and 7)
Divisional equity......................................... 21,445,097
-----------
Total equity........................................... 21,445,097
-----------
Total liabilities and equity......................... $37,548,600
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-75
<PAGE> 172
RIFKIN CABLE INCOME PARTNERS, L.P.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
PERIOD
JANUARY 1, 1999
TO SEPTEMBER 13,
1999
---------------------
<S> <C>
REVENUE
Service................................................... $3,533,718
Installation and other.................................... 273,757
----------
Total revenue.......................................... 3,807,475
COSTS AND EXPENSES
Operating expense......................................... 455,528
Programming expense....................................... 862,317
Selling, general and administrative expense............... 472,088
Depreciation.............................................. 836,050
Amortization.............................................. 792,708
Management fees........................................... 190,374
Loss on disposal of assets................................ 52,885
----------
Total costs and expenses............................... 3,661,950
----------
Operating income.......................................... 145,525
Interest expense.......................................... 536,877
----------
Net loss............................................... $ (391,352)
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-76
<PAGE> 173
RIFKIN CABLE INCOME PARTNERS, L.P.
STATEMENT OF EQUITY
<TABLE>
<CAPTION>
PERIOD JANUARY 1, 1999 TO
SEPTEMBER 13, 1999
-------------------------------------
DIVISIONAL
EQUITY TOTAL
----------------- -----------------
<S> <C> <C>
Equity contribution......................................... $21,836,449 $21,836,449
Net loss.................................................. (391,352) (391,352)
----------- -----------
Equity, September 13, 1999.................................. $21,445,097 $21,445,097
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-77
<PAGE> 174
RIFKIN CABLE INCOME PARTNERS, L.P.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD JANUARY 1, 1999 TO
SEPTEMBER 13, 1999
-------------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $ (391,352)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization............................. 1,628,758
Loss on disposal of fixed assets.......................... 52,885
Increase in customer accounts receivable.................. (58,351)
Increase in accounts receivable, related party............ (7,328)
Increase in accounts receivable, interpartnership......... (13,638,312)
Decrease in other receivables............................. 36,960
Decrease in prepaid expenses and deposits................. 49,755
Decrease in accrued liabilities........................... (235,521)
Increase in customer deposits and prepayments............. 195,207
------------
Net cash used in operating activities.................. (12,367,299)
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Initial cash acquisition cost, net of cash acquired....... (21,771,547)
Additions to property, plant and equipment................ (289,533)
Additions to franchise costs.............................. (20,108)
Net proceeds from sale of assets.......................... 1,500
------------
Net cash used in investing activities.................. (22,079,688)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions..................................... 21,836,449
Proceeds from interpartnership debt....................... 13,119,981
Payments on interpartnership debt......................... (364,407)
------------
Net cash provided by financing activities.............. 34,592,023
------------
Increase in cash.......................................... 145,036
Cash, beginning of period................................. --
------------
Cash, end of period....................................... $ 145,036
============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid............................................. $ 536,877
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-78
<PAGE> 175
RIFKIN CABLE INCOME PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Rifkin Cable Income Partners L.P. (the "Partnership") was originally formed
in 1986 as a limited partnership under the laws of the State of Delaware. The
Partnership owns, operates and develops cable television systems in Missouri and
New Mexico.
ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP AND BASIS OF PRESENTATION
Effective December 31, 1998, Interlink Communications Partners, LLLP
("ICP") acquired all of the Partnership's limited partner interest, and agreed
to purchase all of the Partnership's interest for $21.7 million. This
transaction was accounted for as a purchase; as such, assets and liabilities
were written up to their fair value, resulting in an increase to property, plant
and equipment and franchise costs of $6.4 million and $11.7 million,
respectively.
Effective April 1, 1999, ICP completed the purchase of the remaining
general partner interest in the Partnership and the Partnership was merged into
ICP and ceased to exist as a separate legal entity. The Partnership's financial
statements subsequent to that date represent a divisional carve-out from ICP.
These financial statements include all the direct costs of operating its
business; however, certain assets, liabilities and costs not specifically
related to the Partnership's activities were allocated and reflected in the
financial position as of September 13, 1999, and the results of its operations
and its cash flows for the period January 1, 1999 to September 13, 1999.
Allocations from ICP include amounts for debt, interest expense and management
expense. Both debt and interest expense were allocated pro rata based on the
Partnership's percentage of subscribers to total ICP subscribers. Management
expense was allocated in accordance with the management agreement (Note 2). In
addition, receivables and payables to ICP are presented in the accompanying
financial statements net as amounts due to/from interpartnership. Management
believes these allocations were made on a reasonable basis. Nonetheless, the
financial information included herein may not necessarily reflect what the
financial position and results of operations of the Partnership would have been
as a stand-alone entity.
ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC
On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interest to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive Purchase and Sales Agreement with
Charter for the sale of the individual partner's interest. The sales transaction
closed on September 13, 1999. These financial statements represent the
Partnership just prior to the transaction and do not reflect any related
adjustments.
PROPERTY, PLANT AND EQUIPMENT
Additions to property, plant and equipment are recorded at cost, which in
the case of assets constructed includes amounts for material, labor, overhead
and capitalized interest, if applicable. Upon sale or retirement of an asset,
the related costs and accumulated depreciation were removed from the accounts
and any gain or loss is recognized.
Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets as follows:
<TABLE>
<S> <C>
Transmission and distribution systems and related
equipment................................................. 1-15 years
Vehicles, office furniture and fixtures..................... 1-5 years
Land, buildings and leasehold improvements.................. 1-30 years
</TABLE>
F-79
<PAGE> 176
RIFKIN CABLE INCOME PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
FRANCHISE COSTS
Franchise costs are amortized using the straight-line method over the
remaining lives of the franchises as of the date they were acquired, ranging
from 1 to 18 years. The carrying value is assessed for recoverability by
management based on an analysis of undiscounted expected future cash flows. The
Partnership's management believes that there has been no impairment thereof as
of September 13, 1999.
INCOME TAXES
No provision for federal or state income taxes is necessary in the
financial statements of the Partnership, because as a partnership, it is not
subject to federal or state income tax as the tax effect of its activities
accrues to the partners.
REVENUE RECOGNITION
Customer fees are recorded as revenue in the period the service is
provided. The cost to acquire the rights to the programming generally is
recorded when the product is initially available to be viewed by the customer.
ADVERTISING AND PROMOTION EXPENSES
Advertising and promotion expenses are charged to income during the year in
which they are incurred and were not significant for the period shown.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles 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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. MANAGEMENT AGREEMENT
The Partnership has a management agreement with R & A Management, LLC
("RML"). The management agreement provides that RML shall act as manager of the
Partnership's CATV systems, and shall be entitled to annual compensation of 5%
of the Partnership's CATV revenues, net of certain CATV programming costs. The
result of this transaction included the conveyance of the Rifkin management
agreement ("Rifkin Agreement") to RML ("RML Agreement"). Expenses incurred
pursuant to this agreement and the RML Agreement are disclosed in total on the
Statement of Operations.
3. DEBT
The Partnership has an interpartnership debt with ICP. Borrowings,
including both principal and interest, at September 13, 1999 were $15,621,000
and had an effective interest rate of 8.68%.
ICP has a term loan and revolving loan agreement with a bank. The amount of
the term loan is $150,000,000, and requires varying quarterly payments plus
interest commencing September 30, 2001 and continuing through March 31, 2007. On
February 1, 1999, the term loan agreement was amended to increase the loan
amount to $250,000,000. On July 16, 1999, the term loan agreement was amended
again to increase the loan amount to $290,000,000. The interest rate on the term
loan is generally the bank's prime rate plus 0% to 1.50%. The weighted average
effective rate at September 13, 1999 was 8.74%.
The revolving loan agreement provided for borrowing up to $100,000,000 at
the Company's discretion. At September 13, 1999, $91,000,000 had been drawn
against the $100,000,000 commitment. The revolving credit agreement expires on
March 31, 2007. The revolver bears an interest rate at the bank's prime rate
plus 0% to 1.50%
F-80
<PAGE> 177
RIFKIN CABLE INCOME PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
or LIBOR plus 1.25% to 2.75%. The specific rate is dependent upon the leverage
ratio of ICP, which is recalculated quarterly. The weighted average effective
interest rate at September 13, 1999 was 8.5%.
The term loan and revolving loan agreement are collateralized by
substantially all assets of ICP and its consolidated entities, including the
Partnership.
4. LEASE COMMITMENTS
The Partnership leases certain real and personal property under
noncancelable operating leases. Future minimum lease payments under these
arrangements at September 13, 1999, were as follows:
<TABLE>
<S> <C>
1999........................................................ $ 60,870
2000........................................................ 30,825
2001........................................................ 30,000
2002........................................................ 8,750
--------
$130,445
========
</TABLE>
Total rent expense for the period January 1, 1999 to September 13, 1999 was
$60,870, including $38,239 relating to cancelable pole rental agreements.
5. RETIREMENT BENEFITS
The Partnership has a 401(k) plan for its employees that have been employed
by the Partnership for at least one year. Employees of the Partnership can
contribute up to 15% of their salary, on a before-tax basis, with a maximum 1999
contribution of $10,000 (as set by the Internal Revenue Service). The
Partnership matches participant contributions up to a maximum of 50% of the
first 3% of a participant's salary contributed. All participant contributions
and earnings are fully vested upon contribution and Partnership contributions
and earnings vest 20% per year of employment with the Partnership, becoming
fully vested after five years. The Partnership's matching contributions for the
period January 1, 1999 to September 13, 1999 were $3,850.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Partnership has a number of financial instruments, none of which are
held for trading purposes. The following method and assumptions were used by the
Partnership to estimate the fair values of financial instruments as disclosed
herein:
Cash, customer accounts receivable, other receivables, accounts payable and
accrued liabilities and customer deposits and prepayments: The carrying value
amount approximates fair value because of the short period to maturity.
The interest rate on debt is adjusted at least quarterly; therefore, the
carrying value of debt approximates its fair value.
7. LITIGATION
The Partnership could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Partnership will vigorously defend itself against the litigation and, where
appropriate, will file counterclaims. Although the eventual outcome of potential
lawsuits cannot be predicted, it is management's opinion that any such lawsuit
will not result in liabilities that would have a material affect on the
Partnership's financial position or results of operations.
F-81
<PAGE> 178
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Rifkin Acquisition Partners, L.L.L.P.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, partners' capital and cash flows present
fairly, in all material respects, the financial position of Rifkin Acquisition
Partners, L.L.L.P. and its subsidiaries (the "Company") at September 13, 1999,
and the results of their operations and their cash flows for the period from
January 1, 1999 through September 13, 1999, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with auditing standards
generally accepted in the United States, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
As discussed in Note 1 to the financial statements, the Partnership has
changed its method of accounting for start up costs in fiscal 1999.
On September 13, 1999, all of the Partnership's interest were sold to
Charter Communications, LLC. These financial statements represent the
Partnership just prior to that transaction and do not reflect any adjustments
related thereto.
