<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHARTER COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4841 43-1857213
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (FEDERAL EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
------------------------
12444 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
------------------------
CURTIS S. SHAW, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CHARTER COMMUNICATIONS, INC.
12444 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
(314) 965-0555
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
DANIEL G. BERGSTEIN, ESQ. ALVIN G. SEGEL, ESQ. RICHARD D. BOHM, ESQ.
THOMAS R. POLLOCK, ESQ. IRELL & MANELLA LLP PETER J. LOUGHRAN, ESQ.
PATRICIA M. CARROLL, ESQ. 1800 AVENUE OF THE STARS, SUITE DEBEVOISE & PLIMPTON
PAUL, HASTINGS, 900 875 THIRD AVENUE
JANOFSKY & WALKER LLP LOS ANGELES, CALIFORNIA NEW YORK, NEW YORK 10022
399 PARK AVENUE 90067-4276 (212) 909-6000
NEW YORK, NEW YORK 10022 (310) 277-1010
(212) 318-6000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1)(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A common stock, par value $.001 per share.......... $3,450,000,000 $959,100
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.
(2) Includes shares that the underwriters may purchase to cover over-allotments,
if any. Also includes shares that are to be offered and sold to persons
outside the United States but that may be resold by persons from time to
time in the United States during the distribution; such shares are not being
registered hereby for purposes of sales outside the United States.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION. DATED JULY 28, 1999.
[CHARTER COMMUNICATIONS LOGO]
Shares
CHARTER COMMUNICATIONS, INC.
Class A Common Stock
----------------------
This is an initial public offering of shares of Class A common stock of
Charter Communications, Inc. This prospectus relates to an offering of
shares in the United States and Canada. In addition,
shares are being offered outside the United States and Canada. All of the shares
of Class A common stock are being sold by Charter Communications, Inc.
Paul G. Allen, our principal owner, has agreed to make, through a company
he controls, a $750 million contribution to our subsidiary Charter
Communications Holding Company, LLC. He will pay a purchase price per membership
unit in that company equal to the net initial public offering price per share of
the Class A common stock. We expect this investment to be completed concurrently
with the closing of the offering.
Prior to the offering, there has been no public market for the Class A
common stock. It is currently estimated that the initial public offering price
per share will be between $ and $ . We intend to apply to have
the Class A common stock included for quotation on the Nasdaq National Market
under the symbol " ".
See "Risk Factors" beginning on page 12 to read about factors you should
consider before buying shares of the Class A common stock.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------------
<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Initial public offering price............................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to us............................ $ $
</TABLE>
To the extent that the underwriters sell more than shares of
Class A common stock, the underwriters have the option to purchase up to an
additional shares from Charter Communications, Inc. at the initial
public offering price less the underwriting discount.
----------------------
The underwriters expect to deliver the shares against payment in New York,
New York on , 1999.
GOLDMAN, SACHS & CO. BEAR, STEARNS & CO. INC. MORGAN STANLEY DEAN WITTER
DONALDSON, LUFKIN & JENRETTE MERRILL LYNCH & CO. SALOMON SMITH BARNEY
A. G. EDWARDS & SONS, INC. M.R. BEAL & COMPANY
----------------------
Prospectus dated , 1999.
<PAGE> 3
[DESCRIPTION OF INSIDE FRONT COVER: MAP OF UNITED STATES SHOWING LOCATIONS OF
CHARTER CABLE SYSTEMS]
[DESCRIPTION OF GATEFOLD: PICTORIAL REPRESENTATION OF PRODUCTS AND SERVICES
OFFERED BY CHARTER -- ENTERTAINMENT, BROADBAND, INTERNET TV, INTERACTIVE TV]
<PAGE> 4
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary does not contain all of the information that you should consider
before investing in the Class A common stock. For the definition of technical
terms used in this prospectus, please refer to the glossary at the end of this
prospectus. Unless otherwise stated, the information in this prospectus assumes
that the underwriters do not exercise their option to purchase additional shares
in the offering.
Charter Communications, Inc. is a holding company whose sole asset after
completion of the offering will be an approximate % equity interest and a more
than 50% voting interest in Charter Communications Holding Company, LLC. The
only business of Charter Communications, Inc. will be to act as the sole manager
of Charter Communications Holding Company, LLC. References to "our", "us" and
"we" include Charter Communications, Inc., Charter Communications Holding
Company, LLC and the direct and indirect subsidiaries of Charter Communications
Holding Company, LLC, unless we indicate otherwise or the context otherwise
requires.
OUR BUSINESS
We are the 4th largest operator of cable television systems in the United
States, serving approximately 6.2 million customers, after giving effect to our
pending acquisitions. We currently serve approximately 2.7 million customers. We
offer a full range of traditional cable television services and have begun to
offer digital cable television services to customers in some of our systems. We
have also started to introduce a number of other new services, including
interactive video programming and high-speed Internet access, and are exploring
opportunities in telephony.
The introduction of these new services represents an important step toward
the realization of our "wired world" vision. Paul G. Allen, our principal owner
and one of the computer industry's visionaries, has long believed in a "wired
world" in which cable's broadband capabilities will facilitate the convergence
of television, computers, the Internet and telecommunications. We believe
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.
We have grown rapidly over the past five years. During this period, our
management team has successfully completed 23 acquisitions, including three
acquisitions closed in 1999. In addition, we have entered into nine agreements
to acquire additional cable systems with approximately 3.5 million customers. We
have also expanded our customer base through significant internal growth. 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%. In 1997, our internal customer growth, on the same basis, was
3.5%, significantly higher than the national industry average of 2.0%.
Pro forma for our completed and pending acquisitions, our 1998 revenues
were $2.7 billion, our earnings before interest, taxes, depreciation and
amortization (EBITDA) were $1.2 billion and our cash flows from operating
activities were $351 million. On the same pro forma basis, for the three months
ended March 31, 1999, our revenues were $711 million, our EBITDA was $318
million and our cash flows from operating activities were $133 million. Without
giving effect to the cable systems we acquired in 1998, we increased revenues,
as compared to 1997, by 9.5% and EBITDA by 11%.
Our principal executive offices are located at 12444 Powerscourt Drive, St.
Louis, Missouri 63131. Our telephone number is (314) 965-0555 and our Internet
web site is located at www.chartercom.com. The information on our web site is
not part of this prospectus.
1
<PAGE> 5
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 will use the following strategies:
- rapidly integrate acquired cable systems and apply our core operating
strategies to raise the financial and operating performance of these
acquired systems;
- expand the array of services we offer to our customers through the
implementation of our "wired world" vision;
- upgrade the bandwidth of our systems to 550 megahertz or greater to
enable greater channel capacity, and add two-way capability to facilitate
interactive communications;
- maximize customer satisfaction by providing reliable, high-quality
service offerings, superior customer service and attractive programming
choices at reasonable rates;
- employ innovative marketing programs tailored to local customer
preferences to generate additional sales;
- emphasize local management autonomy to better serve our customers, while
providing support from regional and corporate offices and maintaining
centralized financial controls; and
- improve the geographic clustering of our cable systems by selectively
trading or acquiring systems to increase operating efficiencies and
improve operating margins.
ORGANIZATION
The chart on the following page sets forth our corporate structure as of
the date of the completion of the offering and assumes that:
- before September 1, 1999, Mr. Allen, through Vulcan Cable III Inc., has
made a $1.325 billion equity contribution to Charter Communications
Holding Company, LLC for membership units;
- Mr. Allen, through Vulcan Cable III Inc., has purchased a total of
membership units from Charter Communications Holding Company,
LLC for $750 million at a price per membership unit equal to the net
initial public offering price per share;
- we have raised an additional $1.1 billion in equity to fund a portion of
the purchase price in the Bresnan acquisition;
- all of our pending acquisitions have been completed;
- specified sellers in our pending acquisitions, who hold rights to receive
a portion of their purchase price in Charter Communications Holding
Company, LLC membership units, have exercised these rights in full and
exchanged these membership units for shares of Class A common stock;
- the underwriters have not exercised their over-allotment option; and
- none of the options to purchase a total of membership units
granted under the Charter Communications Holding Company, LLC option plan
or to our chief executive officer has been exercised.
2
<PAGE> 6
[STRUCTURAL CONSIDERATIONS FLOW CHART]
CHARTER COMMUNICATIONS, INC. Charter Communications, Inc., which we refer
to as CCI, will be the issuer of the Class A common stock offered in this
prospectus and of the high vote Class B common stock. CCI will be a holding
company whose sole asset will be an approximate % equity interest and a more
than 50% voting interest in Charter Holdco. CCI's only business will be acting
as the sole manager of Charter Holdco. As sole manager of Charter Holdco, CCI
will control the affairs of Charter Holdco. Immediately following the offering,
holders of the Class A common stock will own more than % of CCI's
outstanding capital stock. However, Mr. Allen, through his ownership of CCI's
high vote Class B common stock and his indirect ownership of Charter Holdco
membership units, will control % of the voting power of all of CCI's
capital stock immediately following the offering. Accordingly, Mr. Allen will be
able to elect all of CCI's directors.
3
<PAGE> 7
VULCAN CABLE III INC. We refer to this company as Vulcan III. Mr. Allen,
through Vulcan III, has agreed to make an equity contribution of $1.325 billion
to Charter Holdco before September 1, 1999 for $ per membership unit.
In addition, Mr. Allen, through Vulcan III, has agreed to make a $750 million
contribution to Charter Holdco at the closing of the offering. He will pay a
purchase price per membership unit equal to the net initial public offering
price per share. Mr. Allen owns 100% of the equity of Vulcan III.
CHARTER INVESTMENT, INC. We refer to this company as Charter Investment.
Mr. Allen owns approximately 97% of the outstanding stock of Charter Investment.
The remaining equity is owned by our founders, Jerald L. Kent, Barry L. Babcock
and Howard L. Wood.
ACQUISITION-RELATED EQUITY HOLDERS. Under the terms of the pending Rifkin,
Falcon and Bresnan acquisitions, some of the sellers will receive or have the
right to receive a portion of their purchase price in Charter Holdco membership
units rather than in cash. If they receive membership units, they will be able
to exchange these membership units for shares of Class A common stock. Assuming
that:
(1) the initial public offering price per share of Class A common stock is
$ , which is the mid-point of the price range set forth on the cover page
of this prospectus,
(2) all these sellers receive concurrently with the closing of the offering
the maximum number of Charter Holdco membership units they are entitled to
receive, and
(3) all membership units are exchanged for Class A common stock,
these sellers will own % of CCI's outstanding Class A common stock. We
refer to the issuances of Charter Holdco membership units in these acquisitions
and the exchange of these units for Class A common stock as equity rollovers.
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC. We refer to this company as
Charter Holdco. Charter Holdco is the direct or indirect owner of all of our
cable systems. It is the direct parent of Charter Communications Holdings, LLC
and will be the owner of the cable systems to be acquired through four pending
acquisitions: Avalon, Fanch, Falcon and Bresnan. Charter Holdco has an option
plan permitting the issuance to employees and consultants of Charter Holdco and
its affiliates of options exercisable for membership units equal in value to up
to % of Charter Holdco's equity value, such percentage based on the same
assumptions described on page 2 with respect to our organizational chart.
Membership units received upon exercise of these options will be automatically
exchanged for Class A common stock. None of these options will vest prior to
April 2000. In addition to options available for grant to our employees under
our option plan, our chief executive officer has options to purchase
approximately % of Charter Holdco's equity value, such percentage based on the
same assumptions that were made with respect to the option plan, at $ per
membership unit. Of the options granted to our chief executive officer, 25% are
immediately exercisable and the remaining 75% will vest in 36 equal monthly
installments commencing on January 1, 2000.
CHARTER HOLDCO'S PENDING ACQUISITIONS. Charter Holdco is a party to
agreements to acquire cable systems or the companies owning cable systems from
the owners of Avalon, Fanch, Falcon and Bresnan. The purchases are described in
"Business -- Acquisitions". As of March 31, 1999, these companies had a total of
$3.0 billion of debt outstanding.
CHARTER COMMUNICATIONS HOLDINGS, LLC. We refer to this company as CC
Holdings. CC Holdings is a co-issuer with one of its subsidiaries of $3.6
billion in principal amount of notes sold in March 1999.
CHARTER COMMUNICATIONS OPERATING, LLC. We refer to this company as Charter
Operating. Charter Operating is a holding company for all of the cable systems
currently owned by Charter Holdco. As of March 31, 1999, this company was the
borrower under credit facilities with total availability of $4.1 billion and had
total outstanding borrowings of $1.75 billion.
4
<PAGE> 8
CHARTER OPERATING COMPANIES. These companies consist of the companies that
operate all of the cable systems currently owned by Charter Holdco. These
companies own the cable systems originally managed by Charter Investment, namely
CCP Holdings (which is now Charter Holdco), CCA Group, and CharterComm Holdings.
Our historical financial information is presented separately for each of these
companies.
CHARTER OPERATING'S PENDING ACQUISITIONS. Charter Operating or one or more
of its subsidiaries has entered into agreements to acquire cable systems or the
companies owning cable systems from the owners of Helicon, InterMedia, Rifkin,
Vista and Cable Satellite. These purchases are described in
"Business -- Acquisitions". As of March 31, 1999, these companies had $875.8
million of total debt outstanding.
5
<PAGE> 9
THE OFFERING
<TABLE>
<S> <C>
Total Class A common stock offered:
U.S. offering.............................................
International offering....................................
------
Total..................................................
======
Shares of common stock to be outstanding after the offering:
Class A common stock......................................
Class B common stock......................................
Charter Holdco membership units to be owned by CCI after the
offering..................................................
Charter Holdco membership units to be owned by persons or
entities other than CCI after the offering................
</TABLE>
In calculating the number of shares of each class of our common stock and
the membership units in Charter Holdco that will be outstanding after the
offering, we have made the same assumptions described on page 2 with respect to
our organizational chart.
Shares of Class B common stock are convertible into, and membership units
of Charter Holdco not owned by CCI, Vulcan III or Charter Investment are
exchangeable for, shares of Class A common stock at any time on a one-for-one
basis. Shares of Class B common stock held by Vulcan III and Charter Investment
are convertible into shares of Class A common stock at any time on a one-for-one
basis. If, immediately following the offering, Mr. Allen converted his Class B
common stock into Class A common stock, and Charter Investment and Vulcan III
exchanged their common membership units for Class B common stock and converted
the shares of Class B common stock so received into Class A common stock, they
together would own approximately % of our Class A common stock. See
"Description of Capital Stock and Membership Units".
----------------------
Allen Investments............. Mr. Allen, through Vulcan III, has agreed to
make an equity contribution of $1.325 billion
to Charter Holdco before September 1, 1999 for
$ per membership unit. In addition,
Mr. Allen, through Vulcan III, has agreed to
make a $750 million equity contribution to
Charter Holdco at the closing of the offering.
He will pay a purchase price per membership
unit equal to the net initial public offering
price per share. The funding of these
investments is a condition to the closing of
the offering.
Use of Proceeds............... By CCI: To acquire membership units
in Charter Holdco at a price per membership
unit equal to the net price per share of the
Class A common stock in this offering.
By Charter Holdco: To partially fund, together
with the proceeds from the $750 million equity
contribution from Vulcan III, a number of our
pending acquisitions. See "Use of Proceeds".
Voting Rights................. Each holder of Class A common stock is entitled
to one vote per share. Each holder of Class B
common stock is entitled to the number of votes
per share equal to:
- ten multiplied by the sum of (a) the total
number of shares of Class B common stock held
by the holder and (b) the number of shares of
Class B common stock into
6
<PAGE> 10
which the Charter Holdco membership units
held, directly or indirectly, by the holder
are exchangeable; divided by
- the number of shares of Class B common stock
held by the holder.
See "Description of Capital Stock and
Membership Units".
Proposed Nasdaq National
Market Symbol................. " ".
RISK FACTORS
You should carefully consider all of the information in this prospectus. In
particular, you should evaluate the specific risk factors under "Risk Factors"
for a discussion of risks associated with purchasing the Class A common stock
offered in this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus 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. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this prospectus are
set forth under the caption "Risk Factors" and elsewhere in this prospectus and
include, but are not limited to:
- our plans to achieve growth by offering new services and through
acquisitions;
- our anticipated capital expenditures for our planned upgrades, and the
ability to fund such upgrades;
- our beliefs regarding the effects of governmental regulation on our
business;
- our ability to effectively compete in a highly competitive environment;
and
- our expectations to be ready for any year 2000 problem.
All forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by those cautionary statements.
7
<PAGE> 11
UNAUDITED SUMMARY PRO FORMA FINANCIAL DATA
You should read the following unaudited summary pro forma financial data of
CCI in conjunction with the historical financial statements and other financial
information appearing elsewhere in this prospectus, including "Capitalization",
"Unaudited Pro Forma Financial Statements" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
<TABLE>
<CAPTION>
UNAUDITED SUMMARY PRO FORMA STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999
-----------------------------------------------------------------------------------------------
CHARTER RECENT PENDING REFINANCING OFFERING
HOLDCO ACQUISITIONS SUBTOTAL ACQUISITIONS ADJUSTMENTS ADJUSTMENTS TOTAL
---------- ------------ ---------- ------------ ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND CUSTOMER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues........................ $ 286,135 $ 44,877 $ 331,012 $ 380,178 $ -- $ -- $ 711,190
---------- -------- ---------- ----------- -------- ---------- -----------
Operating expenses:
Operating, general and
administrative............... 152,075 22,605 174,680 204,069 -- -- 378,749
Depreciation and
amortization................. 153,747 22,691 176,438 247,548 -- -- 423,986
Corporate expense charges(a)... 5,323 1,757 7,080 3,038 -- -- 10,118
Management fees................ -- 275 275 4,218 -- -- 4,493
---------- -------- ---------- ----------- -------- ---------- -----------
Total operating expenses..... 311,145 47,328 358,473 458,873 -- -- 817,346
---------- -------- ---------- ----------- -------- ---------- -----------
Loss from operations............ (25,010) (2,451) (27,461) (78,695) -- -- (106,156)
Interest expense................ (71,591) (15,122) (86,713) (113,728) (18,000) -- (218,441)
Interest income................. 1,733 108 1,841 550 -- -- 2,391
Other income (expense).......... 15 (16) (1) (121) -- -- (122)
---------- -------- ---------- ----------- -------- ---------- -----------
Loss before minority interest... (94,853) (17,481) (112,334) (191,994) (18,000) -- (322,328)
Minority interest............... -- -- -- -- -- 241,746 241,746
---------- -------- ---------- ----------- -------- ---------- -----------
Net loss........................ $ (94,853) $(17,481) $ (112,334) $ (191,994) $(18,000) $ 241,746 $ (80,582)
========== ======== ========== =========== ======== ========== ===========
Basic loss per share............ $
===========
Diluted loss per share.......... $
===========
Weighted average shares
outstanding:...................
Basic..........................
Diluted........................
OTHER FINANCIAL DATA:
EBITDA(b)....................... $ 128,752 $ 20,224 $ 148,976 $ 168,732 $ 317,708
EBITDA margin(c)................ 45.0% 45.1% 45.0% 44.4% 44.7%
Adjusted EBITDA(d).............. 134,060 22,272 156,332 176,109 332,441
Cash flows from operating
activities..................... 45,824 13,862 59,686 73,796 133,482
Cash interest expense........... 175,800
Capital expenditures............ 109,629 7,201 116,830 138,950 255,780
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets.................... $8,357,282 $187,147 $8,544,429 $13,010,614 $ -- $ -- $21,555,043
Total debt...................... 4,754,018 165,480 4,919,498 5,449,086 -- -- 10,368,584
Minority interest............... -- -- -- -- -- 7,813,771 7,813,771
Members' equity................. 3,326,142 -- 3,326,142 4,487,629 -- (7,813,771) --
Stockholders' equity............ -- -- -- -- -- 2,840,000 2,840,000
OPERATING DATA (AT END OF
PERIOD, EXCEPT FOR AVERAGES):
Homes passed.................... 3,977,000 512,000 4,489,000 4,847,000 9,336,000
Basic customers................. 2,344,000 374,000 2,718,000 3,363,000 6,081,000
Basic penetration(e)............ 58.9% 73.0% 60.5% 69.4% 65.1%
Premium units................... 1,322,000 230,000 1,552,000 1,334,000 2,886,000
Premium penetration(f).......... 56.4% 61.5% 57.1% 39.7% 47.5%
Average monthly revenue per
basic customer(g).............. $ 40.69 $ 40.00 $ 40.60 $ 37.68 $ 38.98
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
UNAUDITED SUMMARY PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------------------
CHARTER RECENT PENDING
HOLDCO MARCUS ACQUISITIONS SUBTOTAL ACQUISITIONS
---------- ----------- ------------ ---------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND CUSTOMER DATA)
<S> <C> <C> <C> <C> <C>
Revenues................................ $ 611,690 $ 448,192 $ 171,951 $1,231,833 $ 1,445,014
---------- ----------- ---------- ---------- -----------
Operating expenses:
Operating, general and
administrative...................... 310,100 231,050 88,235 629,385 741,500
Depreciation and amortization......... 375,899 252,855 90,871 719,625 977,622
Corporate expense charges(a).......... 16,493 17,042 6,759 40,294 21,322
Management fees....................... -- -- 1,077 1,077 19,608
---------- ----------- ---------- ---------- -----------
Total operating expenses............ 702,492 500,947 186,942 1,390,381 1,760,052
---------- ----------- ---------- ---------- -----------
Loss from operations.................... (90,802) (52,755) (14,991) (158,548) (315,038)
Interest expense........................ (207,468) (137,953) (60,375) (405,796) (464,425)
Other income (expense).................. 518 -- (40) 478 (11,472)
---------- ----------- ---------- ---------- -----------
Loss before minority interest........... (297,752) (190,708) (75,406) (563,866) (790,935)
Minority interest....................... -- -- -- -- --
---------- ----------- ---------- ---------- -----------
Net loss................................ $ (297,752) $ (190,708) $ (75,406) $ (563,866) $ (790,935)
========== =========== ========== ========== ===========
Basic loss per share....................
Diluted loss per share..................
Weighted average shares outstanding:
Basic.................................
Diluted...............................
OTHER FINANCIAL DATA:
EBITDA(b)............................... $ 285,615 $ 200,100 $ 75,840 $ 561,555 $ 651,112
EBITDA margin(c)........................ 46.7% 44.6% 44.1% 45.6% 45.1%
Adjusted EBITDA(d)...................... 301,590 217,142 83,716 602,448 703,514
Cash flows from operating activities.... 137,160 139,908 12,399 289,467 61,995
Cash interest expense...................
Capital expenditures.................... 213,353 224,723 7,001 445,077 305,151
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets............................ $7,235,656 $ -- $1,227,726 $8,463,382 $13,074,776
Total debt.............................. 3,523,201 -- 1,203,940 4,727,141 5,450,336
Minority interest....................... -- -- -- -- --
Members' equity......................... 3,429,291 -- -- 3,429,291 4,526,839
Stockholders' equity.................... -- -- -- -- --
OPERATING DATA (AT END OF PERIOD, EXCEPT
FOR AVERAGES):
Homes passed............................ 2,149,000 1,743,000 510,000 4,402,000 4,779,000
Basic customers......................... 1,255,000 1,062,000 365,000 2,682,000 3,232,000
Basic penetration(e).................... 58.4% 60.9% 71.6% 60.9% 67.6%
Premium units........................... 845,000 411,000 227,000 1,483,000 1,195,000
Premium penetration(f).................. 67.3% 38.7% 62.2% 55.3% 37.0%
Average monthly revenue per basic
customer(g)........................... $ 40.62 $ 35.17 $ 39.26 $ 38.27 $ 37.26
<CAPTION>
UNAUDITED SUMMARY PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
---------------------------------------
REFINANCING OFFERING
ADJUSTMENTS ADJUSTMENTS TOTAL
----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND CUSTOMER DATA)
<S> <C> <C> <C>
Revenues................................ $ -- $ -- $ 2,676,847
-------- ----------- -----------
Operating expenses:
Operating, general and
administrative...................... -- -- 1,370,885
Depreciation and amortization......... -- -- 1,697,247
Corporate expense charges(a).......... -- -- 61,616
Management fees....................... -- -- 20,685
-------- ----------- -----------
Total operating expenses............ -- -- 3,150,433
-------- ----------- -----------
Loss from operations.................... -- -- (473,586)
Interest expense........................ (15,400) -- (885,621)
Other income (expense).................. -- (10,994)
-------- ----------- -----------
Loss before minority interest........... (15,400) (1,370,201)
Minority interest....................... 1,027,651 1,027,651
-------- ----------- -----------
Net loss................................ $(15,400) $1,027,651 $ (342,550)
======== =========== ===========
Basic loss per share.................... $
===========
Diluted loss per share.................. $
===========
Weighted average shares outstanding:
Basic.................................
Diluted...............................
OTHER FINANCIAL DATA:
EBITDA(b)............................... $ 1,212,667
EBITDA margin(c)........................ 45.3%
Adjusted EBITDA(d)...................... 1,305,962
Cash flows from operating activities.... 351,462
Cash interest expense................... 715,786
Capital expenditures.................... 750,228
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets............................ $125,000 $ -- $21,663,158
Total debt.............................. 128,604 -- 10,306,081
Minority interest....................... 7,952,526 7,952,526
Members' equity......................... (3,604) (7,952,526) --
Stockholders' equity.................... -- 2,840,000 2,840,000
OPERATING DATA (AT END OF PERIOD, EXCEPT
FOR AVERAGES):
Homes passed............................ 9,181,000
Basic customers......................... 5,914,000
Basic penetration(e).................... 64.4%
Premium units........................... 2,678,000
Premium penetration(f).................. 45.3%
Average monthly revenue per basic
customer(g)........................... $ 37.72
</TABLE>
- -------------------------
(a) Charter Investment provided corporate management and consulting services to
subsidiaries of Charter Operating during 1998 and 1999 and to subsidiaries
of Marcus Holdings beginning in October 1998. See "Certain Relationships and
Related Transactions".
9
<PAGE> 13
(b) EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television 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.
(c) EBITDA margin represents EBITDA as a percentage of revenues.
(d) Adjusted EBITDA means EBITDA before corporate expenses, 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.
(e) Basic penetration represents basic customers as a percentage of homes
passed.
(f) Premium penetration represents premium units as a percentage of basic
customers.
(g) 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.
10
<PAGE> 14
UNAUDITED SUMMARY HISTORICAL COMBINED FINANCIAL AND OPERATING DATA
You should read the following unaudited summary historical combined
financial and operating data in conjunction with "Unaudited Summary Historical
Combined Financial and Operating Data" and the historical financial statements
and other financial information appearing elsewhere in this prospectus.
<TABLE>
<CAPTION>
CHARTER HOLDCO, CCA GROUP CHARTER
AND CHARTERCOMM HOLDINGS HOLDCO
---------------------------------- ----------
YEAR ENDED DECEMBER 31, 1/1/98 12/24/98
----------------------- THROUGH THROUGH
1996 1997 12/23/98 12/31/98
---------- ---------- -------- ----------
(DOLLARS IN THOUSANDS,
EXCEPT CUSTOMER DATA)
<S> <C> <C> <C> <C>
COMBINED STATEMENT OF OPERATIONS:
Revenues....................................... $ 368,553 $ 484,155 $570,964 $ 23,450
---------- ---------- -------- ----------
Operating expenses:
Operating, general and administrative........ 190,084 249,419 288,428 12,679
Depreciation and amortization................ 154,273 198,718 240,294 13,811
Management fees/corporate expense
charges(a)................................ 15,094 20,759 38,348 766
---------- ---------- -------- ----------
Total operating expenses.................. 359,451 468,896 567,070 27,256
---------- ---------- -------- ----------
Income (loss) from operations.................. $ 9,102 $ 15,259 $ 3,894 $ (3,806)
========== ========== ======== ==========
CAPITAL EXPENDITURES........................... $ 110,291 $ 162,607 $195,468 $ 13,672
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets................................... $1,660,242 $2,002,181 $7,235,656
Total debt..................................... 1,195,899 1,846,159 3,523,201
Members' equity................................ 26,099 (80,505) 3,429,291
OPERATING DATA (AT END OF PERIOD, EXCEPT FOR
AVERAGES):
Homes passed................................... 1,546,000 1,915,000 3,892,000
Basic customers................................ 902,000 1,086,000 2,317,000
Basic penetration(b)........................... 58.3% 56.7% 59.5%
Premium units.................................. 517,000 629,000 1,256,000
Premium penetration(c)......................... 57.3% 57.9% 54.2%
</TABLE>
- -------------------------
(a) Charter Investment provided corporate management and consulting services to
Charter Holdco, CCA Group and CharterComm Holdings. CCA Group and
CharterComm Holdings paid fees to Charter Investment as compensation for
these services and recorded these fees as expense. Charter Holdco recorded
charges for actual corporate expenses incurred by Charter Investment on
behalf of Charter Holdco. Management fees and corporate expense charges for
the year ended December 31, 1998 include $14.4 million of change of control
payments under the terms of then-existing equity appreciation rights plans.
These payments were triggered by the acquisition of Charter Holdco by Mr.
Allen. These payments were made by Charter Investment and were not subject
to reimbursement by us but were allocated to us for financial reporting
purposes. The equity appreciation rights plans were terminated in connection
with the acquisition of Charter Holdco by Mr. Allen, and these costs will
not recur. See "Certain Relationships and Related Transactions".
(b) Basic penetration represents basic customers as a percentage of homes
passed.
(c) Premium penetration represents premium units as a percentage of basic
customers.
11
<PAGE> 15
RISK FACTORS
Before you invest in CCI's Class A common stock, you should be aware that
there are various risks, including those described below. You should carefully
consider these risk factors, together with all of the other information included
in this prospectus.
Charter Communications, Inc. is a holding company whose sole asset after
completion of the offering will be an approximate % equity interest and a
more than 50% voting interest in Charter Communications Holding Company, LLC.
The only business of Charter Communications, Inc. will be to act as the sole
manager of Charter Communications Holding Company, LLC. References to "our",
"us" and "we" include Charter Communications, Inc., Charter Communications
Holding Company, LLC and the direct and indirect subsidiaries of Charter
Communications Holding Company, LLC, unless we indicate otherwise or the context
otherwise requires.
RISKS RELATING TO OUR BUSINESS
WE HAVE A SIGNIFICANT AMOUNT OF DEBT. THIS MAY ADVERSELY AFFECT OUR ABILITY TO
OBTAIN FINANCING IN THE FUTURE AND REACT TO CHANGES IN OUR BUSINESS.
As of March 31, 1999, pro forma for our pending acquisitions and
acquisitions completed since that date, our total debt was approximately $10.4
billion. Our significant amount of debt could have important consequences to
you. For example, it could:
- make it more difficult for us to satisfy our obligations under our credit
facilities and to our noteholders;
- increase our vulnerability to general adverse economic and cable industry
conditions, including interest rate fluctuations, because a portion of
our borrowings are and will continue to be at variable rates of interest;
- require us to dedicate a significant portion of our cash flow from
operations to payments on our debt, which will reduce our funds available
for working capital, capital expenditures, acquisitions of additional
systems and other general corporate expenses;
- limit our flexibility in planning for, or reacting to, changes in our
business and the cable industry generally;
- place us at a disadvantage compared to our competitors that have
proportionately less debt; and
- limit our ability to borrow additional funds in the future for working
capital, capital expenditures and acquisitions.
We anticipate incurring additional debt in the future to fund the
expansion, maintenance and upgrade of our systems. We may also incur debt to
finance pending or additional acquisitions. If new debt is added to our current
debt levels, the related risks that we and you now face could intensify.
OUR DEBT REQUIRES US TO COMPLY WITH VARIOUS FINANCIAL AND OPERATING RESTRICTIONS
WHICH COULD ADVERSELY AFFECT OUR ABILITY TO OPERATE OUR BUSINESS.
Our credit facilities and the indentures governing our notes contain a
number of significant restrictive covenants that could adversely impact our
ability to operate our business. In addition, each of our credit facilities
requires the particular borrower 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 result in
acceleration of the debt. Any default under our credit facilities or our
indentures may adversely affect our growth, our financial condition and our
results of operations.
12
<PAGE> 16
WE MAY NOT BE ABLE TO OBTAIN CAPITAL SUFFICIENT TO FUND OUR PLANNED UPGRADES AND
TO KEEP PACE WITH TECHNOLOGICAL DEVELOPMENTS. THIS 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.
We intend to upgrade a significant portion of our cable systems over the
coming years and make other capital investments. For the period from January 1,
2000 to December 31, 2002, we plan to spend approximately $2.9 billion to
upgrade the systems we own and the systems we have agreed to acquire in our
pending acquisitions. We also plan to spend an additional $2.6 billion in the
same period to maintain and expand the systems we own and the systems we have
agreed to acquire. We cannot assure you that these amounts will be sufficient to
accomplish our planned system upgrades, maintenance and expansion. If we cannot
obtain the necessary funds from increases in our operating cash flow, additional
borrowings or other sources, we may not be able to fund our planned upgrades and
expansion and offer new products and services on a timely basis.
The cable business is characterized by rapid technological change and the
introduction of new products and services. We cannot assure you that we will be
able to fund the capital expenditures necessary to keep pace with technological
developments or that this type of rapid technological change will not adversely
affect our plans to upgrade or expand our systems and respond to competitive
pressures. We cannot assure you that we will be able to upgrade, maintain and
expand our systems on a timely basis or at all. Consequently, our growth,
financial condition and results of operations could suffer materially.
WE HAVE A LIMITED HISTORY OF OPERATING OUR CURRENT SYSTEMS. THIS MAKES IT
DIFFICULT FOR YOU TO COMPLETELY EVALUATE OUR PERFORMANCE.
We commenced active operations in 1994 and have grown rapidly since then
through acquisitions of cable systems. Giving effect to the acquisitions we
completed in 1999 and our pending acquisitions, at June 30, 1999 our systems
served approximately 165% more customers than we served as of December 31, 1998.
As a result, historical financial information about us may not be indicative of
the future or of results that we can achieve with the cable systems which will
be under our control. Our recent growth in revenue and EBITDA over our short
operating history is not necessarily indicative of future performance.
WE HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO EXPERIENCE NET LOSSES.
CONSEQUENTLY, WE MAY NOT HAVE THE ABILITY TO FINANCE FUTURE OPERATIONS.
We have had a history of net losses and expect to continue to report net
losses for the foreseeable future. We reported net losses before extraordinary
items of $157 million for 1997, $200 million for 1998 and $94.9 million for the
three months ended March 31, 1999. On a pro forma basis, giving effect to our
recent and pending acquisitions, we had net losses before minority interest of
$1.4 billion for 1998. For the three months ended March 31, 1999, on the same
pro forma basis, we had net losses of $322 million. We expect our net losses to
increase as a result of our recent and pending acquisitions. We cannot predict
what impact, if any, continued losses will have on our ability to finance our
operations in the future.
IF WE ARE UNSUCCESSFUL IN IMPLEMENTING OUR GROWTH STRATEGY, OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED.
We expect that a substantial portion of our future growth will be achieved
through revenues from new products and services and the acquisition of
additional cable systems. We may not be able to offer these new products and
services successfully to our customers and these new products and services may
not generate adequate revenues. In addition, we cannot predict the success of
our acquisition strategy. In the past year, the cable television industry has
undergone
13
<PAGE> 17
dramatic consolidation which has reduced the number of future acquisition
prospects. This consolidation may increase the purchase price of future
acquisitions, and we may not be successful in identifying attractive acquisition
targets in the future.
OUR PROGRAMMING COSTS ARE INCREASING. WE MAY NOT HAVE THE ABILITY TO PASS THESE
INCREASES ON TO OUR CUSTOMERS, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOW AND
OPERATING MARGINS.
Programming has been, and is expected to continue to be, our largest single
expense item. In recent years, the cable industry has experienced a rapid
escalation in the cost of programming, particularly sports programming. This
escalation may continue. In addition, as we upgrade the channel capacity of our
systems, add programming to our basic and expanded basic tiers, and reposition
premium services to the basic tier, we may face additional market constraints on
our ability to pass programming costs on to our customers. The inability to pass
these programming cost increases on to our customers will have an adverse impact
on our cash flow and operating margins.
DATA PROCESSING FAILURES AFTER DECEMBER 31, 1999 COULD SIGNIFICANTLY DISRUPT OUR
OPERATIONS, CAUSING A DECLINE IN CASH FLOW AND REVENUES AND OTHER DIFFICULTIES.
The year 2000 problem affects our owned and licensed computer systems and
equipment used in connection with internal operations. It also affects our
non-information technology systems, including embedded systems in our buildings
and other infrastructure. Additionally, we rely directly and indirectly, in the
regular course of business, on the proper operation and compatibility of
third-party systems. The year 2000 problem could cause these systems to fail or
become incompatible with our systems.
We are addressing the year 2000 problem with respect to our internal
operations. Much of our assessment efforts have involved, and depend on,
inquiries to third party service providers. Some of these third parties that
have certified the readiness of their products will not certify that such
products have operating compatibility with our systems. If we, or a significant
third party with whom we communicate and do business through computers, fails to
become year 2000 ready, or if the year 2000 problem causes our systems to become
internally incompatible or incompatible with key third party systems, our
business could suffer material disruptions, including inability to process
transactions, send invoices, accept customer orders or provide customers with
products and services. We could also face disruptions if the year 2000 problem
causes general widespread problems or an economic crisis. We cannot now estimate
the extent of these potential disruptions. We cannot assure you that our efforts
to date and our ongoing efforts to prepare for the year 2000 problem will be
sufficient to prevent a material disruption of our operations, particularly with
respect to systems we may acquire prior to December 31, 1999. As a result of any
such disruption, our growth, financial condition and results of operations could
suffer materially.
WE MAY BE UNABLE TO NEGOTIATE CONSTRUCTION CONTRACTS ON FAVORABLE TERMS AND OUR
CONSTRUCTION COSTS MAY INCREASE SIGNIFICANTLY. THIS COULD ADVERSELY AFFECT OUR
GROWTH, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The expansion and upgrade of our existing systems and the systems we have
agreed to acquire in our pending acquisitions will require us to hire
contractors and enter into a number of construction agreements. We may have
difficulty hiring experienced contractors, and the contractors we hire may
encounter cost overruns or delays in construction. Although we have recently
been able to negotiate construction contracts at rates which we believe are
competitive relative to the cable industry as a whole, our construction costs
may increase significantly over the next few years as existing contracts expire
and as demand for cable construction services continues to grow. We cannot
assure you that we will be able to construct new systems or
14
<PAGE> 18
expand or upgrade existing or acquired systems in a timely manner or at a
reasonable cost. This may adversely affect our growth, financial condition and
results of operations.
WE MAY NOT HAVE THE ABILITY TO INTEGRATE THE NEW CABLE SYSTEMS THAT WE ACQUIRE
AND THE CUSTOMERS THEY SERVE WITH OUR EXISTING SYSTEMS. THIS COULD ADVERSELY
AFFECT OUR OPERATING RESULTS AND OUR GROWTH STRATEGY.
Upon the completion of our pending acquisitions, we will own and operate
cable systems serving approximately 6.2 million customers, as compared to the
cable systems we currently own which serve approximately 2.7 million customers.
In addition, we may acquire more cable systems in the future, through system
swaps or otherwise. The integration of our new cable systems poses a number of
significant risks, including:
- our acquisitions may not have a positive impact on our cash flows from
operations;
- the integration of these new systems and customers will place significant
demands on our management and our operations, information systems, and
financial, legal and marketing resources. Our current operating and
financial systems and controls and information systems may not be
adequate, and any steps taken to improve these systems and controls may
not be sufficient;
- our current information systems may be incompatible with the information
systems we have acquired or plan to acquire. We may be unable to
integrate these information systems at a reasonable cost or in a timely
manner;
- acquired businesses sometimes result in unexpected liabilities and
contingencies which could be significant; and
- our continued growth will also increase our need for qualified personnel.
We may not be able to hire additional qualified personnel.
We cannot assure you that we will successfully integrate any acquired
systems into our operations.
WE MAY BE UNABLE TO OBTAIN CAPITAL SUFFICIENT TO CONSUMMATE OUR PENDING
ACQUISITIONS.
Our subsidiaries have entered into nine agreements to acquire the equity
and/or assets of other cable operators for a total purchase price of
approximately $13.0 billion, including $3.3 billion of assumed debt. The
proceeds from the offering, Mr. Allen's equity contributions through Vulcan III
to Charter Holdco, borrowings under our credit facility and existing cash will
not be sufficient to consummate the acquisitions, and we may require additional
capital in connection with the acquisitions for any or all of the following
reasons:
- Specified sellers in the Rifkin acquisition may elect to receive part of
their purchase price in membership units in Charter Holdco and specified
sellers in the Falcon acquisition may elect to receive more of the
purchase price in membership units than the minimum number of membership
units they are required to receive under the acquisition agreement. If
these sellers do not make these elections, the amount of cash we will
need to consummate these acquisitions will increase.
- Following consummation of the Helicon, Rifkin, Avalon, Falcon and Bresnan
acquisitions, we will be required to make an offer to repurchase the
notes issued by Helicon, Rifkin, Avalon, Falcon and Bresnan under the
indentures governing these notes. The terms of the Charter Operating
credit facilities also require us to repurchase the total amount of
principal and interest outstanding under the Rifkin and Helicon notes
which is in excess of $250 million. We may also be required to repay debt
under the Avalon and Bresnan credit facilities. We will need capital
sufficient to consummate these repurchases and repayments.
- We may complete additional acquisitions.
15
<PAGE> 19
THE FAILURE TO OBTAIN NECESSARY REGULATORY APPROVALS, OR TO SATISFY OTHER
CLOSING CONDITIONS, COULD IMPEDE THE CONSUMMATION OF A PENDING ACQUISITION. THIS
WOULD PREVENT OR DELAY OUR STRATEGY TO EXPAND OUR BUSINESS AND INCREASE
REVENUES.
Our pending acquisitions are subject to regulatory approvals, including the
approval of state and local franchising authorities and the Federal Trade
Commission under the Hart-Scott-Rodino Act. We cannot assure you that we will be
able to obtain the necessary approvals and as to when, or if, each such
acquisition will be consummated. Any delay, prohibition or modification could
adversely affect the terms of a pending acquisition or could require us to
abandon an otherwise attractive opportunity and forfeit purchase deposit
amounts.
OUR PENDING ACQUISITIONS MAY NOT BE CONSUMMATED AND IF NOT CONSUMMATED, OUR
MANAGEMENT WILL HAVE BROAD DISCRETION WITH RESPECT TO THE USE OF THE PROCEEDS
ALLOCATED TO SUCH ACQUISITIONS.
The consummation of each of our pending acquisitions is subject to a number
of conditions. If these conditions are not materially met, the relevant
acquisition may not be consummated. We cannot assure you that any or all of
these acquisitions will be consummated on the terms described in this
prospectus, or at all. This offering is not contingent or in any way dependent
on the consummation of any or all of these acquisitions. If any of these
acquisitions is not consummated, a significant portion of the net proceeds from
the offering will not be designated for a specific use. In these circumstances,
our management will have broad discretion with respect to the use of the
proceeds of the offering and you will not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately.
MR. ALLEN HAS THE ABILITY TO CONTROL MATTERS ON WHICH CCI'S STOCKHOLDERS MAY
VOTE.
Following the offering, Mr. Allen will own high vote Class B common stock
representing % of the voting power of CCI's capital stock. CCI, as the sole
manager and owner of more than 50% of the voting power of Charter Holdco, will
control Charter Holdco. Accordingly, Mr. Allen will have the ability to control
fundamental corporate transactions requiring equity holder approval, including,
without limitation, the election of all of our directors and approval of merger
transactions involving us and sales of all or substantially all of our assets.
Control by Mr. Allen may have the effect of preventing or discouraging
transactions involving an actual or potential change of control. This may
include a transaction in which holders of Class A common stock might otherwise
receive a premium for their shares over the then-current market price.
MR. ALLEN MAY HAVE INTERESTS THAT CONFLICT WITH YOUR INTERESTS.
Mr. Allen's direct ownership of shares of CCI's high vote Class B common
stock and indirect ownership of membership units in Charter Holdco and his
service as Chairman of our board of directors could create conflicts of interest
if he is faced with decisions that could have implications both for him
personally or other entities in which he has an interest and for us and the
holders of Class A common stock. These include decisions regarding potential
acquisitions of businesses, competitive positioning in markets, the issuance or
disposition of securities, the election of new or additional directors, the
payment of dividends and other matters. Further, through his effective control
of our management and affairs, Mr. Allen could cause us to enter into contracts
with another corporation in which he owns an interest or cause us to decline a
transaction entered into by him or an entity in which he owns an interest.
Mr. Allen and his affiliates may engage in other businesses involving the
operation of cable television systems, video programming, high-speed Internet
access or electronic commerce or other businesses that compete or may in the
future compete with us, subject to the provisions of CCI's certificate of
incorporation and Charter Holdco's operating agreement summarized in "Certain
Relationships and Related Transactions -- Allocation of Business Opportunities
with Mr. Allen". In addition, Mr. Allen and his affiliates currently engage and
may engage in the future in businesses that are complementary to our cable
television business. Accordingly, conflicts
16
<PAGE> 20
could arise with respect to the allocation of certain corporate opportunities
between us and Mr. Allen and his affiliates. Current or future agreements
between us and Mr. Allen may not be the result of arm's-length negotiations and
such agreements therefore may be less favorable to us than agreements that we
could otherwise have entered into with unaffiliated third parties. Further, many
past and future transactions with Mr. Allen or his affiliates are informal in
nature and, therefore, costs and benefits are not formally allocated among the
parties to the transactions. As a result, there inevitably will be some
discretion left to the parties, who are subject to the potentially conflicting
interests described above.
WE CANNOT ENGAGE IN ANY BUSINESS ACTIVITY OTHER THAN THE CABLE TRANSMISSION OF
VIDEO, AUDIO (INCLUDING TELEPHONY) AND DATA UNLESS MR. ALLEN FIRST DETERMINES
NOT TO PURSUE THE PARTICULAR BUSINESS ACTIVITY. THIS COULD ADVERSELY AFFECT OUR
ABILITY TO OFFER NEW PRODUCTS AND SERVICES OUTSIDE OF THE CABLE TRANSMISSION
BUSINESS AND ENTER INTO NEW BUSINESSES, WHICH COULD ADVERSELY AFFECT OUR GROWTH,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CCI's certificate of incorporation and Charter Holdco's operating agreement
will provide that, until all of the shares of Class B common stock held by Mr.
Allen have automatically converted into shares of Class A common stock in
accordance with CCI's certificate of incorporation, CCI and Charter Holdco
cannot engage in any business transaction outside the cable transmission
business and immaterial other businesses engaged in by Charter Holdco currently
or upon completion of our pending acquisitions, unless we first offer Mr. Allen
the opportunity to pursue the particular business transaction and he decides not
to do so and consents to our engaging in the business transaction. The cable
transmission business means the business of transmitting video, audio (including
telephony) and data on cable television systems owned or managed by us from time
to time. These provisions may limit our ability to take advantage of attractive
business opportunities. Consequently, our ability to offer new products and
services outside of the cable transmission business and enter into new
businesses could be adversely affected, resulting in an adverse effect on our
growth, financial condition and results of operations. See "Certain
Relationships and Related Transactions -- Allocation of Business Opportunities
with Mr. Allen".
MR. ALLEN'S CONTROL AND CCI'S ORGANIZATIONAL DOCUMENTS MAY INHIBIT OR PREVENT A
TAKEOVER THAT STOCKHOLDERS MAY CONSIDER FAVORABLE.
Mr. Allen will have the ability to delay or prevent a change of control or
changes in our management that stockholders consider favorable or beneficial.
Provisions in our organizational documents may also have the effect of delaying
or preventing these changes, including provisions authorizing issuance of "blank
check" preferred stock, restricting the calling of special meetings of
stockholders and requiring advanced notice for proposals for stockholder
meetings. If a change of control or change in management is delayed or
prevented, the market price of our Class A common stock could suffer or holders
may not receive a premium over the then-current market price of the Class A
common stock.
THE LOSS OF KEY EXECUTIVES COULD ADVERSELY AFFECT OUR ABILITY TO MANAGE OUR
BUSINESS.
Our success is substantially dependent upon the retention, and the
continued performance of the Chairman of our board of directors, Mr. Allen, and
our Chief Executive Officer, Jerald L. Kent. The loss of the services of Mr.
Allen or Mr. Kent could adversely affect our ability to manage our business and,
in turn, our growth, financial condition and results of operations.
17
<PAGE> 21
WE OPERATE IN A VERY COMPETITIVE BUSINESS ENVIRONMENT WHICH COULD ADVERSELY
AFFECT OUR BUSINESS AND OPERATIONS.
The industry in which we operate is highly competitive. In some instances,
we compete against companies with easier access to financing, greater personnel
resources, greater brand name recognition and long-standing relationships with
regulatory authorities, and in some cases fewer regulatory burdens. Mergers,
joint ventures and alliances among cable television operators, regional
telephone companies, long distance telephone service providers, competitive
local exchange carriers, providers of cellular and other wireless communications
services, Internet service providers and others may result in providers capable
of offering cable television and other telecommunications services in direct
competition with us. As we expand and introduce new and enhanced products and
services, including Internet and additional telecommunications services, we will
be subject to competition from other telecommunications providers and Internet
service providers. Our current and potential competitors include:
- broadcast television providers, transmitting to "off-air" antennas;
- direct broadcast satellite providers, which transmit programming signals
via satellite;
- telephone companies providing video, Internet and other
telecommunications services;
- operators of satellite master antenna television systems, a distribution
system that feeds satellite signals to multiple dwelling units such as
hotels and apartments;
- utilities which possess fiber optic transmission lines capable of
transmitting signals with minimum signal loss or distortion; and
- multichannel multipoint distribution systems, or wireless cable, which
distribute cable television signals through microwave technology.
Direct broadcast satellite, known as DBS, has emerged as significant
competition to cable operators. DBS has grown rapidly over the last several
years, far exceeding the growth rate of the cable television industry. The U.S.
Congress is considering proposals to remove existing copyright rules and permit
DBS providers to transmit local broadcast signals to local markets on a broader
basis than permitted under current law. If DBS operators gain permission and are
able to deliver local or regional broadcast signals more broadly, cable system
operators will lose a significant competitive advantage over direct broadcast
satellite providers. The continued growth of DBS providers and other competitors
may adversely affect our growth, financial condition and results of operations.
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 has initiated an administrative proceeding to consider its authority
and the possibility of rules to facilitate the deployment of advanced
communications services, including high speed broadband services and interactive
online Internet services. We are unable to predict the ultimate outcome of any
Federal Communications Commission proceeding, the likelihood of success of the
Internet access offered by our competitors or the impact on our business and
operations of these competitive ventures.
Advances in communications technology and changes in the marketplace and
the regulatory and legislative environment are constantly occurring. We cannot
predict the specific effect ongoing or future developments might have on us or
the general effect these developments might have on the cable television
industry. We also cannot predict the extent to which this competition may affect
our growth, financial condition or results of operations in the future.
18
<PAGE> 22
OUR SUCCESS DEPENDS IN LARGE PART ON OUR ABILITY TO SUCCESSFULLY OFFER NEW
PRODUCTS AND SERVICES AND TO KEEP PACE WITH ADVANCES IN TECHNOLOGY. IF WE ARE
UNABLE TO DO THIS, CONSUMERS MAY STOP USING OUR SERVICES AND OUR REVENUES WOULD
CONSEQUENTLY DECLINE.
We are in the early stages of introducing new products and services such as
digital television, interactive video programming and high-speed Internet
access, and we are exploring opportunities in Internet protocol telephony. Our
inability to introduce in a timely manner, effectively market and sell these new
products and services, could have a material adverse effect on our ability to
compete, and consequently have a material adverse effect on our business,
financial condition and results of operations. We cannot assure you that we will
have sufficient funds to offer the new products and services necessary to
compete effectively, that these new products and services will be technically
feasible or, that once we accomplish our system upgrades or commence new product
and service offerings, there will be adequate demand for new products and
services. Technology in the cable television and telecommunications industry is
changing very rapidly and we cannot assure you that the technology we use or
will use in offering our products and services will not be rendered obsolete by
new and superior technology. In addition, many of the new products and services
that we intend to offer may also be offered by well established competitors that
have substantially greater financial resources and market presence than us.
RISKS RELATED TO REGULATORY AND LEGISLATIVE MATTERS
OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENTAL LEGISLATION AND REGULATION.
THE APPLICABLE LEGISLATION AND REGULATIONS, AND CHANGES TO THEM, COULD ADVERSELY
AFFECT OUR BUSINESS.
Regulation of the cable industry has increased the administrative and
operational expenses and limited the revenues of cable systems. Cable operators
are subject to, among other things:
- limited rate regulation;
- requirements that, under specified circumstances, a cable system carry a
local broadcast station or obtain consent to carry a local or distant
broadcast station;
- rules for franchise renewals and transfers; and
- other requirements covering a variety of operational areas such as equal
employment opportunity, technical standards and customer service
requirements.
Additionally, many aspects of these regulations are currently the subject
of judicial proceedings and administrative or legislative proposals. There are
also ongoing efforts to amend or expand the state and local regulation of some
of our cable systems, which may compound the regulatory risks we already face.
We expect further efforts of this type, but cannot predict whether any of the
states or localities in which we now operate will expand regulation of our cable
systems in the future or how they will do so.
WE MAY BE REQUIRED TO PROVIDE ACCESS TO OUR NETWORKS TO OTHER INTERNET SERVICE
PROVIDERS. THIS COULD SIGNIFICANTLY INCREASE OUR COMPETITION AND ADVERSELY
AFFECT THE UPGRADE OF OUR SYSTEMS OR OUR ABILITY TO PROVIDE NEW PRODUCTS AND
SERVICES.
There are proposals before the U.S. Congress and the Federal Communications
Commission to require all cable operators, including us, to make a portion of
their cable systems' bandwidth available to other Internet service providers,
such as telephone companies. Certain local franchising authorities are
considering or have already approved such "open access" requirements. A federal
district court in Portland, Oregon, recently upheld the legality of an open
access requirement. This decision is currently under appeal. Recently, a number
of companies, including telephone companies and Internet service providers, have
requested local authorities and the Federal Communications Commission to require
cable operators to provide access to cable's broadband infrastructure so that
these companies may deliver Internet services directly to
19
<PAGE> 23
customers over cable facilities. Allocating a portion of our bandwidth capacity
to other Internet service providers would impair our ability to use our
bandwidth in ways that would generate maximum revenues. In addition, our
Internet service provider competitors would be strengthened. We may also decide
not to upgrade our systems which would prevent us from introducing our planned
new products and services. In addition, we cannot assure you that if we were
required to provide access in this manner, it would not adversely impact our
profitability in many ways, including any or all of the following:
- significantly increasing competition;
- increasing the expenses we incur to maintain our systems; and
- increasing the expense of upgrading and/or expanding our systems.
OUR CABLE SYSTEMS ARE OPERATED UNDER FRANCHISES WHICH SUBJECT US TO REGULATION
BY LOCAL FRANCHISE AUTHORITIES AND INCREASE OUR EXPENSES.
Our cable systems generally operate pursuant to non-exclusive franchises,
permits or licenses typically granted by a municipality or other state or local
government controlling the public rights-of-way. Franchises are generally
granted for fixed terms and must be periodically renewed. Local franchising
authorities may resist granting a renewal if either past performance or the
prospective operating proposal is considered inadequate. In many cases,
franchises are terminable if the franchisee fails to comply with material
provisions set forth in the franchise agreement governing system operations.
Many franchises establish specific customer service standards and establish
monetary penalties for non-compliance. In addition to the franchise document,
cable authorities have also adopted in some jurisdictions regulatory ordinances
that further regulate the operation of cable systems. This additional regulation
increases our expenses in operating our business. We cannot assure you that the
local franchising authorities will not impose new and more restrictive
requirements. A sustained failure to renew material franchises could adversely
affect our business in the affected metropolitan area. Local franchising
authorities may also grant additional franchises to competitors in the same
geographic area. As a result, competing operators may build systems in areas in
which we hold franchises. In some cases municipal utilities may legally compete
with us without obtaining a franchise from the local franchising authority. The
existence of more than one cable system operating in the same territory is
referred to as an overbuild. These overbuilds could adversely affect our growth,
financial condition and results of operations.
DESPITE RECENT DEREGULATION OF EXPANDED BASIC CABLE PROGRAMMING PACKAGES, WE ARE
CONCERNED THAT CABLE RATE INCREASES COULD GIVE RISE TO FURTHER REGULATION. THIS
COULD IMPAIR OUR ABILITY TO RAISE RATES TO COVER OUR INCREASING COSTS OR CAUSE
US TO DELAY OR CANCEL SERVICE OR PROGRAMMING ENHANCEMENTS.
On March 31, 1999, the pricing guidelines of expanded basic cable
programming packages were deregulated, permitting cable operators to set their
own rates. This deregulation was not applicable to basic services. However, the
Federal Communications Commission and the U.S. Congress continue to be concerned
that cable rate increases are exceeding inflation. It is possible that either
the Federal Communications Commission or U.S. Congress will again restrict the
ability of cable television operators to implement rate increases. Should this
occur, it would impede our ability to raise our rates. If we are unable to raise
our rates in response to increasing costs, our financial condition and results
of operations could be materially adversely affected.
IF WE OFFER TELECOMMUNICATIONS SERVICES, WE MAY BE SUBJECT TO ADDITIONAL
REGULATORY BURDENS CAUSING US TO INCUR ADDITIONAL COSTS.
If we enter the business of offering telephone or other telecommunications
services, we may be required to obtain federal, state and local licenses or
other authorizations to offer these
20
<PAGE> 24
services. We may not be able to obtain such authorizations in a timely manner,
if at all, and conditions could be imposed upon such licenses or authorizations
that may not be favorable to us. Furthermore, telecommunications companies,
including Internet protocol telephony companies, generally are subject to
significant regulation as well as higher fees for pole attachments. In
particular, cable operators who provide telecommunications services and cannot
reach agreement with local utilities over pole attachment rates in states that
do not regulate pole attachment rates will be subject to a methodology
prescribed by the Federal Communications Commission for determining the rates.
These rates may be higher than those paid by cable operators who do not provide
telecommunications services. The rate increases are to be phased in over a
five-year period beginning on February 8, 2001. If we become subject to
telecommunications regulation or higher pole attachment rates, we may incur
additional costs which may be material to our business.
RISKS RELATED TO THE OFFERING
RISKS OF EXTREME VOLATILITY OF MARKET PRICE OF CLASS A COMMON STOCK.
The initial public offering price that we determine, with the assistance of
the underwriters, may have no relation to the price at which the Class A common
stock trades after completion of the offering. Among the factors considered in
determining the initial public offering price will be our prospects and those of
the cable industry in general, as well as the revenues, earnings and other
financial and operating information and the market prices of securities of
companies engaged in activities similar to ours. The market price of the Class A
common stock may be extremely volatile for many reasons, including:
- actual or anticipated variations in our revenues and operating results;
- a public market for the Class A common stock may not develop;
- announcements of the development of improved or competitive technologies;
- the use of new products or promotions by us or our competitors;
- the offer and sale by us in the future of additional shares of Class A
common stock or other securities;
- changes in financial forecasts by securities analysts;
- new conditions or trends in the cable industry; and
- market conditions.
THE MARKET PRICE FOR OUR CLASS A COMMON STOCK COULD BE ADVERSELY AFFECTED BY THE
LARGE NUMBER OF ADDITIONAL SHARES ELIGIBLE FOR ISSUANCE IN THE FUTURE.
Immediately following the offering, shares of Class A common stock
will be issued and outstanding. An additional shares of Class A common
stock will be issuable upon the exchange of membership units in Charter Holdco
not owned by us and the conversion of shares of outstanding Class B common stock
and Class B common stock issuable in exchange for Charter Holdco membership
units. Some of these exchangeable membership units will be issued in connection
with the Rifkin, Falcon and Bresnan acquisitions. For the purposes of
calculating the number of shares eligible for sale in the future, we have
assumed that, in each instance, the relevant sellers will elect to receive the
maximum number of exchangeable membership units that they are entitled to
receive. Substantially all of the shares of Class A common stock issuable upon
exchange of Charter Holdco membership units and all shares of Class A common
stock issuable upon conversion of shares of our Class B common stock will have
"demand" and "piggyback" registration rights attached to them, including those
issuable to Mr. Allen through
21
<PAGE> 25
Charter Investment and Vulcan III. "Demand" rights enable the holders to demand
that their shares be registered and may require us to file a registration
statement under the Securities Act of 1933 at our expense. "Piggyback" rights
provide for notice to the relevant holders if we propose to register any of our
securities under the Securities Act, and such holders may include their shares
in the registration statement. Shares of Class A common stock not held by our
affiliates will be freely saleable at the end of the relevant restricted period
pursuant to Rule 144. The sale of a substantial number of shares of Class A
common stock, or the perception that such sales could occur, could adversely
affect prevailing market prices for the Class A common stock. In addition, any
such sale or perception that such sale could occur could make it more difficult
for us to sell equity securities or equity-related securities in the future at a
time and price that we deem appropriate. CCI, all of its directors and executive
officers, Charter Investment and Vulcan III have agreed not to dispose of or
hedge any of their Class A common stock or any of their Charter Holdco
membership units or securities convertible into or exchangeable for Class A
common stock or membership units during the period from the date of this
prospectus continuing through the date 180 days after the date of this
prospectus, except with the prior written consent of Goldman, Sachs & Co. See
"Shares Eligible For Future Sale" and "Underwriting".
YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION RESULTING IN YOUR STOCK
BEING WORTH LESS ON A NET TANGIBLE BOOK VALUE BASIS THAN THE AMOUNT YOU
INVESTED.
Purchasers of the Class A common stock offered hereby will experience an
immediate dilution in net tangible book value of $ per share of Class A
common stock purchased. To the extent outstanding options to purchase
exchangeable membership interests in Charter Holdco are exercised and the
membership units issued upon this exercise are exchanged for shares of Class A
common stock, there may be further dilution. Accordingly, in the event we are
liquidated, investors may not receive the full amount of their investment. See
"Dilution".
22
<PAGE> 26
USE OF PROCEEDS
We estimate that the net proceeds from our sale of shares of
Class A common stock will be $ , after deducting underwriting discounts
and estimated offering expenses. This assumes an initial public offering price
of $ per share, which is the mid-point of the range appearing on the cover
page of this prospectus. In addition, concurrently with the closing of the
offering, Charter Holdco will receive proceeds of $750 million from an equity
contribution by Mr. Allen, through Vulcan III, for membership units at a
purchase price per membership unit equal to the net initial public offering
price per share.
CCI intends to use the net proceeds from the offering to acquire
membership units, representing an approximate % equity
interest in Charter Holdco, making all of the assumptions described on page 2
with respect to our organizational chart. The price per membership unit to be
acquired by CCI will be equal to the net price per share of the Class A common
stock sold in the offering.
Charter Holdco will use its proceeds from the sale of the membership units
to CCI, together with the proceeds from the $750 million equity contribution
described above, to finance a portion of the purchase prices in the Fanch,
Falcon and Avalon acquisitions. The amounts of proceeds that will be used to pay
these portions of the purchase price will be $ , $ and $ ,
respectively. These amounts include related transaction fees and expenses and
the Falcon amount assumes that the sellers in this transaction exercise in full
their rights to acquire Charter Holdco membership units. We expect, but cannot
guarantee, that these acquisitions will be consummated in the fourth quarter of
1999. See "Business -- Acquisitions" for further information on these
acquisitions.
Pending Charter Holdco's use of the net proceeds of this offering as
described above, we may use the net proceeds to repay outstanding debt or we may
invest the funds in appropriate investments as determined by us.
We intend to raise additional equity to finance the Bresnan acquisition
which we estimate will require a cash payment of $1.1 billion, including related
fees and expenses. See "Risk Factors -- We may not be able to obtain capital
sufficient to consummate our pending acquisitions".
23
<PAGE> 27
DIVIDEND POLICY
We do not expect to pay any cash dividends on our Class A common stock in
the foreseeable future. Charter Holdco is required under certain circumstances
to pay distributions pro rata to all its common members to the extent necessary
for any common member to pay taxes incurred with respect to its taxable income.
Covenants in the indentures and credit agreements governing the indebtedness of
Charter Holdco's subsidiaries restrict their ability to make distributions to us
and, accordingly, limit our ability to declare or pay cash dividends. We intend
to cause Charter Holdco and its subsidiaries to retain future earnings, if any,
to finance the expansion of the business of Charter Holdco and its subsidiaries.
24
<PAGE> 28
CAPITALIZATION
The following table sets forth as of March 31, 1999 on a consolidated
basis:
- the actual capitalization of Charter Holdco;
- the pro forma capitalization of CCI to reflect:
(1) the issuance and sale by us of the shares of our Class A common
stock offered in this prospectus for total net proceeds of $2.84
billion, after deducting underwriting discounts and estimated
offering expenses totaling $160 million; and
(2) the purchase by us of membership units in Charter Holdco
resulting in the consolidation of Charter Holdco by CCI; and
- the pro forma as adjusted capitalization of CCI assuming that as of March
31, 1999:
(1) all acquisitions closed since March 31, 1999 had been completed;
(2) all of our pending acquisitions had been completed;
(3) Mr. Allen, through Vulcan III, had made a $1.325 billion equity
contribution to Charter Holdco;
(4) Mr. Allen, through Vulcan III, had purchased membership units from
Charter Holdco for $750 million at a price per membership unit equal
to the net initial public offering price per share; and
(5) an additional $1.1 billion equity contribution had been made to
Charter Holdco for membership units to fund a portion of the
purchase price in the Bresnan acquisition.
This table should be read in conjunction with the "Unaudited Pro Forma
Financial Statements" and the accompanying notes included elsewhere in this
prospectus. See also "Use of Proceeds".
25
<PAGE> 29
<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
----------------------------------------
CCI
CHARTER --------------------------
HOLDCO PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
---------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Long-term debt:
Credit facilities.............................. $1,750,000 $ 1,750,000 $ 5,921,071
8.250% senior notes -- CC Holdings............. 598,398 598,398 598,398
8.625% senior notes -- CC Holdings............. 1,495,480 1,495,480 1,495,480
9.920% senior discount notes -- CC Holdings.... 909,055 909,055 909,055
10% senior discount notes -- Renaissance....... -- -- 82,616
Notes and debentures -- Falcon(a).............. -- -- 698,124
Notes -- Avalon(b)............................. -- -- 278,730
Notes -- Bresnan(c)............................ -- -- 359,025
Other(d)....................................... 1,085 1,085 26,085
---------- ----------- -----------
Total long-term debt........................... 4,754,018 4,754,018 10,368,584
---------- ----------- -----------
Members' equity(e)............................... 3,326,142 -- --
---------- ----------- -----------
Minority interest(e)(f).......................... -- 3,326,142 7,813,771
---------- ----------- -----------
Stockholders' equity:
Class A common stock; $.001 par value;
shares authorized; shares issued and
outstanding on a pro forma basis............ -- 3,000 3,000
Class B common stock; $ par value;
shares authorized; shares issued and
outstanding on a pro forma basis............ -- -- --
Preferred stock; $.001 par value;
shares authorized; no shares issued and
outstanding................................. -- -- --
Additional paid-in capital..................... 2,837,000 2,837,000
---------- ----------- -----------
Total stockholders' equity(f)(g)............ -- 2,840,000 2,840,000
---------- ----------- -----------
Total capitalization................... $8,080,160 $10,920,160 $21,022,355
========== =========== ===========
</TABLE>
- ---------------
(a) Consists of 8.375% senior debentures of $380,625, 9.285% senior discount
debentures of $302,499, and 11.56% subordinated notes of $15,000.
(b) Consists of 9.375% senior subordinated notes of $155,250 and 11.25% senior
discount notes of $123,480.
(c) Consists of 8.0% senior notes of $173,400 and 9.25% senior discount notes
of $185,625.
(d) Represents preferred limited liability company interests in one of Charter
Operating's subsidiaries issued to one of the Helicon sellers and notes of
certain subsidiaries not tendered.
(e) Actual members' equity of Charter Holdco becomes pro forma minority
interest in the consolidated balance sheet of CCI upon the consolidation of
Charter Holdco into CCI. Pro forma as adjusted minority interest includes
additional equity contributions into Charter Holdco by Mr. Allen, through
Vulcan III, of $2.075 billion, and additional equity interests in Charter
Holdco membership units issued to sellers of Falcon and Bresnan recorded at
$1.3 billion. We expect an additional $1.1 billion equity contribution to
Charter Holdco to fund the Bresnan acquisition. If we funded this part of
the Bresnan purchase price with debt, total long-term debt would increase
to $11.5 billion and minority interest would decrease to $6.7 billion.
26
<PAGE> 30
(f) Approximately % of the equity interests of Charter Holdco are
exchangeable for Class A common stock of CCI at the option of the equity
holder. If all equity holders in Charter Holdco except Mr. Allen's
affiliates exchanged their units for Class A common stock, total
stockholders' equity would increase by $1.3 billion and minority interest
would decrease by $1.3 billion.
(g) Assuming the underwriters' option to purchase additional shares of Class A
common stock is exercised, total stockholders' equity would increase by
$ .
27
<PAGE> 31
DILUTION
The following table illustrates the dilution in pro forma net tangible book
value (total assets less total liabilities) on a per share basis. In calculating
the dilution, we have made the same assumptions described on page 2 above with
respect to our organizational chart. We have also assumed the issuance of
shares of Class A common stock offered in this prospectus.
<TABLE>
<S> <C>
Initial public offering price per share..................... $
Pro forma net tangible book value per share at March 31,
1999................................................... $
Increase in pro forma net tangible book value per share
attributable to new investors purchasing shares in the
offering...............................................
------
Pro forma net tangible book value per share after the
offering..................................................
------
Pro forma dilution per share to new investors assuming the
exchange of all membership units of Charter Holdco for
shares of our Class A common stock........................ $
======
</TABLE>
The following table summarizes the relative investment in Charter Holdings
of the existing holders of Charter Holdco membership units and us, giving pro
forma effect to the sale of Charter Holdco membership units to us.
<TABLE>
<CAPTION>
SHARES PURCHASED CONSIDERATION AVERAGE
-------------------- --------------------- PRICE PER
NUMBER PERCENT PAID PERCENT SHARE
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing holders of membership
units............................... % $ % $
Charter Communications, Inc...........
---------- ----- ----------- -----
Total....................... % $ %
========== ===== =========== =====
</TABLE>
The table above and related discussion assumes no exercise of any stock
options outstanding. At June 30, 1999, there were options outstanding to
purchase membership units at a weighted-average exercise price of
$ per unit. Membership units received upon exercise of these options will
be automatically exchanged for shares of Class A common stock on a one-for-one
basis. To the extent that any of these options are exercised, there will be
further dilution to the new investors.
28
<PAGE> 32
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following Unaudited Pro Forma Financial Statements of CCI are based on
the pro forma financial statements of Charter Holdco. Prior to the issuance and
sale by CCI of Class A common stock in the offering, CCI is a holding company
with no material assets or operations. The net proceeds from the initial public
offering will be used to purchase membership units in Charter Holdco, including
a controlling voting interest. As a result, CCI will consolidate the financial
statements of Charter Holdco. Charter Holdco has recently closed several
acquisitions and has numerous pending acquisitions. Charter Holdco's financial
statements are adjusted on a pro forma basis to illustrate the estimated effects
of its recently completed and pending acquisitions as if such transactions had
occurred on March 31, 1999 for the Unaudited Pro Forma Balance Sheet and to
illustrate the estimated effects of the following transactions as if they had
occurred on January 1, 1998 for the Unaudited Pro Forma Statements of
Operations:
(1) the acquisition of Charter Holdco on December 23, 1998 by Mr. Allen;
(2) the acquisition of Sonic Communications Inc. on May 20, 1998 by Charter
Holdco;
(3) the acquisition of Marcus Holdings on April 23, 1998 by an affiliate of
Mr. Allen;
(4) the acquisitions and dispositions during 1998 by Marcus Holdings;
(5) Charter Holdco's merger with Marcus Holdings;
(6) Charter Holdco's recently completed and pending acquisitions; and
(7) the refinancing of all debt of our subsidiaries.
The Unaudited Pro Forma Financial Statements also illustrate the estimated
effects of the issuance and sale by CCI of the shares of Class A common stock,
after deducting underwriting discounts and estimated offering expenses, and the
equity contribution of the net proceeds to Charter Holdco. We have assumed the
net proceeds would purchase a 25% economic interest in Charter Holdco. As such,
the consolidated pro forma financial statements of CCI show a minority interest
equal to the equity of Charter Holdco prior to the investment by CCI and show
75% of the net losses of Charter Holdco being allocated to the minority
interest.
The Unaudited Pro Forma Financial Statements reflect the application of the
principles of purchase accounting to the transactions listed in items (1)
through (4) and (6). The allocation of purchase price 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 the results of
operations or financial position of CCI or Charter Holdco.
The unaudited pro forma adjustments are based upon available information
and certain assumptions that we believe are reasonable. In particular, we assume
that the sellers of Rifkin will elect all cash for payment of the Rifkin
purchase price. The Rifkin sellers may elect to take a portion of the purchase
price in Charter Holdco membership units. In addition, we assume that we will
raise an additional $1.1 billion of equity to fund in part the closing of the
Bresnan transaction. We also assume that specified sellers in the Falcon
acquisition elect to receive the maximum of the $450-$550 million range of the
purchase price payable in Charter Holdco membership units. We may choose to fund
the Bresnan transaction with debt. The estimated impact of such items is
disclosed in the notes.
In addition, Charter Holdco membership units not held by CCI are
exchangeable for common stock of CCI. We assume no such equity interests are
exchanged. The impact of such is disclosed in the notes set out below. The
Unaudited Pro Forma Financial Statements and accompanying notes should be read
in conjunction with the historical financial statements and other financial
information appearing elsewhere in this prospectus, including "Capitalization"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations".
29
<PAGE> 33
The Unaudited Pro Forma Financial Statements of CCI 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>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999
--------------------------------------------------------------------------------------------------
RECENT PENDING REFINANCING OFFERING
CHARTER ACQUISITIONS ACQUISITIONS ADJUSTMENTS ADJUSTMENTS
HOLDCO (NOTE A) SUBTOTAL (NOTE A) (NOTE B) (NOTE C) TOTAL
---------- ------------ ---------- ---------------- ----------- ----------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND CUSTOMER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues..................... $ 286,135 $ 44,877 $ 331,012 $ 380,178 $ -- $ -- $ 711,190
---------- -------- ---------- ---------- -------- -------- ----------
Operating expenses:
Operating, general and
administrative........... 152,075 22,605 174,680 204,069 -- -- 378,749
Depreciation and
amortization............. 153,747 22,691 176,438 247,548 -- -- 423,986
Corporate expense charges
(Note D)................. 5,323 1,757 7,080 3,038 -- -- 10,118
Management fees............ -- 275 275 4,218 -- -- 4,493
---------- -------- ---------- ---------- -------- -------- ----------
Total operating
expenses............... 311,145 47,328 358,473 458,873 -- -- 817,346
---------- -------- ---------- ---------- -------- -------- ----------
Loss from operations......... (25,010) (2,451) (27,461) (78,695) -- -- (106,156)
Interest expense............. (71,591) (15,122) (86,713) (113,728) (18,000) -- (218,441)
Interest income.............. 1,733 108 1,841 550 -- -- 2,391
Other income (expense)....... 15 (16) (1) (121) -- -- (122)
---------- -------- ---------- ---------- -------- -------- ----------
Income (loss) before minority
interest................... (94,853) (17,481) (112,334) (191,994) (18,000) -- (322,328)
Minority interest............ -- -- -- -- -- 241,746 241,746
---------- -------- ---------- ---------- -------- -------- ----------
Net loss..................... $ (94,853) $(17,481) $ (112,334) $ (191,994) $(18,000) $241,746 $ (80,582)
========== ======== ========== ========== ======== ======== ==========
Basic loss per share......... $
==========
Diluted loss per share....... $
==========
Weighted average shares
outstanding:
Basic......................
Diluted....................
OTHER FINANCIAL DATA:
EBITDA (Note E).............. $ 128,752 $ 20,224 $ 148,976 $ 168,732 $ 317,708
EBITDA margin (Note F)....... 45.0% 45.1% 45.0% 44.4% 44.7%
Adjusted EBITDA (Note G)..... 134,060 22,272 156,332 176,109 332,441
Cash flows from operating
activities................. 45,824 13,862 59,686 73,796 133,482
Cash interest expense........ 175,800
Capital expenditures......... 109,629 7,201 116,830 138,950 255,780
OPERATING DATA (AT END OF
PERIOD, EXCEPT FOR
AVERAGES):
Homes passed................. 3,977,000 512,000 4,489,000 4,847,000 9,336,000
Basic customers.............. 2,344,000 374,000 2,718,000 3,363,000 6,081,000
Basic penetration (Note H)... 58.9% 73.0% 60.5% 69.4% 65.1%
Premium units................ 1,322,000 230,000 1,552,000 1,334,000 2,886,000
Premium penetration (Note
I)......................... 56.4% 61.5% 57.1% 39.7% 47.5%
Average monthly revenue per
basic customer (Note J).... $ 40.69 $ 40.00 $ 40.60 $ 37.68 $ 38.98
</TABLE>
30
<PAGE> 34
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
NOTE A: Pro forma operating results for our recent acquisitions and
pending acquisitions consist of the following (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
------------------------------------------
RECENT ACQUISITIONS -- HISTORICAL
------------------------------------------
GREATER
AMERICAN MEDIA TOTAL
RENAISSANCE CABLE SYSTEMS RECENT
----------- -------- ------- -------
<S> <C> <C> <C> <C>
Revenues.................................................... $15,254 $ 9,151 $20,394 $44,799
------- ------- ------- -------
Operating expenses:
Operating, general and administrative..................... 6,889 4,681 12,757 24,327
Depreciation and amortization............................. 6,655 5,536 2,425 14,616
Management fees........................................... -- 275 -- 275
------- ------- ------- -------
Total operating expenses................................ 13,544 10,492 15,182 39,218
------- ------- ------- -------
Interest expense............................................ (4,797) (2,450) (157) (7,404)
Interest income............................................. 90 18 -- 108
Other income (expense)...................................... -- -- (16) (16)
------- ------- ------- -------
Income (loss) before income tax expense..................... (2,997) (3,773) 5,039 (1,731)
Income tax expense.......................................... 58 -- 2,088 2,146
------- ------- ------- -------
Income (loss) before extraordinary item..................... $(3,055) $(3,773) $2,951 $(3,877)
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
PENDING ACQUISITIONS -- HISTORICAL
-----------------------------------------------------------------------------------------------
INTERMEDIA TOTAL
SYSTEMS HELICON RIFKIN(A) AVALON FALCON FANCH BRESNAN OTHER PENDING
---------- ------- --------- -------- -------- ------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........................ $ 48,288 $21,252 $ 50,914 $ 24,577 $105,809 $48,874 $ 67,295 $3,354 $370,363
-------- ------- -------- -------- -------- ------- -------- ------ --------
Operating expenses:
Operating, general and
administrative.............. 26,080 11,277 27,028 13,821 57,810 22,596 41,007 1,594 201,213
Depreciation and
amortization................ 26,100 6,828 26,187 10,839 54,426 15,708 13,669 938 154,695
Management fees............... 781 1,063 841 -- -- 1,078 -- -- 3,763
-------- ------- -------- -------- -------- ------- -------- ------ --------
Total operating expenses.... 52,961 19,168 54,056 24,660 112,236 39,382 54,676 2,532 359,671
-------- ------- -------- -------- -------- ------- -------- ------ --------
Income (loss) from operations... (4,673) 2,084 (3,142) (83) (6,427) 9,492 12,619 822 10,692
Interest expense................ (5,778) (7,821) (11,414) (11,730) (32,445) (261) (14,546) (758) (84,753)
Interest income................. 77 51 -- 299 -- 41 -- 468
Other income (expense).......... -- -- (3,851) -- 10,738 (22) (263) -- 6,602
-------- ------- -------- -------- -------- ------- -------- ------ --------
Income (loss) before income tax
expense (benefit)............. (10,374) (5,686) (18,407) (11,514) (28,134) 9,250 (2,190) 64 (66,991)
Income tax expense (benefit).... (1,396) -- (537) (1,362) (1,134) 61 -- -- (4,368)
-------- ------- -------- -------- -------- ------- -------- ------ --------
Income (loss) before
extraordinary item............ $ (8,978) $(5,686) $(17,870) $(10,152) $(27,000) $ 9,189 $ (2,190) $ 64 $(62,623)
======== ======= ======== ======== ======== ======= ======== ====== ========
</TABLE>
31
<PAGE> 35
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
--------------------------------------------------------------------------------------
RECENT ACQUISITIONS PENDING ACQUISITIONS
------------------------------------------------------ ----------------------------
PRO FORMA PRO FORMA
----------------------------------------- ---------------
HISTORICAL ACQUISITIONS(B) ADJUSTMENTS TOTAL HISTORICAL ACQUISITIONS(B)
---------- --------------- ----------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Revenues............. $44,799 $ 78 $ -- $ 44,877 $370,363 $ 26,334
------- ---- -------- -------- -------- --------
Operating expenses:
Operating, general
and
administrative... 24,327 35 (1,757)(d) 22,605 201,213 14,105
Depreciation and
amortization..... 14,616 34 8,041(e) 22,691 154,695 7,068
Corporate expense
charges.......... -- -- 1,757(d) 1,757 -- --
Management fees.... 275 -- -- 275 3,763 913
------- ---- -------- -------- -------- --------
Total operating
expenses......... 39,218 69 8,041 47,328 359,671 22,086
------- ---- -------- -------- -------- --------
Income (loss) from
operations......... 5,581 9 (8,041) (2,451) 10,692 4,248
Interest expense..... (7,404) (25) (7,693)(f) (15,122) (84,753) (1,601)
Interest income...... 108 -- -- 108 468 82
Other income
(expense).......... (16) -- -- (16) 6,602 49,029
------- ---- -------- -------- -------- --------
Income (loss) before
income tax expense
(benefit).......... (1,731) (16) (15,734) (17,481) (66,991) 51,758
Income tax (benefit)
expense............ 2,146 -- (2,146)(h) -- (4,368) 1,288
------- ---- -------- -------- -------- --------
Income (loss) before
extraordinary
item............... $(3,877) $(16) $(13,588) $(17,481) $(62,623) $ 50,470
======= ==== ======== ======== ======== ========
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
------------------------------------------
PENDING ACQUISITIONS
------------------------------------------
PRO FORMA
------------------------------------------
DISPOSITIONS(C) ADJUSTMENTS TOTAL
--------------- ----------- ---------
<S> <C> <C> <C>
Revenues............. $(16,519) $ -- $ 380,178
-------- --------- ---------
Operating expenses:
Operating, general
and
administrative... (8,211) (3,038)(d) 204,069
Depreciation and
amortization..... (7,101) 92,886(e) 247,548
Corporate expense
charges.......... -- 3,038(d) 3,038
Management fees.... (458) -- 4,218
-------- --------- ---------
Total operating
expenses......... (15,770) 92,886 458,873
-------- --------- ---------
Income (loss) from
operations......... (749) (92,886) (78,695)
Interest expense..... 22 (27,396)(f) (113,728)
Interest income...... -- -- 550
Other income
(expense).......... (2,555) (53,197)(g) (121)
-------- --------- ---------
Income (loss) before
income tax expense
(benefit).......... (3,282) (173,479) (191,994)
Income tax (benefit)
expense............ -- 3,080(h) --
-------- --------- ---------
Income (loss) before
extraordinary
item............... $ (3,282) $(176,559) $(191,994)
======== ========= =========
</TABLE>
- ---------------
(a) Includes the results of operations of Rifkin Acquisition Partners, L.L.L.P.,
Rifkin Cable Income Partners L.P., Indiana Cable Associates, Ltd. and R/N
South Florida Cable Management Limited Partnership, all under common
ownership as follows (dollars in thousands):
<TABLE>
<CAPTION>
RIFKIN RIFKIN INDIANA SOUTH
ACQUISITION CABLE INCOME CABLE FLORIDA OTHER TOTAL
----------- ------------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues........................ $24,017 $1,351 $2,102 $ 6,146 $17,298 $ 50,914
Income (loss) from operations... 467 404 (361) (4,523) 871 (3,142)
Income (loss) before
extraordinary item............ (5,000) 305 (564) (5,131) (7,480) (17,870)
</TABLE>
(b) Represents the historical results of operations for the period from January
1, 1999 through the date of purchase for acquisitions completed by Rifkin,
and for the period from January 1, 1999 through March 31, 1999 for
acquisitions to be completed by Fanch and Bresnan subsequent to March 31,
1999.
32
<PAGE> 36
These acquisitions will be accounted for using the purchase method of
accounting. A definitive written agreement exists for all acquisitions that have
not yet closed. The purchase price in millions and anticipated closing dates for
significant acquisitions are as follows:
<TABLE>
<CAPTION>
RIFKIN FANCH BRESNAN
ACQUISITIONS ACQUISITIONS ACQUISITIONS
--------------------- ------------ ------------
<S> <C> <C> <C>
Purchase price......................... $165.0 $248.0 $40.0
Closing date........................... Feb. 1999 Feb. 1999 Jan. 1999
Purchase price......................... $53.8 $112.0 $27.0
Closing date........................... anticipated July 1999 March 1999 March 1999
Purchase price......................... $50.0
Closing date........................... June 1999
</TABLE>
(c) Represents the elimination of the operating results primarily related to the
cable systems to be transferred to InterMedia. A definitive written
agreement exists for the disposition on these systems. The fair value of our
systems to be transferred is $420 million. No material gain or loss is
anticipated on the disposition as these systems were recently acquired and
recorded at fair value at that time. It is anticipated that this transfer
will close during the third or fourth quarter of 1999.
(d) Reflects a reclassification of expenses representing corporate expenses that
would have occurred at Charter Investment.
(e) Represents additional amortization of franchises as a result of our recent
and pending acquisitions. A large portion of the purchase price was
allocated to franchises ($12.2 billion) that are amortized over 15 years.
Depreciation and amortization expense consists of the following (in
millions):
<TABLE>
<S> <C>
Amortization of franchises.................................. $203.3
Depreciation................................................ 66.9
------
Total depreciation and amortization.................... $270.2
======
</TABLE>
(f) Reflects additional interest expense on borrowings under the credit
facilities which will be used to finance the acquisitions using a composite
current interest rate of 7.3% (See Note B).
(g) Represents the elimination of gain (loss) on sale of assets.
(h) Reflects the elimination of income tax expense (benefit) as a result of
being acquired by a limited liability company.
33
<PAGE> 37
NOTE B: In March 1999, we extinguished substantially all of our long-term
debt, excluding borrowings of our previous credit facilities and refinanced all
previous credit facilities. In addition, we incurred and plan to incur
additional debt in connection with our pending and recently completed
acquisitions. See "Capitalization". The refinancing adjustment to interest
expense consists of the following (dollars in thousands):
<TABLE>
<CAPTION>
INTEREST
DESCRIPTION EXPENSE
----------- --------
<S> <C>
$600 million 8.25% senior notes............................. $ 12,400
$1.5 billion 8.625% senior notes............................ 32,400
$1.475 billion 9.92% senior discount notes.................. 22,450
Credit facilities (at composite current rate of 7.4%)....... 61,750
Amortization of debt issuance costs......................... 3,900
Commitment fee on unused portion of our credit facilities
($267,000 at 0.375%)...................................... 250
10% senior discount notes -- Renaissance.................... 2,000
8.375% senior debentures -- Falcon.......................... 8,100
9.285% senior discount debentures -- Falcon................. 7,000
11.56% subordinated notes -- Falcon......................... 400
9.375% senior subordinated notes -- Avalon.................. 3,600
11.875% senior discount notes -- Avalon..................... 3,700
8.0% senior notes -- Bresnan................................ 3,500
9.25% senior discount notes -- Bresnan...................... 4,300
Credit facilities of acquisitions (at composite current rate
of 7.3%).................................................. 51,900
Other....................................................... 750
--------
Total pro forma interest expense.......................... 218,400
Less -- interest expense (including our recent and pending
acquisitions).......................................... (200,400)
--------
Adjustment............................................. $ 18,000
========
</TABLE>
An increase in the interest rate of 0.125% on the credit facilities would
result in an increase in interest expense of $1.9 million. Additionally, the
Rifkin sellers may take up to $250 million in equity in Charter Holdco instead
of cash. This would reduce interest expense by up to $4.6 million. Finally, if
we elect to fund the $1.1 billion necessary to close the Bresnan transaction
with debt, interest expense would increase $22.0 million, assuming an 8%
interest rate.
NOTE C: Represents the allocation of 75% of the net loss of Charter Holdco
to the minority interest.
NOTE D: Charter Investment has provided corporate management and
consulting services to Charter Holdco. In connection with the offering, the
existing management agreement will be assigned to CCI and CCI will enter into a
new management agreement with Charter Holdco. See "Certain Relationships and
Related Transactions".
NOTE E: EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because 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 EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.
NOTE F: EBITDA margin represents EBITDA as a percentage of revenues.
34
<PAGE> 38
NOTE G: Adjusted EBITDA means EBITDA before corporate expenses, 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
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.
NOTE H: Basic penetration represents basic customers as a percentage of
homes passed.
NOTE I: Premium penetration represents premium units as a percentage of
basic customers.
NOTE J: 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 March 31, 1999.
35
<PAGE> 39
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
----------------------------------------------------------------------------------------------------------
CHARTER RECENT PENDING REFINANCING OFFERING
HOLDCO MARCUS ACQUISITIONS ACQUISITIONS ADJUSTMENTS ADJUSTMENTS
(NOTE A) (NOTE B) (NOTE C) SUBTOTAL (NOTE C) (NOTE D) (NOTE E) TOTAL
--------- --------- ------------ ---------- ------------ ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND CUSTOMER DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............... $ 611,690 $ 448,192 $171,951 $1,231,833 $1,445,014 $ -- $ -- $ 2,676,847
--------- --------- -------- ---------- ---------- -------- ----------- -----------
Operating expenses:
Operating, general and
administrative...... 310,100 231,050 88,235 629,385 741,500 -- -- 1,370,885
Depreciation and
amortization........ 375,899 252,855 90,871 719,625 977,622 -- -- 1,697,247
Corporate expense
charges (Note F).... 16,493 17,042 6,759 40,294 21,322 -- -- 61,616
Management fees....... -- -- 1,077 1,077 19,608 -- -- 20,685
--------- --------- -------- ---------- ---------- -------- ----------- -----------
Total operating
expenses......... 702,492 500,947 186,942 1,390,381 1,760,052 -- -- 3,150,433
--------- --------- -------- ---------- ---------- -------- ----------- -----------
Loss from operations... (90,802) (52,755) (14,991) (158,548) (315,038) -- -- (473,586)
Interest expense....... (207,468) (137,953) (60,375) (405,796) (464,425) (15,400) -- (885,621)
-----------
Other income
(expense)............ 518 -- (40) 478 (11,472) -- -- (10,994)
--------- --------- -------- ---------- ---------- -------- ----------- -----------
Net income (loss)
before minority
interest............. (297,752) (190,708) (75,406) (563,866) (790,935) (15,400) -- (1,370,201)
Minority interest...... -- -- -- -- -- -- 1,027,651 1,027,651
--------- --------- -------- ---------- ---------- -------- ----------- -----------
Net income (loss)...... $(297,752) $(190,708) $(75,406) $ (563,866) $ (790,935) $(15,400) $1,027,651 $ (342,550)
========= ========= ======== ========== ========== ======== =========== ===========
Basic loss per share... $
===========
Diluted loss per
share................ $
===========
Weighted average shares
outstanding:
Basic................
Diluted..............
OTHER FINANCIAL DATA:
EBITDA (Note G)........ $ 285,615 $ 200,100 $ 75,840 $ 561,555 $ 651,112 $ 1,212,667
EBITDA margin (Note
H)................... 46.7% 44.6% 44.1% 45.6% 45.1% 45.3%
Adjusted EBITDA (Note
I)................... 301,590 217,142 83,716 602,448 703,514 1,305,962
Cash flows from
operating
activities........... 137,160 139,908 12,399 289,467 61,995 351,462
Cash interest
expense.............. 715,786
Capital expenditures... 213,353 224,723 7,001 445,077 305,151 750,228
OPERATING DATA (AT END
OF PERIOD, EXCEPT FOR
AVERAGES):
Homes passed........... 2,149,000 1,743,000 510,000 4,402,000 4,779,000 9,181,000
Basic customers........ 1,255,000 1,062,000 365,000 2,682,000 3,232,000 5,914,000
Basic penetration (Note
J)................... 58.4% 60.9% 71.6% 60.9% 67.6% 64.4%
Premium units.......... 845,000 411,000 227,000 1,483,000 1,195,000 2,678,000
Premium penetration
(Note K)............. 67.3% 38.7% 62.2% 55.3% 37.0% 45.3%
Average monthly revenue
per basic customer
(Note L)............. $ 40.62 $ 35.17 $ 39.26 $ 38.27 $ 37.26 $ 37.72
</TABLE>
36
<PAGE> 40
NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
NOTE A: Pro forma operating results for Charter Holdings, including the
acquisition of us on December 23, 1998 by Mr. Allen and the acquisition of
Sonic, consist of the following (dollars in thousands):
<TABLE>
<CAPTION>
12/24/98 1/1/98
THROUGH THROUGH
1/1/98 THROUGH 12/23/98 12/31/98 5/20/98
---------------------------------- -------- -------
CCA CHARTERCOMM
GROUP HOLDINGS CHARTER HOLDCO SONIC ELIMINATIONS SUBTOTAL
--------- ----------- ------------------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $ 324,432 $196,801 $ 49,731 $23,450 $17,276 $ -- $ 611,690
--------- -------- -------- ------- ------- ------- ---------
Operating expenses:
Operating, general and
administrative...... 164,145 98,331 25,952 12,679 8,993 -- 310,100
Depreciation and
amortization........ 136,689 86,741 16,864 13,811 2,279 -- 256,384
Management
fees/corporate
expense charges..... 17,392 14,780 6,176 766 -- -- 39,114
--------- -------- -------- ------- ------- ------- ---------
Total operating
expenses.......... 318,226 199,852 48,992 27,256 11,272 -- 605,598
--------- -------- -------- ------- ------- ------- ---------
Income (loss) from
operations............ 6,206 (3,051) 739 (3,806) 6,004 -- 6,092
Interest expense........ (113,824) (66,121) (17,277) (5,051) (2,624) 1,900(c) (202,997)
Other income
(expense)............. 4,668 (1,684) (684) 133 (15) (1,900)(c) 518
--------- -------- -------- ------- ------- ------- ---------
Income (loss) before
income taxes.......... (102,950) (70,856) (17,222) (8,724) 3,365 -- (196,387)
Provision for income
taxes................. -- -- -- -- 1,346 -- 1,346
--------- -------- -------- ------- ------- ------- ---------
Income (loss) before
extraordinary item.... $(102,950) $(70,856) $(17,222) $(8,724) $ 2,019 $ -- $(197,733)
========= ======== ======== ======= ======= ======= =========
<CAPTION>
PRO FORMA
-------------------------
ADJUSTMENTS TOTAL
----------- ---------
<S> <C> <C>
Revenues................ $ -- $ 611,690
--------- ---------
Operating expenses:
Operating, general and
administrative...... 310,100
Depreciation and
amortization........ 119,515(a) 375,899
Management
fees/corporate
expense charges..... (22,621)(b) 16,493
--------- ---------
Total operating
expenses.......... 96,894 702,492
--------- ---------
Income (loss) from
operations............ (96,894) (90,802)
Interest expense........ (4,471)(d) (207,468)
Other income
(expense)............. -- 518
--------- ---------
Income (loss) before
income taxes.......... (101,365) (297,752)
Provision for income
taxes................. (1,346)(e) --
--------- ---------
Income (loss) before
extraordinary item.... $(100,019) $(297,752)
========= =========
</TABLE>
- -------------------------
(a) Represents additional amortization of franchises as a result of the
acquisition of us by Mr. Allen. A large portion of the purchase price was
allocated to franchises ($3.6 billion) that is amortized over 15 years.
(b) Reflects the reduction in corporate expense charges of approximately $8.2
million to reflect the actual costs incurred. Management fees charged to CCA
Group and CharterComm Holdings, companies not controlled by Charter
Investment at that time, exceeded the allocated costs incurred by Charter
Investment on behalf of those companies by $8.2 million. Also reflects the
elimination of approximately $14.4 million of change of control payments
under the terms of then-existing equity appreciation rights plans. Such
payments were triggered by the acquisition of Charter Holdco by Mr. Allen.
Such payments were made by Charter Investment and were not subject to
reimbursement by us, but were allocated to us for financial reporting
purposes. The equity appreciation rights plans were terminated in connection
with the acquisition of Charter Holdco by Mr. Allen, and these costs will
not recur.
(c) Represents the elimination of intercompany interest on a note payable from
Charter Holdco to CCA Group.
(d) Reflects additional interest expense on borrowings used to finance the
acquisition by us of Sonic, using a 7.4% interest rate.
(e) Reflects the elimination of provision for income taxes, as Charter Holdco
will operate as a limited liability company and all income taxes will flow
through to the members.
37
<PAGE> 41
NOTE B: Pro forma operating results for Marcus Holdings consist of the
following (dollars in thousands):
<TABLE>
<CAPTION>
JANUARY 1,
1998 APRIL 23, 1998
THROUGH THROUGH PRO FORMA
APRIL 22, DECEMBER 23, ------------------------------------------------------------
1998 1998 ACQUISITIONS(A) DISPOSITIONS(B) ADJUSTMENTS TOTAL
---------- -------------- --------------- --------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 157,763 $ 332,320 $2,620 $(44,511) $ -- $ 448,192
--------- --------- ------ -------- --------- ---------
Operating expenses:
Operating, general and
administrative................... 84,746 181,347 1,225 (20,971) (15,297)(c) 231,050
Depreciation and
amortization..................... 64,669 174,968 -- -- 13,218(d) 252,855
Corporate expense charges.......... -- 17,042(c) 17,042
Management fees.................... -- 3,048 -- -- (3,048)(c) --
Transaction and severance costs.... 114,167 16,034 -- -- (130,201)(e) --
--------- --------- ------ -------- --------- ---------
Total operating expenses......... 263,582 375,397 1,225 (20,971) (118,286) 500,947
--------- --------- ------ -------- --------- ---------
Income (loss) from
operations......................... (105,819) (43,077) 1,395 (23,540) 118,286 (52,755)
Interest (expense) benefit........... (49,905) (93,103) -- -- 5,055(d) (137,953)
Other income (expense)............... 43,662 -- -- (43,662) -- --
--------- --------- ------ -------- --------- ---------
Income (loss) before extraordinary
item............................... $(112,062) $(136,180) $1,395 $(67,202) $ 123,341 $(190,708)
========= ========= ====== ======== ========= =========
</TABLE>
- -------------------------
(a) Represents the results of operations of acquired cable systems prior to
their acquisition in 1998 by Marcus Holdings.
(b) Represents the elimination of the operating results and corresponding gain
on sale of cable systems sold by Marcus Holdings during 1998.
(c) Represents a reclassification of expenses totaling $15.3 million from
operating, general and administrative to corporate expenses. Also reflects
the elimination of management fees and the addition of corporate expense
charges of $1.7 million for actual costs incurred by Charter Investment on
behalf of Marcus Holdings. Management fees charged to Marcus Holdings
exceeded the costs incurred by Charter Investment by $1.3 million.
(d) As a result of the acquisition of Marcus Holdings by Mr. Allen and an
affiliate, a large portion of the purchase price ($2.5 billion) was recorded
as franchises that are amortized over 15 years. This resulted in additional
amortization for the period from January 1, 1998 through April 23, 1998.
Additionally, the carrying value of outstanding debt was recorded at
estimated fair value, resulting in a debt premium that is to be amortized as
an offset to interest expense over the term of the debt. This resulted in a
reduction in interest expense for the period from January 1, 1998 through
April 23, 1998.
(e) As a result of the acquisition of Marcus Holdings by Mr. Allen and an
affiliate, Marcus Holdings recorded transaction costs of approximately
$114.2 million. These costs comprised approximately $90.2 million paid to
employees of Marcus Holdings in settlement of specially designated Class B
units and approximately $24.0 million of transaction fees paid to certain
equity partners for investment banking services. In addition, Marcus
Holdings recorded costs related to employee and officer stay-bonus and
severance arrangements of approximately $16.0 million.
38
<PAGE> 42
NOTE C: Pro forma operating results for our recently completed and pending
acquisitions consist of the following (dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
----------------------------------------------
RECENT ACQUISITIONS -- HISTORICAL
----------------------------------------------
GREATER
AMERICAN MEDIA TOTAL
RENAISSANCE CABLE SYSTEMS RECENT
----------- -------- ------- --------
<S> <C> <C> <C> <C>
Revenues.................................................... $ 41,524 $15,685 $78,635 $135,844
-------- ------- ------- --------
Operating expenses:
Operating, general and administrative..................... 21,037 7,441 48,852 77,330
Depreciation and amortization............................. 19,107 6,784 8,612 34,503
Corporate expense charges................................. -- -- -- --
Management fees........................................... -- 471 -- 471
-------- ------- ------- --------
Total operating expenses................................ 40,144 14,696 57,464 112,304
-------- ------- ------- --------
Income from operations...................................... 1,380 989 21,171 23,540
Interest expense............................................ (14,358) (4,501) (535) (19,394)
Interest income............................................. 158 122 -- 280
Other income (expense)...................................... -- -- (493) (493)
-------- ------- ------- --------
Income (loss) before income tax expense (benefit)........... (12,820) (3,390) 20,143 3,933
Income tax (benefit) expense................................ 135 -- 7,956 8,091
-------- ------- ------- --------
Income (loss) before extraordinary item..................... $(12,955) $(3,390) $12,187 $ (4,158)
======== ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
----------------------------------------------------------------------------------------------------
PENDING ACQUISITIONS -- HISTORICAL
----------------------------------------------------------------------------------------------------
INTERMEDIA TOTAL
SYSTEMS HELICON RIFKIN(a) AVALON FALCON FANCH BRESNAN OTHER PENDING
---------- -------- --------- -------- --------- -------- -------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................... $176,062 $ 75,577 $124,382 $ 18,187 $ 307,558 $141,104 $261,964 $9,336 $1,114,170
-------- -------- -------- -------- --------- -------- -------- ------ ----------
Operating expenses:........
Operating, general and
administrative......... 86,753 40,179 63,815 10,067 161,233 62,977 150,750 4,618 580,392
Depreciation and
amortization........... 85,982 24,290 47,657 8,183 152,585 45,886 54,308 2,794 421,685
Corporate expense
charges................ -- -- -- 655 -- 105 -- -- 760
Management fees.......... 3,147 3,496 4,106 -- -- 3,998 -- -- 14,747
-------- -------- -------- -------- --------- -------- -------- ------ ----------
Total operating
expenses......... 175,882 67,965 115,578 18,905 313,818 112,966 205,058 7,412 1,017,584
-------- -------- -------- -------- --------- -------- -------- ------ ----------
Income (loss) from
operations............... 180 7,612 8,804 (718) (6,260) 28,138 56,906 1,924 96,586
Interest expense........... (25,449) (27,634) (30,482) (8,223) (102,591) (1,873) (18,296) (2,375) (216,923)
Interest income............ 341 93 -- 173 -- 17 -- -- 624
Other income (expense)..... 23,030 -- 44,959 (463) (3,093) (6,628) 26,754 3 84,562
-------- -------- -------- -------- --------- -------- -------- ------ ----------
Income (loss) before income
tax expense (benefit).... (1,898) (19,929) 23,281 (9,231) (111,944) 19,654 65,364 (448) (35,151)
Income tax expense
(benefit)................ 1,623 -- (4,178) 186 1,897 286 -- -- (186)
-------- -------- -------- -------- --------- -------- -------- ------ ----------
Income (loss) before
extraordinary item....... $ (3,521) $(19,929) $ 27,459 $ (9,417) $(113,841) $ 19,368 $ 65,364 $ (448) $ (34,965)
======== ======== ======== ======== ========= ======== ======== ====== ==========
</TABLE>
39
<PAGE> 43
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------------------------------------
RECENT ACQUISITIONS PENDING ACQUISITIONS
------------------------------------------------------ ----------------------------
PRO FORMA PRO FORMA
----------------------------------------- ---------------
TOTAL
HISTORICAL ACQUISITIONS(b) ADJUSTMENTS RECENT HISTORICAL ACQUISITIONS(b)
---------- --------------- ----------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Revenues...................... $135,844 $36,107 $ -- $171,951 $1,114,170 $414,286
-------- ------- -------- -------- ---------- --------
Operating expenses:
Operating, general and
administrative............. 77,330 17,664 (6,759)(d) 88,235 580,392 209,800
Depreciation and
amortization............... 34,503 13,988 42,380(e) 90,871 421,685 111,766
Corporate expense charges.... -- -- 6,759(d) 6,759 760 14,962
Management fees.............. 471 606 -- 1,077 14,747 5,835
-------- ------- -------- -------- ---------- --------
Total operating expenses... 112,304 32,258 42,380 186,942 1,017,584 342,363
-------- ------- -------- -------- ---------- --------
Income (loss) from
operations................... 23,540 3,849 (42,380) (14,991) 96,586 71,923
Interest expense.............. (19,394) (5,787) (35,194)(f) (60,375) (216,923) (52,452)
Interest income............... 280 157 -- 437 624 961
Other income (expense)........ (493) 112 (96)(g) (477) 84,562 4,729
-------- ------- -------- -------- ---------- --------
Income (loss) before income
tax expense (benefit)........ 3,933 (1,669) (77,670) (75,406) (35,151) 25,161
Income tax expense (benefit).. 8,091 1,191 (9,282)(h) -- (186) (793)
-------- ------- -------- -------- ---------- --------
Income (loss) before
extraordinary item........... $ (4,158) $(2,860) $(68,388) $(75,406) $ (34,965) $ 25,954
======== ======= ======== ======== ========== ========
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
-------------------------------------------
PENDING ACQUISITIONS
-------------------------------------------
PRO FORMA
-------------------------------------------
TOTAL
DISPOSITIONS(c) ADJUSTMENTS PENDING
--------------- ----------- ----------
<S> <C> <C> <C>
Revenues...................... $(83,442) $ -- $1,445,014
-------- --------- ----------
Operating expenses:
Operating, general and
administrative............. (43,092) (5,600)(d) 741,500
Depreciation and
amortization............... (43,959) 488,130(e) 977,622
Corporate expense charges.... -- 5,600(d) 21,322
Management fees.............. (974) -- 19,608
-------- --------- ----------
Total operating expenses... (88,025) 488,130 1,760,052
-------- --------- ----------
Income (loss) from
operations................... 4,583 (488,130) (315,038)
Interest expense.............. 19,548 (214,598)(f) (464,425)
Interest income............... (9) -- 1,576
Other income (expense)........ (1,459) (100,880)(g) (13,048)
-------- --------- ----------
Income (loss) before income
tax expense (benefit)........ 22,663 (803,608) (790,935)
Income tax expense (benefit).. 310 669(h) --
-------- --------- ----------
Income (loss) before
extraordinary item........... $ 22,353 $(804,277) $ (790,935)
======== ========= ==========
</TABLE>
- -------------------------
(a) Includes the results of operations of Rifkin Acquisition Partners, L.L.L.P.,
as follows (dollars in thousands):
<TABLE>
<CAPTION>
RIFKIN
ACQUISITION OTHER TOTAL
----------- ------- --------
<S> <C> <C> <C>
Revenues........................................... $89,921 $34,461 $124,382
Income from operations............................. 1,040 7,764 8,804
Income before extraordinary item................... 24,419 3,040 27,459
</TABLE>
(b) Represents the historical results of operations for the period from January
1, 1998 through the date of purchase for acquisitions completed by
Renaissance, the InterMedia systems, Helicon, Rifkin, Avalon, Falcon, Fanch
and Bresnan and for the period from January 1, 1998 through December 31,
1998 for acquisitions to be completed in 1999. A definitive written
agreement exists for all acquisitions that have not yet closed.
40
<PAGE> 44
These acquisitions will be accounted for using the purchase method of
accounting. Definitive written agreements exist for all acquisitions that
have not yet closed. Purchase prices and the closing dates or anticipated
closing dates for significant acquisitions are as follows:
<TABLE>
<CAPTION>
RENAISSANCE INTERMEDIA HELICON RIFKIN AVALON FALCON FANCH
ACQUISITION ACQUISITION ACQUISITION ACQUISITIONS ACQUISITIONS ACQUISITIONS ACQUISITIONS
----------- ----------- ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Purchase price........ $309.5 $29.1 $26.1 $165.0 $30.5 $88.2 $248.0
Closing date.......... April 1998 Dec. 1998 Dec. 1998 Feb. 1999 July 1998 July 1998 Feb. 1999
Purchase price........ $53.8 $431.6 $158.6 $112.0
Closing date.......... anticipated Nov. 1998 Sept. 1996 March 1999
July 1999
Purchase price........ $513.5 $50.0
Closing date.......... Sept. 1998 June 1999
Purchase price........
Closing date..........
<CAPTION>
BRESNAN
ACQUISITIONS
------------
<S> <C>
Purchase price........ $17.0
Closing date.......... Feb. 1998
Purchase price........ $11.8
Closing date.......... Oct. 1998
Purchase price........ $40.0
Closing date.......... Jan. 1999
Purchase price........ $27.0
Closing date.......... March 1999
</TABLE>
The InterMedia acquisition was part of a "swap" of cable systems. The net
increase in InterMedia assets as a result of the "swap" was $3.0 million.
(c) Represents the elimination of the operating results primarily related to the
cable systems to be transferred to InterMedia as part of a swap of cable
systems and related to the sale of several smaller cable systems. A
definitive written agreement exists for the disposition on these systems.
The fair value of the systems to be transferred is $420 million. No material
gain or loss is anticipated on the disposition as these systems were
recently acquired and recorded at fair value at that time. It is anticipated
that this transfer will close during the third or fourth quarter of 1999.
(d) Reflects a reclassification of expenses representing corporate expenses that
would have occurred at Charter Investment.
(e) Represents additional amortization of franchises as a result of our recently
completed and pending acquisitions. A large portion of the purchase price
was allocated to franchises ($12.5 billion) that are amortized over 15
years. Depreciation and amortization expense consists of the following (in
millions):
<TABLE>
<S> <C>
Amortization of franchises.................................. $ 813.3
Depreciation................................................ 255.2
--------
Total depreciation and amortization....................... $1,068.5
========
</TABLE>
(f) Reflects additional interest expense on borrowings which will be used to
finance the acquisitions using a composite current interest rate of 7.4%
(see Note D).
(g) Represents the elimination of gain (loss) on the sale of assets.
(h) Reflects the elimination of income tax expense (benefit) as a result of
being acquired by a limited liability company.
41
<PAGE> 45
NOTE D: In March 1999, we extinguished substantially all of our long-term
debt, excluding borrowings of our previous credit facilities and refinanced all
previous credit facilities. In addition, we incurred and plan to incur
additional debt in connection with our pending and recently completed
acquisitions. See "Capitalization". The refinancing adjustment to interest
expense consists of the following (dollars in thousands):
<TABLE>
<CAPTION>
INTEREST
DESCRIPTION EXPENSE
- ----------- ---------
<S> <C>
$600 million 8.25% senior notes............................. $ 49,600
$1.5 billion 8.625% senior notes............................ 129,600
$1.475 billion 9.92% senior discount notes.................. 89,800
Credit facilities (at composite current rate of 7.4%)....... 262,000
Amortization of debt issuance costs......................... 15,600
Commitment fee on unused portion of credit facilities
($267,000 at 0.375%)...................................... 1,000
10% senior discount notes -- Renaissance.................... 8,000
8.375% senior debentures -- Falcon.......................... 31,400
9.285% senior discount debentures -- Falcon................. 27,400
11.56% subordinated notes -- Falcon......................... 11,600
9.375% senior subordinated notes -- Avalon.................. 14,100
11.875% senior discount notes -- Avalon..................... 13,500
8.0% senior notes -- Bresnan................................ 13,600
9.25% senior discount notes -- Bresnan...................... 16,200
Credit facilities of acquisitions (at composite current rate
of 7.4%).................................................. 202,200
---------
Total pro forma interest expense.......................... 885,600
Less -- interest expense (including Marcus Cable and
recent acquisitions and pending acquisitions).......... (870,200)
---------
Adjustment............................................. $ 15,400
=========
</TABLE>
An increase in the interest rate of 0.125% would result in an increase in
interest expense of $4.3 million. Additionally, the Rifkin sellers may take up
to $250 million in equity instead of cash. This would reduce interest expense by
up to $18.5 million. Finally, if we elect to fund the $1.1 billion necessary to
close the Bresnan transaction with debt, interest expense would increase by
$88.0 million, assuming an 8% interest rate.
NOTE E: Represents the allocation of 75% of the net loss of Charter Holdco
to the minority interest.
NOTE F: Charter Investment provided corporate management and consulting
services to Charter Holdco in 1998 and to Marcus Holdings beginning in October
1998. See "Certain Relationships and Related Transactions".
NOTE G: EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable television company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all
42
<PAGE> 46
companies, the presentation here may not be comparable to other similarly titled
measures of other companies. Management's discretionary use of funds depicted by
EBITDA may be limited by working capital, debt service and capital expenditure
requirements and by restrictions related to legal requirements, commitments and
uncertainties.
NOTE H: EBITDA margin represents EBITDA as a percentage of revenues.
NOTE I: Adjusted EBITDA means EBITDA before corporate expenses, 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
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.
NOTE J: Basic penetration represents basic customers as a percentage of
homes passed.
NOTE K: Premium penetration represents premium units as a percentage of
basic customers.
NOTE L: 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 December 31, 1998.
43
<PAGE> 47
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1999
-------------------------------------------------------------------
RECENT PENDING OFFERING
CHARTER ACQUISITIONS ACQUISITIONS ADJUSTMENTS PRO FORMA
HOLDCO (NOTE A) SUBTOTAL (NOTE A) (NOTE B) TOTAL
---------- ------------ ---------- ------------ ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
Cash and cash
equivalents............. $1,038,360 $(1,025,818) $ 12,542 $ 52,467 $ -- $ 65,009
Accounts receivable,
net..................... 30,314 4,480 34,794 70,715 -- 105,509
Prepaid expenses and
other................... 15,882 4,869 20,751 33,121 -- 53,872
---------- ----------- ---------- ----------- ----------- -----------
Total current
assets............. 1,084,556 (1,016,469) 68,087 156,303 -- 224,390
Property, plant and
equipment............... 1,533,197 138,117 1,671,314 1,733,967 -- 3,405,281
Franchises................ 5,607,539 1,065,499 6,673,038 11,112,867 -- 17,785,905
Other assets.............. 131,990 -- 131,990 7,477 -- 139,467
---------- ----------- ---------- ----------- ----------- -----------
Total assets......... $8,357,282 $ 187,147 $8,544,429 $13,010,614 $ -- $21,555,043
========== =========== ========== =========== =========== ===========
Accounts payable and
accrued expenses........ $ 216,397 $ 17,294 $ 233,691 $ 213,672 $ -- $ 447,363
Payables to manager of
cable television
systems................. 12,554 -- 12,554 -- -- 12,554
---------- ----------- ---------- ----------- ----------- -----------
Total current
liabilities........ 228,951 17,294 246,245 213,672 -- 459,917
Pending acquisition
payable................. -- -- -- 2,840,000 (2,840,000) --
Long-term debt............ 4,754,018 165,480 4,919,498 5,449,086 -- 10,368,584
Other long-term
liabilities............. 48,171 4,373 52,544 20,227 -- 72,771
Minority interest......... -- -- -- -- 7,813,771 7,813,771
Members' equity........... 3,326,142 -- 3,326,142 4,487,629 (7,813,771) --
---------- ----------- ---------- ----------- ----------- -----------
Common stock.............. -- -- -- -- 3,000 3,000
Additional paid-in
capital................. -- -- -- -- 2,837,000 2,837,000
---------- ----------- ---------- ----------- ----------- -----------
Total stockholders'
equity............. -- -- -- -- 2,840,000 2,840,000
---------- ----------- ---------- ----------- ----------- -----------
Total liabilities and
stockholders'
equity............. $8,357,282 $ 187,147 $8,544,429 $13,010,614 $ -- $21,555,043
========== =========== ========== =========== =========== ===========
</TABLE>
44
<PAGE> 48
NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET
NOTE A: Pro forma balance sheet for our recently completed acquisitions
and pending acquisitions consists of the following (dollars in thousands):
<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
-------------------------------------------
RECENT ACQUISITIONS -- HISTORICAL
-------------------------------------------
GREATER
AMERICAN MEDIA TOTAL
RENAISSANCE CABLE SYSTEMS RECENT
----------- -------- ------- --------
<S> <C> <C> <C> <C>
Cash and cash equivalents................................... $ 8,901 $ 1,201 $ 2,440 $ 12,542
Accounts receivable, net.................................... 1,283 620 2,577 4,480
Receivable from related party............................... -- -- -- --
Prepaid expenses and other.................................. 381 1,436 3,052 4,869
Deferred income tax asset................................... -- -- -- --
-------- -------- ------- --------
Total current assets...................................... 10,565 3,257 8,069 21,891
Receivable from related party............................... -- -- -- --
Property, plant and equipment............................... 64,594 15,327 58,196 138,117
Franchises.................................................. 222,971 143,546 2,653 369,170
Deferred income tax assets.................................. -- -- -- --
Other assets................................................ 16,129 2,334 80 18,543
-------- -------- ------- --------
Total assets.............................................. $314,259 $164,464 $68,998 $547,721
======== ======== ======= ========
Accounts payable and accrued expenses....................... $ 7,649 $ 3,623 $ 6,022 $ 17,294
Current deferred revenue.................................... -- -- 1,904 1,904
Note payable to related party............................... -- -- -- --
Other current liabilities................................... -- -- -- --
-------- -------- ------- --------
Total current liabilities................................. 7,649 3,623 7,926 19,198
Deferred revenue............................................ 651 -- -- 651
Deferred income taxes....................................... -- -- -- --
Long-term debt.............................................. 212,503 118,000 -- 330,503
Note payable to related party, including accrued interest... 135 -- -- 135
Other long-term liabilities, including redeemable preferred
shares.................................................... 755 -- 3,618 4,373
-------- -------- ------- --------
Total liabilities......................................... 221,693 121,623 11,544 354,860
Members' equity............................................. 92,566 42,841 57,454 192,861
-------- -------- ------- --------
Total liabilities and members' equity..................... $314,259 $164,464 $68,998 $547,721
======== ======== ======= ========
</TABLE>
45
<PAGE> 49
<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
---------------------------------------------------------
PENDING ACQUISITIONS -- HISTORICAL
---------------------------------------------------------
INTERMEDIA
SYSTEMS HELICON RIFKIN AVALON FALCON
---------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents... $ -- $ 11,464 $ 7,580 13,227 31,345
Accounts receivable, net.... 13,949 1,619 12,009 6,210 18,410
Receivable from related
party..................... 5,038 -- -- -- 3,200
Prepaid expenses and other.. 1,053 2,867 2,789 741 22,457
-------- --------- -------- -------- ----------
Total current assets...... 20,040 15,950 22,378 20,178 75,412
Receivable from related
party..................... -- -- -- -- --
Property, plant and
equipment................. 225,682 88,723 283,208 115,200 519,967
Franchises.................. 240,567 12,096 456,523 473,323 387,458
Deferred income tax assets.. 13,994 -- -- -- --
Other assets................ 3,697 83,546 72,148 94 470,851
-------- --------- -------- -------- ----------
Total assets.............. $503,980 $ 200,315 $834,257 $608,795 $1,453,688
======== ========= ======== ======== ==========
Current maturities of long-
term debt................. $ -- $ -- $ -- $ 20 $ --
Accounts payable and accrued
expenses.................. $ 19,030 $ 16,496 $ 34,486 $ 18,197 $ 101,025
Current deferred revenue.... 11,944 -- 2,092 3,363 --
Note payable to related
party..................... 3,057 -- -- 3,388 --
-------- --------- -------- -------- ----------
Total current
liabilities............. 34,031 16,496 36,578 24,968 101,025
Deferred revenue............ 3,900 -- -- -- --
Deferred income taxes....... -- -- 7,405 -- 7,428
Long-term debt.............. -- 295,345 541,575 442,727 1,643,447
Note payable to related
party, including accrued
interest.................. 412,436 5,137 -- -- --
Other long-term liabilities,
including redeemable
preferred shares.......... 14,430 18,708 -- -- --
-------- --------- -------- -------- ----------
Total liabilities......... 464,797 335,686 585,558 467,695 1,751,900
Members' equity............. 39,183 (135,371) 248,699 141,100 (298,212)
-------- --------- -------- -------- ----------
Total liabilities and
members' equity......... $503,980 $ 200,315 $834,257 $608,795 $1,453,688
======== ========= ======== ======== ==========
<CAPTION>
AS OF MARCH 31, 1999
------------------------------------------
PENDING ACQUISITIONS -- HISTORICAL
------------------------------------------
TOTAL
FANCH BRESNAN OTHER PENDING
-------- -------- ------- ----------
<S> <C> <C> <C> <C>
Cash and cash equivalents... 494 2,679 $ 585 $ 67,374
Accounts receivable, net.... 16,327 10,371 1,450 80,345
Receivable from related
party..................... -- -- -- 8,238
Prepaid expenses and other.. 2,537 -- 110 32,554
-------- -------- ------- ----------
Total current assets...... 19,358 13,050 2,145 188,511
Receivable from related
party..................... -- -- -- --
Property, plant and
equipment................. 217,473 325,663 9,934 1,785,850
Franchises.................. -- 327,804 55,452 1,953,223
Deferred income tax assets.. -- -- -- 13,994
Other assets................ 564,322 21,632 205 1,216,495
-------- -------- ------- ----------
Total assets.............. $801,153 $688,149 $67,736 $5,158,073
======== ======== ======= ==========
Current maturities of long-
term debt................. $ 971 $ -- $ -- $ 991
Accounts payable and accrued
expenses.................. $ 4,249 $ 22,340 $ 1,899 $ 217,722
Current deferred revenue.... -- -- 1,207 18,606
Note payable to related
party..................... 2,331 7,583 -- 16,359
-------- -------- ------- ----------
Total current
liabilities............. 7,551 29,923 3,106 253,678
Deferred revenue............ -- -- -- 3,900
Deferred income taxes....... -- -- -- 14,833
Long-term debt.............. 21,852 848,007 38,914 3,831,867
Note payable to related
party, including accrued
interest.................. -- -- -- 417,573
Other long-term liabilities,
including redeemable
preferred shares.......... 45 20,568 -- 53,751
-------- -------- ------- ----------
Total liabilities......... 29,448 898,498 42,020 4,575,602
Members' equity............. 771,705 (210,349) 25,716 582,471
-------- -------- ------- ----------
Total liabilities and
members' equity......... $801,153 $688,149 $67,736 $5,158,073
======== ======== ======= ==========
</TABLE>
46
<PAGE> 50
<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
---------------------------------------------------------------------------------------------
RECENT ACQUISITIONS PENDING ACQUISITIONS
-------------------------------------------- ----------------------------------------------
PRO FORMA PRO FORMA
------------------------------- ---------------------------------
HISTORICAL ADJUSTMENTS TOTAL HISTORICAL ACQUISITIONS(a) DISPOSITIONS(b)
---------- -------------- ----------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents....... $ 12,542 $(1,038,360)(c) $(1,025,818) $ 67,374 $(13,110) $ (1,797)
Accounts receivable, net........ 4,480 -- 4,480 80,345 86 (1,671)
Receivable from related party... -- -- -- 8,238 591 --
Prepaid expenses and other...... 4,869 -- 4,869 32,554 854 (287)
-------- ----------- ----------- ---------- -------- ---------
Total current assets.......... 21,891 (1,038,360) (1,016,469) 188,511 (11,579) (3,755)
Property, plant and equipment... 138,117 -- 138,117 1,785,850 26,144 (78,027)
Franchises...................... 369,170 696,329(f) 1,065,499 1,953,223 48,626 (342,844)
Deferred income tax assets...... -- -- -- 13,994 -- --
Other assets.................... 18,543 (18,543)(h) -- 1,216,495 28 (523)
-------- ----------- ----------- ---------- -------- ---------
Total assets.................. $547,721 $ (360,574) $ 187,147 $5,158,073 $ 63,219 $(425,149)
======== =========== =========== ========== ======== =========
Current maturities of long-term
debt.......................... $ -- $ -- $ -- $ 991 $ -- $ --
Accounts payable and accrued
expenses...................... 17,294 -- 17,294 217,722 1,185 (4,280)
Current deferred revenue........ 1,904 (1,904)(d) -- 18,606 -- --
Note payable to related party... -- -- -- 16,359 -- --
Other current liabilities....... -- -- -- -- -- --
-------- ----------- ----------- ---------- -------- ---------
Total current liabilities..... 19,198 (1,904) 17,294 253,678 1,185 (4,280)
Deferred revenue................ 651 (651)(d) -- 3,900 173 --
Deferred income taxes........... -- -- -- 14,833 359 --
Pending acquisition payable..... -- -- -- -- -- --
Long-term debt.................. 330,503 (165,023)(j) 165,480 3,831,867 49,901 (420,528)
Note payable to related party,
including accrued interest.... 135 (135)(i) -- 417,573 -- --
Other long-term liabilities..... 4,373 -- 4,373 53,751 -- (341)
-------- ----------- ----------- ---------- -------- ---------
Total liabilities............. 354,860 (167,713) 187,147 4,575,602 51,618 (425,149)
Members' equity................. 192,861 (192,861)(k) -- 582,471 11,601 --
-------- ----------- ----------- ---------- -------- ---------
Total liabilities and members'
equity...................... $547,721 $ (360,574) $ 187,147 $5,158,073 $ 63,219 $(425,149)
======== =========== =========== ========== ======== =========
<CAPTION>
AS OF MARCH 31, 1999
----------------------------
PENDING ACQUISITIONS
----------------------------
PRO FORMA
----------------------------
ADJUSTMENTS TOTAL
----------- -----------
<S> <C> <C>
Cash and cash equivalents....... $ -- $ 52,467
Accounts receivable, net........ (8,045)(d) 70,715
Receivable from related party... (8,829)(e) --
Prepaid expenses and other...... -- 33,121
---------- -----------
Total current assets.......... (16,874) 156,303
Property, plant and equipment... -- 1,733,967
Franchises...................... 9,453,862(f) 11,112,867
Deferred income tax assets...... (13,994)(g) --
Other assets.................... (1,208,523)(h) 7,477
---------- -----------
Total assets.................. $8,214,471 $13,010,614
========== ===========
Current maturities of long-term
debt.......................... $ (991)(e) $ --
Accounts payable and accrued
expenses...................... (955) 213,672
Current deferred revenue........ (18,606)(d) --
Note payable to related party... (16,359)(i) --
Other current liabilities....... -- --
---------- -----------
Total current liabilities..... (36,911) 213,672
Deferred revenue................ (4,073)(d) --
Deferred income taxes........... (15,192)(g) --
Pending acquisition payable..... 2,840,000 2,840,000
Long-term debt.................. 1,987,846(j) 5,449,086
Note payable to related party,
including accrued interest.... (417,573)(i) --
Other long-term liabilities..... (33,183)(i) 20,227
---------- -----------
Total liabilities............. 4,320,914 8,522,985
Members' equity................. 3,893,557(k) 4,487,629
---------- -----------
Total liabilities and members'
equity...................... $8,214,471 $13,010,614
========== ===========
</TABLE>
47
<PAGE> 51
- -------------------------
(a) Represents the historical balance sheets as of March 31, 1999, for
acquisitions to be completed subsequent to March 31, 1999.
(b) Represents the historical assets and liabilities as of March 31, 1999, of
the cable systems to be transferred to InterMedia as part of a swap of cable
systems. The cable systems being swapped will be accounted for at fair
value. No material gain or loss is anticipated in conjunction with the swap.
See the "Business" section.
(c) Represents the use of Charter Holdings cash for the recent and pending
acquisitions. The sources of cash for the recent and pending acquisitions
are as follows (in millions):
<TABLE>
<S> <C>
Charter Holdings historical cash............................ $ 1,038.4
Expected equity contributions............................... 7,328.0
Expected credit facilities draw down........................ 4,171.0
Renaissance notes........................................... 82.7
Falcon debentures........................................... 698.0
Avalon notes................................................ 279.0
Bresnan notes............................................... 359.0
Other....................................................... 25.0
---------
$13,981.1
=========
</TABLE>
(d) Represents the offset of advance billings against deferred revenue to be
consistent with Charter Holdings' accounting policy and the elimination of
deferred revenue.
(e) Reflects assets retained by the seller.
(f) Substantial amounts of the purchase price in (c) above have been allocated
to franchises based on estimated fair values. This results in an allocation
of purchase price as follows (in thousands):
<TABLE>
<CAPTION>
GREATER
AMERICAN MEDIA INTERMEDIA
RENAISSANCE CABLE SYSTEMS SYSTEMS HELICON RIFKIN
----------- -------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Working capital.................. $ 2,916 $ (366) $ 2,047 $(12,503) $ 1,364 $ (12,147)
Property, plant and equipment.... 64,594 15,327 58,196 147,655 88,723 287,217
Franchises....................... 397,085 225,039 443,375 737,202 459,913 1,184,930
Other............................ (755) -- (3,618) 341 -- --
-------- -------- -------- -------- -------- ----------
$463,840 $240,000 $500,000 $872,695 $550,000 $1,460,000
======== ======== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
AVALON FALCON FANCH BRESNAN OTHER TOTAL
----------- ---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Working capital........... $(11,335) $ (28,813) $ 15,109 $ (9,290) $ 246 $ (52,772)
Property, plant and
equipment............... 118,569 519,967 227,273 325,663 18,900 1,872,084
Franchises................ 751,724 3,038,060 2,157,618 2,654,916 128,504 12,178,366
Other..................... -- 8,000 -- (20,568) -- (16,600)
-------- ---------- ---------- ---------- -------- -----------
$858,958 $3,537,214 $2,400,000 $2,950,721 $147,650 $13,981,078
======== ========== ========== ========== ======== ===========
</TABLE>
(g) Represents the elimination of deferred income tax assets and liabilities.
48
<PAGE> 52
(h) Represents the elimination of the unamortized historical cost of various
assets based on estimated fair values as follows:
<TABLE>
<S> <C>
Subscriber lists............................................ $ (548,071)
Noncompete agreements....................................... (14,570)
Deferred financing costs.................................... (62,078)
Goodwill.................................................... (775,266)
Other assets................................................ (98,710)
-----------
(1,498,695)
Less-accumulated amortization............................... 271,629
-----------
$ 1,227,066
===========
</TABLE>
(i) Represents liabilities retained by the seller.
(j) Represents the following:
<TABLE>
<S> <C>
Long-term debt not assumed.................................. (1,364,406)
Additional borrowings under credit facilities............... 3,629,976
----------
$2,265,570
==========
</TABLE>
(k) Represents the following:
<TABLE>
<S> <C>
Elimination of historical equity............................ $ (786,933)
Additional contributions into Charter Holdco................ 4,487,629
----------
$3,700,696
==========
</TABLE>
NOTE B: Offering adjustments include the issuance and sale by CCI of Class
A common stock totaling $2.84 billion, after deducting underwriting discounts
and commissions and estimated offering expenses. Also included as an offering
adjustment is the effect of consolidating Charter Holdco into CCI based on CCI's
purchase of membership units in Charter Holdco. This results in the $7.8 billion
of member's equity in Charter Holdco becoming minority interest in the
consolidated balance sheet of CCI.
Certain equity interests in Charter Holdco are exchangeable into Class A
common stock of CCI. We assume no such equity interests are exchanged. If all
equity holders in Charter Holdco except Mr. Allen's affiliates exchanged their
units for Class A common stock, total stockholders' equity would increase by
$1.3 billion and minority interest would decrease by $1.3 billion.
49
<PAGE> 53
UNAUDITED SELECTED HISTORICAL
COMBINED FINANCIAL AND OPERATING DATA
Charter Holdco was acquired by Mr. Allen on December 23, 1998. Prior to
this acquisition, Charter Investment was the manager of three groups of
companies. Each of these groups had separate financial statements. For this
reason, our historical financial information is presented separately for each of
these groups of companies. They are:
- Charter Holdco;
- CCA Group, consisting of three sister companies which have been merged
into existing subsidiaries of CC Holdings; and
- CharterComm Holdings, LLC, which has been merged into CC Holdings.
The Unaudited Selected Historical Combined Financial and Operating Data for
the years ended December 31, 1996, 1997 and 1998 have been derived from the
separate financial statements of Charter Holdco, CCA Group and CharterComm
Holdings, which have been audited by Arthur Andersen LLP, independent public
accountants, and are included elsewhere in this prospectus. The combined
financial and operating data represent the sum of the results of each of Charter
Holdco's then-existing subsidiaries prior to its merger with Marcus Holdings and
its recent acquisitions. Each such subsidiary was managed by Charter Investment
in accordance with its respective management agreement during the presented
periods. Since these subsidiaries were under common management, we believe
presenting combined financial information of these companies is informative.
As a result of the acquisition of Charter Holdco by Mr. Allen, we have
applied the purchase accounting method which had the effect of increasing total
assets, total debt and members' equity as of December 23, 1998. In addition, we
have retroactively restated our financial statements to include the results of
operations of Marcus Holdings for the period from December 24, 1998, through
December 31, 1998, and the balance sheet of Marcus Holdings as of December 31,
1998. As a result of the acquisition of Charter Holdco by Mr. Allen and its
merger with Marcus Holdings, we believe that the periods on or prior to December
23, 1998 are not comparable to the periods after December 23, 1998.
50
<PAGE> 54
<TABLE>
<CAPTION>
CHARTER HOLDCO, CCA GROUP AND CHARTER
CHARTERCOMM HOLDINGS HOLDCO
---------------------------------- ----------
YEAR ENDED DECEMBER 31, 1/1/98 12/24/98
----------------------- THROUGH THROUGH
1996 1997 12/23/98 12/31/98
---------- ---------- -------- ----------
(DOLLARS IN THOUSANDS, EXCEPT CUSTOMER DATA)
<S> <C> <C> <C> <C>
COMBINED STATEMENT OF OPERATIONS:
Revenues..................................... $ 368,553 $ 484,155 $570,964 $ 23,450
---------- ---------- -------- ----------
Operating expenses:
Operating, general and administrative...... 190,084 249,419 288,428 12,679
Depreciation and amortization.............. 154,273 198,718 240,294 13,811
Management fees/corporate expense
charges(a).............................. 15,094 20,759 38,348 766
---------- ---------- -------- ----------
Total operating expenses................ 359,451 468,896 567,070 27,256
---------- ---------- -------- ----------
Income (loss) from operations................ $ 9,102 $ 15,259 $ 3,894 $ (3,806)
========== ========== ======== ==========
CAPITAL EXPENDITURES......................... $ 110,291 $ 162,607 $195,468 $ 13,672
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets................................. $1,660,242 $2,002,181 $7,235,656
Total debt................................... 1,195,899 1,846,159 3,523,201
Members' equity.............................. 26,099 (80,505) 3,429,291
OPERATING DATA (AT END OF PERIOD, EXCEPT FOR
AVERAGES):
Homes passed................................. 1,546,000 1,915,000 3,892,000
Basic customers.............................. 902,000 1,086,000 2,317,000
Basic penetration(b)......................... 58.3% 56.7% 59.5%
Premium units................................ 517,000 629,000 1,256,000
Premium penetration(c)....................... 57.3% 57.9% 54.2%
</TABLE>
- -------------------------
(a) Charter Investment provided corporate management and consulting services to
Charter Holdco, CCA Group and CharterComm Holdings. CCA Group and
CharterComm Holdings paid fees to Charter Investment as compensation for
these services and recorded these fees as expense. Charter Holdco recorded
actual corporate expense charges incurred by Charter Investment on behalf of
Charter Holdco's subsidiaries. Management fees and corporate expenses for
the year ended December 31, 1998 include $14.4 million of change of control
payments under the terms of then-existing equity appreciation rights plans.
These payments were triggered by the acquisition of Charter Holdco by Mr.
Allen. These payments were made by Charter Investment and were not subject
to reimbursement by Charter Holdco, but were allocated to Charter Holdco for
financial reporting purposes. The equity appreciation rights plans were
terminated in connection with the acquisition of Charter Holdco by Mr.
Allen, and these costs will not recur. See "Certain Relationships and
Related Transactions".
(b) Basic penetration represents basic customers as a percentage of homes
passed.
(c) Premium penetration represents premium units as a percentage of basic
customers.
51
<PAGE> 55
SELECTED HISTORICAL FINANCIAL DATA
The selected historical financial data below for the years ended December
31, 1996 and 1997, for the periods from January 1, 1998, through December 23,
1998, and from December 24, 1998 through December 31, 1998, are derived from the
consolidated financial statements of Charter Holdco. They have been audited by
Arthur Andersen LLP, independent public accountants, and are included elsewhere
in this prospectus. The selected historical financial data for the period from
October 1, 1995 through December 31, 1995, are derived from the predecessor of
Charter Holdco's unaudited financial statements and are not included elsewhere
in this prospectus. The selected historical financial data for the year ended
December 31, 1994 and for the period from January 1, 1995 through September 30,
1995 are derived from the unaudited financial statements of Charter Holdco's
predecessor business and are not included elsewhere in this prospectus. 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 of Charter Holdco and related notes included
elsewhere in this prospectus.
<TABLE>
<CAPTION>
PREDECESSOR OF
CHARTER HOLDCO CHARTER HOLDCO
---------------------- ----------------------------------------------------
YEAR ENDED
YEAR ENDED 1/1/95 10/1/95 DECEMBER 31, 1/1/98 12/24/98
DECEMBER 31, THROUGH THROUGH ----------------- THROUGH THROUGH
1994 9/30/95 12/31/95 1996 1997 12/23/98 12/31/98
------------ ------- -------- ------- ------- -------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Revenues......................................... $ 6,584 $ 5,324 $ 1,788 $14,881 $18,867 $49,731 $ 23,450
-------- ------- ------- ------- ------- -------- ----------
Operating expenses:
Operating, general and
administrative............................... 3,247 2,581 931 8,123 11,767 25,952 12,679
Depreciation and amortization.................. 2,508 2,137 648 4,593 6,103 16,864 13,811
Management fees/corporate expense charges...... 106 224 54 446 566 6,176 766
-------- ------- ------- ------- ------- -------- ----------
Total operating expenses..................... 5,861 4,942 1,633 13,162 18,436 48,992 27,256
-------- ------- ------- ------- ------- -------- ----------
Income (loss) from operations.................... 723 382 155 1,719 431 739 (3,806)
Interest expense................................. -- -- (691) (4,415) (5,120) (17,277) (5,051)
Interest income.................................. 26 -- 5 20 41 44 133
Other income (expense)........................... -- 38 -- (47) 25 (728) --
-------- ------- ------- ------- ------- -------- ----------
Net income (loss)................................ $ 749 $ 420 $ (531) $(2,723) $(4,623) $(17,222) $ (8,724)
======== ======= ======= ======= ======= ======== ==========
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets..................................... $ 25,511 $26,342 $31,572 $67,994 $55,811 $281,969 $7,235,656
Total debt....................................... 10,194 10,480 28,847 59,222 41,500 274,698 3,523,201
Members' equity (deficit)........................ 14,822 15,311 971 2,648 (1,975) (8,397) 3,429,291
</TABLE>
52
<PAGE> 56
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
Because of recently completed and pending significant events, including:
- the acquisition of Charter Holdco by Mr. Allen,
- the merger of CC Holdings with Marcus Holdings,
- our recently completed and pending acquisitions,
- the refinancing of our previous credit facilities, and
- the purchase of publicly held notes that had been issued by several of
our subsidiaries,
we do not believe that our historical results of operations are accurate
indicators of future results. Below we provide a discussion of:
- our operations and development prior to the acquisition of Charter Holdco
by Mr. Allen,
- the acquisition of Charter Holdco by Mr. Allen,
- the merger of CC Holdings with Marcus Holdings, and
- our recently completed and pending acquisitions.
Prior to the acquisition of Charter Holdco by Mr. Allen, the cable systems
now owned by Charter Holdco were operated under three groups of companies. We
refer to these groups of companies collectively as the Charter Companies.
- CCP Holdings, which is now Charter Holdco,
- the CCA Group, and
- CharterComm Holdings.
Charter Investment did not have controlling interests in the CCA Group and
CharterComm Holdings. The Charter Companies were, however, parties to separate
management agreements with Charter Investment pursuant to which Charter
Investment provided management and consulting services. In December 1998,
Charter Investment acquired the remaining interests it did not previously own in
the CCA Group and CharterComm Holdings.
In February 1999, CC Holdings was formed as a wholly owned subsidiary of
Charter Investment, and Charter Operating was formed as a wholly owned
subsidiary of CC Holdings. All of Charter Investment's direct interests in the
Charter Companies 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 CC Holdings were
transferred to Charter Holdco.
The acquisition of Charter Holdco 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 debt that remained
outstanding.
The end result of these events was that:
(1) the Charter Companies became wholly owned subsidiaries of Charter
Operating;
(2) Charter Operating became a wholly owned subsidiary of CC Holdings;
53
<PAGE> 57
(3) CC Holdings became a wholly owned subsidiary of Charter Holdco; and
(4) Charter Holdco became a wholly owned subsidiary of Charter Investment.
For accounting purposes, the contribution of CCP Holdings to Charter
Operating was accounted for as a reorganization under common control and the
financial statements included elsewhere in this prospectus for periods prior to
December 24, 1998 include the accounts of CCP Holdings. The acquisitions of the
other Charter Companies by Charter Investment were accounted for in accordance
with purchase accounting. Accordingly, the financial statements for periods
after December 23, 1998 include the accounts of all of the Charter Companies.
The merger of CC Holdings with Marcus Holdings was accounted for as a
reorganization under common control similar to a pooling of interests because of
the controlling interests in both Marcus Holdings and CC Holdings. As a result,
the accounts of CC Holdings and Marcus Holdings have been consolidated since
December 23, 1998.
In the second quarter of 1999, we acquired American Cable, Renaissance and
the Greater Media cable systems. In addition to these acquisitions, since the
beginning of 1999, we have entered into definitive agreements to acquire cable
systems or the companies owning cable systems from the owners of the Helicon,
InterMedia, Rifkin, Vista, Cable Satellite, Avalon, Fanch, Falcon and Bresnan
cable systems, all as set forth in the table below. These acquisitions are
described in "Business -- Acquisitions".
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1999
----------------------------------------------
(DOLLARS IN THOUSANDS)
----------------------------------------------
CASH FLOWS
FROM
BASIC PURCHASE OPERATING
ACQUISITION DATE(a) SUBSCRIBERS PRICE REVENUE EBITDA ACTIVITIES
- ----------- ------- ----------- -------- ------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
American Cable................................. 4/99 68,000 $ 240,000 $ 9,151 $ 4,195 $ 2,664
Renaissance.................................... 4/99 132,000 459,000 15,254 8,365 5,390
Greater Media systems.......................... 6/99 174,000 500,000 20,394 7,621 5,808
Helicon........................................ 7/99 172,000 550,000 21,252 8,912 4,056
InterMedia systems............................. 3rd or 4th Quarter 408,000 872,700(b) 48,288 21,427 21,027
1999 (142,000)
----------
266,000
Rifkin......................................... 3rd or 4th Quarter 463,000 1,460,000 50,914 19,194 (603)
1999
Vista and Cable Satellite...................... 3rd Quarter 1999 36,000 148,000 3,354 1,760 1,502
Avalon......................................... 4th Quarter 1999 237,000 845,000 24,577 11,354 10,599
Fanch.......................................... 4th Quarter 1999 519,000 2,400,000 48,874 25,178 (1,771)
Falcon......................................... 4th Quarter 1999 1,001,000 3,600,000 105,809 58,737 29,429
Bresnan........................................ 1st Quarter 2000 656,000 3,100,000 67,295 26,025 10,931
---------- ----------- -------- -------- -------
Total....................................... $3,724,000 $14,124,700 $415,162 $192,768 $89,032
========== =========== ======== ======== =======
</TABLE>
(a) Represents the closing date for recent acquisitions and the anticipated
closing date for pending acquisitions.
(b) Plus systems swap.
OVERVIEW
Approximately 87% of our revenues 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. We derive our other revenues from
installation and reconnection fees charged to customers to commence or reinstate
service, pay-per-view programming, advertising revenues and commissions related
to the sale of merchandise by home shopping services. We have increased our
revenues in each of the past three fiscal years, primarily through internal
customer growth, basic and expanded tier rate increases and acquisitions. Our
revenues have also increased as a result of innovative marketing of programming
services, such as our MVP package of premium services. This
54
<PAGE> 58
package entitles customers to receive a substantial discount on bundled premium
services of HBO, Showtime, Cinemax and The Movie Channel. The MVP package has
increased premium revenue by 3.4% and premium cash flow by 5.5% in the initial
nine months of its rollout.
We are beginning to offer our customers a number of new products and
services, including digital cable television services and interactive video
programming. We are also beginning to offer high speed Internet access through
cable modems and television-based Internet access through our WorldGate service.
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
account for approximately 46% of our operating costs. 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. A significant factor
with respect to increased programming costs is 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 have benefited in the past from our membership in an industry
cooperative that provides members with volume discounts from programming
networks. We believe our membership has reduced increases in our programming
costs relative to what the increases would otherwise have been. We also believe
that we will derive additional discounts from programming networks due to our
increased size. Finally, we were able to negotiate favorable terms with premium
networks in conjunction with our premium packages, such as the MVP package,
which reduced the negative 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
to or charges from Charter Investment for corporate management and consulting
services. We record actual corporate expense charges incurred by Charter
Investment on behalf of us. Prior to the acquisition of us by Mr. Allen, the CCA
Group and CharterComm Holdings recorded management fees payable to Charter
Investment equal to 3.0% to 5.0% of gross revenues plus certain expenses. In
October 1998, Charter Investment began managing the cable operations of Marcus
Holdings under a management agreement, which was terminated in February 1999 and
replaced by a master management agreement between Charter Investment and Charter
Operating. Our credit facilities limit management fees payable to Charter
Investment to 3.5% of gross revenues.
In connection with the offering, the existing management agreement between
Charter Investment and Charter Operating will be assigned to CCI and CCI will
enter into a new management agreement with Charter Holdco. This management
agreement will be substantially similar to the existing management agreement
except that CCI will only be entitled to receive reimbursement of its expenses
as consideration for its providing management services. See "Certain
Relationships and Related Transactions".
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 the depreciation and amortization expenses
associated with our acquisitions and the capital expenditures related to the
construction and upgrading of our systems and interest costs on
55
<PAGE> 59
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 Holdco (comprising CCP Holdings only) for the period from
January 1, 1998 through March 31, 1998, and
(2) Charter Holdco (comprising CCP Holdings, the CCA Group, CharterComm
Holdings and Marcus Holdings) for the period from January 1, 1999
through March 31, 1999.
The following table sets forth the percentages that items in the statements
of operations bear to operating revenues for the indicated periods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------
3/31/99 3/31/98
----------------- -----------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
Revenues........................................... $286,135 100.0% $ 4,782 100.00%
-------- ----- ------- ------
Operating expenses:
Operating, general and administrative............ 152,075 53.1% 2,638 55.2%
Depreciation and amortization.................... 153,747 53.7% 1,605 33.6%
Management fees/corporate expense charges........ 5,323 1.9% 143 3.0%
-------- ----- ------- ------
Total operating expenses................. 311,145 108.7% 4,386 91.7%
-------- ----- ------- ------
Income (loss) from operations...................... (25,010) (8.7%) 396 8.3%
Interest income.................................... 1,733 0.6% 8 0.2%
Interest expense................................... (71,591) (25.0%) (1,329) (27.8%)
Other income....................................... 15 0.0% 2 0.0%
-------- ----- ------- ------
Loss before extraordinary item..................... (94,853) 33.1% (923) (19.3%)
Extraordinary item-loss from early extinguishment
of debt.......................................... 3,604 (1.3%) -- 0.0%
-------- ----- ------- ------
Net loss................................. $(98,457) (34.4%) $ (923) (19.3%)
======== ===== ======= ======
</TABLE>
PERIOD FROM JANUARY 1, 1999 THROUGH MARCH 31, 1999
COMPARED TO PERIOD FROM JANUARY 1, 1998 THROUGH MARCH 31, 1998
REVENUES. Revenues increased by $281.4 million, or 5,883.6%, from $4.8
million for the three months ended March 31, 1998 to $286.1 million for the
three months ended March 31, 1999. This increase primarily resulted from the
acquisitions of the CCA Group, CharterComm Holdings and Sonic (acquired by CCP
Holdings in May 1998 for a purchase price of $220.6 million), and our merger
with Marcus Holdings. The revenues of these entities for the three months ended
March 31, 1999 were $89.4 million, $53.4 million, $13.1 million and $125.2
million, respectively.
OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES. Operating, general and
administrative expenses increased by $149.4 million, or 5,664.8%, from $2.6
million for the three months ended March 31, 1998 to $152.1 million for the
three months ended March 31, 1999. This increase was due primarily to the
acquisitions of the CCA Group, CharterComm Holdings and Sonic and our merger
with Marcus Holdings. The operating, general and administrative expenses of
these entities for the three months ended March 31, 1999 were $46.5 million,
$26.9 million, $6.9 million and $69.0 million, respectively.
56
<PAGE> 60
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $152.1 million, or 9,479.3%, from $1.6 million for the three months
ended March 31, 1998 to $153.7 million for the three months ended March 31,
1999. This increase in amortization resulted from the acquisitions of the CCA
Group, CharterComm Holdings and Sonic and our merger with Marcus Holdings. The
incremental amortization expenses for the three months ended March 31, 1999
resulting from these acquisitions were $49.1 million, $32.6 million, $4.3
million and $63.7 million, respectively.
MANAGEMENT FEES/CORPORATE EXPENSE CHARGES. Management fees/corporate
expense charges increased by $5.2 million, or 3,622.4%, from $0.1 million for
the three months ended March 31, 1998 to $5.3 million for the three months ended
March 31, 1999. This increase was the result of the acquisitions of the CCA
Group, CharterComm Holdings and Sonic and our merger with Marcus Holdings.
INTEREST EXPENSE. Interest expense increased by $70.3 million, or
5,286.8%, from $1.3 million for the three months ended March 31, 1998 to $71.6
million for the three months ended March 31, 1999. This increase resulted
primarily from financing the CCA Group and CharterComm Holdings acquisitions and
our merger with Marcus Holdings. The interest expense resulting from each of
these transactions for the three months ended March 31, 1999 were $14.4 million,
$12.0 million and $26.1 million, respectively.
NET LOSS. Net loss increased by $97.5 million, or 10,567.1%, from $0.9
million for the three months ended March 31, 1998 to $98.5 million for the three
months ended March 31, 1999. This increase occurred primarily because the
revenue increase resulting from the CCA Group, CharterComm Holdings and Sonic
acquisitions and our merger with Marcus Holdings was not sufficient to offset
the significant costs related to the acquisitions.
The following discusses results of operations for:
(1) Charter Holdco (comprising CCP Holdings, the CCA Group, CharterComm
Holdings and Marcus Holdings) for the period from December 24, 1998
through December 31, 1998, and
(2) Charter Holdco (comprising CCP Holdings only) for the period from
January 1, 1998 through December 23, 1998 and for the years ended
December 31, 1997 and 1996.
57
<PAGE> 61
The following table sets forth the percentages of revenues that items in
the statements of operations constitute for the indicated periods.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1/1/98 12/24/98
------------------------------------ THROUGH THROUGH
1996 1997 12/23/98 12/31/98
---------------- ---------------- ----------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
Revenues.................................. $14,881 100.0% $18,867 100.0% $ 49,731 100.0% $23,450 100.0%
------- ----- ------- ----- -------- ----- ------- -----
Operating expenses:
Operating costs.......................... 5,888 39.6% 9,157 48.5% 18,751 37.7% 9,957 42.5%
General and administrative............... 2,235 15.0% 2,610 13.8% 7,201 14.5% 2,722 11.6%
Depreciation and amortization............ 4,593 30.9% 6,103 32.3% 16,864 33.9% 13,811 58.9%
Management fees/corporate expense
charges................................ 446 3.0% 566 3.0% 6,176 12.4% 766 3.3%
------- ----- ------- ----- -------- ----- ------- -----
Total operating expenses................. 13,162 88.4% 18,436 97.7% 48,992 98.5% 27,256 116.2%
------- ----- ------- ----- -------- ----- ------- -----
Income (loss) from operations............. 1,719 11.6% 431 2.3% 739 1.5% (3,806) (16.2%)
Interest income........................... 20 0.1% 41 0.2% 44 0.1% 133 0.6%
Interest expense.......................... (4,415) (29.7%) (5,120) (27.1%) (17,277) (34.7%) (5,051) (21.5%)
Other income (expense).................... (47) (0.3%) 25 0.1% (728) (1.5%) -- --
------- ----- ------- ----- -------- ----- ------- -----
Net loss.................................. $(2,723) (18.3%) $(4,623) (24.5%) $(17,222) (34.6%) $(8,724) (37.2%)
======= ===== ======= ===== ======== ===== ======= =====
</TABLE>
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 CCP Holdings, but also the results of operations of the
CCA Group, CharterComm Holdings and Marcus Holdings. 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 $30.8 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. This increase resulted primarily from the acquisition of
Sonic, whose revenues for that period were $30.5 million.
OPERATING EXPENSES. Operating expenses 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, whose operating expenses for that period were $11.5
million. The increase for this period was partially offset by the loss of $1.4
million on the sale of a cable system in 1997.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
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, whose general and administrative
expenses for that period were $4.4 million.
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. Of this
increase, $10.3 million was attributable to the acquisition of Sonic.
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. This increase was
the result of additional Charter Investment
58
<PAGE> 62
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 $1.5
million in management fees charged by Charter Investment 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 $12.1
million of additional interest expense attributable to indebtedness of $220.6
million, including a note payable for $60.7 million, incurred in connection with
the acquisition of Sonic.
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. This increase occurred primarily because the increase in
revenues that resulted from cable television customer growth during this period
was not sufficient to offset the significant costs related to the acquisition of
Sonic.
1997 COMPARED TO 1996
REVENUES. Revenues increased by $4.0 million, or 26.8%, from $14.9 million
in 1996 to $18.9 million in 1997. The primary reason for this increase was the
acquisition of five cable systems in 1996 that increased the number of customers
by 58.9%. Revenues of CCP Holdings, excluding the activity of any other systems
acquired during the periods, increased by $0.7 million, or 8.9%, from $7.9
million in 1996 to $8.6 million in 1997.
OPERATING EXPENSES. Operating expenses increased by $3.3 million, or
55.5%, from $5.9 million in 1996 to $9.2 million in 1997. This increase was
primarily due to the acquisitions of cable systems in 1996 and the loss of $1.4
million on the sale of a cable system in 1997.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by $0.4 million, or 16.8%, from $2.2 million in 1996 to $2.6 million
in 1997. This increase was primarily due to the acquisitions of cable systems in
1996.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased by $1.5 million, or 32.9%, from $4.6 million in 1996 to $6.1 million
in 1997. There was a significant increase in amortization resulting from the
acquisitions of cable systems in 1996.
MANAGEMENT FEES/CORPORATE EXPENSE CHARGES. Corporate expense charges
increased by $0.2 million, or 26.9%, from $0.4 million in 1996 to $0.6 million
in 1997. These charges were 3.0% of revenues in both 1996 and 1997.
INTEREST EXPENSE. Interest expense increased by $0.7 million, or 16.0%,
from $4.4 million in 1996 to $5.1 million in 1997. This increase resulted
primarily from the indebtedness incurred in connection with the acquisitions of
cable systems in 1996.
NET LOSS. Net loss increased by $1.9 million, or 69.8%, from $2.7 million
in 1996 to $4.6 million in 1997. This increase is primarily related to the $1.4
million loss on the sale of a cable system.
LIQUIDITY AND CAPITAL RESOURCES
Our business requires cash to fund acquisitions, debt service, capital
expenditures and our ongoing operations. We have substantial ongoing capital
requirements for the construction, expansion and maintenance of our cable
systems. Capital expenditures are primarily made to rebuild and upgrade our
existing cable systems. We also spend capital on plant extensions, the launch of
new products and services, converters and system maintenance. Historically, we
have been able to meet our capital requirements through our cash flows from
operations, equity contributions, debt financings and available borrowings under
our credit facilities.
59
<PAGE> 63
Upgrading our existing plants 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 network and point-to-point
services and digital advertising insertion.
For the period from January 1, 2000 to December 31, 2002, we plan to spend
approximately $5.5 billion for capital expenditures, approximately $2.9 billion
of which will be used to upgrade our systems to bandwidth capacity of 550
megahertz or greater, so that we may offer advanced services. The remaining $2.6
billion will be used for plant extensions, new services, converters and system
maintenance. Capital expenditures for 2000, 2001 and 2002 are expected to be
approximately $1.5 billion, $2.0 billion and $2.0 billion, respectively.
For the three months ended March 31, 1999, we made capital expenditures,
excluding the acquisitions of cable television systems, of $109.6 million. We
made capital expenditures of $29.0 million for all of 1998. The majority of the
capital expenditures relate to rebuild of existing cable systems.
On March 17, 1999, we issued $3.6 billion principal amount of senior notes.
The net proceeds of approximately $2.99 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 and for working capital
purposes. Semi-annual interest payments with respect to the 8.250% notes and the
8.625% notes will be approximately $89.4 million, commencing on October 1, 1999.
No interest on the 9.920% notes will be payable prior to April 1, 2004.
Thereafter, semiannual interest payments will be approximately $162.6 million in
the aggregate for all our senior notes, commencing on October 1, 2004.
Concurrently with the issuance of the original notes, we refinanced
substantially all of our previous credit facilities with new credit facilities
entered into by Charter Operating. 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 notes except for $1.1 million were
paid off.
Our new credit facilities provide for two term facilities, one with a
principal amount of $1.0 billion that matures September 2008 (Term A), and the
other with the principal amount of $1.85 billion that matures on March 2009
(Term B). Our new credit facilities also provide for a $1.25 billion revolving
credit facility with a maturity date of September 2008. After giving effect to
the pending acquisitions, we have approximately $791 million of borrowing
availability under our new credit facilities. In addition, an uncommitted
incremental term facility of up to $500 million with terms similar to these of
the credit facilities is permitted under the credit facilities, but will be
conditioned on receipt of additional new commitments from existing and new
lenders. Amounts under our new credit facilities bear interest at a base rate or
a eurodollar rate, plus a margin up to 2.75%. 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. The weighted average interest rate for
outstanding debt on March 31, 1999 was 7.4%.
We acquired Renaissance in April 1999. Renaissance has outstanding publicly
held debt comprised of 10% senior discount notes due 2008 with a $163.2 million
principal amount at maturity and $100.0 million accreted value. The Renaissance
notes no cash interest until April 15, 2003. From and after April 15, 2003, the
Renaissance notes will bear interest, payable semi-annually in cash, on each
April 15 and October 15, commencing October 15, 2003. The Renaissance notes are
due on April 15, 2008.
Much of our anticipated capital expenditures and interest expense will be
funded from cash generated from operations. In 1998, our EBITDA was $1.2 billion
pro forma for our pending
60
<PAGE> 64
acquisitions. For the three months ended March 31, 1999, our EBITDA was $318
million pro forma for our pending acquisitions. We also anticipate that we will
need to finance certain of these acquisitions with additional borrowings under
our credit facilities.
The following table sets forth the sources and uses as of March 31, 1999,
giving effect to additional borrowings under our credit facilities and
additional equity contributions in connection with refinancing of our previous
credit facilities and funding of our pending acquisitions as if such
transactions had occurred on that date.
<TABLE>
<CAPTION>
SOURCES (IN MILLIONS): USES (IN MILLIONS):
---------------------- -------------------
<S> <C> <C> <C>
CC Holdings Notes:
14.00% senior secured discount
8.250% notes............... $ 600 debentures................................. $ 109
8.625% notes............... 1,500 11.25% senior notes........................ 125
13.50% senior subordinated discount
9.920% notes............... 903 notes...................................... 383
Credit Facilities: 14.25% senior discount notes............... 241
Tranche A.................. 1,000 Unamortized premium and
Tranche B.................. 1,850 redemption adjustment...................... 149
Revolver................... 1,250 Previous credit facilities................. 2,535
Acquired companies Recent and pending acquisitions............ 14,125
credit facilities....... 1,912 Fees and expenses.......................... 280
-------
Publicly Held Debt:
Renaissance debt........... 83
Falcon debt................ 698
Avalon debt................ 279
Bresnan debt............... 359
Minority interest............ 4,488
Other........................ 25
Equity:
Class A common stock....... 3
Additional paid-in
capital................. 2,997
-------
$17,947 $17,947
======= =======
</TABLE>
We have agreed to acquire the Helicon, InterMedia, Rifkin, Vista, Cable
Satellite, Avalon, Fanch, Falcon and Bresnan systems. The aggregate
consideration payable by us for all of these acquisitions is $13.0 billion,
including $1.4 billion that may be payable by us to satisfy requirements to make
offers to repurchase these companies' outstanding debt securities. We intend to
finance these acquisitions through $5.5 billion of debt and the issuance of $7.5
billion of equity.
Prior to our acquisition by Mr. Allen, we have received minimal equity
contributions. In order to fund a portion of the pending acquisitions, Mr.
Allen, through Vulcan III, has committed to contribute $1.325 billion of
additional equity in Charter Holdco before September 1, 1999 and $750 million of
additional equity in Charter Holdco concurrently with this offering. In
addition, we anticipate that we will need to raise $1.1 billion in additional
capital to fund the acquisition of Bresnan.
61
<PAGE> 65
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 our credit facilities. 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 otherwise 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.
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, 1998 (dollars in thousands):
<TABLE>
<CAPTION>
EXPECTED MATURITY DATE FAIR VALUE AT
---------------------------------------------------- DECEMBER 31,
1999 2000 2001 2002 2003 THEREAFTER TOTAL 1998
-------- -------- -------- -------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DEBT
Fixed Rate................... -- -- -- -- -- $ 984,509 $ 984,509 $ 974,327
Average Interest Rate....... -- -- -- -- -- 13.5% 13.5%
Variable Rate................ $ 87,950 $110,245 $148,950 $393,838 $295,833 $1,497,738 $2,534,554 $2,534,533
Average Interest Rate....... 6.0% 6.1% 6.3% 6.5% 7.2% 7.6% 7.2%
INTEREST RATE INSTRUMENTS
Variable to Fixed Swaps...... $130,000 $255,000 $180,000 $320,000 $370,000 $ 250,000 $1,505,000 $ (28,977)
Average Pay Rate............ 4.9% 6.0% 5.8% 5.5% 5.6% 5.6% 5.6%
Average Receive Rate........ 5.0% 5.0% 5.2% 5.2% 5.4% 5.4% 5.2%
Caps......................... $ 15,000 -- -- -- -- -- $ 15,000 --
Average Cap Rate............ 8.5% -- -- -- -- -- 8.5%
Collar....................... -- $195,000 $ 85,000 $ 30,000 -- -- $ 310,000 $ (4,174)
Average Cap Rate............ -- 7.0% 6.5% 6.5% -- -- 6.8%
Average Floor Rate.......... -- 5.0% 5.1% 5.2% -- -- 5.0%
</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 proceeds (costs) to settle the outstanding contracts. Interest
rates on variable debt are estimated using the average implied forward LIBOR
rates for the year of maturity based on the yield curve in effect at December
31, 1998 plus the borrowing margin in effect for each credit facility at
December 31, 1998. 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, 1998, 1997, and 1996 was not
significant.
In March 1999, substantially all existing long-term debt, excluding
borrowings of our previous credit facilities was extinguished, and all previous
credit facilities were refinanced with the credit facilities. The following
table set forth the fair values and contract terms of the long-term debt
maintained by us as of March 31, 1999:
<TABLE>
<CAPTION>
EXPECTED MATURITY DATE FAIR VALUE AT
-------------------------------------------------- MARCH 31,
1999 2000 2001 2002 2003 THEREAFTER TOTAL 1999
-------- -------- -------- ------- ------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DEBT
Fixed Rate..................... -- -- -- -- -- $3,575,000 $3,575,000 $3,004,023
Average Interest Rate......... -- -- -- -- -- 9.0% 9.0%
Variable Rate.................. -- -- -- $13,125 $17,500 $1,719,375 $1,750,000 $1,750,000
Average Interest Rate......... -- -- -- 5.9% 6.0% 6.4% 6.4%
</TABLE>
Interest rates on variable debt are estimated using the average implied
forward LIBOR rates for the year of maturity based on the yield curve in effect
at March 31, 1998 plus the borrowing margin in effect for each credit facility
at March 31, 1999.
62
<PAGE> 66
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. 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 also 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 suffer
"integration failure" because their methods of dealing with the problem is not
compatible.
These problems are expected to increase in frequency and severity as the
year 2000 approaches. This issue impacts our owned or licensed computer systems
and equipment used in connection with internal operations, including:
- information processing and financial reporting systems;
- customer billing systems;
- customer service systems;
- telecommunication transmission and reception systems; and
- facility systems.
THIRD PARTIES. We also rely directly and indirectly, in the regular course
of business, on the proper operation and compatibility of third party systems.
The year 2000 problem could cause these systems to fail, err, or become
incompatible with our systems.
If we or a significant third party on which we rely fails to become year
2000 ready, or if the year 2000 problem causes our systems to become internally
incompatible or incompatible with such third party systems, our business could
suffer from material disruptions, including the inability to process
transactions, send invoices, accept customer orders or provide customers with
our cable services. We could also face similar disruptions if the year 2000
problem causes general widespread problems or an economic crisis. We cannot now
estimate the extent of these potential disruptions.
STATE OF READINESS. We are addressing the Year 2000 problem with respect
to our internal operations in three stages:
(1) conducting an inventory and evaluation of our systems, components, and
other significant infrastructure to identify those elements that
reasonably could be expected to be affected by the year 2000 problems.
This initiative has been completed;
(2) remediating or replacing equipment that will fail to operate properly
in the year 2000. We plan to be finished with the remediation by
September 1999; and
(3) testing of the remediation and replacement conducted in stage two. We
plan to complete all testing by September 1999.
Much of our assessment efforts in stage one have involved, and depend on,
inquiries to third party service providers, who are the suppliers and vendors of
various parts or components of our systems. Certain of these third parties that
have certified the readiness of their products will not certify their
interoperability within our fully integrated systems. We cannot assure you that
these technologies of third parties, on which we rely, will be year 2000 ready
or will on a timely basis converted into year 2000 compliant systems compatible
with our systems. Moreover, because a full test of our systems, on an integrated
basis, would require a complete shut down of our operations, it is not
practicable to conduct such testing. However, we are utilizing a third party, in
cooperation with other cable operators, to test a "mock-up" of our major billing
and
63
<PAGE> 67
plant components, including pay-per-view systems, as an integrated system. We
are utilizing another third party to also conduct comprehensive testing on our
advertising related scheduling and billing systems. In addition, we are
evaluating the potential impact of third party failure and integration failure
on our systems.
RISKS AND REASONABLY LIKELY WORST CASE SCENARIOS. The failure to correct a
material year 2000 problem could result in system failures leading to a
disruption in, or failure of certain normal business activities or operations.
Such failures could materially and adversely affect our results of operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the year 2000 problem, resulting in part from the uncertainty of the year 2000
readiness of third-party suppliers and customers, we are unable to determine at
this time whether the consequences of year 2000 failures will have a material
impact on our results of operations, liquidity or financial condition. The year
2000 taskforce is expected to significantly reduce our level of uncertainty
about the year 2000 problem and, in particular, about the year 2000 compliance
and readiness of our material vendors.
We are in the process of acquiring certain cable televisions systems, and
have negotiated certain contractual rights in the acquisition agreements
relating to the year 2000. We have included the acquired cable television
systems in our year 2000 taskforce's plan. We are monitoring the remediation
process for systems we are acquiring to ensure completion of remediation before
or as we acquire these systems. We have found that these companies are following
a three stage process similar to that outlined above and are on a similar time
line. We are not currently aware of any likely material system failures relating
to the year 2000 affecting the acquired systems.
CONTINGENCY AND BUSINESS CONTINUATION PLAN. Our year 2000 plan calls for
suitable contingency planning for our at-risk business functions. We normally
make contingency plans in order to avoid interrupted service providing video,
voice and data products to our customers. The normal contingency planning is
being reviewed and will be revised by August 1999, where appropriate, to
specifically address year 2000 exposure with respect to service to customers.
COST. We have incurred $4.9 million in costs to date directly related to
addressing the year 2000 problem. We have redeployed internal resources and have
selectively engaged outside vendors to meet the goals of our year 2000 program.
We currently estimate the total cost of our year 2000 remediation program to be
approximately $7 million. Although we will continue to make substantial capital
expenditures in the ordinary course of meeting our telecommunications system
upgrade goals through the year 2000, we will not specifically accelerate those
expenditures to facilitate year 2000 readiness, and accordingly those
expenditures are not included in the above estimate.
ACCOUNTING STANDARD NOT YET IMPLEMENTED
In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative 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 is effective for fiscal years beginning after June 15, 2000. We have not yet
quantified the impacts of adopting SFAS No. 133 on our consolidated financial
statements nor have we determined the timing or method of our adoption of SFAS
No. 133. However, SFAS No. 133 could increase volatility in earnings (loss).
64
<PAGE> 68
BUSINESS
OVERVIEW
We are the 4th largest operator of cable television systems in the United
States, serving approximately 6.2 million customers, after giving effect to our
pending acquisitions. We are currently the 6th largest operator of cable
television systems in the United States serving approximately 2.7 million
customers.
We offer a full range of traditional cable services. As part of our "wired
world" vision, we are also beginning to offer an array of new products and
services including:
- digital television;
- interactive video programming; and
- high-speed Internet access.
We are also exploring opportunities in telephony.
These new products and services will take advantage of the significant
bandwidth of our cable systems. We are accelerating the upgrade of our cable
systems to more quickly provide these products and services.
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 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:
- 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 Charter's
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
stock options.
65
<PAGE> 69
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. We introduced a customer care team that has worked
closely with city governments to improve customer service. 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-three weeks to three-five days.
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. 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 EarthLink Network, Inc., High
Speed Access Corp., WorldGate Communications, Inc., Wink Communications, Inc.
and At Home Corporation.
UPGRADE THE BANDWIDTH OF OUR SYSTEMS. We plan to spend approximately $2.9
billion from 2000 to 2002 to upgrade to 550 megahertz or greater the bandwidth
of our existing systems and those of our pending acquisitions. 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 channels, or more 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.
As of March 31, 1999, approximately 60% of our customers were served by
cable systems with at least 550 megahertz bandwidth capacity, and approximately
35% of our customers had two-way communication capability. By year-end 2003,
including all pending acquisitions, we expect that approximately 94% of our
customers will be served by cable systems with at least 550 megahertz bandwidth
capacity and two-way communication capability.
Our planned upgrades will reduce the number of headends from 1,243 in 1999
to 479 in 2003, including our pending acquisitions. 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.
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. We believe that our customer service efforts have contributed to
66
<PAGE> 70
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,
convenience and quality to our customers. We use demographic "cluster codes" to
address messages to target audiences through direct mail and telemarketing. 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 1998 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 seven operating regions. A regional management team oversees
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 and cash and equity-based
compensation. Charter Holdco has adopted a plan to distribute to employees and
consultants, including members of corporate management and key regional and
system-level management personnel, equity-based incentive compensation based on
% of the equity value of Charter Holdco.
CONCENTRATE OUR SYSTEMS IN TIGHTER GEOGRAPHICAL CLUSTERS. To improve
operating margins and increase operating efficiencies, we 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. Clustering enables us to consolidate headends and
spread fixed costs over a larger subscriber base.
ACQUISITIONS
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
67
<PAGE> 71
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 plant and infrastructure;
- increased leverage for negotiating programming contracts; and
- increased influence on the evolution of important new technologies
affecting our business.
See "Description of Certain Indebtedness" for a description of the material
debt that we have assumed or intend to assume in connection with our recent and
pending acquisitions.
RECENTLY COMPLETED ACQUISITIONS
AMERICAN CABLE. In April 1999, we purchased American Cable Entertainment,
LLC for approximately $240 million. American Cable owns cable systems located in
California serving approximately 68,000 customers and is being operated as part
of our Western region. For the three months ended March 31, 1999, American Cable
had revenues of approximately $9.2 million, EBITDA of approximately $4.2 million
and cash flows from operating activities of approximately $2.7 million. For the
year ended December 31, 1998, American Cable had revenues of approximately $15.7
million, EBITDA of approximately $7.8 million and cash flows from operating
activities of approximately $4.7 million. At year-end 1998, none of the American
Cable system's customers were served by systems with at least 550 megahertz
bandwidth capacity or greater.
RENAISSANCE. In April 1999, we purchased Renaissance Media Group LLC for
approximately $459 million, consisting of $348 million in cash and $111 million
of publicly held debt to be assumed. As a result of a Change of Control, we
recently completed a tender offer for this publicly held debt. Holders of the
notes tendered 30% of the outstanding principal amount of these notes.
Renaissance owns cable systems located in Louisiana, Mississippi and Tennessee,
has approximately 132,000 customers and is being operated as part of our
Southern region. For the three months ended March 31, 1999, Renaissance had
revenues of approximately $15.3 million, EBITDA of approximately $8.4 million
and cash flows from operating activities of approximately $5.4 million. For the
year ended December 31, 1998, Renaissance had revenues of approximately $41.5
million, EBITDA of approximately $20.5 million and cash flows from operating
activities of approximately $22.7 million. As of March 31, 1999, there was
$110.5 million total principal outstanding under the Renaissance notes. At
year-end 1998, approximately 36% of Renaissance's customers were served by
systems with at least 550 megahertz bandwidth capacity.
GREATER MEDIA SYSTEMS. In June 1999, we purchased certain cable systems of
Greater Media Cablevision Inc. for approximately $500 million. The Greater Media
systems are located in
68
<PAGE> 72
Massachusetts, have approximately 174,000 customers and are being operated as
part of our Northeast Region. For the three months ended March 31, 1999, the
Greater Media systems had revenues of approximately $20.4 million, EBITDA of
approximately $7.6 million and cash flows from operating activities of
approximately $5.8 million. For the year ended December 31, 1998, the Greater
Media systems had revenues of approximately $78.6 million, EBITDA of
approximately $29.3 million and cash flows from operating activities of
approximately $29.8 million. At year-end 1998, approximately 75% of the Greater
Media systems' customers were served by systems with at least 550 megahertz
bandwidth capacity.
PENDING ACQUISITIONS
HELICON. In March 1999, we entered into an agreement to acquire Helicon
Partners I, L.P. for approximately $550 million of which $25 million will be
payable in a preferred limited liability company interest in one of Charter
Operating's subsidiaries. The holders of the preferred interest have the right
to require Mr. Allen to purchase the interest until the fifth anniversary of the
closing of the Helicon acquisition. The preferred interest will be redeemable by
Charter Helicon LLC at any time following the fifth anniversary of the Helicon
acquisition or upon a change of control, and it must be redeemed on the tenth
anniversary of the Helicon acquisition. The sellers in this transaction have the
right to purchase a total of $12 million of our Class A common stock in the
offering. Helicon owns cable systems located in Alabama, Georgia, New Hampshire,
North Carolina, West Virginia, South Carolina, Tennessee, Pennsylvania,
Louisiana and Vermont, and has approximately 174,000 customers. For the three
months ended March 31, 1999, Helicon had revenues of approximately $21.3
million, EBITDA of approximately $8.9 million and cash flows from operating
activities of approximately $4.1 million. For the year ended December 31, 1998,
Helicon had revenues of approximately $75.6 million, EBITDA of approximately
$31.9 million and cash flows from operating activities of approximately $7.1
million. At year-end 1998, approximately 69% of Helicon's customers were served
by systems with at least 550 megahertz bandwidth capacity. Following regulatory
approvals, we anticipate that this transaction will close during the third
quarter of 1999. As of March 31, 1999, there was $115 million aggregate
principal outstanding under the Helicon notes. Within 45 days of our acquisition
of Helicon, we will be required to make an offer to repurchase the Helicon notes
at a price equal to 101% of their aggregate principal amount, plus accrued
interest, to the date of the purchase. In connection with the acquisition of
Helicon, Charter Investment entered into separate agreements with Baum
Investments, Inc. and with Roberts Cable Corporation, GAK Cable, Inc. and Gimbel
Cable Corp., pursuant to which Charter Investment:
- agreed to cause the underwriters to make $12 million worth of shares of
our Class A common stock being sold in this offering available for
purchase by Baum Investments, Roberts Cable, GAK Cable and Gimbel Cable,
at the initial public offering price; and
- to the extent that this offering is consummated prior to the Helicon
acquisition, to loan, on an interest-free basis, to Baum Investments,
Roberts Cable, GAK Cable and Gimbel Cable an amount equal to the purchase
price of these shares.
INTERMEDIA SYSTEMS. In April 1999, we entered into agreements to purchase
certain cable systems of InterMedia Capital Partners IV, L.P., InterMedia
Partners and their affiliates in exchange for cash in the amount of $872.7
million and certain of our cable systems. The InterMedia systems serve
approximately 408,000 customers in North Carolina, South Carolina, Georgia and
Tennessee. As part of this transaction, we will "swap" some of our non-strategic
cable systems serving approximately 142,000 customers located in Indiana,
Montana, Utah and northern Kentucky. This transaction will result in a net
increase of 266,000 customers. For the three months ended March 31, 1999, the
InterMedia systems had revenues of approximately $48.3 million, EBITDA of
approximately $21.4 million and cash flows from operating activities of
approximately $21.0 million. For the year ended December 31, 1998, the
InterMedia systems had revenues of approximately $176.1 million, EBITDA of
approximately $109.2 million and cash flows
69
<PAGE> 73
from operating activities of approximately $83.2 million. At year-end 1998,
approximately 79% of these customers were served by systems with at least 550
megahertz bandwidth capacity. Following regulatory approvals, we anticipate that
the acquisition of the InterMedia systems will close during the third or fourth
quarter of 1999.
RIFKIN. In April 1999, Charter Investment entered into agreements to
purchase Rifkin Acquisition Partners, L.L.L.P. and Interlink Communications
Partners, LLLP for a purchase price of approximately $1.46 billion in cash and
assumed debt. Charter Investment has assigned its rights under such agreements
to a subsidiary of Charter Holdco. Although none of the material terms of the
grant described below have been finalized, Charter Investment has agreed to
grant to some of the sellers under the Rifkin purchase agreements the right to
elect to receive all or any portion of their part of the purchase price in
membership units in Charter Holdco. If the Rifkin acquisition occurs before or
concurrently with this offering:
- The membership units will be preferred membership units, exchangeable
for shares of our Class A common stock at the initial public offering
price. The exact number and value of the preferred membership units in
Charter Holdco will be determined according to a formula intended to
value Charter Holdco at the time of the acquisition closing, by taking
into consideration many factors, including the value of our pending
acquisition targets and our debt levels.
- The preferred membership units will accrete at 8.0% annually and mature
fifteen years after the closing of the acquisition.
- The holders of the preferred membership units will have the right to
cause Charter Holdco to redeem the units for five years from the closing
of the acquisition. In exchange for membership units, an entity
controlled by Mr. Allen will make a capital contribution to Charter
Holdco in an amount equal to the redemption price concurrently with the
redemption.
- The exchange ratio will be calculated to issue to the Rifkin sellers the
number of shares of Class A common stock equal in value to the then
accreted value of the preferred membership units being exchanged.
- The right to exchange the preferred membership units for Class A common
stock terminates concurrently with this offering.
If the Rifkin acquisition closes after this offering:
- The sellers may elect to receive common membership units in Charter
Holdco.
- The common membership units will be exchangeable for shares of Class A
common stock at any time and will represent a percentage interest in
Charter Holdco determined by reference to the value of CCI's membership
interest in Charter Holdco. The value of CCI's membership interest in
Charter Holdco will be determined by reference to the average trading
price of our Class A common stock at the time of exchange, taking into
consideration any other debts and/or assets of CCI.
- The exchange ratio will be calculated so that the Rifkin sellers will be
issued the number of shares of our Class A common stock equal in value
to the membership units being exchanged.
- The exchange ratio for these common membership units will be determined
by reference to the twenty-day average trading price of our Class A
common stock prior to the exchange. If we reasonably determine that the
issuance of shares of our Class A common stock in exchange for these
common membership units would have to be registered under the Securities
Act, we will have the right to purchase or register the units.
70
<PAGE> 74
Depending on the level of seller interest, this rollover equity, if issued,
would be valued between approximately $25 million and $250 million. Because the
terms of this equity have not been finalized, and seller participation has not
been determined, we cannot be certain that any equity will be issued to the
Rifkin sellers or that the cash portion of the purchase price will be reduced
below $1.46 billion. It is also contemplated that these sellers will be granted
registration rights with respect to the shares of our Class A common stock
issued in exchange for membership units in Charter Holdco. These rights will
most likely include "piggy back" and two "demand" registration rights. The
demand registration rights would be exercisable with respect to shares of Class
A common stock with a minimum value to be determined and not until we are
eligible to file a registration statement on Form S-3 under the Securities Act
of 1933.
Rifkin owns cable systems primarily in Florida, Georgia, Illinois, Indiana,
Tennessee, Virginia and West Virginia and serves approximately 463,000
customers. For the three months ended March 31, 1999, Rifkin had revenues of
approximately $50.9 million, EBITDA of approximately $19.2 million and cash
flows used in operating activities of approximately $0.6 million. For the year
ended December 31, 1998, Rifkin had revenues of approximately $124.4 million,
EBITDA of approximately $56.5 million and cash flows from operating activities
of approximately $40.4 million. As of March 31, 1999, there was $229.5 million
total principal and accrued interest outstanding under the Rifkin notes. At
year-end 1998, approximately 36% of Rifkin's customers were served by systems
with at least 550 megahertz bandwidth capacity. Following regulatory approvals,
we anticipate that this transaction will close during the third or fourth
quarter of 1999.
AVALON. In May 1999, we entered into an agreement to purchase directly and
indirectly, all of the equity interests of Avalon Cable LLC from Avalon Cable
Holdings LLC and Avalon Investors, L.L.C. for approximately $845 million in cash
and assumed debt. Avalon Cable operates primarily in Michigan and New England
and serves approximately 260,000 customers. For the three months ended March 31,
1999, Avalon Cable had revenues of approximately $24.6 million, EBITDA of
approximately $11.4 million and cash flows from operating activities of
approximately $10.6 million. For the year ended December 31, 1998, Avalon Cable
had revenues of approximately $18.2 million, EBITDA of approximately $1.0
million and cash flows from operating activities of approximately $7.3 million.
As of March 31, 1999, there was $150.7 million, $114.8 million and $177.4
million total principal outstanding under the Avalon 9 3/8% notes, the Avalon
11 7/8% notes and the Avalon credit facilities, respectively. At year-end 1998,
approximately 21% of Avalon Cable's customers were served by systems with at
least 550 megahertz bandwidth capacity. Following regulatory approvals, we
anticipate that the transaction will close during the fourth quarter of 1999.
FANCH. In May 1999, Charter Investment entered into an agreement to
purchase 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. and Cable
Systems, Inc. for a total combined purchase price of approximately $2.4 billion.
Charter Investment has assigned its rights under the purchase agreement to
Charter Holdco. The cable television systems to be acquired in this acquisition
are located in Colorado, Indiana, Kansas, Kentucky, Michigan, Mississippi, New
Mexico, Oklahoma, Texas and Wisconsin, and serve approximately 519,000
customers. For the three months ended March 31, 1999, the cable systems to be
acquired had revenues of approximately $48.9 million, EBITDA of approximately
$25.2 million and cash flows from operating activities of approximately ($1.8)
million. For the year ended December 31, 1998, the systems to be acquired had
revenues of approximately $141.1 million, EBITDA of approximately $67.4 million
and cash flows from operating activities of approximately $72.8 million. As of
March 31, 1999, there was $21.9 million total principal and interest outstanding
under the Fanch credit facilities. At year-end 1998, approximately half of these
systems' customers were
71
<PAGE> 75
served by systems with at least 550 megahertz bandwidth capacity. Following
regulatory approvals, we anticipate that this transaction will close during the
last quarter of 1999.
FALCON. In May 1999, Charter Investment entered into an agreement to
purchase 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. Charter Investment has assigned its rights under the
purchase agreement to Charter Holdco. Under the Falcon purchase agreements,
Falcon Holding Group, L.P. has agreed to contribute to Charter Holdco a portion
of its partnership interest in Falcon Communications, L.P. in exchange for
membership units in Charter Holdco on the following terms:
- The purchase price for the transaction is approximately $3.6 billion in
cash, membership interests in Charter Holdco and assumed debt. From $450
to $550 million of the purchase price will be paid in the form of
membership units in Charter Holdco. The exact minimum amount of purchase
price payable in membership units will be determined by reference to a
formula in the purchase agreement.
- The exact number of membership units in Charter Holdco to be issued will
be determined according to a formula intended to value Charter Holdco at
the closing of the acquisition, taking into consideration many factors,
including the value of our pending acquisition targets and our debt
levels.
- The membership units in Charter Holdco issued to Falcon Holding will be
exchangeable at any time for shares of our Class A common stock, but we
have the obligation to register or purchase the membership units if the
issuance of shares of our Class A common stock in exchange for these
units would require registration under the Securities Act.
- The exchange ratio will be calculated to issue to Falcon Holding the
number of shares of our Class A common stock equal in value to the
membership units being exchanged.
- If the units are exchanged concurrently with this offering, the shares of
our Class A common stock will be valued at the initial public offering
price.
- If the units are exchanged after this offering, the shares of Class A
common stock will be valued by reference to a twenty-day average trading
price of our Class A common stock. The membership units in Charter Holdco
will be valued by reference to the twenty-day average trading price and
by using it to determine the value of CCI's membership interest in
Charter Holdco, taking into consideration many factors, including the
value of our pending acquisition targets and our debt levels.
- If the Falcon acquisition is consummated prior to or concurrently with
this offering, Falcon Holding has agreed to exercise its right to
exchange the membership units immediately prior to this offering, so long
as certain tax requirements are satisfied.
If Mr. Allen sells 25% or more of his interest in Charter Investment, or if
Charter Investment sells 25% or more of its interest in us, Falcon Holding will
have the right to participate in certain of Mr. Allen's or Charter Investment's
sales. Falcon Holding will have "piggyback" registration rights and, beginning
180 days after the offering, up to four "demand" registration rights with
respect to the Class A common stock issued in exchange for the membership units
in Charter Holdco. The demand registration rights must be exercised with respect
to tranches of Class A common stock worth at least $40 million at the time of
notice of demand or at least $60 million at the initial public offering price. A
majority of the holders of Class A common stock making a demand may also require
us to satisfy our registration obligations by filing a shelf-registration
statement. The selling holders of our Class A common stock may also exercise
their "piggy back" rights with respect to this offering, to the extent the
offering occurs concurrently with the
72
<PAGE> 76
closing of the Falcon acquisition. The registration rights terminate with
respect to any shares of our Class A common stock that:
- are covered by an effective registration statement under the Securities
Act of 1933;
- have been validly sold and are not restricted securities with respect to
the transferee under the securities laws;
- may be validly sold under Rule 144 under the Securities Act of 1933 and
without restriction by the volume limitations thereunder; or
- are no longer outstanding.
The systems to be acquired are located in California and the Pacific
Northwest, Missouri, North Carolina, Alabama and Georgia and serve approximately
1 million customers. For the three months ended March 31, 1999, the cable
systems to be acquired had revenues of approximately $105.8 million, EBITDA of
approximately $58.7 million and cash flows from operating activities of
approximately $29.4 million. For the year ended December 31, 1998, the cable
systems to be acquired had revenues of approximately $307.6 million, EBITDA of
approximately $143.2 million and cash flows from operating activities of
approximately $71.6 million. As of March 31, 1999, there was $675.1 million
total principal and interest outstanding under the Falcon debentures. At
year-end 1998, approximately 19% of the customers of the systems to be acquired
were served by systems with at least 550 megahertz bandwidth capacity. Following
regulatory approvals, we anticipate that the transaction will close during the
fourth quarter of 1999.
BRESNAN. In June 1999, Charter Holdco entered into an agreement to purchase
Bresnan Communications Company Limited Partnership for a purchase price of
approximately $1.1 billion in cash and $1.0 billion in the form of equity in
Charter Holdco. We also agreed to assume approximately $1.0 billion in debt. The
equity portion of the purchase price will be membership units in Charter Holdco,
the total amount of which is currently calculated to equal 6.14% of the total
membership interests in Charter Holdco. We calculated this percentage interest
based on a number of assumptions about Charter Holdco and our pending
acquisitions, including our debt, the value of our pending acquisition targets
and the enterprise value of Charter Holdco. Accordingly, this percentage
interest may change at or prior to the closing of the Bresnan acquisition. The
holders of the membership units may exchange all or part of their units at any
time for shares of our Class A common stock. The exchange ratio will be
calculated as follows:
- If we have no assets or debt other than our interest in Charter Holdco at
the time of the exchange, each exchanging holder of membership units will
receive the number of shares of our Class A common stock representing an
indirect equity interest in Charter Holdco equal to the holder's
pre-exchange direct equity interest in Charter Holdco.
- If we have assets or debt other than our interest in Charter Holdco at
the time of the exchange, each exchanging holder of membership units will
receive a number of shares of our Class A common stock equal in value to
the holder's membership units in Charter Holdco, taking into
consideration many factors, including the value of our pending
acquisition targets and our debt levels.
If necessary, the value of the shares of our Class A common stock issued in
exchange for membership units will be calculated as follows:
- if the exchange right is exercised concurrently with this offering,
according to the initial public offering price; or
- if the exchange right is exercised after this offering, according to the
twenty-day average trading price.
If Mr. Allen sells 25% or more of his interest in Charter Investment, or if
Charter Investment sells 25% or more of its interest in us, the Bresnan sellers
will have the right to participate in
73
<PAGE> 77
certain of Mr. Allen's or Charter Investment's sales. Collectively, the Bresnan
sellers will have "piggyback" registration rights and, beginning 180 days after
this offering, up to four "demand" registration rights with respect to our Class
A common stock issued in exchange for the membership units in Charter Holdco.
The demand registration rights must be exercised with respect to tranches of our
Class A common stock worth at least $40 million at the time of notice of demand
or at least $60 million at the initial public offering price. The registration
rights terminate with respect to any shares of our Class A common stock that:
- are covered by an effective registration statement under the Securities
Act of 1933;
- have been validly sold and are not restricted securities with respect to
the transferee under the securities laws;
- may be validly sold under Rule 144 under the Securities Act of 1933 and
without restriction by the volume limitations thereunder; or
- are no longer outstanding.
TCI Bresnan LLC will have the right to put to Charter Holdco its membership
units or shares of Class A common stock issued in exchange for its membership
units. After 2002 and through 2010, TCI Bresnan may exercise this right once a
year during the 90-day period following each anniversary of the Bresnan closing
and no more than twice in total.
The cable television systems to be acquired in this acquisition are located
in Michigan, Minnesota, Wisconsin and Nebraska and serve approximately 656,000
customers. For the three months ended March 31, 1999, the Bresnan cable systems
we are buying had revenues of approximately $67.3 million, EBITDA of
approximately $26.3 million and cash flows from operating activities of
approximately $10.9 million. For the year ended December 31, 1998, these systems
had revenues of approximately $262.0 million, EBITDA of approximately $138.0
million and cash flows from operating activities of approximately $102.4
million. As of March 31, 1999, there was $445 million and $501.6 million total
principal and interest outstanding under the Bresnan notes and credit
facilities. At year-end 1998, approximately 61% of these systems' customers were
served by systems with at least 550 megahertz bandwidth capacity. Following
regulatory approvals, we anticipate that this transaction will close during the
first quarter of 2000.
OTHER ACQUISITIONS. In addition to the acquisitions described above,
Charter Investment and Charter Communications, LLC have entered into definitive
agreements for such subsidiary to purchase Vista Broadband Communications, LLC
and certain cable assets of Cable Satellite of South Miami, Inc. These cable
systems are located in Georgia and southern Florida and serve a total of
approximately 36,000 customers. The total purchase price for these other
acquisitions is approximately $148 million. For the three months ended March 31,
1999, these systems to be acquired had revenues of approximately $3.4 million,
EBITDA of approximately $1.8 million and cash flows from operating activities of
approximately $1.5 million. For the year ended December 31, 1998, the cable
systems to be acquired in connection with these other acquisitions had revenues
of $9.3 million, EBITDA of approximately $4.7 million and cash flows from
operating activities of approximately $4.1 million.
MARCUS MERGER. On April 7, 1999, the holding company parent of the Marcus
companies merged into one of our subsidiaries, which was the surviving entity of
the merger. The subsidiaries of the Marcus holding company thereby became our
subsidiaries. Mr. Allen and a corporation he controlled, had entered into the
agreement to purchase the Marcus cable systems in April 1998. In October 1998
and pending the Marcus merger, the Marcus cable systems came under common
operating management with us.
74
<PAGE> 78
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. More than 85% of our customers
subscribe 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 for additional channels, either individually or in packages of
several channels, as add-ons to the basic channels. About 25% of our customers
subscribe for premium channels, with additional customers subscribing for 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. As of March 31, 1999, the average monthly fee was
$11.07 for 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. As of March 31,
1999, the average monthly fee was $18.80 for 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. As of
March 31, 1999, the average monthly fee was $6.47 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 $3 to $9 for movies. For special events,
such as championship boxing matches, we have charged a fee of up to
$49.99.
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 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
75
<PAGE> 79
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, through television set-top converter boxes,
cable modems installed in personal computers and traditional telephone
Internet access;
- interactive services, such as Wink; and
- telephony and data transmission services.
We believe that we are well positioned to compete with other providers of
these services due to the high bandwidth of cable technology and our ability to
access homes and businesses.
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 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 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 varied based on programming content
theme 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 current 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 basic and expanded basic tiers of service.
These tiers of services retail for $6.95 per month. As of June 30, 1999, we had
in excess of 8,700 customers subscribing to digital services offered by sixteen
of our cable systems, which serve approximately 330,000 basic cable customers.
By December 31, 1999, we anticipate that approximately 2 million of our
customers will be served by cable systems capable of delivering digital
services.
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.
76
<PAGE> 80
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 28.8 kilobits per second
telephone modem. Furthermore, a two-way communication cable system using the HFC
architecture can support the entire connection at cable modem speeds without any
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 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 25% of 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, however, 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 29 markets including: Los Angeles, California; St.
Louis, Missouri; and Fort Worth, Texas. Generally, we offer Internet access
through cable modems to our customers in systems that have been upgraded to at
least 550 megahertz bandwidth capacity.
As of June 30, 1999, we provided Internet access service to approximately
13,460 homes and 160 businesses. The following table indicates the historical
and projected availability of cable modem Internet access services in our
systems, pro forma for our recent and pending acquisitions as of the dates
indicated. Only a small percentage of the homes passed currently subscribe to
these services.
<TABLE>
<CAPTION>
HOMES PASSED BY
ADVANCED DATA SERVICES
----------------------------------
JUNE 30, 1999 DECEMBER 31, 1999
------------- -----------------
(ACTUAL) (PROJECTED)
<S> <C> <C>
High Speed Access Corp. ............................ 671,618 1,101,077
EarthLink........................................... 661,273 775,823
At Home............................................. 387,860 1,004,420
In-House/Other...................................... -- 584,054
Convergence.com..................................... -- 404,097
Road Runner......................................... -- 73,720
--------- ---------
Total Homes Passed............................... 1,720,751 3,943,191
========= =========
</TABLE>
We have an agreement with EarthLink, an independent Internet service
provider, to provide as a private label service Charter Pipeline(TM), which is a
cable modem-based, high-speed Internet access service we offer. We currently
charge a monthly usage fee of between $24.95 and $34.95.
77
<PAGE> 81
Our customers have the option to lease a cable modem for $10 to $15 a month or
to purchase a modem for between $300 and $400. As of June 30, 1999, we offered
EarthLink Internet access to approximately 660,000 of our homes passed and have
approximately 5,800 customers.
We have a relationship with High Speed Access 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(TM) 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 At Home. 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 June 30,
1999, High Speed Access offered Internet access to approximately 670,000 of our
homes passed, and approximately 7,000 customers have signed up for the service.
During the remaining 6 months of 1999, we, jointly with High Speed Access, plan
to launch service in an additional 18 systems, covering approximately 429,500
additional homes passed. Vulcan Ventures, Inc., a company controlled by Mr.
Allen, has an equity investment in High Speed Access. See "Certain Relationships
and Related Transactions".
We also have a revenue sharing agreement with At Home, under which At Home
currently provides Internet service to customers in our systems serving Fort
Worth, University Park and Highland Park, Texas. The At Home network provides
high-speed, cable modem-based Internet access using our cable infrastructure. As
of June 30, 1999, we offered At Home Internet service to approximately 388,000
of our homes passed and had approximately 3,000 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 Cal
Tech, 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, 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.
Customers who opt for television-based Internet access are generally
first-time users who prefer this more user-friendly interface. Of these users,
41% use WorldGate at least once a day, and 77% use it at least once a week.
Although the WorldGate service bears the WorldGate brand name, the Internet
domain name of the customers who use this service is "Charter.net". This allows
the customer to switch or expand to our other Internet services without a change
of e-mail address.
78
<PAGE> 82
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 our systems in Logan, Utah, Maryville, Illinois and Newtown, Connecticut, and
plan to introduce it in eight additional systems by December 31, 1999. Charter
Investment owns a minority interest in WorldGate. See "Certain Relationships and
Related Transactions". As of June 30, 1999, we provided WorldGate Internet
service to approximately 4,300 customers.
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. See "Certain
Relationships and Related Transactions".
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. Each time one of our
customers uses Wink to request certain additional information or order an
advertised product, we receive fees from Wink.
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.
MISCELLANEOUS SERVICES. We also offer paging services to our customers in
certain markets. As of June 30, 1999, we had approximately 9,400 paging
customers. We also lease our fiber-optic cable plant and equipment to commercial
and non-commercial users of data and voice telecommunications services.
OUR SYSTEMS
As of March 31, 1999, our systems consisted of approximately 65,900 miles
of coaxial and approximately 8,500 sheath miles of fiber optic cable passing
approximately 4.0 million households and serving approximately 2.3 million
customers. As of March 31, 1999, approximately 60% of our customers were served
by systems with at least 550 megahertz bandwidth capacity, approximately 40% had
at least 750 megahertz bandwidth capacity and approximately 35% were served by
systems capable of providing two-way interactive communication capability, such
as two-way Internet connections, Wink services and interactive program guides.
These amounts do not reflect the impact of our recent or pending acquisitions.
OPERATING REGIONS. To manage and operate our systems, we have established
two divisions that contain a total of seven operating regions: Western; Central;
MetroPlex (Dallas/Ft.
79
<PAGE> 83
Worth); North Central; Northeast; Southeast; and Southern. Each of the two
divisions is managed by a Senior Vice President who reports directly to Jerald
L. Kent and is responsible for overall supervision of the operating regions
within. 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 groups known as "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. We
anticipate that we will reorganize into a total of eleven regions with the
closings of our pending acquisitions.
80
<PAGE> 84
The following table provides an overview of selected technical, operating
and financial data for each of our operating regions for the three months ended
March 31, 1999. The following table does not reflect the impact of our recent or
pending acquisitions. We currently serve approximately 2.7 million customers
after giving effect to our recently completed acquisitions and approximately 6.2
million customers after giving effect to our recent and pending acquisitions.
SELECTED TECHNICAL, OPERATING AND FINANCIAL DATA BY OPERATING REGION
FOR THE THREE MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
NORTH
WESTERN CENTRAL METROPLEX CENTRAL NORTHEAST SOUTHEAST SOUTHERN TOTAL
------- ------- --------- ------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TECHNICAL DATA:
Miles of coaxial cable....... 7,500 8,800 5,700 10,000 4,600 16,700 12,600 65,900
Density(a)................... 132 67 85 60 32 39 40 60
Headends..................... 21 34 16 86 7 60 59 283
Planned headend
eliminations............... 3 3 1 30 0 11 8 56
Plant bandwidth(b):
450 megahertz or less........ 21.9% 53.7% 28.0% 41.9% 51.2% 37.9% 58.2% 42.7%
550 megahertz................ 8.0% 10.2% 14.4% 12.9% 33.5% 25.6% 13.8% 16.9%
750 megahertz or greater..... 70.1% 36.1% 57.6% 45.2% 15.4% 36.5% 28.0% 40.4%
Two-way capability........... 55.6% 45.5% 62.2% 56.2% 15.4% 15.5% 19.8% 35.1%
OPERATING DATA:
Homes passed................. 993,000 592,000 486,000 603,000 148,000 648,000 507,000 3,977,000
Basic customers.............. 502,000 363,000 186,000 399,000 124,000 451,000 319,000 2,344,000
Basic penetration(c)......... 50.6% 61.3% 38.3% 66.2% 83.8% 69.6% 62.9% 58.9%
Premium units................ 316,000 203,000 133,000 146,000 118,000 254,000 152,000 1,322,000
Premium penetration(d)....... 62.9% 55.9% 71.5% 36.6% 95.2% 56.3% 47.6% 56.4%
FINANCIAL DATA:
Revenues, in millions(e)..... $65.7 $47.9 $25.6 $44.6 $15.9 $49.2 $37.2 $286.1
Average monthly total revenue
per customer(f)............ $43.63 $43.99 $45.88 $37.26 $42.74 $36.36 $38.87 $40.69
</TABLE>
- -------------------------
(a) Represents homes passed divided by miles of coaxial cable.
(b) Represents percentage of basic customers within a region served by the
indicated plant bandwidth.
(c) Represents basic customers as a percentage of homes passed.
(d) Represents premium units as a percentage of basic customers.
(e) Gives effect to all acquisitions and dispositions as if they had occurred on
January 1, 1999. See "Unaudited Pro Forma Financial Statement and Operating
Data".
(f) Represents total revenues divided by three divided by the number of
customers at period end.
81
<PAGE> 85
WESTERN REGION. The Western Region consists of cable systems serving
approximately 502,000 customers located entirely in the state of California,
with approximately 401,000 customers located within the Los Angeles metropolitan
area. These customers reside primarily in the communities of Pasadena, Alhambra,
Glendale, Long Beach and Riverside. We also have approximately 101,000 customers
in central California, principally located in the communities of San Luis
Obispo, West Sacramento and Turlock. The Western Region will also be responsible
for managing the approximately 4,000 customers associated with the pending
acquisition of Rifkin. According to National Decision Systems, the projected
median household growth in the counties currently served by this region's
systems is 5.2% for the period ending 2003, which matches the projected U.S.
median household growth of 5.2% for the same period.
The Western Region's cable systems have been significantly upgraded with
approximately 78% of the region's customers served by cable systems with at
least 550 megahertz bandwidth capacity as of March 31, 1999. The planned upgrade
of the Western Region's cable systems will reduce the number of headends from 21
to 18 by December 31, 2001. We expect that by December 31, 2001, 99% of this
region's customers will be served by systems with at least 550 megahertz
bandwidth capacity and two-way communication capability.
CENTRAL REGION. The Central Region consists of cable systems serving
approximately 363,000 customers of which approximately 247,000 customers reside
in and around St. Louis County or in adjacent areas in Illinois, and over 94%
are served by two headends. The remaining approximately 116,000 of these
customers reside in Indiana, and these systems are primarily classic cable
systems serving small to medium-sized communities. The Indiana systems will be
"swapped" as part of the InterMedia transaction. See "-- Recent Events". The
Central Region will also be responsible for managing approximately 112,000
customers associated with the pending acquisition of Rifkin. According to
National Decision Systems, the projected median household growth in the counties
currently served by this region's systems is 4.7% for the period ending 2003,
versus the projected U.S. median household growth of 5.2% for the same period.
As of March 31, 1999, approximately 46% of the Central Region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
majority of the cable plants in the Illinois systems have been upgraded to 750
megahertz bandwidth capacity. The planned upgrade of the Central Region's cable
systems will reduce the number of headends from 34 to 31 by December 31, 2001.
We have begun a three-year project, scheduled for completion in 2001, to upgrade
the cable plant in St. Louis County, serving approximately 175,000 customers, to
870 megahertz bandwidth capability. We expect that by December 31, 2001,
approximately 89% of this region's customers will be served by cable systems
with at least 550 megahertz bandwidth capacity and two-way communication
capability.
METROPLEX REGION. The MetroPlex Region consists of cable systems serving
approximately 186,000 customers of which approximately 129,000 are served by the
Ft. Worth system. The systems in this region serve one of the fastest growing
areas of Texas. The anticipated population growth combined with the existing low
basic penetration rate of approximately 43% offers significant potential to
increase the total number of customers and the associated revenue and cash flow
in this region. According to National Decision Systems, the projected median
household growth in the counties currently served by this region's systems is
8.4% for the period ending 2003, versus the projected U.S. median household
growth of 5.2% for the same period.
The MetroPlex Region's cable systems have been significantly upgraded with
approximately 72% of the region's customers served by cable systems with at
least 550 megahertz bandwidth capacity as of March 31, 1999. In 1997, we began
to upgrade the Ft. Worth system to 870 megahertz of bandwidth capacity. We
expect to complete this project during 1999. The planned upgrade of the
MetroPlex Region's cable systems will reduce the number of headends from 16 to
15 by December 31, 2001. We expect that by December 31, 2001, approximately 98%
of this
82
<PAGE> 86
region's customers will be served by cable systems with at least 550 megahertz
bandwidth capacity and two-way communication capability.
NORTH CENTRAL REGION. The North Central Region consists of cable systems
serving approximately 399,000 customers. These customers are primarily located
throughout the state of Wisconsin, along with a small system of approximately
27,000 customers in Rosemont, Minnesota, a suburb of Minneapolis. Within the
state of Wisconsin, the four largest operating clusters are located in and
around Eau Claire, Fond du Lac, Janesville and Wausau. According to National
Decision Systems, the projected median household growth in the counties
currently served by this region's systems is 5.4% for the period ending 2003,
versus the projected U.S. median household growth of 5.2% for the same period.
As of March 31, 1999, approximately 58% of the North Central Region's
customers were served by cable systems with at least 550 megahertz bandwidth
capacity. The planned upgrade of the North Central Region's cable systems will
reduce the number of headends from 86 to 56 by December 31, 2001. We plan to
rebuild much of the region's cable plant, and expect that by December 31, 2001,
approximately 93% of this region's customers will be served by cable systems
with capacity between 550 megahertz and 750 megahertz of bandwidth capacity and
two-way communication capability.
NORTHEAST REGION. The Northeast Region consists of cable systems serving
approximately 124,000 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, Massachusetts, and are included
in the New York, Hartford, and Boston areas of demographic influence. According
to National Decision Systems, the projected median household growth in the
counties currently served by this region's systems is 3.7% for the period ending
2003, versus the projected U.S. median household growth of 5.2% for the same
period.
As of March 31, 1999, approximately 49% of the Northeast Region's customers
were served by cable systems with at least 550 megahertz of bandwidth capacity.
We have begun to rebuild this region's cable plant, and expect that by December
31, 2001, all of this region's customers will be served by cable systems with at
least 750 megahertz bandwidth capacity and two-way communication capability.
SOUTHEAST REGION. The Southeast Region consists of cable systems serving
approximately 451,000 customers residing primarily in small to medium-sized
communities in North Carolina, South Carolina, Georgia and eastern Tennessee.
There are significant clusters of cable systems in and around the cities and
counties of Greenville/Spartanburg, South Carolina; Hickory and Asheville, North
Carolina; Henry County, Georgia, a suburb of Atlanta; and Johnson City,
Tennessee. These areas have experienced rapid population growth over the past
few years, contributing to the high rate of internal customer growth for these
systems. According to National Decision Systems, the projected median household
growth in the counties currently served by this region's systems is 6.9% for the
period ending 2003, versus the projected U.S. median household growth of 5.2%
for the same period. In addition, the Southeast Region will be responsible for
managing an aggregate of 541,000 customers associated with the InterMedia,
Rifkin and Cable Satellite acquisitions.
As of March 31, 1999, approximately 62% of the Southeast Region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the Southeast Region's cable systems will reduce the number
of headends from 60 to 49 by December 31, 2001. The rebuild program for this
region is anticipated to result in approximately 94% of this region's customer
base being served by cable systems with at least 550 megahertz bandwidth
capacity and two-way communication capability by December 31, 2001.
SOUTHERN REGION. The Southern Region consists of cable systems serving
approximately 319,000 customers located primarily in the states of Louisiana,
Alabama, Kentucky, Mississippi
83
<PAGE> 87
and central Tennessee. In addition, the Southern Region includes systems in
Kansas, Colorado, Utah and Montana. The Southern Region has significant clusters
of cable systems in and around the cities of Birmingham, Alabama; Nashville,
Tennessee; and New Orleans, Louisiana. According to National Decision Systems,
the projected median household growth in the counties currently served by this
region's systems is 6.3% for the period ending 2003, versus the projected U.S.
median household growth of 5.2% for the same period. In addition, the Southern
Region will be responsible for managing an aggregate of 335,000 customers
associated with the InterMedia and Rifkin acquisitions.
As of March 31, 1999, approximately 42% of the Southern Region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the Southeast Region's cable systems will reduce the number
of headends from 59 to 51 by December 31, 2001. The rebuild program for this
region is anticipated to result in approximately 75% of this region's customer
base being served by cable systems with at least 550 megahertz bandwidth
capacity and with two-way communication capability by December 31, 2001.
PLANT AND TECHNOLOGY OVERVIEW. We have engaged in an aggressive program to
upgrade our existing cable plant over the next three years. As such, we intend
to invest approximately $5.5 billion from January 1, 2000 through December 31,
2002, with approximately $2.9 billion of that amount used to rebuild and upgrade
our existing cable plant. The remaining capital will be spent on plant
extensions, new services, converters and system maintenance.
The following table describes the current technological state of our
systems and the anticipated progress of planned upgrades through 2001, 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>
March 31, 1999.................. 42.7% 16.9% 40.4% 35.1%
December 31, 1999............... 23.9% 20.1% 56.0% 65.2%
December 31, 2000............... 12.9% 22.2% 64.9% 81.4%
December 31, 2001............... 7.7% 21.5% 70.8% 91.8%
</TABLE>
We have adopted the hybrid fiber optic/coaxial architecture, referred to as
the HFC architecture, as the standard for our ongoing systems upgrades. The 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 connect
fiber optic cable to individual nodes serving an average of 800 homes or
commercial 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.
Coaxial cable is then connected from each node to the individual homes or
buildings. 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 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
service and reducing the number of households affected by disruptions in
the network; and
84
<PAGE> 88
- sufficient dedicated bandwidth for two-way services, which avoids reverse
signal interference problems that can otherwise occur with 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. 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.
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. Our
on-time service call rate was 99.8% in 1997, and 99.7% in 1998.
As of March 31, 1999, we maintained eight call centers located in our seven
regions, which handle customer call volume for more than 58% 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. We also maintain approximately 143 field
offices, and employ approximately 1,200 customer service representatives
throughout our systems. 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. We have approximately
2,300 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 within the
towns and cities we 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
85
<PAGE> 89
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 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 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;
- deepen the penetration of the advanced digital platform within the home;
- target households based on demographic data;
- 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
86
<PAGE> 90
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.
Our marketing professionals have also received numerous industry awards
within the last two years, including the Cable and Telecommunication Association
of Marketers' awards for consumer research and best advertising and marketing
programs.
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. As a result of
this package, HBO recognized us as a top performing customer. 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. See "-- Sales
and Marketing".