/s/ PRICEWATERHOUSECOOPERS LLP
Denver, Colorado
February 15, 2000
F-82
<PAGE> 179
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 13, 1999
------------------
<S> <C>
ASSETS
Cash........................................................ $ 4,475,108
Customer accounts receivable, net of allowance for doubtful
accounts of $292,183...................................... 1,258,522
Other receivables........................................... 3,384,472
Prepaid expenses and other.................................. 1,616,219
Property, plant and equipment, at cost:
Cable television transmission and distribution system and
related equipment...................................... 171,842,780
Land, buildings, vehicles and furniture and fixtures...... 8,946,860
------------
180,789,640
Less accumulated depreciation............................... (45,505,661)
------------
Net property, plant and equipment...................... 135,283,979
Franchise costs and other intangible assets, net of
accumulated amortization of $80,047,118................... 164,685,102
------------
Total assets......................................... $310,703,402
============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued liabilities.................. $ 21,110,015
Customer deposits and prepayments......................... 1,514,732
Payables to affiliates.................................... 303,047
Interest payable.......................................... 3,234,019
Deferred tax liability, net............................... 5,967,000
Notes payable............................................. 236,075,000
------------
Total liabilities.................................... 268,203,813
Commitments and contingencies (Notes 5 and 9)
Redeemable partners' interests.............................. 16,128,800
Partners' capital (deficit):
General partner........................................... (2,951,394)
Limited partners.......................................... 29,029,520
Preferred equity interest................................. 292,663
------------
Total partners' capital.............................. 26,370,789
------------
Total liabilities and partners' capital........... $310,703,402
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-83
<PAGE> 180
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1999 THROUGH
SEPTEMBER 13,
1999
-------------
<S> <C>
REVENUE
Service..................................................... $ 62,252,012
Installation and other...................................... 6,577,154
------------
Total revenue............................................. 68,829,166
COSTS AND EXPENSES
Operating expense........................................... 10,060,135
Programming expense......................................... 15,312,179
Selling, general and administrative expense................. 17,566,230
Depreciation................................................ 11,760,429
Amortization................................................ 17,681,246
Management fees............................................. 2,406,596
Loss on disposal of assets.................................. 996,459
------------
Total costs and expenses.................................. 75,783,274
------------
Operating loss.............................................. (6,954,108)
Interest expense............................................ 16,591,877
------------
Loss before income taxes.................................... (23,545,985)
Income tax benefit.......................................... (1,975,000)
------------
Loss before cumulative effect of accounting change.......... (21,570,985)
Cumulative effect of accounting change for organizational
costs..................................................... (111,607)
------------
Net loss.................................................. $(21,682,592)
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-84
<PAGE> 181
RIFKIN ACQUISITION PARTNERS, L.L.L.P
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
PREFERRED
EQUITY GENERAL LIMITED
INTEREST PARTNERS PARTNERS TOTAL
--------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Partners' capital (deficit), December 31,
1998.......................................... $ 422,758 $(1,991,018) $ 55,570,041 $ 54,001,781
Accretion of redeemable partners' interest.... -- (743,550) (5,204,850) (5,948,400)
Net loss...................................... (130,095) (216,826) (21,335,671) (21,682,592)
Partners' capital (deficit), September 13,
1999.......................................... $ 292,663 $(2,951,394) $ 29,029,520 $ 26,370,789
</TABLE>
The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.
The accompanying notes are an integral part of these consolidated financial
statements.
F-85
<PAGE> 182
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1999 THROUGH
SEPTEMBER 13,
1999
-------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $(21,682,592)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization............................. 29,441,675
Amortization of deferred loan costs....................... 684,095
Loss on disposal of fixed assets.......................... 996,459
Deferred tax benefit...................................... (1,975,000)
Changes in accounting for organizational costs............ 111,607
Decrease in customer accounts receivables................. 673,618
Decrease in other receivables............................. 2,253,299
Decrease in prepaid expenses and other.................... 782,309
Increase in accounts payable and accrued liabilities...... 9,425,421
Decrease in customer deposits and prepayments............. (162,168)
Decrease in interest payable.............................. (4,008,935)
Increase in payable to affiliates......................... 303,047
------------
Net cash provided by operating activities.............. 16,842,835
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment.................. (26,692,423)
Proceeds from purchase price adjustment for Tennessee
trade..................................................... 276,147
Net proceeds from the sale of other assets.................. 223,657
------------
Net cash used in investing activities.................. (26,192,619)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term bank debt........................... 11,500,000
------------
Net cash provided by financing activities.............. 11,500,000
------------
Net increase in cash........................................ 2,150,216
Cash, beginning of period................................... 2,324,892
------------
Cash, end of period......................................... $ 4,475,108
============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid............................................... $ 13,357,858
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-86
<PAGE> 183
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL INFORMATION
Rifkin Acquisition Partners, L.L.L.P. ("the Partnership") was formed
pursuant to the laws of the State of Colorado. The Partnership and its
subsidiaries are hereinafter referred to on a consolidated basis as the
"Company." The Company owns, operates, and develops cable television systems in
Georgia, Tennessee and Illinois. Rifkin Acquisition Management, L.P., an
affiliate of R & A Management LLC (Note 4), is the general partner of the
Partnership ("General Partner").
The Partnership operates under a limited liability limited partnership
agreement (the "Partnership Agreement") which establishes contribution
requirements, enumerates the rights and responsibilities of the partners and
advisory committee, provides for allocations of income, losses and distributions
and defines certain items relating thereto. The Partnership Agreement provides
that net income or loss, certain defined capital events and cash distributions,
all as defined in the Partnership Agreement, are generally allocated 99% to the
limited partners and 1% to the General Partner.
ACQUISITION BY CHARTER COMMUNICATIONS, LLC
On February 12, 1999, the Company signed a letter of intent for the
partners to sell all of their partnership interests to Charter Communications,
LLC ("Charter"). On April 26, 1999, the Company signed a definitive Purchase and
Sale Agreement with Charter for the sale of the individual partners' interest.
The sales transaction closed on September 13, 1999. These statements represent
the Company just prior to the transaction and do not reflect any adjustment
related thereto.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the following
entities:
<TABLE>
<S> <C>
Rifkin Acquisition Partners, L.L.L.P. Cable Equities of Colorado ("CEC")
Cable Equities of Colorado, Ltd. Cable Equities, Inc. ("CEI")
Management Corp. ("CEM") Rifkin Acquisition Capital Corp. ("RACC")
</TABLE>
All significant intercompany accounts and transactions have been
eliminated.
REVENUE AND PROGRAMMING
Customer fees are recorded as revenue in the period the service is
provided. The cost to acquire the rights to the programming generally is
recorded when the product is initially available to be viewed by the customer.
ADVERTISING AND PROMOTION EXPENSES
Advertising and promotion expenses are charged to income during the year in
which they are incurred and were not significant for the period shown.
PROPERTY, PLANT AND EQUIPMENT
Additions to property, plant and equipment are recorded at cost, which in
the case of assets constructed, includes amounts for material, labor, overhead
and interest, if applicable. Upon sale or retirement of an asset, the related
costs and accumulated depreciation are removed from the accounts and any gain or
loss is recognized. Capitalized interest was not significant for the period
shown.
F-87
<PAGE> 184
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets as follows:
<TABLE>
<S> <C>
Buildings................................................... 27-30years
Cable television transmission and distribution systems and
related equipment......................................... 3-15years
Vehicles and furniture and fixtures......................... 3-5years
</TABLE>
Expenditures for maintenance and repairs are expensed as incurred.
FRANCHISE COSTS
Franchise costs are amortized using the straight-line method over the
remaining lives of the franchises as of the date they were acquired, ranging
from one to twenty years. The carrying value of franchise costs is assessed for
recoverability by management based on an analysis of undiscounted future
expected cash flows from the underlying operations of the Company. Management
believes that there has been no impairment thereof as of September 13, 1999.
OTHER INTANGIBLE ASSETS
Certain loan costs have been deferred and are amortized to interest expense
utilizing the straight-line method over the remaining term of the related debt.
Use of the straight-line method approximates the results of the application of
the interest method. The net amounts remaining at September 13, 1999 were
$5,481,111.
REDEEMABLE PARTNERS' INTERESTS
The Partnership Agreement provides that if a certain partner dies or
becomes disabled, that partner (or his personal representative) shall have the
option, exercisable by notice given to the partners at any time within 270 days
after his death or disability (except that if that partner dies or becomes
disabled prior to August 31, 2000, the option may not be exercised until August
31, 2000 and then by notice by that partner or his personal representative given
to the partners within 270 days after August 31, 2000) to sell, and require the
General Partner and certain trusts controlled by that partner to sell, and the
Partnership to purchase, up to 50% of the partnership interests owned by any of
such partners and certain current and former members of management of R&A
Management LLC that requests to sell their interest, for a purchase price equal
to the fair market value of those interests determined by appraisal in
accordance with the Partnership Agreement. Accordingly, the current fair value
of such partnership interests have been reclassified outside of partners'
capital.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles 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.
NEW ACCOUNTING PRONOUNCEMENT
Effective January 1, 1999, the Company adopted, the Accounting Standards
Executive Committee's Statement of Position 98-5 ("SOP 98-5") Reporting on the
Costs of Start-Up Activities, which requires the Company to expense all start up
costs related to organizing a new business. During the first quarter of 1999,
the Company wrote off the net book value of organization costs capitalized in
prior years resulting in the recognition of a cumulative effect of accounting
change of $111,607.
F-88
<PAGE> 185
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. INCOME TAXES
Although the Partnership is not a taxable entity, two corporations (the
"Subsidiaries") are included in the consolidated financial statements. These
subsidiaries are required to pay taxes on their taxable income, if any.
The following represents a reconciliation of pre-tax losses as reported in
accordance with accounting principles generally accepted in the United States
and the losses attributable to the partners and included in their individual
income tax returns for the period from January 1, 1999 through September 13,
1999:
<TABLE>
<S> <C>
Pre-tax loss as reported, including cumulative effect of
change in accounting principle............................ $ (23,657,592)
(Increase) decrease due to:
Separately taxed book results of corporate subsidiaries... 5,274,000
Effect of different depreciation and amortization methods
for tax and book purposes.............................. 672,000
Other....................................................... (68,408)
-------------
Tax loss attributed to the partners......................... $ (17,780,000)
=============
</TABLE>
The Company accounts for income taxes under the liability method. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.
As a result of a change in control in 1995, the book value of the Company's
net assets was increased to reflect their fair market value. In connection with
this revaluation, a deferred income tax liability in the amount of $22,801,000
was established to provide for future taxes payable on the revised valuation of
the net assets. A deferred tax benefit of $1,975,000 was recognized for the
period from January 1, 1999 through September 13, 1999, reducing the liability
to $5,967,000.
Deferred tax asset (liability) was comprised of the following at September
13, 1999:
<TABLE>
<S> <C>
Deferred tax assets resulting from loss carryforwards....... $ 13,006,000
Deferred tax liabilities resulting from depreciation and
amortization.............................................. (18,973,000)
-------------
Net deferred tax liability.................................. $ (5,967,000)
=============
</TABLE>
As of September 13, 1999, the Subsidiaries have net operating loss
carryforwards ("NOLs") for income tax purposes of $34,589,000 substantially all
of which are limited. The NOLs will expire at various times between the years
2000 and 2018. It is the opinion of management that the NOLs will be released
from this limitation prior to their expiration dates and, as such, have not been
limited in their calculation of deferred taxes. As the result of the sale of the
Partnership's interest to Charter, a change in control, as defined in Section
382 of the Internal Revenue Code, has occurred which may limit Charter's ability
to utilize these NOLs.
F-89
<PAGE> 186
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The benefit for taxes differs from the amount which would be computed by
applying the statutory federal income tax rate of 35% to the Company's pre-tax
loss before cumulative effect of change in accounting principle as a result of
the following for the period January 1, 1999 through September 13, 1999:
<TABLE>
<S> <C>
Tax benefit computed at statutory rate...................... $(8,241,095)
Increase (decrease) due to:
Tax benefit for non-corporate loss........................ 6,395,195
Permanent differences between financial statement income
and taxable income..................................... (36,200)
State income tax............................................ (139,800)
Other....................................................... 46,900
-----------
Income tax benefit.......................................... $(1,975,000)
===========
</TABLE>
3. NOTES PAYABLE
Debt consisted of the following at September 13, 1999:
<TABLE>
<S> <C>
Senior Subordinated Notes................................... $125,000,000
Tranche A Term Loan......................................... 21,575,000
Tranche B Term Loan......................................... 40,000,000
Reducing Revolving Loan..................................... 46,500,000
Senior Subordinated Debt.................................... 3,000,000
------------
$236,075,000
============
</TABLE>
The notes and loans are collateralized by substantially all of the assets
of the Company.
On January 26, 1996, the Company and its wholly owned subsidiary, RACC (the
"Issuers"), co-issued $125,000,000 of 11 1/8% Senior Subordinated Notes (the
"Notes") to institutional investors. These notes were subsequently exchanged on
June 18, 1996 for publicly registered notes with identical terms. Interest on
the Notes is payable semi-annually on January 15 and July 15 of each year. The
Notes, which mature on January 15, 2006, can be redeemed in whole or in part, at
the Issuers' option, at any time on or after January 15, 2001, at redeemable
prices contained in the Notes plus accrued interest. At September 13, 1999, all
of the Notes were outstanding (see also Note 8).