PROGRAMMING SOURCES. We obtain basic and premium programming from a number
of suppliers, usually pursuant to a written contract. We obtain approximately
50% of our programming through contracts entered into directly with a
programming supplier. We obtain 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. 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. For
home shopping channels, we may receive a percentage of the amount spent in home
shopping purchases by our customers on channels we carry. In 1998, these
revenues totalled approximately $5 million.
Our programming contracts generally continue for a fixed period of time,
usually from three to ten years. Although longer contract terms are available,
we prefer to limit contracts to three
87
<PAGE> 91
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.
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 now contract through TeleSynergy for approximately 50% of our programming. We
believe our partnership in TeleSynergy limits increases in our programming costs
relative to what the increases would otherwise be, although given our increased
size and purchasing ability the effect may not be material. This is because some
programming suppliers offer advantageous pricing terms to cable operators whose
number of customers exceeds thresholds established by such programming
suppliers. Our increase in size in 1999 should provide increased bargaining
power resulting in an ability to limit increases in programming costs.
Management believes it will, as a general matter, be able to pass increases in
its programming costs through to customers, although we cannot assure you that
it will be possible.
RATES
Pursuant to the FCC'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 a 11.25% rate of return. We have
unbundled these charges from the charges for the provision of cable service.
Rates charged to customers vary based on the market served and service
selected, and are typically adjusted on an annual basis. As of March 31, 1999,
the average monthly fee was $11.07 for basic service and $18.80 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".
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
88
<PAGE> 92
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.
FRANCHISES
As of June 30, 1999, our systems operated pursuant to an aggregate of 1,247
franchises, permits and similar authorizations issued by local and state
governmental authorities. 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 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 4 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. See "Risk
Factors--Risks Related to Regulatory and Legislative Matters". Industry". The
following table summarizes our systems' franchises by year of expiration, and
approximate number of basic customers as of June 30, 1999 and does not reflect
acquisitions completed in 1999 or our pending acquisitions.
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
NUMBER OF OF TOTAL TOTAL BASIC OF TOTAL
YEAR OF FRANCHISE EXPIRATION FRANCHISES FRANCHISES CUSTOMERS CUSTOMERS
- ---------------------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Prior to December 31, 1999............ 132 10% 349,000 13%
2000 to 2002.......................... 234 19% 563,000 21%
2003 to 2005.......................... 263 21% 536,000 20%
2006 or after......................... 618 50% 1,234,000 46%
----- --- --------- ---
Total............................ 1,247 100% 2,682,000 100%
</TABLE>
89
<PAGE> 93
Under the 1996 Telecom Act, cable operators are not required to obtain
franchises in order to provide telecommunications services, and granting
authorities are prohibited from limiting, restricting or conditioning the
provision of such services. In addition, 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.
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 Internet protocol
telephony, we will face competition from other providers of each type of
service. See "Risk Factors -- We operate in a very competitive business
environment which could adversely affect our business and operations".
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, customers will come to expect a variety of services from a single
provider. While the TCI/AT&T merger has 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 a traditional "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 approximately 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 cable system. DBS, however, is limited in the local
programming it can provide because of the current capacity limitations of
satellite technology. In addition, existing copyright rules restrict the ability
of DBS providers to offer local broadcast programming. Congress is now
considering legislation that would remove these legal obstacles. After recent
mergers, the two primary DBS providers are DIRECTV and
90
<PAGE> 94
EchoStar Communications Corporation. America Online Inc., the nation's leading
provider of Internet services has recently announced a plan to invest $1.5
billion in Hughes Electronics Corp., DIRECTV, Inc.'s parent company, and these
companies intend to jointly market America Online's prospective Internet
television service to DIRECTV's DBS customers.
- 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. Although still relatively
uncommon, 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 the 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. 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.
We are aware of overbuild situations in six of our systems located in
Newnan, Columbus and West Point, Georgia; Barron, Wisconsin; and Lanett and
Valley, Alabama. Approximately 44,000 basic customers, 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 four of our systems located in Southlake, Roanoke and Keller,
Texas and Willimantic, Connecticut. These potential overbuild areas service an
aggregate of approximately 45,000 basic customers or approximately 1.9% 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 each of these systems to at least 750
megahertz two-way HFC architecture, with the exceptions of our systems in
Columbus, Georgia, and Willimantic, Connecticut. Upgrades to at least 750
megahertz two-way HFC architecture with respect to these two systems are
expected to be completed by December 31, 2000 and December 31, 2001,
respectively.
- TELEPHONE COMPANIES. 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 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
91
<PAGE> 95
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. 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, is likely to become more
widespread and could adversely affect the profitability and valuation of the
systems.
- SMATV. 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.
- 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. While no longer as significant a competitor, 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.
PROPERTIES
Our principal physical assets consist of cable television plant and
equipment, including signal receiving, encoding and decoding devices, headend
reception facilities, distribution systems and customer drop equipment for each
of our cable television systems. Our cable television plant and related
equipment are generally attached to utility poles under pole rental agreements
with local public utilities and telephone companies, and in certain locations
are buried in underground ducts or trenches. The physical components of our
cable television systems require maintenance and periodic upgrading to keep pace
with technological advances. We own or lease real property for signal reception
sites and business offices in many of the communities served by our systems and
for our principal executive offices. We own most of our service vehicles.
Our subsidiaries own the real property housing our regional data center in
Town & Country, Missouri, as well as the regional office for the Northeast
Region in Newtown, Connecticut and additional owned real estate located in
Hickory, North Carolina; Hammond, Louisiana; and West Sacramento and San Luis
Obispo, California. Our subsidiaries lease space for our regional data center
located in Dallas, Texas and additional locations for business offices
throughout our operating regions. Our headend locations are generally located on
owned or leased parcels of land, and we generally own the towers on which our
equipment is located.
92
<PAGE> 96
All of our properties and assets are subject to liens securing payment of
indebtedness under the existing credit facilities. We believe that our
properties are in good operating condition and are suitable and adequate for our
business operations.
EMPLOYEES
As of the closing of the offering, CCI will have eight employees, all of
whom are senior management. Pursuant to a services agreement between CCI and
Charter Investment, Charter Investment will provide CCI with the necessary
personnel to manage Charter Holdco and its subsidiaries. As of June 30, 1999,
Charter Holdco's subsidiaries had approximately 4,980 full-time equivalent
employees of which 280 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. See "Certain Relationships and
Related Transactions".
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.
LEGAL PROCEEDINGS
We are involved from time to time in routine legal matters incidental to
our business. We believe that the resolution of such matters will not have a
material adverse impact on our financial position or results of operations.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 to register the Class A common stock offered by this
prospectus. This prospectus, which forms a part of the registration statement,
does not contain all the information included in that registration statement.
For further information about us and the Class A common stock offered in this
prospectus, you should refer to the registration statement and its exhibits.
After completion of the offering, we will be required to file annual, quarterly
and other information with the Securities and Exchange Commission. You may read
and copy any document we file with the Commission at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 3475 Lenox
Road, N.E., Suite 1000, Atlanta, Georgia 30326-1232. Copies of such material may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. You can also review
such material by accessing the Commission's Internet web site at
http:// www.sec.gov. This site contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission.
We intend to furnish to each holder of our Class A common stock annual
reports containing audited financial statements and quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year. We will also furnish to each holder of our Class A common stock such other
reports as may be required by law.
93
<PAGE> 97
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 are subject to rate regulation, unless they face "effective competition"
in their local franchise area. Federal law now defines "effective competition"
on a community-specific basis as requiring satisfaction of conditions rarely
satisfied in the current marketplace.
Although the Federal Communications Commission has 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 -- 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 March 31, 1999, local franchising authorities covering approximately
42% of our systems' subscribers 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 rates in the future.
The Federal Communications Commission itself directly administers rate
regulation of cable programming service tiers which typically contains
satellite-delivered programming. Under the 1996 Telecom Act, the Federal
Communications Commission can regulate cable programming service tier rates only
if a local franchising authority first receives at least two rate complaints
from local subscribers and then files a formal complaint with the Federal
Communications Commission. When new cable programming service tier rate
complaints are filed, the Federal Communications Commission considers only
whether the incremental increase is justified and it will not reduce the
previously established cable programming service tier rate. We currently have 45
rate complaints relating to approximately 400,000 subscribers pending at the
Federal Communications Commission. Significantly, the Federal Communications
Commission's authority to regulate cable programming service tier rates expired
on March 31, 1999. The Federal Communications Commission has taken the position
that it will still adjudicate cable programming
94
<PAGE> 98
service tier complaints filed after this sunset date, but no later than 180 days
after the last cable programming service tier rate increase imposed prior to
March 31, 1999, and 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 Federal Communication Commission's rate regulations, 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 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. Premium cable services offered on a per-channel or
per-program basis remain unregulated, as do affirmatively marketed packages
consisting entirely of new programming product. 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 Communication 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. Certain legislators,
however, have called for new rate regulations if unregulated cost rates increase
dramatically. 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 telecommunication 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 telecommunication
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
95
<PAGE> 99
Federal Communications Commission interconnection regulations. Although these
regulations should enable new telecommunications entrants to reach viable
interconnection agreements with incumbent carriers, many issues, including
whether the Federal Communications Commission ultimately can mandate that
incumbent carriers make available specific network elements, remains subject to
further Federal Communications Commission review. Aggressive regulation by the
Federal Communications Commission in this area, if upheld by the courts, 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 a report to Congress 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. Certain Internet
service providers also are attempting to use existing commercial leased access
provisions to gain access to cable system delivery. A petition on this issue is
now pending before the Federal Communications Commission. 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 Portland, Oregon recently upheld the legal ability of local
franchising authority to impose such conditions, but an appeal has been filed.
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, and certain local
exchange carriers have begun offering cable service.
Various local exchange carriers currently are seeking to provide 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 recently reversed
certain of the Federal Communications Commission's open video system rules,
including its preemption of local franchising. That decision may be subject to
further appeal. 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, cable operator
buyouts of co-located local exchange carrier systems, and joint ventures between
cable operators and local exchange carriers in the same market. 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
96
<PAGE> 100
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. Although the 1992 Cable Act also precluded any cable operator from
serving more than 30% of all U.S. domestic cable subscribers, this provision has
been stayed pending further judicial review and Federal Communications
Commission rulemaking.
MUST CARRY/RETRANSMISSION CONSENT. The 1992 Cable Act contains broadcast
signal carriage requirements that, among other things, allow local commercial
television broadcast stations to elect once every three years between "must
carry" status, which requires a cable system to carry the station, or
"retransmission consent" status, where such stations negotiate for payments for
granting permission to the cable operator to carry the station. Less popular
stations typically elect must carry, and more popular stations, such as those
affiliated with a national network, typically elect retransmission consent. 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. A new request has been forwarded to the Federal
Communications Commission, however, requesting 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
could lead to substantial leased activity by Internet service providers and
disrupt our own plans for Internet service.
97
<PAGE> 101
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. Recently, there has
been increased interest 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. These
changes should not have a dramatic impact on us, but would limit potential
competitive advantages we now enjoy.
INSIDE WIRING; SUBSCRIBER ACCESS. In a 1997 Order, 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 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 FCC REGULATIONS. In addition to the Federal Communications
Commission regulations noted above, there are other FCC regulations covering
such areas as:
- equal employment opportunity,
- subscriber privacy,
- programming practices, including, among other things, syndicated program
exclusivity, network program nonduplication, local sports blackouts,
indecent programming, lottery programming, political programming,
sponsorship identification, children's programming advertisements, and
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, and 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
98
<PAGE> 102
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.
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 Association of Songwriters, Composers, Artists and Producers
and Broadcast Music, Inc.. The cable industry and Broadcast Music have reached a
standard licensing agreement, and negotiations with the Association of
Songwriters are ongoing. Although we cannot predict the ultimate outcome of
these industry negotiations 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
99
<PAGE> 103
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, cable operators are not required to obtain
franchises for the provision of telecommunications services, and local
franchising authorities are prohibited from limiting, restricting, or
conditioning the provision of such services. 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.
100
<PAGE> 104
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
As of the completion of the offering, the following will be the directors
and executive officers of CCI.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS AGE POSITION
- -------------------------------- --- --------
<S> <C> <C>
Paul G. Allen................................ 46 Chairman of the Board of Directors
William D. Savoy............................. 34 Director
Jerald L. Kent............................... 42 President, Chief Executive Officer and Director
Barry L. Babcock............................. 52 Vice Chairman
Howard L. Wood............................... 60 Vice Chairman
David G. Barford............................. 40 Senior Vice President of Operations -- Western
Division
Mary Pat Blake............................... 43 Senior Vice President -- Marketing and
Programming
Eric A. Freesmeier........................... 46 Senior Vice President -- Administration
Thomas R. Jokerst............................ 49 Senior Vice President -- Advanced Technology
Development
Kent D. Kalkwarf............................. 39 Senior Vice President and Chief Financial
Officer
Ralph G. Kelly............................... 42 Senior Vice President -- Treasurer
David L. McCall.............................. 43 Senior Vice President of Operations -- Eastern
Division
John C. Pietri............................... 49 Senior Vice President -- Engineering
Steven A. Schumm............................. 46 Executive Vice President, Assistant to the
President
Curtis S. Shaw............................... 50 Senior Vice President, General Counsel and
Secretary
</TABLE>
The following sets forth certain biographical information with respect to
our directors and executive officers.
PAUL G. ALLEN is the Chairman of the Board of Directors of CCI and of the
Board of Directors of Charter Investment. Mr. Allen has been a private investor
for over 10 years, with interests in a wide variety of companies, many of which
focus on multimedia digital communications. These companies include Interval
Research Corporation, of which Mr. Allen is a director, Vulcan Ventures, Inc.,
of which Mr. Allen is the President, Chief Executive Officer and Chairman of the
Board, Vulcan Northwest, Inc., of which Mr. Allen is the Chairman of the Board,
and Vulcan Programming, Inc. In addition, Mr. Allen is the owner and the
Chairman of the Board of the Portland Trail Blazers of the National Basketball
Association, and is the owner and the Chairman of the Board of the Seattle
Seahawks of the National Football League. Mr. Allen currently serves as a
director of Microsoft Corporation and USA Networks, Inc. and also serves as a
director of various private corporations.
WILLIAM D. SAVOY is a director of CC Holdings and Charter Investment. Mr.
Savoy has been Vice President of Vulcan Ventures Inc., President of Vulcan
Northwest and President and a director of Vulcan Programming since 1990. From
1987 until November 1990, Mr. Savoy was employed by Layered, Inc. and became its
President in 1988. Mr. Savoy serves on the Advisory Board of DreamWorks SKG and
also serves as a director of CNET, Inc., Harbinger Corporation, High Speed
Access Corp., Metricom, Inc., Telescan, Inc., Ticketmaster Online -- CitySearch,
U.S. Satellite Broadcasting Co., Inc., and USA Networks, Inc. Mr. Savoy holds a
B.S. in Computer Science, Accounting and Finance from Atlantic Union College.
101
<PAGE> 105
JERALD L. KENT is the President and Chief Executive Officer of CCI and is
President and Chief Executive Officer and a director of CC Holdings and one of
CC Holdings' subsidiaries. Prior to joining CCI, Mr. Kent was President and
Chief Executive Officer and co-founder of Charter Investment. Prior to joining
Charter Investment, Mr. Kent was associated with Cencom Cable Associates, Inc.,
where he served as Executive Vice President and Chief Financial Officer. Mr.
Kent also served Cencom as Senior Vice President of Finance from May 1987,
Senior Vice President of Acquisitions and Finance from July 1988, and Senior
Vice President and Chief Financial Officer from January 1989. Mr. Kent is a
member of the board of directors of High Speed Access Corp. and Cable Television
Laboratories. Prior to that time, Mr. Kent was employed by Arthur Andersen LLP,
where he attained the position of tax manager. Mr. Kent, a certified public
accountant, received his undergraduate and M.B.A. degrees with honors from
Washington University (St. Louis).
BARRY L. BABCOCK is Vice Chairman of CCI and is a co-founder and Vice
Chairman of Charter Investment and has been involved in the cable industry since
1979. Prior to founding Charter Investment in 1994, Mr. Babcock was associated
with Cencom, where he served as the Executive Vice President from February 1986
to September 1991, and was named Chief Operating Officer in May 1986. Mr.
Babcock was one of the founders of Cencom Cable Associates, Inc. and, prior to
the duties he assumed in early 1986, was responsible for all of Cencom's
in-house legal work, contracts and governmental relations. Mr. Babcock serves as
the chairman of the board of directors of Community Telecommunications
Association. He also serves as a director of the National Cable Television
Association, Cable in the Classroom and Mercantile Bank -- St. Louis. Mr.
Babcock, an attorney, received his undergraduate and J.D. degrees from the
University of Oklahoma.
HOWARD L. WOOD is Vice Chairman of CCI and is a co-founder and Vice
Chairman of Charter Investment. Prior to founding Charter Investment, Mr. Wood
was associated with Cencom. Mr. Wood joined Cencom as President, Chief Financial
Officer and Director and assumed the additional position of Chief Executive
Officer effective January 1, 1989. Prior to that time, Mr. Wood was a partner in
Arthur Andersen LLP, certified public accountants, where he served as
Partner-in-Charge of the St. Louis Tax Division from 1973 until joining Cencom.
Mr. Wood is a certified public accountant and a member of the American Institute
of Certified Public Accountants. He also serves as a director of VanLiner Group,
Inc., First State Bank and Gaylord Entertainment Company. Mr. Wood also serves
as Commissioner for the Missouri Department of Conservation. He is also a past
chairman of the board and former director of the St. Louis College of Pharmacy.
Mr. Wood graduated with honors from Washington University (St. Louis) School of
Business.
DAVID G. BARFORD is Senior Vice President of Operations -- Western Division
of CCI, where he has primary responsibility for all cable operations in the
Central, Western, North Central and MetroPlex Regions. Prior to joining CCI, Mr.
Barford had the position of Senior Vice President of Operations with Charter
Investment since July 1995. Prior to joining Charter Investment, he served as
Vice President of Operations and New Business Development for Comcast Cable,
where he held various senior marketing and operating roles over an eight-year
period. Mr. Barford received a B.A. degree from California State University,
Fullerton and an M.B.A. from National University in La Jolla, California.
MARY PAT BLAKE is Senior Vice President -- Marketing and Programming of CCI
and is responsible for all aspects of marketing, sales and programming and
advertising sales. Prior to joining CCI, Ms. Blake held the position of Senior
Vice President -- Marketing and Programming of Charter Investment. Prior to
joining Charter Investment in August 1995, Ms. Blake was active in the emerging
business sector, and formed Blake Investments, Inc. in September 1993, which
created, operated and sold a branded coffeehouse and bakery. From September 1990
to August 1993, Ms. Blake served as Director -- Marketing for Brown Shoe
Company. Ms. Blake has 18 years of experience with senior management
responsibilities in marketing, sales, finance,
102
<PAGE> 106
systems, and general management with companies such as The West Coast Group,
Pepsico Inc.-Taco Bell Division, General Mills, Inc. and ADP Network Services,
Inc. Ms. Blake received a B.S. degree from the University of Minnesota, and an
M.B.A. degree from the Harvard Business School.
ERIC A. FREESMEIER is Senior Vice President -- Administration of CCI and is
responsible for human resources, public relations and communications, corporate
facilities and aviation. Prior to joining CCI, Mr. Freesmeier served as Senior
Vice President -- Administration of Charter Investment since April 1998. From
1986 until joining Charter Investment he served in various executive management
positions at Edison Brothers Stores, Inc., a specialty retail company. His most
recent position was Executive Vice President -- Human Resources and
Administration. From 1974 to 1986, Mr. Freesmeier held management and executive
positions with Montgomery Ward, a national mass merchandise retailer, and its
various subsidiaries. Mr. Freesmeier holds Bachelor of Business degrees in
marketing and industrial relations from the University of Iowa and a Masters of
Management degree in Finance from Northwestern University's Kellogg Graduate
School of Management.
THOMAS R. JOKERST is Senior Vice President -- Advanced Technology
Development of CCI. Prior to joining CCI, Mr. Jokerst was Senior Vice
President -- Advanced Technology Development at Charter Investment. Prior to his
appointment to this position, Mr. Jokerst held the position of Senior Vice
President -- Engineering since December 1993 with Charter Investment. Prior to
joining Charter Investment, from March 1991 to March 1993, Mr. Jokerst served as
Vice President -- Office of Science and Technology for CableTelevision
Laboratories in Boulder, Colorado. From June 1976 to March 1993, Mr. Jokerst was
Director of Engineering for the midwest region of Continental Cablevision. Mr.
Jokerst participates in professional activities with the NCTA, SCTE and Cable
Television Laboratories. Mr. Jokerst is a graduate of Ranken Technical Institute
in St. Louis with a degree in Communications Electronics and Computer Technology
and of Southern Illinois University in Carbondale, Illinois with a degree in
Electronics Technology.
KENT D. KALKWARF is Senior Vice President and Chief Financial Officer of
CCI. Mr. Kalkwarf also serves as Senior Vice President and Chief Financial
Officer of CC Holdings and its subsidiary Charter Communications Holdings
Capital Corp. Prior to joining CCI, Mr. Kalkwarf was Senior Vice President and
Chief Financial Officer of Charter Investment. Prior to joining Charter
Investment, Mr. Kalkwarf was a senior tax manager for Arthur Andersen LLP, from
1982 to July 1995. Mr. Kalkwarf has extensive experience in cable, real estate
and international tax issues. Mr. Kalkwarf has a B.S. degree from Illinois
Wesleyan University and is a certified public accountant.
RALPH G. KELLY is Senior Vice President -- Treasurer of CCI, and is Senior
Vice President -- Treasurer of CC Holdings and its subsidiary Charter
Communications Holdings Capital Corp. Prior to joining CCI, Mr. Kelly was Senior
Vice President -- Treasurer of Charter Investment. Mr. Kelly joined Charter
Investment in 1993 as Vice President -- Finance, a position he held until early
1994 when he became Chief Financial Officer of CableMaxx, Inc., a wireless cable
television operator. Mr. Kelly returned to Charter Investment as Senior Vice
President -- Treasurer in February 1996, and has responsibility for treasury
operations, investor relations and financial reporting. From 1984 to 1993, Mr.
Kelly was associated with Cencom where he held the positions of Controller from
1984 to 1989 and Treasurer from 1990 to 1993. Mr. Kelly is a certified public
accountant and was in the audit division of Arthur Andersen LLP from 1979 to
1984. Mr. Kelly received his undergraduate degree in Accounting from the
University of Missouri -- Columbia and his M.B.A. from Saint Louis University.
DAVID L. MCCALL is Senior Vice President of Operations -- Eastern Division
of CCI. Prior to joining CCI, Mr. McCall was Senior Vice President of Operations
for Charter Investment. Mr. McCall joined Charter Investment in January 1995 as
Regional Vice President of Operations.
103
<PAGE> 107
Prior to joining Charter Investment, Mr. McCall was associated with Crown Cable
and its predecessor company, Cencom, from 1983 to 1994. As a Regional Manager of
Cencom, Mr. McCall's responsibilities included supervising all aspects of
operations for systems located in North Carolina, South Carolina and Georgia,
consisting of over 142,000 customers. From 1977 to 1982, Mr. McCall was System
Manager of Coaxial Cable Developers (known as Teleview Cablevision) in
Simpsonville, South Carolina. Mr. McCall has served as a director of the South
Carolina Cable Television Association for the past ten years.
JOHN C. PIETRI is Senior Vice President -- Engineering of CCI. Prior to
joining CCI, Mr. Pietri served as Senior Vice President -- Engineering with
Charter Investment since January 1999. Prior to joining Charter Investment, Mr.
Pietri was with Marcus in Dallas, Texas for eight years, most recently serving
as Senior Vice President and Chief Technical Officer. Prior to Marcus, Mr.
Pietri served as Regional Technical Operations Manager for West Marc
Communications in Denver, Colorado, and before that he served as Operations
Manager with Minnesota Utility Contracting. Mr. Pietri attended the University
of Wisconsin-Oshkosh.
STEVEN A. SCHUMM is Executive Vice President, Assistant to the President of
CCI, CC Holdings and our subsidiary Charter Communications Holdings Capital
Corp. Mr. Schumm currently directs the MIS Regulatory and Financial Controls
Groups. Prior to joining CCI, Mr. Schumm was Executive Vice President, Assistant
to the President of Charter Investment since December 1998. Prior to joining
Charter Investment, Mr. Schumm was managing partner of the St. Louis office of
Ernst & Young LLP. Mr. Schumm was with Ernst & Young LLP for 24 years and was a
partner of the firm for 14 of those years. Mr. Schumm held various management
positions with Ernst & Young LLP, including the Director of Tax Services for the
three-city area of St. Louis, Kansas City and Wichita and the National Director
of Industry Tax Services. He served as one of 10 members comprising the Firm's
National Tax Committee. Mr. Schumm earned a B.S. degree from Saint Louis
University with a major in Accounting.
CURTIS S. SHAW is Senior Vice President, General Counsel and Secretary of
CCI, CC Holdings and Charter Capital and is responsible for all legal aspects of
their businesses, government relations and the duties of the corporate
secretary. Prior to joining CCI, Mr. Shaw served in the same capacities with
Charter Investment which he joined in February 1997. Prior to joining Charter
Investment, Mr. Shaw served as corporate counsel to NYNEX since 1988. From 1983
until 1988, Mr. Shaw served as Associate General Counsel for Occidental Chemical
Corporation, and, from 1986 until 1988, as Vice President and General Counsel of
its largest operating division. Mr. Shaw has 25 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.
COMMITTEES OF THE BOARD OF DIRECTORS
At the same time CCI completes this offering, it will establish an audit
committee and a compensation committee, each composed of two outside directors.
The audit committee will recommend the annual appointment of CCI's auditors with
whom the audit committee will review the scope of audit and non-audit
assignments and related fees, accounting principles used in CCI's financial
reporting, internal auditing procedures and the adequacy of CCI's internal
control procedures. The compensation committee will make recommendations to the
board regarding compensation for CCI's executive officers.
DIRECTOR COMPENSATION
Directors of CCI who are also employees will not receive any cash
compensation for service on the board of directors or on any board committee.
Non-employee directors will be
104
<PAGE> 108
compensated in a manner to be determined. CCI will reimburse each director for
reasonable out-of-pocket expenses incurred in connection with attending board
and committee meetings.
Officers are appointed by the board of directors and serve at its
discretion.
EMPLOYMENT AGREEMENTS
Effective as of December 23, 1998, Jerald L. Kent entered into an
employment agreement with Charter Investment for a three-year term with
automatic one-year renewals. Under this agreement, Mr. Kent agrees to serve as
President and Chief Executive Officer of Charter Investment, with responsibility
for the nationwide general management, administration and operation of all
present and future business of Charter Investment and its subsidiaries. During
the initial term of the agreement, Mr. Kent will receive a base salary of
$1,250,000, or such higher rate as may from time to time be determined by the
board of directors in its discretion. In addition, Mr. Kent will be 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 Investment. Mr. Kent will be reimbursed by Charter
Investment for life insurance premiums up to $30,000 per year. Also under this
agreement and a related agreement, Mr. Kent received options to purchase three
percent (3%) of the net equity value of Charter Holdco. The options have a term
of ten years and vested twenty-five percent (25%) on December 23, 1998. The
remaining seventy-five percent (75%) will vest 1/36 on the first day of each of
36 months commencing on the first day of the thirteenth month following December
23, 1998.
Charter Investment agrees to 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.
In the event of the expiration of the agreement in accordance with its
terms as a result of Charter Investment giving Mr. Kent notice of its intention
not to extend the initial term, or a termination of the agreement by Mr. Kent
for good reason or by Charter Investment without cause, (a) Charter Investment
will pay to Mr. Kent an amount equal to the aggregate base salary due to Mr.
Kent and the board shall consider additional amounts, if any, to be paid to Mr.
Kent and (b) any unvested options of Mr. Kent shall immediately vest.
CCI will assume all obligations of Charter Investment under Mr. Kent's
employment agreement except with respect to obligations relating to the grant of
options which will remain obligations of Charter Holdco.
Effective as of December 23, 1998, Barry L. Babcock entered into an
employment agreement with Charter Investment for a one-year term with automatic
one-year renewals. Under this agreement, Mr. Babcock agrees to serve as Vice
Chairman of Charter Investment with responsibilities including the government
and public relations of Charter Investment. During the initial term of the
agreement, Mr. Babcock will receive a base salary of $625,000, or such higher
rate as may be determined by the Chief Executive Officer in his discretion. In
addition, Mr. Babcock will be eligible to receive an annual bonus to be
determined by the board of directors at its discretion. Mr. Babcock received a
one-time payment as part of his employment agreement of $500,000.
Under the agreement, Mr. Babcock is entitled to participate in any
disability insurance, pension or other benefit plan afforded to employees
generally or executives of Charter Investment. Charter Investment agrees to
grant options to Mr. Babcock to purchase its stock as determined by the board of
directors in its discretion, pursuant to an option plan to be adopted by Charter
Investment.
105
<PAGE> 109
Charter Investment agrees to indemnify and hold harmless Mr. Babcock 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. Babcock of his duties.
In the event of the termination of the agreement by Charter Investment
without cause or by Mr. Babcock for good reason, (a) Charter Investment will pay
to Mr. Babcock an amount equal to the aggregate base salary due to Mr. Babcock
for the remainder of the term of the agreement and (b) vested options, if any,
of Mr. Babcock, will be redeemed for cash for their then-current intrinsic
value. Unvested options will be treated as set forth in the option plan to be
adopted as discussed above.
CCI will assume all obligations of Charter Investment under Mr. Babcock's
employment agreement except with respect to obligations relating to the grant of
options which will remain obligations of Charter Investment.
Effective as of December 23, 1998, Howard L. Wood entered into an
employment agreement with Charter Investment for a one-year term with automatic
one-year renewals. Under this agreement, Mr. Wood agrees to be employed as an
officer of Charter Investment. During the initial term of the agreement, Mr.
Wood will receive a base salary of $312,500, or such higher rate as may be
determined by the Chief Executive Officer in his discretion. In addition, Mr.
Wood will be 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 $250,000. Under the agreement, Mr. Wood is entitled
to participate in any disability insurance, pension or other benefit plan
afforded to employees generally or executives of Charter Investment.
Charter Investment agrees to indemnify and hold harmless Mr. Wood to the
maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with, or arising out of,
the performance by Mr. Wood of his duties.
In the event of the termination of the agreement by Charter Investment
without cause or by Mr. Wood for good reason, Charter Investment will pay to Mr.
Wood an amount equal to the aggregate base salary due to Mr. Wood for the
remainder of the term of the agreement.
CCI will assume all obligations of Charter Investment under Mr. Wood's
employment agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Upon completion of the offering, CCI will appoint two outside directors who
will form CCI's compensation committee.
106
<PAGE> 110
EXECUTIVE COMPENSATION
The following table sets forth information regarding the compensation paid
during the last completed fiscal year to CCI's President and Chief Executive
Officer and each of the other four most highly compensated executive officers as
of December 31, 1998. These persons are referred to as the "Named Executive
Officers". This compensation was paid to the Named Executive Officers by certain
of our subsidiaries and affiliates for the Named Executive Officers' services to
these entities.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARD
--------------------------------------- ------------
YEAR OTHER SECURITIES
ENDED ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION DEC. 31 SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
- --------------------------- ------- --------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Jerald L. Kent............... 1998 790,481 641,353 -- 7,044,127(1) 4,918(2)
President and Chief
Executive Officer
Barry L. Babcock............. 1998 575,000 925,000(3) -- -- 6,493(4)
Vice Chairman
Howard L. Wood............... 1998 575,000 675,000(5) -- -- 8,050(6)
Vice Chairman
David G. Barford............. 1998 220,000 225,000(7) -- -- 4,347(8)
Senior Vice President of
Operations -- Western
Division
Curtis S. Shaw............... 1998 190,000 80,000 -- -- 3,336(9)
Senior Vice President,
General Counsel and
Secretary
</TABLE>
- ---------------
(1) Options for Charter Holdco units granted pursuant to an employment
agreement.
(2) Includes $4,000 in 401(k) plan matching contribution and $918 in life
insurance premiums.
(3) Includes $500,000 earned as a one-time bonus upon signing of an employment
agreement.
(4) Includes $4,000 in 401(k) plan matching contributions and $2,493 in life
insurance premiums.
(5) Includes $250,000 earned as a one-time bonus upon signing of an employment
agreement.
(6) Includes $4,000 in 401(k) plan matching contributions and $4,050 in life
insurance premiums.
(7) Includes $150,000 received as a one-time bonus after completion of three
years of employment.
(8) Includes $4,000 in 401(k) plan matching contribution and $347 in life
insurance premiums.
(9) Includes $2,529 in 401(k) plan matching contribution and $807 in life
insurance premiums.
107
<PAGE> 111
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows individual grants of stock options made to each
of the Named Executive Officers during the fiscal year ended December 31, 1998.
These grants were made by certain of our subsidiaries and affiliates to the
Named Executive Officers.
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES EXERCISE OR TERM(1)
OPTIONS IN FISCAL BASE PRICE EXPIRATION ------------------------------
NAME GRANTED YEAR ($/SH) DATE 5%($) 10%($)
- ---- ---------- ------------ ----------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Jerald L. Kent....... 7,044,127(2) 100% 20.00 12/22/08 88,600,272 224,530,486
Barry L. Babcock..... -- -- -- -- -- --
Howard L. Wood....... -- -- -- -- -- --
David G. Barford..... -- -- -- -- -- --
Curtis S. Shaw....... -- -- -- -- -- --
</TABLE>
- ---------------
(1) This column shows the hypothetical gains on the options granted based on
assumed annual compound stock price appreciation of 5% and 10% over the full
ten-year term of the options. The assumed rates of appreciation are mandated
by the SEC and do not represent CCI's estimate or projection of future
prices of Class A common stock.
(2) Options for Charter Holdco units granted pursuant to an employment agreement
and a related agreement. The options have a term of 10 years and vest
one-fourth on December 23, 1998, with the remaining options vesting monthly
at a rate of 1/36th on the first of each month for months 13 through 48.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth for each of the Named Executive Officers
information concerning the value of unexercised options as of December 31, 1998.
No options were exercised by the Named Executive Officers during fiscal 1998.
The options were granted by certain of our subsidiaries and affiliates to the
Named Executive Officer.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY
SECURITIES UNDERLYING OPTIONS AT
UNEXERCISED OPTIONS DECEMBER 31,
AT DECEMBER 31, 1998 1998($)(1)
---------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Jerald L. Kent....................... 1,761,032 5,283,095 -- --
Barry L. Babcock..................... -- -- -- --
Howard L. Wood....................... -- -- -- --
David G. Barford..................... -- -- -- --
Curtis S. Shaw....................... -- -- -- --
</TABLE>
- ---------------
(1) No options were in-the-money as of December 31, 1998.
OPTION PLAN
Charter Holdco adopted a plan providing for the grant of options to
purchase up to Charter Holdco membership units, which is equal to 10% of
the aggregate equity value of Charter Holdco on February 9, 1999, the date of
adoption of the plan. The plan provides for grants of options to employees,
officers and consultants of Charter Holdco and its affiliates. The plan is
intended to promote the long-term financial interest of Charter Holdco and its
affiliates by encouraging eligible individuals to acquire an ownership position
in Charter Holdco and its affiliates and providing incentives for performance.
As of June 30, 1999, there were a
108
<PAGE> 112
total of options granted under the plan. Of those, options were
granted on February 9, 1999 with an exercise price of $ and options
were granted on April 5, 1999 with an exercise price of $ . One-fourth of
the options granted on February 9, 1999 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. However, if there has not been a public
offering of the equity interests of Charter Holdco or an affiliate, vesting will
occur only upon termination of employment for any reason other than for cause,
upon death or disability, or immediately prior to the expiration of an option.
The options expire after ten years from the date of grant. Under the terms of
the plan, following the consummation of the offering, each membership unit held
as a result of exercise of options will be exchanged automatically for shares of
Class A common stock on a one-for-one basis.
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION MATTERS
CCI's certificate of incorporation will limit the liability of directors to
the maximum extent permitted by Delaware law. Delaware law provides that a
corporation's certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director for monetary damages for breach
of their fiduciary duties as directors, except for liability:
(1) for any breach of their duty of loyalty to the corporation or its
stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or
(4) for any transaction from which the director derived an improper
personal benefit.
CCI's bylaws provide that CCI shall indemnify all persons whom it may
indemnify pursuant thereto to the fullest extent permitted by law.
CCI plans to enter into agreements to indemnify its directors and officers,
in addition to the indemnification provided for in CCI's bylaws. These
agreements, among other things, will provide for the indemnification of CCI's
directors and officers for certain expenses (including attorney's fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of CCI, arising
out of such person's services as CCI's director or officer, to any of CCI's
subsidiaries or to any other company or enterprise to which the person provides
services at CCI's request. CCI believes that these provisions and agreements
will be necessary to attract and retain qualified directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling CCI pursuant to
the foregoing provisions, CCI has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
SERVICES AGREEMENT WITH CHARTER INVESTMENT
CCI intends to enter into a services agreement with Charter Investment. The
services agreement will provide that Charter Investment will provide to CCI the
personnel and services it requires to fulfill its obligations as the sole
manager of Charter Holdco and its subsidiaries pursuant to the management
agreements CCI intends to enter into with Charter Holdco and Charter Operating.
In consideration, Charter Investment will be entitled to reimbursement of its
expenses incurred in connection with its provision of personnel and services.
See "Certain Relationships and Related Transactions".
109
<PAGE> 113
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of CCI's common stock as of , 1999 by:
- each person known by us to own beneficially 5% or more of the outstanding
shares of common stock;
- each of our directors;
- each of our named executive officers; and
- all current directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES BENEFICIALLY SHARES BENEFICIALLY PERCENTAGE OF
OWNED OWNED(1) VOTING POWER(1)(2)
------------------- ------------------- -------------------
NAME AND ADDRESS OF BEFORE AFTER BEFORE AFTER BEFORE AFTER
BENEFICIAL OWNER OFFERING OFFERING OFFERING OFFERING OFFERING OFFERING
- ------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Paul G. Allen(3)(4)..........
Charter Investment,
Inc.(4)(5).................
Vulcan Cable III
Inc.(4)(5).................
Jerald L. Kent(6)(7).........
Barry L. Babcock(6)(7).......
Howard L. Wood(6)(7).........
All directors and executive
officers as a group (
persons)...................
</TABLE>
- ---------------
(1) In calculating voting percentages, we have made the same assumptions
described on page 2 above with respect to our organizational chart.
(2) Each holder of Class A common stock is entitled to one vote per share. Each
holder of Class B common stock is entitled to the number of votes per share
equal to:
- ten multiplied by the sum of (1) the total number of shares of Class B
common stock held by the holder and (2) the number of shares of Class B
common stock for which the Charter Holdco membership units held, directly
or indirectly, by the holder are exchangeable; divided by
- the number of shares of Class B common stock held by the holder.
(3) Share numbers represent (1) shares of high vote Class B common stock owned
directly by Mr. Allen, (2) shares of Class B common stock issuable upon
exchange of Charter Holdco membership units attributable to Mr. Allen
because of his equity interest in Charter Investment and (3) shares of Class
B common stock issuable upon exchange of Charter Holdco membership units
owned by Vulcan III.
(4) The address of these persons is 110 110th Street, NE, Suite 500, Bellevue,
WA 98004.
(5) Share numbers represent Charter Holdco membership units owned by such
holder.
(6) Share numbers represent (1) shares of high vote Class B common stock owned
by the holder and (2) shares of Class B common stock issuable upon exchange
of Charter Holdco membership units attributable to such holder because of
his equity interest in Charter Investment.
(7) The address of these persons is c/o Charter Communications, Inc., 12444
Powerscourt Drive, St. Louis, MO 63131.
110
<PAGE> 114
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following sets forth certain transactions in which we and our
directors, executive officers and affiliates, including the directors and
executive officers of Charter Investment, 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.
MANAGEMENT AGREEMENTS
PREVIOUS MANAGEMENT AGREEMENTS. Prior to March 18, 1999, Charter
Investment provided management and consulting services to some of our
subsidiaries pursuant to a series of management agreements with each of those
subsidiaries. In exchange for these services, Charter Investment was entitled to
receive management fees of 3% to 5% of the gross revenues of all of our systems
plus reimbursement of expenses. However, Charter Operating's previous credit
facilities limited such management fees to 3% of gross revenues. The balance of
management fees payable under the previous management agreements were accrued.
As of March 31, 1999, $12.6 million remains unpaid. Payment is at the discretion
of Charter Investment. Following the closing of Charter Operating's current
credit facilities, the previous management agreements were replaced by a single
new management agreement with Charter Operating. The other material terms of our
previous management agreements are substantially similar to the material terms
of the Charter Operating management agreement described below.
The total management fees, including expenses, earned by Charter Investment
under the previous management agreements during the last three years were as
follows:
<TABLE>
<CAPTION>
TOTAL FEES
PERIOD FEES PAID EARNED
- ------ --------- ----------
(IN THOUSANDS)
<S> <C> <C>
Three Months Ended March 31, 1999........................ $ 5,323 $10,015
Year End December 31, 1998............................... $17,073 $24,159
Year End December 31, 1997............................... 14,772 20,290
Year End December 31, 1996............................... 11,792 15,443
</TABLE>
Deferred portions of certain management fees bore interest at the rate of
10% per annum and have been paid in full.
PREVIOUS MANAGEMENT CONSULTING AGREEMENT WITH MARCUS HOLDINGS. On October
6, 1998, Marcus Holdings entered into a management consulting agreement with
Charter Investment pursuant to which Charter Investment 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 incurred by Marcus Cable
during the period from October 1998 to December 31, 1998 were approximately $3.3
million, which were accrued and unpaid at December 31, 1998. Upon CC Holdings'
merger with Marcus Holdings and the closing of Charter Operating's credit
facilities, this agreement was terminated and the subsidiaries of Marcus Cable
now receive management and consulting services from Charter Investment under the
new management agreement.
THE CHARTER OPERATING MANAGEMENT AGREEMENT. On February 23, 1999, Charter
Investment entered into a new 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, the previous management
agreements and the management consulting agreement with Marcus Cable terminated
and the Charter Operating management agreement became operative. Pursuant to the
Charter Operating management agreement, Charter Investment agreed to manage and
operate the cable television systems owned by CC Holdings'
111
<PAGE> 115
subsidiaries, as well as any cable television systems it may subsequently
acquire in the future. The term of the Charter Operating management agreement is
ten years.
The Charter Operating management agreement provides that Charter Operating
will reimburse Charter Investment for all expenses, costs, losses, liabilities
or damages paid or incurred by it in connection with Charter Operating's
ownership and operation of its cable television systems. In addition to any
reimbursement of expenses, Charter Investment is paid a yearly management fee
equal to 3.5% of Charter Operating's 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 is permitted under
Charter Operating's credit facilities, but ranks below Charter Operating's
payment obligations under the current 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. All deferred portions
of management fees have been paid in full.
The management fee is payable to Charter Investment quarterly in arrears.
If the current management agreement is terminated, Charter Investment is
entitled to receive the fee payable for an entire quarter, even if termination
occurred before the end of that quarter. Additionally, Charter Investment is
entitled to receive payment of any deferred amount. Management fees totaled
approximately $5.3 million for the three months ended March 31, 1999.
Pursuant to the terms of the Charter Operating management agreement,
Charter Operating has agreed to indemnify and hold harmless Charter Investment
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 us.
Upon the closing of the offering, Charter Investment will assign to CCI all
of its rights and obligations under the Charter Operating management agreement.
In connection with the assignment, the Charter Operating management agreement
will be amended to eliminate the 3.5% management fee. Under the amended
agreement, CCI will be 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 obligations under the amended
agreement.
CONSULTING AGREEMENT. On March 10, 1999, CC Holdings entered into a
consulting agreement with Vulcan Northwest and Charter Investment. Under this
agreement, CC Holdings retained Vulcan Northwest and Charter Investment to
provide advisory, financial and other consulting services with respect to
acquisitions of the business, assets or stock of other companies by CC Holdings
or any of its subsidiaries, including participation in the evaluation,
negotiation and implementation of these acquisitions. This agreement expires on
December 31, 2001, and automatically renews for successive one-year terms unless
terminated.
All reasonable out-of-pocket expenses incurred by Vulcan Northwest and
Charter Investment are the responsibility of CC Holdings and shall be reimbursed
by CC Holdings. CC Holdings may also pay Vulcan Northwest and Charter Investment
a fee for their services rendered for each acquisition made by CC Holdings or
any of its subsidiaries. This fee equals 1% of the aggregate enterprise value of
such acquisition. Neither Vulcan Northwest nor Charter Investment will receive a
fee in connection with the acquisitions of American Cable, Renaissance and the
Greater Media systems. CC Holdings has also agreed to indemnify and hold
harmless Vulcan Northwest and
112
<PAGE> 116
Charter Investment, 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 CC
Holdings.
Mr. Allen owns 100% of Vulcan Northwest and is Chairman of the board.
William D. Savoy, another of our directors, is the President and a director of
Vulcan Northwest.
CCI MANAGEMENT AGREEMENT. Upon the closing of the offering, CCI intends to
enter into a management agreement with Charter Holdco. The CCI management
agreement will provide that CCI will manage and operate the cable television
systems owned or to be acquired by Charter Holdco and its subsidiaries (other
than cable television systems covered by the Charter Operating management
agreement).
The terms of the CCI management agreement will be substantially similar to
the terms of the Charter Operating management agreement, except that CCI will
not be paid a yearly 3.5% management fee. CCI will be entitled to reimbursement
from Charter Holdco for all expenses, costs, losses, liabilities and damages
incurred by CCI under the service agreement described below.
SERVICES AGREEMENT WITH CHARTER INVESTMENT. Upon the closing of the
offering, we intend to enter into a services agreement with Charter Investment.
The services agreement will provide that Charter Investment will provide to us
the personnel and services we require to fulfill our obligations as the sole
manager of Charter Holdco and its subsidiaries pursuant to the CCI management
agreement and the Charter Operating management agreement. Charter Investment
will not receive a fee for providing these personnel and services, but it will
be entitled to reimbursement of all of its expenses in connection with its
performance under the services agreement.
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 opportunities which both Mr. Allen or
his affiliates and we might otherwise wish to pursue, Charter Holdco and CCI
have agreed, until all of the shares of Class B common stock held by Mr. Allen
have automatically converted into shares of Class A common stock in accordance
with CCI's certificate of incorporation, not to engage in any business
transaction outside the cable transmission business and immaterial other
businesses engaged in by Charter Holdco currently or upon completion of our
pending acquisitions. We have also agreed with Mr. Allen that, should we wish to
pursue a business transaction outside of this scope, we must first offer Mr.
Allen the opportunity to pursue the particular business transaction and, if he
decides not to do so and consents to our engaging in the business transaction,
we could do so and CCI's certificate of incorporation and Charter Holdco's
operating agreement would be amended accordingly. The cable transmission
business means the business of transmitting video, audio (including telephony)
and data on cable television systems owned, operated or managed by us from time
to time. As long as Mr. Allen is a director of CCI, he will be required to
present to us any opportunity he may have to acquire, directly or indirectly, a
majority ownership interest in any cable television system or any company whose
principal business is the ownership, operation or management of cable television
systems. However, except for the foregoing, Charter Holdco and CCI have agreed
that Mr. Allen does not have an obligation to present to us business
opportunities in which both Mr. Allen and we might have an interest and that he
may exploit such opportunities for his own account. CCI's certificate of
incorporation and Charter Holdco's operating agreement will contain provisions
to this effect.
BUSINESS RELATIONSHIPS
Mr. Allen or certain of his affiliates own equity interests or warrants to
purchase equity interests in various entities which provide a number of our
subsidiaries with services or programming. Among these entities are High Speed
Access, WorldGate, Wink, ZDTV, USA
113
<PAGE> 117
Networks and Oxygen Media, Inc. These affiliates of Mr. Allen include Charter
Investment and Vulcan Ventures, Inc., a company founded by Mr. Allen in 1986 to
research and implement his investments. Mr. Allen owns 100% of the equity of
Vulcan Ventures, and is the President, Chief Executive Officer and Chairman of
the Board. William D. Savoy, another of our directors, is also a Vice President
and a director of Vulcan Ventures.
HIGH SPEED ACCESS. High Speed Access is a provider of high-speed Internet
access over cable modems. In November 1998, Charter Investment entered into a
systems access and investment agreement with 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. Under these agreements, High Speed Access will have exclusive
access to at least 750,000 homes which will either have or be eligible for an
installed cable drop from our cable system. 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 as to a
particular cable system is five years from the date revenue billing commences
and automatically renews itself on a year-to-year basis. Additionally, we can
terminate our exclusivity rights, on a system-by-system basis, if High Speed
Access fails to meet performance benchmarks or otherwise breaches the terms of
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, whether through cable or by alternative
transmission technologies such as DSL. 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 of the other's content and materials on a non-exclusive, royalty-free
basis.
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, and received an
option to purchase on or before November 25, 2000 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 million shares of common stock at a purchase price of $5.00 per
share. Vulcan Ventures subsequently assigned the warrants to Charter Investment.
In addition, Jerald L. Kent, our President and Chief Executive Officer and
one of our directors and a director of CC Holdings, Mr. Savoy, another of our
directors, and another individual, who performs management services for us, are
also directors of High Speed Access.
WORLDGATE. WorldGate is a provider of Internet access through cable
television systems. On November 7, 1997, Charter Investment signed an
affiliation agreement with WorldGate pursuant to which WorldGate's services will
be offered to some of our customers. 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. Pursuant to the agreement, we have agreed to use
our reasonable best efforts to deploy the WorldGate Internet access service
within a specified portion of our cable television systems and to install the
appropriate headend equipment in all of our major markets in those systems.
Major
114
<PAGE> 118
markets for purposes of this agreement include those in which we have more than
25,000 customers. 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 that allows WorldGate's services to be deployed in systems that are
not two-way capable, we have agreed, if economically practical, to use all
reasonable efforts to install the appropriate headend equipment and deploy the
WorldGate service in our remaining markets. We incur the cost for the
installation of headend equipment. 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.
On November 24, 1997, Charter Investment acquired 70,423 shares of
WorldGate's Series B Preferred Stock at a purchase price of $7.10 per share. On
February 3, 1999, a subsidiary of CC Holdings acquired 90,909 shares of
WorldGate's Series C Preferred Stock at a purchase price of $11.00 per share. As
a result of a stock split, each share of Series B Preferred Stock will convert
into two-thirds of a share of WorldGate's common stock, and each share of Series
C Preferred Stock will convert into two-thirds of a share of WorldGate's common
stock. Upon completion of WorldGate's initial public offering, each series of
Preferred Stock will automatically convert into 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 signed a cable affiliation agreement with
Wink to deploy this enhanced broadcasting technology in our systems. 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. Pursuant to the agreement, Wink
granted us the non-exclusive license to use their software to deliver the
enhanced broadcasting to all of our cable systems. For the first year following
the launch of Wink service in an operating area, we pay a monthly license fee to
Wink part of which is fixed and part of which is based on the number of our
subscribers in the operating area. After the first year of the agreement we pay
a fixed monthly license fee to Wink regardless of the number of our subscribers
in our operating areas. 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. Under the cable affiliation agreement, we are
committed to launch Wink services in operating areas including at least 200,000
homes passed by the end of 2001. We share in the revenue Wink collects for
transactions involving our customers. The amount of revenue shared is based on
the number of transactions per month.
On November 30, 1998, Vulcan Ventures acquired 1,162,500 shares of Wink's
Series C Preferred Stock for approximately $9.3 million. Additionally, Microsoft
Corporation, of which Mr. Allen is a director, also 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 Investment intends to enter into with ZDTV, ZDTV has agreed to provide
us with their programming for broadcast via our cable television systems.
On February 5, 1999, Vulcan Programming, Inc., another affiliate of Mr.
Allen, acquired an approximate one-third interest in ZDTV. The remaining
approximate two-thirds is owned by Ziff-Davis Inc. Vulcan Ventures acquired
approximately 3% of the interests in Ziff-Davis. The total investment made by
Vulcan Programming and Vulcan Ventures was $54 million.
115
<PAGE> 119
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 signed an Affiliation Agreement with USA
Networks. 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. All of Charter
Investment's operations take place at the subsidiary level and it is through
Charter Investment that we derive our rights and obligations with respect to USA
Networks. 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.
Mr. Allen and Mr. Savoy are also directors of USA Networks.
OXYGEN MEDIA, INC. Oxygen expects to begin providing content aimed at the
female audience for distribution over the Internet and cable television systems.
Vulcan Ventures has agreed to invest up to $100 million in Oxygen. In addition,
Charter Investment has agreed to enter into a carriage agreement with Oxygen
pursuant to which we intend to carry Oxygen programming content on our cable
systems.
Mr. Allen and his affiliates have, and in the future likely will make,
numerous investments outside of CCI. 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, that 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 entered into an agreement
governing with Mr. Allen the allocations of corporate opportunities as they
arise.
We have not instituted any formal plan or arrangement to address potential
conflicts of interest.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
ALLEN INVESTMENT AND CHARTER HOLDCO. On December 21, 1998, Mr. Allen
contributed $431 million to Charter Investment and received non-voting common
stock of Charter Investment. Such non-voting common stock was converted to
voting common stock on December 23, 1998.
On December 23, 1998, Mr. Allen contributed $1.33 billion to Charter
Investment and received voting common stock of Charter Investment. Additionally,
Charter Investment borrowed $6.24 million in the form of a bridge loan from Mr.
Allen. This bridge loan was contributed by Mr. Allen to Charter Investment in
March 1999. No interest on the bridge loan was accrued or paid by Charter
Investment. On the same date, Mr. Allen also contributed $223.5 million to
Vulcan Cable II, Inc., a company owned by Mr. Allen. Vulcan II was merged with
and into Charter Investment.
On January 5, 1999, Charter Investment borrowed $132.2 million in the form
of a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen
to Charter Investment in March 1999. No interest on the bridge loan was accrued
or paid by Charter Investment. On the same date, Mr. Allen also acquired
additional voting common stock of Charter Investment from Jerald L. Kent, Howard
L. Wood and Barry L. Babcock for an aggregate purchase price of $176.7 million.
On January 11, 1999, Charter Investment borrowed $25 million in the form of
a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen to
Charter Investment in March 1999. No interest on the bridge loan was accrued or
paid by Charter Investment.
116
<PAGE> 120
On March 16, 1999, Charter Investment borrowed $124.8 million in the form
of a bridge loan from Mr. Allen. This bridge loan was contributed by Mr. Allen
to Charter Investment in March 1999. No interest on the bridge loan was accrued
or paid by Charter Investment.
In July, 1999, Charter Holdco and Mr. Allen entered into a membership
interests purchase agreement pursuant to which Mr. Allen has committed to
purchase membership units of Charter Holdco for a total of $1.325 billion. Mr.
Allen will contribute $500 million on or before July 31, 1999, and $825 million
on or before September 1, 1999, in exchange for membership interests. In the
membership interests purchase agreement, we agreed to give Mr. Allen the right
to program up to eight digital channels in each of our cable systems at terms
not less favorable to us than Mr. Allen would agree upon with other cable
companies. The exact number of channels per system depends on the bandwidth of
that particular system.
MERGER WITH MARCUS. On April 23, 1998, Mr. Allen and an entity he
controlled acquired approximately 99% of the non-voting economic interests in
Marcus, and agreed to acquire the remaining interests in Marcus Cable and assume
voting control. The aggregate purchase price was approximately $1.4 billion,
excluding $1.8 billion in debt assumed. On March 31, 1999, Mr. Allen completed
the acquisition of all remaining interests and assumed voting control of Marcus
Cable. On February 22, 1999, Marcus Holdings was formed and all of Mr. Allen's
interests in Marcus Cable were transferred to Marcus Holdings.
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, CC
Holdings was formed as a wholly owned subsidiary of Charter Investment. On
February 10, 1999, Charter Operating was formed as a wholly owned subsidiary of
CC Holdings. All of Charter Investment's equity interests in its operating
subsidiaries were subsequently transferred to Charter Operating. On May 25,
1999, Charter Holdco was formed as a wholly owned subsidiary of Charter
Investment. All of Charter Investment's equity interests in CC Holdings were
transferred to Charter Holdco.
In March 1999, CC Holdings paid an affiliate of Mr. Allen $20 million for
reimbursement of direct costs incurred in connection with his 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 CC Holdings. CC
Holdings survived the merger, and the operating subsidiaries of Marcus Holdings
became subsidiaries of CC Holdings. Immediately following the merger, Mr. Allen
owned % of the equity interests in Charter Investment.
When CC Holdings and its subsidiary issued notes in a private placement,
this merger had not yet occurred. Consequently, Marcus Holdings was a party to
the indentures governing the notes as a guarantor of our obligations. CC
Holdings loaned some of the proceeds from the sale of the original notes to
Marcus Holdings, which amounts were used to complete the cash tender offers for
certain outstanding notes of subsidiaries of Marcus Holdings. Marcus Holdings
issued a promissory note in favor of CC Holdings, secured by a pledge of the
equity interests in Marcus Cable as collateral. CC Holdings pledged this
promissory note to the trustee under the indentures as collateral for the equal
and ratable benefit of the holders of the notes. Upon the closing of the merger,
and in accordance with the terms of the notes and the indentures:
- the guarantee issued by Marcus Holdings was automatically terminated;
- the promissory note issued by Marcus Holdings was automatically
extinguished; and
- the pledge in favor of CC 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 notes were
automatically released.
117
<PAGE> 121
DESCRIPTION OF CERTAIN INDEBTEDNESS
The following description of our indebtedness is qualified in its entirety
by reference to the relevant credit facility, or indenture, and related
documents governing the debt.
EXISTING CREDIT FACILITIES
CHARTER OPERATING CREDIT FACILITIES
On March 18, 1999, all of our then-existing senior debt, consisting of
seven separate credit facilities, was refinanced with proceeds of the sale of
the original CC Holdings notes and proceeds of our initial senior secured credit
facilities. The borrower under our initial senior secured credit facilities is
Charter Operating. These facilities were arranged by Chase Securities Inc., Bank
of America, Toronto Dominion (Texas), Inc., Fleet Bank, N.A. and Credit Lyonnais
New York Branch. The initial Charter Operating senior secured credit facilities
provided for borrowings of up to $2.75 billion.
The initial Charter Operating senior secured credit facilities were
increased on April 30, 1999 by $1.35 billion. Obligations under the Charter
Operating credit facilities are guaranteed by Charter Operating's parent, CC
Holdings, and by Charter Operating's subsidiaries. The obligations under the
Charter Operating credit facilities are secured by pledges by Charter Operating
of inter-company obligations and the ownership interests of Charter Operating in
its subsidiaries, but are not secured by the other assets of Charter Operating
or its subsidiaries. The CC Holdings guarantees are secured by pledges of
inter-company obligations and the ownership interests of CC Holdings in Charter
Operating, but are not secured by the other assets of CC Holdings or Charter
Operating.
The total amount of borrowing availability under the Charter Operating
senior secured credit facilities is $4.1 billion and consists of:
- an eight and one-half year reducing revolving loan in the amount of $1.25
billion;
- an eight and one-half year Tranche A term loan in the amount of $1.0
billion; and
- a nine-year Tranche B term loan in the amount of $1.85 billion.
The Charter Operating credit facilities provide for the amortization of the
principal amount of the Tranche A term loan facility and the reduction of the
revolving loan facility beginning on June 30, 2002 with respect to the Tranche A
term loan and on March 31, 2004 with respect to the revolving credit facility,
with a final maturity date of September 18, 2007. The amortization of the
principal amount of the Tranche B term loan facility is substantially
"back-ended," with more than ninety percent of the principal balance due in the
year of maturity. The Charter Operating credit facilities also provide for an
incremental term facility of up to $500 million, which is conditioned upon
receipt of additional new commitments from lenders. If the incremental term
facility becomes available, up to 50% of the borrowings under it may be repaid
on terms substantially similar to that of the Tranche A term loan and the
remaining portion on terms substantially similar to the Tranche B term loan.
Interest rate margins for the Charter Operating credit facilities depend upon
performance measured by a "leverage ratio," or, the ratio of debt to annualized
operating cash flow. Annualized operating cash flow is defined as the
immediately preceding quarter's operating cash flow, before management fees,
multiplied by four. This leverage ratio is based on the debt of Charter
Operating and its subsidiaries, exclusive of the outstanding notes and other
debt for money borrowed, including guarantees by Charter Operating and its
subsidiaries by CC Holdings.
The Charter Operating credit facilities provide Charter Operating with two
interest rate options, to which a margin is added: a base rate, generally the
"prime rate" of interest option, and an interest rate option based on the London
InterBank Offered Rate. The Charter Operating credit facilities contain
representations and warranties, affirmative and negative covenants,
118
<PAGE> 122
information requirements, events of default and financial covenants. The
financial covenants, which are generally tested on a quarterly basis, measure
performance against standards set for leverage, debt service coverage, and
operating cash flow coverage of cash interest expense.
Under most circumstances, acquisitions and investments may be made by CC
Holdings, Charter Operating or their subsidiaries without the consent of the
lenders as long as Charter Operating's operating cash flow for the four complete
quarters preceding the acquisition or investment equals or exceeds 1.75 times
the sum of its cash interest expense plus any restricted payments, on a pro
forma basis after giving effect to the acquisition or investment.
The Charter Operating credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
debt, in the event that either:
(1) Mr. Allen, including his estate, heirs and other related entities,
fails to maintain a 51% direct or indirect voting and economic interest in
Charter Operating, provided that after the consummation of an initial
public offering by CC Holdings or an affiliate of CC Holdings, the economic
interest percentage may be reduced to 35%, or
(2) a change of control occurs under the indentures governing the CC
Holdings notes.
The various negative covenants place limitations on the ability of CC
Holdings, Charter Operating and their subsidiaries to, among other things, incur
debt, pay dividends, incur liens, make acquisitions, investments or asset sales,
or enter into transactions with affiliates. Distributions by Charter Operating
under the credit facilities to CC Holdings to pay interest on the notes are
generally permitted, except during the existence of a default under the credit
facilities. If the 8.250% CC Holdings notes are not refinanced prior to six
months before their maturity date, the entire amount outstanding of the Charter
Operating credit facilities will become due and payable. This summary is
qualified in its entirety by reference to the Charter Operating credit agreement
and the related documents pertaining to the Charter Operating credit facilities.
CREDIT FACILITIES TO BE ASSUMED IN CONNECTION WITH OUR PENDING ACQUISITIONS
FALCON CABLE COMMUNICATIONS CREDIT FACILITIES
On May 26, 1999, CCI entered into an agreement to purchase cable systems
from Falcon Holding Group, L.P. for approximately $2 billion in cash and
membership units in Charter Holdco and $1.6 billion in assumed debt. The assumed
debt includes the $1.15 billion senior credit facilities of Falcon Cable
Communications, LLC (the Falcon borrower). In anticipation of the closing of
this acquisition by Charter, Charter has arranged with the lenders to the Falcon
borrower to enter into an amendment and restatement of the existing credit
facilities. Unless otherwise noted, the description below gives effect to this
amendment and restatement, which becomes effective at the time of the
acquisition.
On July 21, 1999, a required percentage of the lenders under the Falcon
borrower credit agreement dated June 30, 1998 agreed to amend and restate the
credit agreement, effective on the date that we close our acquisition of Falcon.
The current amount of the credit facilities is approximately $1.14 billion,
consisting of:
- A revolving facility in the amount of approximately $646 million;
- A term loan B in the amount of approximately $199 million; and
- A term loan C in the amount of approximately $299 million.
We are in the process of raising additional commitments for a permitted
supplemental revolving credit facility in the maximum amount of $350 million.
Each of the foregoing facilities amortizes beginning in the year 2003 and ending
on December 31, 2007. The obligations under these facilities are guaranteed by
the subsidiaries of Falcon borrower. The obligations under the Falcon borrower
credit facilities are secured by pledges of the ownership interests and inter-
119
<PAGE> 123
company obligations of the Falcon borrower and its subsidiaries, but are not
secured by other assets of the Falcon borrower or its subsidiaries.
The Falcon borrower credit facilities currently in effect provide for the
$350 million incremental availability referred to above, which we are currently
in the process of soliciting from the existing lenders. This facility is in the
form of an additional revolving loan. Upon the effectiveness of the amendment
and restatement of the Falcon borrower credit facilities at the time of the
acquisition of Falcon borrower by Charter Holdco, up to an additional $350
million supplemental facility will be available.
The Falcon borrower credit facilities also contain provisions requiring
mandatory loan prepayments under certain circumstances, such as when significant
amounts of assets are sold and the proceeds are not promptly reinvested in
assets useful in the business of Falcon borrower. Interest rates for the Falcon
Operating credit facilities, as well as a fee payable on unborrowed amounts
available under these facilities, will depend upon performance measured by a
"leverage ratio," or, the ratio of indebtedness to annualized operating cash
flow. Annualized operating cash flow is defined as the immediately preceding
quarter's operating cash flow, before management fees, multiplied by four. This
leverage ratio is based on the debt of Falcon borrower and its subsidiaries,
exclusive of the Falcon debentures described below.
The Falcon borrower credit facilities provide the Falcon borrower with two
interest rate options, to which a margin is added: a base rate option, generally
the "prime rate" of interest, and an interest rate option rate based on the
London InterBank Offered Rate. The Falcon borrower credit facilities contain
representations and warranties, affirmative and negative covenants, information
requirements, events of default and financial covenants. The financial
covenants, which are generally tested on a quarterly basis, measure performance
against standards set for leverage, debt service coverage, and operating cash
flow coverage of cash interest expense.
Under most circumstances, acquisitions and investments may be made by CC
Holdings, Charter Operating or their subsidiaries without the consent of the
lenders as long as Charter Operating's operating cash flow for the four complete
quarters preceding the acquisition or investment equals or exceeds 1.75 times
the sum of the Falcon borrower's cash interest expense plus any restricted
payments, on a pro forma basis after giving effect to the acquisition or
investment.
The Falcon borrower credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
debt, in the event that either:
(1) Mr. Allen, including his estate, heirs and other related entities,
fails to maintain a 51% direct or indirect voting and economic interest in
Falcon borrower, provided that after the consummation of an initial public
offering by CC Holdings or an affiliate of CC Holdings, the economic
interest percentage may be reduced to 25%, or
(2) A change of control occurs under the indentures governing the CC
Holdings notes.
The various negative covenants place limitations on the Falcon borrower's
ability of CC Holdings, Charter Operating and their subsidiaries to, among other
things, incur debt, pay dividends, incur liens, make acquisitions, investments
or assets sales, or enter into transactions with affiliates. Distributions by
Falcon borrower under its credit facilities to pay interest on the Falcon
debentures are generally permitted, except during the existence of a default
under the credit facilities. This summary is qualified in its entirety by
reference to the Falcon borrower credit agreement and the related documents
pertaining to these credit facilities.
120
<PAGE> 124
OTHER SENIOR CREDIT FACILITIES
In connection with its acquisitions of Bresnan, Fanch and Avalon, Charter
Holdco will assume or refinance the existing credit facilities of those
companies. In the event it assumes such credit facilities, it will attempt, as
it has succeeded with respect to Falcon, to renegotiate the terms of such
indebtedness on terms substantially similar or identical to the terms of the
senior credit facilities for Charter Operating. In the event it is unable to do
so, it will assume such indebtedness on its existing terms, if permitted, or
refinance such indebtedness. However, there can be no assurances that Charter
Holdco will be successful in its effort to assume and renegotiate, or to
refinance, any of such existing senior indebtedness.
BRESNAN. Bresnan's existing credit facilities, under a loan agreement
dated February 2, 1999, include a revolving loan facility in the amount of $150
million maturing June 30, 2007, a term loan A facility, in the amount of $328
million, maturing June 30, 2007, and a term loan B facility in the amount of
$172 million, maturing February 2, 2008. These facilities are secured in similar
fashion to Charter Operating, by guaranties from subsidiaries and pledges of
ownership interests and inter-company indebtedness, but not by other real or
personal property. Also similar to Charter Operating, interest rates and fees
are based on a pricing grid depending upon Bresnan's leverage ratio.
AVALON. Avalon's existing credit facilities, under a loan agreement dated
November 5, 1998, include a revolving loan facility, maturing October 31, 2005,
a term loan A facility, maturing on October 31, 2005, and a term loan B
facility, with a total commitment of approximately $195 million, maturing
October 31, 2006. Unlike Charter Operating, Bresnan, Fanch and Falcon, these
facilities are secured by all assets of the Avalon borrower and its
subsidiaries, real and personal, including ownership interests and inter-company
indebtedness. Similar to Charter Operating, interest rates and fees on the
Avalon credit facilities are based on a pricing grid depending upon Avalon's
leverage ratio.
EXISTING PUBLIC DEBT
THE CC HOLDINGS NOTES. The original CC Holdings notes and the new CC Holdings
notes were issued under three separate indentures, each dated as of March 17,
1999, among CC Holdings and Charter Communications Holdings Capital Corporation,
as the issuers, Marcus Cable Holdings, LLC, as guarantor and Harris Trust and
Savings Bank, as trustee. The form and terms of the new CC Holdings notes are
the same in all material respects to the form and terms of the original CC
Holdings notes, except that the new CC Holdings notes have been registered under
the Securities Act of 1933 and, therefore, will not bear legends restricting the
transfer thereof. The original CC Holdings notes have not been registered under
the Securities Act of 1933 and are subject to certain transfer restrictions. At
the time of the sale of the original CC Holdings notes, Marcus Holdings
guaranteed the CC Holdings notes and issued a promissory note to CC Holdings for
certain amounts loaned by CC Holdings to subsidiaries of Marcus Holdings. At the
time of the merger of CC Holdings with Marcus Holdings, both the guarantee and
the promissory note automatically became ineffective under the terms of the CC
Holdings indentures. Consequently, all references in the CC Holdings indentures
and the CC Holdings notes to the guarantor, the guarantee or the promissory
note, and all related matters, such as the pledges of any collateral, became
inapplicable. The CC Holdings notes are general unsecured obligations of the
issuers. The 8.250% CC Holdings notes mature on April 1, 2007 and there is $600
million in total principal amount currently outstanding. The 8.625% CC Holdings
notes will mature on April 1, 2009 and there is $1.5 billion in total principal
amount currently outstanding. The 9.920% CC Holdings discount notes mature on
April 1, 2011 and there is $1.475 billion in total principal amount currently
outstanding. Net proceeds from the sale of senior discount notes were $905.6
million. Cash interest on the 9.920% CC Holdings notes will not accrue prior to
April 1, 2004.
121
<PAGE> 125
The CC Holdings notes are senior debts of the issuers. They rank equally
with the current and future unsecured and unsubordinated debt, including trade
payables, of CC Holdings, which is a holding company.
The issuers will not have the right to redeem the 8.250% CC Holdings notes
prior to their maturity date on April 1, 2007. However, before April 1, 2002,
the issuers may redeem up to 35% of the 8.625% CC Holdings notes and the 9.920%
CC Holdings notes with the proceeds of certain offerings of equity securities.
In addition, on or after April 1, 2004, the issuers may redeem some or all of
the 8.625% CC Holdings notes and the 9.920% CC Holdings notes at any time.
In the event of a specified change of control event, the issuers must offer
to repurchase any then-outstanding CC Holdings notes at 101% of their principal
amount or accreted value, as applicable, plus accrued and unpaid interest.
The indentures governing the CC Holdings notes also contain certain events
of default, affirmative covenants and negative covenants. Subject to certain
important exceptions, the indentures governing the CC Holdings notes, among
other things, restrict the ability of the issuers and certain of their
subsidiaries to:
- incur additional debt;
- create specified liens;
- pay dividends on stock or repurchase stock;
- make investments;
- sell all or substantially all of our assets or merge with or into other
companies;
- sell assets;
- in the case of our restricted subsidiaries, create or permit to exist
dividend or payment restrictions with respect to us; and
- engage in certain transactions with affiliates.
RENAISSANCE NOTES. The original Renaissance notes and new Renaissance notes
were issued by Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee)
LLC and Renaissance Media Capital Corporation, with Renaissance Media Group LLC
as the Guarantor, and the United States Trust Company of New York as the
Trustee. In October 1998, the issuers exchanged $163.2 million of the original
issued and outstanding 10% senior discount notes due 2008 for an equivalent
value of 10% senior discount notes due October 2008 which have been registered
under the Securities Act of 1933. Renaissance Media Group LLC, which is the
direct or indirect parent company of each other issuer, is a subsidiary of
Charter Operating.
The form and terms of the new Renaissance notes are the same in all
material respects as the form and terms of the original Renaissance notes except
that the issuance of the new Renaissance notes was registered under the
Securities Act. The new Renaissance notes evidence the same debt as the original
Renaissance notes and are issued under and are entitled to the benefits of the
same indenture. The Renaissance notes and the Renaissance guaranty are
unsecured, unsubordinated debt of the issuers and the guarantor, respectively.
There will not be any payment of interest in respect of the Renaissance
notes prior to October 15, 2003. Interest on the Renaissance notes is paid
semi-annually in cash at a rate of 10% per annum beginning on October 15, 2003.
The Renaissance notes are redeemable at the option of the issuer, 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 interest, declining to 100% of their
principal amount at maturity, plus accrued interest, on or after April 15, 2006.
In addition, at any time prior to April 15, 2001, the issuers may redeem up to
35% of the original total principal amount at
122
<PAGE> 126
maturity of the Renaissance notes with the proceeds of one or more sales of
capital stock at 110% of their accreted value on the redemption date, provided
that after any such redemption at least $106 million total principal amount at
maturity of Renaissance notes remains outstanding.
Upon a change of control, the issuers are required to make an offer to
purchase the new Renaissance notes at a purchase price equal to 101% of their
accreted value on the date of the purchase, plus accrued interest, if any. Our
acquisition of Renaissance triggered this requirement. In May 1999, we made an
offer to repurchase the Renaissance notes, and holders of Renaissance notes
representing 30% of the total principal amount outstanding tendered their
Renaissance notes for repurchase.
The indenture contains certain covenants that restrict the ability of the
issuers and their subsidiaries to:
- incur additional debt;
- create liens;
- engage in sale-leaseback transactions;
- pay dividends or make contributions in respect of their capital stock;
- redeem capital stock;
- make investments or certain other restricted payments;
- sell assets;
- issue or sell stock of restricted subsidiaries;
- enter into transactions with stockholders or affiliates; or
- effect a consolidation or merger.
As of March 31, 1999, there was $110.5 million total principal amount of
Renaissance notes outstanding.
PUBLIC DEBT TO BE ASSUMED IN CONNECTION WITH OUR PENDING ACQUISITIONS
THE FALCON DEBENTURES. The Falcon debentures, consisting of 8.375% Series A
senior debentures due 2010 and 9.285% Series A senior discount debentures due
2010, were issued by Falcon Holding Group, L.P. and Falcon Funding Corporation
on April 3, 1998. On August 5, 1998, the issuers proposed an exchange offer
whereby the outstanding $375 million Series A senior debentures and $435.25
million Series A senior discount debentures were exchanged for an equivalent
value of Series B senior debentures and Series B senior discount debentures. The
form and terms of the new debentures are the same as the form and terms of the
corresponding original Falcon debentures except that the issuance of the
exchange debentures was registered under the Securities Act of 1933 and,
therefore, the exchange debentures do not bear legends restricting the transfer
thereof.
The Falcon debentures will mature on April 15, 2010. Interest on the Falcon
debentures accrues from the issue date or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually on
April 15 and October 15 of each year. No interest on the Series B senior
discount debentures will be paid prior to April 15, 2003. The issuers may,
however, elect to commence accrual of cash interest on any payment date, in
which case the outstanding principal amount at maturity of Series B senior
discount debenture will be reduced to the accreted value of such Series B senior
discount debenture as of such interest payment date and the interest will be
payable semiannually in cash on each interest payment date thereafter.
123
<PAGE> 127
The Falcon debentures will be redeemable at the option of the issuers, in
whole or in part, at any time on or after April 15, 2003, at a premium and, in
each case, plus accrued and unpaid interest, if any, to the date of redemption.
This premium declines over time to 100% of their principal amount, plus accrued
and unpaid interest, if any, on or after April 15, 2006. In addition, at any
time prior to April 15, 2001, the issuers may redeem up to 35% of the total
principal amount or accreted value, as applicable, of the Falcon debentures with
the net cash proceeds of specified equity issuances at a premium, in each case
plus accrued and unpaid interest, if any, to the date of redemption. Following a
redemption, at least 65% in total principal amount at maturity of the Falcon
senior discount debentures and $195 million of the total principal amount of
Falcon senior debentures must remain outstanding.
In the event of specified change of control events, the holders of the
Falcon debentures will have the right to require the issuers to purchase their
Falcon debentures at a price equal to 101% of their principal amount or accreted
value, plus accrued and unpaid interest, if any, to the date of purchase. The
Falcon acquisition will give rise to this right. As of March 31, 1999, there was
$675.1 million total principal and accrued interest outstanding on the Falcon
debentures.
The Falcon debentures are joint and several senior unsecured obligations of
the issuers. The Falcon debentures are the obligations of the issuers only, and
the issuers' subsidiaries do not have any obligation to pay any amounts due
under the Falcon debentures. Therefore, the Falcon debentures are effectively
subordinated to all existing and future liabilities of the issuers'
subsidiaries.
Among other restrictions, the indentures governing the Falcon debentures
contain certain limitations on the issuers' and their specified subsidiaries'
ability to:
- incur additional debt;
- make restricted payments;
- create certain liens;
- sell all or substantially all of their assets or merge with or into other
companies;
- invest in unrestricted subsidiaries and affiliates;
- pay dividends or make any other distributions on any capital stock; and
- guarantee any debt which is equal or subordinate in right of payment to
the Falcon debentures.
HELICON NOTES
On November 3, 1993, Helicon Group, L.P. and Helicon Capital Corp. jointly
issued $115,000,000 total principal amount of 11% senior secured notes due 2003.
On February 3, 1994, the issuers exchanged the original Helicon notes for an
equivalent value of new Helicon notes. The form and term of the new Helicon
notes are the same as the form and terms of the corresponding original Helicon
notes except that the issuance of the new Helicon notes was registered under the
Securities Act of 1933, and, therefore the new Helicon notes do not bear legends
restricting their transfer. The Helicon notes bear interest at a rate of 11% per
annum.
The Helicon notes are senior obligations of the issuers and are secured by
substantially all of the cable assets, subject to a number of exceptions. The
Helicon notes may be redeemed at the option of the issuers specified in whole or
in part at any time, at specified redemption prices plus accrued interest to the
date of redemption. The Helicon notes were issued with original issue discount.
The issuers will be required to redeem $25 million principal amount of the
Helicon notes on each of November 1, 2001 and November 1, 2002. Upon specified
change of control events, the
124
<PAGE> 128
issuers will be required to make an offer to purchase all of the Helicon notes
at a price equal to 101% of their principal amount plus accrued interest to the
date of purchase. Our acquisition of Helicon will trigger this obligation. We
are also required under the terms of the Charter Operating credit facility to
repurchase the total amount of principal and interest outstanding under the
Rifkin and Helicon notes which is in excess of $250 million.
Among other restrictions, the indenture governing the Helicon notes
restricts the ability of the issuers and some of their subsidiaries to:
- incur additional debt;
- make specified distributions;
- redeem equity interests;
- enter into transactions with affiliates; and
- merge or consolidate with or sell substantially all of the assets of the
issuers.
As of March 31, 1999, there was $115.0 million total principal amount
outstanding on the Helicon notes.
THE AVALON 11 7/8% NOTES
Avalon Cable LLC, Avalon Cable of Michigan Holdings, Inc. and Avalon Cable
Holdings Finance Inc. are currently in the process of offering to exchange $196
million total principal amount at maturity of 11 7/8% senior discount notes for
$196 million total principal amount at maturity of their outstanding 11 7/8%
senior discount notes due December 1, 2008 which were issued in December 1998.
The new Avalon 11 7/8% notes will be guaranteed by Avalon Cable of Michigan,
Inc., an equity holder in Avalon Cable LLC, and its sole stockholder, Avalon
Cable of Michigan Holdings, Inc. The exchange offer is subject to customary
conditions that the issuers may waive. The new Avalon 11 7/8% notes are
substantially identical to the original Avalon 11 7/8% notes except that will be
registered under the Securities Act of 1933 and, therefore, are not subject to
the same transfer restrictions.
The issuers will receive no proceeds from the exchange offer.
Before December 1, 2003, there will be no current payments of cash interest
on the Avalon 11 7/8% notes. The 11 7/8% Avalon notes will accrete in value at a
rate of 11 7/8% per annum, compounded semi-annually, to an aggregate principal
amount of $196 million on December 1, 2003. After December 1, 2003, cash
interest on the Avalon 11 7/8% notes:
- will accrue at the rate of 11 7/8% per year on the principal amount at
maturity of the new notes, and
- will be payable semi-annually in arrears on June 1 and December 1 of each
year, commencing June 1, 2004.
On December 1, 2003, the issuers will be required to redeem an amount equal
to $369.79 per $1,000 principal amount at maturity of each Avalon 11 7/8% note,
on a pro rata basis at a redemption price of 100% of the principal amount at
maturity of the Avalon 11 7/8% notes so redeemed.
On or after December 1, 2003, the issuers may redeem the Avalon 11 7/8%
notes, in whole or in part. Before December 1, 2001, the issuers may redeem up
to 35% of the total principal amount at maturity of the Avalon 11 7/8% notes
with the proceeds of one or more equity offerings and/or strategic equity
investments; and
In the event of specified change of control events, holders of the Avalon
11 7/8% notes will have the right to sell their Avalon 11 7/8% notes to the
issuers at 101% of (a) the accreted value of the Avalon 11 7/8% notes in the
case of repurchases of Avalon notes prior to December 1, 2003
125
<PAGE> 129
or (b) the total principal amount of the Avalon 11 7/8% notes in the case of
repurchases of Avalon 11 7/8% notes on or after December 1, 2003, plus accrued
and unpaid interest and liquidated damages, if any, to the date of purchase. Our
acquisition of Avalon will trigger this right.
Among other restrictions, the indenture governing the Avalon 11 7/8% notes
limits the ability of the issuers and their specified subsidiaries to:
- incur additional debt;
- pay dividends or make specified other restricted payments;
- enter into transactions with affiliates;
- sell assets or subsidiary stock;
- create liens;
- restrict dividends or other payments from restricted subsidiaries;
- merge, consolidate or sell all or substantially all of their combined
assets; and
- with respect to restricted subsidiaries, issue capital stock.
As of March 31, 1999, the total accreted value of the outstanding Avalon
11 7/8% notes was $113.7 million.
THE AVALON 9 3/8% NOTES
Avalon Cable LLC, Avalon Cable of New England, LLC, Avalon Cable Finance,
Inc. and Avalon Cable of Michigan, Inc. will be offering to exchange $150
million principal amount of new 9 3/8% senior subordinated notes due 2008 for
$150 million total principal amount of their outstanding original 9 3/8% senior
subordinated notes due 2008 which were issued in December 1998. Avalon Cable of
Michigan, Inc. will guarantee the obligations of Avalon Cable LLC with respect
to the Avalon 9 3/8% notes. Avalon Cable of Michigan, Inc., however, does not
have any significant assets other than its interest in Avalon Cable LLC. The
form and terms of the new Avalon 9 3/8% notes are substantially the same as the
form of the original Avalon 9 3/8% notes except that the new Avalon 9 3/8% notes
have been registered under the federal securities laws and will not bear a
legend restricting the transfer thereof. The exchange offer will be subject to
customary conditions which the issuers may waive.
Interest on the Avalon 9 3/8% notes accrues at a rate of 9.375% per annum
from the date of issuance and will be payable semiannually in arrears on June 1
and December 1, commencing on June 1, 1999.
On or after December 1, 2003, the issuers may redeem the Avalon 9 3/8%
notes in whole or in part. Until December 1, 2001, the issuers may redeem up to
35% of the total principal amount of the Avalon 9 3/8% notes at a redemption
price equal to 109.375% of the principal amount thereof, plus accrued and unpaid
interest, if any, and liquidated damages, if any, with the net cash proceeds of
a strategic equity investment and/or an equity offering. Following the
redemption, at least 65% of the total principal amount of the Avalon 9 3/8%
notes must remain outstanding after each redemption.
Upon the occurrence of specified change of control events or the sale of
certain assets, holders of the Avalon 9 3/8% notes will have the opportunity to
sell their Avalon 9 3/8% notes to the issuers at 101% of their face amount, plus
accrued and unpaid interest and liquidated damages, if any, to the date of
purchase. Our acquisition of Avalon will trigger this right.
The Avalon 9 3/8% notes are general unsecured obligations of the issuers
and are subordinate in right of payment to all existing and future senior debt
of the issuers. The Avalon 9 3/8% notes
126
<PAGE> 130
rank equal in right of payment to any senior subordinated debt of the issuers
and rank senior in the right of payment to all subordinated debt of the issuers.
Among other restrictions, the indenture governing the new Avalon 9 3/8%
notes limits the activities of the issuers and of their specified subsidiaries
to:
- incur additional debt;
- pay dividends or make other restricted payments;
- enter into transactions with affiliates;
- sell assets or subsidiary stock;
- create liens;
- merge, consolidate or sell all or substantially all or their
combined assets;
- incur debt that is senior to the Avalon 9 3/8% notes but junior to
senior debt; and
- issue capital stock.
As of March 31, 1999, there was $154.7 million total principal and accrued
interest outstanding on the Avalon 9 3/8% notes.
THE BRESNAN NOTES
On February 2, 1999, Bresnan Communications Group LLC and Bresnan Capital
Corporation jointly issued $170 million total principal amount of 8% Series A
senior notes due 2009 and $275 million total principal amount of 9 1/4% Series A
senior discount notes due 2009.
The Bresnan notes have not been registered under the Securities Act of 1933
and, therefore, bear legends restricting their transfer. To avoid penalty
interest or an increased rate of accretion on the Bresnan notes, the issuers are
required to:
- file a registration statement under the Securities Act of 1933 for the
exchange of the original Bresnan notes for new Bresnan notes within 120 days of
the issue date;
- cause the registration statement to be declared effective within 180 days
of the issue date; and
- exchange all of the Bresnan notes validly tendered within 210 days of the
issue date.
The Bresnan senior notes bear interest at 8% per year from the original
issue date or from the most recent date to which interest has been paid or
provided for, payable semiannually on February 1 and August 1 of each year,
commencing on August 1, 1999. The Bresnan senior discount notes bear interest at
9 1/4% per year, compounded semiannually, to a total principal amount of $275
million by February 1, 2004, unless the issuers elect to accrue interest on or
after February 1, 2002. On and after August 1, 2004, interest on the Bresnan
senior discount notes will accrue at a rate of 9 1/4% per year and will be
payable in cash semiannually in arrears on February 1 and August 1.
The Bresnan senior notes are not redeemable prior to February 1, 2004.
During the year 2004, the Bresnan senior notes are redeemable at 104.00% of the
principal amount plus accrued and unpaid interest. The premium decreases to
102.667% in 2005, 101.33% in 2006 and 100% on or after February 1, 2007.
The Bresnan senior discount notes are not redeemable prior to February 1,
2004. During the year 2004, the Bresnan senior discount notes will be redeemable
at 104.625% of the principal amount plus accrued and unpaid interest. The
premium decreases to 103.083% in 2005, 101.542% in 2006 and 100% in 2007.
127
<PAGE> 131
At any time prior to February 1, 2002, the issuers may redeem up to 35% of
the total principal amount of the Bresnan senior notes at a redemption price
equal to 108% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of redemption with the net cash proceeds of one or more
equity offerings. Following such redemption, at least 65% of the total principal
amount of the Bresnan senior notes must remain outstanding.
At any time prior to February 1, 2002, the issuers may also redeem up to
35% of the total principal amount at maturity of the Bresnan senior discount
notes at a redemption price equal to 109.250% of the accreted value thereof plus
accrued and unpaid interest, if any, to the date of redemption, with the net
cash proceeds of one or more equity offerings. Following such redemption, at
least 65% of the total principal amount of the Bresnan senior discount notes
must remain outstanding.
The Bresnan notes will be senior unsecured obligations of the issuers and
will rank equal in right of payment with all existing and future senior debt of
and will be senior in right of payment to all its existing and future
subordinated debt. Bresnan Capital Corporation has no, and the terms of the
indenture governing the Bresnan notes prohibit it from having any, obligations
other than the Bresnan notes.
Upon the occurrence of specified change of control events, each holder of
Bresnan notes shall have the right to require the issuers to purchase all or any
part of such holder's notes at a purchase price of 101% of the principal amount
in the case of the Bresnan senior notes, and 101% of the accreted value thereof
in the case of the Bresnan senior discount notes, plus accrued and unpaid
interest, if any, to the purchase date.
Among other restrictions, the indenture governing the Bresnan notes limits
the ability of Bresnan Communications Group LLC and its specified subsidiaries
to:
- incur additional debt;
- make specified restricted payments;
- create liens;
- create or permit any restrictions on the payment of dividends or
other distributions to Bresnan Communications Group LLC;
- guarantee debt;
- consolidate with, merge into or transfer all or substantially all of
their assets;
- sell assets; and
- transact business with their affiliates.
As of March 31, 1999, there was $347.7 million in total principal and
interest outstanding on the Bresnan notes.
RIFKIN NOTES
The Rifkin notes were issued by Rifkin Acquisition Partners, L.L.L.P. and
Rifkin Acquisition Capital Corp. as issuers, subsidiaries of Rifkin Acquisitions
Partners, L.L.L.P. other than Rifkin Acquisition Capital Corp. as guarantors,
and Marine Midland Bank as trustee. In March 1996, the issuers exchanged $125
million total principal amount of the originally issued and outstanding 11 1/8%
senior subordinated notes due 2006 for an equivalent amount of new 11 1/8%
senior subordinated notes due 2006. The form and terms of the new Rifkin notes
are substantially identical to the form and terms of the original Rifkin notes
except that the new Rifkin notes have been registered under the Securities Act
and, therefore, do not bear legends restricting the transfer thereof. Interest
on the Rifkin notes accrues at the rate of 11 1/8% per annum and is
128
<PAGE> 132
payable in cash semi-annually in arrears on January 15 and July 15 of each year,
commencing July 15, 1996.
The Rifkin notes are redeemable at the issuers' option, in whole or in
part, at any time on or after January 15, 2001, at 105.563% of the principal
amount together with accrued and unpaid interest, if any, to the date of the
redemption. This redemption premium declines over time to 100% of the principal
amount, plus accrued and unpaid interest, if any, on or after January 15, 2005.
Upon the occurrence of a change of control, each holder of Rifkin notes
will have the right to require the issuers to purchase all or a portion of such
holder's notes at 101% of the principal amount thereof, together with accrued
and unpaid interest, to the date of purchase. Our acquisition of Rifkin will
trigger this right. We are also required by the terms of the Charter Operating
credit facilities to repurchase the total amount of principal and interest
outstanding under the Rifkin and Helicon notes which is in excess of $250
million.
The Rifkin notes are jointly and severally guaranteed on a senior
subordinated basis by specified subsidiaries of the issuers. The guarantees of
the Rifkin notes will be general unsecured obligations of the guarantors and
will be subordinated in right of to all existing and future senior debt of the
guarantors.
Among other restrictions, the indentures governing the Rifkin notes contain
covenants which limit the ability of the issuers and specified subsidiaries to:
- assume additional debt and issue specified additional equity interests;
- make restricted payments;
- enter into transactions with affiliates;
- incur liens;
- make specified contributions and payments to Rifkin Acquisition Partners,
L.L.L.P.;
- transfer specified assets to subsidiaries; and
- merge, consolidate, and transfer all or substantially all of the assets
of Rifkin Acquisition Partners, L.L.L.P. to another person.
As of March 31, 1999, there was $229.5 million total principal and accrued
interest outstanding on the Rifkin notes.
129
<PAGE> 133
DESCRIPTION OF CAPITAL STOCK AND MEMBERSHIP UNITS
GENERAL
Upon the completion of the offering, the capital stock of CCI and the
provisions of CCI's certificate of incorporation and bylaws will be as described
below. Such summaries are qualified by reference to the certificate of
incorporation and the bylaws, copies of which will be filed with the SEC as
exhibits to our registration statement, of which this prospectus forms a part.
Our authorized capital stock will consist of 1,500,000,000 shares of Class
A common stock, par value $.001 per share, 1,000,000,000 shares of Class B
common stock, par value $.001 per share and 250,000,000 shares of preferred
stock, par value $.001 per share.
COMMON STOCK
As of the completion of the offering, there will be shares of
Class A common stock issued and outstanding and shares of Class B
common stock issued and outstanding.
VOTING RIGHTS. The holders of Class A common stock and Class B common
stock generally have identical rights, except (A) 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 the number of votes per share equal to: (i) ten, multiplied by
the sum of (a) the number of shares of Class B common stock held by the holder
and (b) the number of shares of Class B common stock into which the Charter
Holdco membership units held as of the applicable record date, directly or
indirectly, by the holder are exchangeable pursuant to an agreement between the
corporation and the holder; divided by (ii) the number of shares of Class B
common stock held by such holder; and (B) the holders of Class B common stock
have the sole power to amend the provisions of CCI's certificate of
incorporation relating to the activities in which CCI may engage. See "Certain
Relationships and Related Transactions -- Allocation of Business Opportunities
with Mr. Allen". The Class B common stockholders are entitled to elect all but
one member of CCI's board of directors. Class A and Class B common stockholders,
voting together as one class, are entitled to elect the members of CCI's board
of directors that are not elected by the holders of the Class B common stock or
by the holders of any series of preferred stock which is entitled to elect
directors. Holders of shares of Class A common stock and Class B common stock
are not entitled to cumulate their votes in the election of directors. Other
than the election of directors and any matters where Delaware law or CCI's
certificate of incorporation requires otherwise, all matters to be voted on by
stockholders must be approved by a majority of the votes entitled to be cast by
the shares of Class A common stock and Class B common stock present in person or
represented by proxy, voting together as a single class, subject to any voting
rights granted to holders of any preferred stock. Amendments to CCI's
certificate of incorporation that would alter or change the powers, preferences
or special rights of the Class A common stock or the Class B common stock so as
to affect them adversely also must be approved by a majority of the votes
entitled to be cast by the holders of the outstanding shares affected by the
amendment, voting as a separate class. In addition, any amendment to CCI's
certificate of incorporation (1) to issue any Class B common stock other than in
exchange for Charter Holdco membership units and other than pursuant to
specified stock splits and dividends, (2) to issue stock having more than one
vote per share or (3) affecting the voting powers of the Class B common stock,
shall be approved upon the affirmative vote of the holders of at least a
majority of the voting power of the outstanding Class B common stock, voting as
a separate class. If for any reason the Class B common stock no longer is high
vote stock, then CCI will assign to Charter Investment its rights and
obligations as sole manager of Charter Holdco under the CCI management agreement
and of Charter Operating under the Charter Operating management agreement.
DIVIDENDS. Holders of Class A common stock and Class B common stock will
share ratably (based on the number of shares of common stock held) in any
dividend declared by CCI's board
130
<PAGE> 134
of directors, subject to any preferential rights of any outstanding preferred
stock. Dividends consisting of shares of Class A common stock and Class B common
stock may be paid only as follows: (i) shares of Class A common stock may be
paid only to holders of shares of Class A common stock, and shares of Class B
common stock may be paid only to holders of Class B common stock; and (ii) the
number of shares of each class of common stock payable per share of such class
of common stock shall be equal in number.
Conversion of Class B Common Stock. All of the outstanding shares of Class
B common stock will automatically convert into shares of Class A common stock if
(1) Mr. Allen and his affiliates sell or dispose of shares of CCI common stock
or Charter Holdco membership units such that after such dispositions they own
less than 20% of their combined investment in CCI and Charter Holdco measured as
of the closing date of this offering and (2) at any time following this event,
his and his affiliates' percentage ownership of CCI and its subsidiaries on a
combined basis is less than 5% of the total combined equity of CCI and its
subsidiaries. Each holder of a share of Class B common stock has the right to
convert such shares into one share of Class A common stock at any time on a
one-for-one basis. Only approved Class B common stockholders may own shares of
Class B common stock. Approved Class B common stockholders are Paul G. Allen,
Jerald L. Kent, Barry L. Babcock, Howard L. Wood and entities controlled by
Messrs. Allen, Kent, Babcock and Wood. If an approved Class B common stockholder
transfers any shares of Class B common stock to a person other than an approved
Class B common stockholder, these shares of Class B common stock will
automatically convert into shares of shares of Class A common stock.
OTHER RIGHTS. In the event of any merger or consolidation by CCI with or
into another company in connection with which shares of CCI's common stock are
converted into or exchanged for shares of stock, other securities or property
(including cash), all holders of CCI's common stock, regardless of class, will
be entitled to receive the same kind and amount of shares of stock and other
securities and property (including cash), provided that if the shares of CCI's
common stock are converted into or exchanged for shares of capital stock, such
shares received so exchanged for or converted into may differ to the extent and
only to the extent that the Class A common stock and the Class B common stock
differ as provided in the certificate of incorporation.
Upon CCI's liquidation, dissolution or winding up, after payment in full of
the amounts required to be paid to holders of preferred stock, if any, all
holders of common stock, regardless of class, are entitled to share ratably in
any assets and funds available for distribution to holders of shares of common
stock.
No shares of any class of common stock are subject to redemption or have
preemptive rights to purchase additional shares of common stock.
Upon consummation of the offering, all the outstanding shares of Class A
common stock and Class B common stock will be legally issued, fully paid and
nonassessable.
PREFERRED STOCK
Upon the closing of the offering, CCI's board of directors will be
authorized, without further stockholder approval, to issue from time to time up
to an aggregate of 250,000,000 shares of preferred stock in one or more series
and to fix the numbers, powers, designations, preferences, and any special
rights of the shares of each such series thereof, including the dividend rights,
dividend rates, conversion rights, voting rights (subject, if applicable, to the
approval of holders of the Class B common stock), terms of redemption (including
sinking fund provisions), redemption price or prices, liquidation preferences
and the number of shares constituting any series or designations of such series.
Upon the closing of the offering, there will be no shares of preferred stock
outstanding. CCI has no present plans to issue any shares of preferred stock.
131
<PAGE> 135
OPTIONS
As of June 30, 1999, options to purchase a total of units in Charter
Holdco were outstanding pursuant to the Charter Holdco 1999 option plan. None of
these options will vest before April 2000. In addition, options to
purchase units in Charter Holdco were outstanding pursuant to an employment
agreement and a related agreement. Of these options, vested on
December 23, 1998 with the remainder vesting at a rate of 1/36th on the first of
each month for months 13 through 48.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF CCI'S CERTIFICATE OF INCORPORATION AND
BYLAWS
Provisions of CCI's certificate of incorporation and bylaws will be deemed
to have an anti-takeover effect and may delay, defer or prevent a tender offer
or takeover attempt that a stockholder might consider in its best interest,
including those attempts that might result in a premium over the market price
for the shares held by stockholders.
SPECIAL MEETING OF STOCKHOLDERS. Our bylaws provide that special meetings
of our stockholders may be called only by the chairman of our board of directors
or a majority of our board of directors.
ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS. Our bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must provide timely notice
thereof in writing. To be timely, a stockholder's notice must be delivered to or
mailed and received at our principal executive offices, not less than 90 days
nor more than 120 days prior to the annual meeting; provided, that in the event
that less than 100 days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to be
timely must be received by the close of business on the 10th day following the
date on which notice of the date of the meeting is given to stockholders or made
public, whichever first occurs. Our bylaws also specify certain requirements as
to the form and content of a stockholder's notice. These provisions may preclude
stockholders from bringing matters before an annual meeting of stockholders or
from making nominations for directors at an annual meeting of stockholders.
AUTHORIZED BUT UNISSUED SHARES. The authorized but unissued shares of
common stock and preferred stock are available for future issuance without
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued shares of common stock and preferred stock could render
more difficult or discourage an attempt to obtain control of us by means of a
proxy contest, tender offer, merger or otherwise.
MEMBERSHIP UNITS
Immediately following the offering, there will be Charter
Holdco membership units issued and outstanding, of which will be
held by Charter Investment, of which will be held by Vulcan III,
and of which will be held by CCI.
The number of outstanding Charter Holdco membership units that CCI owns
will at all times, to the extent practicable, equal the number of shares of
CCI's outstanding common stock. CCI's Charter Holdco membership units will be a
separate series of membership units entitling CCI to have at least a majority of
the voting power of all membership units of Charter Holdco. However, if for any
reason our Class B common stock no longer is high vote stock, then the Charter
Holdco operating agreement provides that the Charter Holdco membership units
held by CCI will no longer have special voting privileges and the Charter Holdco
membership units held by Charter Investment, Vulcan III and Mr. Allen will
control Charter Holdco.
132
<PAGE> 136
The net cash proceeds that CCI receives from any issuance of shares of
common stock will be concurrently transferred to Charter Holdco in exchange for
membership units equal in number to the number of shares of common stock issued
by CCI.
As part of the consideration for the Rifkin acquisition, specified sellers
may elect to receive preferred membership units in Charter Holdco. The value of
these units will accrete at an annual rate of 8.0% and will be mandatorily
redeemable by Charter Holdco after 15 years. The holders of these preferred
units will have the right to cause Charter Holdco to redeem these units for five
years from the acquisition closing. If the acquisition closes prior to this
offering, the preferred units will be exchangeable for shares of Class A common
stock in CCI.
EXCHANGE AGREEMENT
Upon the closing of the offering, we will have entered into an agreement
permitting Vulcan III and Charter Investment to exchange at any time any or all
of their Charter Holdco membership units for shares of Class B common stock. The
agreement will also permit all holders of Charter Holdco membership units other
than CCI, Vulcan III and Charter Investment to exchange at any time any or all
of their membership units for shares of Class A common stock. Any exchange will
be made on a one-for-one basis.
SPECIAL ALLOCATION OF LOSSES
Charter Holdco's operating agreement will provide that through the end of
2003, losses of Charter Holdco that would otherwise have been allocated to CCI
(generally based on the percentage of membership units in Charter Holdco held by
it) will instead be allocated, on a per unit basis, to the membership units held
by Vulcan III and Charter Investment at the time of the closing of the offering.
At the time that Charter Holdco first has profits that would otherwise have been
allocated to CCI (generally based on the percentage of membership units in
Charter Holdco held by it), such profits will instead be allocated to the
membership units held (at the time of the closing of the offering) by Vulcan III
and Charter Investment until such time as the amount of profits specially
allocated to each such membership unit is equal to the amount of losses
specially allocated to each such membership unit pursuant to the previous
sentence. These provisions are collectively referred to as the special tax
allocations.
In certain situations, the special tax allocations could result in CCI
having to pay taxes in an amount that is more or less than if Charter Holdco had
allocated profits and losses to CCI in proportion to the number of membership
units it owns. For example, if Vulcan III exchanged some or all of its
membership units with CCI for Class A common stock prior to the date that
special allocations of profits to Vulcan III were sufficient to reverse all
prior special allocations of losses, it is possible that CCI could be required
to pay higher taxes in years following such an exchange than if the special tax
allocations had not been adopted. However, CCI does not anticipate that the
special tax allocations would result in CCI having to pay taxes in an amount
that is materially different on a present value basis than the taxes that would
be payable had the special tax allocations not been adopted, although there is
no assurance that a material difference will not result.
REGISTRATION RIGHTS
HOLDERS OF CLASS B COMMON STOCK. Pursuant to a registration rights
agreement CCI has entered into with the holders of its Class B common stock,
these holders have the right to cause us to register the shares of Class A
common stock issued to them upon conversion of their shares of Class B common
stock into or the exchange of their Charter Holdco membership units for Class A
common stock.
This registration rights agreement provides that each eligible holder is
entitled to unlimited "piggyback" registration rights permitting them to include
their shares of Class A common stock
133
<PAGE> 137
in registration statements filed by us. These holders may also exercise their
demand rights causing us, subject to certain limitations, to register their
Class A shares, provided that the amount of shares subject to each demand
constitutes at least % of CCI's outstanding common stock on the date of
such demand or has a market value in excess of $ million. We are obligated
to pay the costs associated with all such registrations.
Immediately following the offering, shares of Class A common
stock to be issued upon conversion of Class B common stock into or exchange of
Charter Holdco membership units for Class A common stock will have the
registration rights described above.
RIFKIN SELLERS. Pursuant to the registration rights agreement CCI will
enter into with specified sellers in the Rifkin acquisition, these sellers are
entitled to registration rights with respect to the shares of Class A common
stock issuable upon exchange of the membership units in Charter Holdco which
were issued as part of the purchase price for the Rifkin acquisition.
The registration rights agreement will provide that these Rifkin holders
are entitled to unlimited "piggyback" registration rights. These holders will
also have the right, subject to certain limitations, to make two "demands" that
we register the Class A common shares they own, provided that the amount of
Class A common shares subject to such demand constitutes a minimum market value.
We will most likely pay the costs associated with all such registrations.
FALCON SELLERS. Pursuant to the registration rights agreement CCI will
enter into with specified sellers in the Falcon acquisition, these sellers are
entitled to registration rights with respect to the shares of Class A common
stock issuable upon exchange of Charter Holdco membership units to be issued to
them as part of the consideration for the Falcon acquisition
These Falcon sellers or their permitted transferees will have "piggyback"
registration rights and, beginning 180 days after the offering, up to four
"demand" registration rights with respect to the Class A common stock issued
upon exchange of the Charter Holdco membership units. The demand registration
rights must be exercised with respect to tranches of Class A common stock worth
at least $40 million at the time of notice of demand or at least $60 million at
the initial public offering price. A majority of the holders of Class A common
stock making a demand may also require us to satisfy our registration
obligations by filing a shelf registration statement. The selling holders of
Class A common stock may also exercise their piggyback rights with respect to
the offering, to the extent this offering occurs concurrently with the closing
of the Falcon acquisition.
BRESNAN SELLERS. Pursuant to the registration rights agreement CCI will
enter into with specified sellers under the Bresnan acquisition, these sellers
are entitled to registration rights with respect to the shares of Class A common
stock issuable upon exchange of the Charter Holdco membership units to be issued
in the Bresnan acquisition.
The Bresnan sellers collectively will have unlimited "piggyback"
registration rights and, beginning 180 days after this offering, up to four
"demand" registration rights with respect to the Class A common stock issued in
exchange for the membership units in Charter Holdco. The demand registration
rights must be exercised with respect to tranches of Class A common stock worth
at least $40 million at the time of notice of demand or at least $60 million at
the initial public offering price.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is ,
New York, New York.
134
<PAGE> 138
SHARES ELIGIBLE FOR FUTURE SALE
Prior to the offering, there has been no public market for our shares of
Class A common stock. Upon the completion of the offering, we will have
shares of Class A common stock issued and outstanding. In addition,
the following shares of Class A common stock will be issuable in the future:
- shares of Class A common stock will be issuable upon conversion of
Class B common stock issuable upon exchange of Charter Holdco membership units
held by Vulcan III and Charter Investment. These membership units are
exchangeable for shares of Class B common stock at any time following the
closing of the offering on a one-for-one basis. Shares of Class B common stock
are convertible into Class A common stock at any time following the closing of
the offering on a one-for-one basis;
- shares of Class A common stock will be issuable upon the exchange of
Charter Holdco membership units issued to specified sellers in our pending
acquisitions, assuming the relevant sellers will elect to receive the maximum
number of Charter Holdco membership units that they are entitled to receive;
- shares of Class A common stock will be issuable upon the exchange of
membership units in Charter Holdco that are received upon the exercise of
options granted under the Charter Holdco option plan and to CCI's chief
executive officer. Upon issuance, these membership units will be immediately
exchanged for shares of Class A common stock, without any further action by the
optionholder. None of the options under the plan will be exercisable before
April 2000; and
- shares of Class A common stock will be issuable upon conversion of
CCI's outstanding Class B Common Stock on a one-for-one basis.
Of the total number of our shares of Class A common stock issued or
issuable as described above, shares will be eligible for immediate
resale following the later of their issuance and the completion of this
offering. CCI, all of its directors and executive officers, Charter Investment
and Vulcan III have agreed not to dispose of or hedge any of their Class A
common stock or their Charter Holdco membership units or securities convertible
into or exchangeable for Class A common stock or membership units during the
period from the date of this prospectus continuing through the date 180 days
after the date of this prospectus, except with the prior written consent of
Goldman, Sachs & Co.
In addition, of the total number of shares of Class A common stock issued
or issuable as described above, shares may only be sold in
compliance with Rule 144 under the Securities Act of 1933, unless registered
under the Securities Act of 1933 pursuant to demand or piggyback registration
rights. Substantially all of the shares of Class A common stock issuable upon
exchange of Charter Holdco membership units and all shares of Class A common
stock issuable upon conversion of shares of our Class B common stock will have
demand and piggyback registration rights attached to them.
The sale of a substantial number of shares of Class A common stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Class A common stock. In addition, any such sale or perception
could make it more difficult for us to sell equity securities or equity-related
securities in the future at a time and price that we deem appropriate.
We anticipate that a registration statement on Form S-8 covering the Class
A common stock that may be issued pursuant to the exercise of options under the
Charter Holdco option plan will be filed promptly after completion of the
offering. The shares of Class A common stock covered by the Form S-8
registration statement generally may be resold in the public market without
restriction or limitation, except in the case of our affiliates who generally
may only resell such shares in accordance with the provisions of Rule 144 of the
Securities Act of 1933, other than the holding period requirement.
135
<PAGE> 139
CERTAIN UNITED STATES TAX CONSIDERATIONS
FOR NON-UNITED STATES HOLDERS
GENERAL
The following is a general discussion of the material United States federal
income and estate tax consequences of the ownership and disposition of our Class
A common stock by a Non-U.S. Holder. As used in this prospectus, the term
"non-U.S. holder" is any person or entity that, for United States federal income
tax purposes, is either a nonresident alien individual, a foreign corporation, a
foreign partnership or a foreign trust, in each case not subject to United
States federal income tax on a net basis in respect of income or gain with
respect to our common stock.
This discussion does not address all aspects of United States federal
income and estate taxes that may be relevant to a particular non-U.S. holder in
light of the holder's particular circumstances. This discussion is not intended
to be applicable in all respects to all categories of non-U.S. holders, some of
whom may be subject to special treatment under United States federal income tax
laws, including "controlled foreign corporations," "passive foreign investment
companies," and "foreign personal holding companies". Moreover, this discussion
does not address United States state or local or foreign tax consequences. This
discussion is based on provisions of the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated under, and administrative
and judicial interpretations of, the Internal Revenue Code in effect on the date
of this prospectus. All of these authorities may change, possibly with
retroactive effect or different interpretations. The following summary is
included in this prospectus for general information. Accordingly, prospective
investors are urged to consult their tax advisors regarding the United States
federal, state, local and non-United States income and other tax consequences of
acquiring, holding and disposing of shares of our common stock.
An individual may be deemed to be a resident alien, as opposed to a
nonresident alien, by virtue of being present in the United States for at least
31 days in the calendar year and for an aggregate of at least 183 days during a
three-year period ending in the current calendar year. In determining whether an
individual is present in the United States for at least 183 days, all of the
days present in the current year, one-third of the days present in the
immediately preceding year and one-sixth of the days present in the second
preceding year are counted. Resident aliens are subject to United States federal
income and estate tax in the same manner as United States citizens and
residents.
DIVIDENDS
We do not anticipate paying cash dividends on our capital stock in the
foreseeable future. See "Dividend Policy". In the event, however, that dividends
are paid on shares of our Class A common stock, dividends paid to a non-U.S.
holder of our Class A common stock generally will be subject to United States
withholding tax at a 30% rate, unless an applicable income tax treaty provides
for a lower withholding rate. Non-U.S. holders should consult their tax advisors
regarding their entitlement to benefits under a relevant income tax treaty.
Currently, the applicable United States Treasury regulations presume,
absent actual knowledge to the contrary, that dividends paid to an address in a
foreign country are paid to a resident of such country for purposes of the 30%
withholding tax discussed above. However, recently finalized United States
Treasury regulations provide that in the case of dividends paid after December
31, 2000, United States backup withholding tax at a 31% rate will be imposed on
dividends paid to non-U.S. holders if the certification or documentary evidence
procedures and requirements set forth in such regulations are not satisfied
directly or through an intermediary. Further, in order to claim the benefit of
an applicable income tax treaty rate for dividends paid after December 31, 2000,
a non-U.S. holder must comply with certification requirements set forth
136
<PAGE> 140
in the recently finalized United States Treasury regulations. The final United
States Treasury regulations also provide special rules for dividend payments
made to foreign intermediaries, United States or foreign wholly owned entities
that are disregarded for United States federal income tax purposes and entities
that are treated as fiscally transparent in the United States, the applicable
income tax treaty jurisdiction, or both. Prospective investors should consult
with their own tax advisors concerning the effect, if any, of these tax
regulations and the recent legislation on an investment in the Class A common
stock.
A non-U.S. holder of Class A common stock that is eligible for a reduced
rate of United States withholding tax pursuant to an income tax treaty may
obtain a refund of any excess amounts withheld by filing an appropriate claim
for a refund with the Internal Revenue Service.
Dividends paid to a non-U.S. holder are taxed generally on a net income
basis at regular graduated rates where such dividends are either:
(1) effectively connected with the conduct of a trade or business of
such holder in the United States or
(2) attributable to a permanent establishment of such holder in the
United States.
The 30% withholding tax is not applicable to the payment of dividends if the
Non-U.S. Holder files Form 4224 or any successor form with the payor, or, in the
case of dividends paid after December 31, 2000, such holder provides its United
States taxpayer identification number to the payor. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to an additional
"branch profits tax" at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty.
GAIN ON DISPOSITION OF CLASS A COMMON STOCK
A non-U.S. holder generally will not have to comply with United States
federal income or withholding tax requirements in respect of gain recognized on
a disposition of Class A common stock unless:
(1) the gain is effectively connected with the conduct of a trade or
business of the non-U.S. holder within the United States or of a
partnership, trust or estate in which the non-U.S. holder is a partner or
beneficiary within the United States,
(2) the gain is attributable to a permanent establishment of the
non-U.S. holder within the United States,
(3) the non-U.S. holder is an individual who holds the Class A common
stock as a capital asset within the meaning of Section 1221 of the Internal
Revenue Code, is present in the United States for 183 or more days in the
taxable year of the disposition and meets certain other tax law
requirements,
(4) the non-U.S. holder is a United States expatriate required to pay
tax pursuant to the provisions of United States tax law, or
(5) We are or have been a "United States real property holding
corporation" for federal income tax purposes at any time during the shorter
of the five-year period preceding such disposition or the period that the
non-U.S. holder holds the common stock.
Generally, a corporation is a United States real property holding
corporation if the fair market value of its United States real property
interests equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus its other assets used or held for use in
a trade or business.
We believe that we are not, have not been and do not anticipate becoming, a
United States real property holding corporation for United States federal income
tax purposes. However, even if we were to become a United States real property
holding corporation, any gain realized by a non-U.S. holder still would not be
subject to United States federal income tax if our shares are regularly traded
on an established securities market and the non-U.S. holder did not own,
directly or indirectly, at any time during the five-year period ending on the
date of sale or other
137
<PAGE> 141
disposition, more than 5% of our Class A common stock. If, however, our stock is
not so treated, on a sale or disposition by a non-U.S. holder of our Class A
common stock, the transferee of such stock will be required to withhold 10% of
the proceeds unless we certify that either we are not and have not been a United
States real property holding company or another exemption from withholding
applies.
A non-U.S. holder who is an individual and meets the requirements of clause
(1), (2) or (4) above will be required to pay tax on the net gain derived from a
sale of Class A common stock at regular graduated United States federal income
tax rates. Further, a non-U.S. holder who is an individual and who meets the
requirements of clause (3) above generally will be subject to a flat 30% tax on
the gain derived from a sale. Thus, individual non-U.S. holders who have spent
or expect to spend a short period of time in the United States should consult
their tax advisors prior to the sale of Class A common stock to determine the
United States federal income tax consequences of the sale. A non-U.S. holder who
is a corporation and who meets the requirements of clause (1) or (2) above
generally will be required to pay tax on its net gain at regular graduated
United States federal income tax rates. Such non-U.S. holder may also have to
pay a branch profits tax.
FEDERAL ESTATE TAX
For United States federal estate tax purposes, an individual's gross estate
will include the Class A common stock owned, or treated as owned, by an
individual. Generally, this will be the case regardless of whether such
individual was a United States citizen or a United States resident. This general
rule of inclusion may be limited by an applicable estate tax or other treaty.
INFORMATION REPORTING AND BACKUP WITHHOLDING TAX
Under United States Treasury regulations, we must report annually to the
Internal Revenue Service and to each non-U.S. holder the amount of dividends
paid to such holder and the tax withheld with respect to such dividends. These
information reporting requirements apply regardless of whether withholding is
required. Copies of the information returns reporting such dividends and
withholding may also be made available to the tax authorities in the country in
which the non-U.S. holder is a resident under the provisions of an applicable
income tax treaty or agreement.
Currently, the 31% United States backup withholding tax generally will not
apply:
(1) to dividends which are paid to non-U.S. holders and are taxed at the
regular 30% withholding tax rate as discussed above, or
(2) before January 1, 2001, to dividends paid to a non-U.S. holder at an
address outside of the United States unless the payor has actual
knowledge that the payee is a U.S. holder.
Backup withholding and information reporting generally will apply to
dividends paid to addresses inside the United States on shares of Class A common
stock to beneficial owners that are not "exempt recipients" and that fail to
provide identifying information in the manner required.
The recently finalized United States Treasury regulations provide that in
the case of dividends paid after December 31, 2000, a non-U.S. holder generally
would be subject to backup withholding tax at the rate of 31% unless
(1) certification procedures, or
(2) documentary evidence procedures, in the case of payments made outside
the United States with respect to an offshore account
are satisfied. These regulations generally presume a non-U.S. holder is subject
to backup withholding at the rate of 31% and information reporting requirements
unless we receive
138
<PAGE> 142
certification of the holder's non-United States status. Depending on the
circumstances, this certification will need to be provided either:
(1) directly by the non-U.S. holder,
(2) in the case of a non-U.S. holder that is treated as a partnership or
other fiscally transparent entity, by the partners, shareholders or
other beneficiaries of such entity, or
(3) by qualified financial institutions or other qualified entities on
behalf of the non-U.S. holder.
Information reporting and backup withholding at the rate of 31% generally
will not apply to the payment of the proceeds of the disposition of Class A
common stock by a holder to or through the United States office of a broker or
through a non-United States branch of a United States broker unless the holder
either certifies its status as a non-U.S. holder under penalties of perjury or
otherwise establishes an exemption. The payment of the proceeds of the
disposition by a non-U.S. holder of Class A common stock to or through a
non-United States office of a non-United States broker will not be subject to
backup withholding or information reporting unless the non-United States broker
has a connection to the United States as specified by United States federal tax
law.
In the case of the payment of proceeds from the disposition of Class A
common stock effected by a foreign office of a broker that is a United States
person or a "United States related person," existing regulations require
information reporting on the payment unless:
(1)(A) the broker receives a statement from the owner, signed under penalty
of perjury, certifying its non-United States status or (B) the
broker has documentary evidence in its files as to the non-U.S.
holder's foreign status and the broker has no actual knowledge to
the contrary, and other United States federal tax law conditions are
met or
(2) the beneficial owner otherwise establishes an exemption.
For this purpose, a "U.S. related person" is either:
(1) a "controlled foreign corporation" for United States federal
income tax purposes or
(2) a foreign person 50% or more of whose gross income from all
sources for the three-year period ending with the close of its
taxable year preceding the payment is derived from activities that
are effectively connected with the conduct of a United States
trade or business.
After December 31, 2000, the regulations under the Internal Revenue Code
will impose information reporting and backup withholding on payments of the
gross proceeds from the sale or redemption of Class A common stock that is
effected through foreign offices of brokers having any of a broader class of
specified connections with the United States. Such information reporting and
backup withholding may be avoided, however, if the applicable Internal Revenue
Service certification requirements are complied with. Prospective investors
should consult with their own tax advisors regarding the regulations under the
Internal Revenue Code and in particular with respect to whether the use of a
particular broker would subject the investor to these rules.
Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder will be either refunded or credited against the holder's United
States federal tax liability, provided sufficient information is furnished to
the Internal Revenue Service.
139
<PAGE> 143
LEGAL MATTERS
The validity of the shares of Class A common stock offered in this
prospectus will be passed upon for CCI by Paul, Hastings, Janofsky & Walker LLP,
New York, New York. Certain legal matters in connection with the Class A common
stock offered in this prospectus will be passed upon for the underwriters by
Debevoise & Plimpton, New York, New York.
EXPERTS
The financial statements of Charter Communications, Inc., Charter
Communications Holdings Company, LLC and subsidiaries, CCA Group, CharterComm
Holdings, L.P. and subsidiaries, the Greater Media Cablevision Systems, the
Sonic Communications Cable Television Systems and Long Beach Acquisition Corp.,
included in this offering, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said report.
The combined financial statements of TCI Falcon Systems as of September 30,
1998 and December 31, 1997 and for the nine-month period ended September 30,
1998, and for each of the years in the two-year period ended December 31, 1997,
the combined financial statements of Bresnan Communications Group Systems as of
December 31, 1997 and 1998, and for each of the years in the three-year period
ended December 31, 1998, the consolidated financial statements of Marcus Cable
Company, L.L.C. as of December 31, 1998 (not presented separately herein) and
1997, and for the periods from April 23, 1998 to December 23, 1998 and from
January 1, 1998 to April 22, 1998, and for each of the years in the two-year
period ended December 31, 1997, the combined financial statements of Helicon
Partners I, L.P. and affiliates as of December 31, 1997 and 1998 and for each of
the years in the three-year period ended December 31, 1998, and the financial
statements of Taconic CATV (a component of Taconic Technology Corp.) as of
December 31, 1997 and 1998 and for each of the years then ended, have been
included herein in reliance upon the reports of KPMG LLP, independent certified
public accountants, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Renaissance Media Group LLC, the
combined financial statements of the Picayune, MS, LaFourche, LA, St. Tammany,
LA, St. Landry, LA, Pointe Coupee, LA, and Jackson, TN cable systems, the
financial statements of Indiana Cable Associates, LTD., the financial statements
of R/N South Florida Cable Management Limited Partnership, the combined
financial statements of Fanch Cable Systems (comprised of components of TW
Fanch-one Co. and TW Fanch-two Co.) and the consolidated financial statements of
Falcon Communications, L.P., included in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing elsewhere herein, and are included
herein in reliance upon such reports given on the authority of such firm as
experts in accounting and auditing.
The audited combined financial statements of InterMedia Cable Systems
(comprised of components of InterMedia Partners and InterMedia Capital Partners
IV, L.P.), the audited financial statements of Rifkin Cable Income Partners
L.P., the audited consolidated financial statements of Rifkin Acquisition
Partners, L.L.L.P., the audited consolidated financial statements of Avalon
Cable of Michigan Holdings, Inc. and subsidiaries, the audited consolidated
financial statements of Cable Michigan Inc. and subsidiaries, the audited
consolidated financial statements of Avalon Cable LLC and subsidiaries, the
audited financial statements of Amrac Clear View, a Limited Partnership, the
audited combined financial statements of The Combined Operations of Pegasus
Cable Television of Connecticut, Inc. and the Massachusetts Operations of
Pegasus Cable Television, Inc., included in this prospectus have been audited by
PricewaterhouseCoopers LLP, independent accountants. The entities and periods
covered by these
140
<PAGE> 144
audits are indicated in their reports. Such financial statements have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, given on the
authority of such firm as experts in auditing and accounting.
The financial statements of Amrac Clear View, a Limited Partnership as of
December 31, 1996 and 1997 and for each of the three years in the period ended
December 31, 1997, included in this prospectus, have been so included in
reliance on the report of Greenfield, Altman, Brown, Berger & Katz, P.C.,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
141
<PAGE> 145
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
CHARTER COMMUNICATIONS, INC.
Report of Independent Public Accountants.................... F-8
Balance Sheet as of July 22, 1999........................... F-9
Notes to Financial Statement................................ F-10
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
Report of Independent Public Accountants.................... F-11
Consolidated Balance Sheet as of December 31, 1998.......... F-12
Consolidated Statement of Operations for the period from
December 24, 1998 through December 31, 1998............... F-13
Consolidated Statement of Cash Flows for the period from
December 24, 1998 through December 31, 1998............... F-14
Notes to Consolidated Financial Statements.................. F-15
Report of Independent Public Accountants.................... F-28
Consolidated Balance Sheet as of December 31, 1997.......... F-29
Consolidated Statement of Operations for the period from
January 1, 1998 through December 23, 1998 and for the
years ended December 31, 1997 and 1996.................... F-30
Consolidated Statements of Shareholder's Investment for the
period from January 1, 1998 through December 23, 1998 and
for the years ended December 31, 1997 and 1996............ F-31
Consolidated Statement of Cash Flows for the period from
January 1, 1998 through December 23, 1998 and for the
years ended December 31, 1997 and 1996.................... F-32
Notes to Consolidated Financial Statements.................. F-33
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES:
Independent Auditors' Report.............................. F-42
Consolidated Balance Sheet as of December 31, 1997........ F-43
Consolidated Statements of Operations for the Periods From
April 23 to December 23, 1998 and January 1 to April 22,
1998 and for the Years in the Two-Year Period Ended
December 31, 1997....................................... F-44
Consolidated Statements of Partners' Capital (Deficit) for
the Period From January 1, 1998 to April 22, 1998 and
for Each of the Years in the Two-Year Period Ended
December 31, 1997....................................... F-45
Consolidated Statement of Members' Equity from April 23,
1998 to December 23, 1998............................... F-46
Consolidated Statements of Cash Flows for the Period from
April 23, 1998 to December 23, 1998, From January 1,
1998 to April 22, 1998 and for the Years Ended December
31, 1997 and 1996....................................... F-47
Notes to Consolidated Financial Statements................ F-48
CCA GROUP:
Report of Independent Public Accountants.................. F-60
Combined Balance Sheet as of December 31, 1997............ F-61
Combined Statements of Operations for the Period From
January 1, 1998, Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-62
Combined Statements of Shareholders' Deficit for the
Period From January 1, 1998, Through December 23, 1998
and for the Years Ended December 31, 1997 and 1996...... F-63
Combined Statements of Cash Flows for the Period From
January 1, 1998, Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-64
Notes to Combined Financial Statements.................... F-65
CHARTERCOMM HOLDINGS, L.P.:
Report of Independent Public Accountants.................. F-79
Consolidated Balance Sheet as of December 31, 1997........ F-80
Consolidated Statements of Operations for the Period From
January 1, 1998 Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-81
Consolidated Statements of Partner's Capital for the
Period From January 1, 1998 Through December 23, 1998
and for the Years Ended December 31, 1997 and 1996...... F-82
Consolidated Statements of Cash Flows for the Period From
January 1, 1998 Through December 23, 1998 and for the
Years Ended December 31, 1997 and 1996.................. F-83
Notes to Consolidated Financial Statements................ F-84
</TABLE>
F-1
<PAGE> 146
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
GREATER MEDIA CABLEVISION SYSTEMS:
Report of Independent Public Accountants.................. F-97
Combined Balance Sheets as of March 31, 1999 (unaudited),
September 30, 1998 and 1997............................. F-98
Combined Statements of Income for the Six Months Ended
March 31, 1999 and 1998 (unaudited) and for the Years
Ended September 30, 1998, 1997 and 1996................. F-99
Combined Statements of Changes in Net Assets for the Six
Months Ended March 31, 1999 (unaudited) and for the
Years Ended September 30, 1996, 1997 and 1998........... F-100
Combined Statements of Cash Flows for the Six Months Ended
March 31, 1999 and 1998 (unaudited) and for the Years
Ended September 30, 1998, 1997 and 1996................. F-101
Notes to Combined Financial Statements.................... F-102
RENAISSANCE MEDIA GROUP LLC:
Report of Independent Auditors............................ F-108
Consolidated Balance Sheet as of December 31, 1998........ F-109
Consolidated Statement of Operations for the Year Ended
December 31, 1998....................................... F-110
Consolidated Statement of Changes in Members' Equity for
the Year Ended December 31, 1998........................ F-111
Consolidated Statement of Cash Flows for the Year Ended
December 31, 1998....................................... F-112
Notes to Consolidated Financial Statements for the Year
Ended December 31, 1998................................. F-113
PICAYUNE MS, LAFOURCHE, LA, ST. TAMMANY, LA, ST. LANDRY, LA,
POINTE COUPEE, LA AND JACKSON, TN CABLE TELEVISION
SYSTEMS:
Report of Independent Auditors............................ F-122
Combined Balance Sheet as of April 8, 1998................ F-123
Combined Statement of Operations for the Period from
January 1, 1998 through April 8, 1998................... F-124
Combined Statement of Changes in Net Assets for the Period
from January 1, 1998 through April 8, 1998.............. F-125
Combined Statement of Cash Flows for the Period from
January 1, 1998 through April 8, 1998................... F-126
Notes to Combined Financial Statements.................... F-127
Report of Independent Auditors............................ F-134
Combined Balance Sheets as of December 31, 1996 and
1997.................................................... F-135
Combined Statements of Operations for the Years Ended
December 31, 1995, 1996 and 1997........................ F-136
Combined Statements of Changes in Net Assets for the Years
Ended December 31, 1996 and 1997........................ F-137
Combined Statements of Cash Flows for the Years Ended
1995, 1996 and 1997..................................... F-138
Notes to Combined Financial Statements.................... F-139
HELICON PARTNERS I, L.P. AND AFFILIATES:
Independent Auditors' Report.............................. F-146
Combined Balance Sheets as of December 31, 1997 and
1998.................................................... F-147
Combined Statements of Operations for Each of the Years in
the Three-Year Period Ended December 31, 1998........... F-148
Combined Statements of Changes in Partners' Deficit for
Each of the Years in the Three-Year Period Ended
December 31, 1998....................................... F-149
Combined Statements of Cash Flows for Each of the Years in
the Three-Year Period Ended December 31, 1998........... F-150
Notes to Combined Financial Statements.................... F-151
INTERMEDIA CABLE SYSTEMS (COMPRISED OF COMPONENTS OF
INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS IV,
L.P.):
Report of Independent Accountants......................... F-163
Combined Balance Sheets at December 31, 1998 and 1997..... F-164
Combined Statements of Operations for the Years Ended
December 31, 1998 and 1997.............................. F-165
Combined Statement of Changes in Equity for the Years
Ended December 31, 1998 and 1997........................ F-166
Combined Statements of Cash Flows for the Years Ended
December 31, 1998 and 1997.............................. F-167
Notes to Combined Financial Statements.................... F-168
</TABLE>
F-2
<PAGE> 147
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
RIFKIN CABLE INCOME PARTNERS L.P.:
Report of Independent Accountants......................... F-180
Balance Sheet at December 31, 1997 and 1998............... F-181
Statement of Operations for Each of the Three Years in the
Period Ended December 31, 1998.......................... F-182
Statement of Partners' Equity (Deficit) for Each of the
Three Years in the Period Ended December 31, 1998....... F-183
Statement of Cash Flows for Each of the Three Years in the
Period Ended December 31, 1998.......................... F-184
Notes to Financial Statements............................. F-185
RIFKIN ACQUISITION PARTNERS, L.L.L.P.:
Report of Independent Accountants......................... F-189
Consolidated Balance Sheet at December 31, 1998 and
1997.................................................... F-190
Consolidated Statement of Operations for Each of the Three
Years in the Period Ended December 31, 1998............. F-191
Consolidated Statement of Cash Flows for Each of the Three
Years in the Period Ended December 31, 1998............. F-192
Consolidated Statement of Partners' Capital (Deficit) for
Each of the Three Years in the Period Ended December 31,
1998.................................................... F-193
Notes to Consolidated Financial Statements................ F-194
INDIANA CABLE ASSOCIATES, LTD.:
Report of Independent Auditors............................ F-208
Balance Sheet as December 31, 1997 and 1998............... F-209
Statement of Operations for the Years Ended December 31,
1996, 1997 and 1998..................................... F-210
Statement of Partners' Deficit for the Years Ended
December 31, 1996, 1997 and 1998........................ F-211
Statement of Cash Flows for the Years Ended December 31,
1996, 1997 and 1998..................................... F-212
Notes to Financial Statements............................. F-213
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP:
Report of Independent Auditors............................ F-217
Consolidated Balance Sheet as of December 31, 1997 and
1998.................................................... F-218
Consolidated Statement of Operations for the Years Ended
December 31, 1996, 1997 and 1998........................ F-219
Consolidated Statement of Partners' Equity (Deficit) for
the Years Ended December 31, 1996, 1997 and 1998........ F-220
Consolidated Statement of Cash Flows for the Years Ended
December 31, 1996, 1997 and 1998........................ F-221
Notes to Consolidated Financial Statements................ F-222
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS:
Report of Independent Public Accountants.................. F-226
Statement of Operations and Changes in Net Assets for the
Period from April 1, 1998, through May 20, 1998......... F-227
Statement of Cash Flows for the Period from April 1, 1998,
through May 20, 1998.................................... F-228
Notes to Financial Statements............................. F-229
LONG BEACH ACQUISITION CORP.:
Report of Independent Public Accountants.................. F-232
Statement of Operations for the Period from April 1, 1997,
through May 23, 1997.................................... F-233
Statement of Stockholder's Equity for the Period from
April 1, 1997, through May 23, 1997..................... F-234
Statement of Cash Flows for the Period from April 1, 1997,
through May 23, 1997.................................... F-235
Notes to Financial Statements............................. F-236
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets as of March 31, 1999
(unaudited) and December 31, 1998......................... F-240
Condensed Consolidated Statements of Operations for the
three months ended March 31, 1999 and 1998 (unaudited).... F-241
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1999 and 1998 (unaudited).... F-242
Notes to Condensed Consolidated Financial Statements........ F-243
</TABLE>
F-3
<PAGE> 148
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
RENAISSANCE MEDIA GROUP LLC:
Consolidated Balance Sheets as of March 31, 1999
(unaudited) and December 31, 1998....................... F-248
Consolidated Statement of Operations for the Three Months
Ended March 31, 1999 (unaudited)........................ F-249
Consolidated Statement of Changes in Members' Equity for
the Three Months Ended March 31, 1999 (unaudited)....... F-250
Consolidated Statement of Cash Flows for the Three Months
Ended March 31, 1999 (unaudited)........................ F-251
Notes to Consolidated Financial Statements................ F-252
HELICON PARTNERS I, L.P. AND AFFILIATES:
Unaudited Condensed Combined Balance Sheet as of March 31,
1999.................................................... F-255
Unaudited Condensed Combined Statements of Operations for
the Three-Month Periods Ended March 31, 1998 and 1999... F-256
Unaudited Condensed Combined Statements of Changes in
Partners' Deficit for the Three-Month Period Ended March
31, 1999................................................ F-257
Unaudited Condensed Combined Statements of Cash Flows for
the Three-Month Periods Ended March 31, 1998 and 1999... F-258
Notes to Unaudited Condensed Combined Financial
Statements.............................................. F-259
INTERMEDIA CABLE SYSTEMS (COMPRISED OF COMPONENTS OF
INTERMEDIA PARTNERS AND INTERMEDIA CAPITAL PARTNERS IV,
L.P.):
Combined Balance Sheets as of March 31, 1999 (unaudited)
and December 31, 1998................................... F-261
Combined Statements of Operations for the Three Months
Ended March 31, 1999 and 1998 (unaudited)............... F-262
Combined Statement of Changes in Equity for the Three
Months Ended March 31, 1999 (unaudited) and for the Year
Ended December 31, 1998................................. F-263
Combined Statements of Cash Flows for the Three Months
Ended March 31, 1999 and 1998 (unaudited)............... F-264
Notes to Condensed Combined Financial Statements
(unaudited)............................................. F-265
RIFKIN CABLE INCOME PARTNERS L.P.:
Balance Sheet at December 31, 1998 and March 31, 1999
(unaudited)............................................. F-271
Statement of Operations for the Quarters Ended March 31,
1998 and 1999 (unaudited)............................... F-272
Statement of Partners' Equity for the Quarters Ended March
31, 1998 and 1999 (unaudited)........................... F-273
Statement of Cash Flows for the Quarters Ended March 31,
1998 and 1999 (unaudited)............................... F-274
Notes to Financial Statements............................. F-275
RIFKIN ACQUISITION PARTNERS, L.L.L.P.:
Consolidated Balance Sheet at March 31, 1999 (unaudited)
and December 31, 1998................................... F-277
Consolidated Statement Of Operations for the Three Months
Ended March 31, 1999 and 1998 (unaudited)............... F-278
Consolidated Statement of Cash Flow for the Three Months
Ended March 31, 1999 and 1998 (unaudited)............... F-279
Consolidated Statements of Partners' Capital (Deficit) for
the Three Months Ended March 31, 1999 and 1998
(unaudited)............................................. F-280
Notes to Consolidated Financial Statements................ F-281
INDIANA CABLE ASSOCIATES, LTD.:
Balance Sheet as of March 31, 1999 (unaudited)............ F-283
Statement of Operations for the Three Months Ended March
31, 1998 and 1999 (unaudited)........................... F-284
Statement of Cash Flows for the Three Months Ended March
31, 1998 and 1999 (unaudited)........................... F-285
Notes to Financial Statement (unaudited).................. F-286
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
Consolidated Balance Sheet as of March 31, 1999
(unaudited)............................................. F-287
Consolidated Statement of Operations for the Three Months
Ended March 31, 1998 and 1999 (unaudited)............... F-288
Consolidated Statement of Cash Flows for the Three Months
Ended March 31, 1998 and 1999 (unaudited)............... F-289
Notes to Consolidated Financial Statement (unaudited)..... F-290
</TABLE>
F-4
<PAGE> 149
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AVALON CABLE LLC AND SUBSIDIARIES
Report of Independent Accountants......................... F-291
Consolidated Balance Sheet as of December 31, 1998 and
1997.................................................... F-292
Consolidated Statement of Operations for the year ended
December 31, 1998 and for the period from September 4,
1997 (inception) through December 31, 1997.............. F-293
Consolidated Statements of Changes in Members' Interest
from September 4, 1997 (inception) through December 31,
1998.................................................... F-294
Consolidated Statement of Cash Flows for the year ended
December 31, 1998 and for the period from September 4,
1997 (inception) through December 31, 1997.............. F-295
Notes to the Consolidated Financial Statements............ F-296
AVALON CABLE LLC AND SUBSIDIARIES
Consolidated Balance Sheet as of March 31, 1999
(unaudited)............................................. F-310
Consolidated Statement of Operations for the quarter ended
March 31, 1999 (unaudited).............................. F-311
Consolidated Statement of Changes in Members' Interest for
the quarter ended March 31, 1999 (unaudited)............ F-312
Consolidated Statement of Cash Flows for the quarter ended
March 31, 1999 (unaudited).............................. F-313
Notes to Consolidated Financial Statements (unaudited).... F-314
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
Report of Independent Accountants......................... F-319
Consolidated Balance Sheets as of December 31, 1998 and
1997.................................................... F-320
Consolidated Statement of Operations and Changes in
Accumulated Deficit for the year ended December 31, 1998
and for the period from September 4, 1997 (inception)
through December 31, 1998............................... F-321
Consolidated Statement of Shareholder's Equity for the
period from September 4, 1997 (inception) through
December 31, 1998....................................... F-322
Consolidated Statement of Cash Flows for the year ended
December 31, 1998 and for the period from September 4,
1997 (inception) through December 31, 1997.............. F-323
Notes to the Consolidated Financial Statements............ F-324
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet as of March 31, 1999
(unaudited)............................................. F-338
Consolidated Statement of Operations for the quarter ended
March 31, 1999 (unaudited).............................. F-339
Consolidated Statement of Changes in Shareholders' Equity
for the quarter ended March 31, 1999 (unaudited)........ F-340
Consolidated Statement of Cash Flows for the quarter ended
March 31, 1999 (unaudited).............................. F-341
Notes to Consolidated Financial Statements (unaudited).... F-342
CABLE MICHIGAN, INC. AND SUBSIDIARIES
Report of Independent Accountants......................... F-347
Consolidated Balance Sheets as of December 31, 1997 and
November 5, 1998........................................ F-348
Consolidated Statements of Operations for the years ended
December 31, 1996, 1997 and for the period from January
1, 1998 through November 5, 1998........................ F-349
Consolidated Statements of Changes in Shareholders'
Deficit for the years ended December 31, 1996, 1997 and
for the period from January 1, 1998 through November 5,
1998.................................................... F-350
Consolidated Statement of Cash Flows for the years ended
December 31, 1996, 1997 and for the period from January
1, 1998 through November 5, 1998........................ F-351
Notes to Consolidated Financial Statements................ F-352
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
Report of Independent Accountants......................... F-367
Balance Sheet as of May 28, 1998.......................... F-368
Statement of Operations for the period from January 1,
1998 through May 28, 1998............................... F-369
Statement of Changes in Partners' Equity (Deficit) for the
period from January 1, 1998 through May 28, 1998........ F-370
Statement of Cash Flows for the period from January 1,
1998 through May 28, 1998............................... F-371
Notes to Financial Statements............................. F-372
</TABLE>
F-5
<PAGE> 150
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
Independent Auditors' Report.............................. F-376
Balance Sheets as of December 31, 1996 and 1997........... F-377
Statements of Net Earnings for the years ended December
31, 1995, 1996 and 1997................................. F-378
Statements of Changes in Partners' Equity (Deficit) for
the years ended December 31, 1995, 1996 and 1997........ F-379
Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997..................................... F-380
Notes to Financial Statements............................. F-381
PEGASUS CABLE TELEVISION, INC.
Report of Independent Accountants......................... F-385
Combined Balance Sheets at December 31, 1996 and 1997 and
June 30, 1998........................................... F-386
Combined Statement of Operations for the years ended
December 31, 1995, 1996 and 1997 and the six months
ended June 30, 1998..................................... F-387
Combined Statements of Changes in Stockholder's Deficit
for the three years ended December 31, 1997 and the six
months ended June 30, 1998.............................. F-388
Combined Statements of Cash Flows for the years ended
December 31, 1995, 1996 and 1997 and for the six months
ended June 30, 1998..................................... F-389
Notes to Combined Financial Statements.................... F-390
TACONIC TECHNOLOGY CORP.
Independent Auditors' Report.............................. F-396
Balance Sheets at December 31, 1997 and 1998 and March 31,
1999 (unaudited)........................................ F-397
Statements of Operations and Component Equity for the two
years ended December 31, 1997 and 1998 and three months
ended March 31, 1998 and 1999 (unaudited)............... F-398
Statements of Cash Flows for the years ended December 31,
1997 and 1998 and three months ended March 31, 1998 and
1999 (unaudited)........................................ F-399
Notes to Financial Statements............................. F-400
FALCON COMMUNICATIONS, L.P.
Report of Independent Auditors.............................. F-405
Consolidated Balance Sheets at December 31, 1997 and 1998... F-406
Consolidated Statements of Operations for each of the three
years in the period ended December 31, 1998............... F-407
Consolidated Statements of Partners' Deficit for each of the
three years in the period ended December 31, 1998......... F-408
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1998............... F-409
Notes to Consolidated Financial Statements.................. F-410
Condensed Consolidated Balance Sheets at December 31, 1998
and March 31, 1999 (unaudited)............................ F-431
Condensed Consolidated Statements of Operations for the
three months ended March 31, 1998 and 1999 (unaudited).... F-432
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1998 and 1999 (unaudited).... F-433
Notes to Condensed Consolidated Financial Statements........ F-434
TCI FALCON SYSTEMS
Independent Auditors' Report................................ F-437
Combined Balance Sheets at September 30, 1998 and December
31, 1997.................................................. F-438
Combined Statements of Operations and Parent's Investment
for the period from January 1, 1998 through September 30,
1998 and for the years ended December 31, 1997 and 1996... F-439
Combined Statements of Cash Flows for the period from
January 1, 1998 through September 30, 1998 and for the
years ended December 31, 1997 and 1996.................... F-440
Notes to the Combined Financial Statements for the period
from January 1, 1998 through September 30, 1998 and for
the years ended December 31, 1997 and 1996................ F-441
</TABLE>
F-6
<PAGE> 151
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
FANCH CABLE SYSTEM (comprised of components of TWFanch-one
Co. and TWFanch-two Co.)
Report of Independent Auditors.............................. F-448
Combined Balance Sheets as of December 31, 1998 and 1997.... F-449
Combined Statements of Operations for the years ended
December 31, 1998 and 1997................................ F-450
Combined Statements of Net Assets for the years ended
December 31, 1998 and 1997................................ F-451
Combined Statements of Cash Flows for the years ended
December 31, 1998 and 1997................................ F-452
Notes to Combined Financial Statements...................... F-453
Combined Balance Sheets as of March 31, 1998 (unaudited) and
December 31, 1998......................................... F-458
Combined Statements of Operations for the three months ended
March 31, 1999 and 1998 (unaudited)....................... F-459
Combined Statements of Net Assets for the three months ended
March 31, 1999 and 1998 (unaudited)....................... F-460
Combined Statements of Cash Flows for the three months ended
March 31, 1999 and 1998 (unaudited)....................... F-461
Notes to Combined Financial Statements at March 31, 1999
(unaudited)............................................... F-462
BRESNAN COMMUNICATIONS GROUP LLC
Consolidated Balance Sheets at December 31, 1998 and March
31, 1999 (unaudited)...................................... F-465
Consolidated Statements of Operations and Member's Equity
(Deficit) for the three months ended March 31, 1998 and
1999 (unaudited).......................................... F-466
Consolidated Statements of Cash Flows for the three months
ended March 31, 1998 and 1999 (unaudited)................. F-467
Notes to Consolidated Financial Statements at March 31, 1999
(unaudited)............................................... F-468
BRESNAN COMMUNICATIONS GROUP SYSTEMS
Independent Auditors' Report................................ F-474
Combined Balance Sheets at December 31, 1997 and 1998....... F-475
Combined Statements of Operations and Parents' Investment
for the years ended December 31, 1996, 1997 and 1998...... F-476
Combined Statements of Cash Flows for the years ended
December 31, 1996, 1997 and 1998.......................... F-477
Notes to Combined Financial Statements at December 31, 1996,
1997 and 1998............................................. F-478
</TABLE>
F-7
<PAGE> 152
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Charter Communications, Inc.:
We have audited the accompanying balance sheet of Charter Communications,
Inc. as of July 22, 1999. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement 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 balance sheet referred to above presents fairly, in all
material respects, the financial position of Charter Communications, Inc. as of
July 22, 1999, in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 22, 1999
F-8
<PAGE> 153
CHARTER COMMUNICATIONS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
JULY 22, 1999
-------------
<S> <C>
ASSETS
CASH........................................................ $100
====
STOCKHOLDER'S EQUITY
COMMON STOCK -- $.001 par value, 100 shares authorized,
issued and outstanding.................................... $ --
ADDITIONAL PAID-IN CAPITAL.................................. 100
----
Total stockholder's equity........................ $100
====
</TABLE>
The accompanying notes are an integral part of the balance sheet.
F-9
<PAGE> 154
CHARTER COMMUNICATIONS, INC.
NOTES TO BALANCE SHEET
JULY 22, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION AND BASIS OF PRESENTATION
On July 22, 1999, Charter Investment, Inc. (Charter Investment), a company
controlled by Paul G. Allen, formed a wholly owned subsidiary, Charter
Communications, Inc. (CCI or the Company), a Delaware corporation with an
initial investment of $100. The Company has no operations or cash flows other
than the initial investment made by Charter Investment. Accordingly, statements
of operations and cash flows are not presented.
In July 1999, the Company plans to file a registration statement with the
SEC for the issuance of common stock to the public (IPO). CCI will be a holding
company whose sole asset will be a controlling equity interest in Charter
Communications Holding Company, LLC (Charter Holdco), a direct and indirect
owner of cable systems. CCI will purchase the controlling equity interest in
Charter Holdco using the net proceeds from the IPO.
F-10
<PAGE> 155
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Charter Communications Holding Company, LLC:
We have audited the accompanying consolidated balance sheet of Charter
Communications Holding Company, LLC and subsidiaries as of December 31, 1998,
and the related consolidated statements of operations and cash flows for the
period from December 24, 1998, through December 31, 1998. We did not audit the
balance sheet of Marcus Cable Company, L.L.C. and subsidiaries as of December
31, 1998, that is included in the consolidated balance sheet of Charter
Communications Holding Company, LLC and subsidiaries and reflects total assets
of 40% of the consolidated totals. This balance sheet was audited by other
auditors whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for Marcus Cable Company, L.L.C. and
subsidiaries, is based solely on the report of the other auditors. 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 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 and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Charter Communications Holding Company, LLC and
subsidiaries as of December 31, 1998, and the results of their operations and
their cash flows for the period from December 24, 1998, through December 31,
1998, in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 5, 1999 (except with respect to the
matters discussed in Notes 1 and 12,
as to which the date is April 19, 1999)
F-11
<PAGE> 156
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 10,386
Accounts receivable, net of allowance for doubtful
accounts of $3,528..................................... 31,163
Prepaid expenses and other................................ 8,613
----------
Total current assets................................... 50,162
----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 1,473,727
Franchises, net of accumulated amortization of $112,122... 5,705,420
----------
7,179,147
----------
OTHER ASSETS................................................ 6,347
----------
$7,235,656
==========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 87,950
Accounts payable and accrued expenses..................... 199,831
Payable to related party.................................. 20,000
Payables to manager of cable television systems -- related
party.................................................. 7,675
----------
Total current liabilities.............................. 315,456
----------
LONG-TERM DEBT.............................................. 3,435,251
----------
DEFERRED MANAGEMENT FEES -- RELATED PARTY................... 15,561
----------
OTHER LONG-TERM LIABILITIES................................. 40,097
----------
MEMBERS' EQUITY -- 100 UNITS ISSUED AND OUTSTANDING......... 3,429,291
----------
$7,235,656
==========
</TABLE>
The accompanying notes are an integral part of this consolidated statement.
F-12
<PAGE> 157
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
1998, THROUGH
DECEMBER 31,
1998
-------------
<S> <C>
REVENUES.................................................... $23,450
-------
OPERATING EXPENSES:
Operating costs........................................... 9,957
General and administrative................................ 2,722
Depreciation and amortization............................. 13,811
Corporate expense charges -- related party................ 766
-------
27,256
-------
Loss from operations................................... (3,806)
-------
OTHER INCOME (EXPENSE):
Interest income........................................... 133
Interest expense.......................................... (5,051)
-------
(4,918)
-------
Net loss............................................... $(8,724)
=======
</TABLE>
The accompanying notes are an integral part of this consolidated statement.
F-13
<PAGE> 158
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 24,
1998, THROUGH
DECEMBER 31,
1998
--------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (8,724)
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization.......................... 13,811
Changes in assets and liabilities --
Receivables, net..................................... (8,753)
Prepaid expenses and other........................... (587)
Accounts payable and accrued expenses................ 4,961
Payables to manager of cable television systems...... 473
Other operating activities........................... 2,021
----------
Net cash provided by operating activities......... 3,202
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (13,672)
----------
Net cash used in investing activities............. (13,672)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 15,620
----------
Net cash provided by financing activities......... 15,620
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 5,150
CASH AND CASH EQUIVALENTS, beginning of period.............. 5,236
----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 10,386
==========
CASH PAID FOR INTEREST...................................... $ 6,155
==========
NONCASH TRANSACTION -- Transfer of cable television
operating subsidiaries from the parent company (see Note
1)........................................................ $3,438,015
==========
</TABLE>
The accompanying notes are an integral part of this consolidated statement.
F-14
<PAGE> 159
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation
Charter Communications Holding Company, LLC (CCHC), a Delaware limited
liability company, was formed in 1999 as a wholly owned subsidiary of Charter
Investment, Inc. (Charter), formerly Charter Communications, Inc. Charter,
through its wholly owned cable television operating subsidiary, Charter
Communications Properties, LLC (CCP), commenced operations with the acquisition
of a cable television system on September 30, 1995.
Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter 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, Charter acquired
100% 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 television
operating companies for $2.0 billion, excluding $1.8 billion in debt assumed
from unrelated third parties for fair value. Charter 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 from the date of acquisition. In February 1999, Charter transferred
all of its cable television operating subsidiaries to a wholly owned subsidiary
of Charter Communications Holdings, LLC (Charter Holdings), Charter
Communications Operating, LLC (Charter Operating). Charter Holdings is a wholly
owned subsidiary of CCHC. 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 CCP, CharterComm Holdings and CCA
Group, CCHC has applied push-down accounting in the preparation of the
consolidated financial statements. Accordingly, CCHC increased its members'
equity by $2.2 billion to reflect the amounts paid by Paul G. Allen and Charter.
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. The allocation of the purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
valuation information of intangible assets. The valuation information is
expected to be finalized in the third quarter of 1999. Management believes that
finalization of the purchase price will not have a material impact on the
results of operations or financial position of CCHC.
On April 7, 1999, the cable television operating subsidiaries of Marcus
Cable Company, L.L.C. (Marcus) were transferred to Charter Operating. The
transfer was accounted for as a reorganization of entities under common control
similar to a pooling of interests since Paul G. Allen and a company controlled
by Paul G. Allen purchased substantially all of the outstanding partnership
interests in Marcus in April 1998, and purchased the remaining interest in
Marcus on April 7, 1999.
The consolidated financial statements of CCHC include the accounts of
Charter Operating and CCP and the accounts of CharterComm Holdings and CCA Group
and their subsidiaries since December 23, 1998 (date acquired by Charter), and
the accounts of Marcus since December 23, 1998 (date Paul G. Allen controlled
both Charter and Marcus), and are collectively referred to as the "Company"
herein. All subsidiaries are wholly owned. All material intercompany
transactions and balances have been eliminated. The Company derives its primary
source of revenues by providing various levels of cable television programming
and services to
F-15
<PAGE> 160
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
residential and business customers. As of December 31, 1998, the Company
provided cable television services to customers in 22 states in the U.S.
The consolidated financial statements of CCHC for periods prior to December
24, 1998, are not presented herein since, as a result of the Paul Allen
Transaction and the application of push down accounting, the financial
information as of December 31, 1998, and for the period from December 24, 1998,
through December 31, 1998, is presented on a different cost basis than the
financial information as of December 31, 1997, and for the periods prior to
December 24, 1998. Such information is not comparable.
The accompanying financial statements have been retroactively restated to
include the accounts of Marcus beginning December 24, 1998, using historical
carrying amounts. Previously reported revenues and net loss of the Company,
excluding Marcus, was $13,713 and $4,432, respectively, for the period from
December 24, 1998, through December 31, 1998. Revenues and net loss of Marcus
for the period from December 24, 1998 through December 31, 1998, included in the
accompanying financial statements, was $9,737 and $4,292, respectively.
Previously reported members' equity of the Company, excluding Marcus, was $2.1
billion as of December 31, 1998.
Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1998,
cash equivalents consist primarily of repurchase agreements. 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, and 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 television systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 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
F-16
<PAGE> 161
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 December 31, 1998, 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. On a monthly basis, such fees are
collected from the Company's customers and are periodically remitted to local
franchises. Franchise fees collected and paid are reported as revenues.
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 designed for hedging purposes and
are not held or issued for speculative purposes.
Income Taxes
Income taxes are the responsibility of the individual members or partners
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, CCHC adopted SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information". 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
F-17
<PAGE> 162
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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. PRO FORMA FINANCIAL INFORMATION (UNAUDITED):
In addition to the acquisitions by Charter of CharterComm Holdings and CCA
Group, the Company acquired cable television systems for an aggregate purchase
price, net of cash acquired, of $291,800 and $342,100 in 1998 and 1997,
respectively, and completed the sale of certain former Marcus cable television
systems for an aggregate sales price of $405,000 in 1998, all prior to December
24, 1998. The Company also refinanced substantially all of its long-term debt in
March 1999 (see Note 12).
Unaudited pro forma operating results as though the acquisitions and
refinancing discussed above, including the Paul Allen Transaction and the
combination with Marcus, 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>
YEAR ENDED
DECEMBER 31
-----------------------
1998 1997
---------- ---------
<S> <C> <C>
Revenues.................................................. $1,059,882 $ 971,924
Loss from operations...................................... (143,557) (185,051)
Net loss.................................................. (599,953) (631,592)
</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 or financial position of the Company had these transactions been
completed as of the assumed date or which may be obtained in the future.
3. MEMBERS' EQUITY:
For the period from December 24, 1998, through December 31, 1998, members'
equity consisted of the following:
<TABLE>
<S> <C>
Balance, December 24, 1998.................................. $3,438,015
Net loss.................................................... (8,724)
----------
Balance, December 31, 1998.................................. $3,429,291
==========
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following at December 31,
1998:
<TABLE>
<S> <C>
Cable distribution systems.................................. $1,439,182
Land, buildings and leasehold improvements.................. 41,321
Vehicles and equipment...................................... 61,237
----------
1,541,740
Less -- Accumulated depreciation............................ (68,013)
----------
$1,473,727
==========
</TABLE>
F-18
<PAGE> 163
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
For the period from December 24, 1998, through December 31, 1998,
depreciation expense was $5,029.
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following at December
31, 1998:
<TABLE>
<S> <C>
Accrued interest............................................ $ 34,561
Franchise fees.............................................. 21,441
Programming costs........................................... 21,395
Capital expenditures........................................ 17,343
Accrued income taxes........................................ 15,205
Accounts payable............................................ 7,439
Other accrued liabilities................................... 82,447
--------
$199,831
========
</TABLE>
6. LONG-TERM DEBT:
Long-term debt consists of the following at December 31, 1998:
<TABLE>
<S> <C>
Charter:
Credit Agreements (including CCP, CCA Group and
CharterComm Holdings).................................. $1,726,500
Senior Secured Discount Debentures........................ 109,152
11 1/4% Senior Notes...................................... 125,000
Marcus:
Senior Credit Facility.................................... 808,000
13 1/2% Senior Subordinated Discount Notes................ 383,236
14 1/4% Senior Discount Notes............................. 241,183
----------
3,393,071
Current maturities........................................ (87,950)
Unamortized net premium................................... 130,130
----------
$3,435,251
==========
</TABLE>
CCP Credit Agreement
CCP maintains a credit agreement (the "CCP Credit Agreement"), which
provides for two term loan facilities, one with the principal amount of $60,000
that matures on June 30, 2006, and the other with the principal amount of
$80,000 that matures on June 30, 2007. The CCP Credit Agreement also provides
for a $90,000 revolving credit facility with a maturity date of June 30, 2006.
Amounts under the CCP Credit Agreement bear interest at the LIBOR Rate or Base
Rate, as defined, plus a margin up to 2.88%. The variable interest rates ranged
from 7.44% to 8.19% at December 31, 1998.
CC-I, CC-II Combined Credit Agreement
Charter Communications, LLC and Charter Communications II, LLC,
subsidiaries of CharterComm Holdings, maintains a combined credit agreement (the
"Combined Credit Agreement"), which provides for two term loan facilities, one
with the principal amount of
F-19
<PAGE> 164
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$200,000 that matures on June 30, 2007, and the other with the principal amount
of $150,000 that matures on December 31, 2007. The Combined Credit Agreement
also provides for a $290,000 revolving credit facility, with a maturity date of
June 30, 2007. Amounts under the Combined Credit Agreement bear interest at the
LIBOR Rate or Base Rate, as defined, plus a margin up to 2.0%. The variable
interest rates ranged from 6.69% to 7.31% at December 31, 1998. A quarterly
commitment fee of between 0.25% and 0.375% per annum is payable on the
unborrowed balance of the revolving credit facility.
CharterComm Holdings -- Senior Secured Discount Debentures
CharterComm Holdings issued $146,820 of Senior Secured Discount Debentures
(the "Debentures") for proceeds of $75,000. The Debentures are effectively
subordinated to the claims and creditors of CharterComm Holdings' subsidiaries,
including the lenders under the Combined Credit Agreement. The Debentures are
redeemable at the Company's option at amounts decreasing from 107% to 100% of
principal, plus accrued and unpaid interest to the redemption date, beginning on
March 15, 2001. The issuer is required to make an offer to purchase all of the
Debentures, at a purchase price equal to 101% of the principal amount, together
with accrued and unpaid interest, upon a Change in Control, as defined in the
Debentures Indenture. No interest is payable on the Debentures prior to March
15, 2001. Thereafter, interest on the Debentures is payable semiannually in
arrears beginning September 15, 2001, until maturity on March 15, 2007.
CharterComm Holdings -- 11 1/4% Senior Notes
CharterComm Holdings issued $125,000 aggregate principal amount of 11 1/4%
Senior Notes (the "11 1/4% Notes"). The Notes are effectively subordinated to
the claims of creditors of CharterComm Holdings' subsidiaries, including the
lenders under the Combined Credit Agreements. The 11 1/4% Notes are redeemable
at the Company's option at amounts decreasing from 106% to 100% of principal,
plus accrued and unpaid interest to the date of redemption, beginning on March
15, 2001. The issuer is required to make an offer to purchase all of the 11 1/4%
Notes, at a purchase price equal to 101% of the principal amount, together with
accrued and unpaid interest, upon a Change in Control, as defined in the 11 1/4%
Notes indenture. Interest is payable semiannually on March 15 and September 15
until maturity on March 15, 2006.
As of December 24, 1998, the Debentures and 11 1/4% Notes were recorded at
their estimated fair values resulting in an increase in the carrying values of
the debt and an unamortized net premium as of December 31, 1998. The premium
will be amortized to interest expense over the estimated remaining lives of the
debt using the interest method. As of December 31, 1998, the effective interest
rates on the Debentures and 11 1/4% Notes were 10.7% and 9.6%, respectively.
CCE-I Credit Agreement
Charter Communications Entertainment I LLC, a subsidiary of CCA Group,
maintains a credit agreement (the "CCE-I Credit Agreement"), which provides for
a $280,000 term loan that matures on September 30, 2006, and $85,000 fund loan
that matures on March 31, 2007, and a $175,000 revolving credit facility with a
maturity date of September 30, 2006. Amounts under the CCE-I Credit Agreement
bear interest at either the LIBOR Rate or Base Rate, as defined, plus a margin
up to 2.75%. The variable interest rates ranged from 6.88% to 8.06% at December
31, 1998. A quarterly commitment fee of between 0.375% and 0.5% per annum is
payable on the unborrowed balance of the revolving credit facility.
F-20
<PAGE> 165
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CCE-II Combined Credit Agreement
Charter Communications Entertainment II, LLC and Long Beach LLC,
subsidiaries of CCA Group, maintain a credit agreement (the "CCE-II Combined
Credit Agreement"), which provides for two term loan facilities, one with the
principal amount of $100,000 that matures on March 31, 2005, and the other with
the principal amount of $90,000 that matures on March 31, 2006. The CCE-II
Combined Credit Agreement also provides for a $185,000 revolving credit
facility, with a maturity date of March 31, 2005. Amounts under the CCE-II
Combined Credit Agreement bear interest at either the LIBOR Rate or Base Rate,
as defined, plus a margin up to 2.5%. The variable rates ranged from 6.56% to
7.59% at December 31, 1998. A quarterly commitment fee of between 0.25% and
0.375% per annum is payable on the unborrowed balance of the revolving credit
facility.
CCE Credit Agreement
Charter Communications Entertainment, LLC, a subsidiary of CCA Group,
maintains a credit agreement (the "CCE Credit Agreement") which provides for a
term loan facility with the principal amount of $130,000 that matures on
September 30, 2007. Amounts under the CCE Credit Agreement bear interest at the
LIBOR Rate or Base Rate, as defined, plus a margin up to 3.25%. The variable
interest rate at December 31, 1998, was 8.62%.
CCE-II Holdings Credit Agreement
CCE-II Holdings, LLC, a subsidiary of CCA Group, entered into a credit
agreement (the "CCE-II Holdings Credit Agreement"), which provides for a term
loan facility with the principal amount of $95,000 that matures on September 30,
2006. Amounts under the CCE-II Holdings Credit Agreement bear interest at either
the LIBOR Rate or Base Rate, as defined, plus a margin up to 3.25%. The variable
rate at December 31, 1998, was 8.56%.
Marcus -- Senior Credit Facility
Marcus maintains a senior credit facility (the "Senior Credit Facility"),
which provides for two term loan facilities, one with a principal amount of
$490,000 that matures on December 31, 2002 (Tranche A) and the other with a
principal amount of $300,000 that matures on April 30, 2004 (Tranche B). The
Senior Credit Facility provides for scheduled amortization of the two term loan
facilities which began in September 1997. The Senior Credit Facility also
provides for a $360,000 revolving credit facility ("Revolving Credit Facility"),
with a maturity date of December 31, 2002. Amounts outstanding under the Senior
Credit Facility bear interest at either the (i) Eurodollar rate, (ii) prime rate
or (iii) CD base rate or Federal Funds rate, plus a margin up to 2.25%, which is
subject to certain quarterly adjustments based on the ratio of the issuer's
total debt to annualized operating cash flow, as defined. The variable interest
rates ranged from 6.23% to 7.75% at December 31, 1998. A quarterly commitment
fee ranging from 0.250% to 0.375% per annum is payable on the unused commitment
under the Senior Credit Facility.
Marcus -- 13 1/2% Senior Subordinated Discount Notes
Marcus issued $413,461 face amount of 13 1/2% Senior Subordinated Discount
Notes due August 1, 2004 (the "13 1/2% Notes") for net proceeds of $215,000. The
13 1/2% Notes are unsecured, are guaranteed by Marcus and are redeemable, at the
option of Marcus, at amounts decreasing from 105% to 100% of par beginning on
August 1, 1999. No interest is payable on the 13 1/2% Notes until February 1,
2000. Thereafter, interest is payable semiannually until maturity. The discount
on the 13 1/2% Notes is being accreted using the effective interest method and
the
F-21
<PAGE> 166
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
effective interest rate as of December 31, 1998 was 10.0%. The unamortized
discount was $30,225 at December 31, 1998.
Marcus -- 14 1/4% Senior Discount Notes
Marcus issued $299,228 of 14 1/4% Senior Discount Notes due December 15,
2005 (the "14 1/4% Notes") for net proceeds of $150,003. The 14 1/4% Notes are
unsecured and are redeemable at the option of Marcus at amounts decreasing from
107% to 100% of par beginning on June 15, 2000. No interest is payable until
December 15, 2000. Thereafter, interest is payable semiannually until maturity.
The discount on the 14 1/4% Notes is being accreted using the effective interest
method and the effective interest rate as of December 31, 1998 was 14.1%. The
unamortized discount was $53,545 at December 31, 1998.
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 on and prohibitions of distributions,
substantially all of the net assets of the consolidated subsidiaries are
restricted for distribution to CCHC, the parent company. The parent company's
balance sheet consists solely of an investment in Charter Holdings totaling $3.4
billion and membership equity of $3.4 billion. Equity in losses for the period
from December 24, 1998 through December 31, 1998 consists of $8.7 million.
Based upon outstanding indebtedness at December 31, 1998, and the
amortization of term and fund loans, and scheduled reductions in available
borrowings of the revolving credit facilities, aggregate future principal
payments on the total borrowings under all debt agreements at December 31, 1998,
are as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
- ---- ----------
<S> <C>
1999........................................................ $ 87,950
2000........................................................ 110,245
2001........................................................ 148,950
2002........................................................ 393,838
2003........................................................ 295,833
Thereafter.................................................. 2,482,193
----------
$3,519,009
==========
</TABLE>
F-22
<PAGE> 167
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. FAIR VALUE OF FINANCIAL INSTRUMENTS:
A summary of debt and the related interest rate hedge agreements at
December 31, 1998, is as follows:
<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
DEBT VALUE AMOUNT VALUE
- ---- ---------- ---------- ----------
<S> <C> <C> <C>
Charter:
Charter Credit Agreements (including CCP,
CCA Group and CharterComm Holdings)... $1,726,500 $ -- $1,726,500
Senior Secured Discount Debentures....... 138,102 -- 138,102
11 1/4% Senior Notes..................... 137,604 -- 137,604
Marcus:
Senior Credit Facility................... 808,000 -- 808,000
13 1/2% Senior Subordinated Discount
Notes................................. 425,812 -- 418,629
14 1/4% Senior Discount Notes............ 287,183 -- 279,992
INTEREST RATE HEDGE AGREEMENTS
Swaps...................................... (22,092) 1,505,000 (28,977)
Caps....................................... -- 15,000 --
Collars.................................... (4,174) 310,000 (4,174)
</TABLE>
As the long-term debt under the credit agreements bears interest at current
market rates, their carrying amount approximates market value at December 31,
1998. The fair values of the 11 1/4% Notes, the Debentures, the 13 1/2% Notes
and the 14 1/2% Notes are based on quoted market prices.
The weighted average interest pay rate for the Company's interest rate swap
agreements was 7.1% at December 31, 1998. The weighted average interest rate for
the Company's interest rate cap agreements was 8.45% at December 31, 1998. The
weighted average interest rates for the Company's interest rate collar
agreements were 8.63% and 7.31% for the cap and floor components, 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 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.
F-23
<PAGE> 168
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. RELATED-PARTY TRANSACTIONS:
Charter 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. Actual costs of
certain services are charged directly to the Company and are included in
operating costs. Such costs totaled $128 for the period from December 24, 1998,
through December 31, 1998. All other costs incurred by Charter on behalf of the
Company are recorded as expenses in the accompanying consolidated financial
statements and are included in corporate expense charges -- related party.
Management believes that costs incurred by 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.
Charter 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 $2,435 aggregate stop loss
protection and a loss limitation of $100 per 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 or
a flat fee plus additional fees based on percentages of operating cash flows, as
stipulated in the management agreements between Charter and the operating
subsidiaries. To the extent management fees charged to the Company are
greater(less) than the corporate expenses incurred by Charter, the Company will
record distributions to(capital contributions from) Charter. 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 on behalf of the
Company. As of December 31, 1998, management fees currently payable of $7,675
are included in payables to manager of cable television systems-related party.
Beginning in 1999, the management fee will be based on 3.5% of revenues as
permitted by the new debt agreements of the Company (see Note 12).
The payable to related party represents the reimbursement of costs incurred
by Paul G. Allen in connection with the acquisition of Marcus by Paul G. Allen.
9. 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
December 24, 1998, through December 31, 1998, were $144. Future minimum lease
payments are as follows:
<TABLE>
<S> <C>
1999........................................................ $5,898
2000........................................................ 4,070
2001........................................................ 3,298
2002........................................................ 1,305
2003........................................................ 705
Thereafter.................................................. 3,395
</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
F-24
<PAGE> 169
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
for pole rental attachments for the period from December 24, 1998, through
December 31, 1998, was $226.
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 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 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, 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 consolidated 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
F-25
<PAGE> 170
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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. The Company is subject to state regulation in
Connecticut.
10. 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 made contributions to
the 401(k) Plans totaling $30 for the period from December 24, 1998, through
December 31, 1998.
11. ACCOUNTING STANDARD NOT YET IMPLEMENTED:
In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative 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 is effective for fiscal years beginning after June 15, 1999. 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 in earnings
(loss).
12. SUBSEQUENT EVENTS:
Through April 19, 1999, the Company has entered into definitive agreements
to purchase eight cable television companies, including a swap of cable
television systems, for approximately $4.6 billion. The swap of cable television
systems will be recorded at the fair value of the systems exchanged. The
acquisitions are expected to close no later than March 31, 2000. The
acquisitions will be accounted for using the purchase method of accounting and
accordingly, results of operations of the acquired businesses will be included
in the financial statements from the dates of acquisitions.
In March 1999, concurrent with the issuance of $600.0 million 8.250% Senior
Notes due 2007, $1.5 billion 8.625% Senior Notes due 2009 and $1.475 billion
9.920% Senior Discount Notes due 2011 (collectively, the "CCH Notes"), the
Company extinguished substantially all 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
(the "CCO Credit Agreement") entered into by Charter Operating. CCHC expects to
record an extraordinary loss of approximately $4 million in conjunction with the
extinguishment of substantially all long-term debt and the refinancing of its
credit agreements.
F-26
<PAGE> 171
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The CCO Credit Agreement provides for two term facilities, one with a
principal amount of $1.0 billion that matures September 2008 (Term A), and the
other with the principal amount of $1.85 billion that matures on March 2009
(Term B). The CCO Credit Agreement also provides for a $1.25 billion revolving
credit facility with a maturity date of September 2008. Amounts under the CCO
Credit Agreement bear interest at the Base Rate or the Eurodollar rate, as
defined, plus a margin up to 2.75%. 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. On March 17, 1999, the Company borrowed $1.75 billion
under Term B and invested the excess cash of $1.0 billion in short-term
investments.
In accordance with an employment agreement between Charter and the
President and Chief Executive Officer of Charter options to purchase 3% of the
net equity value of CCHC were issued to the President and Chief Executive
Officer of Charter. The option exercise price is equal to the fair market value
at the date of grant. The options vest over a four year period and expire ten
years from the date of grant.
In February 1999, the Company adopted an option plan providing for the
grant of options to purchase up to an aggregate of 10% of the equity value of
the Company. The option plan provides for grants of options to employees,
officers and directors of CCHC and its affiliates and consultants who provide
services to CCHC. The option exercise price is equal to the fair market value at
the date of grant. Options granted vest over five years. However, if there has
not been a public offering of the equity interests of CCHC or an affiliate,
vesting will occur only upon termination of employment for any reason, other
than for cause or disability. 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.
Options outstanding as of March 31, 1999, are as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------- ----------------------
EXERCISE NUMBER OF REMAINING CONTRACT NUMBER OF
PRICE OPTIONS LIFE (IN YEARS) OPTIONS
- ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
$20.00 16,095,008 9.8 1,761,032
</TABLE>
The Company follows Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" to account for the option plans. No compensation
expense is recognized because the option exercise price is equal to the fair
value of the underlying membership interests on the date of grant. Had
compensation expense for the option plans been determined based on the fair
value at the grant dates under the provisions of SFAS No. 123, the Company's net
loss would have been $10.8 million for the period from December 24, 1998,
through December 31, 1998. The fair value of each option grant is estimated on
the date of grant using the Black-Scholes option pricing model with the
following assumptions: no dividend yield, expected volatility of 44.00%, risk
free rate of 5.00%, and expected option lives of 10 years.
F-27
<PAGE> 172
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Charter Communications Holding Company, LLC:
We have audited the accompanying consolidated balance sheet of Charter
Communications Holding Company, LLC and subsidiaries as of December 31, 1997,
and the related consolidated statements of operations, shareholder's investment
and cash flows for the period from January 1, 1998, through December 23, 1998,
and for the years ended December 31, 1997 and 1996. 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 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 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
Holding Company, LLC and subsidiaries as of December 31, 1997, and the results
of their operations and their cash flows for the period from January 1, 1998,
through December 23, 1998, and for the years ended December 31, 1997 and 1996,
in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 5, 1999 (except with respect to
the matters discussed in Note 1, as to
which the date is April 7, 1999)
F-28
<PAGE> 173
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 626
Accounts receivable, net of allowance for doubtful
accounts of $52........................................ 579
Prepaid expenses and other................................ 32
-------
Total current assets................................... 1,237
-------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 25,530
Franchises, net of accumulated amortization of $3,829..... 28,195
-------
53,725
-------
OTHER ASSETS................................................ 849
-------
$55,811
=======
LIABILITIES AND SHAREHOLDER'S INVESTMENT
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 3,082
Payables to manager of cable television systems -- related
party.................................................. 114
-------
Total current liabilities.............................. 3,196
-------
LONG-TERM DEBT.............................................. 41,500
-------
NOTE PAYABLE TO RELATED PARTY, including accrued interest... 13,090
-------
SHAREHOLDER'S INVESTMENT:
Common stock, $.01 par value, 100 shares authorized, one
issued and outstanding................................. --
Paid-in capital........................................... 5,900
Accumulated deficit....................................... (7,875)
-------
Total shareholder's investment......................... (1,975)
-------
$55,811
=======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-29
<PAGE> 174
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, ------------------
1998 1997 1996
------------- ------- -------
<S> <C> <C> <C>
REVENUES................................................... $ 49,731 $18,867 $14,881
-------- ------- -------
OPERATING EXPENSES:
Operating costs.......................................... 18,751 9,157 5,888
General and administrative............................... 7,201 2,610 2,235
Depreciation and amortization............................ 16,864 6,103 4,593
Corporate expense allocation -- related party............ 6,176 566 446
-------- ------- -------
48,992 18,436 13,162
-------- ------- -------
Income from operations................................ 739 431 1,719
-------- ------- -------
OTHER INCOME (EXPENSE):
Interest income.......................................... 44 41 20
Interest expense......................................... (17,277) (5,120) (4,415)
Other, net............................................... (728) 25 (47)
-------- ------- -------
(17,961) (5,054) (4,442)
-------- ------- -------
Net loss.............................................. $(17,222) $(4,623) $(2,723)
======== ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-30
<PAGE> 175
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S INVESTMENT
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------ ------- ----------- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995................... $-- $ 1,500 $ (529) $ 971
Capital contributions...................... -- 4,400 -- 4,400
Net loss................................... -- -- (2,723) (2,723)
-- ------- -------- --------
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-31
<PAGE> 176
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, -------------------
1998 1997 1996
------------- ------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.............................................. $ (17,222) $(4,623) $ (2,723)
Adjustments to reconcile net loss to net cash provided
by operating activities --
Depreciation and amortization...................... 16,864 6,103 4,593
Loss on sale of cable television system............ -- 1,363 --
Amortization of debt issuance costs, debt discount
and interest rate cap agreements................. 267 123 --
(Gain) loss on disposal of property, plant and
equipment........................................ (14) 130 --
Changes in assets and liabilities, net of effects
from acquisitions --
Receivables, net................................. 10 (227) 6
Prepaid expenses and other....................... (125) 18 312
Accounts payable and accrued expenses............ 16,927 894 3,615
Payables to manager of cable television
systems....................................... 5,288 (153) 160
Other operating activities....................... 569 -- --
--------- ------- --------
Net cash provided by operating activities........ 22,564 3,628 5,963
--------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment............ (15,364) (7,880) (5,894)
Payments for acquisitions, net of cash acquired....... (167,484) -- (34,069)
Proceeds from sale of cable television system......... -- 12,528 --
Other investing activities............................ (486) -- 64
--------- ------- --------
Net cash provided by (used in) investing
activities.................................... (183,334) 4,648 (39,899)
--------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.......................... 217,500 5,100 31,375
Repayments of long-term debt.......................... (60,200) (13,375) (1,000)
Capital contributions................................. 7,000 -- 4,400
Payment of debt issuance costs........................ (3,487) (12) (638)
--------- ------- --------
Net cash provided by (used in) financing
activities.................................... 160,813 (8,287) 34,137
--------- ------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.... 43 (11) 201
CASH AND CASH EQUIVALENTS, beginning of period.......... 626 637 436
--------- ------- --------
CASH AND CASH EQUIVALENTS, end of period................ $ 669 $ 626 $ 637
========= ======= ========
CASH PAID FOR INTEREST.................................. $ 7,679 $ 3,303 $ 2,798
========= ======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-32
<PAGE> 177
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Basis of Presentation
Charter Communications Holding Company, LLC (CCHC), a Delaware limited
liability company, was formed in 1999 as a wholly owned subsidiary of Charter
Investment, Inc. (Charter), formerly Charter Communications, Inc. Charter,
through its wholly owned cable television operating subsidiary, Charter
Communications Properties, LLC (CCP), commenced operations with the acquisition
of a cable television system on September 30, 1995.
Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter 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, Charter acquired
100% 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
from unrelated third parties for fair value. Charter 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 CarterComm Holdings and CCA Group are included in the financial
statements of Charter Holdings from the date of acquisition. In February 1999,
Charter transferred all of its cable television operating subsidiaries to a
wholly owned subsidiary of Charter Communications Holdings, LLC, Charter
Communications Operating, LLC (Charter Operating). Charter Holdings is a wholly
owned subsidiary of CCHC. The transfer was accounted for as a reorganization of
entities under common control similar to a pooling of interests.
On April 7, 1999, the cable television operating subsidiaries of Marcus
Cable Company, L.L.C. (Marcus) were transferred to Charter Operating. The
transfer was accounted for as a reorganization of entities under common control
similar to a pooling of interests, since Paul G. Allen and a company controlled
by Paul G. Allen purchased substantially all of the outstanding partnership
interests in Marcus in April 1998, and purchased the remaining interests in
Marcus on April 7, 1999.
The accompanying financial statements include the accounts of CCP,
Charter's wholly owned cable operating subsidiary, representing the financial
statements of CCHC and subsidiaries (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 prior to December 23, 1998.
The accounts of Marcus are not included since both Charter and Marcus were not
owned and controlled by the same party prior to December 23, 1998.
As a result of the change in ownership of CCP, CharterComm Holdings and CCA
Group, CCHC has applied push-down accounting in the preparation of the
consolidated financial statements effective December 23, 1998. Accordingly, the
financial statements of CCHC for periods ended on or before December 23, 1998,
are presented on a different cost basis than the financial statements for the
periods after December 23, 1998 (not presented herein), and are not comparable.
Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist primarily of repurchase agreements. These investments
are carried at cost that approximates market value.
F-33
<PAGE> 178
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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, and 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>
In 1997, the Company shortened the useful lives from 10 years to 5 years of
certain plant and equipment included in cable distribution systems associated
with costs of new customer installations. As a result, additional depreciation
of $550 was recorded during 1997. The estimated useful lives were shortened to
be more reflective of average customer lives.
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 television systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 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 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 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. On a monthly basis, such fees are
collected from the Company's customers and are periodically remitted to local
franchises. Franchise fees collected and paid are reported as revenues.
F-34
<PAGE> 179
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 designed for hedging purposes and
are not held or issued for speculative purposes.
Income Taxes
The Company files a consolidated income tax return with Charter. Income
taxes are allocated to the Company in accordance with the tax-sharing agreement
between the Company and Charter.
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. ACQUISITIONS:
In 1998, the Company acquired cable television systems for an aggregate
purchase price, net of cash acquired, of $228,400, comprising $167,500 in cash
and $60,900 in a note payable to Seller. The excess of cost of properties
acquired over the amounts assigned to net tangible assets at the date of
acquisition was $207,600 and is included in franchises.
In 1996, the Company acquired cable television systems for an aggregate
purchase price, net of cash acquired, of $34,100. The excess of the cost of
properties acquired over the amounts assigned to net tangible assets at the date
of acquisition was $24,300 and is included in franchises.
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. The
purchase prices were allocated to tangible and intangible assets based on
estimated fair values at the acquisition dates.
F-35
<PAGE> 180
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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, 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
these transactions been completed as of the assumed date or which may be
obtained in the future.
3. 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
$12,500. The sale of the Ft. Hood system resulted in a loss of $1,363, which is
included in operating costs in the accompanying statement of operations for the
year ended December 31, 1997.
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following at December 31,
1997:
<TABLE>
<S> <C>
Cable distribution systems.................................. $29,061
Land, buildings and leasehold improvements.................. 447
Vehicles and equipment...................................... 1,744
-------
31,252
Less- Accumulated depreciation.............................. (5,722)
-------
$25,530
=======
</TABLE>
For the period from January 1, 1998, through December 23, 1998, and for the
years ended December 31, 1997 and 1996, depreciation expense was $6,249, $3,898
and $2,371, respectively.
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following at December
31, 1997:
<TABLE>
<S> <C>
Accrued interest............................................ $ 292
Capital expenditures........................................ 562
Franchise fees.............................................. 426
Programming costs........................................... 398
Accounts payable............................................ 298
Other....................................................... 1,012
------
$2,988
======
</TABLE>
F-36
<PAGE> 181
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. LONG-TERM DEBT:
The Company maintained a revolving credit agreement (the "Old Credit
Agreement") with a consortium of banks for borrowings up to $47,500, of which
$41,500 was outstanding at December 31, 1997. In 1997, the Credit Agreement was
amended to reflect the impact of the sale of a cable television system. The debt
bears interest, at the Company's option, at rates based on the prime rate of the
Bank of Montreal (the agent bank), or LIBOR, plus the applicable margin based
upon the Company's leverage ratio at the time of the borrowings. The variable
interest rates ranged from 7.44% to 7.63% at December 31, 1997.
In May 1998, the Company entered into a credit agreement (the "CCP Credit
Agreement"), which provides for two term loan facilities, one with the principal
amount of $60,000 that matures on June 30, 2006, and the other with the
principal amount of $80,000 that matures on June 30, 2007. The CCP Credit
Agreement also provides for a $90,000 revolving credit facility with a maturity
date of June 30, 2006. Amounts under the CCP Credit Agreement bear interest at
the LIBOR Rate or Base Rate, as defined, plus a margin of up to 2.88%.
Commencing March 31, 1999, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility shall be reduced on an
annual basis by 3.5% in 1999, 7.0% in 2000, 9.0% in 2001, 10.5% in 2002 and
16.5% in 2003. Commencing March 31, 2000, and at the end of each quarter
thereafter, available borrowings under the term loan shall be reduced on an
annual basis by 6.0% in 2000, 8.0% in 2001, 11.0% in 2002 and 16.5% in 2003.
Commencing March 31, 2000, and at the end of each quarter thereafter, available
borrowings under the other term loan shall be reduced on an annual basis by 1.0%
in 2000, 1.0% in 2001, 1.0% in 2002 and 1.0% in 2003.
The credit agreement requires the Company and/or its subsidiaries to comply
with various financial and other covenants, including the maintenance of certain
operating and financial ratios. This agreement also contains substantial
limitations on, or prohibitions of, distributions, additional indebtedness,
liens, asset sales and certain other items.
The parent company's balance sheet as of December 31, 1997, consists solely
of an investment in its consolidated subsidiaries totaling $(1,975) and
membership equity of $(1,975). Equity in losses for the period from January 1,
1998 through December 23, 1998 and for the years ended December 31, 1997 and
1996 consist of $(17,222), $(4,623) and $(2,723), respectively.
7. NOTE PAYABLE TO RELATED PARTY:
As of December 31, 1997, the Company holds a promissory note payable to CCT
Holdings Corp., a company managed by Charter and acquired by Charter effective
December 23, 1998. The promissory note bears interest at the rates paid by CCT
Holdings Corp. on a note payable to a third party. Principal and interest are
due on September 29, 2005.
F-37
<PAGE> 182
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. FAIR VALUE OF FINANCIAL INSTRUMENTS:
A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:
<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
-------- -------- -------
<S> <C> <C> <C>
Debt
CCP Credit Agreement................................ $41,500 $ -- $41,500
Interest Rate Hedge Agreements
Caps................................................ -- 15,000 --
Collars............................................. -- 20,000 (74)
</TABLE>
As the long-term debt under the credit agreements bears interest at current
market rates, its carrying amount approximates market value at December 31,
1997.
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 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. 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 financial position or
results of operations.
9. INCOME TAXES:
At December 31, 1997, the Company had net operating loss carryforwards of
$9,594, which if not used to reduce taxable income in future periods, expire in
the years 2010 through 2012. As of December 31, 1997, the Company's deferred
income tax assets were offset by valuation allowances and deferred income tax
liabilities resulting primarily from differences in accounting for depreciation
and amortization.
10. RELATED-PARTY TRANSACTIONS:
Charter 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. Actual costs of
certain services are charged directly to the Company and are included in
operating costs. Such costs totaled $437, $220 and $131, respectively for the
period from January 1, 1998, through December 23, 1998, and the years ended
December 31, 1997 and 1996. All other costs incurred by Charter on behalf of the
Company are expensed in the accompanying 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 this
allocation to be reasonable for the operations of the Company.
F-38
<PAGE> 183
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Charter 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 $2,435 aggregate stop loss
protection and a loss limitation of $100 per 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 and the Company. For the
period from January 1, 1998, through December 23, 1998, and the years ended
December 31, 1997 and 1996, the management fee charged to the Company
approximated the corporate expenses incurred by Charter on behalf of the
Company. Management fees currently payable of $114 are included in payables to
manager of cable television systems -- related party as of December 31, 1997.
11. 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 years ended December 31,
1997 and 1996, were $278, $130 and $91, 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 years ended
December 31, 1997 and 1996, was $421, $271 and $174, 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 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.
F-39
<PAGE> 184
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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. The Company is subject to state regulation in
Connecticut.
12. 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 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. The Company contributed $74, $29 and $22 for the period from
January 1, 1998, through December 23, 1998, and for the years ended December 31,
1997 and 1996, respectively.
Appreciation Rights Plan
Certain employees of Charter participate in the 1995 Charter
Communications, Inc. Appreciation Rights Plan (the "Plan"). The Plan permits
Charter 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 entitle the
participants to receive payment, upon termination or change in control of
Charter, of the excess of the unit
F-40
<PAGE> 185
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
value over the base value (defined as the appreciation value) for each vested
unit. The unit value is based on Charter's adjusted equity, as defined in the
Plan. Deferred compensation expense recorded by Charter is based on the
appreciation value since the grant date and is being amortized over the vesting
period.
As a result of the acquisition of Charter by Paul G. Allen, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. The cost of this plan was allocated to the Company based on
the number of basic customers. Management 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, for the cost of this plan.
13. ACCOUNTING STANDARD NOT YET IMPLEMENTED:
In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative 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 is effective for fiscal years beginning after June 15, 1999. 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 in earnings
(loss).
F-41
<PAGE> 186
INDEPENDENT AUDITORS' REPORT
The Members
Marcus Cable Company, L.L.C.:
We have audited the accompanying consolidated balance sheets of Marcus
Cable Company, L.L.C. and subsidiaries as of December 31, 1998 and 1997 (which
December 31, 1998 balance sheet is not presented separately herein) and the
related consolidated statements of operations, members' equity and cash flows
for the period from April 23, 1998 to December 23, 1998 and the consolidated
statements of operations, partners' capital (deficit), and cash flows for the
period from January 1, 1998 to April 22, 1998 and for each of the years in the
two-year period 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 consolidated financial statements based on our
audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Marcus Cable
Company, L.L.C. and subsidiaries as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for the periods from April 23,
1998 to December 23, 1998 and from January 1, 1998 to April 22, 1998 and for
each of the years in the two-year period ended December 31, 1997, in conformity
with generally accepted accounting principles.
As discussed in note 1 to the consolidated financial statements,
substantially all of Marcus Cable Company, L.L.C. was acquired by Vulcan Cable,
Inc. and Paul G. Allen as of April 22, 1998 in a business combination accounted
for as a purchase. As a result of the application of purchase accounting, the
consolidated financial statements of Marcus Cable Company, L.L.C. and
subsidiaries for the period from April 23, 1998 to December 23, 1998 are
presented on a different cost basis than those for periods prior to April 23,
1998, and accordingly, are not directly comparable.
/s/ KPMG LLP
Dallas, Texas
February 19, 1999
(except for the tenth paragraph of Note 1
which is as of April 7, 1999)
F-42
<PAGE> 187
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR (NOTE 1)
--------------------
1997
----
<S> <C>
ASSETS
- ----------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents................................. $ 1,607
Accounts receivable, net of allowance of $1,800 in 1998
and $1,904 in 1997..................................... 23,935
Prepaid expenses and other................................ 2,105
----------
Total current assets.............................. 27,647
Investment in cable television systems:
Property, plant and equipment............................. 706,626
Franchises................................................ 972,440
Noncompetition agreements................................. 6,770
Other assets................................................ 36,985
----------
$1,750,468
==========
LIABILITIES AND PARTNERS' CAPITAL
- ----------------------------------------------------------------------------------
Current liabilities:
Current maturities of long-term debt...................... $ 67,499
Accrued liabilities....................................... 68,754
----------
Total current liabilities......................... 136,253
Long-term debt.............................................. 1,531,927
Other long-term liabilities................................. 2,261
Partners' capital........................................... 80,027
----------
$1,750,468
==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-43
<PAGE> 188
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR (NOTE 1)
SUCCESSOR (NOTE 1) -----------------------------------------------
-------------------- YEAR ENDED DECEMBER 31
PERIOD FROM APRIL 23 PERIOD FROM JANUARY 1 -----------------------
TO DECEMBER 23, 1998 TO APRIL 22, 1998 1997 1996
-------------------- --------------------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Cable services.............. $ 332,139 $ 157,389 $ 473,701 $ 432,172
Management fees -- related
party.................... 181 374 5,614 2,335
--------- --------- --------- ---------
Total revenues...... 332,320 157,763 479,315 434,507
--------- --------- --------- ---------
Operating expenses:
Selling, service and system
management............... 129,435 60,501 176,515 157,197
General and
administrative........... 51,912 24,245 72,351 73,017
Transaction and severance
costs.................... 16,034 114,167 -- --
Management fees -- related
party.................... 3,048 -- -- --
Depreciation and
amortization............. 174,968 64,669 188,471 166,429
--------- --------- --------- ---------
Total operating
expenses.......... 375,397 263,582 437,337 396,643
--------- --------- --------- ---------
Operating income
(loss)............ (43,077) (105,819) 41,978 37,864
--------- --------- --------- ---------
Other (income) expense:
Interest expense............ 93,103 49,905 151,207 144,376
Gain on sale of assets...... -- (43,662) -- (6,442)
--------- --------- --------- ---------
Total other
expense........... 93,103 6,243 151,207 137,934
--------- --------- --------- ---------
Loss before
extraordinary
item.............. (136,180) (112,062) (109,229) (100,070)
Extraordinary item -- gain on
early retirement of debt.... (2,384) -- -- --
--------- --------- --------- ---------
Net loss............ $(133,796) $(112,062) $(109,229) $(100,070)
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-44
<PAGE> 189
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR (NOTE 1)
----------------------------------
CLASS B
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
-------- -------- -----
<S> <C> <C> <C>
Balance at December 31, 1995.......................... $(21,396) $ 310,722 $ 289,326
Net loss............................................ (200) (99,870) (100,070)
-------- --------- ---------
Balance at December 31, 1996.......................... (21,596) 210,852 189,256
Net loss............................................ (218) (109,011) (109,229)
-------- --------- ---------
Balance at December 31, 1997.......................... (21,814) 101,841 80,027
Net loss -- January 1, 1998 to April 22, 1998....... (224) (111,838) (112,062)
-------- --------- ---------
Balance at April 22, 1998............................. $(22,038) $ (9,997) $ (32,035)
======== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-45
<PAGE> 190
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
SUCCESSOR (NOTE 1)
----------------------------------------
MARCUS
CABLE
PROPERTIES, VULCAN
L.L.C. CABLE, INC. TOTAL
----------- ----------- ----------
<S> <C> <C> <C>
Initial capitalization (note 3)...................... $53,200 $1,346,800 $1,400,000
Capital contribution (note 3)........................ -- 20,000 20,000
Net loss -- April 23, 1998 to December 23, 1998...... (5,084) (128,712) (133,796)
------- ---------- ----------
Balance at December 23, 1998......................... $48,116 $1,238,088 $1,286,204
======= ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-46
<PAGE> 191
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SUCCESSOR (NOTE 1) PREDECESSOR (NOTE 1)
-------------------- ---------------------------------------------------
YEAR ENDED DECEMBER 31,
PERIOD FROM APRIL 23 PERIOD FROM JANUARY 1 --------------------------
TO DECEMBER 23, 1998 TO APRIL 22, 1998 1997 1996
-------------------- --------------------- ---- ----
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss............................ $(133,796) $(112,062) $(109,229) $(100,070)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Extraordinary item -- gain on
early retirement of debt........ (2,384) -- -- --
Gain on sale of assets............ -- (43,662) -- (6,442)
Depreciation and amortization..... 174,969 64,669 188,471 166,429
Non cash interest expense......... 52,942 24,819 72,657 63,278
Amortization of carrying value
premium......................... (11,043) -- -- --
Changes in assets and liabilities,
net of working capital
adjustments for acquisitions:
Accounts receivable, net........ 6,550 1,330 (6,439) (70)
Prepaid expenses and other...... (1,356) (1,855) 95 (574)
Other assets.................... -- (16) (385) (502)
Payables to related party....... 3,048 -- -- --
Accrued liabilities............. (1,504) 90,804 9,132 (3,063)
--------- --------- --------- ---------
Net cash provided by
operating activities:...... 87,426 24,027 154,302 118,986
--------- --------- --------- ---------
Cash flows from investing activities:
Acquisition of cable systems........ -- (57,500) (53,812) (10,272)
Proceeds from sale of assets, net of
cash acquired and selling costs... 340,568 64,564 -- 20,638
Additions to property, plant and
equipment......................... (158,388) (65,715) (197,275) (110,639)
Other............................... (648) (42) -- --
--------- --------- --------- ---------
Net cash provided by (used
in) investing
activities:................ 181,532 (58,693) (251,087) (100,273)
--------- --------- --------- ---------
Cash flows from financing activities:
Borrowings under Senior Credit
Facility.......................... 158,750 59,000 226,000 65,000
Repayments under Senior Credit
Facility.......................... (343,250) (16,250) (131,250) (95,000)
Repayments of notes and
debentures........................ (109,344) -- -- --
Payment of debt issuance costs...... -- (99) (1,725) --
Cash contributed by member.......... 20,000 -- -- --
Payments on other long-term
liabilities....................... (550) (321) (667) (88)
--------- --------- --------- ---------
Net cash provided by (used
in) financing activities... (274,394) 42,330 92,358 (30,088)
--------- --------- --------- ---------
Net decrease in cash and cash
equivalents......................... (5,436) 7,664 (4,427) (11,375)
Cash and cash equivalents at the
beginning of the period............. 9,271 1,607 6,034 17,409
--------- --------- --------- ---------
Cash and cash equivalents at the end
of the period....................... $ 3,835 $ 9,271 $ 1,607 $ 6,034
========= ========= ========= =========
Supplemental disclosure of cash flow
information:
Interest paid....................... $ 52,631 $ 28,517 $ 81,155 $ 83,473
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-47
<PAGE> 192
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(1) ORGANIZATION AND BASIS OF PRESENTATION
Marcus Cable Company, L.L.C. ("MCCLLC") and subsidiaries (collectively, the
"Company") is a Delaware limited liability company, 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 (note 3).
The Company derives its 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 Marcus Cable Operating
Company, L.L.C. ("MCOC"), a wholly-owned subsidiary of the Company. The Company
has operated its 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. 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
interests and substantially all of the general partner interest in MCCLP. Under
the terms of the purchase agreement, the owner of the remaining 0.6% general
partner interest (the "Minority Interest") in the Company can cause Vulcan to
purchase the 0.6% general partner interest under certain conditions, or Vulcan
can cause the Minority Interest to sell its interest to Vulcan under certain
conditions, at a fair value of not less than $8,000.
As a result of this acquisition (the "Vulcan Acquisition"), the Company has
applied purchase accounting in the preparation of the accompanying consolidated
financial statements. Accordingly, MCCLP adjusted its equity as of April 23,
1998 to reflect the amount paid in the Vulcan Acquisition and has allocated that
amount to assets acquired and liabilities assumed based on their relative fair
values. The excess of the purchase price over the fair value of MCCLP's tangible
and separately identifiable intangible assets less liabilities was allocated as
franchises. The allocation of the purchase price is based, in part, on
preliminary information which is subject to adjustment upon completion of
certain appraisal and valuation information.
The total transaction was valued at $3,243,475 and was allocated as
follows:
<TABLE>
<S> <C>
Franchises...................................... $2,492,375
Property, plant and equipment................... 735,832
Noncompetition agreements....................... 6,343
Other assets.................................... 8,925
----------
$3,243,475
==========
</TABLE>
The transaction was initially funded through cash payments of $1,392,000
from Vulcan and the assumption of $1,809,621 in net liabilities. In addition,
Vulcan incurred direct costs of the acquisition (principally financial advisory,
legal and accounting fees) of $20,000, which will be reimbursed by the Company.
In addition, the Company recorded the fair value of the Minority Interest of
$8,000 in equity and $13,854 in direct transaction costs.
In connection with the Vulcan Acquisition, the Company incurred transaction
costs of approximately $114,167, comprised of $90,167 paid to employees of the
Company in settlement of specially designated Class B units in MCCLP ("EUnit")
granted in past periods by the general partner of MCCLP, and $24,000 of
transaction fees paid to certain equity partners for investment
F-48
<PAGE> 193
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
banking services. These transaction costs have been included in the accompanying
consolidated statement of operations for the period from January 1, 1998 to
April 22, 1998.
As a result of the Vulcan Acquisition and the application of purchase
accounting, financial information in the accompanying consolidated financial
statements and notes thereto for the period from April 23, 1998 to December 23,
1998 (the "Successor Period") are presented on a different cost basis than the
financial information as of December 31, 1997 and for the period from January 1,
1998 to April 22, 1998 and for the years ended December 31, 1997 and 1996 (the
"Predecessor Period"), and therefore, such information is not comparable.
Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter Communications, Inc. ("Charter").
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 operations of the Company were transferred to Charter Operating
subsequent to the purchase by Paul G. Allen of the Minority Interest. The
transfer was accounted for as a reorganization of entities under common control
similar to a pooling of interests. For periods subsequent to December 23, 1998
(the date Paul G. Allen controlled both Charter and the Company), the accounts
of the Company will be included in the consolidated financial statements of
Charter Holdings at historical carrying amounts.
As a result of the combination of the Company and Charter, the Company
recognized severance and stay-on bonus compensation of $16,034, which is
included in Transaction and Severance Costs in the accompanying statement of
operations for the period from April 22, 1998 to December 23, 1998. As of
December 23, 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, an additional 50 employees will be terminated. The remaining balance of
$2,400 is to be paid by April 30, 1999 and an additional $400 in stay-on bonuses
will be recorded as compensation in 1999 as the related services are provided.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) CASH EQUIVALENTS
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist of certificates of deposit and money market funds.
These investments are carried at cost which approximates market value.
(b) 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.
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>
F-49
<PAGE> 194
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(c) FRANCHISES
Costs incurred in obtaining and renewing cable 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, including the
Vulcan Acquisition, represent the excess of the cost of properties acquired over
the amounts assigned to net tangible and identifiable intangible assets at date
of acquisition and are amortized using the straight-line method over a period of
15 years. Accumulated amortization was $264,600 at December 31, 1997.
The historical cost of $37,274 and the related accumulated amortization of
$9,959 for the going concern value of acquired cable television systems as of
December 31, 1997 has been reflected in the caption "Franchises" in the
accompanying consolidated balance sheet. This asset was amortized in the
Predecessor Period using the straight-line method over a period of up to 15
years.
(d) NONCOMPETITION AGREEMENTS
Noncompetition agreements are amortized using the straight-line method over
the term of the respective agreements. Accumulated amortization was $19,144 at
December 31, 1997.
(e) OTHER ASSETS
Debt issuance costs were amortized to interest expense over the term of the
related debt. Debt issuance costs associated with debt outstanding at the Vulcan
Acquisition date were eliminated in connection with pushdown accounting.
(f) 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.
(g) 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 December 31, 1997, no installation revenue has
been deferred, as direct selling costs exceeded installation revenue.
Management fee revenues are recognized concurrently with the recognition of
revenues by the managed cable television system, or as a specified monthly
amount as stipulated in the management agreement. Incentive management fee
revenue is recognized upon performance of specified actions as stipulated in the
management agreement.
F-50
<PAGE> 195
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(h) 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 and
therefore, no taxable income since inception.
(i) INTEREST RATE HEDGE AGREEMENTS
The Company manages fluctuations in interest rates by using interest rate
hedge agreements, as required by certain of its debt agreements. Interest rate
swaps and caps 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.
The Company's interest rate swap agreements require the Company to pay a
fixed rate and receive a floating rate thereby creating thereby creating fixed
rate debt. Interest rate caps 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 designed for hedging purposes and
are not held or issued for speculative purposes.
(j) 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.
(k) 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 is effective for fiscal
years beginning after June 15, 1999. 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).
(3) CAPITAL STRUCTURE
PARTNERS' CAPITAL
(a) CLASSES OF PARTNERSHIP INTERESTS
The MCCLP partnership agreement (the "Partnership Agreement") provided for
Class B Units and Convertible Preference Units. Class B Units consisted of
General Partner Units ("GP Units") and Limited Partner Units ("LP Units"). To
the extent that GP Units had the right to
F-51
<PAGE> 196
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
vote, GP Units voted as Class B Units together with Class B LP Units. Voting
rights of Class B LP Units were limited to items specified under the Partnership
Agreement. Prior to the dissolution of the Partnership on June 9, 1998, there
were 18,848.19 GP Units and 294,937.67 Class B LP Units outstanding.
The Partnership Agreement also provided for the issuance of a class of
Convertible Preference Units. These units were entitled to a general
distribution preference over the Class B LP Units and were convertible into
Class B LP Units. The Convertible Preference Units could vote together with
Class B Units as a single class, and the voting percentage of each Convertible
Preference Unit, at a given time, was based on the number of Class B LP Units
into which such Convertible Preference Unit is then convertible. MCCLP had
issued 7,500 Convertible Preference Units with a distribution preference and
conversion price of two thousand dollars per unit.
The Partnership Agreement permitted the General Partner, at its sole
discretion, to issue up to 31,517 Employee Units (classified as Class B Units)
to key individuals providing services to the Company. Employee Units were not
entitled to distributions until such time as all units have received certain
distributions as calculated under provisions of the Partnership Agreement
("subordinated thresholds"). At December 31, 1997 28,033.20 Employee Units were
outstanding with a subordinated threshold ranging from $1,600 to $1,750 per unit
(per unit amounts in whole numbers). In connection with the Vulcan Acquisition,
the amount paid to EUnit holders of $90,167 was recognized as Transaction and
Severance Costs in the period from January 1, 1998 to April 22, 1998.
(b) ALLOCATION OF INCOME AND LOSS TO PARTNERS
MCCLP incurred losses from inception. Losses were allocated as follows:
(1) First, among the partners whose capital accounts exceed their
unreturned capital contributions in proportion to such excesses until each such
partner's capital account equals its unreturned capital contribution; and
(2) Next, to the holders of Class B Units in accordance with their
unreturned capital contribution percentages.
The General Partner was allocated a minimum of 0.2% to 1% of income or loss
at all times, depending on the level of capital contributions made by the
partners.
MEMBERS' EQUITY
Upon completion of the Vulcan Acquisition, Vulcan collectively 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. In connection with
the Vulcan Acquisition, historical partners' capital at April 22, 1998 was
eliminated and the Successor entity was initially recapitalized at $1,400,000
(see note 1). In July 1998, Vulcan contributed $20,000 in cash to the Company
relating to certain employee severance arrangements.
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
F-52
<PAGE> 197
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
balances at June 9, 1998 were transferred to and became the initial equity of
MCCLLC, and thus the accompanying statement of members' equity from April 22,
1998 to December 23, 1998 has been presented as if the conversion of MCCLP into
MCCLLC occurred on April 23, 1998.
As of December 23, 1998, 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) ACQUISITIONS AND DISPOSITIONS
In 1998, the Company acquired cable television systems in the Birmingham,
Alabama area for a purchase price of $57,500. The excess of the cost of
properties acquired over the amounts assigned to net tangible assets and
noncompetition agreements as of the date of acquisition was approximately
$44,603 and is included in franchises.
Additionally, in 1998, the Company completed the sale of certain cable
television systems for an aggregate sales price of $405,132, resulting in a gain
of $43,662. No gains or losses were recognized on the sale of the cable
television systems divested after the Vulcan Acquisition as such amounts are
considered to be an adjustment of the purchase price allocation as these systems
were designated as assets to be sold at the date of the Vulcan Acquisition.
In 1997, the Company acquired cable television systems in the Dallas-Ft.
Worth, Texas area for a purchase price of $35,263. The excess of the cost of
properties acquired over the amounts assigned to net tangible assets as of the
date of acquisition was $15,098 and is included in franchises.
Additionally, in July 1997, the Company completed an exchange of cable
television systems in Indiana and Wisconsin. According to the terms of the trade
agreement, in addition to the contribution of its systems, the Company paid
$18,549.
In 1996, the Company acquired cable television systems in three separate
transactions for an aggregate purchase price of $10,272. The excess of the cost
of properties acquired over the amounts assigned to net tangible assets as of
the date of acquisition was $4,861 and is included in franchises.
Additionally, in 1996, the Company completed the sale of cable television
systems in Washington, D.C. for a sale price of $20,638. The sale resulted in a
gain of $6,442.
The above acquisitions, which were completed during the Predecessor Period,
were accounted for using the purchase method of accounting and, accordingly,
results of operations of the acquired assets have been included in the
accompanying consolidated financial statements from the dates of acquisition.
The purchase prices were allocated to tangible and intangible assets based on
estimated fair market values at the dates of acquisition. The cable system trade
discussed above was accounted for as a nonmonetary exchange and, accordingly,
the additional cash contribution was allocated to tangible and intangible assets
based on recorded amounts of the nonmonetary assets relinquished.
Unaudited pro forma operating results as though 1998 and 1997 acquisitions
and divestitures discussed above, including the Vulcan Acquisition, had occurred
on January 1, 1997, with
F-53
<PAGE> 198
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
adjustments to give effect to amortization of franchises, interest expense and
certain other adjustments is as follows:
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1 TO YEAR ENDED
DECEMBER 23, DECEMBER 31,
1998 1997
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenues......................................... $444,738 $ 421,665
Operating loss................................... (51,303) (56,042)
Net loss......................................... (187,342) (190,776)
</TABLE>
(5) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following at December 31,
1997:
<TABLE>
<CAPTION>
(PREDECESSOR)
-------------
<S> <C>
Cable distribution systems.................................. $878,721
Vehicles and other.......................................... 37,943
Land and buildings.......................................... 17,271
--------
933,935
Accumulated depreciation.................................... (227,309)
--------
$706,626
========
</TABLE>
Depreciation expense for the periods from January 1, 1998 to April 22, 1998
and from April 23, 1998 to December 23, 1998 and for the years ended December
31, 1997 and 1996 was $35,929, $70,538, $96,220, and $72,281, respectively.
(6) OTHER ASSETS
Other assets consist of the following at December 31, 1997:
<TABLE>
<CAPTION>
(PREDECESSOR)
-------------
<S> <C>
Debt issuance costs......................................... $45,225
Other....................................................... 1,090
-------
46,315
Accumulated amortization.................................... (9,330)
-------
$36,985
=======
</TABLE>
(7) ACCRUED LIABILITIES
Accrued liabilities consist of the following at December 31, 1997:
<TABLE>
<CAPTION>
(PREDECESSOR)
-------------
<S> <C>
Accrued operating liabilities............................... $27,923
Accrued programming costs................................... 9,704
Accrued franchise fees...................................... 10,131
Accrued property taxes...................................... 5,125
Accrued interest............................................ 7,949
Other accrued liabilities................................... 7,922
-------
$68,754
=======
</TABLE>
F-54
<PAGE> 199
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(8) LONG-TERM DEBT
The Company has outstanding the following borrowings on long-term debt
arrangements at December 31, 1997:
<TABLE>
<CAPTION>
(PREDECESSOR)
-------------
<S> <C>
Senior Credit Facility...................................... $ 949,750
13 1/2% Senior Subordinated Discount Notes.................. 336,304
14 1/4% Senior Discount Notes............................... 213,372
11 7/8% Senior Debentures................................... 100,000
----------
1,599,426
Less current maturities..................................... 67,499
----------
$1,531,927
==========
</TABLE>
In conjunction with the Vulcan Acquisition and in accordance with purchase
accounting, the Company recorded its outstanding debt at its fair value. As a
result, the Company recognized a carrying value premium (fair market value of
outstanding debt less historical carrying amount) of $108,292 as of the date of
the Vulcan Acquisition. The carrying value premium is being amortized to
interest expense over the estimated remaining lives of the related indebtedness
using the effective interest method.
The Company, through MCOC, maintains a senior credit facility ("Senior
Credit Facility"), which provides for two term loan facilities, one with a
principal amount of $490,000 that matures on December 31, 2002 ("Tranche A") and
the other with a principal amount of $300,000 million that matures on April 30,
2004 ("Tranche B"). The Senior Credit Facility provides for scheduled
amortization of the two term loan facilities which began in September 1997. The
Senior Credit Facility also provides for a $360,000 revolving credit facility
("Revolving Credit Facility"), with a maturity date of December 31, 2002.