The Company has a $25,000,000 Tranche A term loan with a financial
institution. This loan requires quarterly payments of $1,875,000 plus interest
commencing on March 31, 2000. Any unpaid balance is due March 31, 2003. The
agreement requires what it defines as excess proceeds from the sale of a cable
system to be used to retire Tranche A term debt. As a result of the Company
selling its assets in the State of Michigan in a prior year, there was
$3,425,000 in excess proceeds which were used to pay principal. The interest
rate on the Tranche A term loan is either the bank's prime rate plus .25% to
1.75% or LIBOR plus 1.5% to 2.75%.
The specific rate is dependent upon the senior funded debt ratio which is
recalculated quarterly. The weighted average effective interest rate at
September 13, 1999 was 7.23%.
In addition, the Company has a $40,000,000 Tranche B term loan, which
requires principal payments of $2,000,000 on March 31, 2002, $18,000,000 on
March 31, 2003, and $20,000,000 on March 31, 2004. The Tranche B term loan bears
an interest rate of 9.75% and is payable quarterly.
The Company also has a reducing revolving loan providing for borrowing up
to $20,000,000 at the Company's discretion, subject to certain restrictions, and
an additional $60,000,000 available to finance acquisitions subject to certain
restrictions. The additional financing amount available at September 13, 1999
was $40,000,000. At September 13, 1999, the full $20,000,000 available had been
borrowed, and $26,500,000 had been drawn against the $40,000,000 commitment. The
amount available for borrowing will decrease annually during its term with
changes
F-90
<PAGE> 187
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
over the three years following September 13, 1999 as follows: 1999 -- $2,500,000
reduction per quarter and 2000 through 2002 -- $3,625,000 reduction per quarter.
Any unpaid balance is due on March 31, 2003. The revolving loan bears an
interest rate of either the bank's prime rate plus .25% to 1.75% or LIBOR plus
1.5% to 2.75%. The specific rate is dependent upon the senior funded debt ratio
which is recalculated quarterly. The weighted average effective interest rates
at September 13, 1999 was 8.92%. The reducing revolving loan includes a
commitment fee of 1/2% per annum on the unborrowed balance.
Certain mandatory prepayments may also be required on the Tranche A term
loan, the Tranche B term loan, and the reducing revolving credit based on the
Company's cash flow calculations, proceeds from the sale of a cable system or
equity contributions. Optional prepayments are allowed, subject to certain
restrictions. The related loan agreement contains covenants limiting additional
indebtedness, dispositions of assets, investments in securities, distribution to
partners, management fees and capital expenditures. In addition, the Company
must maintain certain financial levels and ratios. At September 13, 1999, the
Company was in compliance with these covenants.
The Company also has $3,000,000 of senior subordinated debt payable to a
Rifkin Partner. The debt has a scheduled maturity, interest rate and interest
payment schedule identical to that of the Notes, as discussed above.
Based on the outstanding debt as of September 13, 1999, the minimum
aggregate maturities for the four years following 1999 are: $13,500,000 in 2000,
$22,000,000 in 2001, $23,075,000 in 2002, $29,500,000 in 2003 and $20,000,000 in
2004.
Subsequent to September 13, 1999, $124.1 million of the $125 million in
notes outstanding were purchased by Charter Communication and will be reflected
as intercompany payable between Charter and RAP. The remaining $900,000 of
outstanding notes were delisted and are no longer public.
4. RELATED PARTY TRANSACTIONS
The Company has a management agreement with R & A Management LLC ("RML").
The management agreement provides that RML shall manage the Company's CATV
systems and shall be entitled to annual compensation of 3.5% of the Company's
revenue. Expenses incurred pursuant to this agreement are disclosed in total in
the Consolidated Statement of Operations.
Certain Partnership expenses were paid by Charter and are reflected as
Payables to affiliates in the accompanying financial statements.
5. COMMITMENTS AND RENTAL EXPENSE
The Company leases certain real and personal property under noncancelable
operating leases expiring through the year 2007. Future minimum lease payments
under such noncancelable leases as of September 13, 1999 are:
<TABLE>
<S> <C>
2000........................................................ $ 339,320
2001........................................................ 269,326
2002........................................................ 252,042
2003........................................................ 192,027
2004 and thereafter......................................... 393,479
----------
$1,446,194
==========
</TABLE>
Total rental expense and the amount included therein which pertains to
cancelable pole rental agreements were as follows for the period indicated:
<TABLE>
<CAPTION>
TOTAL RENTAL CANCELABLE
PERIOD EXPENSE POLE RENTAL
------ ------------ -----------
<S> <C> <C>
For the period January 1, 1999 through September 13, 1999... $1,105,840 $767,270
</TABLE>
F-91
<PAGE> 188
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. COMPENSATION PLANS AND RETIREMENT PLANS
EQUITY INCENTIVE PLAN
The Company maintains an Equity Incentive Plan (the "Plan") in which
certain Rifkin executive officers and key employees, and certain key employees
of the Company are eligible to participate. Plan participants in the aggregate,
have the right to receive (i) cash payments of up to 2.0% of the aggregate value
of all partnership interests of the Company (the "Maximum Incentive
Percentage"), based upon the achievement of certain annual Operating Cash Flow
(as defined in the Plan) targets for the Company for each of the calendar years
1996 through 2000, and (ii) an additional cash payment equal to up to 0.5% of
the aggregate value of all partnership interests of the Company (the "Additional
Incentive Percentage"), based upon the achievement of certain cumulative
Operating Cash Flow targets for the Company for the five-year period ended
December 31, 2000. Subject to the achievement of such annual targets and the
satisfaction of certain other criteria based on the Company's operating
performance, up to 20% of the Maximum Incentive Percentage will vest in each
such year; provided, that in certain events vesting may accelerate. Payments
under the Plan are subject to certain restrictive covenants contained in the
Notes.
No amounts are payable under the Plan except upon (i) the sale of
substantially all of the assets or partnership interests of the Company or (ii)
termination of a Plan participant's employment with Rifkin or the Company, as
applicable, due to (a) the decision of the Advisory Committee to terminate such
participant's employment due to disability, (b) the retirement of such
participant with the Advisory Committee's approval or (c) the death of such
Participant. The value of amounts payable pursuant to clause (i) above will be
based upon the aggregate net proceeds received by the holders of all of the
partnership interests in the Company, as determined by the Advisory Committee,
and the amounts payable pursuant to clause (ii) above will be based upon the
Enterprise Value determined at the time of such payment. For purposes of the
Plan, Enterprise Value generally is defined as Operating Cash Flow for the
immediately preceding calendar year times a specified multiple and adjusted
based on the Company's working capital.
The amount expensed for the period January 1, 1999 through September 13,
1999 relating to this plan was $7,440,964. The incentive accrual is recorded in
accounts payable and accrued liabilities in the accompanying financial
statements.
RETIREMENT BENEFITS
The Company has a 401(k) plan for employees that have been employed by the
Company for at least one year. Employees of the Company can contribute up to 15%
of their salary, on a before-tax basis, with a maximum 1999 contribution of
$10,000 (as set by the Internal Revenue Service). The Company matches
participant contributions up to a maximum of 50% of the first 3% of a
participant's salary contributed. 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.
The Company's matching contribution for the period from January 1, 1999 through
September 13, 1999 was $61,178.
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of financial instruments, none of which are held
for trading purposes. The following method and assumptions were used by the
Company to estimate the fair values of financial instruments as disclosed
herein:
Cash, customer accounts receivable, other receivables, accounts payable and
accrued liabilities and customer deposits and prepayments: The carrying value
amount approximates fair value because of the short period to maturity.
F-92
<PAGE> 189
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt: The fair value of bank debt is estimated based on interest rates for
the same or similar debt offered to the Company having the same or similar
remaining maturities and collateral requirements. The fair value of public
Senior Subordinated Notes is based on the market quoted trading value. The fair
value of the Company's debt is estimated at $247,637,500 and is carried on the
balance sheet at $236,075,000.
8. SUMMARIZED FINANCIAL INFORMATION
CEM, CEI and CEC (collectively, the "Guarantors") are all wholly owned
subsidiaries of the Company and, together with RACC, constitute all of the
Partnership's direct and indirect subsidiaries. Each of the Guarantors provides
a full, unconditional, joint and several guaranty of the obligations under the
Notes discussed in Note 6. Separate financial statements of the Guarantors are
not presented because management has determined that they would not be material
to investors.
The following present summarized financial information of the Guarantors on
a combined basis as of September 13, 1999 and for the period January 1, 1999
through September 13, 1999.
BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 13,
1999
-------------
<S> <C>
Cash........................................................ $ 569,544
Accounts and other receivables, net......................... 2,907,837
Prepaid expenses............................................ 620,284
Property, plant and equipment, net.......................... 52,383,861
Franchise costs and other intangible assets, net............ 51,397,528
Accounts payable and accrued liabilities.................... 30,186,658
Other liabilities........................................... 669,223
Deferred taxes payable...................................... 5,967,000
Notes payable............................................... 140,846,262
Equity (deficit)............................................ (69,790,089)
</TABLE>
F-93
<PAGE> 190
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1999 THROUGH
SEPTEMBER 13,
1999
-------------
<S> <C>
Total revenue............................................... $24,183,281
Total costs and expenses.................................... 23,313,494
Interest expense............................................ 9,920,062
Income tax benefit.......................................... (1,975,000)
-----------
Net loss.................................................... $(7,075,275)
===========
</TABLE>
9. LITIGATION
The Company could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Company will vigorously defend itself against the litigation and, where
appropriate, will file counterclaims. Although the eventual outcome of potential
lawsuits cannot be predicted, it is management's opinion that any such lawsuit
will not result in liabilities that would have a material affect on the
Company's financial position or results of operations.
F-94
<PAGE> 191
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Indiana Cable Associates, Ltd.
In our opinion, the accompanying balance sheet and the related statements
of operations, of equity and of cash flows present fairly, in all material
respects, the financial position of Rifkin Cable Income Partners L.P. (the
"Partnership") at September 13, 1999, and the results of its operations and its
cash flows for the period January 1, 1999 to September 13, 1999, in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
On September 13, 1999, all of the Partnership's interest were sold to
Charter Communications, LLC. These financial statements represent the
Partnership just prior to that transaction and do not reflect any adjustments
related thereto.
/S/ PRICEWATERHOUSECOOPERS LLP
DENVER, COLORADO
FEBRUARY 15, 2000
F-95
<PAGE> 192
INDIANA CABLE ASSOCIATES, LTD.
BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 13,
1999
-----------------
<S> <C>
ASSETS
Cash........................................................ $ 166,550
Customer accounts receivable, less allowance for doubtful
accounts of $6,523........................................ 211,069
Accounts receivable, interpartnership....................... 13,814,907
Other receivables........................................... 436,723
Prepaid expenses and deposits............................... 50,196
Property, plant and equipment, at cost:
Transmission and distribution systems and related
equipment.............................................. 10,025,106
Buildings and leasehold improvements...................... 55,480
Vehicles, office furniture and fixtures................... 493,607
Spare parts and construction inventory.................... 101,334
-----------
10,675,527
Less accumulated depreciation............................... (838,673)
-----------
Property, plant and equipment, net..................... 9,836,854
Franchise costs, net of accumulated amortization of
$2,910,123................................................ 18,944,392
-----------
Total assets......................................... $43,460,691
===========
LIABILITIES AND EQUITY
Liabilities:
Accrued liabilities....................................... $ 263,342
Customer deposits and prepayments......................... 314,413
Accounts payable, related party........................... 20,514
Interpartnership debt..................................... 24,003,000
-----------
Total liabilities.................................... 24,601,269
Commitments and contingencies (Notes 4 and 8)
Divisional equity........................................... 18,859,422
-----------
Total equity......................................... 18,859,422
-----------
Total liabilities and equity...................... $43,460,691
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-96
<PAGE> 193
INDIANA CABLE ASSOCIATES, LTD.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
JANUARY 1, 1999 TO
SEPTEMBER 13, 1999
-------------------
<S> <C>
REVENUE
Service..................................................... $ 5,267,890
Installation and other...................................... 765,902
-----------
Total revenue............................................. 6,033,792
COSTS AND EXPENSES
Operating expense........................................... 631,956
Programming expense......................................... 1,268,904
Selling, general and administrative expense................. 1,143,407
Depreciation................................................ 1,009,515
Amortization................................................ 2,910,123
Management fees............................................. 301,890
Loss on disposal of assets.................................. 2,481,838
-----------
Total costs and expenses.................................. 9,747,633
-----------
Operating loss.............................................. (3,713,841)
Interest expense............................................ 621,956
-----------
Net loss.................................................. $(4,335,797)
===========
</TABLE>
The accompany notes are an integral part of these financial statements.