Amounts outstanding under the Senior Credit Facility bear interest at either
the: i) Eurodollar rate, ii) prime rate, or iii) CD base rate or Federal Funds
rate, plus a margin of up to 2.25%, which is subject to certain quarterly
adjustments based on the ratio of MCOC's total debt to annualized operating cash
flow, as defined. The variable interest rates ranged from 6.23% to 7.75% and
5.97% to 8.00% at December 23, 1998, and December 31, 1997, respectively. A
quarterly commitment fee ranging from 0.250% to 0.375% per annum is payable on
the unused commitment under the Senior Credit Facility.
On October 16, 1998, the Company entered into an agreement to amend its
Senior Credit Facility. The amendment provides for, among other items, a
reduction in the permitted leverage and cash flow ratios, a reduction in the
interest rate charge under the Senior Credit Facility and a change in the
restriction related to the use of cash proceeds from asset sales to allow such
proceeds to be used to redeem the 11 7/8% Senior Debentures.
In 1995, the Company issued $299,228 of 14 1/4% Senior Discount Notes due
December 15, 2005 (the "14 1/4% Notes") for net proceeds of $150,003. The
14 1/4% Notes are unsecured and rank pari passu to the 11 7/8% Debentures
(defined below). The 14 1/4% Notes are redeemable at the option of MCCLLC at
amounts decreasing from 107% to 100% of par beginning on June 15, 2000. No
interest is payable until December 15, 2000. Thereafter interest is payable
semi-annually until maturity. The discount on the 14 1/4% Notes is being
accreted using the effective interest method. The unamortized discount was
$85,856 at December 31, 1997.
In 1994, the Company, through MCOC, issued $413,461 face amount of 13 1/2%
Senior Subordinated Discount Notes due August 1, 2004 (the "13 1/2% Notes") for
net proceeds of
F-55
<PAGE> 200
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$215,000. The 13 1/2% Notes are unsecured, are guaranteed by MCCLLC and are
redeemable, at the option of MCOC, at amounts decreasing from 105% to 100% of
par beginning on August 1, 1999. No interest is payable on the 13 1/2% Notes
until February 1, 2000. Thereafter, interest is payable semi-annually until
maturity. The discount on the 13 1/2% Notes is being accreted using the
effective interest method. The unamortized discount was $77,157 at December 31,
1997.
In 1993, the Company issued $100,000 principal amount of 11 7/8% Senior
Debentures due October 1, 2005 (the "11 7/8% Debentures"). The 11 7/8%
Debentures were unsecured and were redeemable at the option of the Company on or
after October 1, 1998 at amounts decreasing from 105.9% to 100% of par at
October 1, 2002, plus accrued interest, to the date of redemption. Interest on
the 11 7/8% Debentures was payable semi-annually each April 1 and October 1
until maturity.
On July 1, 1998, $4,500 face amount of the 14 1/4% Notes and $500 face
amount of the 11 7/8% Notes were tendered for gross tender payments of $3,472
and $520 respectively. The payments resulted in a gain on the retirement of the
debt of $753. On December 11, 1998, the 11 7/8% Notes were redeemed for a gross
payment of $107,668, including accrued interest. The redemption resulted in a
gain on the retirement of the debt of $1,631.
The 14 1/4% Notes, 13 1/2% Notes, 11 7/8% Debentures and Senior Credit
Facility are all unsecured and 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.
(9) FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying and fair values of the Company's significant financial
instruments as of December 31, 1997 are as follows:
<TABLE>
<CAPTION>
(PREDECESSOR)
-------------------
CARRYING FAIR
VALUE VALUE
-------- -----
<S> <C> <C>
Senior Credit Facility...................................... $949,750 $949,750
13 1/2% Notes............................................... 336,304 381,418
14 1/4% Notes............................................... 213,372 258,084
11 7/8% Debentures.......................................... 100,000 108,500
</TABLE>
The carrying amount of the Senior Credit Facility approximates fair value
as the outstanding borrowings bear interest at market rates. The fair values of
the 14 1/4% Notes, 13 1/2% Notes, and 11 7/8% Debentures, are based on quoted
market prices. The Company had interest rate swap agreements covering a notional
amount of $500,000 at December 31, 1997.
The weighted average interest pay rate for the interest rate swap
agreements was 5.7% at December 31, 1997. Certain of these agreements allow for
optional extension by the counterparty or for automatic extension in the event
that one month LIBOR exceeds a stipulated rate on any monthly reset date.
Approximately $100,000 notional amount included in the $500,000 notional amount
described above is also modified by an interest rate cap agreement which resets
monthly.
The notional amounts of the 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
F-56
<PAGE> 201
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 values of the interest rate hedge agreements generally reflect the
estimated amounts that the Company would receive or (pay) (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking 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 Senior Credit Facility thereby reducing the exposure
to credit loss. The Company has policies regarding the financial stability and
credit standing of the 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.
(10) 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 pays Charter an annual fee equal to 3% of the gross revenues of the cable
system operations, plus expenses. From October 6, 1998 to December 23, 1998,
management fees under this agreement were $3,048.
Prior to the consummation of the Vulcan Acquisition, affiliates of Goldman
Sachs owned limited partnership interests in MCCLP. Maryland Cable Partners,
L.P. ("Maryland Cable"), which was controlled by an affiliate of Goldman Sachs,
owned the Maryland Cable systems. MCOC managed the Maryland Cable systems under
the Maryland Cable Agreement. Pursuant to such agreement, MCOC earned a
management fee equal to 4.7% of the revenues of Maryland Cable.
Effective January 31, 1997, Maryland Cable was sold to a third party.
Pursuant to the Maryland Cable Agreement, MCOC recognized incentive management
fees of $5,069 during the twelve months ended December 31, 1997 in conjunction
with the sale. Although MCOC is no longer involved in the active management of
the Maryland Cable systems, MCOC has entered into an agreement with Maryland
Cable to oversee the activities, if any, of Maryland Cable through the
liquidation of the partnership. Pursuant to such agreement, MCOC earns a nominal
monthly fee. During the periods from January 1, 1998 to April 22, 1998 and from
April 23, 1998 to December 23, 1998, MCOC earned total management fees of $374
and $181, respectively. Including the incentive management fees noted above,
during the years ended December 31, 1997 and 1996, MCOC earned total management
fees of $5,614 and $2,335, respectively.
(11) EMPLOYEE BENEFIT PLAN
The Company sponsors a 401(k) plan for its employees whereby employees that
qualify for participation under the 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 matches participant
contributions up to a maximum of 2% of a participant's salary. For the periods
from January 1, 1998 to April 22, 1998 and from April 23, 1998 to December 23,
1998, and for the years ended December 31, 1997 and 1996, the Company made
contributions to the plan of $329, $536, $761 and $480, respectively.
F-57
<PAGE> 202
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(12) COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the periods from
January 1, 1998 to April 22, 1998 and from April 23, 1998 to December 23, 1998,
and for the years ended December 31, 1997 and 1996 were $1,098, $2,222, $3,230,
and $2,767, 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 for pole
attachments for the periods from January 1, 1998 to April 22, 1998 and from
April 23, 1998 to December 23, 1998 and for the years ended December 31, 1997
and 1996 were $1,372 , $2,620, $4,314, and $4,008, respectively.
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 23,
1998, the amount returned 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.
F-58
<PAGE> 203
MARCUS CABLE COMPANY, L.L.C. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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.
LITIGATION
In Alabama, Indiana, Texas and Wisconsin, customers have filed punitive
class action lawsuits on behalf of all person residing in those respective
states who are or were potential customers of the Company's cable television
service, and who have been charged a processing fee for delinquent payment of
their cable bill. The actions challenge the legality of the processing fee and
seek declaratory judgment, injunctive relief and unspecified damages. In Alabama
and Wisconsin, the Company has entered into joint speculation and case
management orders with attorneys for plaintiffs. A Motion to Dismiss is pending
in Indiana. The Company intends to vigorously defend the actions. At this stage
of the actions, the Company is not able to project 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.
(13) SUBSEQUENT EVENT (UNAUDITED)
In March 1999, concurrent with the issuance of Senior Notes and Senior
Discount Notes, the combined company (Charter and the Company, see note 1)
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 the Company and Charter with a new credit
agreement entered into by a wholly owned subsidiary of the combined company.
F-59
<PAGE> 204
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To CCA Group:
We have audited the accompanying combined balance sheet of CCA Holdings
Corp., CCT Holdings Corp. and Charter Communications Long Beach, Inc.
(collectively CCA Group) and subsidiaries as of December 31, 1997, and the
related combined statements of operations, shareholders' deficit and cash flows
for the period from January 1, 1998, through December 23, 1998, and for the
years ended December 31, 1997 and 1996. These combined 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 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of CCA Group and
subsidiaries as of December 31, 1997, and the combined results of their
operations and their cash flows for the period from January 1, 1998, through
December 23, 1998, and for the years ended December 31, 1997 and 1996, in
conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 5, 1999
F-60
<PAGE> 205
CCA GROUP
COMBINED BALANCE SHEET -- DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 4,501
Accounts receivable, net of allowance for doubtful
accounts of $926....................................... 9,407
Prepaid expenses and other................................ 1,988
Deferred income tax asset................................. 5,915
----------
Total current assets.............................. 21,811
----------
RECEIVABLE FROM RELATED PARTY, including accrued interest... 13,090
----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 352,860
Franchises, net of accumulated amortization of $132,871... 806,451
----------
1,159,311
----------
OTHER ASSETS................................................ 13,731
----------
$1,207,943
==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 25,625
Accounts payable and accrued expenses..................... 48,554
Payables to manager of cable television systems -- related
party.................................................. 1,975
----------
Total current liabilities......................... 76,154
----------
DEFERRED REVENUE............................................ 1,882
----------
DEFERRED INCOME TAXES....................................... 117,278
----------
LONG-TERM DEBT, less current maturities..................... 758,795
----------
DEFERRED MANAGEMENT FEES.................................... 4,291
----------
NOTES PAYABLE, including accrued interest................... 348,202
----------
SHAREHOLDERS' DEFICIT:
Common stock.............................................. 1
Additional paid-in capital................................ 128,499
Accumulated deficit....................................... (227,159)
----------
Total shareholders' deficit....................... (98,659)
----------
$1,207,943
==========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-61
<PAGE> 206
CCA GROUP
COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, --------------------
1998 1997 1996
------------- ---- ----
<S> <C> <C> <C>
REVENUES.............................................. $ 324,432 $289,697 $233,392
--------- -------- --------
EXPENSES:
Operating costs..................................... 135,705 122,917 102,977
General and administrative.......................... 28,440 26,400 18,687
Depreciation and amortization....................... 136,689 116,080 96,547
Management fees -- related parties.................. 17,392 11,414 8,634
--------- -------- --------
318,226 276,811 226,845
--------- -------- --------
Income from operations........................... 6,206 12,886 6,547
--------- -------- --------
OTHER INCOME (EXPENSE):
Interest income..................................... 4,962 2,043 1,883
Interest expense.................................... (113,824) (108,122) (88,999)
Other, net.......................................... (294) 171 (2,504)
--------- -------- --------
(109,156) (105,908) (89,620)
--------- -------- --------
Net loss......................................... $(102,950) $(93,022) $(83,073)
========= ======== ========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-62
<PAGE> 207
CCA GROUP
COMBINED STATEMENTS OF SHAREHOLDERS' DEFICIT
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------ ---------- ----------- -----
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995................. $ 1 $ 99,999 $ (51,064) $ 48,936
Net loss................................. -- -- (83,073) (83,073)
--- -------- --------- ---------
BALANCE, December 31, 1996................. 1 99,999 (134,137) (34,137)
Capital contributions.................... -- 28,500 -- 28,500
Net loss................................. -- -- (93,022) (93,022)
--- -------- --------- ---------
BALANCE, December 31, 1997................. 1 128,499 (227,159) (98,659)
Capital contributions.................... -- 5,684 -- 5,684
Net loss................................. -- -- (102,950) (102,950)
--- -------- --------- ---------
BALANCE, December 23, 1998................. $ 1 $134,183 $(330,109) $(195,925)
=== ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-63
<PAGE> 208
CCA GROUP
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, YEAR ENDED
1998, THROUGH DECEMBER 31
DECEMBER 23, ---------------------
1998 1997 1996
------------- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $(102,950) $(93,022) $ (83,073)
Adjustments to reconcile net loss to net cash
provided by operating activities --
Depreciation and amortization................... 136,689 116,080 96,547
Amortization of debt issuance costs and non cash
interest cost................................. 44,701 49,107 39,927
(Gain) loss on sale of property, plant and
equipment..................................... 511 (156) 1,257
Changes in assets and liabilities, net of
effects from acquisitions --
Accounts receivable, net...................... 4,779 222 (1,393)
Prepaid expenses and other.................... 243 (175) 216
Accounts payable and accrued expenses......... 3,849 8,797 3,855
Payables to manager of cable television
systems, including deferred management
fees....................................... 3,485 784 448
Deferred revenue.............................. 1,336 559 (236)
Other operating activities.................... 5,583 (3,207) 1,372
--------- -------- ---------
Net cash provided by operating activities..... 98,226 78,989 58,920
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment......... (95,060) (82,551) (56,073)
Payments for acquisitions, net of cash acquired.... -- (147,187) (122,017)
Other investing activities......................... (2,898) (1,296) 54
--------- -------- ---------
Net cash used in investing activities........... (97,958) (231,034) (178,036)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt....................... 300,400 162,000 127,000
Repayments of long-term debt....................... (64,120) (39,580) (13,100)
Payments of debt issuance costs.................... (8,442) (3,360) (3,126)
Repayments under notes payable..................... (230,994) -- --
Capital contributions.............................. -- 28,500 --
--------- -------- ---------
Net cash provided by (used in) financing
activities.................................... (3,156) 147,560 110,774
--------- -------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS............ (2,888) (4,485) (8,342)
CASH AND CASH EQUIVALENTS, beginning of period....... 4,501 8,986 17,328
--------- -------- ---------
CASH AND CASH EQUIVALENTS, end of period............. $ 1,613 $ 4,501 $ 8,986
========= ======== =========
CASH PAID FOR INTEREST............................... $ 179,781 $ 49,687 $ 51,434
========= ======== =========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-64
<PAGE> 209
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION AND BASIS OF PRESENTATION
CCA Group consists of CCA Holdings Corp. (CCA Holdings), CCT Holdings Corp.
(CCT Holdings) and Charter Communications Long Beach, Inc. (CC-LB), all Delaware
corporations (collectively referred to as "CCA Group" or the "Company") and
their subsidiaries. The combined financial statements of each of these companies
have been combined by virtue of their common ownership and management. All
material intercompany transactions and balances have been eliminated.
CCA Holdings commenced operations in January 1995 in connection with
consummation of the Crown Transaction (as defined below). The accompanying
financial statements include the accounts of CCA Holdings; its wholly-owned
subsidiary, CCA Acquisition Corp. (CAC); CAC's wholly-owned subsidiary, Cencom
Cable Entertainment, Inc. (CCE); and Charter Communications Entertainment I,
L.P. (CCE-I), which is controlled by CAC through its general partnership
interest. Through December 23, 1998, CCA Holdings was approximately 85% owned by
Kelso Investment Associates V, L.P., an investment fund, together with an
affiliate (collectively referred to as "Kelso" herein) and certain other
individuals and approximately 15% by Charter Communications, Inc. (Charter),
manager of CCE-I's cable television systems.
CCT Holdings was formed on January 6, 1995. CCT Holdings commenced
operations in September 1995 in connection with consummation of the Gaylord
Transaction (as defined below). The accompanying financial statements include
the accounts of CCT Holdings and Charter Communications Entertainment II, L.P.
(CCE-II), which is controlled by CCT Holdings through its general partnership
interest. Through December 23, 1998, CCT Holdings was owned approximately 85% by
Kelso and certain other individuals and approximately 15% by Charter, manager of
CCE-II's cable television systems.
In January 1995, CAC completed the acquisition of certain cable television
systems from Crown Media, Inc. (Crown), a subsidiary of Hallmark Cards,
Incorporated (Hallmark) (the "Crown Transaction"). On September 29, 1995, CAC
and CCT Holdings entered into an Asset Exchange Agreement whereby CAC exchanged
a 1% undivided interest in all of its assets for a 1.22% undivided interest in
certain assets to be acquired by CCT Holdings from an affiliate of Gaylord
Entertainment Company, Inc. (Gaylord). Effective September 30, 1995, CCT
Holdings acquired certain cable television systems from Gaylord (the "Gaylord
Transaction"). Upon execution of the Asset Purchase Agreement, CAC and CCT
Holdings entered into a series of agreements to contribute the assets acquired
under the Crown Transaction to CCE-I and certain assets acquired in the Gaylord
acquisition to CCE-II. Collectively, CCA Holdings and CCT Holdings own 100% of
CCE-I and CCE-II.
CC-LB was acquired by Kelso and Charter in May 1997. The accompanying
financial statements include the accounts of CC-LB and its wholly owned
subsidiary, Long Beach Acquisition Corp. (LBAC) from the date of acquisition.
Through December 23, 1998, CC-LB was owned approximately 85% by Kelso and
certain other individuals and approximately 15% by Charter, manager of LBAC's
cable television systems.
Effective December 23, 1998, Paul G. Allen acquired 94% of Charter through
a series of transactions. In conjunction with Mr. Allen's acquisition, Charter
acquired 100% of the outstanding stock of CCA Holdings, CCT Holdings and CC-LB
on December 23, 1998.
F-65
<PAGE> 210
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
In 1998, CCE-I provided cable television service to customers in
Connecticut, Illinois, Massachusetts, Missouri and New Hampshire, CCE-II
provided cable television service to customers in California and LBAC provided
cable television service to customers in Long Beach, California, and certain
surrounding areas.
CASH EQUIVALENTS
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist primarily of repurchase agreements. 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
installation. The costs of disconnecting a residence are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, and equipment replacement costs 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>
In 1997, the Company shortened the estimated useful lives of certain property,
plant and equipment for depreciation purposes. As a result, additional
depreciation of $8,123 was recorded during 1997.
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 television systems represent management's
estimate of fair value and are amortized using the straight-line method over 15
years.
OTHER ASSETS
Debt issuance costs are amortized to interest expense 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.
INCOME TAXES
Income taxes are recorded in accordance with SFAS No. 109, "Accounting for
Income Taxes".
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
F-66
<PAGE> 211
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
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. ACQUISITIONS:
In 1997, CC-LB acquired the stock of LBAC for an aggregate purchase price,
net of cash acquired, of $147,200. In connection with the completion of this
acquisition, LBAC recorded $55,900 of deferred income tax liabilities resulting
from differences between the financial reporting and tax basis of certain assets
acquired. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets at the date of acquisition was $190,200 and is
included in franchises.
In 1996, the Company acquired cable television systems in three separate
transactions for an aggregate purchase price, net of cash acquired, of $122,000.
The excess of the cost of properties acquired over the amounts assigned to net
tangible assets at the dates of acquisition was $100,200 and is included in
franchises.
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 the acquisitions.
Unaudited pro forma operating results for the 1997 acquisitions as though
the acquisitions had been made on January 1, 1997, with pro forma adjustments to
give effect to amortization of franchises, interest expense and certain other
adjustments as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
(UNAUDITED)
-------------
<S> <C>
Revenues.................................................... $303,797
Income from operations...................................... 14,108
Net loss.................................................... (94,853)
</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
these transactions been completed as of the assumed date or which may be
obtained in the future.
3. RECEIVABLE FROM RELATED PARTY:
In connection with the transfer of certain assets acquired in the Gaylord
Transaction to Charter Communications Properties, Inc. (CCP), Charter
Communications Properties Holding Corp. (CCP Holdings), the parent of CCP and a
wholly owned subsidiary of Charter, entered into a $9,447 promissory note with
CCT Holdings. The promissory note bears interest at the rates paid by CCT
Holdings on the Gaylord Seller Note. Principal and interest are due on September
29, 2005. Interest income has been accrued based on an average rate of interest
over the life of the Gaylord Seller Note, which approximates 15.4% and totaled
$1,899 for the period from January 1, 1998, through December 23, 1998, and
$1,806 and $1,547 for the years ended December 31, 1997 and 1996, respectively.
As of December 31, 1997, interest receivable totaled $3,643.
F-67
<PAGE> 212
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following at December 31,
1997:
<TABLE>
<S> <C>
Cable distribution systems.................................. $ 426,241
Land, buildings and leasehold improvements.................. 15,443
Vehicles and equipment...................................... 24,375
---------
466,059
Less -- Accumulated depreciation............................ (113,199)
---------
$ 352,860
=========
</TABLE>
Depreciation expense for the period from January 1, 1998, through December
23, 1998, and for the years ended December 31, 1997 and 1996, was $72,914,
$59,599 and $39,575, respectively.
5. OTHER ASSETS:
Other assets consists of the following at December 31, 1997:
<TABLE>
<S> <C>
Debt issuance costs......................................... $13,416
Note receivable............................................. 2,100
Other....................................................... 1,342
-------
16,858
Less -- Accumulated amortization............................ (3,127)
-------
$13,731
=======
</TABLE>
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following at December
31, 1997:
<TABLE>
<S> <C>
Accrued interest............................................ $ 8,389
Franchise fees.............................................. 6,434
Programming expenses........................................ 5,855
Accounts payable............................................ 4,734
Public education and governmental costs..................... 4,059
Salaries and related benefits............................... 3,977
Capital expenditures........................................ 3,629
Other....................................................... 11,477
-------
$48,554
=======
</TABLE>
F-68
<PAGE> 213
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
7. LONG-TERM DEBT:
Long-term debt consists of the following at December 31, 1997:
<TABLE>
<S> <C>
CCE-I:
Term loans................................................ $274,120
Fund loans................................................ 85,000
Revolving credit facility................................. 103,800
--------
462,920
--------
CCE-II:
Term loans................................................ 105,000
Revolving credit facility................................. 123,500
--------
228,500
--------
LBAC:
Term loans................................................ 85,000
Revolving credit facility................................. 8,000
--------
93,000
--------
Total debt........................................ 784,420
Less -- Current maturities.................................. (25,625)
--------
Total long-term debt.............................. $758,795
========
</TABLE>
CCE-I CREDIT AGREEMENT
CCE-I maintains a credit agreement (the "CCE-I Credit Agreement"), which
provides for a $280,000 term loan that matures on September 30, 2006, an $85,000
fund loan that matures on March 31, 2007, and a $175,000 revolving credit
facility with a maturity date of September 30, 2006. Amounts under the CCE-I
Credit Agreement bear interest at either the LIBOR Rate or Base Rate, as
defined, plus a margin of up to 2.75%. The variable interest rate ranged from
6.88% to 8.06% at December 23, 1998, and from 7.63% to 8.50% and 7.63% to 8.38%
at December 31, 1997 and 1996, respectively.
Commencing June 30, 2002, and at the end of each calendar quarter
thereafter, available borrowings under the revolving credit facility and the
term loan shall be reduced on an annual basis by 12.0% in 2002 and 15.0% in
2003. Commencing June 30, 2002, and at the end of each calendar quarter
thereafter, the available borrowings for the fund loan shall be reduced on an
annual basis by 0.75% in 2002 and 1.0% in 2003. A quarterly commitment fee of
between 0.375% and 0.5% per annum is payable on the unborrowed balance of the
revolving credit facility.
COMBINED CREDIT AGREEMENT
CCE-II and LBAC maintain a credit agreement (the "Combined Credit
Agreement") which provides for two term loan facilities, one with the principal
amount of $100,000 that matures on March 31, 2005, and the other with the
principal amount of $90,000 that matures on March 31, 2006. The Combined Credit
Agreement also provides for a $185,000 revolving credit facility, with a
maturity date of March 31, 2005. Amounts under the Combined Credit Agreement
bear interest at either the LIBOR Rate or Base Rate, as defined, plus a margin
of up to 2.5%. The variable interest rate ranged from 6.56% to 7.59% at December
23, 1998, and from 7.50% to 8.38% at December 31, 1997, respectively.
F-69
<PAGE> 214
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Commencing March 31, 2001, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility and one term loan shall
be reduced on an annual basis by 5.0% in 2001, 15.0% in 2002 and 18.0% in 2003.
Commencing in December 31, 1999, and at the end of each quarter thereafter,
available borrowings under the other term loan shall be reduced on annual basis
by 0.5% in 1999, 0.8% in 2000, 1.0% in 2001, 1.0% in 2002 and 1.0% in 2003. A
quarterly commitment fee of between 0.25% and 0.375% per annum, based upon the
intercompany indebtedness of the Company, is payable on the unborrowed balance
of the revolving credit facility.
CCE CREDIT AGREEMENT
In October 1998, Charter Communications Entertainment, L.P. (CCE L.P.), a
98% direct and indirect owner of CCE-I and CCE-II and indirectly owned
subsidiary of the Company, entered into a credit agreement (the "CCE L.P. Credit
Agreement") which provides for a term loan facility with the principal amount of
$130,000 that matures on September 30, 2007. Amounts under the CCE L.P. Credit
Agreement bear interest at the LIBOR Rate or Base Rate, as defined, plus a
margin of up to 3.25%. The variable interest rate at December 23, 1998, was
8.62%.
Commencing June 30, 2002, and the end of each calendar quarter thereafter,
the available borrowings for the term loan shall be reduced on an annual basis
by 0.75% in 2002 and 1.0% in 2003.
CCE-II HOLDINGS CREDIT AGREEMENT
CCE-II Holdings, LLC (CCE-II Holdings), a wholly owned subsidiary of CCE
L.P. and the parent of CCE-II, entered into a credit agreement (the "CCE-II
Holdings Credit Agreement") in November 1998, which provides for a term loan
facility with the principal amount of $95,000 that matures on September 30,
2006. Amounts under the CCE-II Holdings Credit Agreement bear interest at either
the LIBOR Rate or Base Rate, as defined, plus a margin of up to 3.25%. The
variable rate at December 23, 1998, was 8.56%.
Commencing June 30, 2002, and at the end of each quarter thereafter,
available borrowings under the revolving credit facility and one term loan shall
be reduced on an annual basis by 0.5% in 2002 and 1.0% in 2003.
The credit agreements require the Company to comply with various financial
and nonfinancial covenants, including the maintenance of annualized operating
cash flow to fixed charge ratio, as defined, not to exceed 1.0 to 1.0. These
debt instruments also contain substantial limitations on, or prohibitions of,
distributions, additional indebtedness, liens asset sales and certain other
items.
8. NOTES PAYABLE:
Notes payable consists of the following at December 31, 1997:
<TABLE>
<S> <C>
HC Crown Note............................................... $ 82,000
Accrued interest on HC Crown Note........................... 36,919
Gaylord Seller Note......................................... 165,688
Accrued interest on Gaylord Seller Note..................... 63,595
--------
Total............................................. $348,202
========
</TABLE>
In connection with the Crown Transaction, the Company entered into an
$82,000 senior subordinated loan agreement with a subsidiary of Hallmark, HC
Crown Corp., and pursuant to
F-70
<PAGE> 215
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
such loan agreement issued a senior subordinated note (the "HC Crown Note"). The
HC Crown Note was an unsecured obligation. The HC Crown Note was limited in
aggregate principal amount to $82,000 and has a stated maturity date of December
31, 1999 (the "Stated Maturity Date"). Interest has been accrued at 13% per
annum, compounded semiannually, payable upon maturity. In October 1998, the
Crown Note and accrued interest was paid in full.
In connection with the Gaylord Transaction, CCT Holdings entered into a
$165,700 subordinated loan agreement with Gaylord (the "Gaylord Seller Note").
Interest expense has been accrued based on an average rate of interest over the
life of the Gaylord Seller Note, which approximated 15.4%.
In connection with the Gaylord Transaction, CCT Holdings, CCE L.P. and
Gaylord entered into a contingent payment agreement (the "Contingent
Agreement"). The Contingent Agreement indicates CCE L.P. will pay Gaylord 15% of
any amount distributed to CCT Holdings in excess of the total of the Gaylord
Seller Note, Crown Seller Note and $450,000. In conjunction with the Paul G.
Allen acquisition of Charter and the Company, Gaylord was paid an additional
$132,000 pursuant to the Contingent Agreement and the Gaylord Seller Note was
paid in full.
9. FAIR VALUE OF FINANCIAL INSTRUMENTS:
A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:
<TABLE>
<CAPTION>
1997
--------------------------------
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
-------- -------- -----
<S> <C> <C> <C>
DEBT
Debt under credit agreements............................ $784,420 $ -- $784,420
HC Crown Note (including accrued interest).............. 118,919 -- 118,587
Gaylord Seller Note (including accrued interest)........ 229,283 -- 214,074
INTEREST RATE HEDGE AGREEMENTS
Swaps................................................... -- 405,000 (1,214)
Caps.................................................... -- 120,000 --
Collars................................................. -- 190,000 (437)
</TABLE>
As the long-term debt under the credit agreements bear interest at current
market rates, their carrying amount approximates fair market value at December
31, 1997. Fair value of the HC Crown Note is based upon trading activity at
December 31, 1997. Fair value of the Gaylord Seller Note is based on current
redemption value.
The weighted average interest pay rate for the Company's interest rate swap
agreements was 7.82% at December 31, 1997. The weighted average interest rate
for the Company's interest rate cap agreements was 8.49% at December 31, 1997.
The weighted average interest rates for the Company's interest rate collar
agreements were 9.04% and 7.57% for the cap and floor components, respectively,
at December 31, 1997.
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.
F-71
<PAGE> 216
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
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 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 Senior Credit Facility 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 results of
operations or the financial position of the Company.
10. COMMON STOCK:
The Company's common stock consist of the following at December 31, 1997:
<TABLE>
<S> <C>
CCA Holdings:
Common stock -- Class A, voting, $.01 par value, 100,000
shares authorized; 75,515 shares issued and
outstanding............................................ $ 1
Common stock -- Class B, voting, $.01 par value, 20,000
shares authorized; 4,300 shares issued and
outstanding............................................ --
Common stock -- Class C, nonvoting, $.01 par value, 5,000
shares authorized; 185 shares issued and outstanding... --
---
1
---
CCT Holdings:
Common stock -- Class A, voting, $.01 par value, 20,000
shares authorized; 16,726 shares issued and
outstanding............................................ --
Common stock -- Class B, voting, $.01 par value, 4,000
shares authorized; 3,000 shares issued and
outstanding............................................ --
Common stock -- Class C, nonvoting, $.01 par value, 1,000
shares authorized; 275 shares issued and outstanding... --
---
CC-LB:
Common stock -- Class A, voting, $.01 par value, 31,000
shares authorized, 27,850 shares issued and
outstanding............................................ --
Common stock -- Class B, voting, $.01 par value, 2,000
shares authorized, 1,500 shares issued and
outstanding............................................ --
Common stock -- Class C, nonvoting, $.01 par value, 2,000
shares authorized, 650 shares issued and outstanding... --
---
Total common stock................................ $ 1
===
</TABLE>
CCA HOLDINGS
The Class A Voting Common Stock (CCA Class A Common Stock) and Class C
Nonvoting Common Stock (CCA Class C Common Stock) have certain preferential
rights upon liquidation of CCA Holdings. In the event of liquidation,
dissolution or "winding up" of CCA Holdings, holders of CCA Class A and Class C
Common Stock are entitled to a preference of $1,000 per share. After such amount
is paid, holders of Class B Voting Common Stock (CCA Class B Common Stock) are
entitled to receive $1,000 per share. Thereafter, Class A and Class C
shareholders shall ratably receive the remaining proceeds.
F-72
<PAGE> 217
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
If upon liquidation, dissolution or "winding up" the assets of CCA Holdings
are insufficient to permit payment to Class A and Class C shareholders for their
full preferential amounts, all assets of CCA Holdings shall then be distributed
ratably to Class A and Class C shareholders. Furthermore, if the proceeds from
liquidation are inadequate to pay Class B shareholders their full preferential
amounts, the proceeds are to be distributed on a pro rata basis to Class B
shareholders.
Upon the occurrence of any Conversion Event (as defined within the Amended
and Restated Certificate of Incorporation) Class C shareholders may convert any
or all of their outstanding shares into the same number of Class A shares.
Furthermore, CCA Holdings may automatically convert outstanding Class C shares
into the same number of Class A shares.
CCA Holdings is restricted from making cash dividends on its common stock
until the balance outstanding under the HC Crown Note is repaid.
Charter and Kelso entered into a Stockholders' Agreement providing for
certain restrictions on the transfer, sale or purchase of CCA Holdings' common
stock.
CCT HOLDINGS
The Class A Voting Common Stock (CCT Class A Common Stock) and Class C
Nonvoting Common Stock (CCT Class C Common Stock) have certain preferential
rights upon liquidation of CCT Holdings. In the event of liquidation,
dissolution or "winding up" of CCT Holdings, holders of CCT Class A Common Stock
and Class C Common Stock are entitled to a preference of $1,000 per share. After
such amount is paid, holders of Class B Voting Common Stock (CCT Class B Common
Stock) are entitled to receive $1,000 per share. Thereafter, Class A and Class C
shareholders shall ratably receive the remaining proceeds.
If upon liquidation, dissolution or "winding up" the assets of CCT Holdings
are insufficient to permit payment to Class A Common Stock and Class C
shareholders for their full preferential amount, all assets of the Company shall
then be distributed ratably to Class A and Class C shareholders. Furthermore, if
the proceeds from liquidation are inadequate to pay Class B shareholders their
full preferential amount, the proceeds are to be distributed on a pro rata basis
to Class B shareholders.
Upon the occurrence of any Conversion Event (as defined within the Amended
and Restated Certificate of Incorporation), Class C shareholders may convert any
or all of their outstanding shares into the same number of Class A shares.
Furthermore, CCT Holdings may automatically convert outstanding Class C shares
into the same number of Class A shares.
CCT Holdings is restricted from making cash dividends on its common stock
until the balance outstanding under the note payable to seller is repaid.
Charter and Kelso entered into a Stockholders' Agreement providing for
certain restrictions on the transfer, sale or purchase of CCT Holdings' common
stock.
CC-LB
The Class A Voting Common Stock (CC-LB Class A Common Stock) and Class C
Nonvoting Common Stock (CC-LB Class C Common Stock) have certain preferential
rights upon liquidation of CC-LB. In the event of liquidation, dissolution or
"winding up" of CC-LB, holders of CC-LB Class A Common Stock and Class C Common
Stock are entitled to a preference of $1,000 per share. After such amount is
paid, holders of Class B Voting Common Stock (CC-LB
F-73
<PAGE> 218
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Class B Common Stock) are entitled to receive $1,000 per share. Thereafter,
Class A, Class B and Class C shareholders shall ratably receive the remaining
proceeds.
If upon liquidation, dissolution or "winding up" the assets of CC-LB are
insufficient to permit payment to Class A and Class C shareholders for their
full preferential amount, all assets of the Company shall then be distributed
ratably to Class A and Class C shareholders. Furthermore, if the proceeds from
liquidation are inadequate to pay Class B shareholders their full preferential
amount, the proceeds are to be distributed on a pro rata basis to Class B
shareholders.
CC-LB Class C Common Stock may be converted into CC-LB Class A Common Stock
upon the transfer of CC-LB Class C Common Stock to a person not affiliated with
the seller. Furthermore, CC-LB may automatically convert outstanding Class C
shares into the same number of Class A shares.
11. RELATED PARTY TRANSACTIONS:
Charter provides management services to the Company under the terms of a
contract which provides for annual base fees equal to $9,277 and $9,485 for the
period from January 1, 1998, through December 23, 1998, and for the year ended
December 31, 1997, respectively, plus an additional fee equal to 30% of the
excess, if any, of operating cash flow (as defined in the management agreement)
over the projected operating cash flow. Payment of the additional fee is
deferred due to restrictions provided within the Company's credit agreements.
Deferred management fees bear interest at 8.0% per annum. The additional fees
for the periods from January 1, 1998, through December 23, 1998, and the years
ended December 31, 1997 and 1996, totaled $2,160, $1,990 and $1,255,
respectively. In addition, the Company receives financial advisory services from
an affiliate of Kelso, under terms of a contract which provides for fees equal
to $1,064 and $1,113 per annum as of January 1, 1998, through December 23, 1998,
and December 31, 1997, respectively. Management and financial advisory service
fees currently payable of $2,281 are included in payables to manager of cable
television systems -- related party at December 31, 1997.
The Company pays certain acquisition advisory fees to an affiliate of Kelso
and Charter, which typically equal approximately 1% of the total purchase price
paid for cable television systems acquired. Total acquisition fees paid to the
affiliate of Kelso for the period from January 1, 1998, through December 23,
1998, were $-0-. Total acquisition fees paid to the affiliate of Kelso in 1997
and 1996 were $-0- and $1,400, respectively. Total acquisition fees paid to
Charter for the period from January 1, 1998, through December 23, 1998, were
$-0-. Total acquisition fees paid to Charter in 1997 and 1996 were $-0- and
$1,400, respectively.
The Company and all entities managed by Charter collectively utilize a
combination of insurance coverage and self-insurance programs for medical,
dental and workers' compensation claims. Medical coverage provides for $2,435
aggregate stop loss protection and a loss limitation of $100 per person per
year. Workers' compensation coverage provides for $800 aggregate stop loss
protection and a loss limitation of $150 per person per year. Charges are
determined by independent actuaries at the present value of the actuarially
computed present and future liabilities for such benefits. The Company is
allocated its share of the charges monthly based upon its total number of
employees, historical claims and medical cost trend rates. Management considers
this allocation to be reasonable for the operations of the Company. For the
period from January 1, 1998, through December 23, 1998, the Company expensed
$1,950 relating to insurance allocations. During 1997 and 1996, the Company
expensed $1,689 and $2,065, respectively, relating to insurance allocations.
F-74
<PAGE> 219
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Beginning in 1996, the Company and other entities managed by Charter
employed the services of Charter's National Data Center (the "National Data
Center"). The National Data Center performs certain customer billing services
and provides computer network, hardware and software support to the Company and
other affiliated entities. The cost of these services is allocated based on the
number of customers. Management considers this allocation to be reasonable for
the operations of the Company. For the period from January 1, 1998, through
December 23, 1998, the Company expensed $843 relating to these services. During
1997 and 1996, the Company expensed $723 and $466 relating to these services,
respectively.
CCE-I maintains a regional office. The regional office performs certain
operational services on behalf of CCE-I and other affiliated entities. The cost
of these services is allocated to CCE-I and affiliated entities based on their
number of customers. Management considers this allocation to be reasonable for
the operations of CCE-I. From the period January 1, 1998, through December 23,
1998, the Company expensed $1,926 relating to these services. During 1997 and
1996, CCE-I expensed $861 and $799, respectively, relating to these services.
12. COMMITMENTS AND CONTINGENCIES:
LEASES
The Company leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, was $2,222. Rent expense incurred
under these leases during 1997 and 1996 was $1,956 and $1,704, 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 expensed incurred for pole attachments for the period
from January 1, 1998, through December 23, 1998, was $2,430. Rent expense
incurred for pole attachments during 1997 and 1996 was $2,601 and $2,330,
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.
13. 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
F-75
<PAGE> 220
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
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 23,
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. The Company is subject to state regulation in
Connecticut.
14. 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
bases. 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.
For the period from January 1, 1998, through December 23, 1998, and the
years ended December 31, 1997 and 1996, 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.
F-76
<PAGE> 221
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Deferred taxes are comprised of the following at December 31, 1997:
<TABLE>
<S> <C>
Deferred income tax assets:
Accounts receivable....................................... $ 252
Other assets.............................................. 7,607
Accrued expenses.......................................... 4,740
Deferred revenue.......................................... 624
Deferred management fees.................................. 1,654
Tax loss carryforwards.................................... 80,681
Tax credit carryforward................................... 1,360
Valuation allowance....................................... (40,795)
---------
Total deferred income tax assets.................. 56,123
---------
Deferred income tax liabilities:
Property, plant and equipment............................. (38,555)
Franchise costs........................................... (117,524)
Other..................................................... (11,407)
---------
Total deferred income tax liabilities............. (167,486)
---------
Net deferred income tax liability................. $(111,363)
=========
</TABLE>
At December 31, 1997, the Company had net operating loss (NOL)
carryforwards for regular income tax purposes aggregating $204,400, which expire
in various years from 1999 through 2012. Utilization of the NOLs carryforwards
is subject to certain limitations.
15. EMPLOYEE BENEFIT PLANS:
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 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 period from January 1, 1998, through December 23, 1998,
the Company contributed $585 to the 401(k) plan. During 1997 and 1996, the
Company contributed approximately $499 and $435 to the 401(k) Plan,
respectively.
Certain employees of the Company are participants in the 1996 Charter
Communications/ Kelso Group Appreciation Rights Plan (the "Plan"). The Plan
covers certain key employees and consultants within the group of companies and
partnerships controlled by affiliates of Kelso and managed by Charter. The Plan
permits the granting of up to 1,000,000 units, of which 705,000 were outstanding
at December 31, 1997. Unless otherwise provided in a particular instance, units
vest at a rate of 20% per annum. The Plan entitles participants to receive
payment of the appreciated unit value for vested units, upon the occurrence of
certain events specified in the Plan (i.e. change in control, employee
termination) The units do not represent a right to an equity interest to any
entities within the CCA Group. Compensation expense is based on the appreciated
unit value and is amortized over the vesting period.
As a result of the acquisition of Charter and the Company, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. For the period from January 1, 1998, through December 23,
1998, the Company recorded $5,684 of expense, included in management fees, and a
contribution from Charter related to the Appreciation Rights Plan.
F-77
<PAGE> 222
CCA GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
16. ACCOUNTING STANDARD NOT YET IMPLEMENTED:
In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative 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 is effective for fiscal years beginning after June 15, 1999. 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 in earnings
(loss).
17. SUBSEQUENT EVENT:
Subsequent to December 23, 1998, CCA Holdings, CCT Holdings and CC-LB
converted to limited liability companies and are now known as CCA Holdings LLC,
CCT Holdings LLC and Charter Communications Long Beach, LLC, respectively.
F-78
<PAGE> 223
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To CharterComm Holdings, L.P.:
We have audited the accompanying consolidated balance sheet of CharterComm
Holdings, L.P. and subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, partners' capital and cash flows for the
period from January 1, 1998, through December 23, 1998, and for the years ended
December 31, 1997 and 1996. 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 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 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 CharterComm Holdings, L.P.
and subsidiaries as of December 31, 1997, and the results of their operations
and their cash flows for the period from January 1, 1998, through December 23,
1998, and for the years ended December 31, 1997 and 1996, in conformity with
generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 5, 1999
F-79
<PAGE> 224
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET -- DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents................................. $ 2,742
Accounts receivable, net of allowance for doubtful
accounts of $330....................................... 3,158
Prepaid expenses and other................................ 342
--------
Total current assets.............................. 6,242
--------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 235,808
Franchises, net of accumulated amortization of $119,968... 480,201
--------
716,009
--------
OTHER ASSETS................................................ 16,176
--------
$738,427
========
</TABLE>
LIABILITIES AND PARTNERS' CAPITAL
<TABLE>
<S> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 5,375
Accounts payable and accrued expenses..................... 30,507
Payables to manager of cable television systems -- related
party.................................................. 1,120
--------
Total current liabilities......................... 37,002
--------
DEFERRED REVENUE............................................ 1,719
--------
LONG-TERM DEBT, less current maturities..................... 666,662
--------
DEFERRED MANAGEMENT FEES.................................... 7,805
--------
DEFERRED INCOME TAXES....................................... 5,111
--------
REDEEMABLE PREFERRED LIMITED UNITS -- 577.81 units,
issued and outstanding.................................... 20,128
--------
PARTNERS' CAPITAL:
General Partner........................................... --
Common Limited Partners -- 220.24 units issued and
outstanding............................................ --
--------
Total partners' capital........................... --
--------
$738,427
========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-80
<PAGE> 225
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1998, YEAR ENDED
THROUGH DECEMBER 31
DECEMBER 23, --------------------
1998 1997 1996
------------ ---- ----
<S> <C> <C> <C>
REVENUES.............................................. $196,801 $175,591 $120,280
-------- -------- --------
OPERATING EXPENSES:
Operating costs..................................... 83,745 75,728 50,970
General and administrative.......................... 14,586 12,607 9,327
Depreciation and amortization....................... 86,741 76,535 53,133
Management fees -- related party.................... 14,780 8,779 6,014
-------- -------- --------
199,852 173,649 119,444
-------- -------- --------
Income (loss) from operations.................... (3,051) 1,942 836
-------- -------- --------
OTHER INCOME (EXPENSE):
Interest income..................................... 211 182 233
Interest expense.................................... (66,121) (61,498) (41,021)
Other, net.......................................... (1,895) 17 (468)
-------- -------- --------
(67,805) (61,299) (41,256)
-------- -------- --------
Loss before extraordinary item................... (70,856) (59,357) (40,420)
EXTRAORDINARY ITEM -- Loss on early retirement of
debt................................................ (6,264) -- --
-------- -------- --------
Net loss......................................... (77,120) (59,357) (40,420)
REDEMPTION PREFERENCE ALLOCATION:
Special Limited Partner units....................... -- -- (829)
Redeemable Preferred Limited units.................. -- -- (4,081)
NET LOSS ALLOCATED TO REDEEMABLE PREFERRED LIMITED
UNITS............................................... 20,128 2,553 4,063
-------- -------- --------
Net loss applicable to partners' capital
accounts....................................... $(56,992) $(56,804) $(41,267)
======== ======== ========
NET LOSS ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
General Partner..................................... $(56,992) $(21,708) $(38,391)
Common Limited Partners............................. -- (35,096) (2,876)
-------- -------- --------
$(56,992) $(56,804) $(41,267)
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-81
<PAGE> 226
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------- -------- -----
<S> <C> <C> <C>
BALANCE, December 31, 1995.............................. $ 29,396 $ 2,202 $ 31,598
Capital contributions................................. 30,703 2,300 33,003
Allocation of net loss................................ (38,391) (2,876) (41,267)
-------- -------- --------
BALANCE, December 31, 1996.............................. 21,708 1,626 23,334
Capital contributions................................. -- 33,470 33,470
Allocation of net loss................................ (21,708) (35,096) (56,804)
-------- -------- --------
BALANCE, December 31, 1997.............................. -- -- --
Capital contributions................................. 4,920 -- 4,920
Allocation of net loss................................ (56,992) -- (56,992)
-------- -------- --------
BALANCE, December 23, 1998.............................. $(52,072) $ -- $(52,072)
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-82
<PAGE> 227
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1998,
THROUGH YEAR ENDED DECEMBER 31,
DECEMBER 23, -----------------------
1998 1997 1996
------------ ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.............................................. $ (77,120) $ (59,357) $ (40,420)
Adjustments to reconcile net loss to net cash provided
by operating activities --
Extraordinary item -- Loss on early retirement of
debt............................................. 6,264 -- --
Depreciation and amortization...................... 86,741 76,535 53,133
Amortization of debt issuance costs, debt discount
and interest rate cap agreements................. 14,563 14,212 9,564
Loss on disposal of property, plant and
equipment........................................ 1,714 203 367
Changes in assets and liabilities, net of effects
from acquisition --
Accounts receivable, net......................... 2,000 369 (303)
Prepaid expenses and other....................... (203) 943 245
Accounts payable and accrued expenses............ (1,970) 3,988 9,911
Payables to manager of cable television systems,
including deferred management fees............ 9,456 3,207 3,479
Deferred revenue................................. 770 (82) 452
Other operating activities....................... 5,378 -- --
--------- --------- ---------
Net cash provided by operating activities........ 47,593 40,018 36,428
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment............ (85,044) (72,178) (48,324)
Payments for acquisitions, net of cash acquired....... (5,900) (159,563) (145,366)
Other investing activities............................ 5,280 1,577 (2,089)
--------- --------- ---------
Net cash used in investing activities.............. (85,664) (230,164) (195,779)
--------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
CASH FLOWS FROM FINANCING ACTIVITIES:
<S> <C> <C> <C>
Borrowings of long-term debt.......................... 547,400 231,250 260,576
Repayments of long-term debt.......................... (505,300) (67,930) (34,401)
Partners' capital contributions....................... -- 29,800 --
Payment of debt issuance costs........................ (3,651) (3,593) (11,732)
Payment of Special Limited Partnership units.......... -- -- (43,243)
Repayments of note payable -- related party........... -- -- (15,000)
Payments for interest rate cap agreements............. -- -- (35)
--------- --------- ---------
Net cash provided by financing activities.......... 38,449 189,527 156,165
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.... 378 (619) (3,186)
CASH AND CASH EQUIVALENTS, beginning of period.......... 2,742 3,361 6,547
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period................ $ 3,120 $ 2,742 $ 3,361
========= ========= =========
CASH PAID FOR INTEREST.................................. $ 61,559 $ 42,538 $ 28,860
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-83
<PAGE> 228
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION AND BASIS OF PRESENTATION
CharterComm Holdings, L.P. (CharterComm Holdings) was formed in March 1996
with the contributions of Charter Communications Southeast Holdings, L.P.
(Southeast Holdings), Charter Communications, L.P. (CC-I) and Charter
Communications II, L.P. (CC-II). This contribution was accounted for as a
reorganization under common control and, accordingly, the consolidated financial
statements and notes have been restated to include the results and financial
position of Southeast Holdings, CC-I and CC-II.
Through December 23, 1998, CharterComm Holdings was owned 75.3% by
affiliates of Charterhouse Group International, Inc., a privately owned
investment firm (collectively referred to herein as "Charterhouse"), indirectly
owned 5.7% by Charter Communications, Inc. (Charter), manager of the
Partnership's (as defined below) cable television systems, and owned 19.0%
primarily by other institutional investors.
Effective December 23, 1998, Paul G. Allen acquired 94% of Charter through
a series of transactions. In conjunction with Mr. Allen's acquisition, Charter
acquired 100% of the outstanding partnership interests in CharterComm Holdings
on December 23, 1998.
The accompanying consolidated financial statements include the accounts of
CharterComm Holdings and its subsidiaries collectively referred to as the
"Partnership" herein. All significant intercompany balances and transactions
have been eliminated in consolidation.
In 1998, the Partnership through its subsidiaries provided cable television
service to customers in Alabama, Georgia, Kentucky, Louisiana, North Carolina,
South Carolina and Tennessee.
CASH EQUIVALENTS
The Partnership considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. At December 31, 1997,
cash equivalents consist primarily of repurchase agreements. 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
installation. 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, and 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>
F-84
<PAGE> 229
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In 1997, the Partnership shortened the estimated useful lives of certain
property, plant and equipment for depreciation purposes. As a result, an
additional $4,775 of depreciation was recorded during 1997.
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 television systems represent management's
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 years. In addition, approximately $100,000 of
franchise rights are being amortized over a period of 3 to 11 years.
OTHER ASSETS
Debt issuance costs are being amortized to interest expense 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 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 December 31, 1997, no installation revenue has
been deferred, as direct selling costs 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 Partnership ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Partnership's customers and are periodically remitted to
local franchises. Franchise fees collected and paid are reported as revenue.
INTEREST RATE HEDGE AGREEMENTS
The Partnership 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.
F-85
<PAGE> 230
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Partnership's interest rate swap agreements require the Partnership 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 Partnership to reduce the
impact of rising interest rates on floating rate debt.
The Partnership'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 designed for hedging
purposes and are not held or issued for speculative purposes.
OTHER INCOME (EXPENSE)
Other, net includes gain and loss on disposition of property, plant and
equipment, and other miscellaneous items, all of which are not directly related
to the Partnership's primary line of business. In 1996, the Partnership recorded
$367 of nonoperating losses for its portion of insurance deductibles pertaining
to damage caused by hurricanes to certain cable television systems.
INCOME TAXES
Income taxes are the responsibility of the partners and are not provided
for in the accompanying financial statements except for Peachtree Cable TV, Inc.
(Peachtree), an indirect wholly owned subsidiary, which is a C corporation and
for which taxes are presented in accordance with SFAS No. 109.
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. ACQUISITIONS:
In 1998, the Partnership acquired cable television systems in one
transaction for a purchase price net of cash acquired, of $5,900. The excess
cost of properties acquired over the amounts assigned to net tangible assets at
the date of acquisition was $5,000 and is included in franchises.
In 1997, the Partnership acquired cable television systems in three
separate transactions for an aggregate purchase price, net of cash acquired, of
$159,600. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets at the date of acquisition was $126,400 and is
included in franchises.
In 1996, the Partnership acquired cable television systems in three
separate transactions for an aggregate purchase price, net of cash acquired, of
$145,400. The excess of the cost of properties acquired over the amounts
assigned to net tangible assets at the date of acquisition was $118,200 and is
included in franchises.
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-86
<PAGE> 231
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Unaudited pro forma operating results for the 1997 acquisitions as though
the acquisitions had been made on January 1, 1997, with pro forma adjustments to
give effect to amortization of franchises, interest expense and certain other
adjustments are as follows.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
------------
(UNAUDITED)
<S> <C>
Revenues.................................................... $182,770
Income from operations...................................... 2,608
Net loss.................................................... (61,389)
</TABLE>
The unaudited pro forma information 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.
3. DISTRIBUTIONS AND ALLOCATIONS:
For financial reporting purposes, redemption preference allocations,
profits and losses are allocated to partners in accordance with the liquidation
provision of the applicable partnership agreement.
As stated in the Partnership Agreement, the Partnership may make
distributions to the partners out of all available funds at such times and in
such amounts as the General Partner may determine in its sole discretion.
4. REDEEMABLE PREFERRED LIMITED UNITS:
As of December 31, 1995, certain Redeemable Preferred Limited Partner units
of CC-I and CC-II were outstanding. During 1996, the Partnership issued certain
Redeemable Preferred Limited Partner units of CharterComm Holdings.
The Preferred Limited Partners' preference return has been reflected as an
addition to the Redeemable Preferred Limited Partner units, and the decrease has
been allocated to the General Partner and Common Limited Partner consistent with
the liquidation and distribution provisions in the partnership agreements.
At December 23, 1998, the balance related to the CharterComm Holdings
Preferred Limited Partner units was as follows:
<TABLE>
<S> <C>
Contribution, March 1996.................................... $ 20,052
1996 redemption preference allocation..................... 2,629
Allocation of net loss.................................... --
--------
Balance, December 31, 1996.................................. 22,681
1997 redemption preference allocation..................... --
Allocation of net loss.................................... (2,553)
--------
Balance, December 31, 1997.................................. 20,128
1998 redemption preference allocation..................... --
Allocation of net loss.................................... (20,128)
--------
Balance, December 23, 1998.................................. $ --
========
</TABLE>
F-87
<PAGE> 232
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The 1998 and 1997 redemption preference allocations of $4,617 and $4,020,
respectively, have not been reflected in the Preferred Limited Partners' capital
accounts since the General Partner and Common Limited Partners' capital accounts
have been reduced to $-0-.
5. SPECIAL LIMITED PARTNER UNITS (CC-I):
Prior to March 28, 1996, certain Special Limited Partner units of CC-I were
outstanding. CC-I's profits were allocated to the Special Limited Partners until
allocated profits equaled the unrecovered preference amount (preference amounts
range from 6% to 17.5% of the unrecovered initial cost of the partnership units
and unrecovered preference amounts per annum). When there was no profit to
allocate, the preference return was reflected as a decrease in Partners'
Capital.
In accordance with a purchase agreement and through the use of a capital
contribution from Charter Communications Southeast, L.P. (Southeast), a wholly
owned subsidiary of Southeast Holdings, resulting from the proceeds of the Notes
(see Note 9), CC-I paid the Special Limited Partners $43,243 as full
consideration for their partnership interests on March 28, 1996.
6. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following at December 31,
1997:
<TABLE>
<S> <C>
Cable distribution systems.................................. $274,837
Land, buildings and leasehold improvements.................. 5,439
Vehicles and equipment...................................... 14,669
--------
294,945
Less -- Accumulated depreciation............................ (59,137)
--------
$235,808
========
</TABLE>
Depreciation expense for the period from January 1, 1998, through December
23, 1998, and for the years ended December 31, 1997 and 1996, was $44,307,
$33,634 and $16,997, respectively.
7. OTHER ASSETS:
Other assets consist of the following at December 31, 1997:
<TABLE>
<S> <C>
Debt issuance costs......................................... $18,385
Other assets................................................ 3,549
-------
21,934
Less -- Accumulated amortization............................ (5,758)
-------
$16,176
=======
</TABLE>
As a result of the payment and termination of the CC-I Credit Agreement and
CC-II Credit Agreement (see Note 9), debt issuance costs of $6,264 were written
off as an extraordinary loss on early retirement of debt for the period from
January 1, 1998, through December 23, 1998.
F-88
<PAGE> 233
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following at December
31, 1997:
<TABLE>
<S> <C>
Accrued interest............................................ $ 9,804
Franchise fees.............................................. 3,524
Programming costs........................................... 3,391
Accounts payable............................................ 2,479
Capital expenditures........................................ 2,099
Salaries and related benefits............................... 2,079
Other....................................................... 7,131
-------
$30,507
=======
</TABLE>
9. LONG-TERM DEBT:
Long-term debt consists of the following at December 31, 1997:
<TABLE>
<S> <C>
Senior Secured Discount Debentures.......................... $146,820
11 1/4% Senior Notes........................................ 125,000
Credit Agreements:
CC-I...................................................... 112,200
CC-II..................................................... 339,500
--------
723,520
Less:
Current maturities........................................ (5,375)
Unamortized discount...................................... (51,483)
--------
$666,662
========
</TABLE>
SENIOR SECURED DISCOUNT DEBENTURES
On March 28, 1996, Southeast Holdings and CharterComm Holdings Capital
Corporation (Holdings Capital), a wholly owned subsidiary of Southeast Holdings
(collectively the "Debentures Issuers"), issued $146,820 of Senior Secured
Discount Debentures (the "Debentures") for proceeds of $75,000. Proceeds from
the Debentures were used to pay fees and expenses related to the issuance of the
Debentures and the balance of $72,400 was a capital contribution to Southeast.
The Debentures are secured by all of Southeast Holdings' ownership interest in
Southeast and rank pari passu in right and priority of payment to all other
existing and future indebtedness of the Debentures Issuers. The Debentures are
effectively subordinated to the claims of creditors of Southeast Holdings'
subsidiaries, including the Combined Credit Agreement (as defined herein). The
Debentures are redeemable at the Debentures Issuers' option at amounts
decreasing from 107% to 100% of principal, plus accrued and unpaid interest to
the redemption date, beginning on March 15, 2001. The Debentures Issuers are
required to make an offer to purchase all of the Debentures, at a purchase price
equal to 101% of the principal amount, together with accrued and unpaid
interest, upon a Change in Control, as defined in the Debentures Indenture. No
interest is payable on the Debentures prior to March 15, 2001. Thereafter,
interest on the Debentures is payable semiannually in arrears beginning
September 15, 2001, until maturity on March 15, 2007. The discount on the
Debentures is being accreted
F-89
<PAGE> 234
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
using the effective interest method at an interest rate of 14% from the date of
issuance to March 15, 2001.
11 1/4% SENIOR NOTES
Southeast and CharterComm Capital Corporation (Southeast Capital), a wholly
owned subsidiary of Southeast (collectively the "Notes Issuers"), issued
$125,000 aggregate principal amount of 11 1/4% Senior Notes (the "Notes"). The
Notes are senior unsecured obligations of the Notes Issuers and rank pari passu
in right and priority of payment to all other existing and future indebtedness
of the Notes Issuers. The Notes are effectively subordinated to the claims of
creditors of Southeast's subsidiaries, including the lenders under the Combined
Credit Agreement. The Notes are redeemable at the Notes Issuers' option at
amounts decreasing from 105.625% to 100% of principal, plus accrued and unpaid
interest to the date of redemption, beginning on March 15, 2001. The Notes
Issuers are required to make an offer to purchase all of the Notes, at a
purchase price equal to 101% of the principal amount, together with accrued and
unpaid interest, upon a Change in Control, as defined in the Notes Indenture.
Interest is payable semiannually on March 15 and September 15 until maturity on
March 15, 2006.
Southeast and Southeast Holdings are holding companies with no significant
assets other than their direct and indirect investments in CC-I and CC-II.
Southeast Capital and Holdings Capital were formed solely for the purpose of
serving as co-issuers and have no operations. Accordingly, the Notes Issuers and
Debentures Issuers must rely upon distributions from CC-I and CC-II to generate
funds necessary to meet their obligations, including the payment of principal
and interest on the Notes and Debentures.
COMBINED CREDIT AGREEMENT
In June 1998, CC-I and CC-II (the "Borrowers") replaced their existing
credit agreements and entered into a combined credit agreement (the "Combined
Credit Agreement"), which provides for two term loan facilities, one with the
principal amount of $200,000 that matures on June 30, 2007, and the other with
the principal amount of $150,000 that matures on December 31, 2007. The Combined
Credit Agreement also provides for a $290,000 revolving credit facility, with a
maturity date of June 30, 2007. Amounts under the Combined Credit Agreement bear
interest at the LIBOR Rate or Base Rate, as defined, plus a margin of up to
2.0%. The variable interest rates ranged from 6.69% to 7.31% at December 23,
1998.
Commencing March 31, 2002, and at the end of each calendar quarter
thereafter, the available borrowings for the revolving credit facility and the
$200,000 term loan shall be reduced on an annual basis by 11.0% in 2002 and
14.6% in 2003. Commencing March 31, 2002, and at the end of each calendar
quarter thereafter, the available borrowings for the $150,000 term loan shall be
reduced on an annual basis by 1.0% in 2002 and 1.0% in 2003. A quarterly
commitment fee of between 0.25% and 0.375% per annum is payable on the
unborrowed balance of the revolving credit facility.
The Debentures, Notes and Combined Credit Agreement require the Partnership
to comply with various financial and nonfinancial covenants including the
maintenance of a ratio of debt to annualized operating cash flow, as defined,
not to exceed 5.25 to 1 at December 23, 1998. These debt instruments also
contain substantial limitations on, or prohibitions of, distributions,
additional indebtedness, liens, asset sales and certain other items.
F-90
<PAGE> 235
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CC-I CREDIT AGREEMENT
CC-I maintained a credit agreement (the "CC-I Credit Agreement") with a
consortium of banks for borrowings up to $127,200, consisting of a revolving
line of credit of $63,600 and a term loan of $63,600. Interest accrued, at
CC-I's option, at rates based upon the Base Rate, as defined in the CC-I Credit
Agreement, LIBOR, or prevailing bid rates of certificates of deposit plus the
applicable margin based upon CC-I's leverage ratio at the time of the
borrowings. The variable interest rates ranged from 7.75% to 8.00% and 7.44% to
7.50% at December 31, 1997 and 1996, respectively.
In June 1998, the CC-I Credit Agreement was repaid and terminated in
conjunction with the establishment of the Combined Credit Agreement.
CC-II CREDIT AGREEMENT
CC-II maintained a credit agreement (the "CC-II Credit Agreement") with a
consortium of banks for borrowings up to $390,000, consisting of a revolving
credit facility of $215,000, and two term loans totaling $175,000. Interest
accrued, at CC-II's option, at rates based upon the Base Rate, as defined in the
CC-II Credit Agreement, LIBOR, or prevailing bid rates of certificates of
deposit plus the applicable margin based upon CC-II's leverage ratio at the time
of the borrowings. The variable interest rates ranged from 7.63% to 8.25% and
7.25% to 8.125% at December 31, 1997 and 1996, respectively.
In June 1998, the CC-II Credit Agreement was repaid and terminated in
conjunction with the establishment of the Combined Credit Agreement.
10. FAIR VALUE OF FINANCIAL INSTRUMENTS:
A summary of debt and the related interest rate hedge agreements at
December 31, 1997, is as follows:
<TABLE>
<CAPTION>
CARRYING NOTIONAL FAIR
VALUE AMOUNT VALUE
-------- -------- -----
<S> <C> <C> <C>
DEBT
Senior Secured Discount Debentures.............. $ 95,337 $ -- $115,254
11 1/4% Senior Notes............................ 125,000 -- 136,875
CC-I Credit Agreement........................... 112,200 -- 112,200
CC-II Credit Agreement.......................... 339,500 -- 339,500
INTEREST RATE HEDGE AGREEMENTS
CC-I:
Swaps......................................... -- 100,000 (797)
CC-II:
Swaps......................................... -- 170,000 (1,030)
Caps.......................................... -- 70,000 --
Collars....................................... -- 55,000 (166)
</TABLE>
As the CC-I and CC-II Credit Agreements bear interest at current market
rates, their carrying amounts approximate fair market values at December 31,
1997. The fair value of the Notes and the Debentures is based on current
redemption value.
F-91
<PAGE> 236
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The weighted average interest pay rate for CC-I interest rate swap
agreements was 8.07% at December 31, 1997.
The weighted average interest pay rate for CC-II interest rate swap
agreements was 8.03% at December 31, 1997. The weighted average interest rate
for CC-II interest cap agreements was 8.48% at December 31, 1997. The weighted
average interest rates for CC-II interest rate collar agreements were 9.01% and
7.61% for the cap and floor components, respectively, at December 31, 1997.
The notional amounts of interest rate hedge agreements do not represent
amounts exchanged by the parties and, thus, are not a measure of the
Partnership'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 Partnership would receive or pay (excluding accrued
interest) to terminate the contracts on the reporting date, thereby taking into
account the current unrealized gains or losses of open contracts. Dealer
quotations are available for the Partnership'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 Partnership's credit facilities thereby reducing the exposure to
credit loss. The Partnership 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 results of
operations or the financial position of the Partnership.
11. INCOME TAXES:
The book value of the Partnership's net assets (excluding Peachtree)
exceeds its tax reporting basis by $2,919 as of December 31, 1997.
As of December 31, 1997, temporary differences and carryforwards that gave
rise to deferred income tax assets and liabilities for Peachtree are as follows:
<TABLE>
<S> <C>
Deferred income tax assets:
Accounts receivable....................................... $ 4
Accrued expenses.......................................... 29
Deferred management fees.................................. 111
Deferred revenue.......................................... 24
Tax loss carryforwards.................................... 294
Tax credit carryforwards.................................. 361
-------
Total deferred income tax assets.................. 823
-------
Deferred income tax liabilities:
Property, plant and equipment............................. (1,372)
Franchises and other assets............................... (4,562)
-------
Total deferred income tax liabilities............. (5,934)
-------
Net deferred income tax liability................. $(5,111)
=======
</TABLE>
F-92
<PAGE> 237
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
12. RELATED PARTY TRANSACTIONS:
Charter provides management services to the Partnership under the terms of
contracts which provide for fees equal to 5% of the Partnership's gross service
revenues. The debt agreements prohibit payment of a portion of such management
fees (40% for both CC-I and CC-II) until repayment in full of the outstanding
indebtedness. The remaining 60% of management fees, are paid quarterly through
December 31, 1998. Thereafter, the entire fee may be deferred if a multiple of
EBITDA, as defined, does not exceed outstanding indebtedness of CC-I and CC-II.
In addition, payments due on the Notes and Debentures shall be paid before any
deferred management fees are paid. Expenses recognized under the contracts for
the period from January 1, 1998, through December 23, 1998, were $9,860.
Expenses recognized under the contracts during 1997 and 1996 were $8,779 and
$6,014, respectively. Management fees currently payable of $1,432 are included
in payables to manager of cable television systems -- related party at December
31, 1997.
The Partnership and all entities managed by Charter collectively utilize a
combination of insurance coverage and self-insurance programs for medical,
dental and workers' compensation claims. Medical coverage provides for $2,435
aggregate stop loss protection and a loss limitation of $100 per person per
year. Workers' compensation coverage provides for $800 aggregate stop loss
protection and a loss limitation of $150 per person per year. Charges are
determined by independent actuaries at the present value of the actuarially
computed present and future liabilities for such benefits. The Partnership is
allocated its share of the charges monthly based upon its total number of
employees, historical claims and medical cost trend rates. Management considers
this allocation to be reasonable for the operations of the Partnership. For the
period from January 1, 1998, through December 23, 1998, the Partnership expensed
$1,831 relating to insurance allocations. During 1997 and 1996, the Partnership
expensed $1,524 and $1,136, respectively, relating to insurance allocations.
The Partnership employs the services of Charter's National Data Center (the
"National Data Center"). The National Data Center performs certain customer
billing services and provides computer network, hardware and software support
for the Partnership and other entities managed by Charter. The cost of these
services is allocated based on the number of basic customers. Management
considers this allocation to be reasonable for the operations of the
Partnership. For the period from January 1, 1998, through December 23, 1998, the
Partnership expensed $685 relating to these services. During 1997 and 1996, the
Partnership expensed $606 and $345, respectively, relating to these services.
CC-I, CC-II and other entities managed by Charter maintain regional
offices. The regional offices perform certain operational services. The cost of
these services is allocated based on number of basic customers. Management
considers this allocation to be reasonable for the operations of the
Partnership. For the period from January 1, 1998, through December 23, 1998, the
Partnership expensed $3,009 relating to these services. During 1997 and 1996,
the Partnership expensed $1,992 and $1,294, respectively, relating to these
services.
The Partnership pays certain acquisition advisory fees to Charter and
Charterhouse for cable television systems acquired. Total acquisition fees paid
to Charter for the period from January 1, 1998, through December 23, 1998, were
$-0-. Total acquisition fees paid to Charter in 1997 and 1996 were $982 and
$1,738, respectively. Total acquisition fees paid to Charterhouse for the period
from January 1, 1998, through December 23, 1998, were $-0-. Total acquisition
fees paid to Charterhouse in 1997 and 1996 were $982 and $1,738, respectively.
F-93
<PAGE> 238
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During 1997, the ownership of CharterComm Holdings changed as a result of
CharterComm Holdings receiving a $25,000 cash contribution from an institutional
investor, a $3,000 cash contribution from Charterhouse and a $2,000 cash
contribution from Charter, as well as the transfer of assets and liabilities of
a cable television system through a series of transactions initiated by Charter
and Charterhouse. Costs of $200 were incurred in connection with the cash
contributions. These contributions were contributed to Southeast Holdings which,
in turn, contributed them to Southeast.
13. COMMITMENTS AND CONTINGENCIES:
LEASES
The Partnership leases certain facilities and equipment under noncancelable
operating leases. Lease and rental costs charged to expense for the period from
January 1, 1998, through December 23, 1998, was $642. Rent expense incurred
under leases during 1997 and 1996 was $615 and $522, respectively.
The Partnership also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Partnership anticipates that
such rentals will recur. Rent expense incurred for pole rental attachments for
the period from January 1, 1998, through December 23, 1998, was $3,261. Rent
expense incurred for pole attachments during 1997 and 1996 was $2,930 and
$2,092, respectively.
LITIGATION
The Partnership 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 Partnership'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
F-94
<PAGE> 239
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
maximum permitted rates. As of December 23, 1998, the amount returned 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.
14. EMPLOYEE BENEFIT PLANS:
The Partnership's employees may participate in Charter Communications, Inc.
401(k) Plan (the "401(k) Plan"). 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
Partnership contributes an amount equal to 50% of the first 5% of contributions
by each employee. For the period from January 1, 1998, through December 23,
1998, the Partnership contributed $305. During 1997 and 1996, the Partnership
contributed $262 and $149, respectively.
Certain Partnership employees participate in the 1996 Charter
Communications/ Charterhouse Group Appreciation Rights Plan (the "Appreciation
Rights Plan"). The Appreciation Rights Plan covers certain key employees and
consultants within the group of companies and partnerships controlled by
Charterhouse and managed by Charter. The Plan permits the granting of up to
1,000,000 units, of which 925,000 were outstanding at December 31, 1997. Unless
otherwise provided in a particular instance, units vest at a rate of 20% per
annum. The Plan entitles participants to receive payment of the appreciated unit
value for vested units, upon the occurrence of certain events specified in the
Plan (i.e. change in control, employee
F-95
<PAGE> 240
CHARTERCOMM HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
termination). The units do not represent a right to an equity interest in
CharterComm Holdings. Compensation expense is based on the appreciated unit
value and is amortized over the vesting period.
As a result of the acquisition of Charter and the Partnership, the Plan was
terminated, all outstanding units became 100% vested and all amounts were paid
by Charter in 1999. For the period from January 1, 1998, through December 23,
1998, the Partnership recorded $4,920 of expense, included in management fees,
and a contribution from Charter related to the Appreciation Rights Plan.
15. ACCOUNTING STANDARD NOT YET IMPLEMENTED:
In June 1998, the Financial Accounting Standards Board adopted SFAS No.
133, "Accounting for Derivative 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 is effective for fiscal years beginning after June 15, 1999. The Partnership
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 in earnings
(loss).
16. SUBSEQUENT EVENT:
Subsequent to December 31, 1998, CharterComm Holdings, L.P. and all of its
subsidiaries converted to limited liability companies and are now known as
CharterComm Holdings LLC and subsidiaries.
F-96
<PAGE> 241
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Greater Media, Inc.:
We have audited the accompanying combined balance sheets of Greater Media
Cablevision Systems (see Note 1) (collectively, the "Combined Systems") included
in Greater Media, Inc., as of September 30, 1998 and 1997, and the related
combined statements of income, changes in net assets, and cash flows for each of
the three years in the period ended September 30, 1998. These combined financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these combined financial statements based on our audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Combined Systems, as of September 30, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1998, in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 2, 1999
F-97
<PAGE> 242
GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30,
MARCH 31, ------------------
1999 1998 1997
--------- ---- ----
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 2,440 $ 4,080 $ 3,680
Accounts receivable (less allowance for doubtful
accounts of $308 (unaudited), $244 and $337)........ 2,577 2,755 2,739
Prepaid expenses and other current assets.............. 3,052 2,746 1,949
------- ------- -------
Total current assets........................... 8,069 9,581 8,368
Property and equipment, net.............................. 58,196 54,468 41,971
Intangible assets, net................................... 2,653 2,690 1,647
Other assets............................................. 80 77 103
------- ------- -------
Total assets................................... $68,998 $66,816 $52,089
======= ======= =======
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable and accrued expenses.................. $ 6,022 $ 7,125 $ 5,299
Customers' prepayments and deferred installation
revenue............................................. 1,904 1,910 1,815
------- ------- -------
Total current liabilities...................... 7,926 9,035 7,114
Other long-term liabilities.............................. 3,618 3,650 3,920
Net assets............................................... 57,454 54,131 41,055
------- ------- -------
Total liabilities and net assets............... $68,998 $66,816 $52,089
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these combined balance
sheets.
F-98
<PAGE> 243
GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)
COMBINED STATEMENTS OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31, YEAR ENDED SEPTEMBER 30,
----------------- ---------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET REVENUES............................ $40,515 $37,389 $77,127 $73,436 $66,816
------- ------- ------- ------- -------
OPERATING EXPENSES:
Operating expenses.................... 17,356 16,009 32,665 31,115 29,460
General and administrative............ 5,850 5,313 10,869 11,211 10,321
Corporate charges..................... 2,057 1,882 3,888 3,696 3,365
Depreciation and amortization......... 4,628 3,631 8,183 7,368 7,353
------- ------- ------- ------- -------
29,891 26,835 55,605 53,390 50,499
------- ------- ------- ------- -------
Income from operations............. 10,624 10,554 21,522 20,046 16,317
OTHER EXPENSES:
Interest expense, net................... (297) (177) (504) (307) (764)
Other................................... 17 (15) (532) (957) (366)
------- ------- ------- ------- -------
INCOME BEFORE PROVISION IN LIEU OF
INCOME TAXES.......................... 10,344 10,362 20,486 18,782 15,187
Provision in lieu of income taxes (Note
6).................................... 4,199 4,025 8,008 7,964 5,987
------- ------- ------- ------- -------
Net income.............................. $ 6,145 $ 6,337 $12,478 $10,818 $ 9,200
======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-99
<PAGE> 244
GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL
-----
<S> <C>
Balance, September 30, 1995................................. $ 42,185
Net income................................................ 9,200
Provision in lieu of income taxes......................... 5,987
Net payments to affiliates................................ (17,038)
--------
Balance, September 30, 1996................................. 40,334
Net income................................................ 10,818
Provision in lieu of income taxes......................... 7,964
Net payments to affiliates................................ (18,061)
--------
Balance, September 30, 1997................................. 41,055
Net income................................................ 12,478
Provision in lieu of income taxes......................... 8,008
Net payments to affiliates................................ (7,410)
--------
Balance, September 30, 1998................................. 54,131
Net income (unaudited).................................... 6,145
Provision in lieu of income taxes (unaudited)............. 4,199
Net payments to affiliates (unaudited).................... (7,021)
--------
Balance, March 31, 1999 (unaudited)......................... $ 57,454
========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-100
<PAGE> 245
GREATER MEDIA CABLEVISION SYSTEMS (SEE NOTE 1)
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
MARCH 31, YEAR ENDED SEPTEMBER 30,
------------------- ----------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net income................................. $ 6,145 $ 6,337 $12,478 $10,818 $ 9,200
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision in lieu of income taxes........ 4,199 4,025 8,008 7,964 5,987
Depreciation and amortization............ 4,628 3,631 8,183 7,368 7,353
(Gain) loss on sale of fixed assets...... -- (19) 300 715 274
Changes in assets and liabilities:
Accounts receivable, prepaid expenses and
other assets.......................... (129) (3,277) (813) (1,115) (498)
Other assets............................. (3) 27 24 (30) (11)
Accounts payable and accrued expenses.... (1,103) 700 1,825 (440) (1,900)
Customers' prepayments and deferred
installation revenue.................. (6) 25 96 367 94
Customers' deposits and deferred
revenue............................... (32) (67) (270) (69) 466
-------- -------- ------- ------- --------
Net cash provided by operating
activities............................... 13,699 11,382 29,831 25,578 20,965
-------- -------- ------- ------- --------
Cash flow from investing activities:
Capital expenditures....................... (8,319) (10,447) (21,049) (7,587) (5,122)
Proceeds from disposition of property and
equipment................................ -- 19 72 -- 128
Purchase of licenses....................... -- (50) (1,044) (99) --
-------- -------- ------- ------- --------
Net cash used in investing activities...... (8,319) (10,478) (22,021) (7,686) (4,994)
-------- -------- ------- ------- --------
Cash flow from financing activities:
Net payments to affiliates................. (7,020) (1,759) (7,410) (18,061) (17,038)
-------- -------- ------- ------- --------
Net increase (decrease) in cash............ (1,640) (855) 400 (169) (1,067)
Cash and cash equivalents, beginning of
year..................................... 4,080 3,680 3,680 3,849 4,916
-------- -------- ------- ------- --------
Cash and cash equivalents, end of year..... $ 2,440 $ 2,825 $ 4,080 $ 3,680 $ 3,849
======== ======== ======= ======= ========
Supplemental disclosure of cash flow
information:
Non-affiliate interest paid during the
year.................................. $ 65 $ 90 $ 296 $ 155 $ 447
======== ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these combined statements.
F-101
<PAGE> 246
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 the owner and operator 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 (the "Philadelphia System"), which
are also wholly-owned by the Company. The Company is a wholly-owned subsidiary
of Greater Media, Inc. ("the Parent"). In February, 1999 the Parent and the
Company entered into an agreement ("Sales Agreement") to sell the net assets of
the Company including the Combined Systems but excluding the Philadelphia
Systems to Charter Communications Holdings, LLC.
Significant intercompany accounts and transactions between the Combined
Systems have been eliminated in the combined financial statements. Significant
accounts and transactions with the Parent and other affiliates are disclosed as
related party transactions (See Note 7).
The Combined Systems primarily provide cable television services to
subscribers in central and western Massachusetts.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
PROPERTY 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>
<CAPTION>
CLASSIFICATION YEARS
-------------- -----
<S> <C>
Land improvements........................................... 20
Buildings................................................... 15-40
Furniture, fixtures and equipment........................... 3-15
Trunk and distribution systems.............................. 7-12
</TABLE>
INTANGIBLE ASSETS
Intangible assets consist primarily of goodwill amortized over forty years
and costs incurred in obtaining and renewing cable franchises which are
amortized over the life of the respective franchise agreements.
REVENUES
Cable revenues from basic and premium services are recognized when the
related services are provided.
F-102
<PAGE> 247
GREATER MEDIA CABLEVISION SYSTEMS
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
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 at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
QUARTERLY RESULTS
The financial statements included herein as of December 31, 1998 and for
the three months ended December 31, 1998 and 1997 have been prepared by the
Company without audit. In the opinion of management, all adjustments have been
made which are of a normal recurring nature necessary to present fairly the
Combined Systems' financial position as of December 31, 1998 and the results of
operations, changes in net assets and cash flows for the three months ended
December 31, 1998 and 1997. Certain information and footnote disclosures have
been condensed or omitted for these periods. The results for interim periods are
not necessarily indicative of results for the entire year.
2. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid and other current assets consist of the following at September 30:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Franchise grant.......................................... $1,445 $ 604
Corporate business tax................................... 1,015 882
Other.................................................... 286 463
------ ------
Prepaid expenses and other current assets................ $2,746 $1,949
====== ======
</TABLE>
3. PROPERTY AND EQUIPMENT
Property and equipment consist of the following at September 30:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Land and land improvements........................... $ 1,229 $ 1,134
Buildings............................................ 4,521 4,521
Furniture, fixtures and equipment.................... 5,503 4,822
Trunk and distribution systems....................... 109,253 97,042
Construction in progress............................. 9,026 4,450
-------- --------
129,532 111,969
Accumulated depreciation............................. 75,064 69,998
-------- --------
Property and equipment, net.......................... $ 54,468 $ 41,971
======== ========
</TABLE>
Depreciation expense for the years ended September 30, 1998, 1997 and 1996
was $8,081, $7,337, and $7,314, respectively. Construction in progress results
primarily from costs to upgrade the systems to fiber optic technologies in the
areas served by the Combined Systems.
F-103
<PAGE> 248
GREATER MEDIA CABLEVISION SYSTEMS
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
4. INTANGIBLE ASSETS
Intangible assets consist of the following at September 30:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Franchise agreements..................................... $3,230 $2,883
Customer lists........................................... 1,751 1,751
Organization expenses.................................... 146 146
Goodwill................................................. 2,260 1,510
Covenant not to compete.................................. 40 40
------ ------
7,427 6,330
Accumulated amortization................................. 4,737 4,683
------ ------
Intangible assets, net................................... $2,690 $1,647
====== ======
</TABLE>
Amortization expense for the years ended September 30, 1998, 1997 and 1996
was $102, $31 and $39, respectively.
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following at September
30:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Accounts payable......................................... $4,733 $3,544
Rate refund liability.................................... 923 481
Programming expenses..................................... 586 557
Other.................................................... 883 717
------ ------
$7,125 $5,299
====== ======
</TABLE>
6. INCOME TAXES
The Combined Systems are included in the consolidated federal income tax
return of the Parent. However, 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 for all periods
presented.
The provision in lieu of income taxes approximates the amount of tax
computed using U.S. statutory rates, after reflecting state income tax expense
of $2,053, $1,924 and $1,486, for 1998, 1997 and 1996, respectively.
As the Sales Agreement represents a sale of assets, Charter Communications
Holdings, LLC will have new tax basis in the Combined Systems' assets and
liabilities acquired.
7. RELATED PARTY TRANSACTIONS
The Company and each of its subsidiaries are guarantors of the Parent
Company's debt.
F-104
<PAGE> 249
GREATER MEDIA CABLEVISION SYSTEMS
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The combined statements include the charge for certain corporate expenses
incurred by the Parent on behalf of the Combined Systems. Such charges amounted
to $3,888, $3,696, and $3,365 for the three years ended September 30, 1998, 1997
and 1996. Management believes that these costs are reasonable and reflect costs
of doing business that the Combined Systems would have incurred on a stand-alone
basis.
The Combined Systems charge an affiliate interest on certain balances,
aggregating $15,000 per year, at an annual rate of 12%. Interest income on such
balances amounted to $1,800 for each of the three years in the period ended
September 30, 1998. In addition, the Combined Systems are required to pay the
Parent interest on certain balances, at an annual rate of 12%. Interest expense
on such balances amounted to $2,340 for each of these years in the period ended
September 30, 1998, all which were due during the periods presented. The amounts
described above and certain non-interest bearing amounts due affiliates are
included in Net Assets in the Combined Systems balance sheet. As a result of the
Sales Agreement, such amounts will be assumed by the Parent. The interest income
and expense have been netted in the accompanying statement of operations.
8. EMPLOYEE BENEFIT PLAN
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
Parent contributes 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.
The Combined Systems expense relating to the 401(k) Plan was $140, $127,
and $96 in 1998, 1997, and 1996, respectively.
PENSION
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 $105, $204 and $217 during the years ended September 30, 1998, 1997
and 1996, respectively. As a result of the Sales Agreement, the Combined
Systems' employees will be fully vested with respect to their plan benefits,
although no additional benefits will accrue to such employees in the future. In
addition, the Parent will be responsible for the allocable pension liability
($838 at September 30, 1998) and will continue to administer the plan on behalf
of the Combined Systems' employees after the sale is consummated.
9. COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases certain facilities and equipment under noncancellable
operating leases. Leases and rental costs charged to expense for the years ended
September 30, 1998, 1997 and 1996, was $2,124, $2,133 and $1,636, respectively.
Rent expense incurred under leases for the
F-105
<PAGE> 250
GREATER MEDIA CABLEVISION SYSTEMS
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
years ended September 30, 1998, 1997 and 1996, was $678, $665 and $660,
respectively. Future minimum lease payments are as follows:
<TABLE>
<S> <C>
1999................................................. $ 690
2000................................................. 618
2001................................................. 524
2002................................................. 402
2003................................................. 396
Thereafter........................................... 3,267
</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
years ended September 30, 1998, 1997 and 1996, was $1,008, $840 and $578,
respectively.
LITIGATION
The Company is 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.
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 Combined Systems believe that they have 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 a company is 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
F-106
<PAGE> 251
GREATER MEDIA CABLEVISION SYSTEMS
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
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 their financial position or results of
operations.
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 Combined Systems cannot predict the ultimate effect of the 1996 Telecom
Act on their 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 Combined Systems.
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. The Combined Systems are subject to state
regulation in Massachusetts.
F-107
<PAGE> 252
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of
Renaissance Media Group LLC
We have audited the accompanying consolidated balance sheet of Renaissance
Media Group LLC as of December 31, 1998 and the related consolidated statements
of operations, changes in members' equity, and cash flows for the year ended
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Renaissance
Media Group LLC at December 31, 1998, and the consolidated results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
New York, New York
February 22, 1999
except for Note 11, as to which
the date is February 24, 1999
F-108
<PAGE> 253
RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents................................... $ 8,482
Accounts receivable -- trade (less allowance for doubtful
accounts of $92).......................................... 726
Accounts receivable -- other................................ 584
Prepaid expenses and other assets........................... 340
Escrow deposit.............................................. 150
Investment in cable television systems:
Property, plant and equipment............................. 71,246
Less: Accumulated depreciation............................ (7,294)
--------
63,952
--------
Cable television franchises............................... 236,489
Less: Accumulated amortization............................ (11,473)
--------
225,016
--------
Intangible assets......................................... 17,559
Less: Accumulated amortization............................ (1,059)
--------
16,500
--------
Total investment in cable television systems......... 305,468
--------
Total assets...................................... $315,750
========
LIABILITIES AND MEMBERS' EQUITY
Accounts payable............................................ $ 2,042
Accrued expenses(a)......................................... 6,670
Subscriber advance payments and deposits.................... 608
Deferred marketing support.................................. 800
Advances from Holdings...................................... 135
Debt........................................................ 209,874
--------
Total Liabilities................................. 220,129
--------
Members' Equity:
Paid in capital............................................. 108,600
Accumulated deficit......................................... (12,979)
--------
Total members' equity................................ 95,621
--------
Total liabilities and members' equity............. $315,750
========
</TABLE>
- ---------------
(a) includes accrued costs from transactions with affiliated companies of $921.
See accompanying notes to financial statements.
F-109
<PAGE> 254
RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<S> <C>
REVENUES.................................................... $ 41,524
--------
COSTS & EXPENSES
Service Costs(a).......................................... 13,326
Selling, General & Administrative......................... 7,711
Depreciation & Amortization............................... 19,107
--------
Operating Income....................................... 1,380
Interest Income........................................ 158
Interest (Expense) (b)................................. (14,358)
--------
(Loss) Before Provision for Taxes...................... (12,820)
Provision for Taxes.................................... 135
--------
Net (Loss)............................................. $(12,955)
========
</TABLE>
- ---------------
(a) includes costs from transactions with affiliated companies of $7,523.
(b) includes $676 of amortization of deferred financing costs.
See accompanying notes to financial statements.
F-110
<PAGE> 255
RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
PAID TOTAL
IN ACCUMULATED MEMBER'S
CAPITAL (DEFICIT) EQUITY
------- ----------- --------
<S> <C> <C> <C>
Contributed Members' Equity -- Renaissance Media
Holdings LLC and Renaissance Media LLC................ $ 15,000 $ (24) $14,976
Additional capital contributions........................ 93,600 -- 93,600
Net (Loss).............................................. -- (12,955) (12,955)
-------- -------- -------
Balance December 31, 1998............................... $108,600 $(12,979) $95,621
======== ======== =======
</TABLE>
See accompanying notes to financial statements.
F-111
<PAGE> 256
RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<S> <C>
OPERATING ACTIVITIES:
Net (loss).................................................. $(12,955)
Adjustments to non-cash and non-operating items:
Depreciation and amortization............................. 19,107
Accretion on Senior Discount Notes........................ 7,363
Other non-cash charges.................................... 730
Changes in operating assets and liabilities:
Accounts receivable -- trade, net...................... (726)
Accounts receivable -- other........................... (584)
Prepaid expenses and other assets...................... (338)
Accounts payable....................................... 2,031
Accrued expenses....................................... 6,660
Subscriber advance payments and deposits............... 608
Deferred marketing support............................. 800
--------
Net cash provided by operating activities................... 22,696
--------
INVESTING ACTIVITIES:
Purchased cable television systems:
Property, plant and equipment.......................... (65,580)
Cable television franchises............................ (235,412)
Cash paid in excess of identifiable assets............. (8,608)
Escrow deposit............................................ (150)
Capital expenditures...................................... (5,683)
Cable television franchises............................... (1,077)
Other intangible assets................................... (526)
--------
Net cash (used in) investing activities..................... (317,036)
--------
FINANCING ACTIVITIES:
Debt acquisition costs.................................... (8,323)
Principal repayments on bank debt......................... (7,500)
Advances from Holdings.................................... 33
Proceeds from bank debt................................... 110,000
Proceeds from 10% Senior Discount Notes................... 100,012
Capital contributions..................................... 108,600
--------
Net cash provided by financing activities................... 302,822
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 8,482
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 1997.............. --
--------
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 1998.............. $ 8,482
========
SUPPLEMENTAL DISCLOSURES:
INTEREST PAID............................................. $ 4,639
========
</TABLE>
See accompanying notes to financial statements.
F-112
<PAGE> 257
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
1. ORGANIZATION AND BASIS OF PRESENTATION
Renaissance Media Group LLC ("Group") was formed on March 13, 1998 by
Renaissance Media Holdings LLC ("Holdings"). Holdings is owned by Morgan Stanley
Capital Partners III, L.P. ("MSCP III"), Morgan Stanley Capital Investors, L.P.
("MSCI"), MSCP III 892 Investors, L.P. ("MSCP Investors" and, collectively, with
its affiliates, MSCP III and MSCI and their respective affiliates, the "Morgan
Stanley Entities"), Time Warner and the Management Investors. On March 20, 1998,
Holdings contributed to Group its membership interests in two wholly-owned
subsidiaries; Renaissance Media (Louisiana) LLC ("Louisiana") and Renaissance
Media (Tennessee) LLC ("Tennessee"), which were formed on January 7, 1998.
Louisiana and Tennessee acquired a 76% interest and 24% interest, respectively,
in Renaissance Media LLC ("Media") from Morgan Stanley Capital Partners III,
Inc. ("MSCP"), on February 13, 1998 through an acquisition of entities under
common control accounted for as if it were a pooling of interests. As a result,
Media became a subsidiary of Group and Holdings. Group and its aforementioned
subsidiaries are collectively referred to as the "Company". On April 9, 1998,
the Company acquired (the "Acquisition") six cable television systems (the
"Systems") from TWI Cable, Inc. ("TWI Cable"), a subsidiary of Time Warner Inc.
("Time Warner"). See Note 3. Prior to this Acquisition, the Company had no
operations other than start-up related activities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NEW ACCOUNTING STANDARDS
During fiscal 1998, the Financial Accounting Standards Board ("FASB")
issued Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133").
FAS 133 provides a comprehensive and consistent standard for the
recognition and measurement of derivatives and hedging activities. The Company
will adopt FAS 133 as of January 1, 2000. The impact of the adoption on the
Company's consolidated financial statements is not expected to be material.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Company include the accounts
of the Company and its wholly owned subsidiaries. Significant intercompany
accounts and transactions have been eliminated.
CONCENTRATION OF CREDIT RISK
A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Company generally extends credit to customers and the ultimate collection of
accounts receivable could be affected by the local economy. Management performs
continuous credit evaluations of its customers and may require cash in advance
or other special arrangements from certain customers. Management does not
believe that there is any significant credit risk which could have a material
effect on the Company's financial condition.
REVENUE AND COSTS
Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited.
F-113
<PAGE> 258
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
Rights to exhibit programming are purchased from various cable networks. The
costs of such rights are generally expensed as the related services are made
available to subscribers.
ADVERTISING COSTS
Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $491 in 1998.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and investments in short-term,
highly liquid securities, which have maturities when purchased of three months
or less.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at purchased and capitalized
cost. Capitalized internal costs principally, consist of employee costs and
interest on funds borrowed during construction. Capitalized labor, materials and
associated overhead amounted to approximately $1,429 in 1998. Replacements,
renewals and improvements to installed cable plant are capitalized. Maintenance
and repairs are charged to expense as incurred. Depreciation expense for the
year ended December 31, 1998 amounted to $7,314. Property, plant and equipment
is depreciated using the straight-line method over the following estimated
service lives:
<TABLE>
<S> <C>
Buildings and leasehold improvements........................ 5 - 30 years
Cable systems, equipment and subscriber devices............. 5 - 30 years
Transportation equipment.................................... 3 - 5 years
Furniture, fixtures and office equipment.................... 5 - 10 years
</TABLE>
Property, plant and equipment at December 31, 1998 consisted of:
<TABLE>
<S> <C>
Land...................................................... $ 432
Buildings and leasehold improvements...................... 1,347
Cable systems, equipment and subscriber devices........... 62,740
Transportation equipment.................................. 2,181
Furniture, Fixtures and office equipment.................. 904
Construction in progress.................................. 3,642
-------
71,246
Less: accumulated depreciation.............................. (7,294)
-------
Total............................................. $63,952
=======
</TABLE>
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,
F-114
<PAGE> 259
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
deferred financing and other intangible assets. Cable television franchises and
intangible assets are amortized using the straight-line method over the
following estimated useful lives:
<TABLE>
<S> <C>
Cable television franchises................................. 15 years
Goodwill.................................................... 25 years
Deferred financing and other intangible assets.............. 2 - 10 years
</TABLE>
Intangible assets at December 31, 1998 consisted of:
<TABLE>
<S> <C>
Goodwill.................................................... $ 8,608
Deferred Financing Costs.................................... 8,323
Other intangible assets..................................... 628
-------
17,559
Less: accumulated amortization.............................. (1,059)
-------
Total............................................. $16,500
=======
</TABLE>
The Company periodically reviews the carrying value of its long-lived
assets, including property, plant and equipment, cable television franchises and
intangible assets, whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. To the extent the estimated future cash
inflows attributable to the asset, less estimated future cash outflows, is less
than the carrying amount, an impairment loss is recognized to the extent that
the carrying value of such asset is greater than its fair value.
ESTIMATES USED IN FINANCIAL STATEMENT PRESENTATION
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
3. ACQUISITIONS
TWI CABLE
On April 9, 1998, the Company acquired six cable television systems from
TWI Cable. The systems are clustered in southern Louisiana, western Mississippi
and western Tennessee. This Acquisition represented the first acquisition by the
Company. The purchase price for the systems was $309,500 which was paid as
follows: TWI Cable received $300,000 in cash, inclusive of an escrow deposit of
$15,000, and a $9,500 (9,500 units) equity interest in Renaissance Media
Holdings LLC, the parent company of Group. In addition to the purchase price,
the Company incurred approximately $1,385 in transaction costs, exclusive of
financing costs.
The Acquisition was accounted for using the purchase method and,
accordingly, results of operations are reported from the date of the Acquisition
(April 9, 1998). The excess of the purchase price over the estimated fair value
of the tangible assets acquired has been allocated to cable television
franchises and goodwill in the amount of $235,387 and $8,608, respectively.
F-115
<PAGE> 260
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
DEFFNER CABLE
On August 31, 1998, the Company acquired the assets of Deffner Cable, a
cable television company located in Gadsden, Tennessee. The purchase price was
$100 and was accounted for using the purchase method. The allocation of the
purchase price is subject to change, although management does not believe that
any material adjustment to such allocation is expected.
BAYOU VISION, INC.
On February 3, 1999, Media acquired the cable television assets of Bayou
Vision, Inc. and Gulf South Cable, Inc. serving approximately 1,950 subscribers
in the Villages of Estherwood, Morse and Mermentau and Acadia and Livingston
Parish, Louisiana. The cash purchase price was approximately $2,700 and was paid
out of available Company funds.
Unaudited Pro Forma summarized results of operations for the Company for
the year ended December 31, 1998 and 1997, assuming the Acquisition, Notes (as
hereinafter defined) offering and Credit Agreement (as hereinafter defined) had
been consummated on January 1, 1998 and 1997, are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------
1997 1998
---- ----
<S> <C> <C>
Revenues.................................................... $ 50,987 $ 56,745
Expenses.................................................... 53,022 55,210
-------- --------
Operating (loss) income..................................... (2,035) 1,535
Interest expense and other expenses......................... (19,740) (19,699)
-------- --------
Net (Loss).................................................. $(21,775) $(18,164)
======== ========
</TABLE>
4. DEBT
As of December 31, 1998, debt consisted of:
<TABLE>
<S> <C>
10.00% Senior Discount Notes at Accreted Value(a)........... $107,374
Credit Agreement(b)......................................... 102,500
--------
$209,874
========
</TABLE>
(a) On April 9, 1998, in connection with the Acquisition described in Note
3, the Company issued $163,175 principal amount at maturity, $100,012 initial
accreted value, of 10.00% senior discount notes due 2008 ("Notes"). The Notes
pay no interest until April 15, 2003. From and after April 15, 2003 the Notes
will bear interest, payable semi-annually in cash, at a rate of 10% per annum on
April 15 and October 15 of each year, commencing October 15, 2003. The Notes are
due on April 15, 2008.
(b) On April 9, 1998, Renaissance Media entered into a credit agreement
among Morgan Stanley & Co. Incorporated as Placement Agent, Morgan Stanley
Senior Funding Inc., as Syndication Agent, the Lenders, CIBC Inc., as
Documentation Agent and Bankers Trust Company as Administrative Agent (the
"Credit Agreement"). The aggregate commitments under the Credit Agreement total
$150,000, consisting of a $40,000 revolver, $60,000 Tranche A Term Loans and
$50,000 Tranche B Term Loans (collectively the "Term Loans"). The revolving
credit and term loans are collateralized by a first lien position on all present
and future assets and the member's 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
F-116
<PAGE> 261
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
and for commitment fees of 1/2% on the unused portion of the revolver. The
effective interest rate, including commitment fees and amortization of related
deferred financing costs and the interest-rate cap, for the year ended December
31, 1998 was 8.82%.
On April 9, 1998, $110,000 was borrowed under the Credit Agreement's
Tranche A and B Term Loans. On June 23, 1998, $7,500 was repaid resulting in
$102,500 of outstanding Tranche A and B Term Loans as of December 31, 1998.
As of December 31, 1998, the Company had unrestricted use of the $40,000
revolver. No borrowings had been made by the Company under the revolver through
that date.
Annual maturities of borrowings under the Credit Agreement for the years
ending December 31 are as follows:
<TABLE>
<S> <C>
1999........................................................ $ 776
2000........................................................ 1,035
2001........................................................ 2,701
2002........................................................ 9,506
2003........................................................ 11,590
2004........................................................ 11,590
Thereafter.................................................. 65,302
--------
102,500
Less: Current portion....................................... (776)
--------
$101,724
========
</TABLE>
The Credit Agreement and the Indenture pursuant to which the Notes were
issued contain restrictive covenants on the Company and subsidiaries regarding
additional indebtedness, investment guarantees, loans, acquisitions, dividends
and merger or sale of the subsidiaries and require the maintenance of certain
financial ratios.
Total interest cost incurred for the year ended December 31, 1998,
including commitment fees and amortization of deferred financing and
interest-rate cap costs was $14,358, net of capitalized interest of $42.
5. INTEREST RATE-CAP AGREEMENT
The Company purchases interest-rate cap agreements that are designed to
limit its exposure to increasing interest rates and are designated to its
floating rate debt. The strike price of these agreements exceeds the current
market levels at the time they are entered into. The interest rate indices
specified by the agreements have been and are expected to be highly correlated
with the interest rates the Company incurs on its floating rate debt. Payments
to be received as a result of the specified interest rate index exceeding the
strike price are accrued in other assets and are recognized as a reduction of
interest expense (the accrual accounting method). The cost of these agreements
is included in other assets and amortized to interest expense ratably during the
life of the agreement. Upon termination of an interest-rate cap agreement, any
gain is deferred in other liabilities and amortized over the remaining term of
the original contractual life of the agreement as a reduction of interest
expense.
On December 1, 1997, the Company purchased an interest-rate cap agreement
from Morgan Stanley Capital Services Inc. The carrying value as of December 31,
1998 was $47. The fair value
F-117
<PAGE> 262
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
of the interest-rate cap, which is based upon the estimated amount that the
Company would receive or pay to terminate the cap agreement as of December 31,
1998, taking into consideration current interest rates and the credit worthiness
of the counterparties, approximates its carrying value.
The following table summarizes the interest-rate cap agreement:
<TABLE>
<CAPTION>
NOTIONAL INITIAL
PRINCIPAL EFFECTIVE TERMINATION CONTRACT FIXED RATE
AMOUNT TERM DATE DATE COST (PAY RATE)
- --------- ---- --------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
$100,000 2 years 12/1/97 12/1/99 $100 7.25%
</TABLE>
6. TAXES
For the year ended December 31, 1998, the provision for income taxes has
been calculated on a separate company basis. The components of the provision for
income taxes are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1998
-----------------
<S> <C>
Federal:
Current................................................... $ --
Deferred.................................................. --
State:
Current................................................... 135
Deferred.................................................. --
----
Provision for income taxes............................. $135
====
</TABLE>
The Company's current state tax liability results from its obligation to
pay franchise tax in Tennessee and Mississippi and tax on capital in New York.
The Company has a net operating loss ("NOL") carryforward for income tax
purposes which is available to offset future taxable income. This NOL totals
approximately $14,900 and expires in the year 2018. The Company has established
a valuation allowance to offset the entire potential future tax benefit of the
NOL carryforward and, therefore, has recognized no deferred tax asset with
respect to the NOL.
Louisiana and Tennessee have elected to be treated as corporations for
federal income tax purposes and have not recorded any tax benefit for their
losses as the realization of theses losses by reducing future taxable income in
the carry forward period is uncertain at this time.
7. RELATED PARTY TRANSACTIONS
(a) TRANSACTIONS WITH MORGAN STANLEY ENTITIES
In connection with the Acquisition, Media entered into the Credit Agreement
with Morgan Stanley Senior Funding Inc. and Morgan Stanley & Co. Incorporated
acted as the Placement Agent for the Notes. In connection with these services
the Morgan Stanley Entities received customary fees and expense reimbursement.
(b) TRANSACTIONS WITH TIME WARNER AND RELATED PARTIES
In connection with the Acquisition, Media entered into an agreement with
Time Warner, pursuant to which Time Warner manages the Company's programming in
exchange for providing the Company access to certain Time Warner programming
arrangements.
F-118
<PAGE> 263
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
(c) Transactions with Management
Prior to the consummation of the Acquisition described in Note 3, Media
paid fees in 1998 to six senior executives of the Company who are investors in
the Company (the "Management Investors") for services rendered prior to their
employment by Media relating to the Acquisition and the Credit Agreement. These
fees totaled $287 and were recorded as transaction and financing costs.
(d) DUE TO MANAGEMENT INVESTORS
Prior to the formation of the Company, the Management Investors advanced
$1,000 to Holdings, which was used primarily for working capital purposes. Upon
formation of the Company, Holdings contributed certain assets and liabilities to
Group and the $1,000 advance from the Management Investors was recorded as paid
in capital.
(e) TRANSACTIONS WITH BOARD MEMBER
The Company has utilized the law firm of one of its board members for legal
services for the Acquisition, financing agreements and various ongoing legal
matters. These fees totaled approximately $1,348 for the year ended December 31,
1998.
8. ACCRUED EXPENSES
Accrued expenses as of December 31, 1998 consist of the following:
<TABLE>
<S> <C>
Accrued programming costs................................... $1,986
Accrued interest............................................ 1,671
Accrued franchise fees...................................... 1,022
Accrued legal and professional fees,........................ 254
Accrued salaries, wages and benefits........................ 570
Accrued property and sales tax.............................. 637
Other accrued expenses...................................... 530
------
$6,670
======
</TABLE>
9. EMPLOYEE BENEFIT PLAN
Effective April 9, 1998, the Company began sponsoring a defined
contribution plan which covers substantially all employees (the "Plan"). The
Plan provides for contributions from eligible employees up to 15% of their
compensation. The Company's contribution to the Plan is limited to 50% of each
eligible employee's contribution up to 10% of his or her compensation. The
Company has the right in any year to set the amount of the Company's
contribution percentage. Company matching contributions to the Plan for the year
ended December 31, 1998 were approximately $97. All participant contributions
and earnings are fully vested upon contribution and company contributions and
earnings vest 20% per year of employment with the Company, becoming fully vested
after five years.
F-119
<PAGE> 264
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
10. COMMITMENTS AND CONTINGENCIES
(a) LEASES
The Company had rental expense under various lease and rental agreements
primarily for offices, tower sites and warehouses of approximately $125 in 1998.
In addition, the Company rents utility poles in its operations generally under
short term arrangements, but the Company expects these arrangements to recur.
Total rent expense for utility poles was approximately $620 in 1998. Future
minimum annual rental payments under noncancellable leases are as follows:
<TABLE>
<S> <C>
1999............................................... $162
2000............................................... 38
2001............................................... 24
2002............................................... 20
2003 and thereafter................................ 66
----
Total......................................... $310
====
</TABLE>
(b) EMPLOYMENT AGREEMENTS
Media has entered into employment agreements with six senior executives who
are also investors in Holdings. Under the conditions of five of the agreements
the employment term is five years, expiring in April 2003 and requires Media to
continue salary payments (including any bonus) through the term if the
executive's employment is terminated by Media without cause, as defined in the
employment agreement. Media's obligations under the employment agreements may be
reduced in certain situations based on actual operating performance relative to
the business plan, death or disability or by actions of the other senior
executives.
The employment agreement for one senior executive has a term of one year
and may be renewed annually. This agreement has been renewed through April 8,
2000.
(c) OTHER AGREEMENTS
In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, Time
Warner agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) by 1999
(approximately $23 million). This agreement with the FCC has been assumed by the
Company as part of the Acquisition.
11. SUBSEQUENT EVENT
On February 23, 1999, Holdings entered into an agreement with Charter
Communications, LLC and Charter Communications, Inc., to sell 100% of its
members' equity in the Company for approximately $459,000, subject to certain
closing conditions. This transaction is expected to close during the third
quarter of 1999.
12. YEAR 2000 ISSUES (UNAUDITED)
The Company relies on computer systems, related software applications and
other control devices in operating and monitoring all major aspects of its
business, including, but not limited to, its financial systems (such as general
ledger, accounts payable, payroll and fixed asset
F-120
<PAGE> 265
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLAR AMOUNTS IN THOUSANDS)
modules), subscriber billing systems, internal networks and telecommunications
equipment. The Company also relies, directly and indirectly, on the external
systems of various independent business enterprises, such as its suppliers and
financial organizations, for the accurate exchange of data.
The Company continues to assess the likely impact of Year 2000 issues on
its business operations, including its material information technology ("IT")
and non-IT applications. These material applications include all billing and
subscriber information systems, general ledger software, payroll systems,
accounting software, phone switches and certain headend applications, all of
which are third party supported.
The Company believes it has identified all systems that may be affected by
Year 2000 Issues. Concurrent with the identification phase, the Company is
securing compliance determinations relative to all identified systems. For those
systems that the Company believes are material, compliance programs have been
received or such systems have been certified by independent parities as Year
2000 compliant. For those material systems that are subject to compliance
programs, the Company expects to receive Year 2000 certifications from
independent parties by the second quarter 1999. Determinations of Year 2000
compliance requirements for less mission critical systems are in progress and
are expected to be completed in the second quarter of 1999.
With respect to third parties with which the Company has a material
relationship, the Company believes its most significant relationships are with
financial institutions, who receive subscriber monthly payments and maintain
Company bank accounts, and subscriber billing and management systems providers.
We have received compliance programs which if executed as planned should provide
a high degree of assurance that all Year 2000 issues will be addressed by mid
1999.
The Company has not incurred any material Year 2000 costs to date, and
excluding the need for contingency plans, does not expect to incur any material
Year 2000 costs in the future because most of its applications are maintained by
third parties who have borne Year 2000 compliance costs.
The Company cannot be certain that it or third parties supporting its
systems have resolved or will resolve all Year 2000 issues in a timely manner.
Failure by the Company or any such third party to successfully address the
relevant Year 2000 issues could result in disruptions of the Company's business
and the incurrence of significant expenses by the Company. Additionally, the
Company could be affected by any disruption to third parties with which the
Company does business if such third parties have not successfully addressed
their Year 2000 issues.
Failure to resolve Year 2000 issues could result in improper billing to the
Company's subscribers which could have a major impact on the recording of
revenue and the collection of cash as well as create significant customer
dissatisfaction. In addition, failure on the part of the financial institutions
with which the Company relies on for its cash collection and management services
could also have a significant impact on collections, results of operations and
the liquidity of the Company.
The Company has not yet finalized contingency plans necessary to handle the
most likely worst case scenarios. Before concluding as to possible contingency
plans, the Company must determine whether the material service providers
contemplate having such plans in place. In the event that contingency plans from
material service providers are not in place or are deemed inadequate, management
expects to have such plans in place by the third quarter of 1999.
F-121
<PAGE> 266
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of
TWI Cable, Inc.
We have audited the accompanying combined balance sheet of the Picayune MS,
Lafourche LA, St. Tammany LA, St. Landry LA, Pointe Coupee LA, and Jackson TN
cable television systems, (collectively, the "Combined Systems") included in TWI
Cable, Inc. ("TWI Cable"), as of April 8, 1998, and the related combined
statements of operations, changes in net assets and cash flows for the period
from January 1, 1998 through April 8, 1998. These combined financial statements
are the responsibility of the Combined Systems' management. Our responsibility
is to express an opinion on these combined financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Combined Systems, included in TWI Cable, at April 8, 1998, and the combined
results of their operations and their cash flows for the period from January 1,
1998 through April 8, 1998, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
New York, New York
February 22, 1999
F-122
<PAGE> 267
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
COMBINED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
<S> <C>
ASSETS
Cash and cash equivalents................................... $ 7
Receivables, less allowance of $116......................... 576
Prepaid expenses and other assets........................... 438
Property, plant and equipment, net.......................... 35,992
Cable television franchises, net............................ 195,907
Goodwill and other intangibles, net......................... 50,023
--------
Total assets...................................... $282,943
========
LIABILITIES AND NET ASSETS
Accounts payable............................................ $ 63
Accrued programming expenses................................ 978
Accrued franchise fees...................................... 616
Subscriber advance payments and deposits.................... 593
Deferred income taxes....................................... 61,792
Other liabilities........................................... 747
--------
Total liabilities................................. 64,789
Total net assets.................................. 218,154
--------
Total liabilities and net assets.................. $282,943
========
</TABLE>
See accompanying notes to combined financial statements.
F-123
<PAGE> 268
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
COMBINED STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1, 1998
THROUGH
APRIL 8, 1998
---------------
<S> <C>
REVENUES.................................................... $15,221
COSTS AND EXPENSES:
Operating and programming................................... 3,603
Selling, general and administrative......................... 4,134
Depreciation and amortization............................... 5,031
(Gain) on disposal of fixed assets.......................... (96)
-------
Total costs and expenses.......................... 12,672
-------
Operating income............................................ 2,549
Provision for income taxes.................................. 1,191
-------
Net income.................................................. $ 1,358
=======
</TABLE>
See accompanying notes to combined financial statements.
F-124
<PAGE> 269
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
COMBINED STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<S> <C>
Balance at December 31, 1997................................ $224,546
Repayment of advances from Parent......................... (17,408)
Advances from Parent...................................... 9,658
Net income................................................ 1,358
--------
Balance at April 8, 1998.................................... $218,154
========
</TABLE>
See accompanying notes to combined financial statements.
F-125
<PAGE> 270
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
COMBINED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
JANUARY 1, 1998
THROUGH
APRIL 8, 1998
---------------
<S> <C>
OPERATING ACTIVITIES:
Net income.................................................. $ 1,358
Adjustments for noncash and nonoperating items:
Income tax expense........................................ 1,191
Depreciation and amortization............................. 5,031
(Gain) on disposal of fixed assets........................ (96)
Changes in operating assets and liabilities:
Receivables, prepaids and other assets................. 289
Accounts payable, accrued expenses and other
liabilities........................................... (770)
Other balance sheet changes............................ (4)
--------
Net cash provided by operations............................. 6,999
--------
INVESTING ACTIVITIES:
Capital expenditures........................................ (613)
--------
Net cash used in investing activities....................... (613)
--------
FINANCING ACTIVITIES:
Net repayment of advances from Parent....................... (7,750)
--------
Net cash (used in) financing activities..................... (7,750)
INCREASE IN CASH AND CASH EQUIVALENTS....................... (1,364)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 1,371
--------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 7
========
</TABLE>
See accompanying notes to combined financial statements.
F-126
<PAGE> 271
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The cable television systems operating in the metropolitan areas of
Picayune, Mississippi; Lafourche, Louisiana; St. Tammany, Louisiana; St. Landry,
Louisiana; Pointe Coupee, Louisiana; and Jackson, Tennessee (the "Combined
Systems") are principally engaged in the cable television business under
non-exclusive franchise agreements, which expire at various times beginning in
1999. The Combined Systems' operations consist primarily of selling video
programming which is distributed to subscribers for a monthly fee through a
network of coaxial and fiber-optic cables.
Prior to January 4, 1996, the Combined Systems were included in certain
subsidiaries of Cablevision Industries Corporation ("CVI"). On January 4, 1996,
CVI merged into a wholly owned subsidiary of Time Warner Inc. (the "CVI
Merger"). On October 1, 1996, Time Warner Inc. ("Time Warner") completed a
reorganization amongst certain of its wholly owned cable television subsidiaries
whereby CVI was renamed TWI Cable Inc. ("TWI Cable").
BASIS OF PRESENTATION
TWI Cable has sold the Combined Systems to Renaissance Media Holdings LLC
("Renaissance") pursuant to an Asset Purchase Agreement with Renaissance, dated
November 14, 1997 (see Note 8). Accordingly, the accompanying combined financial
statements of the Combined Systems reflect the "carved out" historical financial
position, results of operations, cash flows and changes in net assets of the
operations of the Combined Systems as if they had been operating as a separate
company. Effective as of January 1, 1996, the Combined Systems' financial
statements reflect the new basis of accounting arising from Time Warner's merger
with CVI. Based on Time Warner's allocation of the purchase price, the assets
and liabilities of the Combined Systems were revalued resulting in goodwill
allocated to the Combined Systems of approximately $52,971,000, which is being
amortized over its estimated life of 40 years. In addition, approximately
$220,981,000 was allocated to cable television franchises and other intangible
assets, which is being amortized over periods up to 20 years.
The combined statements have been adjusted to include the allocation of
certain corporate expenses incurred by Time Warner Cable and/or TWI Cable on the
Combined Systems' behalf, based upon the number of Combined System subscribers
managed by Time Warner Cable and the ratio of Combined System subscribers to
total TWI Cable subscribers, respectively. These allocations reflect all costs
of doing business that the Combined Systems would have incurred on a stand alone
basis as disclosed in Note 3. Management believes that these allocations are
reasonable.
BASIS OF COMBINATION
The combined financial statements include the assets, liabilities,
revenues, expenses, income, loss and cash flows of the Combined Systems, as if
the Combined Systems were a single company. Significant intercompany accounts
and transactions between the Combined Systems have been eliminated. Significant
accounts and transactions with Time Warner and its affiliates are disclosed as
related party transactions (see Note 3).
F-127
<PAGE> 272
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
USE OF ESTIMATES
The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the combined financial
statements and footnotes thereto. Actual results could differ from those
estimates.
CONCENTRATION OF CREDIT RISK
A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Combined Systems generally extend credit to customers and the ultimate
collection of accounts receivable could be affected by the local economy.
Management performs continuous credit evaluations of its customers and may
require cash in advance or other special arrangements from certain customers.
Management does not believe that there is any significant credit risk which
could have a material effect on the financial condition of the Combined Systems.
REVENUE AND COSTS
Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited. Rights to exhibit programming are purchased from
various cable networks. The costs of such rights are generally expensed as the
related services are made available to subscribers.
FRANCHISE FEES
Local governmental authorities impose franchise fees on the cable
television systems owned by the Combined Systems ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Combined Systems' customers and such fees are not included as
revenue or as a franchise fee expense.
ADVERTISING COSTS
Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $105,000 for the period from
January 1, 1998 through April 8, 1998.
STATEMENT OF CASH FLOWS
The Combined Systems participate in a cash management system with
affiliates whereby cash receipts are transferred to a centralized bank account
from which centralized payments to various suppliers and creditors are made on
behalf of the Combined Systems. The excess of such cash receipts over payments
is included in net assets. Amounts shown as cash represent the Combined Systems'
net cash receipts not transferred to the centralized account as of December 31,
1996 and 1997. The average net intercompany payable balances was $166,522,000
for the period from January 1, 1998 through April 8, 1998.
For purposes of this statement, cash and cash equivalents includes all
highly liquid investments purchased with original maturities of three months or
less.
F-128
<PAGE> 273
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Additions to property,
plant and equipment generally include material, labor, overhead and interest.
Depreciation is provided on the straight-line method over estimated useful lives
as follows:
<TABLE>
<S> <C>
Buildings and improvements.................................. 5-20 years
Cable television equipment.................................. 5-15 years
Furniture, fixtures and other equipment..................... 3-10 years
</TABLE>
Property, plant and equipment consist of:
<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
(IN THOUSANDS)
<S> <C>
Land and buildings.......................................... $ 2,255
Cable television equipment.................................. 40,276
Furniture, fixtures and other equipment..................... 2,308
Construction in progress.................................... 1,183
--------
46,022
Less accumulated depreciation............................... (10,030)
--------
Total............................................. $ 35,992
========
</TABLE>
INTANGIBLE ASSETS
The Combined Systems amortized goodwill over periods up to 40 years and
cable television franchises over periods up to 20 years, both using the
straight-line method. For the period from January 1, 1998 through April 8, 1998
amortization of goodwill amounted to $360,000 and amortization of cable
television franchises amounted to $3,008,000. Accumulated amortization of
intangible assets amounted to $28,114,000 at April 8, 1998.
IMPAIRMENT
Management separately reviews the carrying value of acquired long-lived
assets for each acquired entity on a quarterly basis to determine whether an
impairment may exist. Management considers relevant cash flow and profitability
information, including estimated future operating results, trends and other
available information, in assessing whether the carrying value of long-lived
assets can be recovered. Upon a determination that the carrying value of
long-lived assets will not be recovered from the undiscounted future cash flows
of the acquired business, the carrying value of such long-lived assets would be
considered impaired and would be reduced by a charge to operations in the amount
of the impairment. An impairment charge is measured as a deficiency in estimated
discounted future cash flows of the acquired business to recover the carrying
value related to the long-lived assets.
INCOME TAXES
Income taxes have been provided using the liability method prescribed by
FASB Statement No. 109, "Accounting for Income Taxes". Under the liability
method, deferred income taxes reflect tax carryforwards and the net tax effects
of temporary differences between the carrying
F-129
<PAGE> 274
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
amount of assets and liabilities for financial statements and income tax
purposes, as determined under enacted tax laws and rates.
2. EMPLOYEE BENEFIT PLANS
Following the CVI Merger, the Combined Systems began participation in the
Time Warner Cable Pension Plan (the "Pension Plan"), a non-contributory defined
benefit pension plan, and the Time Warner Cable Employee Savings Plan (the
"Savings Plan") which are administered by a committee appointed by the Board of
Representatives of Time Warner Entertainment Company, L.P. ("TWE"), an affiliate
of Time Warner, and which cover substantially all employees.
Benefits under the Pension Plan are determined based on formulas which
reflect an employee's years of service and compensation levels during the
employment period. Pension expense for the period from January 1, 1998 through
April 8, 1998 totaled $61,000.
The Combined Systems' contributions to the Savings Plan are limited to
6.67% of an employee's eligible compensation during the plan year. The Board of
Representatives of TWE has the right in any year to set the maximum amount of
the Combined Systems' contribution. Defined contribution plan expense for the
period from January 1, 1998 through April 8, 1998 totaled $38,000.
The Combined Systems have no material obligations for other post retirement
benefits.
3. RELATED PARTIES
In the normal course of conducting business, the Combined Systems had
various transactions with Time Warner and its affiliates, generally on terms
resulting from a negotiation between the affected units that in management's
view resulted in reasonable allocations.
PROGRAMMING
Included in the Combined Systems' operating expenses are charges for
programming and promotional services provided by Home Box Office, Turner
Broadcasting System, Inc. and other affiliates of Time Warner. These charges are
based on customary rates and are in the ordinary course of business. These
charges totaled $1,164,000 for the period from January 1, 1998 through April 8,
1998. Accrued related party expenses for these programming and promotional
services included in accrued programming expenses approximated $409,000 for the
period from January 1, 1998 through April 8, 1998.
MANAGEMENT FEES
TWI Cable entered into a management service arrangement with Time Warner
Cable ("TWC"), pursuant to which TWC is responsible for the management and
operation of TWI Cable, which includes the Combined Systems. The management fees
paid to TWC by TWI Cable are based on an allocation of the corporate expenses of
TWC's cable division in proportion to the respective number of subscribers of
all cable systems managed by TWC's cable division. The allocation of the TWI
Cable management fee to the Combined Systems approximated $486,000 for the
period from January 1, 1998 through April 8, 1998.
Other divisional expenses allocated to the Combined Systems approximated
$299,000 for the period from January 1, 1998 through April 8, 1998.
F-130
<PAGE> 275
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
4. INTEREST EXPENSE
Prior to the CVI Merger, the Jackson, Tennessee system was included in
Cablevision Industries Limited Partnership and Combined Entities ("CILP"). The
Jackson system was charged interest expense in connection with CILP's (a) senior
and subordinated bank credit agreements; and (b) senior unsecured subordinated
Series A and Series B notes payable to CVI. The remaining five systems
comprising the Combined Systems were included in Cablevision Industries of the
Southeast, Inc. and Combined Entities ("CIOS"). These systems were charged
interest expense in connection with CIOS's (a) bank revolving credit agreement;
and (b) junior and senior subordinated debt to CVI.
5. INCOME TAXES
Effective January 4, 1996, the Combined Systems are included in the
consolidated federal income tax return of Time Warner. Prior to January 4, 1996,
the Combined Systems were included in the consolidated federal income tax return
of CVI. The provision for income taxes has been calculated on a separate company
basis. The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JANUARY 1, 1998
THROUGH
APRIL 8, 1998
--------------------
(IN THOUSANDS)
<S> <C>
Federal:
Current................................................. $ --
Deferred................................................ 962
State:
Current................................................. --
Deferred................................................ 229
------
Net provision for income taxes....................... $1,191
======
</TABLE>
The Combined Systems did not, and will not, have a tax sharing agreement
with either Time Warner, TWI Cable or CVI. Therefore, the Combined Systems have
not and will not be compensated for the utilization of the Combined Systems' tax
losses, by Time Warner, TWI Cable or CVI. In addition, the Combined Systems have
not and will not be required to make payments to either Time Warner or TWI Cable
for the current tax provision of the Combined Systems.
The differences between the income tax provision expected at the U.S.
federal statutory income tax rate and the total income tax provision are due to
nondeductible goodwill amortization and state taxes.
F-131
<PAGE> 276
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Significant components of the Combined Systems' deferred tax assets and
liabilities, as calculated on a separate company basis, are as follows:
<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
(IN THOUSANDS)
<S> <C>
Deferred tax liabilities:
Amortization.............................................. $57,817
Depreciation.............................................. 4,181
-------
Total gross deferred tax liabilities.............. 61,998
-------
Deferred tax assets:
Tax loss carryforwards.................................... 160
Allowance for doubtful accounts........................... 46
-------
Total deferred tax assets......................... 206
-------
Net deferred tax liability........................ $61,792
=======
</TABLE>
On a separate company basis, the Combined Systems have tax loss
carryforwards of approximately $400,000 at April 8, 1998. However, if the
Combined Systems are acquired in an asset purchase, the tax loss carryforwards,
and net deferred tax liabilities relating to temporary differences will not
carry over to Renaissance (see Note 8).
6. COMMITMENTS AND CONTINGENCIES
The Combined Systems had rental expense of approximately $244,000 for the
period from January 1, 1998 through April 8, 1998 under various lease and rental
agreements for offices, utility poles, warehouses and computer equipment. Future
minimum annual rental payments under noncancellable leases will approximate
$1,000,000 annually over the next five years.
In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, TWC
has agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) over the
next three years (approximately $25 million at December 31, 1997). This
agreement with the FCC, which extends to the Combined Systems, will be assumed
by Renaissance as it relates to the Combined Systems in accordance with the
Asset Purchase Agreement.
F-132
<PAGE> 277
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
7. OTHER LIABILITIES
Other liabilities consist of:
<TABLE>
<CAPTION>
APRIL 8, 1998
-------------
(IN THOUSANDS)
<S> <C>
Compensation................................................ $279
Data Processing Costs....................................... 161
Sales and other taxes....................................... 146
Copyright Fees.............................................. 35
Pole Rent................................................... 93
Other....................................................... 33
----
Total............................................. $747
====
</TABLE>
8. SUBSEQUENT EVENT
The sale of the Combined Systems, in connection with the Asset Purchase
Agreement with Renaissance, closed on April 9, 1998 at the purchase price of
$309,500,000.
F-133
<PAGE> 278
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of
TWI Cable Inc.
We have audited the accompanying combined balance sheets of the Picayune
MS, Lafourche LA, St. Tammany LA, St. Landry LA, Pointe Coupee LA, and Jackson
TN cable television systems, (collectively, the "Combined Systems") included in
TWI Cable, Inc. ("TWI Cable"), as of December 31, 1996 and 1997, the related
combined statements of operations, changes in net assets and cash flows for the
years then ended. In addition, we have audited the combined statement of
operations and cash flows for the year ended December 31, 1995 of the
Predecessor Combined Systems. These combined financial statements are the
responsibility of the Combined Systems' or the Predecessor's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Combined
Systems, included in TWI Cable or the Predecessor, at December 31, 1996 and
1997, and the combined results of their operations and their cash flows for the
years ended December 31, 1995, 1996 and 1997, in conformity with generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
New York, New York
March 16, 1998
F-134
<PAGE> 279
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
---- ----
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 570 $ 1,371
Receivables, less allowance of $71 and $116 for the years
ended December 31, 1996 and 1997, respectively............ 794 1,120
Prepaid expenses and other assets........................... 45 183
Property, plant and equipment, net.......................... 36,966 36,944
Cable television franchises, net............................ 209,952 198,913
Goodwill and other intangibles, net......................... 51,722 50,383
-------- --------
Total assets...................................... $300,049 $288,914
======== ========
LIABILITIES AND NET ASSETS
Accounts payable............................................ $ 1,640 $ 652
Accrued programming expenses................................ 847 904
Accrued franchise fees...................................... 736 835
Subscriber advance payments and deposits.................... 66 407
Deferred income taxes....................................... 58,340 60,601
Other liabilities........................................... 945 969
-------- --------
Total liabilities................................. 62,574 64,368
Total net assets.................................. 237,475 224,546
-------- --------
Total liabilities and net assets.................. $300,049 $288,914
======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-135
<PAGE> 280
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1995 1996 1997
---- ---- ----
(PREDECESSOR) (INCLUDED IN TWI CABLE INC.)
<S> <C> <C> <C>
REVENUES............................................ $43,549 $47,327 $50,987
COSTS AND EXPENSES:
Operating and programming........................... 13,010 12,413 12,101
Selling, general and administrative................. 9,977 12,946 13,823
Depreciation and amortization....................... 17,610 18,360 18,697
(Gain) loss on disposal of fixed assets............. -- (244) 620
------- ------- -------
Total costs and expenses.................. 40,597 43,475 45,241
------- ------- -------
Operating income.................................... 2,952 3,852 5,746
Interest expense.................................... 11,871 -- --
------- ------- -------
(Loss) income before income tax (benefit) expense... (8,919) 3,852 5,746
Income tax (benefit) expense........................ (3,567) 1,502 2,262
------- ------- -------
Net (loss) income................................... $(5,352) $ 2,350 $ 3,484
======= ======= =======
</TABLE>
See accompanying notes to combined financial statements.
F-136
<PAGE> 281
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<S> <C>
Contribution by Parent...................................... $250,039
Repayment of advances from Parent......................... (47,895)
Advances from Parent...................................... 32,981
Net income................................................ 2,350
--------
Balance at December 31, 1996................................ 237,475
Repayment of advances from Parent......................... (50,661)
Advances from Parent...................................... 34,248
Net income................................................ 3,484
--------
Balance at December 31, 1997................................ $224,546
========
</TABLE>
See accompanying notes to combined financial statements.
F-137
<PAGE> 282
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1995 1996 1997
---- ---- ----
(PREDECESSOR) (INCLUDED IN TWI CABLE INC.)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income..................................... $(5,352) $ 2,350 $ 3,484
Adjustments for noncash and nonoperating items:
Income tax (benefit) expense..................... (3,567) 1,502 2,262
Depreciation and amortization.................... 17,610 18,360 18,697
(Gain) loss on disposal
of fixed assets................................ -- (244) 620
Changes in operating assets and liabilities:
Receivables, prepaids and other
assets...................................... (196) 944 (464)
Accounts payable, accrued expenses and other
liabilities................................. (972) 176 (466)
Other balance sheet changes.................... -- -- (529)
------- --------- --------
Net cash provided by operations....................... 7,523 23,088 23,604
INVESTING ACTIVITIES:
Purchase of Predecessor cable systems, net of cash
acquired............................................ -- (249,473) --
Capital expenditures.................................. (7,376) (8,170) (6,390)
------- --------- --------
Net cash used in investing activities................. (7,376) (257,643) (6,390)
FINANCING ACTIVITIES:
Advance from Parent for purchase of Predecessor....... -- 250,039 --
Net repayment of advances from Parent................. -- (14,914) (16,413)
------- --------- --------
Net cash provided by (used in) financing activities... -- 235,125 (16,413)
INCREASE IN CASH AND CASH EQUIVALENTS................. 147 570 801
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...... 419 0 570
------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............ $ 566 $ 570 $ 1,371
======= ========= ========
</TABLE>
See accompanying notes to combined financial statements.
F-138
<PAGE> 283
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The cable television systems operating in the metropolitan areas of
Picayune, Mississippi; Lafourche, Louisiana; St. Tammany, Louisiana; St. Landry,
Louisiana; Pointe Coupee, Louisiana; and Jackson, Tennessee (the "Combined
Systems") are principally engaged in the cable television business under
non-exclusive franchise agreements, which expire at various times beginning in
1999. The Combined Systems' operations consist primarily of selling video
programming which is distributed to subscribers for a monthly fee through a
network of coaxial and fiber-optic cables.
Prior to January 4, 1996, the Combined Systems were included in certain
subsidiaries of Cablevision Industries Corporation ("CVI"). On January 4, 1996,
CVI merged into a wholly owned subsidiary of Time Warner Inc. (the "CVI
Merger"). On October 1, 1996, Time Warner Inc. ("Time Warner") completed a
reorganization amongst certain of its wholly owned cable television subsidiaries
whereby CVI was renamed TWI Cable Inc. ("TWI Cable").
BASIS OF PRESENTATION
TWI Cable has committed to sell the Combined Systems to Renaissance Media
Holdings LLC ("Renaissance") pursuant to an Asset Purchase Agreement with
Renaissance, dated November 14, 1997. Accordingly, the accompanying combined
financial statements of the Combined Systems reflect the "carved out" historical
financial position, results of operations, cash flows and changes in net assets
of the operations of the Combined Systems as if they had been operating as a
separate company. Effective as of January 1, 1996, the Combined Systems'
financial statements reflect the new basis of accounting arising from Time
Warner's merger with CVI. Based on Time Warner's allocation of the purchase
price, the assets and liabilities of the Combined Systems were revalued
resulting in goodwill allocated to the Combined Systems of approximately
$52,971,000, which is being amortized over its estimated life of 40 years. In
addition, approximately $220,981,000 was allocated to cable television
franchises and other intangible assets, which is being amortized over periods up
to 20 years. The Combined Systems' financial statements through December 31,
1995 reflect the historical cost of their assets and liabilities and results of
their operations.
The combined statements have been adjusted to include the allocation of
certain corporate expenses incurred by Time Warner Cable and/or TWI Cable on the
Combined Systems' behalf, based upon the number of Combined System subscribers
managed by Time Warner Cable and the ratio of Combined System subscribers to
total TWI Cable subscribers, respectively. These allocations reflect all costs
of doing business that the Combined Systems would have incurred on a stand alone
basis as disclosed in Note 3. Management believes that these allocations are
reasonable.
BASIS OF COMBINATION
The combined financial statements include the assets, liabilities,
revenues, expenses, income, loss and cash flows of the Combined Systems, as if
the Combined Systems were a single company. Significant intercompany accounts
and transactions between the Combined Systems have been eliminated. Significant
accounts and transactions with Time Warner and its affiliates are disclosed as
related party transactions (see Note 3).
F-139
<PAGE> 284
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
USE OF ESTIMATES
The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the combined financial
statements and footnotes thereto. Actual results could differ from those
estimates.
CONCENTRATION OF CREDIT RISK
A significant portion of the customer base is concentrated within the local
geographical area of each of the individual cable television systems. The
Combined Systems generally extend credit to customers and the ultimate
collection of accounts receivable could be affected by the local economy.
Management performs continuous credit evaluations of its customers and may
require cash in advance or other special arrangements from certain customers.
Management does not believe that there is any significant credit risk which
could have a material effect on the financial condition of the Combined Systems.
REVENUE AND COSTS
Subscriber fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited. Rights to exhibit programming are purchased from
various cable networks. The costs of such rights are generally expensed as the
related services are made available to subscribers.
FRANCHISE FEES
Local governmental authorities impose franchise fees on the cable
television systems owned by the Combined Systems ranging up to a federally
mandated maximum of 5.0% of gross revenues. On a monthly basis, such fees are
collected from the Combined Systems' customers. Prior to January 1997, franchise
fees were not separately itemized on customers' bills. Such fees were considered
part of the monthly charge for basic services and equipment, and therefore were
reported as revenue and expense in the Combined Systems' financial results.
Management began the process of itemizing such fees on all customers' bills
beginning in January 1997. In conjunction with itemizing these charges, the
Combined Systems began separately collecting the franchise fee on all revenues
subject to franchise fees. As a result, such fees are no longer included as
revenue or as franchise fee expense. The net effect of this change is a
reduction in 1997 revenue and franchise fee expense of approximately $1,500,000
versus the comparable period in 1996.
ADVERTISING COSTS
Advertising costs are expensed upon the first exhibition of the related
advertisements. Advertising expense amounted to $308,000, $632,000 and $510,000
for the years ended 1995, 1996 and 1997, respectively.
STATEMENT OF CASH FLOWS
The Combined Systems participate in a cash management system with
affiliates whereby cash receipts are transferred to a centralized bank account
from which centralized payments to various suppliers and creditors are made on
behalf of the Combined Systems. The excess of
F-140
<PAGE> 285
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
such cash receipts over payments is included in net assets. Amounts shown as
cash represent the Combined Systems' net cash receipts not transferred to the
centralized account as of December 31, 1996 and 1997. The average net
intercompany payable balances were $173,348,000 and $170,438,000 for the years
ended December 31, 1996 and 1997, respectively.
For purposes of this statement, cash and cash equivalents includes all
highly liquid investments purchased with original maturities of three months or
less.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Additions to property,
plant and equipment generally include material, labor, overhead and interest.
Depreciation is provided on the straight-line method over estimated useful lives
as follows:
<TABLE>
<S> <C>
Buildings and improvements.................................. 5-20 years
Cable television equipment.................................. 5-15 years
Furniture, fixtures and other equipment..................... 3-10 years
</TABLE>
Property, plant and equipment consist of:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1996 1997
---- ----
<S> <C> <C>
Land and buildings.......................................... $ 2,003 $ 2,265
Cable television equipment.................................. 32,324 39,589
Furniture, fixtures and other equipment..................... 1,455 2,341
Construction in progress.................................... 5,657 1,028
------- -------
41,439 45,223
Less accumulated depreciation............................... (4,473) (8,279)
------- -------
Total............................................. $36,966 $36,944
======= =======
</TABLE>
INTANGIBLE ASSETS
During 1996 and 1997, the Combined Systems amortized goodwill over periods
up to 40 years and cable television franchises over periods up to 20 years, both
using the straight-line method. Prior to the CVI Merger, goodwill and cable
television franchises were amortized over 15 years using the straight-line
method. For the years ended 1995, 1996, and 1997, amortization of goodwill
amounted to $8,199,000, $1,325,000, and $1,325,000, respectively, and
amortization of cable television franchises amounted to $1,284,000, $11,048,000,
and $11,048,000, respectively. Accumulated amortization of intangible assets at
December 31, 1996 and 1997 amounted to $12,373,000 and $24,746,000,
respectively.
IMPAIRMENT
Management separately reviews the carrying value of acquired long-lived
assets for each acquired entity on a quarterly basis to determine whether an
impairment may exist. Management considers relevant cash flow and profitability
information, including estimated future operating results, trends and other
available information, in assessing whether the carrying value of long-lived
assets can be recovered. Upon a determination that the carrying value of
long-lived assets
F-141
<PAGE> 286
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
will not be recovered from the undiscounted future cash flows of the acquired
business, the carrying value of such long-lived assets would be considered
impaired and would be reduced by a charge to operations in the amount of the
impairment. An impairment charge is measured as a deficiency in estimated
discounted future cash flows of the acquired business to recover the carrying
value related to the long-lived assets.
INCOME TAXES
Income taxes have been provided using the liability method prescribed by
FASB Statement No. 109, "Accounting for Income Taxes". Under the liability
method, deferred income taxes reflect tax carryforwards and the net tax effects
of temporary differences between the carrying amount of assets and liabilities
for financial statements and income tax purposes, as determined under enacted
tax laws and rates.
2. EMPLOYEE BENEFIT PLANS
Following the CVI Merger, the Combined Systems began participation in the
Time Warner Cable Pension Plan (the "Pension Plan"), a non-contributory defined
benefit pension plan, and the Time Warner Cable Employee Savings Plan (the
"Savings Plan") which are administered by a committee appointed by the Board of
Representatives of Time Warner Entertainment Company, L.P. ("TWE"), an affiliate
of Time Warner, and which cover substantially all employees.
Benefits under the Pension Plan are determined based on formulas which
reflect an employee's years of service and compensation levels during the
employment period. Pension expense for the years ended December 31, 1996 and
1997 totaled $184,000 and $192,000, respectively.
The Combined Systems' contributions to the Savings Plan are limited to
6.67% of an employee's eligible compensation during the plan year. The Board of
Representatives of TWE has the right in any year to set the maximum amount of
the Combined Systems' contribution. Defined contribution plan expense for the
years ended December 31, 1996 and 1997 totaled $107,000 and $117,000,
respectively.
Prior to the CVI Merger, substantially all employees were eligible to
participate in a profit sharing plan or a defined contribution plan. The profit
sharing plan provided that the Combined Systems may contribute, at the
discretion of their board of directors, an amount up to 15% of compensation for
all eligible participants out of its accumulated earnings and profits, as
defined. Profit sharing expense amounted to approximately $31,000 for the year
ended December 31, 1995.
The defined contribution plan contained a qualified cash or deferred
arrangement pursuant to Internal Revenue Code Section 401(k). This plan provided
that eligible employees may contribute from 2% to 10% of their compensation to
the plan. The Combined Systems matched contributions of up to 4% of the
employees' compensation. The expense for this plan amounted to approximately
$96,000 for the year ended December 31, 1995.
The Combined Systems have no material obligations for other post retirement
benefits.
F-142
<PAGE> 287
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
3. RELATED PARTIES
In the normal course of conducting business, the Combined Systems had
various transactions with Time Warner and its affiliates, generally on terms
resulting from a negotiation between the affected units that in management's
view resulted in reasonable allocations.
PROGRAMMING
Included in the Combined Systems' 1996 and 1997 operating expenses are
charges for programming and promotional services provided by Home Box Office,
Turner Broadcasting System, Inc. and other affiliates of Time Warner. These
charges are based on customary rates and are in the ordinary course of business.
For the year ended December 31, 1996 and 1997, these charges totaled $3,260,000
and $3,458,000, respectively. Accrued related party expenses for these
programming and promotional services included in accrued programming expenses
approximated $327,000 and $291,000 for the years ended December 31, 1996 and
1997, respectively. There were no such programming and promotional service
related party transactions in 1995.
MANAGEMENT FEES
TWI Cable entered into a management service arrangement with Time Warner
Cable ("TWC"), pursuant to which TWC is responsible for the management and
operation of TWI Cable, which includes the Combined Systems. The management fees
paid to TWC by TWI Cable are based on an allocation of the corporate expenses of
TWC's cable division in proportion to the respective number of subscribers of
all cable systems managed by TWC's cable division. The allocation of the TWI
Cable management fee to the Combined Systems approximated $1,432,000 and
$1,715,000 for the years ended December 31, 1996 and 1997, respectively.
Other divisional expenses allocated to the Combined Systems approximated
$1,301,000 and $1,067,000 for the years ended December 31, 1996 and 1997,
respectively.
4. INTEREST EXPENSE
Prior to the CVI Merger, the Jackson, Tennessee system was included in
Cablevision Industries Limited Partnership and Combined Entities ("CILP"). The
Jackson system was charged interest expense in connection with CILP's (a) senior
and subordinated bank credit agreements; and (b) senior unsecured subordinated
Series A and Series B notes payable to CVI. The remaining five systems
comprising the Combined Systems were included in Cablevision Industries of the
Southeast, Inc. and Combined Entities ("CIOS"). These systems were charged
interest expense in connection with CIOS's (a) bank revolving credit agreement;
and (b) junior and senior subordinated debt to CVI.
5. INCOME TAXES
Effective January 4, 1996, the Combined Systems are included in the
consolidated federal income tax return of Time Warner. Prior to January 4, 1996,
the Combined Systems were included in the consolidated federal income tax return
of CVI. The provision (benefit) for income
F-143
<PAGE> 288
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
taxes has been calculated on a separate company basis. The components of the
provision (benefit) for income taxes are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1995 1996 1997
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
FEDERAL:
Current............................. $ -- $ -- $ --
Deferred............................ (2,881) 1,213 1,826
STATE:
Current............................. -- -- --
Deferred............................ (686) 289 436
------- ------ ------
Net provision (benefit) for income
taxes............................ $(3,567) $1,502 $2,262
======= ====== ======
</TABLE>
The Combined Systems did not, and will not, have a tax sharing agreement
with either Time Warner, TWI Cable or CVI. Therefore, the Combined Systems have
not and will not be compensated for the utilization of the Combined Systems' tax
losses, by Time Warner, TWI Cable or CVI. In addition, the Combined Systems have
not and will not be required to make payments to either Time Warner or TWI Cable
for the current tax provision of the Combined Systems.
The differences between the income tax provision (benefit) expected at the
U.S. federal statutory income tax rate and the total income tax provision
(benefit) are due to nondeductible goodwill amortization and state taxes.
Significant components of the Combined Systems' deferred tax assets and
liabilities, as calculated on a separate company basis, are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
DEFERRED TAX LIABILITIES:
Amortization............................... $61,266 $58,507
Depreciation............................... 3,576 4,060
------- -------
Total gross deferred tax
liabilities...................... 64,842 62,567
------- -------
DEFERRED TAX ASSETS:
Tax loss carryforwards..................... 6,474 1,920
Allowance for doubtful accounts............ 28 46
------- -------
Total deferred tax assets.......... 6,502 1,966
------- -------
Net deferred tax liability................. $58,340 $60,601
======= =======
</TABLE>
On a separate company basis, the Combined Systems have tax loss
carryforwards of approximately $4.8 million at December 31, 1997. However, if
the Combined Systems are acquired in an asset purchase, the tax loss
carryforwards, and net deferred tax liabilities relating to temporary
differences will not carry over to Renaissance (see Note 8).
F-144
<PAGE> 289
PICAYUNE MS, LAFOURCHE LA, ST. TAMMANY LA, ST. LANDRY LA,
POINTE COUPEE LA, AND JACKSON TN CABLE TELEVISION SYSTEMS
(INCLUDED IN TWI CABLE INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
6. COMMITMENTS AND CONTINGENCIES
The Combined Systems had rental expense of approximately $642,000,
$824,000, and $843,000 for the years ended December 31, 1995, 1996 and 1997,
respectively, under various lease and rental agreements for offices, utility
poles, warehouses and computer equipment. Future minimum annual rental payments
under noncancellable leases will approximate $1,000,000 annually over the next
five years.
In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996, TWC
has agreed with the Federal Communications Commission ("FCC") to invest in
certain upgrades to its cable infrastructure (consisting primarily of materials
and labor in connection with the plant upgrades up to 750 megahertz) over the
next three years (approximately $22 million). This agreement with the FCC, which
extends to the Combined Systems, will be assumed by Renaissance as it relates to
the Combined Systems in accordance with the Asset Purchase Agreement.
7. OTHER LIABILITIES
Other liabilities consist of:
<TABLE>
<CAPTION>
DECEMBER 31,
------------
1996 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
Compensation................................................ $217 $250
Data Processing Costs....................................... 100 90
Sales and other taxes....................................... 101 90
Copyright Fees.............................................. 85 83
Pole Rent................................................... 66 63
Other....................................................... 376 393
---- ----
Total.................................................. $945 $969
==== ====
</TABLE>
8. SUBSEQUENT EVENT (UNAUDITED)
The sale of the Combined Systems, in connection with the Asset Purchase
Agreement with Renaissance, closed on April 9, 1998 at the purchase price of
$309,500,000.
F-145
<PAGE> 290
INDEPENDENT AUDITORS' REPORT
The Partners
Helicon Partners I, L.P.:
We have audited the accompanying combined balance sheets of Helicon Partners I,
L.P. and affiliates as of December 31, 1997 and 1998, and the related combined
statements of operations, changes in partners' deficit, and cash flows for each
of the years in the three-year period ended December 31, 1998. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Helicon Partners I,
L.P. and affiliates as of December 31, 1997 and 1998 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
New York, New York
March 26, 1999
F-146
<PAGE> 291
HELICON PARTNERS I, L.P. AND AFFILIATES
COMBINED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
------------- -------------
<S> <C> <C>
ASSETS (NOTES 8 AND 9)
Cash and cash equivalents (note 2)..................... $ 4,372,281 $ 5,130,561
Receivables from subscribers........................... 1,439,720 1,631,931
Prepaid expenses and other assets...................... 2,205,794 3,469,228
Property, plant and equipment, net (notes 3, 4, and
11).................................................. 80,104,377 86,737,580
Intangible assets and deferred costs, net (notes 3 and
5)................................................... 85,066,665 94,876,847
------------- -------------
Total assets................................. $ 173,188,837 $ 191,846,147
============= =============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Accounts payable..................................... $ 7,416,901 $ 8,037,193
Accrued expenses..................................... 1,539,116 1,589,240
Subscriptions received in advance.................... 1,018,310 819,564
Accrued interest..................................... 3,760,360 3,742,456
Due to principal owner (note 7)...................... 5,000,000 5,000,000
Senior secured notes (note 8)........................ 115,000,000 115,000,000
Loans payable to banks (note 9)...................... 85,776,641 120,266,922
12% subordinated notes, net of unamortized discount
of $2,889,541 in 1997 and $2,543,869 in 1998 (note
10)............................................... 37,249,948 42,672,085
Redeemable partnership interests (note 10)........... 6,437,142 16,253,906
Other notes payable (note 11)........................ 5,747,076 5,448,804
Due to affiliates, net (note 6)...................... 71,474 247,042
------------- -------------
Total liabilities............................ 269,016,968 319,077,212
------------- -------------
Commitments (notes 8, 9, 10, 11 and 13)
Partners' deficit (note 12):
Preferred limited partners........................... 7,649,988 8,567,467
Accumulated partners' deficit........................ (103,477,119) (135,797,532)
Less capital contribution receivable................. (1,000) (1,000)
------------- -------------
Total partners' deficit...................... (95,828,131) (127,231,065)
------------- -------------
Total liabilities and partners' deficit...... $ 173,188,837 $ 191,846,147
============= =============
</TABLE>
See accompanying notes to combined financial statements.
F-147
<PAGE> 292
HELICON PARTNERS I, L.P. AND AFFILIATES
COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Revenues.................................... $ 42,061,537 $ 59,957,434 $ 75,576,810
------------ ------------ ------------
Operating expenses:
Operating expenses (note 13).............. 11,395,509 17,408,265 22,687,850
General and administrative expenses (notes
6 and 13).............................. 7,244,663 9,762,931 13,365,824
Marketing expenses........................ 1,235,553 2,266,627 3,521,893
Depreciation and amortization............. 12,556,023 19,411,813 24,290,088
Management fee charged by affiliate (note
6)..................................... 2,103,077 2,997,872 3,496,271
Corporate and other expenses.............. 426,672 549,222 602,987
------------ ------------ ------------
Total operating expenses.......... 34,961,497 52,396,730 67,964,913
------------ ------------ ------------
Operating income.......................... 7,100,040 7,560,704 7,611,897
------------ ------------ ------------
Interest expense (note 7)................... (17,418,266) (23,586,227) (27,633,714)
Interest income............................. 563,362 154,037 92,967
------------ ------------ ------------
(16,854,904) (23,432,190) (27,540,747)
------------ ------------ ------------
Loss before extraordinary item............ (9,754,864) (15,871,486) (19,928,850)
------------ ------------ ------------
Extraordinary item -- write-off of deferred
financing costs (note 9).................. -- -- (1,657,320)
------------ ------------ ------------
Net loss.................................. $ (9,754,864) $(15,871,486) $(21,586,170)
============ ============ ============
</TABLE>
See accompanying notes to combined financial statements.
F-148
<PAGE> 293
HELICON PARTNERS I, L.P. AND AFFILIATES
COMBINED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
PARTNERS' DEFICIT
-------------------------
PREFERRED CLASS A CAPITAL
LIMITED GENERAL LIMITED CONTRIBUTION
PARTNERS PARTNER PARTNERS RECEIVABLE TOTAL
---------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995... $ -- $(307,994) $ (67,144,287) $(1,000) $ (67,453,281)
Issuance of preferred limited
partnership interests (note
10).......................... 6,250,000 (62,500) (6,187,500) -- --
Partner capital contributions
(note 10).................... -- 1,500 -- -- 1,500
Distribution of additional
preferred partnership
interests (note 10).......... 558,430 (5,584) (552,846) -- --
Net loss....................... -- (97,549) (9,657,315) -- (9,754,864)
---------- --------- ------------- ------- -------------
Balance at December 31, 1996... 6,808,430 (472,127) (83,541,948) (1,000) (77,206,645)
Distribution of additional
preferred partnership
interests (note 10).......... 841,558 (8,416) (833,142) -- --
Accretion of redeemable
partnership interests (note
10).......................... -- (27,500) (2,722,500) -- (2,750,000)
Net loss....................... -- (158,715) (15,712,771) -- (15,871,486)
---------- --------- ------------- ------- -------------
Balance at December 31, 1997... 7,649,988 (666,758) (102,810,361) (1,000) (95,828,131)
Distribution of additional
preferred partnership
interests (note 10).......... 917,479 (9,175) (908,304) -- --
Accretion of redeemable
partnership interests (note
10).......................... -- (98,168) (9,718,596) -- (9,816,764)
Net loss....................... -- (215,861) (21,370,309) -- (21,586,170)
---------- --------- ------------- ------- -------------
Balance at December 31, 1998... $8,567,467 $(989,962) $(134,807,570) $(1,000) $(127,231,065)
========== ========= ============= ======= =============
</TABLE>
See accompanying notes to combined financial statements.
F-149
<PAGE> 294
HELICON PARTNERS I, L.P. AND AFFILIATES
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (9,754,864) $(15,871,486) $(21,586,170)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Extraordinary item...................................... -- -- 1,657,320
Depreciation and amortization........................... 12,556,023 19,411,813 24,290,088
Gain on sale of equipment............................... (20,375) (1,069) (29,323)
Interest on 12% subordinated notes paid through the
issuance of additional notes.......................... 1,945,667 4,193,819 4,961,241
Interest on other notes payable added to principal...... 168,328 185,160 --
Amortization of debt discount and deferred financing
costs................................................. 2,115,392 849,826 919,439
Change in operating assets and liabilities, net of
acquisitions:
Decrease (increase) in receivables from subscribers... 176,432 (496,146) (79,535)
Increase in prepaid expenses and other assets......... (269,156) (976,491) (1,255,018)
Increase in financing costs incurred.................. (4,525,331) (434,000) (2,200,000)
Increase in accounts payable and accrued expenses..... 2,182,762 2,957,524 681,037
Increase (decrease) in subscriptions received in
advance............................................ 119,277 325,815 (208,803)
Increase (decrease) in accrued interest............... 1,613,630 376,158 (17,904)
------------ ------------ ------------
Total adjustments.................................. 16,062,649 26,392,409 28,718,542
------------ ------------ ------------
Net cash provided by operating activities.......... 6,307,785 10,520,923 7,132,372
------------ ------------ ------------
Cash flows from investing activities:
Purchases of property, plant and equipment................ (8,987,766) (15,824,306) (13,538,978)
Proceeds from sale of equipment........................... 21,947 23,270 118,953
Cash paid for net assets of cable television systems
acquired................................................ (35,829,389) (70,275,153) (26,063,284)
Cash paid for net assets of internet businesses
acquired................................................ (40,000) (993,760) --
Increase in intangible assets and deferred costs.......... (127,673) (308,759) (183,018)
------------ ------------ ------------
Net cash used in investing activities.............. (44,962,881) (87,378,708) (39,666,327)
------------ ------------ ------------
Cash flows from financing activities:
Capital contributions..................................... 1,500 -- --
Decrease in restricted cash............................... -- 1,000,000 --
Proceeds from issuance of 12% subordinated notes and
redeemable partnership interests........................ 34,000,000 -- --
Proceeds from bank loans.................................. 8,900,000 77,285,000 104,000,000
Repayment of bank loans................................... (952,777) (1,505,581) (69,509,719)
Repayment of other notes payable.......................... (527,514) (1,145,989) (1,362,995)
Advances to affiliates.................................... (3,207,996) (3,412,411) (8,856,491)
Repayments of advances to affiliates...................... 3,479,336 2,986,778 9,021,440
------------ ------------ ------------
Net cash provided by financing activities.......... 41,692,549 75,207,797 33,292,235
------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents...................................... 3,037,453 (1,649,988) 758,280
Cash and cash equivalents at beginning of year.............. 2,984,816 6,022,269 4,372,281
------------ ------------ ------------
Cash and cash equivalents at end of year.................... $ 6,022,269 $ 4,372,281 $ 5,130,561
============ ============ ============
Supplemental cash flow information:
Interest paid............................................. $ 11,575,250 $ 17,981,264 $ 21,770,938
============ ============ ============
Other non-cash items:
Acquisition of property, plant and equipment through
issuance of other notes payable....................... $ 1,222,000 $ 917,815 $ 1,025,319
============ ============ ============
Issuance of notes payable in connection with the
acquisition of cable television and internet systems,
net of imputed interest............................... $ 569,500 $ 1,914,479 --
============ ============ ============
</TABLE>
See accompanying notes to combined financial statements.
F-150
<PAGE> 295
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997 AND 1998
1. ORGANIZATION AND NATURE OF BUSINESS
Helicon Partners I, L.P. ("the Partnership") was organized as a limited
partnership on November 30, 1994 under the laws of the State of Delaware. On
April 8, 1996, Baum Investments, Inc. acquired a 1% general partnership interest
in the Partnership through an initial capital contribution of $1,500 and the
existing limited partners of The Helicon Group, L.P. ("THGLP"), formed in 1993,
exchanged their limited partnership interests in THGLP for all Class A Common
Limited Partnership Interests and Preferred Limited Partnership Interests in the
Partnership. As a result of this exchange, THGLP became 99% owned by the
Partnership. The Partnership now owns all of the limited partnership interests
in THGLP and Baum Investments, Inc. continues to be the general partner of THGLP
and to own a 1% general partnership interest in THGLP. The Partnership also owns
a 99% interest and THGLP a 1% interest in HPI Acquisition Co., LLC ("HPIAC"), a
Delaware limited liability company formed on February 7, 1996. The Partnership
also owned an 89% limited partnership interest and Baum Investments, Inc. a 1%
general partnership interest in Helicon OnLine, L. P. ("HOL"), a Delaware
limited partnership formed May 31, 1997. On June 29, 1998, the net assets of HOL
were transferred to THGLP in settlement of the inter-company loans THGLP had
made to HOL. The Partnership, THGLP, HPIAC and HOL are referred to collectively
herein as the Company.
On March 22, 1999, Helicon Partners I, L. P. (HPI), Baum Investments, Inc.
and all the holders of partnership interests in HPI entered into a purchase
agreement by and among Charter Communications, Inc, Charter Communications, LLC
and Charter Helicon, LLC (collectively the "Charter Entities") providing for the
sale of all such partnership interests and Helicon Corp.'s interest in the
management agreements with THGLP and HPIAC to the Charter Entities. The sale
price is $550 million which amount will be reduced by any outstanding
indebtedness assumed by the Charter Entities.
The Company operates cable television systems located in Pennsylvania, West
Virginia, North Carolina, South Carolina, Louisiana, Vermont, New Hampshire,
Georgia and Tennessee. The Company also offers a broad range of Internet access
service, including dial-up access, dedicated high speed access, both two-way and
asymmetrical ("Hybrid"), high speed cable modem access, World Wide Web design
and hosting services and other value added services such as paging and private
network systems within the Company's cable service and contiguous areas.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) PRINCIPLES OF COMBINATION
The accompanying financial statements include the accounts of the
Partnership, THGLP and 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. ("HCC"), which has nominal assets and no operations since
its incorporation. All intercompany accounts and transactions have been
eliminated in combination.
b) 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.
F-151
<PAGE> 296
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
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%.
c) 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.
d) 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.
e) 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. The Company periodically 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 projected undiscounted cash flows, current market conditions
and changes in the cable television industry that would impact the
recoverability of such assets, among other things.
f) 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 Partnership or its affiliates.
Certain assets have a basis for income tax purposes that differs from the
carrying value for financial reporting purposes, primarily due to differences in
depreciation methods. As a result of these differences, at December 31, 1997 and
1998 the net carrying value of these assets for financial reporting purposes
exceeded the net basis for income tax purposes by approximately $22 million and
$27 million respectively.
g) CASH AND CASH EQUIVALENTS
Cash and cash equivalents, consisting of amounts on deposit in money market
accounts, checking accounts and certificates of deposit, were $4,372,281 and
$5,130,561 at December 31, 1997 and 1998, respectively.
h) USE OF ESTIMATES
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets, liabilities, revenues, expenses and the
disclosure of contingent assets and liabilities to prepare these combined
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
i) INTEREST RATE CAP AGREEMENTS
The cost paid is amortized over the life of the agreements.
F-152
<PAGE> 297
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
j) DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash and Cash Equivalents, Receivables, Accounts Payable and Accrued Expenses
The carrying amounts reported in the consolidated balance sheets for cash
and cash equivalents, current receivables, notes receivable, accounts payable,
and accrued expenses approximate fair values.
Senior Secured Notes and Long-term Debt
For the Senior Secured Notes, fair values are based on quoted market
prices. The fair market value at December 31, 1997 and 1998 was approximately
$123,000,000 and $120,000,000, respectively. For long-term debt, their values
approximate carrying value due to the short-term maturity of the debt and/or
fluctuating interest.
Comprehensive Income
On January 1, 1998, the Company adopted SFAS No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for reporting and
presentation of comprehensive income and its components in a full set of
financial statements. Comprehensive income consists of net income and net
unrealized gains (losses) on securities and is presented in the consolidated
statements of stockholder's equity and comprehensive income. The Statement
requires only additional disclosures in the consolidated financial statements;
it does not affect the Company's financial position or results of operations.
The Company has no items that qualify as comprehensive income.
3. ACQUISITIONS
Cable Acquisitions
On January 31, 1995, THGLP acquired a cable television system, serving
approximately 1,100 (unaudited) subscribers in the Vermont communities of
Bradford, South Royalton and Chelsea. The aggregate purchase price was
approximately $350,000 and was allocated to the net assets acquired which
included property and equipment and intangible assets.
In June and July, 1996, HPIAC completed the acquisitions of all the
operating assets of the cable television systems, serving approximately 26,000
(unaudited) subscribers, in the areas of Jasper and Skyline, Tennessee and
Summerville, Trenton, Menlo, Decatur and Chatsworth, Georgia (collectively
referred to as the Tennessee cluster).
The aggregate purchase price of $36,398,889, including acquisition costs of
$742,837, was allocated to the net assets acquired based on their estimated fair
value. Such allocation is summarized as follows:
<TABLE>
<S> <C>
Land.................................................... $ 25,000
Cable television system................................. 17,876,244
Other property, plant and equipment..................... 185,000
Subscriber lists........................................ 17,474,762
Noncompete agreement.................................... 1,000
Other intangible assets................................. 742,837
Other net operating items............................... 94,046
-----------
Total aggregate purchase price.......................... $36,398,889
===========
</TABLE>
F-153
<PAGE> 298
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
A portion of the purchase price was paid through the issuance of notes to
the sellers of one of the systems totaling $750,000. Such notes were reported
net of imputed interest of $180,500 computed at 9% per annum (see note 11).
On January 16, 1997, HPIAC acquired an adjacent cable television system
serving approximately 2,256 (unaudited) subscribers in the communities of Ten
Mile and Hamilton, Tennessee. The aggregate purchase price was approximately
$2,960,294 and was allocated to the net assets acquired which included property,
equipment and intangible assets, based on their estimated fair value.
On January 31, 1997, THGLP acquired a cable television system, serving
approximately 823 (unaudited) subscribers in the West Virginia counties of Wirt
and Wood. The aggregate purchase price was approximately $1,053,457, and was
allocated to the net assets acquired which included property, equipment and
intangible assets, based on their estimated fair value.
On April 18, 1997, HPIAC acquired a cable television system serving
approximately 839 (unaudited) subscribers in the communities of Charleston and
Calhoun, Tennessee. The aggregate purchase price was approximately $1,055,693
and was allocated to the net assets acquired which included property and
equipment and intangible assets, based on their estimated fair value.
On June 26, 1997, HPIAC acquired the net assets of cable television systems
serving approximately 21,500 (unaudited) subscribers primarily in the North
Carolina communities of Avery County and surrounding areas and in the South
Carolina community of Anderson County. The aggregate purchase price was
approximately $45,258,279, including acquisition costs of $547,235, and was
allocated to the net assets acquired which included property, plant, equipment
and intangible assets, based on their estimated fair value.
On June 26, 1997, THGLP acquired the net assets of a cable television
system serving approximately 11,000 (unaudited) subscribers in the North
Carolina communities of Watauga County, Blowing Rock, Beech Mountain and the
town of Boone. The aggregate purchase price was $19,947,430 and was allocated to
the net assets acquired which included, property, plant, equipment and
intangible assets, based on their estimated fair value.
The aggregate purchase price of the 1997 cable acquisitions was $70,275,153
and was allocated to the net assets acquired based on their estimated fair
market value as follows:
<TABLE>
<S> <C>
Land...................................................... $ 158,500
Cable television system................................... 21,320,900
Vehicles.................................................. 1,473,600
Computer equipment........................................ 240,000
Subscriber lists.......................................... 46,925,173
Organization and other costs.............................. 688,816
Other net operating items................................. (531,836)
-----------
Total aggregate purchase price............................ $70,275,153
===========
</TABLE>
On December 31, 1998, HPIAC acquired the net assets of cable television
systems serving approximately 11,225 (unaudited) subscribers primarily in the
North Carolina community of Roanoke Rapids. The aggregate purchase price was
$26,063,284 including acquisition costs of
F-154
<PAGE> 299
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
$535,875 and was allocated to the net assets acquired, which included, property,
equipment and intangible assets, based on their estimated fair value.
<TABLE>
<S> <C>
Land...................................................... $ 250,000
Cable television system................................... 4,258,000
Other property, plant and equipment....................... 1,103,375
Subscriber lists.......................................... 19,805,000
Organization and other costs.............................. 535,875
Other net operating items................................. 111,034
-----------
Total aggregate purchase price............................ $26,063,284
===========
</TABLE>
Internet Acquisitions
On March 22, 1996, THGLP acquired the net assets of a telephone dial-up
internet access provider ("ISP") serving approximately 350 (unaudited) customers
in and around the area of Uniontown, Pennsylvania. The aggregate purchase price
was approximately $40,000.
On April 1, 1997, the Partnership acquired the net assets of a telephone
dial-up ISP serving approximately 2,500 (unaudited) customers in and around the
area of Uniontown, Pennsylvania. The aggregate purchase price was $757,029.
On May 31, 1997, the Partnership acquired the net assets of a telephone
dial-up ISP serving approximately 1,800 (unaudited) customers in and around the
area of Uniontown, Pennsylvania. The aggregate purchase price was $213,629.
On November 14, 1997, HOL acquired the net assets of a telephone dial-up
ISP serving approximately 1,744 (unaudited) customers in and around the area of
Johnstown, Pennsylvania. The aggregate purchase price was $348,927.
On December 17, 1997, HOL acquired the net assets of a telephone dial-up
ISP serving 1,571 (unaudited) customers in and around the area of Plainfield,
Vermont. The aggregate purchase price was $497,307.
On December 17, 1997, HOL acquired the net assets of a telephone dial-up
ISP serving approximately 2,110 (unaudited) customers in and around the area of
Wells River, Vermont. The aggregate purchase price was $673,170.
The aggregate purchase price of the 1997 ISP acquisitions was $2,490,062
and was allocated to the net assets acquired, based on their estimated fair
value. Such allocation is summarized as follows:
<TABLE>
<S> <C>
Internet service equipment................................. $ 237,064
Customer lists............................................. 1,409,768
Non-compete Agreement...................................... 883,097
Other intangible assets.................................... 35,000
Other net operating items.................................. (74,867)
----------
Total aggregate purchase price............................. $2,490,062
==========
</TABLE>
F-155
<PAGE> 300
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
A portion of the purchase price was paid through the issuance of notes to
the Sellers totaling $1,801,000. Such notes were reported net of imputed
interest of $304,698 computed at 9% per annum (see Note 11).
The operating results relating to the above acquisitions, effective with
their acquisition dates, are included in the accompanying combined financial
statements.
4. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net is summarized as follows at December 31:
<TABLE>
<CAPTION>
ESTIMATED USEFUL
1997 1998 LIFE IN YEARS
------------ ------------ ----------------
<S> <C> <C> <C>
Land........................... $ 121,689 $ 320,689 --
Cable television system........ 124,684,403 140,441,324 5 to 20
Internet service equipment..... 1,281,362 2,483,602 2 to 3
Office furniture and
fixtures..................... 677,672 728,253 5 and 10
Vehicles....................... 3,536,358 4,570,990 3 and 5
Building....................... 805,525 1,585,384 5 and 10
Building and leasehold
Improvements................. 398,843 445,820 1 to 5
Computers...................... 3,232,355 4,159,506 3 to 5
------------ ------------
134,738,207 154,735,568
Less accumulated depreciation.. (54,633,830) (67,997,988)
------------ ------------
$ 80,104,377 $ 86,737,580
============ ============
</TABLE>
5. INTANGIBLE ASSETS AND DEFERRED COSTS
Intangible assets and deferred costs are summarized as follows at December
31:
<TABLE>
<CAPTION>
ESTIMATED USEFUL
1997 1998 LIFE IN YEARS
------------ ------------ ----------------
<S> <C> <C> <C>
Covenants not-to-compete......... $ 14,270,120 $ 14,270,120 5
Franchise agreements............. 19,650,889 19,650,889 9 to 17
Goodwill......................... 1,703,760 1,703,760 20
Subscriber lists................. 82,292,573 102,097,573 6 to 10
Financing costs.................. 9,414,809 9,291,640 8 to 10
Organization and other costs..... 3,631,650 4,306,777 5 to 10
------------ ------------
130,963,801 151,320,760
Less accumulated amortization.... (45,897,136) (56,443,913)
------------ ------------
$ 85,066,665 $ 94,876,847
============ ============
</TABLE>
F-156
<PAGE> 301
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
6. 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.
The Partnership is managed by Helicon Corp., an affiliated management
company. During 1996, 1997 and 1998, the Partnership was charged management fees
of $2,103,077, $2,997,872, and $3,496,271, respectively. In 1997 and 1998,
$2,685,172 and $3,231,362 of the management fees were paid and $312,700 and
$172,476 were deferred, in accordance with the terms of the Partnership's credit
agreements, respectively. Management fees are calculated based on the gross
revenues of the systems. Additionally, during 1996, 1997 and 1998, THGLP was
also charged $980,000, $713,906, and $1,315,315, respectively, for certain costs
incurred by this related party on their behalf.
In May 1997, immediately after the formation of HOL, HPI sold 10% of its
limited partner interest in HOL to certain employees of Helicon Corp. Such
interests were sold at HPI's proportionate carrying value of HOL of $83,631 in
exchange for notes receivable from these individuals. These notes are due upon
the liquidation of HOL or the sale of all or substantially all of its assets.
On June 26, 1998, the notes were cancelled in consideration of the return
by the Helicon employees of their 10% limited partnership interests.
7. DUE TO PRINCIPAL OWNER
Mr. Theodore Baum, directly or indirectly, is the principal owner of 96.17%
of the general and limited partnership interests of the Partnership (the
"Principal Owner"). Due to Principal Owner consists of $5,000,000 at December
31, 1997 and 1998 payable by THGLP. Beginning on November 3, 1993, interest on
the $5,000,000 due to the Principal Owner did not accrue and in accordance with
the provisions of the Senior Secured Notes was not paid for twenty four months.
Interest resumed on November 3, 1995 (see Note 8). The principal may only be
repaid thereafter subject to the passage of certain limiting tests under the
covenants of the Senior Secured Notes. Prior to the issuance of the Senior
Secured Notes, amounts due to Principal Owner bore interest at varying rates per
annum based on the prime rate and were due on demand. Interest expense includes
$521,701 in 1996 and $530,082 in 1997 and $524,880 in 1998 related to this debt.
8. SENIOR SECURED NOTES
On November 3, 1993, 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. The Senior Secured Notes were issued at a substantial
discount from their principal amount and generated net proceeds to the Issuers
of approximately $105,699,000. Interest is payable on a semi-annual basis in
arrears on November 1 and May 1, beginning on May 1, 1994. Until November 1,
1996 the Senior Secured Notes bore interest at the rate of 9% per annum. After
November 1, 1996, the Senior Secured Notes bear interest at the rate of 11% per
annum. The discount on the Senior Secured Notes has been amortized over the term
of the Senior Secured Notes so as to result in an effective interest rate of 11%
per annum.
F-157
<PAGE> 302
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The Senior Secured Notes may be redeemed at the option of the Issuers in
whole or in part at any time on or after November 1, 1997 at the redemption
price of 108% reducing ratably to 100% of the principal amount, in each case
together with accrued interest to the redemption date. The Issuers are required
to redeem $25,000,000 principal amount of the Senior Secured Notes on each of
November 1, 2001 and November 1, 2002. The indenture under which the Senior
Secured Notes were issued contains various restrictive covenants, the more
significant of which are, limitations on distributions to partners, the
incurrence or guarantee of indebtedness, the payment of management fees, other
transactions with officers, directors and affiliates, and the issuance of
certain types of equity interests or distributions relating thereto.
9. LOANS PAYABLE TO BANKS
On July 12, 1996, HPIAC entered into $85,000,000 of senior secured credit
facilities ("Facilities") with a group of banks and The First National Bank of
Chicago, as agent. The Facilities were comprised of a $55,000,000 senior secured
two and one-half year revolving credit facility, converting on December 31, 1998
to a five and one-half year amortizing term loan due June 30, 2004 ("Facility
A"); and, a $30,000,000 senior secured, amortizing, multiple draw nine year term
loan facility due June 30, 2005 ("Facility B"). The Facilities financed certain
permitted acquisitions, transaction expenses and general corporate purposes.
Interest on outstanding borrowings was payable at specified margins over either
LIBOR or the higher of the corporate base rate of The First National Bank of
Chicago or the rates on overnight Federal funds transactions with members of the
Federal Reserve System. The margins varied based on the Company's total leverage
ratio, as defined, at the time of an advance. As of December 31, 1997, the
amounts outstanding were $30,000,000 under Facility B and $35,500,000
outstanding under Facility A. Interest was payable at LIBOR plus 3.50% for
Facility B and LIBOR plus 3.00% for Facility A. In addition, HPIAC paid a
commitment fee of .5% of the unused balance of the Facilities.
On December 15, 1998, the Facilities were repaid in full together with
accrued interest thereon from the proceeds of the new credit agreements (see
below).
In connection with the early retirement of the aforementioned bank debt,
HPIAC wrote off related unamortized deferred financing costs totaling
$1,657,320. Such amount has been classified as an extraordinary item in the
accompanying 1998 combined statement of operations.
In connection with the aforementioned Facilities, HPIAC entered into an
interest rate cap agreement to reduce its exposure to interest rate risk.
Interest rate cap transactions generally involve the exchange of fixed and
floating rate interest payment obligations and provide for a ceiling on interest
to be paid, respectively, without the exchange of the underlying notional
principal amount. These types of transactions involve risk of counterpart
nonperformance under the terms of the contract. At December 31, 1997, HPIAC had
cap agreements with aggregate notional amounts of $42,500,000 expiring through
March 29, 2000. On December 15, 1998, in connection with the early retirement of
the related bank debt, the cap agreements were terminated and HPIAC wrote off
the unamortized costs of these cap agreements.
On December 15, 1998, HPIAC entered into credit agreements with a group of
banks and Paribas, as agent, providing maximum borrowings of $110,000,000 (the
1998 Credit Facilities). The agreements include (i) a senior secured Credit
Agreement consisting of a $35,000,000 A Term Loan, maturing on December 31,
2005, $45,000,000 B Term Loan, maturing on December 31, 2006 and a $10,000,000
Revolving Commitment, maturing on December 31, 2005
F-158
<PAGE> 303
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
and (ii) a Loan Agreement consisting of a $20,000,000 Hybrid Facility, maturing
on December 31, 2007.
As of December 31, 1998, the A Term Loan, B Term Loan and Hybrid Facility
were fully drawn down and there was nothing outstanding under the Revolving
Commitment. The principal cash payments required under the Company's credit
agreements for the fiscal years ended December 31, 1999, 2000, 2001, 2002 and
2003 are estimated to aggregate $0, $812,500, $3,950,000, $5,700,000 and
$7,450,000, respectively.
Interest is payable at LIBOR plus an applicable margin, which is based on a
ratio of loans outstanding to annualized EBITDAM, as defined in the agreement
and can not exceed 3.00% for A Term Loan and Revolving Commitments, 3.25% for B
Term Loan and 4.50% for the Hybrid Facility. In addition, the Company pays a
commitment fee of .50% of the unused balance of the Revolving Commitment.
The 1998 Credit Facilities are secured by a first perfected security
interest in all of the assets of HPIAC and a pledge of all equity interests of
HPIAC. The credit agreement contains various restrictive covenants that include
the achievement of certain financial ratios relating to interest, fixed charges,
leverage, limitations on capital expenditures, incurrence or guarantee of
indebtedness, other transactions with affiliates and distributions to members.
In addition, management fees in the aggregate cannot exceed 5% of gross revenues
of HPIAC.
On June 26, 1997, THGLP entered into a $20,000,000 senior secured credit
facility with Banque Paribas, as Agent (the 1997 Credit Facility). On January 5,
1999, the 1997 Credit Facility was restated and amended. The facility is
non-amortizing and is due November 1, 2000. Borrowings under the facility
financed the acquisition of certain cable television assets in North Carolina
(see note 3). Interest on the $20,000,000 outstanding is payable at specified
margins over either LIBOR or the rate of interest publicly announced in New York
City by The Chase Manhattan Bank from time to time as its prime commercial
lending rate. The margins vary based on the THGLP's total leverage ratio, as
defined, at the time of an advance. Currently interest is payable at LIBOR plus
2.75%.
The 1997 Credit Facility is secured by a first perfected security interest
in all of the assets of the Partnership and a pledge of all equity interests of
the THGLP. The credit agreement contains various restrictive covenants that
include the achievement of certain financial ratios relating to interest, fixed
charges, leverage, limitations on capital expenditures, incurrence or guarantee
of indebtedness, transactions with affiliates, distributions to members and
management fees which accrue at 5% of gross revenues.
Also included in loans payable to banks is a mortgage note of $266,922
payable to a bank that is secured by THGLP's office building in Vermont. The
interest is payable at Prime plus 1% and the mortgage note is due March 1, 2012.
Principal payments on the mortgage note are summarized as follows at
December 31, 1998:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 AMOUNT
- ----------------------- --------
<S> <C>
1999........................................................ $ 10,581
2000........................................................ 11,631
2001........................................................ 12,786
2002........................................................ 14,055
2003 and thereafter......................................... 217,869
--------
$266,922
========
</TABLE>
F-159
<PAGE> 304
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
10. SUBORDINATED NOTES AND REDEEMABLE PARTNERSHIP INTERESTS
In April 1996 the Partnership sold to unrelated investors, $34,000,000
aggregate principal amount of its 12% Subordinated Notes (the "Subordinated
Notes") and warrants to purchase 2,419.1 units (the "Units") of Class B Common
Limited Partnership Interests representing in the aggregate 24.191% of the
outstanding limited partner interests of the Partnership on a fully diluted
basis (the "Warrants"). Of the $34,000,000 of gross proceeds, $3,687,142 was
determined to be the value of the Warrants, and $30,312,858 was allocated to the
Subordinated Notes. The discount on the Subordinated Notes is being amortized
over the term of these Notes.
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 October 1996, April 1997, October
1997, April 1998 and October 1998, the Partnership elected to satisfy interest
due through the issuance of $1,945,667, $2,156,740, $2,037,079, $2,408,370 and
$2,552,871, respectively, additional Subordinated Notes. After September 2001, a
holder or holders of no less than 33 1/3% of the aggregate principal amount of
the Subordinated Notes can require the Partnership to repurchase their
Subordinated Notes at a price equal to the principal amount thereof plus accrued
interest. The Partnership has an option to redeem the Subordinated Notes at 102%
of the aggregate principal amount after the fifth anniversary of their issuance,
at 101% of the aggregate principal amount after the sixth anniversary of
issuance and at 100% of the aggregate principal amount after the seventh
anniversary of issuance.
Holders of the Warrants have the right to acquire the Units at any time for
a price of $1,500 per Unit. After September 2001, a holder or holders of at
least 33 1/3% of the Warrants can require the Partnership to either purchase
their Warrants at their interest in the Net Equity Value of the Partnership or
seek a purchaser for all of the assets or equity interests of the Partnership.
Net Equity Value pursuant to the terms of the underlying agreements is the
estimated amount of cash that would be available for distribution to the
Partnership interests upon a sale of all of the assets of the Partnership and
its subsequent dissolution and liquidation. The Net Equity Value is the amount
agreed to by the Partnership and 66 2/3% of the holders of the Subordinated
Notes and Warrants or, absent such agreement, determined through a specified
appraisal process.
The Partnership estimated the Net Equity Value of the Warrants to be
approximately $43,250,000 at December 31, 1998 and $16,750,000 at December 31,
1997. Such estimate as of December 31, 1998 reflects the amount that the holders
of the warrants have agreed to accept for their interests assuming the proposed
sale of all of the interests of the partnership is consummated (see note 14).
The increase in the estimated 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 and September 2001. Such accretion is being reflected in the
accompanying financial statements as an increase in the carrying value of the
Warrants and a corresponding reduction in the carrying value of the capital
accounts of the General and Class A Limited Partners.
The agreements underlying the Subordinated Notes and the Warrants contain
various restrictive covenants that include limitations on incurrence or
guarantee of indebtedness, transactions with affiliates, and distributions to
partners. In addition, management fees in the aggregate cannot exceed 5% of
gross revenues of the Partnership.
F-160
<PAGE> 305
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
11. OTHER NOTES PAYABLE
Other Notes payable consists of the following at December 31:
<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
Promissory note in consideration for acquisition of a cable
television system, accruing interest at 10% per annum on
principal and accrued interest which is added to principal
on certain specified dates; interest becomes payable on
January 1, 1998 and the principal is payable in full on
August 20, 2000 $2,036,765 $2,036,765
Non-interest bearing promissory notes issued in connection
with the acquisition of a cable television system.
Principal payments begin on July 16, 1997, in the amount
of $70,000 and four installments in the amount of $170,000
on each July 16 thereafter. Such notes are reported net of
imputed interest of $141,116 and $101,732 in 1997 and
1998, respectively, computed at 9% per annum 538,884 408,268
Non-interest bearing promissory notes issued in connection
with the acquisitions of the internet businesses.
Principal payments are due in January, February, and March
of each year and continue quarterly thereafter through
June, 2001. Such notes are reported net of imputed
interest of $180,727 and $146,441 in the 1997 and 1998,
respectively, computed at 9% per annum 1,398,478 1,021,474
Installment notes, collateralized by vehicles and other
equipment and payable in monthly installments, at interest
rates between 5.5% to 14.25% per annum, through January,
2003 1,772,949 1,982,297
---------- ----------
$5,747,076 $5,448,804
========== ==========
</TABLE>
Principal payments due on the above notes payable are summarized as follows
at December 31, 1998:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 AMOUNT
- ----------------------- ----------
<S> <C>
1999..................................................... $1,337,476
2000..................................................... 3,276,529
2001..................................................... 678,349
2002..................................................... 140,944
2003..................................................... 15,506
----------
$5,448,804
==========
</TABLE>
12. PARTNERS' DEFICIT
During 1993, the Principal Owner contributed a $6,500,000 unsecured,
non-interest bearing personal promissory note due on demand to the general
partner of THGLP. Additionally, the
F-161
<PAGE> 306
HELICON PARTNERS I, L.P. AND AFFILIATES
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Principal Owner contributed to THGLP an unsecured, non-interest bearing personal
promissory note in the aggregate principal amount of $24,000,000 (together with
the $6,500,000 note, the "Baum Notes"). The Baum Notes have been issued for the
purpose of THGLP's credit enhancement. Although the Baum Notes are
unconditional, they do not become payable except (i) in increasing amounts
presently up to $19,500,000 and in installments thereafter to a maximum of
$30,500,000 on December 16, 1996 and (ii) at such time after such dates as
THGLP's creditors shall have exhausted all claims against THGLP's assets.
13. COMMITMENTS
The Partnership and affiliates leases telephone and utility poles on an
annual basis. The leases are self renewing. Pole rental expense for the years
ended December 31, 1996, 1997 and 1998 was $609,075, $873,264 and $982,306,
respectively.
In connection with certain lease and franchise agreements, the Partnership,
from time to time, issues security bonds.
The Partnership and affiliates utilizes certain office space under
operating lease agreements which expire at various dates through August 2013 and
contain renewal options. At December 31, 1998 the future minimum rental
commitments under such leases were as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31
- -----------------------
<S> <C>
1999..................................................... $ 166,825
2000..................................................... 142,136
2001..................................................... 141,727
2002..................................................... 147,912
2003..................................................... 151,412
Thereafter............................................... 1,418,017
----------
$2,168,029
==========
</TABLE>
Office rent expense was $102,801 in 1996, $203,506 in 1997 and $254,955 in
1998.
14. SUBSEQUENT EVENTS
On March 22, 1999, Helicon Partners I, L. P. (HPI), Baum Investments, Inc.
and all the holders of partnership interests in HPI entered into a purchase
agreement by and among Charter Communications, Inc, Charter Communications, LLC
and Charter Helicon, LLC (collectively the "Charter Entities") providing for the
sale of all such partnership interests and Helicon Corp.'s interest in the
management agreements with THGLP and HPIAC to the Charter Entities. The sale
price is $550 million which amount will be reduced by any outstanding
indebtedness assumed by the Charter Entities.
F-162
<PAGE> 307
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 December 31, 1998 and 1997, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles. 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 generally accepted auditing standards 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
April 20, 1999
F-163
<PAGE> 308
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Accounts receivable, net of allowance for doubtful accounts
of $899 and $680, respectively............................ $ 14,425 $ 13,017
Receivables from affiliates................................. 5,623 1,719
Prepaid expenses............................................ 423 626
Other current assets........................................ 350 245
-------- --------
Total current assets.............................. 20,821 15,607
Intangible assets, net...................................... 255,356 283,562
Property and equipment, net................................. 218,465 179,681
Deferred income taxes....................................... 12,598 14,221
Other non-current assets.................................... 2,804 1,140
-------- --------
Total assets...................................... $510,044 $494,211
======== ========
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities.................... $ 19,230 $ 20,934
Deferred revenue............................................ 11,104 8,938
Payables to affiliates...................................... 3,158 2,785
Income taxes payable........................................ 285
-------- --------
Total current liabilities......................... 33,492 32,942
Note payable to InterMedia Partners IV, L.P................. 396,579 387,213
Deferred channel launch revenue............................. 4,045 2,104
-------- --------
Total liabilities................................. 434,116 422,259
-------- --------
Commitments and contingencies...............................
Mandatorily redeemable preferred shares..................... 14,184 13,239
Equity...................................................... 61,744 58,713
-------- --------
Total liabilities and equity...................... $510,044 $494,211
======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-164
<PAGE> 309
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>
FOR THE YEAR ENDED
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
REVENUES
Basic and cable services.................................... $125,920 $112,592
Pay services................................................ 23,975 24,467
Other services.............................................. 26,167 25,519
-------- --------
176,062 162,578
COSTS AND EXPENSES
Program fees................................................ 39,386 33,936
Other direct expenses....................................... 16,580 16,500
Selling, general and administrative expenses................ 30,787 29,181
Management and consulting fees.............................. 3,147 2,870
Depreciation and amortization............................... 85,982 81,303
-------- --------
175,882 163,790
-------- --------
Profit/(loss) from operations............................... 180 (1,212)
-------- --------
OTHER INCOME (EXPENSE)
Interest expense............................................ (25,449) (28,458)
Gain on sale/exchange of cable systems...................... 26,218 10,006
Interest and other income................................... 341 429
Other expense............................................... (3,188) (1,431)
-------- --------
(2,078) (19,454)
Loss before income tax benefit (expense).................... (1,898) (20,666)
Income tax benefit (expense)................................ (1,623) 4,026
-------- --------
NET LOSS.................................................... $ (3,521) $(16,640)
======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-165
<PAGE> 310
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 December 31, 1996................................ $ 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
========
</TABLE>
See accompanying notes to combined financial statements.
F-166
<PAGE> 311
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>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $ (3,521) $(16,640)
Adjustments to reconcile net loss to cash flows from
operating activities:
Depreciation and amortization.......................... 85,982 81,303
Loss and disposal of fixed assets...................... 3,177 504
Gain on sale/exchange of cable systems................. (26,218) (10,006)
Changes in assets and liabilities:
Accounts receivable.................................. (1,395) (2,846)
Receivables from affiliates.......................... (3,904) (639)
Prepaid expenses..................................... 203 (251)
Other current assets................................. (106) (10)
Deferred income taxes................................ 1,623 (4,311)
Other non-current assets............................. (517) (58)
Accounts payable and accrued liabilities............. (2,073) 4,436
Deferred revenue..................................... 1,208 1,399
Payables to affiliates............................... 373 469
Accrued interest..................................... 25,449 28,458
Deferred channel launch revenue...................... 2,895 2,817
-------- --------
Cash flows from operating activities.............. 83,176 84,625
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment.................... (72,673) (87,253)
Sale/exchange of cable systems......................... (398) 11,157
Intangible assets...................................... (372) (506)
-------- --------
Cash flows from investing activities.............. (73,443) (76,602)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net contributions from parent.......................... 6,350 6,489
Net repayment of borrowings............................ (16,083) (14,512)
-------- --------
Cash flows from financing activities.............. (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-167
<PAGE> 312
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").
Specifically, ICP-IV and its affiliates have agreed to sell certain of
their cable television systems in Tennessee and Gainsville, Georgia through a
combination of asset sales and the sale of its equity interests in RMG, and to
exchange 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 will exchange 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 Charter Transactions are expected to close during the third or fourth
quarter of 1999. 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 December 31, 1998 and 1997 and
the results of their operations and their cash flows for the years then ended.
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 1997 and 1998. 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
F-168
<PAGE> 313
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)
InterMedia Management, Inc. ("IMI"), respectively. Prior to January 1, 1998,
InterMedia Capital Management IV, L.P. ("ICM-IV") provided such management and
consulting services to ICP-IV. ICM and ICM-IV are limited partners of IP-I and
ICP-IV, respectively. 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.
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 generated from operations,
investing activities and financing activities have been included in the Systems'
net contribution 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 is
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.
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 recover-
F-169
<PAGE> 314
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)
ability 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.
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 eighteen 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.
F-170
<PAGE> 315
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)
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.
NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income (FAS
130), which establishes standards for reporting and disclosure of comprehensive
income and its components. FAS 130 is effective for fiscal years beginning after
December 15, 1997 and requires reclassification of financial statements for
earlier periods to be provided for comparative purposes. The Systems' total
comprehensive loss for all periods presented herein did not differ from those
amounts reported as net loss in the combined statement of operations.
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.
F-171
<PAGE> 316
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 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>
DECEMBER 31,
--------------------
1998 1997
--------- --------
<S> <C> <C>
Franchise rights............................................ $ 332,157 $302,308
Goodwill.................................................... 58,505 58,772
Other....................................................... 345 6,392
--------- --------
391,007 367,472
Accumulated amortization.................................... (135,651) (83,910)
--------- --------
$ 255,356 $283,562
========= ========
</TABLE>
5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Land........................................................ $ 1,068 $ 1,898
Cable television plant...................................... 231,937 138,117
Building and improvements................................... 5,063 4,657
Furniture and fixtures...................................... 3,170 2,009
Equipment and other......................................... 25,396 21,808
Construction-in-progress.................................... 18,065 49,791
-------- --------
284,699 218,280
Accumulated depreciation.................................... (66,234) (38,599)
-------- --------
$218,465 $179,681
======== ========
</TABLE>
F-172
<PAGE> 317
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)
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1998 1997
------- -------
<S> <C> <C>
Accounts payable............................................ $ 1,780 $ 2,996
Accrued program costs....................................... 1,897 1,577
Accrued franchise fees...................................... 4,676 4,167
Accrued copyright fees...................................... 406 762
Accrued capital expenditures................................ 5,215 5,179
Accrued payroll costs....................................... 1,784 1,789
Accrued property and other taxes............................ 862 1,851
Other accrued liabilities................................... 2,610 2,613
------- -------
$19,230 $20,934
======= =======
</TABLE>
7. NOTE PAYABLE TO INTERMEDIA PARTNERS IV, L.P.
RMG's note payable to IP-IV consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Intercompany revolving credit facility, $1,200,000
commitment as of December 31, 1998, interest
currently at 6.86% payable on maturity, matures
December 31, 2006........................................ $396,579 $387,213
======== ========
</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 agreement ("IP-IV Term Loan", together with the IP-IV
Revolving Credit Facility, the "IP-IV Bank Facility") dated July 30, 1996.
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 6.84% to 7.92% during 1998.
Charter has an obligation to assume and repay RMG's intercompany revolving
credit facility pursuant to the Charter Transactions.
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. Effective October 20, 1997, pursuant to an amendment
to the IP-IV Bank Facility, interest rates on
F-173
<PAGE> 318
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)
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 vary on borrowings under the IP-IV Revolving Credit Facility 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. Prior to the amendment, interest rates on borrowings under
the IP-IV Term Loan were at LIBOR plus 2.375% or ABR plus 1.125%; and, interest
rates on borrowings under the IP-IV Revolving Credit Facility varied from LIBOR
plus 0.75% to LIBOR plus 1.75% or ABR to ABR plus 0.50% 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 December 31, 1998 and
1997, 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. Under the Agreements, upon consummation of the Charter Transactions,
Charter has an obligation to redeem 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. Prior to
January 1, 1998, ICM-IV provided such management services to ICP-IV.
InterMedia's management fees for the years ended December 31, 1998 and 1997
amounted to $5,410, and $6,395, respectively, of which $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. During 1998 and 1997, IMI administrative fees charged to the Systems
totaled $3,657 and $4,153, respectively. Receivable from affiliates at December
31, 1998 and 1997 includes $52 and $1,080, respectively, of advances to IMI, net
of administrative fees charged by IMI and operating expenses paid by IMI on
behalf of the Systems.
IP-I is majority-owned, and ICP-IV is owned in part, by
Tele-Communications, Inc. ("TCI"). As affiliates of TCI, IP-I and ICP-IV are
able to purchase programming services from a subsidiary of TCI. 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
F-174
<PAGE> 319
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)
continue to be available in the future should TCI's ownership interest in
InterMedia significantly decrease. Program fees charged by the TCI subsidiary to
the Systems for the years ended December 31, 1998 and 1997 amounted to $30,884
and $26,815, respectively. Payable to affiliates includes programming fees
payable to the TCI subsidiary of $2,918 and $2,335 at December 31, 1998 and
1997, respectively.
On January 1, 1998 an affiliate of TCI entered into agreements with
InterMedia to manage the Systems' advertising business and related services for
an annual fixed fee per advertising sales subscriber as defined by the
agreements. In addition to the annual fixed fee TCI 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 TCI
subsidiary for the year ended December 31, 1998 amount to $292. Receivable from
affiliates at December 31, 1998 includes $3,437 of receivable from TCI 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 of inventories
used in construction of cable plant at cost. Receivable from affiliates at
December 31, 1998 and 1997 includes $2,134 and $639, respectively, of
receivables from affiliated systems. Payable to affiliates at December 31, 1998
and 1997 includes $208 and $181, 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 1998, 1997 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-175
<PAGE> 320
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 eighteen 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.
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. 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.
Under existing Tennessee laws and regulations, the Systems pay an Amusement
Tax in the form of a sales tax on programming service revenues generated in
Tennessee in excess of charges for the basic and expanded basic levels of
service. Under the existing statute, only the service charges or fees in excess
of the charges for the "basic cable" television service package are exempt from
the Amusement Tax. Related regulations clarify the definition of basic cable to
include two tiers of service, which InterMedia's management and other operators
in Tennessee have interpreted to mean both the basic and expanded basic level of
services.
The Tennessee Department of Revenue ("TDOR") has proposed legislation which
would replace the Amusement Tax under the existing statute with a new sales tax
on all cable service revenues in excess of twelve dollars per month. The new tax
would be computed at a rate approximately equal to the existing effective tax
rate.
Unless InterMedia and other cable operators in Tennessee support the
proposed legislation, the TDOR has suggested that it would assess additional
taxes on prior years' expanded basic service revenues. The TDOR can issue an
assessment for prior periods up to three years. Management estimates that the
amount of such an assessment for the Systems, if made for all
F-176
<PAGE> 321
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)
periods not previously audited, would be approximately $5.4 million.
InterMedia's management believes that it is possible but not likely that the
TDOR can make such an assessment and prevail in defending it.
InterMedia's management believes it has made a valid interpretation of the
current Tennessee statute and regulations and that it has properly determined
and paid all sales taxes due. InterMedia further believes that the legislative
history of the current statute and related regulations, as well as the TDOR's
history of not making assessments based on audits of prior periods, support
InterMedia's interpretation. InterMedia and other cable operators in Tennessee
are aggressively defending their past practices on calculation and payment of
the Amusement Tax and are discussing with the TDOR modifications to their
proposed legislation which would clarify the statute and would minimize the
impact of such legislation on the Systems' results of operations.
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.
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 December 31, 1998 for the next five years and thereafter
under non-cancelable operating leases related to the Systems are as follows:
<TABLE>
<S> <C>
1999........................................................ $155
2000........................................................ 144
2001........................................................ 136
2002........................................................ 35
2003........................................................ 7
----
$477
====
</TABLE>
Rent expense, including pole rental agreements, for the years ended
December 31, 1998 and 1997 was $2,817 and $2,828, respectively.
12. INCOME TAXES
Income tax (expense) benefit consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
------- ------
<S> <C> <C>
Current federal............................................. $ -- $ (285)
Deferred federal............................................ (1,454) 3,813
Deferred state.............................................. (169) 498
------- ------
$(1,623) $4,026
======= ======
</TABLE>
F-177
<PAGE> 322
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)
Deferred income taxes relate to temporary differences as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
-------- ---------
<S> <C> <C>
Property and equipment.................................... $ (7,258) $ (6,786)
Intangible assets......................................... (12,930) (8,336)
-------- ---------
(20,188) (15,122)
Loss carryforward - federal............................... 31,547 29,058
Loss carryforward - state................................. 297 --
Other..................................................... 942 285
-------- ---------
$ 12,598 $ 14,221
======== =========
</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
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 computed at the statutory federal rate
and the tax (expense) benefit reported in the accompanying combined statements
of operations is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
------- --------
<S> <C> <C>
Tax benefit at federal statutory rate....................... $ 626 $ 4,454
State taxes, net of federal benefit......................... 73 498
Goodwill amortization....................................... (2,309) (2,056)
Realization of acquired tax benefit......................... -- 346
Other....................................................... (13) 784
------- --------
$(1,623) $ 4,026
======= ========
</TABLE>
13. CHANNEL LAUNCH REVENUE
During the years ended December 31, 1998 and 1997, the Systems were
credited $2,646 and $5,072, respectively, representing their share of payments
received by IP-I and ICP-IV from certain programmers to launch and promote their
new channels. Also, during 1998 the Systems recorded a receivable from a
programmer, of which $1,791 remains outstanding at December 31, 1998, for the
launch and promotion of its new channel. Of the total amount credited the
Systems recognized advertising revenue of $586 and $1,182 during the year ended
December 31, 1998
F-178
<PAGE> 323
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)
and 1997, respectively, for advertisements provided by the Systems to promote
the new channels. The remaining payments and receivable credited from the
programmers are being amortized over the respective terms of the program
agreements which range between five and ten years. For the years ended December
31, 1998 and 1997, the Systems amortized and recorded as other service revenue
$956 and $894 respectively.
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>
<CAPTION>
<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 years ended
December 31, 1998 and 1997 amounted to $945 and $882, respectively.
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-179
<PAGE> 324
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 partners' equity (deficit) and of cash flows present fairly, in
all material respects, the financial position of Rifkin Cable Income Partners
L.P. (the "Partnership") at December 31, 1997 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
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 audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards 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
Denver, Colorado
March 19, 1999
F-180
<PAGE> 325
RIFKIN CABLE INCOME PARTNERS L. P.
BALANCE SHEET
<TABLE>
<CAPTION>
12/31/97 12/31/98
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents.................................. $ 381,378 $ 65,699
Customer accounts receivable, net of allowance for doubtful
accounts of $12,455 in 1997 and $18,278 in 1998.......... 49,585 51,523
Other receivables.......................................... 123,828 133,278
Prepaid expenses and deposits.............................. 81,114 70,675
Property, plant and equipment, at cost:
Cable television transmission and distribution systems
and related equipment................................. 8,536,060 8,758,525
Land, buildings, vehicles and furniture and fixtures..... 618,671 623,281
----------- -----------
9,154,731 9,381,806
Less accumulated depreciation............................ (3,847,679) (4,354,685)
----------- -----------
Net property, plant and equipment..................... 5,307,052 5,027,121
Franchise costs and other intangible assets, net of
accumulated amortization of $1,819,324 in 1997 and
$2,033,405 in 1998....................................... 2,005,342 1,772,345
----------- -----------
Total assets..................................... $ 7,948,299 $ 7,120,641
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities................... $ 365,392 $ 396,605
Customer deposits and prepayments.......................... 177,307 126,212
Interest payable........................................... 58,093 --
Long-term debt............................................. 4,914,000 --
Interpartnership debt...................................... -- 2,865,426
----------- -----------
Total liabilities................................ 5,514,792 3,388,243
Commitments and contingencies (Notes 4 and 8)
Partners' equity:
General partner.......................................... 263,171 822,837
Limited partners......................................... 2,170,336 2,909,561
----------- -----------
Total partner's equity........................... 2,433,507 3,732,398
----------- -----------
Total liabilities and partners' equity........... $ 7,948,299 $ 7,120,641
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-181
<PAGE> 326
RIFKIN CABLE INCOME PARTNERS L.P.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------
12/31/96 12/31/97 12/31/98
---------- ---------- ----------
<S> <C> <C> <C>
REVENUE:
Service............................................ $4,104,841 $4,491,983 $4,790,052
Installation and other............................. 206,044 239,402 345,484
---------- ---------- ----------
Total revenue............................ 4,310,885 4,731,385 5,135,536
COSTS AND EXPENSES:
Operating expense.................................. 643,950 691,700 671,968
Programming expense................................ 787,124 879,939 1,077,540
Selling, general and administrative expense........ 683,571 663,903 622,774
Depreciation....................................... 535,559 602,863 628,515
Amortization....................................... 377,749 332,770 199,854
Management fees.................................... 215,544 236,569 256,777
Loss (gain) on disposal of assets.................. 1,530 2,980 (2,138)
---------- ---------- ----------
Total costs and expenses................. 3,245,027 3,410,724 3,455,290
---------- ---------- ----------
Operating income................................... 1,065,858 1,320,661 1,680,246
Interest expense................................... 533,294 448,530 362,439
---------- ---------- ----------
Net income before extraordinary item............... 532,564 872,131 1,317,807
Extraordinary item -- Loss on early retirement of
debt (Note 1).................................... -- -- 18,916
---------- ---------- ----------
Net income......................................... $ 532,564 $ 872,131 $1,298,891
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-182
<PAGE> 327
RIFKIN CABLE INCOME PARTNERS L.P.
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
--------- ---------- ----------
<S> <C> <C> <C>
Partners' equity (deficit), December 31, 1995... $(299,131) $1,427,630 $1,128,499
Net income...................................... 229,471 303,093 532,564
Equity distribution............................. (42,953) (56,734) (99,687)
--------- ---------- ----------
Partners' equity (deficit), December 31, 1996... (112,613) 1,673,989 1,561,376
Net income...................................... 375,784 496,347 872,131
--------- ---------- ----------
Partners' equity, December 31, 1997............. 263,171 2,170,336 2,433,507
Net income...................................... 559,666 739,225 1,298,891
--------- ---------- ----------
Partners' equity December 31, 1998.............. $ 822,837 $2,909,561 $3,732,398
========= ========== ==========
</TABLE>
The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.
The accompanying notes are an integral part of the financial statements.
F-183
<PAGE> 328
RIFKIN CABLE INCOME PARTNERS L.P.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED
--------------------------------------
12/31/96 12/31/97 12/31/98
----------- ---------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................... $ 532,564 $ 872,131 $ 1,298,891
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............. 913,308 935,633 828,369
Amortization of deferred loan cost........ 18,970 18,970 14,228
Loss on early retirement of debt.......... -- -- 18,916
Loss (gain) on disposal of fixed assets... 1,530 2,980 (2,138)
Decrease (increase) in customer accounts
receivables............................. 521 (5,729) (1,938)
Increase in other receivables............. (45,274) (56,059) (9,450)
Decrease in prepaid expense and other..... 40,737 13,230 10,439
Increase (decrease) in accounts payable
and accrued liabilities................. (207,035) 61,625 31,213
Increase (decrease) in customer deposits
and prepayment.......................... 673 (63,524) (51,095)
Increase (decrease) in interest payable... 35,638 (3,145) (58,093)
----------- ---------- -----------
Net cash provided by operating
activities........................... 1,291,632 1,776,112 2,079,342
----------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment... (824,359) (679,394) (415,534)
Additions to other intangible assets, net of
refranchises.............................. -- (112) --
Net proceeds from the sale of assets......... 18,255 57,113 69,087
Sales tax related to Florida assets sold in
1994...................................... (14,694) -- --
----------- ---------- -----------
Net cash used in investing activities... (820,798) (622,393) (346,447)
----------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from interpartnership debt.......... -- -- 4,265,426
Payments of long-term debt................... (715,000) (871,000) (4,914,000)
Payments of interpartnership debt............ -- -- (1,400,000)
Partners' capital distributions.............. (99,687) -- --
----------- ---------- -----------
Net cash used in financing activities... (814,687) (871,000) (2,048,574)
----------- ---------- -----------
Net increase (decrease) in cash and cash
equivalents.................................. (343,853) 282,719 (315,679)
Cash and cash equivalents at beginning of
period....................................... 442,512 98,659 381,378
----------- ---------- -----------
Cash and cash equivalents at end of period..... $ 98,659 $ 381,378 $ 65,699
=========== ========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid................................ $ 455,124 $ 431,722 $ 406,304
=========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-184
<PAGE> 329
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 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.
Rifkin Cable Management Partners L.P., an affiliate of Rifkin & Associates, Inc.
(Note 3), is the general partner of the Partnership.
The Partnership Agreement (the "Agreement") establishes the respective
rights, obligations and interests of the partners. The Agreement provides that
net income or loss, certain capital events, and cash distributions (all as
defined in the Agreement) are generally allocated 43% to the general partner and
57% to the limited partners.
ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP
During 1998, Interlink Communications Partners, LLLP ("ICP") agreed to
purchase all of the interests of the Partnership. ICP acquired the limited
partner interests, effective December 31, 1998, and is currently in the process
of obtaining the necessary consents to transfer all of the Partnership's
franchises to ICP. Once obtained, ICP will then purchase the general partner
interest in the Partnership, and the Partnership will, by operation of law, be
consolidated into ICP.
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 periods 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 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>
Buildings................................................. 21-30 years
Cable television transmission and distribution systems and
related equipment....................................... 3-15 years
Vehicles and furniture and fixtures....................... 3-5 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 eight to twenty-five years. The
F-185
<PAGE> 330
RIFKIN CABLE INCOME PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
carrying value of intangibles 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 December 31,
1998.
OTHER INTANGIBLE ASSETS
Loan costs of the Partnership have been deferred and have been amortized to
interest expense utilizing the straight-line method over the term of the related
debt. Use of the straight-line method approximates the results of the
application of the interest method. The net amount remaining at December 31,
1997 was $37,886.
On December 30, 1998, the loan with a financial institution was paid in
full (Note 2). The related deferred loan costs and associated accumulated
amortization were written off and an extraordinary loss of $18,916 was recorded.
CASH AND CASH EQUIVALENTS
All highly liquid debt instruments purchased with an original maturity of
three months or less are considered to be cash equivalents.
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.
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.
NEW ACCOUNTING PRONOUNCEMENT
In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities," which requires the Partnership to expense all start up costs
related to opening a new facility, introduction of anew product or service, or
conducting business with a new class of customer or in a new territory. This
standard is effective for the Partnership's 1999 fiscal year. Management
believes that SOP 98-5 will have no material effect on its financial position or
the results of operations.
RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the 1996 and 1997 financial
statements to conform with the 1998 financial statement presentation.
2. DEBT
The Partnership had a term loan with a financial institution which required
varying quarterly payments. At December 31, 1997, the term loan had a balance of
$4,914,000. At December 30,
F-186
<PAGE> 331
RIFKIN CABLE INCOME PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
1998, the term loan had a balance of $4,216,875; at that date, the total balance
and accrued interest were paid in full.
On that same date, the Partnership obtained a new interpartnership loan
with ICP (Note 1). Borrowing under the interpartnership loan, as well as
interest and principle payments are due at the discretion of the management of
ICP, resulting in no minimum required annual principle payments. The balance of
the interpartnership loan at December 31, 1998 was $2,865,426. The effective
interest rate at December 31, 1998 was 8.5%.
3. MANAGEMENT AGREEMENT
The Partnership has entered into a management agreement with Rifkin and
Associates, Inc. (Rifkin). The management agreement provides that Rifkin 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. Effective September 1, 1998, Rifkin conveyed its CATV
management business to R & A Management, LLC (RML). The result of this
transaction included the conveyance of the Rifkin management agreement (Rifkin
Agreement) to RML (RML Agreement). Expenses incurred pursuant to the Rifkin
Agreement and the RML Agreement are disclosed in total on the Statement of
Operations.
4. COMMITMENTS AND RENTAL EXPENSE
The Partnership leases certain real and personal property under
noncancelable operating leases expiring through the year 2001. Future minimum
lease payments under such noncancelable leases as of December 31, 1998 are:
$30,000 for each year 1999, 2000 and 2001, totaling $90,000.
Total rental expense for the years ended December 31, 1996, 1997 and 1998
was $60,323, $68,593 and $68,776, respectively, including $27,442, $36,822 and
$36,716, respectively, 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 1998
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
years ended December 31, 1996, 1997 and 1998 were $2,693, $3,653 and $2,680,
respectively.
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 and Cash Equivalents, 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-187
<PAGE> 332
RIFKIN CABLE INCOME PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Debt: The carrying value amount approximates the fair value because the
Partnership's interpartnership debt was obtained on December 30, 1998.
7. CABLE REREGULATION
Congress enacted the Cable Television Consumer Protection and Competition
Act of 1992 (the Cable Act) and has amended it at various times since.
The total effects of the present law are, at this time, still unknown.
However, one provision of the present law further redefines a small cable
system, and exempts these systems from rate regulation on the upper tiers of
cable service. The Partnership is awaiting an FCC rulemaking implementing the
present law to determine whether its systems qualify as small cable systems.