F-97
<PAGE> 194
INDIANA CABLE ASSOCIATES, LTD.
STATEMENT OF EQUITY
<TABLE>
<CAPTION>
JANUARY 1, 1999 TO
SEPTEMBER 13, 1999
-------------------------
DIVISIONAL
EQUITY TOTAL
----------- -----------
<S> <C> <C>
Equity contribution......................................... $23,195,219 $23,195,219
Net loss.................................................. (4,335,797) (4,335,797)
----------- -----------
Equity, September 13, 1999.................................. $18,859,422 $18,859,422
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-98
<PAGE> 195
INDIANA CABLE ASSOCIATES, LTD.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
JANUARY 1, 1999 TO
SEPTEMBER 13, 1999
------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $ (4,335,797)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization............................. 3,919,638
Loss on disposal of assets................................ 2,481,838
Increase in customer accounts receivable.................. (125,274)
Increase in accounts receivable, interpartnership......... (13,814,907)
Increase in other receivables............................. (141,700)
Decrease in prepaid expenses and deposits................. 102,379
Increase in accrued liabilities........................... (634,431)
Increase in customer deposits and prepayments............. 266,955
Increase in accounts payable, related party............... 20,514
------------
Net cash used in operating activities.................. (12,260,785)
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Initial cash acquisition cost, net of cash acquired......... (23,086,600)
Purchases of property, plant and equipment.................. (2,054,791)
Proceeds from sale of assets................................ 2,734
Additions to franchise costs................................ (25,597)
------------
Net cash used in investing activities.................. (25,164,254)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions....................................... 23,195,219
Proceeds from interpartnership debt......................... 14,807,682
Payments on interpartnership debt........................... (411,312)
------------
Net cash provided by financing activities.............. 37,591,589
------------
Increase in cash............................................ 166,550
Cash, beginning of period................................... --
------------
Cash, end of period......................................... $ 166,550
============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid............................................... $ 621,956
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-99
<PAGE> 196
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Indiana Cable Associates, Ltd. (the "Partnership"), a Colorado limited
partnership, was originally organized in March 1987 for the purpose of acquiring
and operating cable television systems and related operations in Indiana and
Illinois.
ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP AND BASIS OF PRESENTATION
Effective December 31, 1998, Interlink Communications Partners, LLLP
("ICP") acquired all of the Partnership's limited partner interest, and agreed
to purchase all of the general Partners' interest for $23.1 million. This
transaction was accounted for as a purchase; as such, assets and liabilities
were written up to their fair value, resulting in an increase to property, plant
and equipment and franchise costs of $7.0 million and $16.8 million,
respectively.
Effective April 1, 1999, ICP completed the purchase of the remaining
general partner interest in the Partnership and the Partnership was merged into
ICP and ceased to exist as a separate legal entity. The Partnership's financial
statements subsequent to that date represent a divisional carve-out from ICP.
These financial statements include all the direct costs of operating its
business; however, certain assets, liabilities and costs not specifically
related to the Partnership's activities were allocated and reflected in the
financial position as of September 13, 1999, and the results of its operations
and its cash flows for the period January 1, 1999 to September 13, 1999.
Allocations from ICP include amounts for debt, interest expense and management
expense. Both debt and interest expense were allocated pro rata based on the
Partnership's percentage of subscribers to total ICP subscribers. Management
expense was allocated in accordance with the management agreement (Note 2). In
addition, receivables and payables to ICP are presented in the accompanying
financial statements net as amounts due to/from interpartnership. Management
believes these allocations were made on a reasonable basis. Nonetheless, the
financial information included herein may not necessarily reflect what the
financial position and results of operations of the Partnership would have been
as a stand-alone entity.
ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC
On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interest to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive Purchase and Sales Agreement with
Charter for the sale of the individual partner's interest. The sales transaction
closed on September 13, 1999. These financial statements represent the
Partnership just prior to the transaction and do not reflect any related
adjustments.
PROPERTY, PLANT AND EQUIPMENT
Additions to property, plant and equipment are recorded at cost, which in
the case of assets constructed, include amounts for material, labor, overhead
and capitalized interest, if applicable. Upon sale or retirement of an asset,
the related costs and accumulated depreciation are removed from the accounts and
any gain or loss is recognized.
Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets as follows:
<TABLE>
<S> <C>
Transmission and distribution systems and related
equipment................................................. 1-15 years
Buildings and leasehold improvements........................ 5-27 years
Vehicles, office furniture and fixtures..................... 2-5 years
</TABLE>
F-100
<PAGE> 197
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
FRANCHISE COSTS
Franchise costs are amortized using the straight-line method over the
remaining lives of the franchises as of the date they were acquired, ranging
from 2 to 10 years. The carrying value is assessed for recoverability by
management based on an analysis of undiscounted expected future cash flows. The
Partnership's management believes that there has been no impairment thereof as
of September 13, 1999.
INCOME TAXES
No provision for federal or state income taxes is necessary in the
financial statements of the Partnership, because as a partnership, it is not
subject to federal or state income tax as the tax effect of its activities
accrues to the partners.
REVENUE RECOGNITION
Customer fees are recorded as revenue in the period the service is
provided. The cost to acquire the rights to the programming generally is
recorded when the product is initially available to be viewed by the customer.
ADVERTISING AND PROMOTION EXPENSES
Advertising and promotion expenses are charged to income during the year in
which they are incurred and were not significant for the period shown.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles 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.
2. MANAGEMENT AGREEMENT
The Partnership has a management agreement with R & A Management, LLC
("RML"). The management agreement provides that RML shall manage the Partnership
and shall receive annual compensation equal to 5% of gross revenues and an
additional 5% if a defined cash flow level is met. The result of this
transaction included the conveyance of the Rifkin management agreement (the
"Rifkin Agreement") to RML (the "RML Agreement"). Expenses incurred pursuant to
this agreement are disclosed in the Consolidated Statement of Operations.
3. DEBT
The Partnership has interpartnership debt with ICP. Borrowings, including
both principal and interest, at September 13, 1999 were $24,003,000 and had an
effective interest rate of 8.68%.
ICP has a term loan and revolving loan agreement with a bank. The amount of
the term loan is $150,000,000, and requires varying quarterly payments plus
interest commencing September 30, 2001 and continuing through March 31, 2007. On
February 1, 1999, the term loan agreement was amended to increase the loan
amount to $250,000,000. On July 16, 1999, the term loan agreement was amended
again to increase the loan amount to $290,000,000. The interest rate on the term
loan is generally the bank's prime rate plus 0% to 1.50%. The weighted average
effective rate at September 13, 1999 was 8.74%.
The revolving loan agreement provided for borrowing up to $100,000,000 at
the Company's discretion. At September 13, 1999, $91,000,000 had been drawn
against the $100,000,000 commitment. The revolving credit agreement expires on
March 31, 2007. The revolver bears an interest rate at the bank's prime rate
plus 0% to 1.50%
F-101
<PAGE> 198
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
or LIBOR plus 1.25% to 2.75%. The specific rate is dependent upon the leverage
ratio of ICP, which is recalculated quarterly. The weighted average effective
interest rate at September 13, 1999 was 8.5%.
The term loan and revolving loan agreement are collateralized by
substantially all assets of ICP and its consolidated entities, including the
Partnership.
4. LEASE COMMITMENTS
The Partnership leases certain real and personal property under
noncancelable operating leases. Future minimum lease payments under these
arrangements at September 13, 1999, were as follows:
<TABLE>
<S> <C>
1999........................................................ $ 77,802
2000........................................................ 57,386
2001........................................................ 45,749
2002........................................................ 43,500
2003........................................................ 43,500
Thereafter.................................................. 40,875
--------
$308,812
========
</TABLE>
Total rent expense for the period January 1, 1999 to September 13, 1999 was
$77,802, including $43,253 relating to cancelable pole rental agreements.
5. RETIREMENT BENEFITS
The Partnership has a 401(k) plan for its employees that have been employed
by the Partnership for at least one year. Employees of the Partnership can
contribute up to 15% of their salary, on a before-tax basis, with a maximum 1999
contribution of $10,000 (as set by the Internal Revenue Service). The
Partnership matches participant contributions up to a maximum of 50% of the
first 3% of a participant's salary contributed. All participant contributions
and earnings are fully vested upon contribution and Partnership contributions
and earnings vest 20% per year of employment with the Partnership, becoming
fully vested after five years. The Partnership's matching contributions for the
period January 1, 1999 to September 13, 1999 were $10,524.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Partnership has a number of financial instruments, none of which are
held for trading purposes. The following method and assumptions were used by the
Partnership to estimate the fair values of financial instruments as disclosed
herein:
Cash, customer accounts receivable, other receivables, accounts payable and
accrued liabilities and customer deposits and prepayments: The carrying value
amount approximates fair value because of the short period to maturity.
The interest rate on debt is adjusted at least quarterly; therefore, the
carrying value of debt approximates its fair value.
7. RELATED PARTY TRANSACTIONS
Certain Partnership expenses were paid by Charter and are reflected as
Payables to affiliates in the accompanying financial statements.
F-102
<PAGE> 199
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
8. LITIGATION
The Partnership could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Partnership will vigorously defend itself against the litigation and, where
appropriate, will file counterclaims. Although the eventual outcome of potential
lawsuits cannot be predicted, it is management's opinion that any such lawsuit
will not result in liabilities that would have a material affect on the
Partnership's financial position or results of operations.
F-103
<PAGE> 200
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
R/N South Florida Cable Management Limited Partnership
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of equity and of cash flows present
fairly, in all material respects, the financial position of R/N South Florida
Cable Management Limited Partnership and its subsidiaries (the "Partnership") at
September 13, 1999, and the results of their operations and their cash flows for
the period January 1, 1999 to September 13, 1999, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Partnership's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with auditing standards
generally accepted in the United States, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
On September 13, 1999, all of the Partnership's interest were sold to
Charter Communications, LLC. These financial statements represent the
Partnership just prior to that transaction and do not reflect any adjustments
related thereto.