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-188
<PAGE> 333
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 (deficit) 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 December
31, 1998 and 1997, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards 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
Denver, Colorado
March 19, 1999
F-189
<PAGE> 334
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
12/31/98 12/31/97
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................ $ 2,324,892 $ 1,902,555
Customer accounts receivable, net of allowance for
doubtful accounts of $444,839 in 1998 and $425,843 in
1997................................................... 1,932,140 1,371,050
Other receivables........................................ 5,637,771 4,615,089
Prepaid expenses and other............................... 2,398,528 1,753,257
Property, plant and equipment at cost:
Cable television transmission and distribution systems
and related equipment............................... 149,376,914 131,806,310
Land, buildings, vehicles and furniture and fixtures... 7,421,960 7,123,429
------------ ------------
156,798,874 138,929,739
Less accumulated depreciation.......................... (35,226,773) (26,591,458)
------------ ------------
Net property, plant and equipment.............. 121,572,101 112,338,281
Franchise costs and other intangible assets, net of
accumulated amortization of $67,857,545 in 1998 and
$53,449,637 in 1997.................................... 183,438,197 180,059,655
------------ ------------
Total assets................................... $317,303,629 $302,039,887
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities................. $ 11,684,594 $ 11,690,894
Customer deposits and prepayments........................ 1,676,900 1,503,449
Interest payable......................................... 7,242,954 7,384,509
Deferred tax liability, net.............................. 7,942,000 12,138,000
Notes payable............................................ 224,575,000 229,500,000
------------ ------------
Total liabilities.............................. 253,121,448 262,216,852
Commitments and contingencies (Notes 8 and 14)
Redeemable partners' interests........................... 10,180,400 7,387,360
Partners' capital (deficit):
General partner........................................ (1,991,018) (1,885,480)
Limited partners....................................... 55,570,041 34,044,912
Preferred equity interest.............................. 422,758 276,243
------------ ------------
Total partners' capital.................................. 54,001,781 32,435,675
------------ ------------
Total liabilities and partners' capital........ $317,303,629 $302,039,887
============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-190
<PAGE> 335
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------
12/31/98 12/31/97 12/31/96
----------- ------------ ------------
<S> <C> <C> <C>
REVENUE:
Service....................................... $82,498,638 $ 78,588,503 $ 66,433,321
Installation and other........................ 7,422,675 5,736,412 4,852,124
----------- ------------ ------------
Total revenue....................... 89,921,313 84,324,915 71,285,445
COSTS AND EXPENSES:
Operating expense............................. 13,305,376 14,147,031 10,362,671
Programming expense........................... 18,020,812 15,678,977 14,109,527
Selling, general and administrative expense... 13,757,090 12,695,176 11,352,870
Depreciation.................................. 15,109,327 14,422,631 11,725,246
Amortization.................................. 22,104,249 24,208,169 23,572,457
Management fees............................... 3,147,246 2,951,372 2,475,381
Loss on disposal of assets.................... 3,436,739 7,834,968 1,357,180
----------- ------------ ------------
Total costs and expenses............ 88,880,839 91,938,324 74,955,332
----------- ------------ ------------
Operating income (loss)....................... 1,040,474 (7,613,409) (3,669,887)
Gain from the sale of assets (Note 4)......... (42,863,060) -- --
Interest expense.............................. 23,662,248 23,765,239 21,607,174
----------- ------------ ------------
Income (loss) before income taxes............. 20,241,286 (31,378,648) (25,277,061)
Income tax benefit............................ (4,177,925) (5,335,000) (3,645,719)
----------- ------------ ------------
Net income (loss)............................. $24,419,211 $(26,043,648) $(21,631,342)
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-191
<PAGE> 336
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------
12/31/98 12/31/97 12/31/96
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 24,419,211 $(26,043,648) $(21,631,342)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................... 37,213,576 38,630,800 35,297,703
Amortization of deferred loan costs..................... 989,760 989,760 970,753
Gain on sale of assets (Note 4)......................... (42,863,060) -- --
Loss on disposal of fixed assets........................ 3,436,739 7,834,968 1,357,180
Deferred tax benefit.................................... (4,196,000) (5,335,000) (3,654,000)
Increase in customer accounts receivables............... (300,823) (186,976) (117,278)
Increase in other receivables........................... (474,599) (1,992,714) (994,681)
(Increase) decrease in prepaid expenses and other....... (684,643) 23,015 (494,252)
Increase in accounts payable and accrued liabilities.... 34,073 1,753,656 3,245,736
Increase (decrease) in customer deposits and
prepayments........................................... (86,648) 231,170 164,824
Increase (decrease) in interest payable................. (141,555) 600,248 6,692,988
------------ ------------ ------------
Net cash provided by operating activities.......... 17,346,031 16,505,279 20,837,631
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of cable systems, net (Note 3)................ (2,212,958) (19,359,755) (71,797,038)
Additions to property, plant and equipment................ (26,354,756) (28,009,253) (16,896,582)
Additions to cable television franchises, net of
retirements............................................. (151,695) 72,162 (1,182,311)
Net proceeds from the sale of cable systems (Note 4)...... 16,533,564 -- --
Net proceeds from the other sales of assets............... 247,216 306,890 197,523
------------ ------------ ------------
Net cash used in investing activities.............. (11,938,629) (46,989,956) (89,678,408)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from isssuance of senior subordinated notes...... -- -- 125,000,000
Proceeds from long-term bank debt......................... 22,500,000 38,000,000 18,000,000
Deferred loan costs....................................... -- -- (6,090,011)
Payments of long-term bank debt........................... (27,425,000) (7,000,000) (82,000,000)
Partners' capital contributions........................... -- -- 15,000,000
Equity distributions to partners.......................... (60,065) -- --
------------ ------------ ------------
Net cash provided by (used in) financing
activities....................................... (4,985,065) 31,000,000 69,909,989
------------ ------------ ------------
Net increase in cash........................................ 422,337 515,323 1,069,212
Cash and cash equivalents at beginning of period............ 1,902,555 1,387,232 318,020
------------ ------------ ------------
Cash and cash equivalents at end of period.................. $ 2,324,892 $ 1,902,555 $ 1,387,232
============ ============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................................. $ 22,737,443 $ 22,098,732 $ 13,866,995
============ ============ ============
Noncash investing activities:
Proceeds from the sale of Michigan assets held in
escrow................................................ $ 500,000 $ -- $ --
============ ============ ============
Trade value related to the trade sale of Tennessee
assets................................................ $ 46,668,000 $ -- $ --
============ ============ ============
Trade value related to trade acquisition of Tennessee
assets................................................ $(46,668,000) $ -- $ --
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-192
<PAGE> 337
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
PREFERRED GENERAL LIMITED
EQUITY INTEREST PARTNER PARTNERS TOTAL
--------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Partners' capital (deficit) at
December 31, 1995............. $ 562,293 $(1,085,311) $ 69,421,043 $ 68,898,025
Partners' capital
contributions................. -- 150,000 14,850,000 15,000,000
Accretion of redeemable
partners' interest............ -- (157,730) (1,104,110) (1,261,840)
Net loss........................ (129,788) (216,313) (21,285,241) (21,631,342)
--------- ----------- ------------ ------------
Partners' capital (deficit) at
December 31, 1996............. 432,505 (1,309,354) 61,881,692 61,004,843
Accretion of redeemable
partners' interest............ -- (315,690) (2,209,830) (2,525,520)
Net loss........................ (156,262) (260,436) (25,626,950) (26,043,648)
--------- ----------- ------------ ------------
Partners' capital (deficit) at
December 31, 1997............. 276,243 (1,885,480) 34,044,912 32,435,675
Accretion of redeemable
partners' interest............ -- (349,130) (2,443,910) (2,793,040)
Net income...................... 146,515 244,192 24,028,504 24,419,211
Partners' equity distribution... -- (600) (59,465) (60,065)
--------- ----------- ------------ ------------
Partners' capital (deficit) at
December 31, 1998............. $ 422,758 $(1,991,018) $ 55,570,041 $ 54,001,781
========= =========== ============ ============
</TABLE>
The Partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.
The accompanying notes are an integral part of the consolidated financial
statements.
F-193
<PAGE> 338
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 Rifkin & Associates, Inc. (Note 7), 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.
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, Ltd. (CEC)
- - Cable Equities of Colorado - Cable Equities, Inc. (CEI)
Management Corp. (CEM) - Rifkin Acquisition Capital Corp. (RACC)
</TABLE>
The financial statements for 1997 and 1996 also included the following
entities:
<TABLE>
<S> <C>
- - Rifkin/Tennessee, Ltd. (RTL) - FNI Management Corp. (FNI)
</TABLE>
Effective January 1, 1998, both the RTL and FNI entities were dissolved and
the assets were transferred to the Partnership.
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 periods 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 periods
shown.
F-194
<PAGE> 339
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets as follows:
<TABLE>
<S> <C>
Buildings................................................. 27-30 years
Cable television transmission and distribution systems and
related equipment....................................... 3-15 years
Vehicles and furniture and fixtures....................... 3-5 years
</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 December 31, 1998.
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 December 31, 1998 and 1997
were $6,176,690 and $7,166,450, respectively.
CASH AND CASH EQUIVALENTS
All highly liquid debt instruments purchased with an original maturity of
three months or less are considered to be cash equivalents.
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 Rifkin &
Associates, Inc. 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
F-195
<PAGE> 340
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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
In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities," which requires the Partnership to expense all start up costs
related to organizing a new business. This new standard also includes one-time
activities related to opening a new facility, introduction of a new product or
service, or conducting business with a new class of customer or in a new
territory. This standard is effective for the Partnership's 1999 fiscal year.
Management believes that SOP 98-5 will have no material effect on its financial
position or the results of operations.
RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the 1997 and 1996 financial
statements to conform with the 1998 financial statement presentation. Such
reclassification had no effect on the net loss as previously stated.
2. SUBSEQUENT EVENT
On February 12, 1999, the Company signed a letter of intent for the
partners to sell all of their partnership interests to Charter Communications
("Charter"). The Company and Charter are expected to sign a purchase agreement
and complete the sale during the third quarter of 1999.
3. ACQUISITION OF CABLE PROPERTIES
1998 ACQUISITIONS
At various times during the second half of 1998, the Company completed
three separate acquisitions of cable operating assets. Two of the acquisitions
serve communities in Gwinnett County, Georgia (the "Georgia Systems"). These
acquisitions were accounted for using the purchase method of accounting.
The third acquisition resulted from a trade of the Company's systems
serving the communities of Paris and Piney Flats, Tennessee for the operating
assets of another cable operator serving primarily the communities of Lewisburg
and Crossville, Tennessee (the "Tennessee Trade"). The trade was for cable
systems that are similar in size and was accounted for based on fair market
value. Fair market value was established at $3,000 per customer relinquished,
which was based on recent sales transactions of similar cable systems. The
transaction included the payment of approximately $719,000, net, of additional
cash (Note 4).
F-196
<PAGE> 341
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The combined purchase price was allocated based on estimated fair values
from an independent appraisal to property, plant and equipment and franchise
cost as follows (dollars in thousands):
<TABLE>
<CAPTION>
GEORGIA TENNESSEE
SYSTEMS TRADE TOTAL
------- --------- -------
<S> <C> <C> <C>
Fair value of assets relinquished (Note 4)............ $ -- $46,668 $46,668
Cash paid............................................. 1,392 719 2,111
Acquisition Costs (appraisal, transfer fees and direct
costs).............................................. 26 76 102
------ ------- -------
Total acquisition cost................................ $1,418 $47,463 $48,881
====== ======= =======
Allocation:
Current assets........................................ $ (2) $ 447 $ 445
Current liabilities................................... (1) (397) (398)
Property, plant and equipment......................... 333 11,811 12,144
Franchise Cost........................................ 1,088 35,602 36,690
------ ------- -------
Total cost allocated.................................. $1,418 $47,463 $48,881
====== ======= =======
</TABLE>
The fair value of assets relinquished from the Tennessee Trade was treated
as a noncash transaction on the Consolidated Statement of Cash Flows. The cash
acquisition costs were funded by proceeds from the Company's reducing revolving
loan with a financial institution.
The following combined pro forma information presents a summary of
consolidated results of operations for the Company as if the Tennessee Trade
acquisitions had occurred at the beginning of 1997, with pro forma adjustments
to show the effect on depreciation and amortization for the acquired assets,
management fees on additional revenues and interest expense on additional debt
(dollars in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------
12/31/98 12/31/97
-------- -----------
(UNAUDITED)
<S> <C> <C>
Total revenues.................................. $89,921 $ 84,325
Net income (loss)............................... 19,447 (29,631)
</TABLE>
The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Tennessee Trade actually been
acquired on January 1, 1997.
1997 ACQUISITIONS
On April 1, 1997, the Company acquired the cable operating assets of two
cable systems serving the Tennessee communities of Shelbyville and Manchester
(the "Manchester Systems"), for an aggregate purchase price of approximately
$19.7 million of which $495,000 was paid as escrow in 1996. The acquisition was
accounted for using the purchase method of accounting, and was funded by
proceeds from the Company's reducing revolving loan with a financial
institution. No pro forma information giving the effect of the acquisitions is
shown due to the results being immaterial.
F-197
<PAGE> 342
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1996 ACQUISITIONS
On March 1, 1996, the Company acquired certain cable operating assets
("Mid-Tennessee Systems") from Mid-Tennessee CATV, L.P., and on April 1, 1996
acquired the cable operating assets ("RCT Systems") from Rifkin Cablevision of
Tennessee, Ltd. Both Mid-Tennessee CATV, L.P. and Rifkin Cablevision of
Tennessee, Ltd. were affiliates of the General Partner. The acquisition costs
were funded by $15 million of additional partner contributions and the remainder
from a portion of the proceeds received from the issuance of $125 million of
11 1/8% Senior Subordinated Notes due 2006 (see Note 6).
The acquisitions were recorded using the purchase method of accounting. The
results of operations of the Mid-Tennessee Systems have been included in the
consolidated financial statements since March 1, 1996, and the results of the
RCT Systems have been included in the consolidated financial statements since
April 1, 1996. The combined purchase price was allocated based on estimated fair
values from an independent appraisal to property, plant and equipment and
franchise cost as follows (dollars in thousands):
<TABLE>
<S> <C>
Cash paid, net of acquired cash............................. $71,582
Acquisition costs (appraisal, transfer fees, and direct
costs).................................................... 215
-------
Total acquisition cost...................................... $71,797
=======
Allocation:
Current assets.............................................. $ 624
Current liabilities......................................... (969)
Property, plant and equipment............................... 24,033
Franchise cost and other intangible assets.................. 48,109
-------
Total cost allocated........................................ $71,797
=======
</TABLE>
The following combined pro forma information presents a summary of
consolidated results of operations for the Company as if the Mid-Tennessee
Systems and the RCT Systems acquisitions had occurred at the beginning of 1996,
with pro forma adjustments to show the effect on depreciation and amortization
for the acquired assets, management fees on additional revenues and interest
expense on additional debt (dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
-----------
12/31/96
-----------
(UNAUDITED)
<S> <C>
Total revenues............................................. $ 74,346
Net loss................................................... (22,558)
</TABLE>
The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Mid-Tennessee Systems and the
RCT Systems actually been acquired on January 1, 1996.
4. SALE OF ASSETS
On February 4, 1998, the Company sold all of its operating assets in the
state of Michigan (the "Michigan Sale") to another cable operator for cash. In
addition, on December 31, 1998,
F-198
<PAGE> 343
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the Company traded certain cable systems in Tennessee (the "Tennessee Trade")
for similar-sized cable systems (Note 3). Both sales resulted in a gain
recognized by the Company as follows (dollars in thousands):
<TABLE>
<CAPTION>
MICHIGAN TENNESSEE
SALE TRADE TOTAL
-------- --------- -------
<S> <C> <C> <C>
Fair value of assets relinquished............. $ -- $46,668 $46,668
Original cash proceeds........................ 16,931 -- 16,931
Adjustments for value of assets and
liabilities assumed......................... 120 (17) 103
------- ------- -------
Net proceeds.................................. 17,051 46,651 63,702
Net book value of assets sold................. 11,061 9,778 20,839
------- ------- -------
Net gain from sale............................ $ 5,990 $36,873 $42,863
======= ======= =======
</TABLE>
The Michigan Sale proceeds amount includes $500,000 that is currently being
held in escrow. This amount and the fair value of assets relinquished, related
to the Tennessee Trade, were both treated as noncash transactions on the
Consolidated Statement of Cash Flows.
The cash proceeds from the Michigan Sale were used by the Company to reduce
its revolving and term loans with a financial institution.
5. 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.
F-199
<PAGE> 344
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following represents a reconciliation of pre-tax losses as reported in
accordance with generally accepted accounting principles and the losses
attributable to the partners and included in their individual income tax
returns:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
12/31/98 12/31/97 12/31/96
------------ ------------ ------------
<S> <C> <C> <C>
Pre-tax income (loss) as reported....... $ 20,241,286 $(31,378,648) $(25,277,061)
(Increase) decrease due to:
Separately taxed book results of
corporate subsidiaries............. 9,397,000 15,512,000 9,716,000
Effect of different depreciation and
amortization methods for tax and
book purposes...................... (1,360,000) (2,973,000) (3,833,000)
Additional tax gain from the sale of
Michigan(Note 4)...................... 2,068,000 -- --
Book gain from trade sale of Tennessee
assets(Note 4)........................ (36,873,000) -- --
Additional tax loss from dissolution of
FNI stock............................. (7,235,000) -- --
Other................................... 81,714 (45,052) (22,539)
------------ ------------ ------------
Tax loss attributed to the partners..... $(13,680,000) $(18,884,700) $(19,416,600)
============ ============ ============
</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 $4,196,000, $5,335,000 and $3,654,000
was recognized for the years ended December 31, 1998, 1997 and 1996,
respectively, reducing the liability to $7,942,000.
Deferred tax assets (liabilities) were comprised of the following at
December 31, 1998 and 1997:
<TABLE>
<CAPTION>
12/31/98 12/31/97
------------ ------------
<S> <C> <C>
Deferred tax assets resulting from loss
carryforwards.......................... $ 11,458,000 $ 9,499,000
Deferred tax liabilities resulting from
depreciation and amortization.......... (19,400,000) (21,637,000)
------------ ------------
Net deferred tax liability............... $ (7,942,000) $(12,138,000)
============ ============
</TABLE>
F-200
<PAGE> 345
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As of December 31, 1998 and 1997, the subsidiaries have net operating loss
carryforwards ("NOLs") for income tax purposes of $30,317,000 and $25,264,000,
respectively, substantially all of which are limited. The NOLs will expire at
various times between the years 2000 and 2013.
In 1998, one of the corporate entities was dissolved. The existing NOL's
were used to offset taxable income down to $87,751, resulting in a current tax
for 1998 of $18,075.
Under the Internal Revenue Code of 1986, as amended (the "Code"), the
subsidiaries generally would be entitled to reduce their future federal income
tax liabilities by carrying the unused NOLs forward for a period of 15 years to
offset their future income taxes. The subsidiaries' ability to utilize any NOLs
in future years may be restricted, however, in the event the subsidiaries
undergo an "ownership change" as defined in Section 382 of the Code. In the
event of an ownership change, the amount of NOLs attributable to the period
prior to the ownership change that may be used to offset taxable income in any
year thereafter generally may not exceed the fair market value of the subsidiary
immediately before the ownership change (subject to certain adjustments)
multiplied by the applicable long-term, tax exempt rate published by the
Internal Revenue Service for the date of the ownership change. Two of the
subsidiaries underwent an ownership change on September 1, 1995 pursuant to
Section 382 of the Code. As such, the NOLs of the subsidiaries are subject to
limitation from that date forward. 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.
The provision for income tax expense (benefit) differs from the amount
which would be computed by applying the statutory federal income tax rate of 35%
to pre-tax income before extraordinary loss as a result of the following:
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------------
12/31/98 12/31/97 12/31/96
------------ ------------ -----------
<S> <C> <C> <C>
Tax expense (benefit) computed at statutory
rate...................................... $ 7,084,450 $(10,982,527) $(8,846,971)
Increase (decrease) due to:
Tax benefit (expense) for non-corporate
loss................................... (10,373,252) 5,900,546 5,446,721
Permanent differences between financial
statement income and taxable income.... (36,200) 84,500 48,270
State income tax.......................... (247,000) (377,500) (252,590)
Tax benefit from dissolved corporation.... (148,925) -- --
Other..................................... (456,998) 39,981 (41,149)
------------ ------------ -----------
Income Tax Benefit........................ $ (4,177,925) $ (5,335,000) $(3,645,719)
============ ============ ===========
</TABLE>
F-201
<PAGE> 346
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. NOTES PAYABLE
Debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
Senior Subordinated Notes................ $125,000,000 $125,000,000
Tranche A Term Loan...................... 21,575,000 25,000,000
Tranche B Term Loan...................... 40,000,000 40,000,000
Reducing Revolving Loan.................. 35,000,000 36,500,000
Senior Subordinated Debt................. 3,000,000 3,000,000
------------ ------------
$224,575,000 $229,500,000
============ ============
</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. In addition, at any time on
or prior to January 15, 1999, the Issuers, at their option, may redeem up to 25%
of the principle amount of the Notes issued to institutional investors of not
less than $25,000,000. At December 31, 1998 and 1997, all of the Notes were
outstanding (see also Note 10).
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 that what it defines as excess proceeds from the sale of a
cable system be used to retire Tranche A term debt. As a result of the Michigan
sale (Note 4), there was $3,425,000 of excess proceeds used to pay principal in
1998. 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 December
31, 1998 and 1997 was 7.59% and 8.24%, respectively.
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. On March 4, 1998, the reducing revolving loan agreement was
amended to revise the scheduled reduction in revolving commitments. The
additional financing amounts available at December 31, 1998 and 1997 were
$45,000,000 and $52,500,000, respectively. At December 31, 1998, the full
$20,000,000 available had been borrowed, and $15,000,000 had been drawn against
the $45,000,000 commitment. At
F-202
<PAGE> 347
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
December 31, 1997, the full $20,000,000 available had been borrowed, and
$16,500,000 had been drawn against the $52,500,000 commitment. The amount
available for borrowing will decrease annually during its term with changes over
the four years following December 31, 1998 as follows: 1999 -- $2,500,000
reduction per quarter, and 2000 through 2002 -- $3,625,000 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
December 31, 1998 and 1997 was 8.08% and 8.29%, respectively. The reducing
revolving loan includes a commitment fee of 1/2% per annum on the unborrowed
balance.
Certain mandatory prepayments may also be required, commencing in fiscal
1997, 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. Based on the 1998
calculation and the Michigan sale, $3,425,000 of prepayments were required.
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 December 31, 1998, 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 December 31, 1998, the minimum
aggregate maturities for the five years following 1998 are none in 1999,
$7,500,000 in 2000, $16,500,000 in 2001, $23,075,000 in 2002 and $29,500,000 in
2003.
7. RELATED PARTY TRANSACTIONS
The Company entered into a management agreement with Rifkin & Associates,
Inc. (Rifkin). The management agreement provides that Rifkin will act as manager
of the Company's CATV systems and be entitled to annual compensation of 3.5% of
the Company's revenue. Effective September 1, 1998, Rifkin conveyed its CATV
management business to R & A Management, LLC (RML). The result of this
transaction included the conveyance of the Rifkin management agreement (Rifkin
Agreement) to RML (RML Agreement). Expenses incurred pursuant to the Rifkin
Agreement and the RML Agreement are disclosed in total on the Consolidated
Statement of Operations.
The Company is associated with a company to purchase certain cable
television programming at a discount. Rifkin acted as the agent and held the
deposit funds required for the Company to participate.
Effective September 1, 1998, Rifkin conveyed this contract and deposit
amount to RML. The deposit amount recorded at December 31, 1998 and 1997 was
$2,139,274 and $1,225,274, respectively. The Company subsequently received
$1,225,274 of the December 31, 1998 balance.
The Company paid approximately $550,000 to a law firm in connection with
the public offering in 1996. A partner of this law firm is a relative of one of
the Company's partners.
F-203
<PAGE> 348
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. 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 December 31, 1998 are: $316,091 in 1999;
$249,179 in 2000; $225,768 in 2001; $222,669 in 2002; and $139,910 in 2003; and
$344,153 thereafter, totaling $1,497,770.
Total rental expense and the amount included therein which pertains to
cancelable pole rental agreements were as follows for the periods indicated:
<TABLE>
<CAPTION>
TOTAL CANCELABLE
RENTAL POLE RENTAL
PERIOD EXPENSE EXPENSE
- ------ ---------- -----------
<S> <C> <C>
Year Ended December 31, 1998................. $1,592,080 $1,109,544
Year Ended December 31, 1997................. $1,577,743 $1,061,722
Year Ended December 31, 1996................. $1,294,084 $ 874,778
</TABLE>
9. COMPENSATION PLANS AND RETIREMENT PLANS
EQUITY INCENTIVE PLAN
In 1996, the Company implemented an Equity Incentive Plan (the "Plan") in
which certain Rifkin & Associates' 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 & Associates 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 years ended December 31, 1998, 1997 and 1996
relating to this plan were $1,119,996, $859,992 and $660,000, respectively.
F-204
<PAGE> 349
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 1998 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 contributions for the years ended December 31, 1998, 1997
and 1996 were $50,335, $72,707 and $42,636, respectively.
10. 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 and Cash Equivalents, 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.
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 $236,137,500 and is carried on the
balance sheet at $224,575,000.
11. CABLE REREGULATION
Congress enacted the Cable Television Consumer Protection and Competition
Act of 1992 (the Cable Act) and has amended it at various times since.
The total effects of the present law are, at this time, still unknown.
However, one provision of the present law further redefines a small cable
system, and exempts these systems from rate regulation on the upper tiers of
cable service. The Partnership is awaiting an FCC rulemaking implementing the
present law to determine whether its systems qualify as small cable systems.
12. SUMMARIZED FINANCIAL INFORMATION
CEM, CEI and CEC (collective, the "Guarantors") are all wholly-owned
subsidiaries of the Company and, together with RACC, constitute all of the
Partnership's direct and indirect subsidiaries. As discussed in Note 1, RTL and
FNI were dissolved on January 1, 1998 and the assets were transferred to the
Company, however, prior thereto, RTL and FNI, as wholly-owned subsidiaries of
the Company, were Guarantors. 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.
F-205
<PAGE> 350
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following tables present summarized financial information of the
Guarantors on a combined basis as of December 31, 1998 and 1997 and for the
years ended December 31, 1998, and 1997 and 1996.
<TABLE>
<CAPTION>
12/31/98 12/31/97
BALANCE SHEET ------------ ------------
<S> <C> <C> <C>
Cash............................ $ 373,543 $ 780,368
Accounts and other receivables,
net........................... 3,125,830 3,012,571
Prepaid expenses................ 791,492 970,154
Property, plant and equipment
net........................... 48,614,536 66,509,120
Franchise costs and other
intangible assets, net........ 56,965,148 103,293,631
Accounts payable and accrued
liabilities................... 22,843,354 18,040,588
Other liabilities............... 980,536 1,122,404
Deferred taxes payable.......... 7,942,000 12,138,000
Notes payable................... 140,050,373 167,200,500
Equity (deficit)................ (61,945,714) (23,935,648)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
12/31/98 12/31/97 12/31/96
STATEMENTS OF OPERATIONS ------------ ------------ ------------
<S> <C> <C> <C>
Total revenue................... $ 29,845,826 $ 47,523,592 $ 42,845,044
Total costs and
expenses........... (31,190,388) (53,049,962) (43,578,178)
Interest expense................ (14,398,939) (17,868,497) (16,238,221)
Income tax benefit.............. 4,177,925 5,335,000 3,645,719
------------ ------------ ------------
Net loss........................ $(11,565,576) $(18,059,867) $(13,325,636)
============ ============ ============
</TABLE>
13. QUARTERLY INFORMATION (UNAUDITED)
The following interim financial information of the Company presents the
1998 and 1997 consolidated results of operations on a quarterly basis (in
thousands):
<TABLE>
<CAPTION>
QUARTERS ENDED 1998
------------------------------------------------
MARCH 31(A) JUNE 30 SEPT. 30 DEC. 31(B)
----------- ------- -------- ----------
<S> <C> <C> <C> <C>
Revenue........................ $22,006 $22,296 $22,335 $23,284
Operating income (loss)........ 295 511 (1,522) 1,756
Net income (loss).............. 1,437 (4,458) (5,907) 33,347
</TABLE>
- -------------------------
(a) First quarter includes a $5,900 gain from the sale of Michigan assets
(Note 4).
(b) Fourth quarter includes a $36,873 gain from the trade sale of certain
Tennessee assets (Note 4).
F-206
<PAGE> 351
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
QUARTERS ENDED 1997
------------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenue............................. $19,337 $21,331 $21,458 $22,199
Operating loss...................... (1,220) (2,818) (2,777) (798)
Net loss............................ (5,998) (6,890) (8,127) (5,029)
</TABLE>
14. 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-207
<PAGE> 352
REPORT OF INDEPENDENT AUDITORS
The Partners
Indiana Cable Associates, Ltd.
We have audited the accompanying balance sheet of Indiana Cable Associates, Ltd.
as of December 31, 1997 and 1998, and the related statements of operations,
partners' deficit and cash flows for the years ended December 31, 1996, 1997 and
1998. 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 audits.
We conducted our audits 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 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 Indiana Cable Associates, Ltd.
at December 31, 1997 and 1998, and the results of its operations and its cash
flows for the years ended December 31, 1996, 1997 and 1998 in conformity with
generally accepted accounting principles.
/s/ Ernst & Young LLP
Denver, Colorado
February 19, 1999
F-208
<PAGE> 353
INDIANA CABLE ASSOCIATES, LTD.
BALANCE SHEET
DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
ASSETS (PLEDGED)
Cash and cash equivalents.................................. $ 82,684 $ 108,619
Customer accounts receivable, less allowance for doubtful
accounts of $18,311 in 1997 and $24,729 in 1998.......... 87,154 85,795
Other receivables.......................................... 257,236 295,023
Prepaid expenses and deposits.............................. 172,614 152,575
Property, plant and equipment, at cost:
Buildings................................................ 78,740 91,682
Transmission and distribution systems and related
equipment............................................. 10,174,650 11,336,892
Office furniture and equipment........................... 144,137 161,327
Spare parts and construction inventory................... 435,554 742,022
----------- -----------
10,833,081 12,331,923
Less accumulated depreciation............................ 7,624,570 8,008,158
----------- -----------
Net property, plant and equipment..................... 3,208,511 4,323,765
Other assets, at cost less accumulated amortization (Note
3)....................................................... 5,817,422 5,083,029
----------- -----------
Total assets..................................... $ 9,625,621 $10,048,806
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Accounts payable and accrued liabilities................. $ 718,716 $ 897,773
Customer prepayments..................................... 50,693 47,458
Interest payable......................................... 32,475 --
Long-term debt (Note 4).................................. 10,650,000 --
Interpartnership debt (Note 4)........................... -- 9,606,630
----------- -----------
Total liabilities................................ 11,451,884 10,551,861
Commitments (Notes 5 and 6)
Partners' deficit:
General partner.......................................... (66,418) (20,106)
Limited partner.......................................... (1,759,845) (482,949)
----------- -----------
Total partners' deficit.................................... (1,826,263) (503,055)
----------- -----------
Total liabilities and partners' deficit.......... $ 9,625,621 $10,048,806
=========== ===========
</TABLE>
See accompanying notes.
F-209
<PAGE> 354
INDIANA CABLE ASSOCIATES, LTD.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------
12/31/96 12/31/97 12/31/98
---------- ---------- ----------
<S> <C> <C> <C>
REVENUE:
Service............................................ $6,272,049 $$6,827,504 $7,165,843
Installation and other............................. 538,158 622,699 773,283
---------- ---------- ----------
Total revenue............................ 6,810,207 7,450,203 7,939,126
COSTS AND EXPENSES:
Operating expense.................................. 989,456 1,142,932 974,617
Programming expense................................ 1,474,067 1,485,943 1,727,089
Selling, general and administrative expense........ 1,112,441 1,142,247 1,128,957
Depreciation....................................... 889,854 602,554 537,884
Amortization....................................... 718,334 718,335 707,539
Management fees.................................... 340,510 372,510 396,956
Loss on disposal of assets......................... 6,266 639 74,714
---------- ---------- ----------
Total costs and expenses................. 5,530,928 5,465,160 5,547,756
---------- ---------- ----------
Operating income................................... 1,279,279 1,985,043 2,391,370
Interest expense................................... 1,361,415 1,292,469 970,160
---------- ---------- ----------
Net income (loss) before extraordinary item........ (82,136) 692,574 1,421,210
Extraordinary item--loss on early retirement of
debt (Note 3 and 4).............................. -- -- 98,002
---------- ---------- ----------
Net income (loss).................................. $ (82,136) $ 692,574 $1,323,208
========== ========== ==========
</TABLE>
See accompanying notes.
F-210
<PAGE> 355
INDIANA CABLE ASSOCIATES, LTD.
STATEMENT OF PARTNERS' DEFICIT
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
-------- ----------- -----------
<S> <C> <C> <C>
Partners' deficit at December 31, 1995......... $(87,783) $(2,348,918) $(2,436,701)
Net loss for the year ended December 31,
1996...................................... (2,875) (79,261) (82,136)
-------- ----------- -----------
Partners' deficit at December 31, 1996......... (90,658) (2,428,179) (2,518,837)
Net income for the year ended December 31,
1997...................................... 24,240 668,334 692,574
-------- ----------- -----------
Partners' deficit at December 31, 1997......... (66,418) (1,759,845) (1,826,263)
Net income for the year ended December 31,
1998...................................... 46,312 1,276,896 1,323,208
-------- ----------- -----------
Partners' deficit at December 31, 1998......... $(20,106) $ (482,949) $ (503,055)
======== =========== ===========
</TABLE>
The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.
See accompanying notes.
F-211
<PAGE> 356
INDIANA CABLE ASSOCIATES, LTD.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------
12/31/96 12/31/97 12/31/98
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................. $ (82,136) $ 692,574 $ 1,323,208
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization.................. 1,608,188 1,320,889 1,245,423
Amortization of deferred loan costs............ 48,764 72,922 23,149
Loss on disposal of assets..................... 6,266 639 74,714
Loss on write-off of deferred loan cost
associated with early retirement of debt..... -- -- 95,832
Decrease (increase) in customer accounts
receivable................................... (13,110) 1,536 1,359
Increase in other receivables.................. (80,843) (108,256) (37,787)
Decrease (increase) in prepaid expenses and
deposits..................................... (53,259) (5,928) 20,039
Increase (decrease) in accounts payable and
accrued liabilities.......................... (190,357) (147,971) 179,057
Increase (decrease) in customer prepayments.... 16,355 (13,190) (3,235)
Decrease in interest payable................... (12,314) (39,471) (32,475)
----------- ----------- ------------
Net cash provided by operating
activities.............................. 1,247,554 1,773,744 2,889,284
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment........ (675,244) (592,685) (1,732,831)
Proceeds from sale of assets...................... 227,025 23,662 4,979
----------- ----------- ------------
Net cash used in investing activities..... (448,219) (569,023) (1,727,852)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt...................... 2,000,000 1,450,000 10,636,421
Proceeds from interpartnership debt............... -- -- 9,606,630
Deferred loan cost................................ (70,000) (29,776) (92,127)
Payments of long-term debt........................ (2,200,000) (3,100,000) (21,286,421)
----------- ----------- ------------
Net cash used in financing activities..... (270,000) (1,679,776) (1,135,497)
----------- ----------- ------------
Net increase (decrease) in cash and cash
equivalents....................................... 529,335 (475,055) 25,935
Cash and cash equivalents at beginning of year...... 28,404 557,739 82,684
----------- ----------- ------------
Cash and cash equivalents at end of year............ $ 557,739 $ 82,684 $ 108,619
=========== =========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid..................................... $ 1,324,965 $ 1,258,078 $ 947,606
=========== =========== ============
</TABLE>
See accompanying notes.
F-212
<PAGE> 357
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS
1. GENERAL INFORMATION
GENERAL INFORMATION:
Indiana Cable Associates, Ltd. (the "Partnership"), a Colorado limited
partnership, was organized in March 1987 for the purpose of acquiring and
operating cable television systems and related operations in Indiana and
Illinois.
For financial reporting purposes, Partnership profits or losses are
allocated 3.5% to the general partners and 96.5% to the limited partners.
Limited partners are not required to fund any losses in excess of their capital
contributions.
ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP:
Interlink Communications Partners, LLLP ("ICP") agreed to purchase all of
the interests of the Partnership. ICP acquired all of the limited partner
interests, effective December 31, 1998, and is currently in the process of
obtaining the necessary consents to transfer all of the Partnership's franchises
to ICP. Once these are obtained, ICP will then purchase the general partner
interest in the Partnership, and the Partnership will, by operation of law, be
consolidated into ICP.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PROPERTY, PLANT AND EQUIPMENT:
The Partnership records additions to property, plant and equipment at cost,
which in the case of assets constructed includes amounts for material, labor,
overhead and capitalized interest, if applicable.
For financial reporting purposes, the Partnership uses the straight-line
method of depreciation over the estimated useful lives of the assets as follows:
<TABLE>
<S> <C>
Buildings and improvements................................. 5-30 years
Transmission and distribution systems and related
equipment................................................ 3-15 years
Office furniture and equipment............................. 5 years
</TABLE>
OTHER ASSETS:
Other assets are carried at cost and are amortized on a straight-line basis
over the following lives:
<TABLE>
<S> <C> <C>
Franchises -- the terms of the franchises
(10-19 1/2 years)
Goodwill -- the term of the Partnership agreement
(12 3/4 years)
Deferred loan costs -- the term of the debt (1-6 years)
Organization costs -- 5 years
</TABLE>
F-213
<PAGE> 358
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
INCOME TAXES:
No provision for the payment or refund of income taxes has been provided
for the Partnership since the partners are responsible for reporting their
distributive share of Partnership net income or loss in their personal
capacities.
CASH AND CASH EQUIVALENTS:
The Partnership considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION:
Customer fees are recorded as revenue in the period the service is
provided.
FAIR VALUE OF FINANCIAL INVESTMENTS:
The carrying values of cash and cash equivalents, customer accounts
receivable, accounts payable and interpartnership debt approximate fair value.
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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
IMPACT OF YEAR 2000 (UNAUDITED):
The Partnership recognizes that certain of its time-sensitive computer
programs and product distribution equipment may be affected by conversion to the
year 2000. During 1998, management began their evaluation of the information
systems, product distribution facilities, and vendor and supplier readiness. To
date, considerable progress has been made to complete the evaluation process, to
integrate and test compliance installations, and to prepare contingency plans.
In addition, third party suppliers are either fully compliant or are expected to
be compliant by December 31, 1999. Management expects to have all systems
compliant, or have a contingency plan in effect that will result in minimal
impact on the operations.
NEW ACCOUNTING PRONOUNCEMENT:
In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities," which requires the Partnerships to expense all start-up costs
related to organizing a new business. This new standard also includes one-time
activities related to opening a new facility, introduction of a new product or
service, or conducting business with a new class of customer or in a new
territory. This standard is effective for the Partnerships' 1999 fiscal year.
Organization costs are all fully amortized resulting in SOP 98-5 having no
material effect on its financial position or the results of operations.
RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION:
Certain reclassifications have been made to the 1996 and 1997 financial
statements to conform with the 1998 financial statement presentation. Such
reclassifications had no effect on the net income or loss as previously stated.
F-214
<PAGE> 359
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
3. OTHER ASSETS
At December 31, 1997 and 1998, other assets consisted of the following:
<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Franchises......................................... $13,144,332 $12,996,580
Goodwill........................................... 378,336 378,336
Deferred loan costs................................ 26,854 --
Organization costs................................. 63,393 63,393
----------- -----------
13,612,915 13,438,309
Less accumulated amortization...................... 7,795,493 8,355,280
----------- -----------
$ 5,817,422 $ 5,083,029
=========== ===========
</TABLE>
On December 31, 1997, the loan agreement with a financial institution was
amended (Note 4). At that time, the original loan's costs, which were fully
amortized, and the accumulated amortization were written off. The bank loan
amendment required the payment of additional loan costs which will be amortized
over the remaining term of the bank loan.
On August 31, 1998, the loan with a financial institution and the
subordinated debt loan with two investor groups were paid in full (Note 4). The
related deferred loan costs and associated accumulated amortization were written
off and $9,263 was recorded as an extraordinary loss. On December 30, 1998, the
new loan agreement with a financial institution was paid in full (Note 4). The
related deferred loan costs and associated accumulated amortization were written
off and $86,569 was recorded as an extraordinary loss.
4. DEBT
The Partnership had a revolving credit agreement with a financial
institution which provided for borrowing up to $7,000,000 with a maturity date
of December 31, 1997, at which time the balance of the loan was $4,650,000. On
December 31, 1997, the credit agreement was amended to reduce the amount
available to borrow to $5,200,000 and extend the maturity date to December 31,
1998. The Partnership also had subordinated term notes with two investors
totalling $6,000,000 at December 31, 1997. Total outstanding loans at December
31, 1997 were $10,650,000. On August 31, 1998, the revolving credit loan and
subordinated term notes had a balance of $3,450,000 and $6,000,000,
respectively; at that date, the total balance of $10,650,000 and accrued
interest were paid in full. On that same date, the Partnership obtained a new
credit agreement with a financial institution. The new credit agreement provided
for a senior term note payable in the amount of $7,500,000 and a revolving
credit loan which provided for borrowing up to $7,500,000. At December 30, 1998,
the term note and revolving credit had a balance of $7,500,000 and $1,950,000,
respectively; at that date, the total balance of $9,450,000 and accrued interest
were paid in full. The Partnership also incurred a LIBOR break fee of $2,170 in
conjunction with the retirement of debt which was recorded as an extraordinary
item.
Also on December 30, 1998, the Partnership obtained a new interpartnership
loan agreement with ICP (Note 1). Borrowing under the interpartnership loan, as
well as interest and principal payments are due at the discretion of the
management of ICP, resulting in no minimum required annual principal payments.
The balance of the interpartnership loan at December 31, 1998 was $9,606,630.
The effective interest rate at December 31, 1998 was 8.5%.
F-215
<PAGE> 360
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
5. MANAGEMENT AGREEMENT
The Partnership has entered into a management agreement with Rifkin and
Associates, Inc., (Rifkin) whose sole stockholder is affiliated with a general
partner of the Partnership. The agreement provides that Rifkin shall manage the
Partnership and shall receive annual compensation equal to 2 1/2% of gross
revenues and an additional 2 1/2% if a defined cash flow level is met. Effective
September 1, 1998, Rifkin conveyed its CATV management business to R & A
Management, LLC (RML). The result of this transaction was the conveyance of the
Rifkin management agreement (Rifkin Agreement) to RML (RML Agreement). Expenses
incurred pursuant to the Rifkin Agreement and the RML Agreement are disclosed on
the Statement of Operations.
6. LEASE COMMITMENTS
At December 31, 1998, the Partnership had lease commitments under long-term
operating leases as follows:
<TABLE>
<S> <C>
1999........................................................ $27,408
2000........................................................ 6,300
2001........................................................ 2,700
2002........................................................ 1,500
2003........................................................ 1,500
Thereafter.................................................. 10,500
-------
Total............................................. $49,908
=======
</TABLE>
Rent expense, including pole rent, was as follows for the periods
indicated:
<TABLE>
<CAPTION>
TOTAL
RENTAL
PERIOD EXPENSE
- ------ --------
<S> <C>
Year Ended December 31, 1996................................ $105,590
Year Ended December 31, 1997................................ 98,693
Year Ended December 31, 1998................................ 104,155
</TABLE>
7. 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 1998
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
years ended December 31, 1996, 1997 and 1998 were $4,723, $8,769 and $8,639,
respectively.
F-216
<PAGE> 361
REPORT OF INDEPENDENT AUDITORS
The Partners
R/N South Florida Cable Management
Limited Partnership
We have audited the accompanying consolidated balance sheet of R/N South Florida
Cable Management Limited Partnership as of December 31, 1997 and 1998, and the
related consolidated statements of operations, partners' equity (deficit) and
cash flows for the years ended December 31, 1996, 1997 and 1998. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of R/N
South Florida Cable Management Limited Partnership at December 31, 1997 and
1998, and the consolidated results of its operations and its cash flows for the
years ended December 31, 1996, 1997 and 1998 in conformity with generally
accepted accounting principles.
/s/ ERNST & YOUNG LLP
Denver, Colorado
February 19, 1999
F-217
<PAGE> 362
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
ASSETS (PLEDGED) ----------- -----------
<S> <C> <C>
Cash and cash equivalents.................................. $ 362,619 $ 678,739
Customer accounts receivable, less allowance for doubtful
accounts of $85,867 in 1997 and $84,474 in 1998.......... 569,296 455,339
Other receivables.......................................... 1,180,507 1,691,593
Prepaid expenses and deposits.............................. 416,455 393,022
Property, plant and equipment, at cost:
Transmission and distribution system and related
equipment................................................ 22,836,588 27,981,959
Office furniture and equipment............................. 704,135 755,398
Leasehold improvements..................................... 546,909 549,969
Construction in process and spare parts inventory.......... 718,165 744,806
----------- -----------
24,805,797 30,032,132
Less accumulated depreciation.............................. 9,530,513 11,368,764
----------- -----------
Net property, plant and equipment................ 15,275,284 18,663,368
Other assets, at cost less accumulated amortization (Note
2)....................................................... 6,806,578 5,181,012
----------- -----------
Total assets..................................... $24,610,739 $27,063,073
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable and accrued liabilities................... $ 2,994,797 $ 2,356,540
Interest payable........................................... 287,343 --
Customer prepayments....................................... 699,332 690,365
Long-term debt (Note 3).................................... 29,437,500 --
Interpartnership debt (Note 3)............................. -- 31,222,436
----------- -----------
Total liabilities................................ 33,418,972 34,269,341
Commitments (Notes 4 and 5)
Partners' equity (deficit):
General partner.......................................... (96,602) (81,688)
Limited partner.......................................... (9,582,050) (8,104,718)
Special limited partner.................................. 870,419 980,138
----------- -----------
Total partners' equity (deficit)........................... (8,808,233) (7,206,268)
----------- -----------
Total liabilities and partners' deficit.......... $24,610,739 $27,063,073
=========== ===========
</TABLE>
See accompanying notes.
F-218
<PAGE> 363
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED
---------------------------------------
12/31/96 12/31/97 12/31/98
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Service......................................... $16,615,767 $17,520,883 $18,890,202
Installation and other.......................... 1,732,681 2,425,742 3,158,742
----------- ----------- -----------
18,348,448 19,946,625 22,048,944
COSTS AND EXPENSES:
Operating expense............................... 2,758,704 3,489,285 3,707,802
Programming expense............................. 4,075,555 4,014,850 4,573,296
Selling, general and administrative expense..... 3,979,002 4,087,845 4,537,535
Depreciation.................................... 1,787,003 1,912,905 2,256,765
Amortization.................................... 1,350,195 1,287,588 1,293,674
Management fees................................. 733,938 797,863 881,958
Loss on disposal of assets...................... 373,860 513,177 178,142
----------- ----------- -----------
Total costs and expenses.............. 15,058,257 16,103,513 17,429,172
----------- ----------- -----------
Operating income................................ 3,290,191 3,843,112 4,619,772
Interest expense................................ 2,528,617 2,571,976 2,583,338
----------- ----------- -----------
Net income before extraordinary item............ 761,574 1,271,136 2,036,434
Extraordinary item -- loss on early retirement
of debt (Note 2).............................. -- -- 434,469
----------- ----------- -----------
Net income...................................... $ 761,574 $ 1,271,136 $ 1,601,965
=========== =========== ===========
</TABLE>
See accompanying notes.
F-219
<PAGE> 364
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
SPECIAL
GENERAL LIMITED LIMITED
PARTNERS PARTNERS PARTNERS TOTAL
--------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Partners' equity (deficit) at December
31, 1995............................ $(115,526) $(11,456,616) $731,199 $(10,840,943)
Net income for the year ended
December 31, 1996................ 7,090 702,324 52,160 761,574
--------- ------------ -------- ------------
Partners' equity (deficit) at December
31, 1996............................ (108,436) (10,754,292) 783,359 (10,079,369)
Net income for the year ended
December 31, 1997................ 11,834 1,172,242 87,060 1,271,136
--------- ------------ -------- ------------
Partners' equity (deficit) at December
31, 1997............................ (96,602) (9,582,050) 870,419 (8,808,233)
Net income for the year ended
December 31, 1998................ 14,914 1,477,332 109,719 1,601,965
--------- ------------ -------- ------------
Partners' equity (deficit) at December
31, 1998............................ $ (81,688) $ (8,104,718) $980,138 $ (7,206,268)
========= ============ ======== ============
</TABLE>
The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.
See accompanying notes.
F-220
<PAGE> 365
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------
12/31/96 12/31/97 12/31/98
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................. $ 761,574 $ 1,271,136 $ 1,601,965
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization........................ 3,137,198 3,200,493 3,550,439
Amortization of deferred loan cost................... 68,898 79,108 89,788
Loss on early retirement of debt..................... -- -- 434,469
Loss on disposal of assets........................... 373,860 513,177 178,142
Decrease (increase) in customer accounts
receivable......................................... 1,420 (152,229) 113,957
Increase in other receivables........................ (377,553) (506,325) (511,086)
Decrease (increase) in prepaid expenses and
deposits........................................... (114,720) 115,734 23,433
Increase (decrease) in accounts payable and accrued
liabilities........................................ 122,512 513,839 (638,257)
Increase (decrease) in customer prepayments.......... 362 208,021 (8,967)
Increase (decrease) in interest payable.............. 180 16,207 (287,343)
----------- ----------- ------------
Net cash provided by operating activities....... 3,973,731 5,259,161 4,546,540
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment............. (4,000,631) (4,288,776) (5,915,434)
Additions to other assets, net of refranchises......... (10,600) (164,560) (186,790)
Proceeds from the sale of assets....................... 16,674 70,865 92,443
----------- ----------- ------------
Net cash used in investing activities........... (3,994,557) (4,382,471) (6,009,781)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt........................... 2,750,000 3,850,000 5,550,000
Proceeds from interpartnership debt.................... -- -- 31,222,436
Payments of long-term debt............................. (2,604,913) (4,562,500) (34,987,500)
Deferred loan costs.................................... -- (132,727) (5,575)
----------- ----------- ------------
Net cash provided by (used in) financing
activities.................................... 145,087 (845,227) 1,779,361
----------- ----------- ------------
Net increase in cash and cash equivalents................ 124,261 31,463 316,120
Cash and cash equivalents at beginning of the year....... 206,895 331,156 362,619
----------- ----------- ------------
Cash and cash equivalents at end of year................. $ 331,156 $ 362,619 $ 678,739
=========== =========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid.......................................... $ 2,412,038 $ 2,441,662 $ 2,780,893
=========== =========== ============
</TABLE>
See accompanying notes
F-221
<PAGE> 366
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING 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 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.
In 1992, the Partnership adopted an amendment to the Partnership agreement
(the "Amendment") and entered into a Partnership Interest Purchase Agreement
whereby certain Special Limited Partnership interests were issued in the
aggregate amount of $1,250,000. These new Special Limited Partners are
affiliated with the current General and Limited Partners of the Partnership. The
Amendment provides for the methods under which the gains, losses, adjustments
and distributions are allocated to the accounts of the Special Limited Partners.
For financial reporting purposes, partnership profits or losses are
allocated to the limited partners, special limited partners and general partners
in the following ratios: 92.22%, 6.849% and .931%, respectively. Limited
partners and special limited partners are not required to fund any losses in
excess of their capital contributions.
ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP:
InterLink Communications Partners, LLLP ("ICP") agreed to purchase all of
the interests of the Partnerships. ICP acquired all of the limited partner
interests of the Operating Partnership, effective December 31, 1998, and is
currently in the process of obtaining the necessary consents to transfer all of
the Operating Partnership's franchises to ICP. Once obtained, ICP will then
purchase the general partner interest, and the Partnership, by operation of law,
will consolidate into ICP.
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment additions are recorded at cost, which in the
case of assets constructed includes amounts for material, labor, overhead and
capitalized interest, if applicable.
For financial reporting purposes, the Operating Partnership uses 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............................................... 15 years
Office furniture and equipment............................ 3-15 years
Leasehold improvements.................................... 5-8 years
</TABLE>
OTHER ASSETS:
Other assets are carried at cost and are amortized on a straight-line basis
over the following lives:
<TABLE>
<S> <C>
Franchises................... -- the terms of the franchises (3-13
years)
Goodwill..................... -- 40 years
Organization costs........... -- 5 years
Deferred loan costs.......... -- the term of the debt (8 years)
</TABLE>
F-222
<PAGE> 367
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
INCOME TAXES:
No provision for the payment or refund of income taxes has been provided
since the partners are responsible for reporting their distributive share of
partnerships net income or loss in their personal capacities.
CASH AND CASH EQUIVALENTS:
The Partnerships consider all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION:
Customer fees are recorded as revenue in the period the service is
provided.
FAIR VALUE OF FINANCIAL INSTRUMENTS:
The carrying values of cash and cash equivalents, customer accounts
receivable, accounts payable and interpartnership debt approximate fair value.
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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
IMPACT OF YEAR 2000 (UNAUDITED):
The Partnerships recognize that certain of its time-sensitive computer
programs and product distribution equipment may be affected by conversion to the
year 2000. During 1998, management began their evaluation of the information
systems, product distribution facilities, and vendor and supplier readiness. To
date, considerable progress has been made to complete the evaluation process, to
integrate and test compliance installations, and to prepare contingency plans.
In addition, third party suppliers are either fully compliant or are expected to
be compliant by December 31, 1999. Management expects to have all systems
compliant, or have a contingency plan in effect that will result in minimal
impact on the operations.
NEW ACCOUNTING PRONOUNCEMENT:
In April 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5 "Reporting on the costs of Start-Up
Activities," which requires the Partnerships to expense all start-up costs
related to organizing a new business. This new standard also includes one-time
activities related to opening a new facility, introduction of a new product or
service, or conducting business with a new class of customer or in a new
territory. This standard is effective for the Partnerships' 1999 fiscal year.
The organization costs are fully amortized, resulting in SOP 98-5 having no
material effect on its financial position or the results of operations.
RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION:
Certain reclassifications have been made to the 1996 and 1997 financial
statements to conform with the 1998 financial statement presentation. Such
reclassifications had no effect on the net income as previously stated.
F-223
<PAGE> 368
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. OTHER ASSETS
At December 31, 1997 and 1998, other assets consisted of the following:
<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Franchises and other....................... $14,348,984 $14,535,774
Goodwill................................... 3,429,845 3,429,845
Deferred loan costs........................ 694,819 --
Organization costs......................... 23,218 23,218
----------- -----------
18,496,866 17,988,837
Less accumulated amortization.............. 11,690,288 12,807,825
----------- -----------
$ 6,806,578 $ 5,181,012
=========== ===========
</TABLE>
On December 30, 1998, the Partnerships' loan with a financial institution
was paid in full (Note 3). The related deferred loan costs and associated
accumulated amortization were written off and an extraordinary loss of $434,469
was recorded.
3. DEBT
The Partnerships had senior term note payable and a revolving credit loan
agreement with a financial institution. The senior term note payable was a
$29,500,000 loan which required varying quarterly payments which commenced on
September 30, 1996. On June 30, 1997, the loan agreement was amended to defer
the June 30, 1997 and September 30, 1997 principal payments and restructured the
required principal payment amounts due through December 31, 2003. The revolving
credit loan provided for borrowing up to $3,000,000 at the discretion of the
Partnerships. On June 30, 1997, the loan agreement was amended to increase the
amount provided for borrowing under the revolving credit loan to $3,750,000. At
December 31, 1997, the term notes and the revolving credit loan had a balance of
$28,387,500 and $1,050,000, respectively, with a total balance of $29,437,500.
At December 30, 1998, the term notes and the revolving credit loan had a balance
of $27,637,500 and $3,300,000, respectively; at that date, the total balance of
$30,937,500 and accrued interest were paid in full.
Also on December 30, 1998, the Partnerships obtained a new interpartnership
loan agreement with ICP (Note 1). Borrowing under the interpartnership loan, as
well as interest and principal payments are due at the discretion of the
management of ICP, resulting in no minimum required annual principal payments.
The balance of the interpartnership loan at December 31, 1998 was $31,222,436.
The effective interest rate at December 31, 1998 was 8.5%.
4. MANAGEMENT AGREEMENT
The Partnerships have entered into a management agreement with Rifkin &
Associates, Inc. (Rifkin). The management agreement provides that Rifkin shall
manage the Operating Partnership and shall be entitled to annual compensation of
4% of gross revenues. Effective September 1, 1998, Rifkin conveyed its CATV
management business to R & A Management, LLC (RML). The result of this
transaction was the conveyance of the Rifkin management agreement (Rifkin
Agreement) to RML (RML Agreement). Expenses incurred pursuant to the Rifkin
Agreement and the RML Agreement are disclosed on the Consolidated Statement of
Operations.
F-224
<PAGE> 369
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. LEASE COMMITMENTS
At December 31, 1998, the Operating Partnership had lease commitments under
long-term operating leases as follows:
<TABLE>
<S> <C>
1999........................................................ $195,437
2000........................................................ 189,643
2001........................................................ 116,837
--------
Total............................................. $501,917
========
</TABLE>
Rent expense, including pole rent, was as follows for the periods
indicated:
<TABLE>
<CAPTION>
TOTAL
RENTAL
PERIOD EXPENSE
- ------ --------
<S> <C>
Year Ended December 31, 1996............................... $262,231
Year Ended December 31, 1997............................... 279,655
Year Ended December 31, 1998............................... 295,107
</TABLE>
6. 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 1998 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 years
ended December 31, 1996, 1997 and 1998 were $15,549, $23,292 and $20,652,
respectively.
F-225
<PAGE> 370
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Charter Communications Holdings, LLC:
We have audited the accompanying statements of operations and changes in
net assets and cash flows of Sonic Communications Cable Television Systems for
the period from April 1, 1998, through May 20, 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Sonic
Communications Cable Television Systems for the period from April 1, 1998,
through May 20, 1998, in conformity with generally accepted accounting
principles.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 5, 1999
F-226
<PAGE> 371
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS
STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE PERIOD FROM APRIL 1, 1998, THROUGH MAY 20, 1998
<TABLE>
<S> <C>
REVENUES.................................................... $ 6,343,226
-----------
OPERATING EXPENSES:
Operating costs........................................... 1,768,393
General and administrative................................ 1,731,471
Depreciation and amortization............................. 1,112,057
-----------
4,611,921
-----------
Income from operations................................. 1,731,305
INTEREST EXPENSE............................................ 289,687
-----------
Income before provision for income taxes............... 1,441,618
PROVISION IN LIEU OF INCOME TAXES........................... 602,090
-----------
Net income............................................. 839,528
NET ASSETS, April 1, 1998................................... 55,089,511
-----------
NET ASSETS, May 20, 1998.................................... $55,929,039
===========
</TABLE>
The accompanying notes are an integral part of this statement.
F-227
<PAGE> 372
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 1, 1998, THROUGH MAY 20, 1998
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 839,528
Adjustments to reconcile net loss to net cash provided by
operating activities --
Depreciation and amortization.......................... 1,112,057
Changes in assets and liabilities --
Accounts receivable, net............................. 49,980
Prepaid expenses and other........................... 171,474
Accounts payable and accrued expenses................ (1,479,682)
-----------
Net cash provided by operating activities......... 693,357
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (470,530)
Payments of franchise costs............................... (166,183)
-----------
Net cash used in investing activities............. (636,713)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt................................ (41,144)
-----------
Net cash used in financing activities............. (41,144)
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 15,500
-----------
CASH AND CASH EQUIVALENTS, beginning of period.............. 532,238
-----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 547,738
===========
</TABLE>
The accompanying notes are an integral part of this statement.
F-228
<PAGE> 373
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION AND BASIS OF PRESENTATION
Sonic Communications Cable Television Systems (the Company) operates cable
television systems in California and Utah.
Effective May 21, 1998, the Company's net assets were acquired by Charter
Communications Holdings, LLC.
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
The Company depreciates its cable distribution systems using the
straight-line method over estimated useful lives of 5 to 15 years for systems
acquired on or after April 1, 1981. Systems acquired before April 1, 1981, are
depreciated using the declining balance method over estimated useful lives of 8
to 20 years.
Vehicles, machinery, office, and data processing equipment and buildings
are depreciated using the straight-line or declining balance method over
estimated useful lives of 3 to 25 years. Capital leases and leasehold
improvements are amortized using the straight-line or declining balance method
over the shorter of the lease term or the estimated useful life of the asset.
INTANGIBLES
The excess of amounts paid over the fair values of tangible and
identifiable intangible assets acquired in business combinations are amortized
using the straight-line method over the life of the franchise. Identifiable
intangible assets such as franchise rights, noncompete agreements and subscriber
lists are amortized using the straight-line method over their useful lives,
generally 3 to 15 years.
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 May 20, 1998, no installation revenue has been
deferred, as direct selling costs exceeded installation revenue.
INTEREST EXPENSE
Interest expense relates to a note payable to a stockholder of the Company,
which accrues interest at 7.8% per annum.
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
F-229
<PAGE> 374
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
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. COMMITMENTS AND CONTINGENCIES:
FRANCHISES
The Company has committed to provide cable television services under
franchise agreements with various governmental bodies for remaining terms up to
13 years. Franchise fees of up to 5% of gross revenues are payable under these
agreements.
LEASES
The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for the period from
April 1, 1998, through May 20, 1998, were $59,199.
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 April 1, 1998, through May 20, 1998, was $64,159.
3. INCOME TAXES:
The results of the Company are included in the consolidated federal income
tax return of its parent, Sonic Enterprises, Inc., which is responsible for tax
payments applicable to the Company. The financial statements reflect a provision
in lieu of income taxes as if the Company was filing on a separate company
basis. Accordingly, the Company has included the provision in lieu of income
taxes in the accompanying statement of operations.
The provision in lieu of income taxes approximates the amount of tax
computed using U.S. statutory rates, after reflecting state income tax expense
of $132,510 for the period from April 1, 1998, through May 20, 1998.
4. 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 to
judicial proceeding 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.
F-230
<PAGE> 375
SONIC COMMUNICATIONS CABLE TELEVISION SYSTEMS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
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. For the period from
April 1, 1998, through May 20, 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
ownership 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 are 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 Systems.
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-231
<PAGE> 376
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Long Beach Acquisition Corp.:
We have audited the accompanying statements of operations, stockholder's
equity and cash flows of Long Beach Acquisition Corp. (a Delaware corporation)
for the period from April 1, 1997, through May 23, 1997. 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 in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Long Beach
Acquisition Corp. for the period from April 1, 1997, through May 23, 1997, in
conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
July 31, 1998
F-232
<PAGE> 377
LONG BEACH ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 1, 1997, THROUGH MAY 23, 1997
<TABLE>
<S> <C>
SERVICE REVENUES............................................ $ 5,313,282
-----------
EXPENSES:
Operating costs........................................... 1,743,493
General and administrative................................ 1,064,841
Depreciation and amortization............................. 3,576,166
Management fees -- related parties........................ 230,271
-----------
6,614,771
-----------
Loss from operations................................... (1,301,489)
INTEREST EXPENSE............................................ 753,491
-----------
Net loss............................................... $(2,054,980)
===========
</TABLE>
The accompanying notes are an integral part of this statement.
F-233
<PAGE> 378
LONG BEACH ACQUISITION CORP.
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM APRIL 1, 1997, THROUGH MAY 23, 1997
<TABLE>
<CAPTION>
CLASS A, SENIOR
VOTING REDEEMABLE ADDITIONAL TOTAL
COMMON PREFERRED PAID-IN ACCUMULATED STOCKHOLDER'S
STOCK STOCK CAPITAL DEFICIT EQUITY
-------- ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
BALANCE,
April 1, 1997........... $100 $11,000,000 $33,258,723 $(51,789,655) $(7,530,832)
Net loss................ -- -- -- (2,054,980) (2,054,980)
---- ----------- ----------- ------------ -----------
BALANCE,
May 23, 1997............ $100 $11,000,000 $33,258,723 $(53,844,635) $(9,585,812)
==== =========== =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of this statement.
F-234
<PAGE> 379
LONG BEACH ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 1, 1997, THROUGH MAY 23, 1997
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(2,054,980)
Adjustments to reconcile net loss to net cash provided by
operating activities-
Depreciation and amortization.......................... 3,576,166
Changes in assets and liabilities, net of effects from
acquisition-
Accounts receivable, net............................. (830,725)
Prepaid expenses and other........................... (19,583)
Accounts payable and accrued expenses................ (528,534)
Other current liabilities............................ 203,282
-----------
Net cash provided by operating activities......... 345,626
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (596,603)
-----------
Net cash used in investing activities............. (596,603)
-----------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (250,977)
CASH AND CASH EQUIVALENTS, beginning of period.............. 3,544,462
-----------
CASH AND CASH EQUIVALENTS, end of period.................... $ 3,293,485
===========
CASH PAID FOR INTEREST...................................... $ 1,316,462
===========
</TABLE>
The accompanying notes are an integral part of this statement.
F-235
<PAGE> 380
LONG BEACH ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
MAY 23, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION AND BASIS OF PRESENTATION
Long Beach Acquisition Corp. (LBAC or the "Company") was a wholly owned
corporation of KC Cable Associates, L.P., a partnership formed through a joint
venture agreement between Kohlberg, Kravis, Roberts & Co. (KKR) and Cablevision
Industries Corporation (CVI). The Company was formed to acquire cable television
systems serving Long Beach, California, and surrounding areas.
On May 23, 1997, the Company executed a stock purchase agreement with
Charter Communications Long Beach, Inc. (CC-LB) whereby CC-LB purchased all of
the outstanding stock of the Company for an aggregate purchase price, net of
cash acquired, of $150.9 million. Concurrent with this stock purchase, CC-LB was
acquired by Charter Communications, Inc. (Charter) and Kelso Investment
Associates V, L.P., an investment fund (Kelso).
As of May 23, 1997, LBAC provided cable television service to subscribers
in southern California.
CASH AND 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 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 repairs and maintenance are charged to expense as incurred, and
equipment replacement costs and betterments are capitalized.
Depreciation is provided on a straight-line basis over the estimated useful
life of the related asset as follows:
<TABLE>
<S> <C>
Leasehold improvements.................................. Life of respective lease
Cable systems and equipment............................. 5-10 years
Subscriber devices...................................... 5 years
Vehicles................................................ 5 years
Furniture, fixtures and office equipment................ 5-10 years
</TABLE>
FRANCHISES
Franchises include the assigned fair value of the franchise from purchased
cable television systems. These franchises are amortized on a straight-line
basis over six years, the remaining life of the franchise at acquisition.
INTANGIBLE ASSETS
Intangible assets include goodwill, which is amortized over fifteen years;
subscriber lists, which are amortized over seven years; a covenant not to
compete which is amortized over five
F-236
<PAGE> 381
LONG BEACH ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
years; organization costs which are amortized over five years and debt issuance
costs which are amortized over ten years, the life of the loan.
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
average estimated period that customers are expected to remain connected to the
cable television system. As of May 23, 1997, no installation revenue has been
deferred, as direct selling costs have exceeded installation service revenues.
INCOME TAXES
LBAC's income taxes are recorded in accordance with SFAS No. 109,
"Accounting for Income Taxes".
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. STOCKHOLDER'S EQUITY:
For the period from April 1, 1997, through May 23, 1997, stockholder's
equity consisted of the following:
<TABLE>
<S> <C>
Stockholder's (deficit) equity:
Common stock -- Class A, voting $1 par value, 100 shares
authorized, issued and outstanding..................... $ 100
Common stock -- Class B, nonvoting, $1 par value, 1,000
shares authorized, no shares issued.................... --
Senior redeemable preferred stock, no par value, 110,000
shares authorized, issued and outstanding, stated at
redemption value....................................... 11,000,000
Additional paid-in capital................................ 33,258,723
Accumulated deficit....................................... (53,844,635)
------------
Total stockholder's (deficit) equity................... $ (9,585,812)
============
</TABLE>
F-237
<PAGE> 382
LONG BEACH ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
3. INTEREST EXPENSE:
The Company has the option of paying interest at either the Base Rate of
the Eurodollar rate, as defined, plus a margin which is based on the attainment
of certain financial ratios. The weighted average interest rate for the period
from April 1, 1997, through May 23, 1997, was 7.3%.
4. 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 to
judicial proceeding 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 May 23, 1997,
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
ownership 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 are 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.
F-238
<PAGE> 383
LONG BEACH ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
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.
5. RELATED-PARTY TRANSACTIONS:
The Company has entered into a management agreement (the "Management
Agreement") with CVI under which CVI manages the operations of the Company for
an annual management fee equal to 4% of gross operating revenues, as defined.
Management fees under this agreement amounted to $210,100 for the period from
April 1, 1997, through May 23, 1997. In addition, the Company has agreed to pay
a monitoring fee of two dollars per basic subscriber, as defined, per year for
services provided by KKR. Monitoring fees amounted to $20,171 for the period
from April 1, 1997, through May 23, 1997.
6. COMMITMENTS AND CONTINGENCIES:
LEASES
The Company leases certain facilities and equipment under noncancelable
operating leases. Rent expense incurred under these leases for the period from
April 1, 1997, through May 23, 1997, was $67,600.
The Company rents utility poles in its operations. Generally, pole rental
agreements are short term, but LBAC anticipates that such rentals will recur.
Rent expense for pole attachments for the period from April 1, 1997, through May
23, 1997, was $12,700.
LITIGATION
The Company is a 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 financial position or results of operations.
7. INCOME TAXES:
The Company has not recognized the tax benefit associated with its taxable
loss for the period from April 1, 1997, through May 23, 1997, as the Company
believes the benefit will likely not be realized.
8. EMPLOYEE BENEFIT PLANS:
Substantially all employees of the Company are eligible to participate in a
defined contribution plan containing a qualified cash or deferred arrangement
pursuant to IRC Section 401(k). The plan provides that eligible employees may
contribute up to 10% of their compensation to the plan. The Company made no
contributions to the plan for the period from April 1, 1997, through May 23,
1997.
F-239
<PAGE> 384
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SUCCESSOR
---------------------------
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $1,038,360 $ 10,386
Accounts receivable, net of allowance for doubtful
accounts of $3,171 and $3,528, respectively............ 30,314 31,163
Prepaid expenses and other................................ 15,882 8,613
---------- ----------
Total current assets.............................. 1,084,556 50,162
---------- ----------
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment............................. 1,533,197 1,473,727
Franchises................................................ 5,607,539 5,705,420
---------- ----------
7,140,736 7,179,147
---------- ----------
OTHER ASSETS................................................ 131,990 6,347
---------- ----------
$8,357,282 $7,235,656
========== ==========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ -- $ 87,950
Accounts payable and accrued expenses..................... 216,397 199,831
Payable to related party.................................. -- 20,000
Payables to manager of cable television systems - related
party.................................................. 12,554 23,236
---------- ----------
Total current liabilities......................... 228,951 331,017
---------- ----------
LONG-TERM DEBT.............................................. 4,754,018 3,435,251
---------- ----------
OTHER LONG-TERM LIABILITIES................................. 48,171 40,097
---------- ----------
MEMBERS' EQUITY............................................. 3,326,142 3,429,291
---------- ----------
$8,357,282 $7,235,656
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
F-240
<PAGE> 385
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
------------------------
1999 1998
SUCCESSOR PREDECESSOR
------------------------
<S> <C> <C>
REVENUES.................................................... $286,135 $4,782
-------- ------
OPERATING EXPENSES:
Operating, general and administrative..................... 152,075 2,638
Depreciation and amortization............................. 153,747 1,605
Corporate expense charges -- related party................ 5,323 143
-------- ------
311,145 4,386
(Loss) income from operations.......................... (25,010) 396
-------- ------
OTHER INCOME (EXPENSE):
Interest income........................................... 1,733 8
Interest expense.......................................... (71,591) (1,329)
Other, net................................................ 15 2
-------- ------
(69,843) (1,319)
Loss before extraordinary item......................... (94,853) (923)
EXTRAORDINARY ITEM- Loss from early extinguishment of
debt...................................................... 3,604 --
-------- ------
Net loss............................................... $(98,457) $ (923)
======== ======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
F-241
<PAGE> 386
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
------------------------
1999 1998
SUCCESSOR PREDECESSOR
------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (98,457) $ (923)
---------- ------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 153,747 1,605
Amortization of non-cash interest expense.............. 12,277 31
Gain (loss) on disposal of property, plant and
equipment............................................. (15) --
Loss from early extinguishment of debt................. 3,604 --
Changes in assets and liabilities, net of effects from
acquisition --
Accounts receivable, net............................... 862 274
Prepaid expenses and other............................. (3,369) 10
Accounts payable and accrued expenses.................. (27,141) (550)
Payables to manager of cable television systems,
including deferred management fees.................... 4,879 (41)
Other operating activities............................. (563) --
---------- ------
Net cash provided by operating activities............ 45,824 406
---------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (109,629) (821)
Purchase of cable television system....................... (2,752) --
Other investing activities................................ (4,419) --
---------- ------
Net cash used in investing activities................ (116,800) (821)
---------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt.............................. 4,854,188 900
Repayments of long-term debt.............................. (3,641,666) (900)
Payments for debt issuance costs.......................... (88,880) --
Distributions............................................. (4,692) --
Payment to related party.................................. (20,000) --
---------- ------
Net cash used in financing activities................ 1,098,950 --
---------- ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 1,027,974 (415)
CASH AND CASH EQUIVALENTS, beginning of period.............. 10,386 626
---------- ------
CASH AND CASH EQUIVALENTS, end of period.................... $1,038,360 $ 211
========== ======
CASH PAID FOR INTEREST...................................... $ 91,672 $1,013
========== ======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
F-242
<PAGE> 387
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Basis of Presentation
Charter Communications Holding Company, LLC (CCHC), a Delaware limited
liability company, was formed in 1999 as a wholly owned subsidiary of Charter
Investment, Inc. (Charter), formerly Charter Communications, Inc. Charter,
through its wholly owned cable television operating subsidiary, Charter
Communications Properties, LLC (CCP), commenced operations with the acquisition
of a cable television system on September 30, 1995.
Effective December 23, 1998, through a series of transactions, Paul G.
Allen acquired approximately 94% of Charter 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 acquired
100% 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
television operating companies, for $2.0 billion, excluding $1.8 billion in debt
assumed from unrelated third parties for fair value. Charter 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 from the date of acquisition. In February 1999, Charter
transferred all of its cable television operating subsidiaries to a wholly owned
subsidiary of Charter Communications Holdings, LLC (Charter Holdings) Charter
Communications Operating, LLC (Charter Operating). Charter Holdings is a wholly
owned subsidiary of CHCC. 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 CCP, CharterComm Holdings and CCA
Group, CCHC has applied push-down accounting in the preparation of the
consolidated financial statements. Accordingly, CCHC increased its members'
equity by $2.2 billion to reflect the amounts paid by Paul G. Allen and Charter.
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. The allocation of the purchase price is based, in part, on
preliminary information which is subject to adjustment upon obtaining complete
appraisal and valuation information of intangible assets. The valuation
information is expected to be finalized in the third quarter of 1999. Management
believes that finalization of the purchase price will not have a material impact
on the results of operations or financial positions of CCHC.
On April 7, 1999, the cable television operating subsidiaries of Marcus
Cable Company, L.L.C. (Marcus) were transferred to Charter Operating. The
transfer was accounted for as a reorganization of entities under common control
similar to a pooling of interests since Paul G. Allen and a company controlled
by Paul G. Allen purchased substantially all of the outstanding partnership
interests in Marcus in April 1998, and purchased the remaining interest in
Marcus on April 7, 1999.
The consolidated financial statements of CCHC include the accounts of
Charter Operating and CCP, the accounts of CharterComm Holdings and CCA Group
and their subsidiaries since December 23, 1998 (date acquired by Charter), and
the accounts of Marcus since December 23, 1998 (date Paul G. Allen controlled
both Charter and Marcus), and are collectively referred to as
F-243
<PAGE> 388
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the "Company" herein. All subsidiaries are wholly owned. All material
intercompany transactions and balances have been eliminated.
As a result of the Paul Allen Transaction and application of push-down
accounting, the financial information of the Company in the accompanying
financial statements and notes thereto as of December 31, 1998, and March 31,
1999, and for the Successor Period (January 1, 1999, through March 31, 1999) is
presented on a different cost basis than the financial information of the
Company for the Predecessor Period (January 1, 1998, through March 31, 1998) and
therefore, such information is not comparable.
The accompanying unaudited financial statements of CCHC have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.
2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:
The accompanying financial statements are unaudited; however, in the
opinion of management, such statements include all adjustments necessary for a
fair presentation of the results for the periods presented. The interim
financial statements should be read in conjunction with the financial statements
and notes thereto as of and for the period ended December 31, 1998. Interim
results are not necessarily indicative of results for a full year.
3. ACQUISITIONS:
In addition to the Paul Allen Transaction and the acquisitions by Charter
of CharterComm Holdings and CCA Group, the Company acquired cable television
systems for an aggregate purchase price, net of cash acquired, of $291,800 in
1998, and completed the sale of certain cable television systems for an
aggregate sales price of $405,000 in 1998, all prior to December 24, 1998. The
Company also refinanced substantially all of its long-term debt in March 1999
(see Note 4).
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. The
purchase prices were allocated to tangible and intangible assets based on
estimated fair values at the acquisition dates.
Unaudited pro forma operating results as though the acquisitions and
dispositions discussed above, including the Paul Allen Transaction and the
combination with Marcus, and the 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>
THREE MONTHS ENDED
MARCH 31,
----------------------
1999 1998
--------- ---------
<S> <C> <C>
Revenues................................................... $ 286,135 $ 264,971
Loss from operations....................................... (25,010) (35,889)
Net loss................................................... (102,633) (149,988)
</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
these transactions been completed as of the assumed date or which may be
obtained in the future.
F-244
<PAGE> 389
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. LONG-TERM DEBT:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
---------- ------------
<S> <C> <C>
Charter:
Credit Agreements (including CCP, CCA
Group and CharterComm Holdings)..................... $ -- $1,726,500
Senior Secured Discount Debentures..................... -- 109,152
11 1/4% Senior Notes................................... 25 125,000
Marcus:
Senior Credit Facility................................. -- 808,000
13 1/2% Senior Subordinated Discount Notes............. 1,010 383,236
14 1/4% Senior Discount Notes.......................... 50 241,183
Charter Holdings:
8.250% Senior Notes.................................... 600,000 --
8.625% Senior Notes.................................... 1,500,000 --
9.920% Senior Discount Notes........................... 909,055 --
CCO Credit Agreement................................... 1,750,000 --
---------- ----------
4,760,140 3,393,071
Current maturities..................................... -- (87,950)
Unamortized net premium (discount)..................... (6,122) 130,130
---------- ----------
$4,754,018 $3,435,251
========== ==========
</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
"CCO Credit Agreement"). The excess of the amount paid over the carrying value
of the Company's long-term debt was recorded as Extraordinary item -- loss on
early extinguishment of debt in the accompanying statement of operations.
CCH 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 $905.6
million, (collectively with the 8.250% Senior Notes and the 8.625% Senior Notes,
referred to as the "CCH 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 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 semiannually in
arrears on April 1 and October 1, beginning October 1, 1999 until maturity.
F-245
<PAGE> 390
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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, interest is payable
semiannually 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 at a rate of 9.920% per year. The
unamortized discount was $565.9 million at March 31, 1999.
The CCH Notes rank equally with current and future unsecured and
unsubordinated indebtedness (including trade payables of the Company). The
Company is required to make an offer to purchase all of the CCH 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 as defined.
CCO Credit Agreement
The CCO Credit Agreement provides for two term facilities, one with a
principal amount of $1.0 billion that matures September 2008 (Term A), and the
other with the principal amount of $1.85 billion that matures on March 2009
(Term B). The CCO Credit Agreement also provides for a $1.25 billion revolving
credit facility with a maturity date of September 2008. Amounts under the CCO
Credit Agreement bear interest at the Base Rate or the Eurodollar rate, as
defined, plus a margin up to 2.75%. 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.
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 CCHC,
the parent company.
Based upon outstanding indebtedness at March 31, 1999, and the amortization
of term and fund loans, and scheduled reductions in available borrowings of the
revolving credit facility, aggregate future principal payments on the total
borrowings under all debt agreements at March 31, 1999, are as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
- ---- ----------
<S> <C>
2000........................................................ $ --
2001........................................................ --
2002........................................................ 17,500
2003........................................................ 17,500
2004........................................................ 18,510
Thereafter.................................................. 4,706,630
----------
$4,760,140
==========
</TABLE>
5. RELATED-PARTY TRANSACTIONS:
The Company is charged a management fee equal to 3.5% percent of gross
revenues payable quarterly. To the extent management fees charged to the Company
are greater
F-246
<PAGE> 391
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(less) than the corporate expenses incurred by Charter, the Company records a
distribution to (capital contributions from) parent. For the three months ended
March 31, 1999, the Company recorded a distribution of $4,692. As of March 31,
1999, management fees currently payable of $10,015 are included in payables to
manager of cable television systems-related party.
6. OPTION PLAN:
In accordance with an employment agreement between Charter and the
President and CEO of Charter options to purchase 3% of the net equity of CCHC
were issued to the President and CEO of Charter. The option exercise price is
equal to the fair market value at the date of grant. The options vest over a
four year period and expire ten years from the date of grant.
In February 1999, the Company adopted an option plan providing for the
grant of options to purchase up to an aggregate of 10% of the equity value of
CCHC. The option plan provides for grants of options to employees, officers,
directors of CCHC and its affiliates, and consultants who provide services to
the Company. The option exercise price is equal to the fair market value at the
date of grant. Options granted vest over five years. However, if there has not
been a public offering of the equity interests of CCHC or an affiliate, vesting
will occur only upon termination of employment for any reason other than for
cause or disability. 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.
Options outstanding as of March 31, 1999, are as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------- -------------------
EXERCISE NUMBER OF REMAINING CONTRACT NUMBER OF
PRICE OPTIONS LIFE (IN YEARS) OPTIONS
- -------- ---------- ------------------ -------------------
<S> <C> <C> <C>
$20.00 16,095,008 9.8 1,761,032
</TABLE>
The Company follows Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" to account for the Option Plan. No compensation
expense is recognized because the option exercise price is equal to the fair
value of the underlying membership interests on the date of grant. Had
compensation expense for the Option Plan been determined based on the fair value
at the grant dates under the provisions of SFAS No. 123, the Company's net loss
would have been $113.8 million for the three months ended March 31, 1999. The
fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: no dividend
yield, expected volatility of 44%, risk free rate of 5%, and expected option
lives of 10 years.
7. SUBSEQUENT EVENT:
In the second quarter of 1999, the Company acquired cable television
systems in two separate transactions for an aggregate purchase price of $699.0
million. The Company has also entered into definitive agreements to purchase
additional cable television systems, including a exchange of cable television
systems, for approximately $3.9 billion. The exchange of cable television
systems will be recorded at the fair value of the systems exchanged. The
additional six acquisitions are expected to close no later than March 31, 2000.
F-247
<PAGE> 392
RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 8,901 $ 8,482
Accounts receivable -- trade (less allowance for doubtful
accounts of $76 in 1999 and $94 in 1998).................. 731 726
Accounts receivable -- other................................ 552 584
Prepaid expenses and other assets........................... 381 340
Escrow deposit.............................................. -- 150
Investment in cable television systems:
Property, plant and equipment............................. 74,435 71,246
Less: accumulated depreciation........................... (9,841) (7,294)
-------- --------
64,594 63,952
-------- --------
Cable television franchises............................... 238,407 236,489
Less: accumulated amortization........................... (15,436) (11,473)
-------- --------
222,971 225,016
-------- --------
Intangible assets......................................... 17,540 17,559
Less: accumulated amortization........................... (1,411) (1,059)
-------- --------
16,129 16,500
-------- --------
Total investment in cable television systems................ 303,694 305,468
-------- --------
TOTAL ASSETS................................................ $314,259 $315,750
======== ========
LIABILITIES AND MEMBERS' EQUITY
Accounts payable............................................ $ 587 $ 2,042
Accrued expenses............................................ 7,062 6,670
Subscriber advance payments and deposits.................... 651 608
Deferred marketing support.................................. 755 800
Advances from affiliates.................................... 135 135
Debt........................................................ 212,503 209,874
-------- --------
TOTAL LIABILITIES........................................... 221,693 220,129
-------- --------
MEMBERS' EQUITY:
Paid-in capital............................................. 108,600 108,600
Accumulated deficit......................................... (16,034) (12,979)
-------- --------
Total members' equity....................................... 92,566 95,621
-------- --------
TOTAL LIABILITIES AND MEMBERS' EQUITY....................... $314,259 $315,750
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-248
<PAGE> 393
RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
1999
------------
(UNAUDITED)
<S> <C>
Revenues.................................................... $15,254
Cost and expenses:
Service costs............................................. 4,596
Selling, general and administrative....................... 2,293
Depreciation and amortization............................. 6,655
-------
Operating income............................................ 1,710
-------
Interest (income)......................................... (90)
Interest expense.......................................... 4,797
-------
Loss before provision for taxes............................. (2,997)
-------
Provision for taxes......................................... 58
-------
Net loss.................................................... $(3,055)
=======
</TABLE>
See accompanying notes to consolidated financial statements.
F-249
<PAGE> 394
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 (Audited)............... $108,600 $(12,979) $95,621
Net loss (Unaudited).............................. -- (3,055) (3,055)
-------- -------- -------
Balance March 31, 1999 (Unaudited)................ $108,600 $(16,034) $92,566
======== ======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-250
<PAGE> 395
RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
1999
---------------
(UNAUDITED)
<S> <C>
Operating Activities:
Net loss.................................................. $(3,055)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 6,655
Accretion on senior discount notes and non-cash
interest expense...................................... 2,630
Other non-cash expenses................................ 239
Deferred marketing support............................. (45)
Changes in operating assets and liabilities, net of
effects from acquisitions
Accounts receivable -- trade, net...................... (5)
Accounts receivable -- other........................... 32
Prepaid expenses and other assets...................... (41)
Accounts payable....................................... (1,455)
Accrued expenses....................................... 392
Subscriber advance payments and deposits............... 43
-------
Net cash provided by operating activities............ 5,390
-------
Investing Activities:
Purchases of cable television systems:
Property, plant and equipment.......................... (830)
Cable television franchises............................... (1,918)
Escrow deposit............................................ 150
Capital expenditures...................................... (2,393)
Other intangible assets................................... 20
-------
Net cash used in investing activities.................. (4,971)
-------
Financing Activities:
Net cash provided by financing activities.............. --
-------
Net increase in cash and cash equivalents................... 419
Cash and cash equivalents at beginning of period............ 8,482
=======
Cash and cash equivalents at end of period.................. $ 8,901
=======
</TABLE>
See accompanying notes to consolidated financial statements.
F-251
<PAGE> 396
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
(UNAUDITED)
1. ORGANIZATION
Renaissance Media Group LLC ("Group") was formed on March 13, 1998 by
Renaissance Media Holdings LLC ("Holdings"). Holdings formed Renaissance Media
Capital Corporation on March 12, 1998. On March 20, 1998, Holdings contributed
to Group its membership interests in two wholly owned subsidiaries; Renaissance
Media (Louisiana) LLC ("Louisiana") and Renaissance Media (Tennessee) LLC
("Tennessee"), both of which were formed on January 7, 1998. Louisiana and
Tennessee acquired a 76% interest and 24% interest, respectively, in Renaissance
Media LLC ("Media") from Morgan Stanley Capital Partners III, Inc. ("MSCP III")
on February 13, 1998 for a nominal amount. As a result, Media became a
subsidiary of Holdings. The transfer was accounted for as a reorganization of
entities under common control similar to a pooling of interests since an entity
affiliated with MSCP III had a controlling interest in Holdings. Group and its
aforementioned subsidiaries are collectively referred to as the "Company"
herein. On April 9, 1998, the Company acquired (the "Acquisition") six cable
television systems (the "TWI Systems") from TWI Cable, Inc. ("TWI Cable") a
subsidiary of Time Warner Inc. ("Time Warner"). Prior to this Acquisition, the
Company had no operations other than start-up related activities. For further
information, refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 for additional disclosures and information regarding the
formation of the Company.
2. BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles. The interim financial statements
are unaudited but include all adjustments, which are of normal recurring nature
that the Company considers necessary for a fair presentation of the financial
position and the results of operations and cash flows for such period. Operating
results of interim periods are not necessarily indicative of results for a full
year.
3. SALE OF THE COMPANY
On February 23, 1999, Holdings, Charter Communications, Inc. ("Charter")
and Charter Communications, LLC ("Buyer") executed a purchase agreement (the
"Charter Purchase Agreement"), providing for Holdings to sell and Buyer to
purchase, all the outstanding limited liability company membership interests in
Group held by Holdings (the "Charter Transaction") subject to certain covenants
and restrictions pending closing and satisfaction of certain conditions prior to
closing. On April 30, 1999, the Charter Transaction was consummated. In
connection therewith all amounts outstanding, including accrued interest and
fees, under the Credit Agreement, (as defined herein, see Note 5), were paid in
full and the Credit Agreement was terminated on April 30, 1999.
4. ACQUISITIONS
On April 9, 1998, the Company commenced operations with the acquisition of
the TWI Systems (the "TWI Acquisition"). Unaudited pro forma summarized results
of operations for the
F-252
<PAGE> 397
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
(DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
(UNAUDITED)
Company for the three months ended March 31, 1998, assuming the TWI Acquisition
had been consummated on January 1, 1998 are as follows:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
1998
------------
<S> <C>
Revenues.................................................... $13,973
Costs and expenses.......................................... 13,531
-------
Operating income............................................ 442
Interest and other expenses................................. 4,954
=======
Net loss.................................................... $(4,512)
=======
</TABLE>
5. DEBT
Media maintained a credit agreement (the "Credit Agreement"). The aggregate
commitments under the Credit Agreement totaled $150,000, consisted of a $40,000
revolver, $60,000 Tranche A Term Loans and $50,000 Tranche B Term Loans. The
revolving credit facility and term loans were collateralized by a first lien
position on all present and future assets and members' interest of Media,
Louisiana and Tennessee. The Credit Agreement provided for interest at varying
rates based upon various borrowing options and the attainment of certain
financial ratios and for commitment fees of 1/2% on the unused portion of the
revolver. The effective interest rate for the quarter ended March 31, 1999 was
7.67%.
On April 9, 1998, $110,000 was borrowed under the Credit Agreement's
Tranche A and B Term Loans. On June 23, 1998, $7,500 was repaid resulting in
$102,500 of outstanding Tranche A and B Term Loans as of March 31, 1999.
On March 31, 1999, the Company had unrestricted use of the $40,000
revolver. No borrowings had been made by the Company through that date.
As required by the Credit Agreement, Media purchased an interest rate cap
agreement from Morgan Stanley Capital Services Inc., an affiliate of MSCP III.
The agreement effectively fixed or set a maximum LIBOR rate of 7.25% on bank
debt borrowings up to $100,000 through December 1999. As of March 31, 1999, the
fair value of the interest rate cap agreement was $0.
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 10%
senior discount notes due 2008 (the "Notes"), the Company will offer to
repurchase the Notes at a redemption price of 101% of Accreted Value (as defined
in the indenture) plus accrued interest.
6. RELATED PARTY TRANSACTIONS
In connection with the Acquisition, Media entered into an agreement with
Time Warner, pursuant to which Time Warner manages the Company's programming in
exchange for providing the Company access to certain Time Warner programming
arrangements. Management believes
F-253
<PAGE> 398
RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
(DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
(UNAUDITED)
that these programming rates made available through its relationship with Time
Warner are lower than the Company could obtain separately. Such volume rates
will not continue to be available after the Charter Transaction.
For the quarter ended March 31, 1999, the Company incurred approximately
$2,009 for programming services under this agreement. In addition, the Company
has incurred programming costs of approximately $713 for programming services
owned directly or indirectly by Time Warner entities for the quarter ended March
31, 1999.
The Company has utilized the law firm of one of its board members for
various ongoing legal matters. These fees totaled approximately $154 for the
quarter ended March 31, 1999.
7. EMPLOYEE BENEFIT PLAN
The Company sponsors a defined contribution plan that covers substantially
all employees (the "Plan"). The Plan provides for contributions from eligible
employees up to 15% of their compensation subject to a maximum limit as
determined by the Internal Revenue Service. 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 to change the amount of the
Company's matching contribution percentage. The Company matching contributions
approximated $38 for the quarter ended March 31, 1999.
F-254
<PAGE> 399
HELICON PARTNERS I, L.P. AND AFFILIATES
UNAUDITED CONDENSED COMBINED BALANCE SHEET
MARCH 31, 1999
<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents................................... $ 11,463,984
Receivables from subscribers................................ 1,619,055
Prepaid expenses and other assets........................... 2,866,831
Property, plant and equipment, net.......................... 88,723,374
Intangible assets and deferred costs, net................... 95,641,669
------------
Total assets........................................... $200,314,913
============
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Accounts payable.......................................... $ 6,318,658
Accrued expenses.......................................... 839,902
Subscriptions received in advance......................... 954,732
Accrued interest.......................................... 8,381,948
Due to principal owner.................................... 5,000,000
Senior secured notes...................................... 115,000,000
Loans payable to banks.................................... 120,264,288
Senior subordinated loans payable to banks................ 12,000,000
12% subordinated notes, net of unamortized discount of
$2,313,425............................................. 42,787,309
Redeemable partnership interests.......................... 18,708,097
Other notes payable....................................... 5,293,908
Due to affiliates, net.................................... 136,952
------------
Total liabilities...................................... 335,685,794
------------
Commitments
Partners' deficit:
Preferred limited partners................................ 8,824,491
Accumulated partners' deficit............................. (144,194,372)
Less capital contribution receivable...................... (1,000)
------------
Total partners' deficit................................ (135,370,881)
------------
Total liabilities and partners' deficit................ $200,314,913
============
</TABLE>
See accompanying notes to unaudited condensed combined financial statements.
F-255
<PAGE> 400
HELICON PARTNERS I, L.P. AND AFFILIATES
UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS
THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
1998 1999
----------- -----------
<S> <C> <C>
Revenues................................................... $18,348,297 $21,251,906
----------- -----------
Operating expenses:
Operating expenses....................................... 5,576,707 6,724,757
General and administrative expenses...................... 3,138,482 3,365,652
Marketing expenses....................................... 820,971 1,094,800
Depreciation and amortization............................ 5,774,012 6,828,410
Management fee charged by affiliate...................... 635,485 1,063,597
Corporate and other expenses............................. 63,751 90,977
----------- -----------
Total operating expenses.............................. 16,009,408 19,168,193
----------- -----------
Operating income......................................... 2,338,889 2,083,713
----------- -----------
Interest expense........................................... (6,844,969) (7,821,042)
Interest income............................................ 30,314 51,704
----------- -----------
(6,814,655) (7,769,338)
----------- -----------
Net loss................................................. ($4,475,766) ($5,685,625)
=========== ===========
</TABLE>
See accompanying notes to unaudited condensed combined financial statements.
F-256
<PAGE> 401
HELICON PARTNERS I, L.P. AND AFFILIATES
UNAUDITED CONDENSED COMBINED STATEMENTS OF
CHANGES IN PARTNERS' DEFICIT
THREE-MONTH PERIOD ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
PARTNERS' DEFICIT
PREFERRED ----------------------------- CAPITAL
LIMITED GENERAL CLASS A LIMITED CONTRIBUTION
PARTNERS PARTNER PARTNERS RECEIVABLE TOTAL
---------- ----------- --------------- ------------ -------------
<S> <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.................. 257,024 (2,570) (254,454) -- 0
Accretion of redeemable
partnership interests...... -- (24,542) (2,429,649) -- (2,454,191)
Net loss..................... -- (56,856) (5,628,769) -- (5,685,625)
---------- ----------- ------------- ------- -------------
Balance at March 31, 1999.... $8,824,491 $(1,073,930) $(143,120,442) $(1,000) $(135,370,881)
========== =========== ============= ======= =============
</TABLE>
See accompanying notes to unaudited condensed combined financial statements.
F-257
<PAGE> 402
HELICON PARTNERS I, L.P. AND AFFILIATES
UNAUDITED CONDENSED COMBINED STATEMENTS OF CASH FLOWS
THREE-MONTHS PERIOD ENDED MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
1998 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. ($4,475,766) ($5,685,625)
----------- -----------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................... 5,774,012 6,828,410
Amortization of debt discount and deferred financing
costs.................................................. 230,005 241,605
Gain on sale of equipment............................... (1,498) (6,000)
Change in operating assets and liabilities:
Decrease in receivables from subscribers.............. 285,217 39,303
(Increase) decrease in prepaid expenses and other
assets............................................... (756,438) 605,752
Increase in financing costs incurred.................. (37,500) (240,000)
Decrease in accounts payable and accrued expenses..... (1,125,646) (2,501,877)
Increase in subscriptions received in advance......... 137,562 135,169
Increase in accrued interest.......................... 4,356,122 4,639,494
----------- -----------
Total adjustments.................................. 8,861,836 9,741,856
----------- -----------
Net cash provided by operating activities.......... 4,386,070 4,056,231
----------- -----------
Cash flows from investing activities:
Purchases of property, plant and equipment................ (1,725,789) (3,229,629)
Proceeds from sale of equipment........................... 91,128 6,000
Cash paid for net assets of cable television systems
acquired................................................ -- (5,951,453)
Increase in intangible assets and deferred costs.......... (47,088) (172,593)
----------- -----------
Net cash used in investing activities.............. (1,681,749) (9,347,675)
----------- -----------
Cash flows from financing activities:
Proceeds from bank loans.................................. 1,000,000 12,000,000
Repayment of bank loans................................... (2,511) (2,633)
Repayment of other notes payable.......................... (307,889) (262,410)
Advances to affiliates.................................... (895,633) (2,596,997)
Repayments of advances to affiliates...................... 364,141 2,486,907
----------- -----------
Net cash provided by financing activities.......... 158,108 11,624,867
----------- -----------
Net increase in cash and cash equivalents.......... 2,862,429 6,333,423
Cash and cash equivalents at beginning of period............ 4,372,281 5,130,561
----------- -----------
Cash and cash equivalents at end of period.................. $ 7,234,710 $11,463,984
=========== ===========
Supplemental cash flow information:
Interest paid............................................. $ 2,258,842 $ 2,939,944
=========== ===========
Other non-cash items:
Acquisition of property, plant and equipment through
issuance of other notes payable........................ $ 17,686 $ 97,666
=========== ===========
</TABLE>
See accompanying notes to unaudited condensed combined financial statements.
F-258
<PAGE> 403
HELICON PARTNERS I, L.P AND AFFILIATES
NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS
MARCH 31, 1999
1. ORGANIZATION AND NATURE OF BUSINESS
Helicon Partners I, L.P. ("the Partnership") was organized as a limited
partnership on November 30, 1994 under the laws of the State of Delaware. On
April 8, 1996, Baum Investments, Inc. acquired a 1% general partnership interest
in the Partnership through an initial capital contribution of $1,500 and the
existing limited partners of The Helicon Group, L.P. ("THGLP"), formed in 1993,
exchanged their limited partnership interests in THGLP for all Class A Common
Limited Partnership Interests and Preferred Limited Partnership Interests in the
Partnership. As a result of this exchange, THGLP became 99% owned by the
Partnership. The Partnership now owns all of the limited partnership interests
in THGLP and Baum Investments, Inc. continues to be the general partner of THGLP
and to own a 1% general partnership interest in THGLP. The Partnership also owns
a 99% interest and THGLP a 1% interest in HPI Acquisition Co., LLC ("HPIAC"), a
Delaware limited liability company formed on February 7, 1996. The Company also
owns a 89% limited partnership interest and Baum Investments, Inc. a 1% general
partnership interest in Helicon OnLine, L. P. ("HOL"), a Delaware limited
partnership formed May 31, 1997. The Partnership, THGLP, HPIAC and HOL are
referred to collectively herein as the Company.
The Partnership operates in one business segment offering cable television
services in the states of Pennsylvania, West Virginia, North Carolina, South
Carolina, Louisiana, Vermont and New Hampshire, Georgia and Tennessee. The
Company also offers to customers advanced services, such as paging, cable modems
and private data network systems under the name of "Helicon Network Solutions",
as well as, dial up internet service in Pennsylvania and Vermont under the name
of "Helicon OnLine".
On March 22, 1999, the Partnership, Baum Investments, Inc. and all the
holders of partnership interests in the Partnership entered into a purchase
agreement by and among Charter Communications, Inc, Charter Communications, LLC
and Charter Helicon, LLC (collectively the "Charter Entities") providing for the
sale of all such partnership interests and Helicon Corp.'s interest in the
management agreements with THGLP and HPIAC to the Charter Entities. The sale
price is $550 million which amount will be reduced by any outstanding
indebtedness assumed by the Charter Entities.
In the opinion of management, the accompanying unaudited condensed combined
financial statements of the Partnership reflect all adjustments, consisting of
normal recurring accruals, necessary to present fairly the Partnership's
combined financial position as of March 31, 1999, and their results of
operations and cash flows for the three-month periods ended March 31, 1998 and
1999. The results of operations for the three-month period ended March 31, 1999
are not necessarily indicative of the results for a full year.
2. ACQUISITIONS
On December 31, 1998, HPIAC acquired the net assets of cable television
systems serving approximately 11,225 (unaudited) subscribers primarily in the
North Carolina community of Roanoke Rapids. The aggregate purchase price was
$26,063,284 including acquisition costs of $535,875 and was allocated to the net
assets acquired, which included property, equipment and intangible assets, based
on their estimated fair value.
On January 7, 1999, THGLP acquired the cable television systems, serving
approximately 4,350 (unaudited) subscribers in the North Carolina counties of
Carter, Johnson and Unicol. The
F-259
<PAGE> 404
HELICON PARTNERS I, L.P AND AFFILIATES
NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
aggregate purchase price was approximately $5,228,097 and was allocated to the
net assets acquired, which included property and equipment and intangible
assets.
On March 1, 1999, HPIAC acquired a cable television system serving
approximately 551 (unaudited) subscribers in the communities of Abbeville,
Donalds and Due West, South Carolina. The aggregate purchase price was
approximately $723,356 and was allocated to the net assets acquired, which
included property, equipment and intangible assets, based on their estimated
fair value.
The operating results relating to the above acquisitions, effective with
their acquisition dates, are included in the accompanying unaudited condensed
combined financial statements.
On April 6, 1999, the HPIAC acquired a cable television system serving
approximately 314 (unaudited) subscribers in the communities of Mentone and part
of DeKalb, Alabama. The aggregate purchase price was approximately $265,690 and
was allocated to the net assets acquired, which included property, equipment and
intangible assets, based on their estimated fair value.
3. 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").
The Facility is non-amortizing and is due January 5, 2003. Initial borrowings of
$7,000,000 under this Facility financed the acquisition of certain cable
television assets in North Carolina. On February 19, 1999, the Company borrowed
the remainder $5,000,000 available under the 1999 Credit Facility. Interest on
the $12,000,000 is payable at 11.5% per annum.
F-260
<PAGE> 405
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Accounts receivable, net of allowance for doubtful accounts
of $948 and $899, respectively............................ $ 13,949 $ 14,425
Receivables from affiliates................................. 5,038 5,623
Prepaid expenses............................................ 847 423
Other current assets........................................ 206 350
-------- --------
Total current assets.............................. 20,040 20,821
Intangible assets, net...................................... 240,567 255,356
Property and equipment, net................................. 225,682 218,465
Deferred income taxes....................................... 13,994 12,598
Investments and other non-current assets.................... 3,697 2,804
-------- --------
Total assets...................................... $503,980 $510,044
======== ========
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities.................... $ 19,030 $ 19,230
Deferred revenue............................................ 11,944 11,104
Payables to affiliates...................................... 3,057 3,158
-------- --------
Total current liabilities......................... 34,031 33,492
Note payable to InterMedia Partners IV, L.P. ............... 412,436 396,579
Deferred channel launch revenue............................. 3,900 4,045
-------- --------
Total liabilities................................. 450,367 434,116
-------- --------
Commitments and contingencies
Mandatorily redeemable preferred shares..................... 14,430 14,184
Equity...................................................... 39,183 61,744
-------- --------
Total liabilities and equity...................... $503,980 $510,044
======== ========
</TABLE>
See accompanying notes to the condensed combined financial statements.
F-261
<PAGE> 406
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>
THREE MONTHS ENDED
MARCH 31,
------------------
1999 1998
-------- -------
(UNAUDITED)
<S> <C> <C>
REVENUES
Basic and cable services.................................... $ 34,215 $30,103
Pay services................................................ 6,436 6,070
Other services.............................................. 7,637 5,961
-------- -------
48,288 42,134
COSTS AND EXPENSES
Program fees................................................ 11,598 9,616
Other direct expenses....................................... 4,763 4,177
Selling, general and administrative expenses................ 9,719 8,183
Management and consulting fees.............................. 781 781
Depreciation and amortization............................... 26,100 20,353
-------- -------
52,961 43,110
-------- -------
Loss from operations........................................ (4,673) (976)
-------- -------
OTHER INCOME (EXPENSE)
Interest expense............................................ (5,778) (6,734)
Interest and other income................................... 77 49
Other expense............................................... -- (24)
-------- -------
(5,701) (6,709)
-------- -------
Loss before income tax benefit.............................. (10,374) (7,685)
Income tax benefit.......................................... 1,396 1,595
-------- -------
NET LOSS.................................................... $ (8,978) $(6,090)
======== =======
</TABLE>
See accompanying notes to the condensed combined financial statements.
F-262
<PAGE> 407
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, 1998.................................. $ 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 (unaudited)........................................ (8,978)
Accretion for mandatorily redeemable preferred shares
(unaudited)............................................... (246)
Net cash distributions to parent (unaudited)................ (13,337)
--------
Balance at March 31, 1999 (unaudited)....................... $ 39,183
========
</TABLE>
See accompanying notes to the condensed combined financial statements.
F-263
<PAGE> 408
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>
THREE MONTHS ENDED
MARCH 31,
--------------------
1999 1998
-------- --------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $ (8,978) $ (6,090)
Adjustments to reconcile net loss to cash flows from
operating activities:
Depreciation and amortization.......................... 26,100 20,353
Loss on disposal of fixed assets....................... -- 4
Changes in assets and liabilities:
Accounts receivable.................................. 476 242
Receivables from affiliates.......................... 585 (1,092)
Prepaid expenses..................................... (424) (183)
Other current assets................................. 144 52
Deferred income taxes................................ (1,396) (1,595)
Investments and other non-current assets............. (893) 138
Accounts payable and accrued liabilities............. (713) (5,272)
Deferred revenue..................................... (220) 522
Payables to affiliates............................... (101) (53)
Accrued interest..................................... 5,532 6,505
Deferred channel launch revenue...................... 915 591
-------- --------
Cash flows from operating activities.............. 21,027 14,122
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment.................... (17,895) (18,069)
Intangible assets...................................... (120) (161)
-------- --------
Cash flows from investing activities.............. (18,015) (18,230)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (distributions) contributions to/from parent....... (13,337) 5,431
Net (repayments) borrowings of intercompany debt....... 10,325 (1,323)
-------- --------
Cash flows from financing activities.............. (3,012) 4,108
-------- --------
Net change in cash.......................................... -- --
-------- --------
CASH AT BEGINNING OF PERIOD................................. -- --
-------- --------
CASH AT END OF PERIOD....................................... $ -- $ --
======== ========
</TABLE>
See accompanying notes to the condensed combined financial statements.