/s/ PRICEWATERHOUSECOOPERS LLP
Denver, Colorado
February 15, 2000
F-104
<PAGE> 201
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
AS OF
SEPTEMBER 13, 1999
------------------
<S> <C>
ASSETS
Cash........................................................ $ 453,963
Customer accounts receivable, less allowance for doubtful
accounts of $27,131....................................... 933,646
Accounts receivable, related party.......................... 394,142
Accounts receivable, interpartnership....................... 30,273,104
Other receivables........................................... 780,723
Prepaid expenses and deposits............................... 195,198
Property, plant and equipment, at cost:
Transmission and distribution systems and related
equipment.............................................. 24,629,591
Vehicles, office furniture and equipment.................. 1,131,040
Leasehold improvements.................................... 6,759
Construction in process and spare parts inventory......... 1,519,099
------------
27,286,489
Less accumulated depreciation............................... (1,935,932)
------------
Property, plant and equipment, net..................... 25,350,557
Franchise costs, less accumulated amortization of
$17,527,564............................................... 65,160,673
Total assets...................................... $123,542,006
============
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities.................. $ 2,074,095
Customer deposits and prepayments......................... 1,209,481
Interpartnership debt..................................... 60,960,000
------------
Total liabilities................................. 64,243,576
Commitments and contingencies (Notes 4 and 7) Divisional
equity.................................................... 59,298,430
------------
Total equity...................................... 59,298,430
------------
Total liabilities and equity...................... $123,542,006
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-105
<PAGE> 202
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, 1999
TO SEPTEMBER 13, 1999
---------------------
<S> <C>
REVENUE
Service................................................... $ 14,790,346
Installation and other.................................... 2,725,293
------------
Total revenue..................................... 17,515,639
COSTS AND EXPENSES
Operating expense......................................... 2,958,925
Programming expense....................................... 3,957,126
Selling, general and administrative expense............... 4,532,320
Depreciation.............................................. 1,997,656
Amortization.............................................. 17,527,564
Management fees........................................... 700,626
Loss on disposal of assets................................ 685,800
------------
Total costs and expenses.......................... 32,360,017
------------
Operating loss............................................ (14,844,378)
Interest expense.......................................... 760,517
------------
Net loss............................................... $(15,604,895)
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-106
<PAGE> 203
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF EQUITY
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, 1999
TO SEPTEMBER 13, 1999
-------------------------------
DIVISIONAL
EQUITY TOTAL
------------ ------------
<S> <C> <C>
<CAPTION>
<S> <C> <C>
Equity contribution......................................... $ 74,903,325 $ 74,903,325
Net loss.................................................. (15,604,895) (15,604,895)
------------ ------------
Divisional equity, September 13, 1999....................... $ 59,298,430 $ 59,298,430
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-107
<PAGE> 204
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, 1999
TO SEPTEMBER 13, 1999
---------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $(15,604,895)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 19,525,221
Loss on disposal of assets............................. 685,800
Increase in customer accounts receivable............... (478,307)
Increase in accounts receivable, related party......... (394,142)
Increase in accounts receivable, intercompany.......... (30,273,104)
Decrease in other receivables.......................... 910,870
Decrease in prepaid expenses and deposits.............. 197,824
Decrease in accounts payable and accrued liabilities... (282,445)
Increase in customer prepayments and deposits.......... 519,116
------------
Net cash used in operating activities................ (25,194,062)
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Initial cash acquisition cost, net of cash acquired....... (74,224,586)
Purchases of property, plant and equipment................ (4,487,237)
Additions to franchise costs.............................. (383,932)
Proceeds from the sale of assets.......................... 102,891
------------
Net cash used in investing activities................ (78,992,864)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions..................................... 74,903,325
Proceeds from interpartnership debt....................... 30,587,226
Payments on interpartnership debt......................... (849,662)
------------
Net cash provided by financing activities............ 104,640,889
------------
Increase in cash............................................ 453,963
Cash, beginning of period................................... --
Cash, end of period......................................... $ 453,963
============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid............................................. $ 760,517
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-108
<PAGE> 205
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
PRINCIPLES OF CONSOLIDATION AND ORGANIZATION
The accompanying consolidated financial statements include the accounts of
R/N South Florida Cable Management Limited Partnership (the "Partnership") and
its substantially wholly owned subsidiary, Rifkin/ Narragansett South Florida
CATV Limited Partnership (the "Operating Partnership"). Each partnership is a
Florida Limited Partnership. The Partnership was originally organized in 1988
for the purpose of being the general partner to the Operating Partnership which
is engaged in the installation, ownership, operation and management of cable
television systems in Florida.
ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP AND BASIS OF PRESENTATION
Effective December 31, 1998, Interlink Communications Partners, LLLP
("ICP") acquired all of the Partnership's limited partner interest, and agreed
to purchase all of the Partnership's interest for $74.2 million. This
transaction was accounted for as a purchase; as such, assets and liabilities
were written up to their fair value, resulting in an increase to property, plant
and equipment and franchise costs of $5.0 million $77.1 million, respectively.
Effective July 1, 1999, ICP completed the purchase of the remaining general
partner interest in the Partnership and the Partnership was merged into ICP and
ceased to exist as a separate legal entity. The Partnership's financial
statements subsequent to that date represent a divisional carve-out from ICP.
These financial statements include all the direct costs of operating its
business; however, certain assets, liabilities and costs not specifically
related to the Partnership's activities were allocated and reflected in the
financial position as of September 13, 1999, and the results of its operations
and its cash flows for the period January 1, 1999 to September 13, 1999.
Allocations from ICP include amounts for debt, interest expense and management
expense. Both debt and interest expense were allocated pro rata based on the
Partnership's percentage of subscribers to total ICP subscribers. Management
expense was allocated in accordance with the management agreement (Note 2). In
addition, receivables and payables to ICP are presented in the accompanying
financial statements net as amounts due to/from interpartnership. Management
believes these allocations were made on a reasonable basis. Nonetheless, the
financial information included herein may not necessarily reflect what the
financial position and results of operations of the Partnership would have been
as a stand-alone entity.
ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC
On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interest to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive Purchase and Sales Agreement with
Charter for the sale of the individual partner's interest. The sales transaction
closed on September 13, 1999. These financial statements represent the
Partnership just prior to the transaction and do not reflect any related
adjustments.
PROPERTY, PLANT AND EQUIPMENT
Additions to property, plant and equipment are recorded at cost, which in
the case of assets constructed, include amounts for material, labor, overhead
and capitalized interest, if applicable. Upon sale or retirement of an asset,
the related costs and accumulated depreciation are removed from the accounts and
any gain or loss is recognized.
F-109
<PAGE> 206
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Depreciation expense is calculated using the straight-line method of
depreciation over the estimated useful lives of the assets as follows:
<TABLE>
<S> <C>
Transmission and distribution systems and related
equipment................................................. 1-15 years
Vehicles, office furniture and equipment.................... 2-5 years
Leasehold improvements...................................... 5 years
</TABLE>
FRANCHISE COSTS
Franchise costs are amortized using the straight-line method over the
remaining lives of the franchises as of the date they were acquired, ranging
from 2 to 10 years. The carrying value is assessed for recoverability by
management based on an analysis of undiscounted expected future cash flows. The
Partnership's management believes that there has been no impairment thereof as
of September 13, 1999.
INCOME TAXES
No provision for federal or state income taxes is necessary in the
financial statements of the Partnership, because as a partnership, it is not
subject to federal or state income tax as the tax effect of its activities
accrues to the partners.
REVENUE RECOGNITION
Customer fees are recorded as revenue in the period the service is
provided. The cost to acquire the rights to the programming generally is
recorded when the product is initially available to be viewed by the customer.
ADVERTISING AND PROMOTION EXPENSES
Advertising and promotion expenses are charged to income during the year in
which they are incurred and were not significant for the period shown.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles 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.
2. MANAGEMENT AGREEMENT
The Partnership has a management agreement with R & A Management, LLC
("RML"). The management agreement provides that RML shall manage the Operating
Partnership and shall be entitled to annual compensation of 4% of gross
revenues. The result of this transaction included the conveyance of the Rifkin
management agreement (the "Rifkin Agreement") to RML (the "RML Agreement").
Expenses incurred pursuant to this agreement are disclosed in the Consolidated
Statement of Operations.
3. DEBT
The Partnership has an interpartnership debt with ICP. Borrowings,
including both principal and interest, at September 13, 1999 were $60,960,000
and had an effective interest rate of 8.68%.
ICP has a term loan and revolving loan agreement with a bank. The amount of
the term loan is $150,000,000, and requires varying quarterly payments plus
interest commencing September 30, 2001 and continuing through March 31, 2007. On
February 1, 1999, the term loan agreement was amended to increase the loan
amount to $250,000,000. On July 16, 1999, the term loan agreement was amended
again to increase the loan amount to
F-110
<PAGE> 207
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$290,000,000. The interest rate on the term loan is generally the bank's prime
rate plus 0% to 1.50%. The weighted average effective rate at September 13, 1999
was 8.74%.
The revolving loan agreement provided for borrowing up to $100,000,000 at
the Company's discretion. At September 13, 1999, $91,000,000 had been drawn
against the $100,000,000 commitment. The revolving credit agreement expires on
March 31, 2007. The revolver bears an interest rate at the bank's prime rate
plus 0% to 1.50% or LIBOR plus 1.25% to 2.75%. The specific rate is dependent
upon the leverage ratio of ICP, which is recalculated quarterly. The weighted
average effective interest rate at September 13, 1999 was 8.5%.
The term loan and revolving loan agreement are collateralized by
substantially all assets of ICP and its consolidated entities, including the
Partnership.
4. LEASE COMMITMENTS
The Partnership leases certain real and personal property under
noncancelable operating leases. Future minimum lease payments under these
arrangements at September 13, 1999, were as follows:
<TABLE>
<S> <C>
1999........................................................ $203,667
2000........................................................ 178,432
2001........................................................ 148,399
--------
$530,498
========
</TABLE>
Total rent expense for the period January 1, 1999 to September 13, 1999 was
$187,831, including $68,806 relating to cancelable pole rental agreements.
5. RETIREMENT BENEFITS
The Operating Partnership has a 401(k) plan for its employees that have
been employed by the Operating Partnership for at least one year. Employees of
the Operating Partnership can contribute up to 15% of their salary, on a
before-tax basis, with a maximum 1999 contribution of $10,000 (as set by the
Internal Revenue Service). The Operating Partnership matches participant
contributions up to a maximum of 50% of the first 3% of a participant's salary
contributed. All participant contributions and earnings are fully vested upon
contribution and Operating Partnership contributions and earnings vest 20% per
year of employment with the Operating Partnership, becoming fully vested after
five years. The Operating Partnership's matching contributions for the period
January 1, 1999 to September 13, 1999 were $19,721.
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Partnership has a number of financial instruments, none of which are
held for trading purposes. The following method and assumptions were used by the
Partnership to estimate the fair values of financial instruments as disclosed
herein:
Cash, customer accounts receivable, other receivables, accounts payable and
accrued liabilities and customer deposits and prepayments: The carrying value
amount approximates fair value because of the short period to maturity.
The interest rate on debt is adjusted at least quarterly; therefore, the
carrying value of debt approximates its fair value.
7. LITIGATION
The Partnership could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Partnership will vigorously defend itself against the litigation and,
F-111
<PAGE> 208
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
where appropriate, will file counterclaims. Although the eventual outcome of
potential lawsuits cannot be predicted, it is management's opinion that any such
lawsuit will not result in liabilities that would have a material affect on the
Partnership's financial position or results of operations.
F-112
<PAGE> 209
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of InterMedia Partners
and InterMedia Capital Partners IV, L.P.
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, of changes in equity and of cash flows
present fairly, in all material respects, the financial position of InterMedia
Cable Systems (comprised of components of InterMedia Partners and InterMedia
Capital Partners IV, L.P.) at September 30, 1999 and December 31, 1998, and the
results of their operations and their cash flows for the nine-months ended
September 30, 1999 and for the years ended December 31, 1998 and 1997 in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the management of
InterMedia Partners and InterMedia Capital Partners IV, L.P.; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States which 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,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
January 6, 2000
F-113
<PAGE> 210
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
Accounts receivable, net of allowance for doubtful accounts
of $903 and $899, respectively............................ $ 14,971 $ 14,425
Receivables from affiliates................................. 7,966 5,623
Prepaid expenses............................................ 1,100 423
Other current assets........................................ 186 350
-------- --------
Total current assets...................................... 24,223 20,821
Intangible assets, net...................................... 214,182 255,356
Property and equipment, net................................. 228,676 218,465
Deferred income taxes....................................... 15,279 12,598
Investments and other non-current assets.................... 544 2,804
-------- --------
Total assets.............................................. $482,904 $510,044
-------- --------
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities.................... $ 15,504 $ 19,230
Deferred revenue............................................ 11,151 11,104
Payables to affiliates...................................... 2,265 3,158
-------- --------
Total current liabilities................................. 28,920 33,492
Note payable to InterMedia Partners IV, L.P................. 406,975 396,579
Deferred channel launch revenue............................. 3,583 4,045
-------- --------
Total liabilities......................................... 439,478 434,116
-------- --------
Commitments and contingencies
Mandatorily redeemable preferred shares..................... 14,934 14,184
Equity...................................................... 28,492 61,744
-------- --------
Total liabilities and equity.............................. $482,904 $510,044
======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-114
<PAGE> 211
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED
ENDED DECEMBER 31,
SEPTEMBER 30, --------------------
1999 1998 1997
------------- -------- --------
<S> <C> <C> <C>
REVENUES
Basic and cable services.................................... $105,275 $125,920 $112,592
Pay services................................................ 20,699 23,975 24,467
Other services.............................................. 26,815 26,167 25,519
-------- -------- --------
152,789 176,062 162,578
COSTS AND EXPENSES
Program fees................................................ 35,579 39,386 33,936
Other direct expenses....................................... 15,280 16,580 16,500
Selling, general and administrative expenses................ 33,315 30,787 29,181
Management and consulting fees.............................. 2,356 3,147 2,870
Depreciation and amortization............................... 79,325 85,982 81,303
-------- -------- --------
165,855 175,882 163,790
-------- -------- --------
Profit/(loss) from operations............................... (13,066) 180 (1,212)
-------- -------- --------
OTHER INCOME (EXPENSE)
Interest expense............................................ (17,636) (25,449) (28,458)
Interest and other income................................... 187 341 429
Gain on sale of investment.................................. 1,678 -- --
Gain on sale/exchange of cable systems...................... -- 26,218 10,006
Other expense............................................... (4,397) (3,188) (1,431)
-------- -------- --------
(20,168) (2,078) (19,454)
-------- -------- --------
Loss before income tax benefit (expense).................... (33,234) (1,898) (20,666)
Income tax benefit (expense)................................ 2,681 (1,623) 4,026
-------- -------- --------
NET LOSS.................................................... $(30,553) $ (3,521) $(16,640)
======== ======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-115
<PAGE> 212
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
COMBINED STATEMENT OF CHANGES IN EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
Balance at January 1, 1997.................................. $ 69,746
Net loss.................................................... (16,640)
Accretion for mandatorily redeemable preferred shares....... (882)
Net contributions from parent............................... 6,489
--------
Balance at December 31, 1997................................ 58,713
Net loss.................................................... (3,521)
Accretion for mandatorily redeemable preferred shares....... (945)
Net cash contributions from parent.......................... 6,350
In-kind contribution from parent............................ 1,147
--------
Balance at December 31, 1998................................ 61,744
Net loss.................................................... (30,553)
Accretion for mandatorily redeemable preferred shares....... (750)
Net distributions to parent................................. (1,949)
--------
Balance at September 30, 1999............................... $ 28,492
========
</TABLE>
See accompanying notes to combined financial statements.
F-116
<PAGE> 213
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED
ENDED DECEMBER 31,
SEPTEMBER 30, --------------------
1999 1998 1997
------------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $(30,553) $ (3,521) $(16,640)
Adjustments to reconcile net loss to cash flows from
operating activities:
Depreciation and amortization............................. 79,325 85,982 81,303
Loss on disposal of fixed assets.......................... 1,497 3,177 504
Gain on sale of investment................................ (1,678) -- --
Gain on sale/exchange of cable systems.................... -- (26,218) (10,006)
Changes in assets and liabilities:
Accounts receivable.................................... (546) (1,395) (2,846)
Receivables from affiliates............................ (2,343) (3,904) (639)
Prepaid expenses....................................... (677) 203 (251)
Other current assets................................... 164 (106) (10)
Deferred income taxes.................................. (2,681) 1,623 (4,311)
Other non-current assets............................... 1,088 (517) (58)
Accounts payable and accrued liabilities............... 134 (2,073) 4,436
Deferred revenue....................................... 740 1,208 1,399
Payables to affiliates................................. (893) 373 469
Accrued interest....................................... 17,636 25,449 28,458
Deferred channel launch revenue........................ (1,155) 2,895 2,817
-------- -------- --------
Cash flows from operating activities...................... 60,058 83,176 84,625
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment....................... (52,848) (72,673) (87,253)
Sale/exchange of cable systems............................ -- (398) 11,157
Proceeds from sale of investment.......................... 2,850 -- --
Intangible assets......................................... (871) (372) (506)
-------- -------- --------
Cash flows from investing activities...................... (50,869) (73,443) (76,602)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (distributions) contributions to/from parent.......... (1,949) 6,350 6,489
Net repayment of borrowings............................... (7,240) (16,083) (14,512)
-------- -------- --------
Cash flows from financing activities...................... (9,189) (9,733) (8,023)
-------- -------- --------
Net change in cash.......................................... -- -- --
-------- -------- --------
Cash at beginning of period................................. -- -- --
-------- -------- --------
Cash at end of period....................................... $ -- $ -- $ --
======== ======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-117
<PAGE> 214
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION
THE CHARTER TRANSACTIONS
InterMedia Partners, a California limited partnership ("IP-I"), and
InterMedia Capital Partners IV, L.P., a California limited partnership,
("ICP-IV", together with IP-I, "InterMedia") are affiliated through common
control and management. Robin Media Group, Inc. , a Nevada corporation, ("RMG")
is a majority owned subsidiary of ICP-IV. On April 20, 1999 InterMedia and
certain of its affiliates entered into agreements (the "Agreements") with
affiliates of Charter Communications, Inc. ("Charter") to sell and exchange
certain of their cable television systems ("the Charter Transactions"). The
Charter Transactions closed on October 1, 1999.
Specifically, ICP-IV and its affiliates sold certain of their cable
television systems in Tennessee and Gainesville, Georgia through a combination
of asset sales and the sale of their equity interests in RMG, and exchanged
their systems in and around Greenville and Spartanburg, South Carolina for
Charter systems located in Indiana, Kentucky, Utah and Montana. Immediately upon
Charter's acquisition of RMG, IP-I exchanged its cable television systems in
Athens, Georgia, Asheville and Marion, North Carolina and Cleveland, Tennessee
for RMG's cable television systems located in middle Tennessee.
The cable systems retained by Charter upon consummation of the Charter
Transactions, together with RMG, are referred to as the "InterMedia Cable
Systems," or the "Systems."
PRESENTATION
The accompanying combined financial statements represent the financial
position of the InterMedia Cable Systems as of September 30, 1999 and December
31, 1998 and 1997 and the results of their operations and their cash flows for
the nine months ended September 30, 1999 and the years ended December 31, 1998
and 1997. The Systems being sold or exchanged do not individually or
collectively comprise a separate legal entity. Accordingly, the combined
financial statements have been carved-out from the historical accounting records
of InterMedia.
CARVE-OUT METHODOLOGY
Throughout the periods covered by the combined financial statements, the
individual cable systems were operated and accounted for separately. However,
the Charter Transactions exclude certain systems (the "Excluded Systems") which
were operated as part of the Marion, North Carolina and western Tennessee
systems throughout the periods presented in the combined financial statements.
For purposes of carving out and excluding the results of operations and
financial position of the Excluded Systems from the combined financial
statements, management has estimated the revenues, expenses, assets and
liabilities associated with each Excluded System based on the ratio of each
Excluded System's basic subscribers to the total basic subscribers served by the
Marion, North Carolina and western Tennessee systems, respectively. Management
believes the basis used for these allocations is reasonable. The Systems'
results of operations are not necessarily indicative of future operating results
or the results that would have occurred if the Systems were a separate legal
entity.
Management and consulting fees represent an allocation of management fees
charged to IP-I and ICP-IV by InterMedia Capital Management, a California
limited partnership ("ICM") and InterMedia Management, Inc. ("IMI"),
respectively. ICM is a limited partner of IP-I. IMI is the managing member of
each of the general partners of IP-I and ICP-IV. These fees are charged at a
fixed amount per annum and have been allocated to the Systems based upon the
allocated contributed capital of the individual systems as compared to the total
contributed capital of InterMedia's subsidiaries.
F-118
<PAGE> 215
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
As more fully described in Note 9 -- "Related Party Transactions," certain
administrative services are also provided by IMI and are charged to all
affiliates based on relative basic subscriber percentages.
CASH AND INTERCOMPANY ACCOUNTS
Under InterMedia's centralized cash management system, cash requirements of
its individual operating units were generally provided directly by InterMedia
and the cash generated or used by the Systems was transferred to/from
InterMedia, as appropriate, through intercompany accounts. The intercompany
account balances between InterMedia and the individual operating units, except
RMG's intercompany note payable to InterMedia Partners IV, L.P. ("IP-IV"), as
described in Note 7 -- "Note Payable to InterMedia Partners IV, L.P.," are not
intended to be settled. Accordingly, the balances, other than RMG's note payable
to IP-IV, are included in equity and all net cash flows from operations,
investing activities and financing activities have been included in the Systems'
net (distributions) contributions to/from parent in the combined statements of
cash flows.
IP-I and ICP-IV or its subsidiaries maintain all external debt to fund and
manage InterMedia's operations on a centralized basis. The combined financial
statements present only the debt and related interest expense of RMG, which was
assumed and repaid by Charter pursuant to the Charter Transactions. See Note
7 -- "Note Payable to InterMedia Partners IV, L.P." Debt, unamortized debt issue
costs and interest expense related to the financing of the cable systems not
owned by RMG have not been allocated to the InterMedia Cable Systems. As such,
the level of debt, unamortized debt issue costs and related interest expense
presented in the combined financial statements are not representative of the
debt that would be required or interest expense incurred if InterMedia Cable
Systems were a separate legal entity.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Cable television service revenue is recognized in the period in which
services are provided to customers. Deferred revenue generally represents
revenue billed in advance and deferred until cable service is provided.
Installation fees are recognized immediately into revenue to the extent of
direct selling costs incurred. Any fees in excess of such costs are deferred and
amortized into income over the period that customers are expected to remain
connected to the cable television system.
PROPERTY AND EQUIPMENT
Additions to property and equipment, including new customer installations,
are recorded at cost. Self-constructed fixed assets include materials, labor and
overhead. Costs of disconnecting and reconnecting cable service are expensed.
Expenditures for maintenance and repairs are charged to expense as incurred.
Expenditures for major renewals and improvements are capitalized. Capitalized
fixed assets are written down to recoverable values whenever recoverability
through operations or sale of the systems becomes doubtful. Gains and losses on
disposal of property and equipment are included in the Systems' statements of
operations when the assets are sold or retired from service.
F-119
<PAGE> 216
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
Depreciation is computed using the double-declining balance method over the
following estimated useful lives:
<TABLE>
<CAPTION>
YEARS
------
<S> <C>
Cable television plant...................................... 5 -- 10
Buildings and improvements.................................. 10
Furniture and fixtures...................................... 3 -- 7
Equipment and other......................................... 3 -- 10
</TABLE>
INTANGIBLE ASSETS
The Systems have franchise rights to operate cable television systems in
various towns and political subdivisions. Franchise rights are being amortized
over the lesser of the remaining franchise lives or the base ten and twelve-year
terms of IP-I and ICP-IV, respectively. The remaining lives of the franchises
range from one to seventeen years.
Goodwill represents the excess of acquisition costs over the fair value of
net tangible and franchise assets acquired and liabilities assumed and is being
amortized on a straight-line basis over the base ten or twelve-year term of IP-I
and ICP-IV, respectively.
Capitalized intangibles are written down to recoverable values whenever
recoverability through operations or sale of the systems becomes doubtful. Each
year, the Systems evaluate the recoverability of the carrying value of their
intangible assets by assessing whether the projected cash flows, including
projected cash flows from sale of the systems, is sufficient to recover the
unamortized costs of these assets.
INCOME TAXES
Income taxes reported in InterMedia Cable Systems' combined financial
statements represent the tax effects of RMG's results of operations. RMG as a
corporation is the only entity within InterMedia Cable Systems which reports a
provision/benefit for income taxes. No provision or benefit for income taxes is
reported by any of the other cable systems within the InterMedia Cable Systems
structure because these systems are currently owned by various partnerships,
and, as such, the tax effects of these cable systems' results of operations
accrue to the partners.
RMG accounts for income taxes using the asset and liability approach which
requires the recognition of deferred tax assets and liabilities for the tax
consequences of temporary differences by applying enacted statutory tax rates
applicable to future years to differences between the financial statement
carrying amounts and the tax bases of existing assets and liabilities.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles 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 these estimates.
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of receivables, payables, deferred revenue and accrued
liabilities approximates fair value due to their short maturity.
F-120
<PAGE> 217
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
3. SALE AND EXCHANGE OF CABLE PROPERTIES
SALE
On December 5, 1997, RMG sold its cable television assets serving
approximately 7,400 (unaudited) basic subscribers in and around Royston and
Toccoa, Georgia. The sale resulted in a gain, calculated as follows:
<TABLE>
<S> <C>
Proceeds from sale.......................................... $ 11,212
Net book value of assets sold............................... (1,206)
--------
Gain on sale................................................ $ 10,006
========
</TABLE>
EXCHANGE
On December 31, 1998, certain of the Systems' cable television assets
located in and around western and eastern Tennessee ("Exchanged Assets"),
serving approximately 10,600 (unaudited) basic subscribers, plus cash of $398
were exchanged for other cable television assets located in and around western
and eastern Tennessee, serving approximately 10,000 (unaudited) basic
subscribers.
The cable television assets received have been recorded at fair market
value, allocated as follows:
<TABLE>
<S> <C>
Property and equipment...................................... $ 5,141
Franchise rights............................................ 24,004
--------
Total....................................................... $ 29,145
========
</TABLE>
The exchange resulted in a gain of $26,218 calculated as the difference
between the fair value of the assets received and the net book value of the
Exchanged Assets less cash paid of $398.
4. INTANGIBLE ASSETS
Intangible assets consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Franchise rights............................................ $ 332,800 $ 332,157
Goodwill.................................................... 58,505 58,505
Other....................................................... 573 345
--------- ---------
391,878 391,007
Accumulated amortization.................................... (177,696) (135,651)
--------- ---------
$ 214,182 $ 255,356
========= =========
</TABLE>
F-121
<PAGE> 218
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Land........................................................ $ 1,080 $ 1,068
Cable television plant...................................... 266,848 231,937
Building and improvements................................... 5,546 5,063
Furniture and fixtures...................................... 3,509 3,170
Equipment and other......................................... 29,953 25,396
Construction-in-progress.................................... 22,999 18,065
--------- ---------
329,935 284,699
Accumulated depreciation.................................... (101,259) (66,234)
--------- ---------
$ 228,676 $ 218,465
========= =========
</TABLE>
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Accounts payable............................................ $ 4,793 $ 1,780
Accrued program costs....................................... 1,504 1,897
Accrued franchise fees...................................... 2,659 4,676
Accrued copyright fees...................................... 145 406
Accrued capital expenditures................................ 1,355 5,215
Accrued payroll costs....................................... 2,746 1,784
Accrued property and other taxes............................ 1,524 862
Other accrued liabilities................................... 778 2,610
-------- --------
$ 15,504 $ 19,230
======== ========
</TABLE>
7. NOTE PAYABLE TO INTERMEDIA PARTNERS IV, L.P.
RMG's note payable to IP-IV consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Intercompany revolving credit facility, $1,200,000
commitment as of September 30, 1999, interest currently at
6.60% payable on maturity, matures December 31, 2006...... $406,975 $396,579
======== ========
</TABLE>
RMG's debt is outstanding under an intercompany revolving credit facility
executed with IP-IV. The revolving credit facility currently provides for
$1,200,000 of available credit.
RMG's intercompany revolving credit facility requires repayment of the
outstanding principal and accrued interest on the earlier of (i) December 31,
2006, or (ii) acceleration of any of IP-IV's obligations to repay under its bank
debt outstanding under its revolving credit facility ("IP-IV Revolving Credit
Facility") and term loan
F-122
<PAGE> 219
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
agreement ("IP-IV Term Loan", together with the IP-IV Revolving Credit Facility,
the "IP-IV Bank Facility") dated July 30, 1996.
On October 1, 1999, Charter assumed and repaid RMG's intercompany revolving
credit facility pursuant to the Charter Transactions.
Interest rates under RMG's intercompany revolving credit facility are
calculated monthly and are referenced to those made available under the IP-IV
Bank Facility. Interest rates ranged from 6.21% to 6.96% during the nine months
ended September 30, 1999.
Advances under the IP-IV Bank Facility are available under interest rate
options related to the base rate of the administrative agent for the IP-IV Bank
Facility ("ABR") or LIBOR. Interest rates on borrowings under the IP-IV Term
Loan vary from LIBOR plus 1.75% to LIBOR plus 2.00% or ABR plus 0.50% to ABR
plus 0.75% based on IP-IV's ratio of debt outstanding to annualized quarterly
operating cash flow ("Senior Debt Ratio"). Interest rates on borrowings under
the IP-IV Revolving Credit Facility also vary from LIBOR plus 0.625% to LIBOR
plus 1.50% or ABR to ABR plus 0.25% based on IP-IV's Senior Debt Ratio. The
IP-IV Bank Facility requires quarterly payment of fees on the unused portion of
the IP-IV Revolving Credit Facility of 0.375% per annum when the Senior Debt
Ratio is greater than 4.0:1.0 and at 0.25% when the Senior Debt Ratio is less
than or equal to 4.0:1.0.
The terms and conditions of RMG's intercompany debt agreement are not
necessarily indicative of the terms and conditions which would be available if
the Systems were a separate legal entity.
8. MANDATORILY REDEEMABLE PREFERRED SHARES
RMG has Redeemable Preferred Stock outstanding at September 30, 1999 and
December 31, 1998, which has an annual dividend of 10.0% and participates in any
dividends paid on the common stock at 10.0% of the dividend per share paid on
the common stock. The Redeemable Preferred Stock bears a liquidation preference
of $12,000 plus any accrued but unpaid dividends at the time of liquidation and
is mandatorily redeemable on September 30, 2006 at the liquidation preference
amount. Pursuant to the terms of the Agreements, upon consummation of the
Charter Transactions, Charter redeemed RMG's Redeemable Preferred Stock at the
liquidation preference amount.
9. RELATED PARTY TRANSACTIONS
ICM and IMI provide certain management services to IP-I and ICP-IV,
respectively, for per annum fixed fees, of which 20% per annum is deferred and
payable in each following year in order to support InterMedia's debt. Management
fees charged to InterMedia for the nine months ended September 30, 1999 and the
years ended December 31, 1998 and 1997 amounted to $4,059, $5,410 and $6,395,
respectively, of which $2,356, $3,147 and $2,870, respectively, has been charged
to the Systems.
IMI has entered into agreements with both IP-I and ICP-IV to provide
accounting and administrative services at cost. Under the terms of the
agreements, the expenses associated with rendering these services are charged to
the Systems and other affiliates based upon relative basic subscriber
percentages. Management believes this method to be reflective of the actual
cost. IMI also pays on behalf of the Systems and other affiliates "pass through
costs" that are specifically identifiable to the Systems and other affiliates.
These include, but are not limited to programming fees and copyright fees.
During the nine months ended September 30, 1999 and the years ended December 31,
1998 and 1997, IMI administrative fees charged to the Systems totaled $3,093,
$3,657 and $4,153, respectively. Receivables from affiliates at September 30,
1999 and December 31, 1998 include $5,873 and $52, respectively, of advances to
IMI, net of administrative fees charged by IMI and operating expenses paid by
IMI on behalf of the Systems.
F-123
<PAGE> 220
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
IP-I is majority-owned, and ICP-IV is owned in part, by AT&T Broadband &
Internet Services ("AT&TBIS"), formerly Tele-Communications, Inc. As affiliates
of AT&TBIS, IP-I and ICP-IV are able to purchase programming services from a
subsidiary of AT&TBIS. Management believes that the overall programming rates
made available through this relationship are lower than the Systems could obtain
separately. Such volume rates may not continue to be available in the future
should AT&TBIS's ownership interest in InterMedia significantly decrease.
Program fees charged by the AT&TBIS subsidiary to the Systems for the nine
months ended September 30, 1999 and the years ended December 31, 1998 and 1997
amounted to $26,352, $30,884 and $26,815, respectively. Payables to affiliates
include programming fees payable to the AT&TBIS subsidiary of $2,918 at December
31, 1998. There were no programming fees payable to the AT&TBIS subsidiary at
September 30, 1999.
On January 1, 1998 an affiliate of AT&TBIS entered into agreements with
InterMedia to manage the Systems' advertising business and related services for
an annual fixed fees per advertising sales subscriber as defined by the
agreements. In addition to the annual fixed fee, AT&TBIS is entitled to varying
percentage shares of the incremental growth in annual cash flows from
advertising sales above specified targets. Management fees charged by the
AT&TBIS subsidiary for the nine months ended September 30, 1999 and the year
ended December 31, 1998 amounted to $227 and $292, respectively. Receivables
from affiliates at September 30, 1999 and December 31, 1998 include $2,034 and
$3,437, respectively, of receivable from AT&TBIS for advertising sales.
As part of its normal course of business the Systems are involved in
transactions with affiliates of InterMedia which own and operate cable
television systems. Such transactions include purchases and sales, at cost, of
inventories used in construction of cable plant. Receivables from affiliates at
September 30, 1999 and December 31, 1998 include $59 and $2,134, respectively,
of receivables from affiliated systems. Payables to affiliates at September 30,
1999 and December 31, 1998 include $2,265 and $208, respectively, of payables to
affiliated systems.
10. CABLE TELEVISION REGULATION
Cable television legislation and regulatory proposals under consideration
from time to time by Congress and various federal agencies have in the past, and
may in the future, materially affect the Systems and the cable television
industry.
The cable industry is currently regulated at the federal and local levels
under the Cable Act of 1984, the Cable Act of 1992 ("the 1992 Act"), the
Telecommunications Act of 1996 (the "1996 Act") and regulations issued by the
Federal Communications Commission ("FCC") in response to the 1992 Act. FCC
regulations govern the determination of rates charged for basic, expanded basic
and certain ancillary services, and cover a number of other areas including
customer services and technical performance standards, the required transmission
of certain local broadcast stations and the requirement to negotiate
retransmission consent from major network and certain local television stations.
Among other provisions, the 1996 Act eliminated rate regulation on the expanded
basic tier effective March 31, 1999.
Current regulations issued in conjunction with the 1992 Act empower the FCC
and/or local franchise authorities to order reductions of existing rates which
exceed the maximum permitted levels and to require refunds measured from the
date a complaint is filed in some circumstances or retroactively for up to one
year in other circumstances. Management believes it has made a fair
interpretation of the 1992 Act and related FCC regulations in determining
regulated cable television rates and other fees based on the information
currently available. However, complaints have been filed with the FCC on rates
for certain franchises and certain local franchise authorities have challenged
existing and prior rates. Further complaints and challenges could be
forthcoming, some of which could apply to revenue recorded in 1999 and prior
years. Management believes that the effect, if any, of these complaints and
challenges will not be material to the Systems' financial position or results of
operations.
F-124
<PAGE> 221
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
Many aspects of regulation at the federal and local levels are currently
the subject of judicial review and administrative proceedings. In addition, the
FCC is required to conduct rulemaking proceedings to implement various
provisions of the 1996 Act. It is not possible at this time to predict the
ultimate outcome of these reviews or proceedings or their effect on the Systems.
11. COMMITMENTS AND CONTINGENCIES
The Systems are committed to provide cable television services under
franchise agreements with remaining terms of up to seventeen years. Franchise
fees of up to 5% of gross revenues are payable under these agreements.
Current FCC regulations require that cable television operators obtain
permission to retransmit major network and certain local television station
signals. The Systems have entered into long-term retransmission agreements with
all applicable stations in exchange for in-kind and/or other consideration.
InterMedia has been named in purported and certified class actions in
various jurisdictions concerning late fee charges and practices. Certain cable
systems owned by InterMedia charge late fees to customers who do not pay their
cable bills on time. These late fee cases challenge the amount of the late fees
and the practices under which they are imposed. The plaintiffs raise claims
under state consumer protection statutes, other state statutes and common law.
The plaintiffs generally allege that the late fees charged by InterMedia's cable
systems, including the Systems in the States of Tennessee, South Carolina and
Georgia are not reasonably related to the costs incurred by the cable systems as
a result of the late payment. The plaintiffs seek to require cable systems to
reduce their late fees on a prospective basis and to provide compensation for
alleged excessive late fee charges for past periods. These cases are either at
the early stages of the litigation process or are subject to a case management
order that sets forth a process leading to mediation. Based upon the facts
available management believes that, although no assurances can be given as to
the outcome of these actions, the ultimate disposition of these matters should
not have a material adverse effect upon the financial condition of the Systems.
In the Spring of 1999 the Tennessee Department of Revenue ("TDOR") proposed
legislation that was passed by the Tennessee State Legislature which replaced
the former Amusement Tax with a new sales tax on all cable service revenues in
excess of fifteen dollars per month effective September 1, 1999. The new tax is
computed at a rate approximately equal to the former effective tax rate.
Prior to the passage of this legislation, the TDOR suggested that under its
interpretation of the former legislation it could assess, for prior periods up
to three years, additional taxes on expanded basic service revenue. Management
believes that based on subsequent correspondence with the TDOR that the TDOR
will not pursue additional taxes under the former amusement tax legislation.
The Systems are subject to other claims and litigation in the ordinary
course of business. In the opinion of management, the ultimate outcome of any
existing litigation or other claims will not have a material effect on the
Systems' financial position or results of operations.
F-125
<PAGE> 222
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
The Systems have entered into pole rental agreements and lease certain of
its facilities and equipment under non-cancelable operating leases. Minimum
rental commitments at September 30, 1999 for the next five years and thereafter
under non-cancelable operating leases related to the Systems are as follows:
<TABLE>
<S> <C>
1999........................................................ $ 169
2000........................................................ 623
2001........................................................ 580
2002........................................................ 366
2003........................................................ 252
2004 and thereafter......................................... 1,080
------
$3,070
======
</TABLE>
Rent expense, including pole rental agreements, for the nine months ended
September 30, 1999 and for the years ended December 31, 1998 and 1997 was
$2,243, $2,817 and $2,828, respectively.
12. INCOME TAXES
Income tax benefit (expense) consists of the following:
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED
ENDED DECEMBER 31,
SEPTEMBER 30, ------------------
1999 1998 1997
------------- ------- -------
<S> <C> <C> <C>
Current federal........................................ $ -- $ -- $ (285)
Deferred federal....................................... 2,415 (1,454) 3,813
Deferred state......................................... 266 (169) 498
-------- ------- -------
$ 2,681 $(1,623) $ 4,026
======== ======= =======
</TABLE>
Deferred income taxes relate to temporary differences as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Property and equipment...................................... $ (7,425) $ (7,258)
Intangible assets........................................... (10,514) (12,930)
--------- ---------
(17,939) (20,188)
Loss carryforward -- federal................................ 31,924 31,547
Loss carryforward -- state.................................. 341 297
Other....................................................... 953 942
--------- ---------
$ 15,279 $ 12,598
========= =========
</TABLE>
At December 31, 1998, RMG had net operating loss carryforwards for federal
income tax purposes aggregating $92,785, which expire through 2018. RMG is a
loss corporation as defined in Section 382 of the Internal Revenue Code.
Therefore, if certain substantial changes in RMG's ownership should occur, there
could be a significant annual limitation on the amount of loss carryforwards
which can be utilized.
InterMedia's management has not established a valuation allowance to reduce
the deferred tax assets related to RMG's unexpired net operating loss
carryforwards. Due to an excess of appreciated asset value over the tax basis of
F-126
<PAGE> 223
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
RMG's net assets, management believes it is more likely than not that the
deferred tax assets related to unexpired net operating losses will be realized.
A reconciliation of the tax benefit (expense) computed at the statutory
federal rate and the benefit (expense) reported in the accompanying combined
statements of operations is as follows:
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED
ENDED DECEMBER 31,
SEPTEMBER 30, ----------------------
1999 1998 1997
------------- --------- ---------
<S> <C> <C> <C>
Tax benefit at federal statutory rate.............. $ 4,476 $ 626 $ 4,454
State taxes, net of federal benefit................ 522 73 498
Goodwill amortization.............................. (1,675) (2,309) (2,056)
Realization of acquired tax benefit................ -- -- 346
Other.............................................. (642) (13) 784
--------- --------- ---------
$ 2,681 $ (1,623) $ 4,026
========= ========= =========
</TABLE>
13. CHANNEL LAUNCH REVENUE
During 1997 and 1998, the Systems were credited with amounts representing
their share of payments received or to be received by InterMedia from certain
programmers to launch and promote their new channels. Of the total amount
credited, the Systems recognized advertising revenue of $434, $586 and $1,182
during the nine months ended September 30, 1999 and the years ended December 31,
1998 and 1997, respectively, for advertisements provided by the Systems to
promote the new channels. The remaining amounts credited to the Systems are
being amortized over the respective terms of the program agreements which range
between five to ten years. For the nine months ended September 30, 1999 and the
years ended December 31, 1998 and 1997, the Systems amortized and recorded as
other service revenues $721, $956 and $894, respectively. Also, during 1998 the
Systems recorded a receivable from a programmer, of which $853 and $1,791
remained outstanding at September 30, 1999 and December 31, 1998, respectively,
for the launch and promotion of its new channel.
14. SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
In connection with RMG's sale of its cable television assets located in
Royston and Toccoa, Georgia in December 1997, as described in Note 3 -- "Sale
and Exchange of Cable Properties," net cash proceeds received were as follows:
<TABLE>
<S> <C>
Proceeds from sale.......................................... $ 11,212
Receivable from buyer....................................... (55)
--------
Net proceeds received from buyer.......................... $ 11,157
========
</TABLE>
In connection with the exchange of certain cable assets in and around
western and eastern Tennessee on December 31, 1998, as described in Note 3, the
Systems paid cash of $398.
In December 1998, IP-IV contributed its 4.99% partner interest in a limited
partnership to RMG. The book value of the investment at the time of the
contribution was $1,147.
Total accretion on RMG's Redeemable Preferred Stock for the nine months
ended September 30, 1999 and for the years ended December 31, 1998 and 1997
amounted to $750, $945 and $882, respectively.
F-127
<PAGE> 224
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS
IV, L.P.)
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
15. EMPLOYEE BENEFIT PLANS
The Systems participate in the InterMedia Partners Tax Deferred Savings
Plan which covers all full-time employees who have completed at least six months
of employment. The plan provides for a base employee contribution of 1% and a
maximum of 15% of compensation. The Systems' matching contributions under the
plan are at the rate of 50% of the employee's contribution, up to a maximum of
5% of compensation.
F-128
<PAGE> 1
EXHIBIT 21.1
CHARTER COMMUNICATIONS HOLDINGS, LLC
SUBSIDIARIES OF REGISTRANT
212 Seventh Street, Inc.
American Cable Entertainment Company, LLC
ARH Ltd.
Athens Cablevision, Inc.
Ausable Cable TV, Inc.
Bend Cable Communications, LLC
Bresnan Capital Corporation
Cable Equities Colorado LLC
Cable Equities of Colorado Management Corp.
Cable Systems, Inc.
CC Michigan, LLC
CC New England, LLC
CC V Finance, Inc.
CC V Holdings Finance, Inc.
CC V Holdings, LLC
CC V.com LLC
CC VI Holdings, LLC
CC VI Operating, LLC
CC VII Holdings, LLC
CC VIII Holdings, LLC
CC VIII Operating, LLC
CC VIII, LLC
CCG VIII Capital Corporation
CCG VIII, LLL
CCO Property, LLC
CCO Purchasing, LLC
Cedar Bluff Cablevision, Inc.
Cencom Cable Entertainment, LLC
Central Oregon Advertising, LLC
CF Finance LaGrange, Inc.
Charter Advertising Saint Louis, LLC
Charter Cable Operating Company, LLC
Charter Communications Entertainment I, LLC
Charter Communications Entertainment II, LLC
Charter Communications Entertainment, LLC
Charter Communications Holdings Capital Corporation
Charter Communications Holdings, LLC
Charter Communications Operating, LLC
Charter Communications Properties LLC
Charter Communications Services, LLC
Charter Communications V, LLC
Charter Communications VI, LLC
Charter Communications VII, LLC
Charter Communications, Inc.
Charter Communications, L.L.C.
Charter Fiberlink - Kansas, LLC
Charter Fiberlink - Michigan, LLC
Charter Fiberlink, LLC
Charter RMG, LLC
Charter Telephone of Michigan, LLC
Charter Telephone of Minnesota, LLC
Charter-Helicon, LLC
Charter-LaGrange, L.L.C.
<PAGE> 2
EXHIBIT 21.1
CHARTER COMMUNICATIONS HOLDINGS, LLC.
SUBSIDIARIES OF REGISTRANT
(CONTINUED)
Cross Country Cable, LLC
Dalton Cablevision, Inc.
Eastern Mississippi Cablevision, Inc.
Falcon Cable Communications, LLC
Falcon Cable Media (CA LP)
Falcon Cable Systems Company II, LP
Falcon Cablevision (CA LP)
Falcon Community Cable, L.P.
Falcon Community Investors, LP (CA LP)
Falcon Community Ventures I (CA LP)
Falcon Equipment Company, LLC
Falcon First Cable of New York, Inc.
Falcon First Cable of the Southeast, Inc.
Falcon First Holdings, Inc.
Falcon First, Inc.
Falcon Funding Corporation
Falcon Investors Group, Ltd.
Falcon Lake Las Vegas Cablevision, L.P.
Falcon Media Investors Group (CA LP)
Falcon Pacific Microwave
Falcon Telecable (CA LP)
Falcon Telecable Investors Group (CA LP)
Falcon Telecom, L.P.
Falcon Video Communications Investors, L.P.
Falcon Video Communications, L.P.
Falcon/Capital Cable G.P.
Falcon/Capital Cable Partners, L.P.
FF Cable Holdings, Inc.
Helicon Capital Corp.
Helicon Network Solutions, L.P.
Helicon Online, L.P.
Helicon Partners I, LP
Hometown TV, Inc.
Hornell Television Service, Inc.
HPI Acquisitions Co. LLC
Interlink Communications Partners, LLC
Lauderdale Cablevision, Inc.
Long Beach, LLC
Marcus Cable Associates, L.L.C.
Marcus Cable of Alabama, L.L.C.
Marcus Cable Partners, L.L.C.
Marcus Cable, Inc.
Midwest Cable Communications, Inc.
Midwest Video Electronics, Inc.
Multivision Northeast, Inc.
Multivision of Commerce, Inc.
Peachtree Cable TV, L.P.
Peachtree Cable TV, LLC
Plattsburgh Cablevision, Inc.
Renaissance Media (Louisiana), LLC
<PAGE> 3
EXHIBIT 21.1
CHARTER COMMUNICATIONS HOLDINGS, LLC.
SUBSIDIARIES OF REGISTRANT
(CONTINUED)
Renaissance Media (Tennessee), LLC
Renaissance Media Capital Corporation
Renaissance Media Group LLC
Renaissance Media LLC
Rifkin Acquisition Capital Corp.
Rifkin Acquisition Partners, LLC
Robin Media Group, Inc.
Scottsboro Cablevision, Inc.
Scottsboro TV Cable, Inc.
SFC Transmissions
Tennessee, LLC
The Helicon Group, L.P.
Tioga Cable Company, Inc.
Vista Broadband Communications, LLC
Wilcat Transmission Co, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001085475
<NAME> CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 84,305
<SECURITIES> 0
<RECEIVABLES> 91,626
<ALLOWANCES> 8,604
<INVENTORY> 0
<CURRENT-ASSETS> 182,409
<PP&E> 2,810,860
<DEPRECIATION> 285,006
<TOTAL-ASSETS> 12,005,197
<CURRENT-LIABILITIES> 559,887
<BONDS> 6,065,612
0
0
<COMMON> 0
<OTHER-SE> 4,344,262
<TOTAL-LIABILITY-AND-EQUITY> 12,005,197
<SALES> 0
<TOTAL-REVENUES> 1,325,830
<CGS> 0
<TOTAL-COSTS> 683,646
<OTHER-EXPENSES> 803,923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 434,995
<INCOME-PRETAX> (578,130)
<INCOME-TAX> 0
<INCOME-CONTINUING> (578,130)
<DISCONTINUED> 0
<EXTRAORDINARY> (7,794)
<CHANGES> 0
<NET-INCOME> (585,924)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