F-264
<PAGE> 409
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
(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").
Specifically, ICP-IV and its affiliates have agreed to sell 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 to
exchange 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 will exchange 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 Charter Transactions are expected to close during the third or fourth
quarter of 1999. 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 Systems being sold or exchanged do not individually or collectively
comprise a separate legal entity. Accordingly, the accompanying condensed
combined financial statements have been carved-out from the historical
accounting records of InterMedia.
The accompanying unaudited interim condensed combined financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, certain footnote disclosures
have been condensed or omitted. In the management's opinion, the interim
unaudited combined financial statements reflect all adjustments (consisting of
only normal recurring adjustments) necessary for a fair presentation of the
Systems' financial position as of March 31, 1999 and their results of operations
and cash flows for the three months ended March 31, 1999 and 1998. The results
of operations and cash flows for the three months ended March 31, 1999 are not
necessarily indicative of results that may be expected for the year ending
December 31, 1999. These condensed combined financial statements should be read
in conjunction with the Systems' audited combined financial statements and notes
thereto for the year ended December 31, 1998.
CARVE-OUT METHODOLOGY
Throughout the periods covered by the condensed 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 1998 and 1999. For purposes of carving
out and excluding the results of operations and financial position of the
F-265
<PAGE> 410
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
NOTES TO CONDENSED COMBINED FINANCIAL
STATEMENTS (UNAUDITED) -- (CONTINUED)
(DOLLARS IN THOUSANDS)
Excluded Systems from the condensed 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.
As more fully described in Note 4 -- "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 3 -- "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 generated 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 condensed combined
financial statements present only the debt and related interest expense of RMG,
which is assumed and repaid by Charter pursuant to the Charter Transactions. See
Note 3 -- "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 condensed 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.
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
F-266
<PAGE> 411
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
NOTES TO CONDENSED COMBINED FINANCIAL
STATEMENTS (UNAUDITED) -- (CONTINUED)
(DOLLARS IN THOUSANDS)
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.
2. EXCHANGE OF CABLE PROPERTIES
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 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.
3. NOTE PAYABLE TO INTERMEDIA PARTNERS IV, L.P.
RMG's note payable to IP-IV consists of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------- ------------
<S> <C> <C>
Intercompany revolving credit facility, $1,200,000
commitment as of March 31, 1999, interest currently at
6.84% payable on maturity, matures December 31, 2006...... $412,436 $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 agreement ("IP-IV Term Loan", together with the IP-IV
Revolving Credit Facility, the "IP-IV Bank Facility") dated July 30, 1996.
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 6.84% during the three months
ended March 31, 1999.
Charter has an obligation to assume and repay RMG's intercompany revolving
credit facility pursuant to the Charter Transactions.
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%
F-267
<PAGE> 412
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
NOTES TO CONDENSED COMBINED FINANCIAL
STATEMENTS (UNAUDITED) -- (CONTINUED)
(DOLLARS IN THOUSANDS)
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.
4. 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.
InterMedia's management fees for the three months ended March 31, 1999 and 1998
amounted to $1,353, of which $781 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. During the three months ended March 31, 1999 and 1998, IMI administrative
fees charged to the Systems totaled $859 and $1,206, respectively. Receivables
from affiliates at March 31, 1999 and December 31, 1998 include $405 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.
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 three
months ended March 31, 1999 and 1998 amounted to $8,505 and $6,624,
respectively. Payables to affiliates include programming fees payable to the
AT&TBIS subsidiary of $2,846 and $2,918 at March 31, 1999 and December 31, 1998,
respectively.
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 fee 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 three months ended March 31, 1999 amounted to $90.
Receivables from affiliates at March 31, 1999 and December 31, 1998 include
$4,119 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
F-268
<PAGE> 413
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
NOTES TO CONDENSED COMBINED FINANCIAL
STATEMENTS (UNAUDITED) -- (CONTINUED)
(DOLLARS IN THOUSANDS)
include purchases and sales at cost of inventories used in construction of cable
plant. Receivables from affiliates at March 31, 1999 and December 31, 1998
include $514 and $2,134, respectively, of receivables from affiliated systems.
Payables to affiliates at March 31, 1999 and December 31, 1998 include $172 and
$208, respectively, of payables to affiliated systems.
5. COMMITMENTS AND CONTINGENCIES
The Systems are committed to provide cable television services under
franchise agreements with remaining terms of up to eighteen 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.
Under existing Tennessee laws and regulations, the Systems pay an Amusement
Tax in the form of a sales tax on programming service revenues generated in
Tennessee in excess of charges for the basic and expanded basic levels of
service. Under the existing statute, only the service charges or fees in excess
of the charges for the "basic cable" television service package are subject to
the Amusement Tax. Related regulations clarify the definition of basic cable to
include two tiers of service, which InterMedia's management and other operators
in Tennessee have interpreted to mean both the basic and expanded basic level of
services.
The Tennessee Department of Revenue ("TDOR") has proposed legislation which
would replace the Amusement Tax under the existing statute with a new sales tax
on all cable service revenues in excess of twelve dollars per month. The new tax
would be computed at a rate approximately equal to the existing effective tax
rate.
Unless InterMedia and other cable operators in Tennessee support the
proposed legislation, the TDOR has suggested that it would assess additional
taxes on prior years' expanded basic
F-269
<PAGE> 414
INTERMEDIA CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
INTERMEDIA CAPITAL PARTNERS IV, L.P.)
NOTES TO CONDENSED COMBINED FINANCIAL
STATEMENTS (UNAUDITED) -- (CONTINUED)
(DOLLARS IN THOUSANDS)
service revenues. The TDOR can issue an assessment for prior periods up to three
years. Management estimates that the amount of such an assessment for the
Systems, if made for all periods not previously audited, would be approximately
$5.4 million. InterMedia's management believes that it is possible but not
likely that the TDOR can make such an assessment and prevail in defending it.
InterMedia's management believes it has made a valid interpretation of the
current Tennessee statute and regulations and that it has properly determined
and paid all sales taxes due. InterMedia further believes that the legislative
history of the current statute and related regulations, as well as the TDOR's
history of not making assessments based on audits of prior periods, support
InterMedia's interpretation. InterMedia and other cable operators in Tennessee
are aggressively defending their past practices on calculation and payment of
the Amusement Tax and are discussing with the TDOR modifications to their
proposed legislation which would clarify the statute and would minimize the
impact of such legislation on the Systems' results of operations. See Note
8 -- Subsequent Events.
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.
6. 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 $333 during the three
months ended March 31, 1999 for advertisements provided by the Systems to
promoted 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 three months ended March 31, 1999 and 1998
the Systems amortized and recorded as other service revenues of $218 and $179,
respectively.
7. SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
Total accretion on RMG's Redeemable Preferred Stock for the three months
ended March 31, 1999 and 1998 amounted to $246 and $230, respectively.
8. SUBSEQUENT EVENT
In late May 1999, both Houses of the Tennessee legislature passed new
legislation which replaces the existing Amusement Tax with a new sales tax on
cable service revenues effective September 1, 1999. Under the new legislation,
all cable service revenues in excess of fifteen dollars are subject to tax at a
rate which approximates the existing tax rate. The new legislation reflects
certain amendments to the TDOR's proposed legislation described in Note 5 --
Commitments and Contingencies, including the change in the amount of cable
service revenues which are exempt from sales tax from twelve dollars per month
to fifteen dollars per month.
F-270
<PAGE> 415
RIFKIN CABLE INCOME PARTNERS, L. P.
BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
12/31/98 3/31/99
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents.................................. $ 65,699 $ 76,892
Customer accounts receivable, net of allowance for doubtful
accounts of $18,278 in 1998 and $6,406 in 1999........... 51,523 34,147
Other receivables.......................................... 133,278 100,057
Prepaid expenses and deposits.............................. 70,675 18,731
Property, plant and equipment, at cost:
Cable television transmission and distribution systems
and related equipment................................. 8,758,525 11,010,643
Land, buildings, vehicles and furniture and fixtures..... 623,281 449,299
----------- -----------
9,381,806 11,459,942
Less accumulated depreciation............................ (4,354,685) (293,664)
----------- -----------
Net property, plant and equipment..................... 5,027,121 11,166,278
Franchise costs and other intangible assets, net of
accumulated amortization of $2,033,405 in 1998 and
$281,821 in 1999......................................... 1,772,345 13,197,093
----------- -----------
Total assets..................................... $ 7,120,641 $24,593,198
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities................... $ 396,605 $ 299,110
Customer deposits and prepayments.......................... 126,212 102,492
Interest payable........................................... -- 3,231
Interpartnership debt...................................... 2,865,426 2,312,776
----------- -----------
Total liabilities................................ 3,388,243 2,717,609
Partners' equity:
General partner.......................................... 822,837 8,784,068
Limited partners......................................... 2,909,561 13,091,521
----------- -----------
Total partner's equity........................... 3,732,398 21,875,589
----------- -----------
Total liabilities and partners' equity........... $ 7,120,641 $24,593,198
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-271
<PAGE> 416
RIFKIN CABLE INCOME PARTNERS L.P.
STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
QUARTERS ENDED
------------------------
3/31/98 3/31/99
---------- ----------
<S> <C> <C>
REVENUE:
Service..................................................... $1,189,030 $1,249,886
Installation and other...................................... 76,220 101,437
---------- ----------
Total revenue..................................... 1,265,250 1,351,323
COSTS AND EXPENSES:
Operating expense........................................... 198,322 134,256
Programming expense......................................... 275,393 305,007
Selling, general and administrative expense................. 119,236 166,467
Depreciation................................................ 155,000 293,767
Amortization................................................ 50,072 281,548
Management fees............................................. 63,262 67,497
Loss on disposal of assets -- 8,578
---------- ----------
Total costs and expenses.......................... 861,285 1,257,120
---------- ----------
Operating income............................................ 403,965 94,203
Interest expense............................................ 98,537 55,708
---------- ----------
Net income.................................................. $ 305,428 $ 38,495
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-272
<PAGE> 417
RIFKIN CABLE INCOME PARTNERS L.P.
STATEMENT OF PARTNERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
---------- ----------- -----------
<S> <C> <C> <C>
Partners' equity, December 31, 1997.......... $ 263,171 $ 2,170,336 $ 2,433,507
Net income................................... 131,603 173,825 305,428
---------- ----------- -----------
Partners' equity, March 31, 1998............. 394,774 2,344,161 2,738,935
========== =========== ===========
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Partners' equity, December 31, 1998.......... 822,837 2,909,561 3,732,398
Partners' contribution....................... 7,944,340 10,160,356 18,104,696
Net income................................... 16,891 21,604 38,495
---------- ----------- -----------
Partners' equity March 31, 1999.............. $8,784,068 $13,091,521 $21,875,589
========== =========== ===========
</TABLE>
The partners' capital accounts for financial reporting purposes vary from
the tax capital accounts.
The accompanying notes are an integral part of the financial statements.
F-273
<PAGE> 418
RIFKIN CABLE INCOME PARTNERS L.P.
STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
QUARTERS ENDED
--------------------
3/31/98 3/31/99
-------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $305,428 $ 38,495
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 205,072 575,315
Amortization of deferred loan cost..................... 4,743 --
Loss on disposal of fixed assets....................... -- 8,578
Decrease in customer accounts receivables.............. 9,781 17,376
Decrease in other receivables.......................... 52,995 33,221
Decrease (increase) in prepaid expense and other....... (22,190) 51,944
Decrease in accounts payable and accrued liabilities... (46,448) (97,495)
Decrease in customer deposits and prepayment........... (15,329) (23,720)
Increase (decrease) in interest payable................ (4,924) 3,231
-------- ---------
Net cash provided by operating activities............ 489,128 606,945
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment................ (99,234) (44,602)
Proceeds from the sale of assets.......................... -- 1,500
-------- ---------
Net cash used in investing activities................ (99,234) (43,102)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from interpartnership debt....................... -- 55,000
Payments of long-term debt................................ (232,375) --
Payments of interpartnership debt......................... -- (607,650)
-------- ---------
Net cash used in financing activities................ (232,375) (552,650)
-------- ---------
Net increase in cash and cash equivalents................... 157,519 11,193
Cash and cash equivalents at beginning of period............ 381,378 65,699
-------- ---------
Cash and cash equivalents at end of period.................. $538,897 $ 76,892
======== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................................. $ 98,718 $ 52,350
======== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-274
<PAGE> 419
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 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.
Rifkin Cable Management Partners L.P., an affiliate of Rifkin & Associates,
Inc., is the general partner of the Partnership.
The Partnership Agreement (the "Agreement") establishes the respective
rights, obligations and interests of the partners. The Agreement provides that
net income or loss, certain capital events, and cash distributions (all as
defined in the Agreement) are generally allocated 43% to the general partner and
57% to the limited partners.
ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP
Effective December 31, 1998, InterLink Communications Partners, LLLP
("ICP") acquired 100% of the Partnership. This transaction was accounted for as
a purchase, as such, assets and liabilities were written up to their fair market
value. The December 31, 1998 audited financial statements represent the
Partnership just prior to this transaction. The March 31, 1999 unaudited
financial statements represent the new basis of accounting as property, plant
and equipment and franchise cost which were written up by $6,398,400 and
$11,701,600, respectively.
Accordingly, the March 31, 1999 unaudited financial statements of the
Partnership are not comparable to the December 31, 1998 audited financial
statements of the Partnership, which are based upon historic costs.
BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited. However, in
the opinion of management, the financial statements reflect all adjustments,
consisting of normal recurring adjustments, necessary for fair presentation in
accordance with generally accepted accounting principles applicable to interim
periods. The results of operations for the three months ended March 31, 1999 are
not necessarily indicative of the results that may be achieved for the full
fiscal year and cannot be used to indicate financial performance for the entire
year. The accompanying financial statements should be read in conjunction with
the December 31, 1998 audited financial statements of Rifkin Cable Income
Partners, L.P.
ACQUISITION BY CHARTER COMMUNICATIONS
On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interests to Charter Communications, Inc. ("Charter"). On April 26,
1999, ICP signed a definitive Purchase and Sale Agreement with Charter for the
sale of the individual partners' interest. ICP and Charter are expected to
complete the sale during the third quarter of 1999.
F-275
<PAGE> 420
RIFKIN CABLE INCOME PARTNERS L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. 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-276
<PAGE> 421
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash..................................................... $ 4,397,931 $ 2,324,892
Subscriber accounts receivable, net of allowance for
doubtful accounts of $286,228 in 1999 and $444,839
in 1998............................................. 1,438,418 1,932,140
Other receivables........................................ 3,743,948 5,637,771
Prepaid expenses and other............................... 1,479,094 2,398,528
Property, plant and equipment at cost:
Cable television transmission and distribution systems
and related equipment............................... 154,357,916 149,376,914
Land, building, vehicles and furniture and fixtures.... 7,895,440 7,421,960
------------ ------------
162,253,356 156,798,874
Less accumulated depreciation.......................... (39,125,222) (35,226,773)
------------ ------------
Net property, plant and equipment.............. 123,128,134 121,572,101
Franchise costs and other intangible assets, net of
accumulated amortization of $72,059,022 in 1999 and
$67,857,545 in 1998.................................... 176,785,191 183,438,197
------------ ------------
Total assets................................... $310,972,716 $317,303,629
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities................. $ 13,513,817 $ 11,684,594
Subscriber deposits and prepayments...................... 645,379 1,676,900
Interest payable......................................... 3,651,571 7,242,954
Deferred taxes payable................................... 7,405,000 7,942,000
Notes payable............................................ 226,575,000 224,575,000
------------ ------------
Total liabilities.............................. 251,790,767 253,121,448
Commitments:
Redeemable partners' interests........................... 16,732,480 10,180,400
Partners' capital (deficit):
General partner........................................ (2,860,031) (1,991,018)
Limited partners....................................... 44,916,743 55,570,041
Preferred equity interest.............................. 392,757 422,758
------------ ------------
Total partners' capital.................................. 42,449,469 54,001,781
------------ ------------
Total liabilities and partners' capital........ $310,972,716 $317,303,629
============ ============
</TABLE>
See accompanying notes to financial statements.
F-277
<PAGE> 422
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
REVENUE:
Service.................................................... $21,827,094 $20,535,417
Installation and other..................................... 2,190,189 1,470,093
----------- -----------
Total revenue.................................... 24,017,283 22,005,510
COSTS AND EXPENSES:
Operating expense.......................................... 3,461,852 3,546,468
Programming expense........................................ 5,396,599 4,941,131
Selling, general and administrative expense................ 3,380,966 2,748,970
Depreciation............................................... 4,010,219 3,625,474
Amortization............................................... 6,383,145 5,817,358
Management fees............................................ 840,605 770,193
Loss on disposal of assets................................. 76,798 260,912
----------- -----------
Total costs and expenses......................... 23,550,184 21,710,506
----------- -----------
Operating income........................................... 467,099 295,004
Gain on sale of Michigan assets............................ -- (5,989,846)
Interest expense........................................... 5,892,724 5,945,495
----------- -----------
Income (loss) before income taxes and cumulative effect of
accounting change........................................ (5,425,625) 339,355
Income tax benefit......................................... (537,000) (1,098,000)
----------- -----------
Income (loss) before cumulative effect of accounting
change................................................... (4,888,625) 1,437,355
Cumulative effect of accounting change for organizational
costs.................................................... 111,607 --
----------- -----------
Net income (loss).......................................... $(5,000,232) $ 1,437,355
=========== ===========
</TABLE>
See accompanying notes to financial statements.
F-278
<PAGE> 423
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1999 1998
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $(5,000,232) $ 1,437,355
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization........................ 10,393,364 9,442,832
Amortization of deferred loan cost................... 235,956 247,440
Gain on sale of Michigan assets...................... -- (5,989,846)
Loss on disposal of fixed assets..................... 76,798 260,912
Cumulative effect of accounting change for
organizational costs............................... 111,607 --
Deferred taxes benefit............................... (537,000) (1,098,000)
Decrease in subscriber accounts receivable........... 493,722 309,085
Decrease in other receivables........................ 1,893,823 593,691
Decrease (increase) in prepaid expenses and other.... 919,434 (205,882)
Increase (decrease) in accounts payable and accrued
liabilities........................................ 1,829,223 (900,090)
Increase (decrease) in subscriber deposits and
prepayment......................................... (1,031,521) 15,946
Decrease in interest payable......................... (3,591,383) (3,702,056)
----------- ------------
Net cash provided by operating activities....... 5,793,791 411,387
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of cable systems, net...................... (13,812) --
Additions to property, plant and equipment.............. (5,722,161) (6,727,584)
Additions to cable television franchises, net of
retirements and changes in other intangible assets... (63,890) (38,349)
Net proceeds from sale of Michigan assets............... -- 17,050,564
Net proceeds from the disposal of assets (other than
Michigan)............................................ 79,111 92,664
----------- ------------
Net cash provided by (used in) investing
activities................................... (5,720,752) 10,377,295
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term bank debt....................... 8,000,000 8,500,000
Payments of long term-bank debt......................... (6,000,000) (20,000,000)
----------- ------------
Net cash provided by (used in) financing
activities................................... 2,000,000 (11,500,000)
----------- ------------
NET INCREASE (DECREASE) IN CASH........................... 2,073,039 (711,318)
CASH AT BEGINNING OF QUARTER.............................. 2,324,892 1,902,555
----------- ------------
CASH AT END OF QUARTER.................................... $ 4,397,931 $ 1,191,237
=========== ============
</TABLE>
See accompanying notes to financial statements.
F-279
<PAGE> 424
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<CAPTION>
PREFERRED GENERAL LIMITED
EQUITY INTEREST PARTNER PARTNERS TOTAL
--------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Partners' capital (deficit) at
12/31/98......................... $422,758 $(1,991,018) $55,570,041 $54,001,781
Net loss for the quarter ended
3/31/99.......................... (30,001) (50,003) (4,920,228) (5,000,232)
Accretion of redeemable partners'
interest......................... -- (819,010) (5,733,070) (6,552,080)
-------- ----------- ----------- -----------
Partners' capital (deficit) at
3/31/99.......................... $392,757 $(2,860,031) $44,916,743 $42,449,469
======== =========== =========== ===========
Partners' capital (deficit) at
12/31/97......................... $276,243 $(1,885,480) $34,044,912 $32,435,675
Net income for the quarter ended
3/31/98.......................... 8,624 14,374 1,414,357 1,437,355
Accretion of redeemable partners'
interest......................... -- (140,880) (986,160) (1,127,040)
-------- ----------- ----------- -----------
Partners' capital (deficit) at
3/31/98.......................... $284,867 $(2,011,986) $34,473,109 $32,745,990
======== =========== =========== ===========
</TABLE>
See accompanying notes to financial statement.
F-280
<PAGE> 425
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Rifkin Acquisition Partners, L.P. ("RAP L.P.") was formed on December 16,
1988, pursuant to the laws of the State of Colorado, for the purpose of
acquiring and operating cable television (CATV) systems. On September 1, 1995,
RAP L.P. registered as a limited liability limited partnership, Rifkin
Acquisition Partners, L.L.L.P. (the "Partnership"), pursuant to the laws of the
State of Colorado. Rifkin Acquisition Management, L.P., was the general partner
of RAP L.P. and is the general partner of the Partnership ("General Partner").
The Partnership and its subsidiaries are hereinafter referred to on a
consolidated basis as the "Company".
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.
These statements have been completed in conformity with the SEC
requirements for unaudited consolidated financial statements for the Company and
does not contain all of the necessary footnote disclosures required for a fair
presentation of the balance sheets, statements of operations, of partners'
capital(deficit), and of cash flows in conformity with generally accepted
accounting principles. However, in the opinion of management, this data includes
all adjustments, consisting of normal recurring accruals necessary to present
fairly the Company's consolidated financial position at March 31, 1999, December
31, 1998 and March 31,1998, and its consolidated results of operations and cash
flows for the three months ended March 31, 1999 and 1998. The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of the results that may be achieved for the full fiscal year and
cannot be used to indicate financial performance for the entire year. The
consolidated financial statements should be read in conjunction with the
Company's annual consolidated financial statements and notes thereto included on
Form 10-K, No. 333-3084, for the year ended December 31, 1998.
2. SUBSEQUENT EVENT
On February 12, 1999, the Company signed a letter of intent for the
partners to sell their partnership interests to Charter Communications, Inc.
("Charter"). On April 26, 1999, the Company signed a definitive Purchase and
Sale Agreement with Charter for the sale of the individual partners' interest.
Subsequently, Charter assigned this contract to Charter Communications Holdings,
LLC (CCH). The company and CCH are expected to complete the sale during the
third quarter of 1999.
3. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT
Effective January 1, 1999, the Company adopted the Accounting Standards
Executive Committee's Statement of Position (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 organization costs capitalized in prior years along with
the accumulated amortization, resulting in the recognition of a cumulative
effect of accounting change loss of $111,607.
4. RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the 1998 Consolidated Statement
of Operations to conform with the Audited Consolidated Statement of Operations
for the year ended December 31, 1998.
F-281
<PAGE> 426
RIFKIN ACQUISITION PARTNERS, L.L.L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. SENIOR SUBORDINATED NOTES
On January 26, 1996, the Company and its wholly-owned subsidiary, Rifkin
Acquisition Capital Corp (RAC), co-issued a $125 million aggregate principal
amount 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 in cash,
semi-annually on January 15 and July 15 of each year, commencing on July 15,
1996. 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. In addition, at
any time on or prior to January 15, 1999, the Issuers, at their option, were
allowed to redeem up to 25% of the principle amount of the notes issued to
institutional investors of not less than $25 million. Such redemption did not
take place. The Senior Subordinated Notes had a balance of $125 million at March
31, 1999 and 1998.
F-282
<PAGE> 427
INDIANA CABLE ASSOCIATES, LTD.
BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
3/31/99
-----------
<S> <C>
ASSETS (PLEDGED)
Cash and cash equivalents................................... $ 111,665
Customer accounts receivable, less allowance for doubtful
accounts of $2,017........................................ 64,223
Other receivables........................................... 163,272
Prepaid expenses and deposits............................... 39,535
Property, plant and equipment:
Buildings................................................. 19,155
Transmission and distribution systems and related
equipment.............................................. 11,238,219
Office furniture and equipment............................ 57,153
Spare parts and construction inventory.................... 742,022
-----------
12,056,549
Less accumulated depreciation............................. 351,158
-----------
Net property, plant and equipment...................... 11,705,391
Other assets, less accumulated amortization................. 20,799,833
-----------
Total assets...................................... $32,883,919
===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities.................. $ 687,332
Customer prepayments...................................... 23,157
Interest payable.......................................... 20,644
Interpartnership debt..................................... 9,513,888
-----------
Total liabilities................................. 10,245,021
Partners' equity:
General partner........................................... 789,862
Limited partner........................................... 21,849,036
-----------
Total partners' equity...................................... 22,638,898
-----------
Total liabilities and partners' equity............ $32,883,919
===========
</TABLE>
See accompanying notes.
F-283
<PAGE> 428
INDIANA CABLE ASSOCIATES, LTD.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<S> <C> <C>
</TABLE>
<TABLE>
THREE MONTHS ENDED
------------------------
3/31/98 3/31/99
---------- ----------
<S> <C> <C>
REVENUE:
Service..................................................... $1,828,568 $1,885,201
Installation and other...................................... 171,518 216,944
---------- ----------
Total revenue..................................... 2,000,086 2,102,145
COSTS AND EXPENSES:
Operating expense........................................... 322,881 212,173
Programming expense......................................... 452,606 465,569
Selling, general and administrative expense................. 263,679 285,549
Depreciation................................................ 128,089 351,257
Amortization................................................ 178,279 1,034,849
Management fees............................................. 100,004 105,103
Loss on disposal of assets.................................. 24,924 8,897
---------- ----------
Total costs and expenses.......................... 1,470,462 2,463,397
---------- ----------
Operating income (loss)..................................... 529,624 (361,252)
Interest expense............................................ 293,941 203,002
---------- ----------
Net income (loss)........................................... $ 235,683 $ (564,254)
========== ==========
</TABLE>
See accompanying notes.
F-284
<PAGE> 429
INDIANA CABLE ASSOCIATES, LTD.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<S> <C> <C>
</TABLE>
<TABLE>
THREE MONTHS ENDED
----------------------
3/31/98 3/31/99
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 235,683 $(564,254)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation........................................... 128,089 351,257
Amortization........................................... 178,279 1,034,849
Amortization of deferred loan costs.................... 6,947 --
Loss on disposal of assets............................. 24,924 8,897
Decrease in customer accounts receivable............... 20,138 21,572
Decrease in other receivables.......................... 52,089 131,751
Decrease in prepaid expenses and deposits.............. 126 113,040
Increase (decrease) in accounts payable and accrued
liabilities........................................... 14,651 (210,441)
Increase (decrease) in customer prepayments............ 633 (24,301)
Increase (decrease) in interest payable................ (1,448) 20,644
--------- ---------
Net cash provided by operating activities......... 660,111 883,014
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................ (142,080) (787,226)
--------- ---------
Net cash used in investing activities............. (142,080) (787,226)
Cash flows from financing activities:
Proceeds from long-term debt.............................. 150,000 --
Payments of long-term debt................................ (400,000) --
Payments of interpartnership debt......................... -- (92,742)
Deferred loan cost........................................ (934) --
--------- ---------
Net cash used in financing activities............. (250,934) (92,742)
--------- ---------
Net increase in cash and cash equivalents................... 267,097 3,046
Cash and cash equivalents at beginning of period............ 82,684 108,619
--------- ---------
Cash and cash equivalents at end of period.................. $ 349,781 $ 111,665
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................................. $ 288,442 $ 182,358
========= =========
</TABLE>
See accompanying notes.
F-285
<PAGE> 430
INDIANA CABLE ASSOCIATES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited.
However, in the opinion of management, the financial statements reflect all
adjustments, consisting of normal recurring adjustments, necessary for fair
presentation in accordance with generally accepted accounting principles
applicable to interim periods. Interim results of operations are not indicative
of results for the full year. The accompanying financial statements should be
read in conjunction with the audited consolidated financial statements of
Indiana Cable Associates, L.P. (the "Partnership").
2. ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP
InterLink Communications Partners, LLLP ("ICP") agreed to purchase all of
the Partnership interests as of December 31, 1998, for a total purchase price of
approximately $32,693,781. The acquisition of the Partnership by ICP was
accounted for as a purchase and a new basis of accounting was established
effective January 1, 1999. The new basis resulted in assets and liabilities
being recorded at their fair market value resulting in an increase in property,
plant, and equipment and franchise costs of $6,952,385 and $16,751,653,
respectively. Accordingly, the 1999 interim unaudited financial statements are
not comparable to the 1998 interim unaudited financial statements of the
Partnership, which are based on historical costs.
3. DEBT
On December 30, 1998, the Partnership obtained an interpartnership loan
agreement with ICP. Borrowings under the interpartnership loan, as well as
interest and principal payments are due at the discretion of the management of
ICP. The balance of the interpartnership loan at March 31, 1999 was $9,513,888.
The interest rate was 8.5% on March 31, 1999.
4. ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC
On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interests to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive Purchase and Sale Agreement with Charter
for the sale of the individual partners' interest. ICP and Charter are expected
to complete the sale during the third quarter of 1999.
F-286
<PAGE> 431
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
3/31/99
ASSETS (PLEDGED) ------------
<S> <C>
Cash and cash equivalents................................... $ 886,775
Customer accounts receivable, less allowance for doubtful
accounts of $15,315....................................... 225,562
Other receivables........................................... 1,108,404
Prepaid expenses and deposits............................... 198,634
Property, plant and equipment:
Transmission and distribution system and related
equipment................................................. 23,861,716
Office furniture and equipment.............................. 244,959
Construction in process and spare parts inventory........... 1,000,389
------------
25,107,064
Less accumulated depreciation............................... 689,851
------------
Net property, plant and equipment................. 24,417,213
Other assets, less accumulated amortization................. 76,223,185
------------
Total assets...................................... $103,059,773
============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities.................... $ 2,464,391
Interest payable............................................ 42,298
Customer prepayments........................................ 493,169
Interpartnership debt....................................... 30,272,414
------------
Total liabilities................................. 33,272,272
Partners' equity:
General partner........................................... 635,124
Limited partner........................................... 62,898,936
Special limited partner................................... 6,253,441
------------
Total partners' equity...................................... 69,787,501
------------
Total liabilities and partners' equity............ $103,059,773
============
</TABLE>
See accompanying notes.
F-287
<PAGE> 432
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<S> <C> <C>
</TABLE>
<TABLE>
THREE MONTHS ENDED
-------------------------
3/31/98 3/31/99
---------- -----------
<S> <C> <C>
REVENUES:
Service..................................................... $4,621,902 $ 5,199,389
Installation and other...................................... 759,252 946,223
---------- -----------
5,381,154 6,145,612
COSTS AND EXPENSES:
Operating expense........................................... 1,178,431 1,018,808
Programming expense......................................... 1,257,362 1,267,120
Selling, general and administrative expense................. 912,931 1,074,086
Depreciation................................................ 543,852 692,889
Amortization................................................ 322,652 6,231,423
Management fees............................................. 215,246 245,824
Loss on disposal of assets.................................. 17,917 138,643
---------- -----------
Total costs and expenses.......................... 4,448,391 10,668,793
---------- -----------
Operating income (loss)..................................... 932,763 (4,523,181)
Interest expense............................................ 637,986 607,692
---------- -----------
Net income (loss)........................................... $ 294,777 $(5,130,873)
========== ===========
</TABLE>
See accompanying notes.
F-288
<PAGE> 433
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<S> <C> <C>
</TABLE>
<TABLE>
THREE MONTHS ENDED
--------------------------
3/31/98 3/31/99
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................ $ 294,777 $(5,130,873)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation.......................................... 543,852 692,889
Amortization.......................................... 322,652 6,231,423
Amortization of deferred loan cost.................... 22,329 --
Loss on disposal of assets............................ 17,917 138,643
Decrease in customer accounts receivable.............. 172,099 229,777
Decrease (increase) in other receivables.............. (61,849) 583,189
Decrease (increase) in prepaid expenses and
deposits............................................ (11,708) 194,388
Increase in accounts payable and accrued
liabilities......................................... 454,505 107,851
Decrease in customer prepayments...................... (200,756) (197,196)
Increase (decrease) in interest payable............... (10,308) 42,298
----------- -----------
Net cash provided by operating activities........ 1,543,510 2,892,389
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment............... (2,326,765) (1,619,609)
Additions to other assets, net of refranchises........... (117,090) (135,252)
Proceeds from the sale of assets......................... 4,442 20,530
----------- -----------
Net cash used in investing activities............ (2,439,413) (1,734,331)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt............................. 2,900,000 --
Payments of long-term debt............................... (1,900,000) --
Payments of interpartnership debt........................ -- (950,022)
Deferred loan costs...................................... (132,727) --
----------- -----------
Net cash provided by (used in) financing
activities.................................... 1,000,000 (950,022)
----------- -----------
Net increase in cash and cash equivalents.................. 104,097 208,036
Cash and cash equivalents at beginning of period........... 362,619 678,739
----------- -----------
Cash and cash equivalents at end of period................. $ 466,716 $ 886,775
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................................ $ 617,214 $ 565,395
=========== ===========
</TABLE>
See accompanying notes.
F-289
<PAGE> 434
R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, the financial statements reflect all adjustments,
consisting of normal recurring adjustments, necessary for fair presentation in
accordance with generally accepted accounting principles applicable to interim
periods. Interim results of operations are not indicative of results for the
full year. The accompanying financial statements should be read in conjunction
with the audited consolidated financial statements of R/N South Florida Cable
Management Limited Partnership (the "Partnership").
2. ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP
InterLink Communications Partners, LLLP ("ICP") agreed to purchase all of
the Partnership interests as of December 31, 1998, for a total purchase price of
approximately $105,447,622. The acquisition of the Partnership by ICP was
accounted for as a purchase and a new basis of accounting was established
effective January 1, 1999. The new basis resulted in assets and liabilities
being recorded at their fair market value resulting in a increase in property,
plant, and equipment and franchise costs of $4,986,298 and $77,273,596,
respectively. Accordingly, the 1999 interim unaudited financial statements are
not comparable to the 1998 interim unaudited financial statements of the
Partnership, which are based on historical costs.
3. DEBT
On December 30, 1998, the Partnership obtained an interpartnership loan
agreement with ICP. Borrowings under the interpartnership loan, as well as
interest and principal payments are due at the discretion of the management of
ICP. The balance of the interpartnership loan at March 31, 1999 was $30,272,414.
The interest rate at March 31, 1999 was 8.5%
4. ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC
On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interests to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive Purchase and Sale Agreement with Charter
for the sale of the individual partners' interest. ICP and Charter are expected
to complete the sale during the third quarter of 1999.
F-290
<PAGE> 435
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Managers
of Avalon Cable LLC
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, changes in members' interest and
cash flows present fairly, in all material respects, the financial position of
Avalon Cable LLC and its subsidiaries (the "Company") at December 31, 1997 and
1998 and the results of their operations, changes in members' interest and their
cash flows for the period from September 4, 1997 (inception), through December
31, 1997 and for the year ended December 31, 1998 in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on the financial statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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.
PRICEWATERHOUSECOOPERS LLP
New York, New York
March 30, 1999, except for Note 12,
as to which the date is May 13, 1999
F-291
<PAGE> 436
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash........................................................ $ 9,288 $ --
Subscriber receivables, less allowance for doubtful accounts
of $943................................................... 5,862 --
Accounts receivable-affiliate............................... 124 --
Deferred income taxes....................................... 479 --
Prepaid expenses and other current assets................... 580 504
-------- ----
Total current assets........................................ 16,333 504
Property, plant and equipment, net.......................... 111,421 --
Intangible assets, net...................................... 462,117 --
Other assets................................................ 227 --
-------- ----
Total assets................................................ $590,098 $504
======== ====
LIABILITIES AND MEMBERS' INTEREST
CURRENT LIABILITIES:
Current portion of notes payable............................ $ 20 $ --
Accounts payable and accrued expenses....................... 11,646 --
Accounts payable, net-affiliate............................. 2,023 500
Advance billings and customer deposits...................... 3,171 --
-------- ----
Total current liabilities................................... 16,860 500
Note payable, net of current portion........................ 402,949 --
Note payable-affiliate...................................... 3,341 --
Deferred income taxes....................................... 1,841 --
-------- ----
Total liabilities........................................... 424,991 500
-------- ----
Minority interest........................................... 13,855 --
Commitments and contingencies (Note 10)
MEMBERS' INTEREST:
Members' capital............................................ 166,630 --
Accumulated earnings (deficit).............................. (15,378) 4
-------- ----
Total member's interest..................................... 151,252 4
-------- ----
Total liabilities and member's interest..................... $590,098 $504
======== ====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-292
<PAGE> 437
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE YEAR SEPTEMBER 4, 1997
ENDED (INCEPTION) THROUGH
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
REVENUE:
Basic services.......................................... $ 14,976 $--
Premium services........................................ 1,468 --
Other................................................... 1,743 --
-------- --
Total revenues.......................................... 18,187 --
Operating expenses:
Selling, general and administrative..................... 4,207 --
Programming............................................. 4,564 --
Technical and operations................................ 1,951 --
Depreciation and amortization........................... 8,183 --
-------- --
Loss from operations.................................... (718) --
Other income (expense):
Interest income......................................... 173 4
Interest expense........................................ (8,223) --
Other expense, net...................................... (65) --
-------- --
Income (loss) before income taxes....................... (8,833) 4
Provision for income taxes.............................. (186) --
-------- --
Income (loss) before minority interest and extraordinary
item.................................................. (9,019) 4
Minority interest in consolidated entity................ (398) --
-------- --
Income (loss) before the extraordinary loss on early
extinguishment of debt................................ (9,417) 4
Extraordinary loss on early extinguishment of debt...... (5,965) --
-------- --
Net income (loss)....................................... $(15,382) $4
======== ==
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-293
<PAGE> 438
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' INTEREST
FROM THE PERIOD FROM SEPTEMBER 4, 1997 (INCEPTION) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
CLASS A CLASS B-1 ACCUMULATED TOTAL
-------------------- ------------------ EARNINGS MEMBERS'
UNITS $ UNITS $ (DEFICIT) INTEREST
--------- -------- ------- -------- ----------- --------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net income for the period from
September 4, 1997 through
December 31, 1997............. -- $ -- -- $ -- $ 4 $ 4
Issuance of Class A units....... 45,000 45,000 -- -- -- 45,000
Issuance of Class B-1 units in
consideration for Avalon Cable
of New England LLC............ -- -- 64,696 4,345 -- 4,345
Contribution of assets and
liabilities of Avalon Cable of
Michigan Inc.................. -- -- 510,994 117,285 -- 117,285
Net loss for the year ended
December 31, 1998............. -- -- (15,382) (15,382)
------ ------- ------- -------- -------- --------
Balance at December 31, 1998.... 45,000 $45,000 575,690 $121,630 $(15,378) $151,252
====== ======= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-294
<PAGE> 439
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR SEPTEMBER 31, 1997
ENDED (INCEPTION)
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $ (15,382) $ 4
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization........................... 8,183 --
Deferred income taxes, net.............................. 1,010 --
Extraordinary loss on extinguishment of debt............ 5,965 --
Provision for loss on accounts receivable............... 75 --
Minority interest in consolidated entity................ 398 --
Accretion of senior discount notes...................... 1,083 --
Changes in operating assets and liabilities Increase in
subscriber receivables................................ (1,679)
Increase in accounts receivable-affiliates.............. (124) --
Increase in prepaid expenses and other current assets... (76) (4)
Increase in accounts payable and accrued expenses....... 4,863 --
Increase in accounts payable-affiliates................. 1,523 --
Increase in advance billings and customer deposits...... 1,684 --
Change in Other, net.................................... (227) --
--------- ---
Net cash provided by operating activities............... 7,296 --
--------- ---
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................... (11,468) --
Acquisitions, net of cash acquired...................... (554,402) --
--------- ---
Net cash used in investing activities................... (565,870) --
--------- ---
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of credit facility............... 265,888 --
Principal payment on credit facility.................... (125,013) --
Proceeds from issuance of senior subordinated debt...... 150,000 --
Proceeds from issuance of note payable-affiliate........ 3,341 --
Proceeds from issuance of senior discount notes......... 110,411 --
Proceeds from other notes payable....................... 600 --
Payments for debt issuance costs........................ (3,995) --
Contribution by members................................. 166,630 --
--------- ---
Net cash provided by financing activities............... 567,862 --
Increase in cash........................................ 9,288 --
Cash, beginning of period............................... -- --
--------- ---
Cash, end of period..................................... $ 9,288 $--
========= ===
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest................ $ 3,480 $--
========= ===
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-295
<PAGE> 440
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Avalon Cable LLC ("Avalon"), and its wholly owned subsidiaries Avalon Cable
Holdings Finance, Inc. ("Avalon Holdings Finance") and Avalon Cable of Michigan
LLC ("Avalon Michigan"), were formed in October 1998, pursuant to the laws of
the State of Delaware, as a wholly owned subsidiary of Avalon Cable of New
England Holdings, Inc. ("Avalon New England Holdings").
On November 6, 1998, Avalon New England Holdings contributed its 100%
interest in Avalon Cable of New England LLC ("Avalon New England") to Avalon in
exchange for a membership interest in Avalon. This contribution was between
entities under common control and was accounted for similar to a
pooling-of-interests. Under this pooling-of-interests method, the results of
operations for Avalon include the results of operations from the date of
inception (September 4, 1997) of Avalon New England. On that same date, Avalon
received $63,000 from affiliated entities, which was comprised of (i) a $45,000
capital contribution by Avalon Investors, LLC ("Avalon Investors") and (ii) a
$18,000 promissory note from Avalon Cable Holdings LLC ("Avalon Holdings"),
which was used to make a $62,800 cash contribution to Avalon New England.
The cash contribution received by Avalon New England was used to (i)
extinguish existing indebtedness of $29,600 and (ii) fund a $33,200 loan to
Avalon Holdings Finance which matures on December 31, 2001.
On December 10, 1998, Avalon received a dividend distribution from Avalon
New England in the amount of $18,206, which was used by Avalon to pay off the
promissory note payable to Avalon Holdings, plus accrued interest.
Avalon Cable of Michigan, Inc. was formed in June 1998, pursuant to the
laws of the state of Delaware, as a wholly owned subsidiary of Avalon Cable of
Michigan Holdings, Inc. ("Michigan Holdings".) On June 3, 1998, Avalon Cable of
Michigan, Inc. entered into an Agreement and Plan of Merger (the "Agreement")
among Avalon Cable of Michigan, Inc., Michigan Holdings and Cable Michigan, Inc.
("Cable Michigan"), pursuant to which Avalon Cable of Michigan, Inc. will merge
into Cable Michigan and Cable Michigan will become a wholly owned subsidiary of
Michigan Holdings (the "Merger"). As part of the Merger, the name of the company
was changed to Avalon Cable of Michigan, Inc.
In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of Cable Michigan outstanding prior
to the effective time of the Merger (other than treasury stock shares owned by
Michigan Holdings or its subsidiaries, or shares as to which dissenters' rights
have been exercised) shall be converted into the right to receive $40.50 in cash
(the "Merger Consideration"), subject to certain possible closing adjustments.
In conjunction with the acquisition of Cable Michigan, Avalon Cable of
Michigan, Inc. acquired Cable Michigan's 62% ownership interest in Mercom, Inc.
("Mercom").
F-296
<PAGE> 441
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On November 6, 1998, Avalon Cable of Michigan, Inc. completed its Merger.
The total consideration payable in conjunction with the Merger, including fees
and expenses is $431,629, including repayment of all existing Cable Michigan
indebtedness and accrued interest of $135,205. Subsequent to the Merger, the
arrangements with RCN and CTE for certain support services were terminated. The
Agreement also permitted Avalon Cable of Michigan, Inc. to agree to acquire the
remaining shares of Mercom that it did not own.
Michigan Holdings contributed $137,375 in cash to Avalon Cable of Michigan,
Inc., which was used to consummate the Merger. On November 5, 1998, Michigan
Holdings received $105,000 in cash in exchange for promissory notes to lenders
(the "Bridge Agreement"). On November 6, 1998, Michigan Holdings contributed the
proceeds received from the Bridge Agreement and an additional $35,000 in cash to
Avalon Cable of Michigan Inc. in exchange for 100 shares of common stock.
On March 26, 1999, Avalon completed a series of transactions to facilitate
certain aspects of its financing between affiliated entities under common
control. As a result of these transactions:
- Avalon Cable of Michigan Inc. contributed its assets and liabilities
excluding deferred tax liabilities, net to Avalon in exchange for an
approximate 88% voting interest in Avalon. Avalon contributed these
assets and liabilities to its wholly-owned subsidiary, Avalon Cable of
Michigan.
- Avalon Michigan has become the operator of the Michigan cluster replacing
Avalon Cable of Michigan, Inc.
- Avalon Michigan is an obligor on the Senior Subordinated Notes replacing
Avalon Cable of Michigan, Inc., and
- Avalon Cable of Michigan, Inc. is a guarantor of the obligations of
Avalon Michigan under the Senior Subordinated Notes. Avalon Cable of
Michigan, Inc. does not have significant assets, other than its
investment in Avalon.
- Avalon is an obligor on the Senior Discount Notes replacing Avalon Cable
of Michigan Holdings, Inc.
As a result of the reorganization between entities under common control,
Avalon accounted for the reorganization similar to a pooling-of-interests. Under
the pooling-of-interests method, the results of operations for Avalon include
the results of operations from the date of inception (June 2, 1998) inception of
Avalon Cable of Michigan, Inc. and the date of acquisition of the completed
acquisitions.
Avalon New England and Avalon Michigan provide cable service to the western
New England area and the state of Michigan, respectively. Avalon cable systems
offer customer packages of basic and premium cable programming services which
are offered at a per channel charge or are packaged together to form a tier of
services offered at a discount from the combined channel rate. Avalon cable
systems also provide premium cable services to their customers for an extra
monthly charge. Customers generally pay initial connection charges and fixed
monthly fees for cable programming and premium cable services, which constitute
the principal sources of revenue for Avalon.
Avalon Holdings Finance was formed for the sole purpose of facilitating
financings associated with the acquisitions of various cable operating
companies. Avalon Holdings Finance conducts no other activities.
F-297
<PAGE> 442
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements of Avalon and its subsidiaries,
include the accounts of Avalon and its wholly owned subsidiaries, Avalon New
England, Avalon Michigan and Avalon Holdings Finance (collectively, the
"Company"). All significant transactions between Avalon and its subsidiaries
have been eliminated.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and use
assumptions that affect the reported amounts of assets and liabilities and the
disclosure for contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reported period. Actual results may vary from estimates used.
Revenue recognition
Revenue is recognized as cable services are provided. Installation fee
revenue is recognized in the period in which the installation occurs to the
extent that direct selling costs meet or exceed installation revenues.
Advertising costs
Advertising costs are charged to operations as incurred. Advertising costs
were $82 for the year ended December 31, 1998.
Concentration of credit risk
Financial instruments which potentially expose the Company to a
concentration of credit risk include cash and subscriber and other receivables.
The Company had cash in excess of federally insured deposits at financial
institutions at December 31, 1998. The Company does not believe that such
deposits are subject to any unusual credit risk beyond the normal credit risk
associated with operating its business. The Company extends credit to customers
on an unsecured basis in the normal course of business. The Company maintains
reserves for potential credit losses and such losses, in the aggregate, have not
historically exceeded management's expectations. The Company's trade receivables
reflect a customer base centered in the state of Michigan and New England. The
Company routinely assesses the financial strength of its customers; as a result,
concentrations of credit risk are limited.
Property, plant and equipment
Property, plant and equipment is stated at its fair value for items
acquired from Cable Michigan, historical cost for the minority interests share
of Mercom property, plant and equipment and cost for additions subsequent to the
merger. Initial subscribers installation costs, including materials, labor and
overhead costs, are capitalized as a component of cable plant and equipment. The
cost of disconnection and reconnection are charged to expense when incurred.
F-298
<PAGE> 443
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Depreciation is computed for financial statement purposes using the
straight-line method based upon the following lives:
<TABLE>
<S> <C>
Vehicles.................................................... 5 years
Cable plant and equipment................................... 5-12 years
Office furniture and equipment.............................. 5-10 years
Buildings and improvements.................................. 10-25 years
</TABLE>
Intangible assets
Intangible assets represent the estimated fair value of cable franchises
and goodwill resulting from acquisitions. Goodwill is the excess of the purchase
price over the fair value of the net assets acquired, determined through an
independent appraisal. Deferred financing costs represent direct costs incurred
to obtain long-term financing and are amortized to interest expense over the
term of the underlying debt utilizing the effective interest method.
Amortization is computed for financial statement purposes using the
straight-line method based upon the anticipated economic lives:
<TABLE>
<S> <C>
Cable franchises............................................ 13-15 years
Goodwill.................................................... 15 years
Non-compete agreement....................................... 5 years
</TABLE>
Accounting for impairments
The Company follows the provisions of Statement of Financial Accounting
Standards No. 121 -- "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121").
SFAS 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, the Company
estimates the net future cash flows expected to result from the use of the asset
and its eventual disposition. If the sum of the expected net future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized. Measurement of an impairment loss
for long-lived assets and identifiable intangibles expected to be held and used
is based on the fair value of the asset.
No impairment losses have been recognized by the Company pursuant to SFAS
121.
Financial instruments
The Company estimates that the fair value of all financial instruments at
December 31, 1998 does not differ materially from the aggregate carrying values
of its financial instruments recorded in the accompanying balance sheet. The
fair value of the notes payable-affiliate are considered to be equal to carrying
values since the Company believes that its credit risk has not changed from the
time this debt instrument was executed and therefore, would obtain a similar
rate in the current market.
Income taxes
The Company is not subject to federal and state income taxes since the
income or loss of the Company is included in the tax returns of Avalon Cable of
Michigan, Inc. and the Company's
F-299
<PAGE> 444
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
minority partners. However, Mercom, its majority-owned subsidiary is subject to
taxes that are accounted for using Statement of Financial Accounting Standards
No. 109 -- "Accounting for Income Taxes". The statement requires the use of an
asset and liability approach for financial reporting purposes. The asset and
liability approach requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary differences
between financial reporting basis and tax basis of assets and liabilities. If it
is more likely than not that some portion or all of a deferred tax asset will
not be realized, a valuation allowance is recognized.
3. MEMBERS' CAPITAL
Avalon has authorized two classes of equity units; class A units ("Class A
Units") and class B units ("Class B Units") (collectively, the "Units"). Each
class of the Units represents a fractional part of the membership interests in
Avalon and has the rights and obligations specified in Avalon's Limited
Liability Company Agreement. Each Class B Unit is entitled to voting rights
equal to the percentage such units represents of the aggregate number of
outstanding Class B Units. The Class A Units are not entitled to voting rights.
Class A Units
The Class A Units are participating preferred equity interests. A preferred
return accrues annually (the Company's "Preferred Return") on the initial
purchase price (the Company's "Capital Value") of each Class A Unit at a rate of
15, or 17% under certain circumstances, per annum. The Company cannot pay
distributions in respect of other classes of securities including distributions
made in connection with a liquidation until the Company's Capital Value and
accrued Preferred Return in respect of each Class A Unit is paid to the holders
thereof (such distributions being the Company's "Priority Distributions"). So
long as any portion of the Company's Priority Distributions remains unpaid, the
holders of a majority of the Class A Units are entitled to block certain actions
by the Company including the payment of certain distributions, the issuance of
senior or certain types of pari passu equity securities or the entering into or
amending of certain related-party agreements. In addition to the Company's
Priority Distributions, each Class A Unit is also entitled to participate in
common distributions, pro rata according to the percentage such unit represents
of the aggregate number of the Company's units then outstanding.
Class B Units
The Class B Units are junior equity securities which are divided into two
identical subclasses, Class B-1 Units and Class B-2 Units. After the payment in
full of Avalon's Priority Distributions, each Class B Unit is entitled to
participate in distributions pro rata according to the percentage such unit
represents of the aggregate number of the Avalon units then outstanding.
4. MERGER AND ACQUISITIONS
The Merger was accounted for using the purchase method of accounting.
Accordingly, the consideration was allocated to the net assets acquired based on
their fair market values at the date of the Merger. The purchase price was
allocated as follows: current assets and liabilities at fair values of $470,
approximately $94,000 to property, plant and equipment, $315,000 to cable
franchises and the excess of consideration paid over the fair market value of
the net assets acquired, or goodwill, of $81,705, offset by deferred taxes net
of $60,000.
F-300
<PAGE> 445
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Merger agreement between Michigan Holdings and Avalon Cable of
Michigan, Inc. permitted Avalon Cable of Michigan, Inc. to agree to acquire the
1,822,810 shares (approximately 38% of the outstanding stock) of Mercom that it
did not own (the "Mercom Acquisition"). On September 10, 1998 Avalon Cable of
Michigan, Inc. and Mercom entered into a definitive agreement (the "Mercom
Merger Agreement") providing for the acquisition by Avalon Cable of Michigan,
Inc. of all of such shares at a price of $12.00 per share. Avalon Cable of
Michigan, Inc. completed this acquisition in March 1999. The total estimated
consideration payable in conjunction with the Mercom Acquisition, excluding fees
and expenses was $21,900.
In March 1999, Avalon Michigan acquired the cable television systems of
Nova Cablevision, Inc., Nova Cablevision VI, L.P. and Nova Cablevision VII, L.P.
for approximately $7,800, excluding transaction fees.
On May 29, 1998, the Company acquired certain assets of Amrac Clear View, A
Limited Partnership ("Amrac") for consideration of $8,124, including acquisition
costs of $589. The acquisition was accounted for using the purchase method of
accounting. Accordingly, the consideration was allocated to the net assets
acquired based on the fair market values at the date of acquisition as
determined through the use of an independent appraisal. The excess of the
consideration paid over the estimated fair market value of the net assets
acquired, or goodwill, was $256.
On July 21, 1998, the Company acquired certain assets and liabilities from
Pegasus Cable Television, Inc. and Pegasus Cable Television of Connecticut, Inc.
(collectively, "Pegasus") for consideration of $30,467, including acquisition
costs of $175. The acquisition was accounted for using the purchase method of
accounting. Accordingly, the consideration was allocated to the net assets
acquired based on the fair market values at the date of acquisition as
determined through use of an independent appraisal. The excess of the
consideration paid over the estimated fair market value of the net assets
acquired, or goodwill, was $977.
Unaudited pro forma results of operations of the Company for the year ended
December 31, 1998, as if the Merger and acquisitions occurred on January 1,
1998.
<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
(UNAUDITED)
<S> <C>
Revenues.................................................... $ 96,751
========
Loss from operations........................................ $ (5,292)
========
Net loss.................................................... $(22,365)
========
</TABLE>
In September 1998, the Company entered into a definitive agreement to
purchase all of the cable systems of Taconic Technology Corporation ("Taconic")
for approximately $8,525 (excluding transaction fees). As of December 31, 1998,
the Company incurred $41 of transaction costs related to the acquisition of
Taconic. This merger is expected to close in the second quarter of 1999.
F-301
<PAGE> 446
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. PROPERTY, PLANT AND EQUIPMENT
At December 31, 1998, property, plant and equipment consists of the
following:
<TABLE>
<S> <C>
Cable plant and equipment................................... $106,602
Vehicles.................................................... 2,572
Office furniture and fixtures............................... 1,026
Buildings and improvements.................................. 2,234
Construction in process..................................... 768
--------
113,202
Less: accumulated depreciation.............................. (1,781)
--------
$111,421
========
</TABLE>
Depreciation expense charged to operations was $1,781 for the year ended
December 31, 1998.
6. INTANGIBLE ASSETS
At December 31, 1998, intangible assets consist of the following:
<TABLE>
<CAPTION>
1998
--------
<S> <C>
Cable franchises............................................ $374,773
Goodwill.................................................... 82,928
Deferred financing costs.................................... 10,658
Non-compete agreement....................................... 100
--------
468,459
Less: accumulated amortization.............................. (6,342)
--------
$462,117
========
</TABLE>
Amortization expense was $6,342 for the year ended December 31, 1998.
7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
At December 31, 1998, accounts payable and accrued expenses consist of the
following:
<TABLE>
<S> <C>
Accounts payable............................................ $ 5,321
Accrued corporate expenses.................................. 404
Accrued programming costs................................... 2,388
Taxes payable............................................... 1,383
Other....................................................... 2,150
-------
$11,646
=======
</TABLE>
F-302
<PAGE> 447
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
8. DEBT
At December 31, 1998, Long-term debt consists of the following:
<TABLE>
<S> <C>
Senior Credit Facility...................................... $140,875
Senior Subordinated Notes................................... 150,000
Senior Discount Notes....................................... 111,494
Other Note Payable.......................................... 600
--------
402,969
Less: current portion of notes payable...................... 20
--------
$402,949
========
</TABLE>
Credit Facilities
On May 28, 1998, Avalon New England entered into a term loan and revolving
credit agreement with a major commercial lending institution (the "Credit
Agreement"). The Credit Agreement allowed for aggregate borrowings under Term
Loans A and B (collectively, the "Term Loans") and a revolving credit facility
of $30,000 and $5,000, respectively. The proceeds from the Term Loans and
revolving credit facility were used to fund the acquisitions made by Avalon New
England and to provide for Avalon New England's working capital requirements.
In December 1998, Avalon New England retired the Term Loans and revolving
credit agreement through the proceeds of a capital contribution from Avalon. The
fees and associated costs relating to the early retirement of this debt was
$1,110.
On November 6, 1998, Avalon New England became a co-borrower along with
Avalon Michigan and Avalon Cable Finance, Inc. ("Avalon Finance"), affiliated
companies (collectively referred to as the "Co-Borrowers"), on a $320,888 senior
credit facility, which includes term loan facilities consisting of (i) tranche A
term loans of $120,888 and (ii) tranche B term loans of $170,000, and a
revolving credit facility of $30,000 (collectively, the "Credit Facility").
Subject to compliance with the terms of the Credit Facility, borrowings under
the Credit Facility will be available for working capital purposes, capital
expenditures and pending and future acquisitions. The ability to advance funds
under the tranche A term loan facility terminated on March 31, 1999. The tranche
A term loans are subject to minimum quarterly amortization payments commencing
on January 31, 2001 and maturing on October 31, 2005. The tranche B term loans
are subject to minimum quarterly payments commencing on January 31, 2001 with
substantially all of tranche B term loans scheduled to be repaid in two equal
installments on July 31, 2006 and October 31, 2006. The revolving credit
facility borrowings are scheduled to be repaid on October 31, 2005.
On November 6, 1998, Avalon Michigan borrowed $265,888 under the Credit
Facility. In connection with the Senior Subordinated Notes and Senior Discount
Notes offerings, Avalon Michigan repaid $125,013 of the Credit Facility, and the
availability under the Credit Facility was reduced to $195,000. Avalon Michigan
had borrowings of $11,300 and $129,575 outstanding under the tranche A and
tranche B term note facilities, respectively, and had available $30,000 for
borrowings under the revolving credit facility. Avalon New England and Avalon
Finance had no borrowings outstanding under the Credit Facility at December 31,
1998.
The interest rate under the Credit Facility is a rate based on either (i)
the Base Rate (a rate per annum equal to the greater of the prime rate and the
federal funds rate plus one-half of 1%) or (ii) the Eurodollar Rate (a rate per
annum equal to the Eurodollar base rate divided by 1.00 less the Eurocurrency
reserve requirement plus, in either case, the applicable margin). As of
F-303
<PAGE> 448
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
December 31, 1998, the applicable margin was (a) with respect to the tranche B
term loans was 2.75% per annum for Base Rate loans and 3.75% per annum for
Eurodollar loans and (b) with respect to tranche A term loans and the revolving
credit facility was 2.00% per annum for Base Rate loans and 3.00% for Eurodollar
loans. The applicable margin for the tranche A term loans and the revolving
credit facility are subject to performance based grid pricing which is
determined based upon the consolidated leverage ratio of the Co-Borrowers. The
interest rate for the tranche A and tranche B term loans outstanding at December
31, 1998 was 8.58% and 9.33%, respectively. Interest is payable on a quarterly
basis. Accrued interest on the borrowings incurred by Avalon Cable of Michigan
Inc. under the credit facility was $1,389 at December 31, 1998.
The Credit Facility contains restrictive covenants which among other things
require the Co-Borrowers to maintain certain ratios including consolidated
leverage ratios and the interest coverage ratio, fixed charge ratio and debt
service coverage ratio.
The obligations of the Co-Borrowers under the Credit Facility are secured
by substantially all of the assets of the Co-Borrowers. In addition, the
obligations of the Co-Borrowers under the Credit Facility are guaranteed by
affiliated companies; Avalon Cable of Michigan Holdings, Inc., Avalon Cable
Finance Holdings, Inc., Avalon New England Holdings, Inc., Avalon Cable
Holdings, LLC and the Company.
A Change of Control as defined under the Credit Facility agreement would
constitute an event of default under the Credit Facility giving the lender the
right to terminate the credit commitment and declare all amounts outstanding
immediately due and payable.
Subordinated Debt
In December 1998, Avalon New England and Avalon Michigan became co-issuers
of a $150,000 principal balance, Senior Subordinated Notes ("Subordinated
Notes") offering. In conjunction with this financing, Avalon New England
received $18,130 from Avalon Michigan as a partial payment against the Company's
note receivable-affiliate from Avalon Michigan. Avalon Michigan paid $75 in
interest during the period from October 21, 1998 (inception) through December
31, 1998. The cash proceeds received by Avalon New England of $18,206 was paid
to Avalon as a dividend.
The Subordinated Notes mature on December 1, 2008, and interest accrued at
a rate of 9.375% per annum. Interest is payable semi-annually in arrears on June
1 and December 1 of each year, commencing on June 1, 1999. Accrued interest on
the Subordinated Notes was $1,078 at December 31, 1998.
The Senior Subordinated Notes will not be redeemable at the Co-Borrowers'
option prior to December 1, 2003. Thereafter, the Senior Subordinated Notes will
be subject to redemption at any time at the option of the Co-Borrowers, in whole
or in part at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on December 1 of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2003..................................................... 104.688%
2004..................................................... 103.125%
2005..................................................... 101.563%
2006 and thereafter...................................... 100.000%
</TABLE>
F-304
<PAGE> 449
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The scheduled maturities of the long-term debt are $2,000 in 2001, $4,000
in 2002, $7,000 in 2003, and the remainder thereafter.
At any time prior to December 1, 2001, the Co-Borrowers may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Senior
Subordinate Notes originally issued under the Indenture at a redemption price
equal to 109.375% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date, with the net cash proceeds of any
equity offering and/or the net cash proceeds of a strategic equity investment;
provided that at least 65% of the aggregate principal amount at maturity of
Senior Subordinated Notes originally issued remain outstanding immediately after
each such redemption.
As used in the preceding paragraph, "Equity Offering and Strategic Equity
Investment" means any public or private sale of Capital Stock of any of the
Co-Borrowers pursuant to which the Co-Borrowers together receive net proceeds of
at least $25 million, other than issuances of Capital Stock pursuant to employee
benefit plans or as compensation to employees; provided that to the extent such
Capital Stock is issued by the Co-Borrowers, the net cash proceeds thereof shall
have been contributed to one or more of the Co-Borrowers in the form of an
equity contribution.
The Indentures provide that upon the occurrence of a change of control (a
"Change of Control") each holder of the Notes has the right to require the
Company to purchase all or any part (equal to $1,000 or an integral multiple
thereof) of such holder's Notes at an offer price in cash equal to 101% of the
aggregate principal amount thereon plus accrued and unpaid interest and
Liquidated Damages (as defined in the Indentures) thereof, if any, to the date
of purchase.
The Senior Discount Notes
On December 3, 1998, the Company, Avalon Michigan and Avalon Cable Holdings
Finance, Inc. (the "Holding Co-Borrowers") issued $196.0 million aggregate
principal amount at maturity of 117/8% Senior Discount Notes ("Senior Discount
Notes") due 2008.
The Senior Discount Notes were issued at a substantial discount from their
principal amount at maturity, to generate gross proceeds of approximately $110.4
million. Interest on the Senior Discount Notes will accrue but not be payable
before December 1, 2003. Thereafter, interest on the Senior Discount Notes will
accrue on the principal amount at maturity at a rate of 11.875% per annum, and
will be payable semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 2003. Prior to December 1, 2003, the accreted value of
the Senior Discount Notes will increase, representing amortization of original
issue discount, between the date of original issuance and December 1, 2003 on a
semi-annual basis using a 360-day year comprised of twelve 30-day months, such
that the accreted value shall be equal to the full principal amount at maturity
of the Senior Discount Notes on December 1, 2003. Original issue discount
accretion on the Senior Discount Notes was $1,083 at December 31, 1998.
On December 1, 2003, the Holding Co-Borrowers will be required to redeem an
amount equal to $369.79 per $1,000 principal amount at maturity of each Senior
Discount Note then outstanding on a pro rata basis at a redemption price of 100%
of the principal amount at maturity of the Senior Discount Notes so redeemed.
On or after December 1, 2003, the Senior Discount Notes will be subject to
redemption at any time at the option of the Holding Co-borrowers, in whole or in
part, at the redemption prices, which are expressed as percentages of principal
amount, shown below plus accrued and unpaid
F-305
<PAGE> 450
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
interest, if any, and liquidated damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
December 1 of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2003................................................... 105.938%
2004................................................... 103.958%
2005................................................... 101.979%
2006 and thereafter.................................... 100.000%
</TABLE>
Notwithstanding the foregoing, at any time before December 1, 2001, the
holding companies may on any one or more occasions redeem up to 35% of the
aggregate principal amount at maturity of senior discount notes originally
issued under the Senior Discount Note indenture at a redemption price equal to
111.875% of the accreted value at the date of redemption, plus liquidated
damages, if any, to the redemption date, with the net cash proceeds of any
equity offering and/or the net cash proceeds of a strategic equity investment;
provided that at least 65% of the aggregate principal amount at maturity of
Senior Discount Notes originally issued remain outstanding immediately after
each occurrence of such redemption.
Upon the occurrence of a Change of Control, each holder of Senior Discount
Notes will have the right to require the Holding Co-Borrowers to repurchase all
or any part of such holder's Senior Discount Notes pursuant to a Change of
Control offer at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and liquidated damages thereon,
if any, to the date of purchase.
Mercom debt
In August 1997, the Mercom revolving credit agreement for $2,000 expired.
Mercom had no borrowings under the revolving credit agreement in 1996 or 1997.
On September 29, 1997, Cable Michigan, Inc. purchased and assumed all of
the bank's interest in the term credit agreement and the note issued thereunder.
Immediately after the purchase, the term credit agreement was amended in order
to, among other things, provide for less restrictive financial covenants,
eliminate mandatory amortization of principal and provide for a bullet maturity
of principal on December 31, 2002, and remove the change of control event of
default. Mercom's borrowings under the term credit agreement contain pricing and
security provisions substantially the same as those in place prior to the
purchase of the loan. The borrowings are secured by a pledge of the stock of
Mercom's subsidiaries and a first lien on certain of the assets of Mercom and
its subsidiaries, including inventory, equipment and receivables. At December
31, 1998, $14,151 of principal was outstanding. The borrowings under the term
credit agreement are eliminated in the Company's consolidated balance sheet.
Note payable
Avalon New England issued a note payable for $500 which is due on May 29,
2003, and bears interest at a rate of 7% per annum (which approximates Avalon
New England's incremental borrowing rate) payable annually. Additionally, Avalon
New England has a $100 non-compete agreement. The agreement calls for five
annual payments of $20, commencing on May 29, 1999.
F-306
<PAGE> 451
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
9. INCOME TAXES
The income tax provision in the accompanying consolidated financial
statements of operations relating to Mercom, Inc., a majority-owned subsidiary,
is comprised of the following:
<TABLE>
<CAPTION>
1998
----
<S> <C>
CURRENT
Federal..................................................... $ --
State....................................................... --
----
Total Current............................................... --
----
DEFERRED
Federal..................................................... 171
State....................................................... 15
----
Total Deferred.............................................. 186
----
Total provision for income taxes............................ $186
====
</TABLE>
The benefit for income taxes is different from the amounts computed by
applying the U.S. statutory federal tax rate of 35% for 1998. The differences
are as follows:
<TABLE>
<CAPTION>
1998
-------
<S> <C>
Loss before provision for income taxes...................... $(8,833)
=======
Federal tax provision at statutory rates.................... (3,092)
State income taxes.......................................... (182)
Allocated to members........................................ 3,082
Goodwill.................................................... 6
-------
Provision for income taxes.................................. 186
=======
</TABLE>
<TABLE>
<CAPTION>
TAX NET
OPERATING EXPIRATION
YEAR LOSSES DATE
- ---- --------- ----------
<S> <C> <C>
1998................................................... $922 2018
</TABLE>
Temporary differences that give rise to significant portion of deferred tax
assets and liabilities at December 31 are as follows:
<TABLE>
<CAPTION>
1998
-------
<S> <C>
NOL carryforwards........................................... $ 922
Reserves.................................................... 459
Other, net.................................................. 20
-------
Total deferred assets....................................... 1,401
-------
Property, plant and equipment............................... (2,725)
Intangible assets........................................... (38)
-------
Total deferred liabilities.................................. (2,763)
-------
Subtotal.................................................... (1,362)
-------
Valuation allowance......................................... --
-------
Total deferred taxes........................................ (1,362)
=======
</TABLE>
F-307
<PAGE> 452
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
10. COMMITMENTS AND CONTINGENCIES
Leases
Avalon New England and Avalon Michigan rent poles from utility companies
for use in their operations. While rental agreements are generally short-term,
Avalon New England and Avalon Michigan anticipate such rentals will continue in
the future. Avalon New England and Avalon Michigan also lease office facilities
and various items of equipment under month-to-month operating leases. Rent
expense was $58 for the year ended December 31, 1998. Rental commitments are
expected to continue at approximately $1 million a year for the foreseeable
future, including pole rental commitments which are cancelable.
Legal matters
Avalon and its subsidiaries are subject to regulation by the Federal
Communications Commission ("FCC") and other franchising authorities.
Avalon and its subsidiaries are subject to the provisions of the Cable
Television Consumer Protection and Competition Act of 1992, as amended, and the
Telecommunications Act of 1996. Avalon and its Subsidiaries have either settled
challenges or accrued for anticipated exposures related to rate regulation;
however, there is no assurance that there will not be further additional
challenges to its rates.
In the normal course of business, there are various legal proceedings
outstanding. In the opinion of management, these proceedings will not have a
material adverse effect on the financial condition or results of operations of
Avalon and its subsidiaries.
11. RELATED PARTY TRANSACTIONS AND BALANCES
During 1998, Avalon New England received $3,341 from Avalon Holdings. In
consideration for this amount, Avalon New England executed a note payable to
Avalon Holdings. This note is recorded as note payable-affiliate on the balance
sheet at December 31, 1998. Interest accrues at a rate of 5.57% per year and
Avalon New England has recorded accrued interest on this note of $100 at
December 31, 1998.
12. SUBSEQUENT EVENT
In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase Avalon Cable LLC's cable television systems and assume some of their
debt. The acquisition by Charter Communications is subject to regulatory
approvals. The Company expects to consummate this transaction in the fourth
quarter of 1999.
This agreement, if closed, would constitute a change in control under the
Indenture pursuant to which the Senior Subordinated Notes and the Senior
Discount Notes (collectively, the "Notes") were issued. The Indenture provides
that upon the occurrence of a change of control of the Company (a "Change of
Control") each holder of the Notes has the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereon (or 101% of the accreted value for the Senior Discount
Notes as of the date of purchase if prior to the full accretion date) plus
accrued and unpaid interest and Liquidated Damages (as defined in the Indenture)
thereof, if any, to the date of purchase.
F-308
<PAGE> 453
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
This agreement, if closed, would represent a Change of Control which, on
the closing date, constitutes an event of default under the Credit Facility
giving the lender the right to terminate the credit commitment and declare all
amounts outstanding immediately due and payable. Charter Communications has
agreed to repay all amounts due under the Credit Facility or cause all events of
default under the Credit Facility arising from the Change of Control to be
waived.
F-309
<PAGE> 454
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash........................................................ $ 13,227 $ 9,288
Subscriber receivables, less allowance for doubtful accounts
of $957 and $70........................................... 6,210 5,862
Accounts receivable-affiliate............................... -- 124
Deferred income taxes....................................... -- 479
Prepaid expenses and other current assets................... 741 580
-------- --------
Total current assets........................................ 20,178 16,333
Property, plant and equipment, net.......................... 115,200 111,421
Intangible assets, net...................................... 473,323 462,117
Other assets................................................ 94 227
-------- --------
Total assets................................................ $608,795 $590,098
======== ========
LIABILITIES AND MEMBERS' INTEREST
CURRENT LIABILITIES
Current portion of notes payable............................ $ 20 $ 20
Accounts payable and accrued expenses....................... 18,197 11,646
Accounts payable, net-affiliate............................. 3,388 2,023
Deferred revenue............................................ 3,363 3,171
-------- --------
Total current liabilities................................... 24,968 16,860
Note payable, net of current portion........................ 442,727 402,949
Note payable-affiliate...................................... -- 3,341
Deferred income taxes....................................... -- 1,841
-------- --------
Total liabilities........................................... 467,695 424,991
Minority interest........................................... -- 13,855
Commitments and contingencies (Note 5)
Members' interests
Members' capital............................................ 166,630 166,630
Accumulated deficit......................................... (25,530) (15,378)
-------- --------
Total members' interest..................................... 141,100 151,252
-------- --------
Total liabilities and members' interest..................... $608,795 $590,098
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-310
<PAGE> 455
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE QUARTER FOR THE QUARTER
ENDED ENDED
MARCH 31, 1999 MARCH 31, 1998
--------------- ---------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
REVENUE
Basic services.............................................. $ 20,027 $--
Premium services............................................ 1,966 --
Other....................................................... 2,584 --
-------- --
Total revenues.............................................. 24,577 --
Operating expenses
Selling, general and administrative......................... 4,202 --
Programming................................................. 6,819 --
Technical and operations.................................... 2,800 --
Depreciation and amortization............................... 10,839 --
-------- --
Loss from operations........................................ (83) --
Other income (expense)......................................
Interest income............................................. 299 1
Interest expense............................................ (11,730) --
-------- --
Income (loss) before income taxes........................... (11,514) 1
(Benefit) for income taxes.................................. (1,362) --
-------- --
Net income (loss)........................................... $(10,152) $1
======== ==
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-311
<PAGE> 456
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' INTEREST
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED MARCH 31, 1999 (UNAUDITED)
--------------------------------------------------------------
CLASS A CLASS B-1 TOTAL
---------------- ------------------ ACCUMULATED MEMBERS'
UNITS $ UNITS $ DEFICIT INTEREST
------ ------- ------- -------- ----------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998.... 45,000 $45,000 575,690 $121,630 $(15,378) $151,252
Net loss for the quarter ended
March 31, 1999................ -- -- -- -- (10,152) (10,152)
------ ------- ------- -------- -------- --------
Balance at March 31, 1999....... 45,000 $45,000 575,690 $121,630 $(25,530) $141,100
====== ======= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-312
<PAGE> 457
AVALON CABLE LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE FOR THE
QUARTER ENDED QUARTER ENDED
MARCH 31, 1999 MARCH 31, 1998
-------------- --------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................................... $(10,152) $ 1
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization............................... 10,839 --
Accretion of Senior Discount Notes.......................... 3,278 --
Changes in operating assets and liabilities
Increase in subscriber receivables.......................... 29 --
Increase in prepaid expenses and other assets............... (21) (1)
Increase in accounts payable and accrued expenses........... 6,492 --
Increase in accounts payable, net-affiliate................. 1,365 --
Increase in deferred revenues............................... 131 --
Decrease in deferred income taxes, net...................... (1,362) --
-------- ---
Net cash provided by operating activities................... 10,599 --
-------- ---
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures........................................ (4,269) --
Payments for acquisitions................................... (35,550) --
-------- ---
Net cash used in investing activities....................... (39,819) --
-------- ---
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable-affiliate...................................... (3,341) --
Proceeds from credit facility............................... 36,500 --
-------- ---
Net cash provided by financing activities................... 33,159 --
-------- ---
Increase in cash............................................ 3,939 --
Cash, beginning of period................................... 9,288 --
-------- ---
Cash, end of period......................................... $ 13,227 $--
======== ===
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-313
<PAGE> 458
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(IN THOUSANDS)
1. DESCRIPTION OF BUSINESS
Avalon Cable LLC ("the Company"), and its wholly owned subsidiaries Avalon
Cable Holdings Finance, Inc. ("Avalon Holdings Finance") and Avalon Cable of
Michigan LLC ("Avalon Michigan"), were formed in October 1998, pursuant to the
laws of the State of Delaware, as a wholly owned subsidiary of Avalon Cable of
New England Holdings, Inc. ("Avalon New England Holdings").
On November 6, 1998, Avalon New England Holdings contributed its 100%
interest in Avalon Cable of New England LLC ("Avalon New England") to Avalon in
exchange for a membership interest in Avalon. This contribution was between
entities under common control and was accounted for similar to a
pooling-of-interests. Under the pooling-of-interests method, the results of
operations for Avalon include the results of operations from the date of
inception (September 4, 1997) of Avalon New England. On that same date, Avalon
received $63,000 from affiliated entities, which was comprised of (i) a $45,000
capital contribution by Avalon Investors, LLC ("Avalon Investors") and (ii) an
$18,000 promissory note from Avalon Cable Holdings LLC ("Avalon Holdings"),
which was used to make a $62,800 cash contribution to Avalon New England.
The cash contribution received by Avalon New England was used to (i)
extinguish existing indebtedness of $29,600 and (ii) fund a $33,200 loan to
Avalon Holdings Finance which matures on December 31, 2001.
On December 10, 1998, Avalon received a dividend distribution from Avalon
New England in the amount of $18,206, which was used by Avalon to pay off the
promissory note payable to Avalon Holdings, plus accrued interest.
Avalon Cable of Michigan, Inc. was formed in June 1998, pursuant to the
laws of the state of Delaware, as a wholly owned subsidiary of Avalon Cable of
Michigan Holdings, Inc. ("Michigan Holdings".) On June 3, 1998, Avalon Cable of
Michigan, Inc. entered into an Agreement and Plan of Merger (the "Agreement")
among Avalon Cable of Michigan, Inc., Michigan Holdings and Cable Michigan, Inc.
(Cable Michigan), pursuant to which Avalon Cable of Michigan, Inc. will merge
into Cable Michigan and Cable Michigan will become a wholly owned subsidiary of
Michigan Holdings (the "Merger"). As part of the Merger, the name of the company
was changed to Avalon Cable of Michigan, Inc.
In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of Cable Michigan outstanding prior
to the effective time of the Merger (other than treasury stock shares owned by
Michigan Holdings or its subsidiaries, or shares as to which dissenters' rights
have been exercised) shall be converted into the right to receive $40.50 in cash
(the "Merger Consideration"), subject to certain possible closing adjustments.
In conjunction with the acquisition of Cable Michigan, Avalon Cable of
Michigan, Inc. acquired Cable Michigan's 62% ownership interest in Mercom, Inc.
("Mercom").
On November 6, 1998, Avalon Cable of Michigan, Inc. completed its Merger.
The total consideration payable in conjunction with the Merger, including fees
and expenses is $431,629, including repayment of all existing Cable Michigan
indebtedness and accrued interest of $135,205. Subsequent to the Merger, the
arrangements with RCN and CTE for certain support
F-314
<PAGE> 459
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
services were terminated. The Agreement also permitted Avalon Cable of Michigan,
Inc. to agree to acquire the remaining shares of Mercom that it did not own.
Michigan Holdings contributed $137,375 in cash to Avalon Cable of Michigan,
Inc., which was used to consummate the Merger. On November 5, 1998, Michigan
Holdings received $105,000 in cash in exchange for promissory notes to lenders
(the "Bridge Agreement"). On November 6, 1998, Michigan Holdings contributed the
proceeds received from the Bridge Agreement and an additional $35,000 in cash to
Avalon Cable of Michigan Inc. in exchange for 100 shares of common stock.
On March 26, 1999, Avalon completed a series of transactions to facilitate
certain aspects of its financing between affiliated entities under common
control. As a result of these transactions:
- Avalon Cable of Michigan, Inc. contributed its assets and liabilities
excluding deferred tax liabilities, net to Avalon in exchange for an
approximate 88% voting interest in Avalon, which then transferred those
assets and liabilities to its wholly-owned subsidiary Avalon Michigan;
- Avalon Michigan now operates the Michigan cluster replacing Avalon Cable
of Michigan, Inc.;
- Avalon Cable of Michigan Holdings, Inc. ceased to be an obligor on the
exchanged notes and together with Avalon Cable of Michigan, Inc. became a
guarantor of the obligations of the Company under the exchanged notes;
- Avalon Michigan became an additional obligor on the Senior Subordinated
Notes replacing Avalon Cable of Michigan, Inc.; and
- Avalon Cable of Michigan, Inc. ceased to be an obligor on the Senior
Subordinated Notes and the credit facility and became a guarantor of the
obligations of Avalon Michigan under the Senior Subordinated Notes and
the credit facility.
As a result of the reorganization between entities under common control,
Avalon accounted for the reorganization similar to a pooling-of-interests. Under
the pooling-of-interests method, the results of operations for Avalon include
the results of operations from the date of inception (June 2, 1998) of Avalon
Cable of Michigan, Inc. and the date of acquisition of the completed
acquisitions.
Avalon New England and Avalon Michigan provide cable service to the western
New England area and the state of Michigan, respectively. Avalon New England and
Avalon Michigan's cable systems offer customer packages of basic and premium
cable programming services which are offered at a per channel charge or are
packaged together to form a tier of services offered at a discount from the
combined channel rate. Avalon New England and Avalon Michigan cable systems also
provide premium cable services to their customers for an extra monthly charge.
Customers generally pay initial connection charges and fixed monthly fees for
cable programming and premium cable services, which constitute the principal
sources of revenue for Avalon New England and Avalon Michigan.
Avalon Holdings Finance was formed for the sole purpose of facilitating
financings associated with the acquisitions of various cable operating
companies. Avalon Holdings Finance conducts no other activities.
F-315
<PAGE> 460
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2. BASIS OF PRESENTATION
Pursuant to the rules and regulations of the Securities and Exchange
Commission, certain financial information has been condensed and certain
footnote disclosures have been omitted. Such information and disclosures are
normally included in financial statements prepared in accordance with generally
accepted accounting principles.
The consolidated financial statements herein include the accounts of the
Company and its wholly-owned subsidiaries.
These condensed financial statements should be read in conjunction with the
Company's audited financial statements as of December 31, 1998 and notes thereto
included elsewhere herein.
The financial statements as of March 31, 1999 and for the three month
period then ended are unaudited; however, in the opinion of management, such
statements include all adjustments (consisting solely of normal and recurring
adjustments except for the acquisition of Cross Country Cable, LLC ("Cross
Country"), Nova Cablevision, Inc., Nova Cablevision VI, L.P. and Nova
Cablevision VII, L.P. ("Nova Cable"), Novagate Communication Corporation
("Novagate") R/Com. L.C., the Mercom Merger and the contribution of assets and
liabilities by Avalon Cable of Michigan, Inc.) necessary to present fairly the
financial information included therein.
3. MERGER AND ACQUISITIONS
The Merger agreement between Michigan Holdings and Avalon Cable of
Michigan, Inc. permitted Avalon Cable of Michigan, Inc. to agree to acquire the
1,822,810 shares (approximately 38% of the outstanding stock) of Mercom that it
did not own (the "Mercom Acquisition"). On September 10, 1998 Avalon Cable of
Michigan, Inc. and Mercom entered into a definitive agreement (the "Mercom
Merger Agreement") providing for the acquisition by Avalon Cable of Michigan,
Inc. of all of such shares at a price of $12.00 per share. Avalon Cable of
Michigan, Inc. completed this acquisition in March 1999. the total estimated
consideration paid in conjunction with the Mercom acquisition, excluding fees
and expenses was $21,900. The purchase price was allocated as follows:
approximately $13,800 to the elimination of minority interest, $1,170 to
property, plant and equipment, $6,700 to cable franchises and the excess of
consideration paid over the fair market value of the net assets acquired, or
goodwill, of $240.
In March 1999, Avalon Cable of Michigan Inc. acquired the cable television
systems of Nova Cable for approximately $7,800, excluding transaction fees.
On January 21, 1999, the Company through its subsidiary, Avalon New England
subsidiaries, acquired Novagate for a purchase price of $2,900.
On March 26, 1999, the Company through its subsidiary, Avalon Michigan,
acquired the assets of R/Com, L.C., for a total purchase price of approximately
$450.
In January 1999, the Company acquired all of the issued and outstanding
Common Stock of Cross Country for a purchase price of approximately $2,500,
excluding transaction fees.
The acquisitions have been accounted for as purchases and the results of
the companies acquired have been included in the accompanying financial
statements since their acquisition dates. Accordingly, the consideration was
allocated to the net assets based on their respective fair market values. The
excess of the consideration paid over the estimated fair market values of the
net assets acquired was $11,041 and is being amortized using the straight line
method over 15 years.
F-316
<PAGE> 461
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Avalon New England has a definitive agreement to purchase all of the cable
systems of Taconic Technology Corporation for approximately $8,525 (excluding
transaction fees). The merger is expected to close in the second quarter of
1999.
4. INCOME TAXES
Upon the closure of the Mercom merger, Mercom was dissolved as a separate
taxable entity which resulted in a change in tax status from a taxable entity to
a nontaxable entity. As a result, the Company recognized a tax benefit of $1,362
in its results of operations and eliminated its deferred taxes, net in the
balance sheet.
5. COMMITMENTS AND CONTINGENCIES
In connection with the acquisition of Mercom, former shareholders of Mercom
holding approximately 731,894 Mercom common shares or approximately 15.3% of all
outstanding Mercom common shares gave notice of their election to exercise
appraisal rights as provided by Delaware law. On July 2, 1999, former
shareholders of Mercom holding 535,501 shares of Mercom common stock filed a
petition for appraisal of stock in the Court of Chancery in the State of
Delaware. With respect to 209,893 of the total number of shares for which the
Company received notice, the Company received the notice of election from
beneficial holders of Mercom common shares and not from holders of record. The
Company believes that the notice with respect to the 209,893 shares did not
comply with Delaware law and is ineffective. The Company cannot predict at this
time the effect of the elections to exercise appraisal rights on the Company
since the Company does not know the extent to which these former shareholders
will continue to pursue appraisal rights under Delaware law or choose to abandon
these efforts and accept the consideration payable in the Mercom merger. If
these former shareholders continue to pursue their appraisal rights and if a
Delaware court were to find that the fair value of the Mercom common shares,
exclusive of any element of value arising from our acquisition of Mercom,
exceeded $12.00 per share, the Company would have to pay the additional amount
for each Mercom common share to the appraisal subject to the appraisal
proceedings together with a fair rate of interest. The Company could be ordered
by the Delaware court to pay reasonable attorney's fees and the fees and
expenses of experts for the shareholders. In addition, the Company would have to
pay their own litigation costs. The Company have already provided for the
consideration of $12.00 per Mercom common share due under the terms of our
merger with Mercom with respect to these shares but have not provided for any
additional amounts or costs. The Company can provide no assurance as to what a
Delaware court would find in any appraisal proceeding or when this matter will
be resolved. Accordingly, the Company cannot assure you that the ultimate
outcome would not have a material adverse effect on the Company.
The Company is subject to the provisions of the Cable Television Consumer
Protection and Competition Act of 1992, as amended, and the Telecommunications
Act of 1996. The Company has either settled challenges or accrued for
anticipated exposures related to rate regulation; however, there is no assurance
that there will not be further additional challenges to its rates.
In the normal course of business, there are various legal proceedings
outstanding. In the opinion of management, these proceedings will not have a
material adverse effect on the financial condition or results of operations of
the Company.
6. SUBSEQUENT EVENT
In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase Avalon
F-317
<PAGE> 462
AVALON CABLE LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cable LLC's cable television systems and assume some of their debt. The
acquisition by Charter Communications is subject to regulatory approvals. The
Company expects to consummate this transaction in the fourth quarter of 1999.
This agreement, if closed, would constitute a change in control under the
Indenture pursuant to which the Senior Subordinated Notes and the Senior
Discount Notes (collectively, the "Notes") were issued. The Indenture provides
that upon the occurrence of a change of control of the Company (a "Change of
Control") each holder of the Notes has the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereon (or 101% of the accreted value for the Senior Discount
Notes as of the date of purchase if prior to the full accretion date) plus
accrued and unpaid interest and Liquidated Damages (as defined in the Indenture)
thereof, if any, to the date of purchase.
This agreement, if closed, would represent a Change of Control which, on
the closing date, constitutes an event of default under the Credit Facility
giving the lender the right to terminate the credit commitment and declare all
amounts outstanding immediately due and payable. Charter Communications has
agreed to repay all amounts due under the Credit Facility or cause all events of
default under the Credit Facility arising from the Change of Control to be
waived.
F-318
<PAGE> 463
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Managers of
Avalon Cable of Michigan Holdings, Inc. and Subsidiaries
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, changes in shareholders' equity
and cash flows present fairly, in all material respects, the financial position
of Avalon Cable of Michigan Holdings, Inc. and subsidiaries (collectively, the
"Company") at December 31, 1997 and 1998, and the results of their operations,
changes in shareholders' equity and their cash flows for the period from
September 4, 1997 (inception) through December 31, 1997, and for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
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 of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statements presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PRICEWATERHOUSECOOPERS LLP
New York, New York
March 30, 1999, except for Note 13,
as to which the date is May 13, 1999
F-319
<PAGE> 464
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash........................................................ $ 9,288 $ --
Accounts receivable, net of allowance for doubtful accounts
of $943................................................... 5,862 --
Prepayments and other current assets........................ 1,388 504
Accounts receivable from related parties.................... 124 --
Deferred income taxes....................................... 377 --
-------- ----
Current assets.............................................. 17,039 504
Property, plant and equipment, net.......................... 111,421 --
Intangible assets, net...................................... 462,117 --
Deferred charges and other assets........................... 1,302 --
-------- ----
Total assets................................................ $591,879 $504
======== ====
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of notes payable............................ $ 20 $ --
Accounts payable and accrued expenses....................... 11,646 --
Advance billings and customer deposits...................... 3,171 --
Accounts payable-affiliate.................................. 2,023 500
-------- ----
Current liabilities......................................... 16,860 500
Long-term debt.............................................. 402,949 --
Notes payable-affiliate..................................... 3,341 --
Deferred income taxes....................................... 80,811 --
-------- ----
Total liabilities........................................... 503,961 500
-------- ----
Commitments and contingencies (Note 11)..................... -- --
Minority interest........................................... 61,836 4
-------- ----
Stockholders equity:
Common stock................................................ -- --
Additional paid-in capital.................................. 35,000 --
Accumulated deficit......................................... (8,918) --
-------- ----
Total shareholders' equity.................................. 26,082 --
-------- ----
Total liabilities and shareholders' equity.................. $591,879 $504
======== ====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-320
<PAGE> 465
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR SEPTEMBER 4, 1997
ENDED (INCEPTION) THROUGH
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
REVENUE:
Basic services.......................................... $14,976 $ --
Premium services........................................ 1,468 --
Other................................................... 1,743 --
------- -------
18,187 --
OPERATING EXPENSES:
Selling, general and administrative..................... 4,207 --
Programming............................................. 4,564 --
Technical and operations................................ 1,951 --
Depreciation and amortization........................... 8,183 --
------- -------
Loss from operations.................................... (718) --
Interest income......................................... 173 4
Interest expense........................................ (8,223) --
Other expense, net...................................... (65) --
------- -------
Income (loss) before income taxes....................... (8,833) 4
(Benefit) from income taxes............................. (2,754) --
------- -------
Income (loss) before minority interest and extraordinary
item.................................................. (6,079) 4
Minority interest in income of consolidated entity...... 1,331 (4)
------- -------
Income (loss) before extraordinary item................. (4,748) --
Extraordinary loss on extinguishment of debt (net of tax
of $1,743)............................................ (4,170) --
------- -------
Net income (loss)....................................... $(8,918) $ --
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-321
<PAGE> 466
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 4, 1997 (INCEPTION) THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
COMMON ADDITIONAL TOTAL
SHARES COMMON PAID-IN ACCUMULATED SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL DEFICIT EQUITY
----------- ------ ---------- ----------- -------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net income from date of
inception through December
31, 1997.................... -- $-- $ -- $ -- $ --
Balance, January 1, 1998...... 100 -- -- -- --
Net loss...................... -- -- -- (8,918) (8,918)
Contributions by parent....... -- -- 35,000 -- 35,000
--- -- ------- ------- -------
Balance, December 31, 1998.... 100 $-- $35,000 $(8,918) $26,082
=== == ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-322
<PAGE> 467
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
SEPTEMBER 4, 1997
FOR THE YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------ -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $ (8,918) $ 4
Extraordinary loss on extinguishment of debt............ 4,170 --
Depreciation and amortization........................... 8,183 --
Deferred income taxes, net.............................. 82,370 --
Provision for loss on accounts receivable............... 75 --
Increase in minority interest........................... 1,331 --
Accretion on senior discount notes...................... 1,083
Net change in certain assets and liabilities, net of
business acquisitions Increase in accounts
receivable............................................ (1,679) --
Increase in accounts receivable from related parties.... (124) --
Increase in prepayment and other current assets......... (884) (4)
Increase in accounts payable and accrued expenses....... 4,863 --
Increase in accounts payable to related parties......... 1,523 --
Increase in deferred revenue............................ 1,684 --
Change in Other, net.................................... 1,339
--------- ---------
Net cash provided by operating activities............... 92,338 --
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment.............. (11,468) --
Payment for acquisition................................. (554,402) --
--------- ---------
Net cash used in investing activities................... 565,870 --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of the Credit Facility....... 265,888 --
Principal payment on debt............................... (125,013) --
Proceeds from the issuance of senior subordinated
notes................................................. 150,000 --
Payments made on bridge loan............................ (105,000) --
Proceeds from bridge loan............................... 105,000 --
Proceeds from the senior discount notes................. 110,411 --
Proceeds from sale to minority interest................. 46,588 --
Proceeds from other notes payable....................... 600 --
Proceeds from the issuance of note payable affiliate.... 3,341 --
Payments made for debt financing costs.................. (3,995) --
Proceeds from the issuance of common stock.............. 35,000 --
--------- ---------
Net cash provided by financing activities............... 482,820 --
--------- ---------
Net increase in cash.................................... 9,288 --
Cash at beginning of the period......................... -- --
--------- ---------
Cash at end of the period............................... $ 9,288 $ --
--------- ---------
Supplemental disclosures of cash flow information.......
Cash paid during the year for Interest.................. $ 3,480 --
Income taxes............................................ -- $ --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-323
<PAGE> 468
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Avalon Cable of Michigan Holdings, Inc. ("the Company") was formed in June
1998, pursuant to the laws of the state of Delaware. Avalon Cable of Michigan
Inc. ("Avalon Michigan") was formed in June 1998, pursuant to the laws of the
state of Delaware as a wholly owned subsidiary of the Company. On June 3, 1998,
Avalon Michigan entered into an Agreement and Plan of Merger (the "Agreement")
among the Company, Cable Michigan, Inc. ("Cable Michigan") and Avalon Michigan,
pursuant to which Avalon Michigan will merge into Cable Michigan and Cable
Michigan will become a wholly owned subsidiary of the Company (the "Merger").
In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of Cable Michigan outstanding prior
to the effective time of the Merger (other than treasury stock shares owned by
the Company or its subsidiaries, or shares as to which dissenters' rights have
been exercised) shall be converted into the right to receive $40.50 in cash (the
"Merger Consideration"), subject to certain possible closing adjustments.
In conjunction with the acquisition of Cable Michigan, Avalon Michigan
acquired Cable Michigan's 62% ownership interest in Mercom, Inc. ("Mercom").
On November 6, 1998, Avalon Michigan completed its merger into and with
Cable Michigan. The total consideration paid in conjunction with the merger,
including fees and expenses was $431,629, including repayment of all existing
Cable Michigan indebtedness and accrued interest of $135,205. Subsequent to the
merger, the arrangements with RCN and CTE for certain support services were
terminated. The Agreement also permitted Avalon Michigan to agree to acquire the
remaining shares of Mercom that it did not own.
The Company contributed $137,375 in cash to Avalon Michigan, which was used
to consummate the Merger. On November 5, 1998, the Company received $105,000 in
cash in exchange for promissory notes to lenders (the "Bridge Agreement"). On
November 6, 1998, the Company contributed the proceeds received from the Bridge
Agreement and an additional $35,000 in cash to Avalon Michigan in exchange for
100 shares of common stock.
On November 6, 1998, Avalon Cable of New England Holdings, Inc. contributed
its 100% interest in Avalon Cable of New England LLC ("Avalon New England") to
Avalon Cable LLC in exchange for a membership interest in Avalon Cable LLC. This
contribution was between entities under common control and was accounted for
similar to a pooling-of-interests. Under this pooling-of-interests method, the
results of operations for Avalon include the results of operations from the date
of inception (September 4, 1997) of Avalon New England. On that same date,
Avalon Cable LLC received $63,000 from affiliated entities, which was comprised
of (i) a $45,000 capital contribution by Avalon Investors, LLC ("Avalon
Investors") and (ii) a $18,000 promissory note from Avalon Cable Holdings LLC
("Avalon Holdings"), which was used to make a $62,800 cash contribution to
Avalon New England.
The cash contribution received by Avalon New England was used to (i)
extinguish existing indebtedness of $29,600 and (ii) fund a $33,200 loan to
Avalon Holdings Finance which matures on December 31, 2001.
F-324
<PAGE> 469
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
On December 10, 1998, Avalon Cable LLC received a dividend distribution
from Avalon New England in the amount of $18,206, which was used by Avalon Cable
LLC to pay off the promissory note payable to Avalon Holdings, plus accrued
interest.
On March 26, 1999, after the acquisition of Mercom, Inc., the Company
completed a series of transactions to facilitate certain aspects of its
financing between affiliated entities under common control. As a result of these
transactions:
- Avalon Michigan contributed its assets and liabilities excluding deferred
tax liabilities, net to Avalon Cable LLC in exchange for an approximate
88% voting interest in Avalon Cable LLC. Avalon Cable LLC contributed
these assets and liabilities to its wholly-owned subsidiary, Avalon Cable
of Michigan LLC ("Avalon Michigan LLC");
- Avalon Michigan LLC has become the operator of the Michigan cluster
replacing Avalon Michigan;
- Avalon Michigan LLC is an obligor on the Senior Subordinated Notes
replacing Avalon Michigan; and
- Avalon Michigan is a guarantor of the obligations of Avalon Michigan LLC
under the Senior Subordinated Notes. Avalon Michigan does not have
significant assets, other than its investment in Avalon Cable LLC.
- The Company contributed the Senior Discount Notes to Avalon Cable LLC and
became a guarantor of the Senior Discount Notes. The Company does not
have significant assets, other than its 88% investment in Avalon Cable
LLC.
As a result of this reorganization between entities under common control,
the Company accounted for the reorganization similar to a pooling-of-interests.
Under the pooling-of-interests method, the results of operations include the
results of operations from the earliest date that a member became a part of the
control group by inception or acquisition. For the Company, the results of
operations are from the date of inception (September 4, 1997) for Avalon New
England, a wholly-owned subsidiary of Avalon Cable LLC.
Avalon Michigan has a majority-interest in Avalon Cable LLC. Avalon Cable
LLC wholly-owns Avalon Cable Holdings Finance, Avalon New England, and Avalon
Michigan LLC.
Avalon New England and Avalon Michigan provide cable service to the western
New England area and the state of Michigan, respectively. Avalon New England and
Avalon Michigan LLC's cable systems offer customer packages for basic cable
programming services which are offered at a per channel charge or packaged
together to form a tier of services offered at a discount from the combined
channel rate. Avalon New England and Avalon Michigan LLC's cable systems also
provide premium cable services to their customers for an extra monthly charge.
Customers generally pay initial connection charges and fixed monthly fees for
cable programming and premium cable services, which constitute the principle
sources of revenue for the Company.
Avalon Holdings Finance was formed for the sole purpose of facilitating
financings associated with the acquisitions of various cable operating
companies. Avalon Holdings Finance conducts no other activities.
F-325
<PAGE> 470
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements of the Company include the accounts
of the Company and of all its wholly and majority owned subsidiaries. All
significant transactions between the Company and its subsidiaries have been
eliminated.
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.
Revenue recognition
Revenues from cable services are recorded in the month the service is
provided. Installation fee revenue is recognized in the period in which the
installation occurs to the extent that direct selling costs meet or exceed
installation revenues.
Advertising expense
Advertising costs are expensed as incurred. Advertising expense charged to
operations was $82 for the year ended December 31, 1998.
Concentration of credit risk
Financial instruments which potentially expose the Company to a
concentration of credit risk include cash and subscriber and other receivables.
The Company had cash in excess of federally insured deposits at financial
institutions at December 31, 1998. The Company does not believe that such
deposits are subject to any unusual credit risk beyond the normal credit risk
associated with operating its business. The Company extends credit to customers
on an unsecured basis in the normal course of business. The Company maintains
reserves for potential credit losses and such losses, in the aggregate, have not
historically exceeded management's expectations. The Company's trade receivables
reflect a customer base centered in Michigan and New England. The Company
routinely assesses the financial strength of its customers; as a result,
concentrations of credit risk are limited.
Property, plant and equipment
Property, plant and equipment is stated at its fair value for items
acquired from Cable Michigan, historical cost for the minority interests' share
of Mercom property, plant and equipment and cost for additions subsequent to the
merger. Initial subscribers installation costs, including materials, labor and
overhead costs, are capitalized as a component of cable plant and equipment. The
cost of disconnection and reconnection are charged to expense when incurred.
F-326
<PAGE> 471
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
Depreciation is computed for financial statement purposes using the
straight-line method based on the following lives:
<TABLE>
<S> <C>
Buildings and improvements.................................. 10-25 years
Cable plant and equipment................................... 5-12 years
Vehicles.................................................... 5 years
Office furniture and equipment.............................. 5-10 years
</TABLE>
Intangible assets
Intangible assets represent the estimated fair value of cable franchises
and goodwill resulting from acquisitions. Cable franchises are amortized over a
period ranging from 13 to 15 years on a straight-line basis. Goodwill is the
excess of the purchase price over the fair value of the net assets acquired,
determined through an independent appraisal, and is amortized over 15 years
using the straight-line method. Deferred financing costs represent direct costs
incurred to obtain long-term financing and are amortized to interest expense
over the term of the underlying debt utilizing the effective interest method.
Accounting for impairments
The Company follows the provisions of Statement of Financial Accounting
Standards No. 121 -- "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121").
SFAS 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, the Company
estimates the net future cash flows expected to result from the use of the asset
and its eventual disposition. If the sum of the expected net future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized. Measurement of an impairment loss
for long-lived assets and identifiable intangibles expected to be held and used
is based on the fair value of the asset.
No impairment losses have been recognized by the Company pursuant to SFAS
121.
Fair value of Financial Instruments
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
a. The Company estimates that the fair value of all financial
instruments at December 31, 1998 does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The fair value of the notes payable-affiliate
are considered to be equal to carrying values since the Company believes
that its credit risk has not changed from the time this debt instrument was
executed and therefore, would obtain a similar rate in the current market.
b. The fair value of the cash and temporary cash investments
approximates fair value because of the short maturity of these instruments.
F-327
<PAGE> 472
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
Income taxes
The Company and Mercom file separate consolidated federal income tax
returns. The Company accounts for income taxes using Statement of Financial
Accounting Standards No. 109 -- "Accounting for Income Taxes". The statement
requires the use of an asset and liability approach for financial reporting
purposes. The asset and liability approach requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of temporary
differences between financial reporting basis and tax basis of assets and
liabilities. If it is more likely than not that some portion or all of a
deferred tax asset will not be realized, a valuation allowance is recognized.
3. MERGER AND ACQUISITIONS
The Merger was accounted for using the purchase method of accounting.
Accordingly, the consideration was allocated to the net assets acquired based on
their fair market values at the date of the Merger. The purchase price was
allocated as follows: current assets and liabilities at fair values of $470,
approximately $94,000 to property, plant and equipment, $315,000 to cable
franchises and the excess of consideration paid over the fair market value of
the net assets acquired, or goodwill, of $81,705, offset by deferred taxes, net
of $60,000.
The Merger agreement between the Company and Avalon Michigan permitted
Avalon Michigan to agree to acquire the 1,822,810 shares (approximately 38% of
the outstanding stock) of Mercom that it did not own (the "Mercom Acquisition").
On September 10, 1998 Avalon Michigan and Mercom entered into a definitive
agreement (the "Mercom Merger Agreement") providing for the acquisition by
Avalon Michigan of all of such shares at a price of $12.00 per share. Avalon
Michigan completed this acquisition in March 1999. The total estimated
consideration payable in conjunction with the Mercom Acquisition, excluding fees
and expenses was $21,900.
On May 29, 1998, the Company acquired certain assets of Amrac Clear View, A
Limited Partnership ("Amrac") for consideration of $8,124, including acquisition
costs of $589. The acquisition was accounted for using the purchase method of
accounting. Accordingly, the consideration was allocated to the net assets
acquired based on the fair market values at the date of acquisition as
determined through the use of an independent appraisal. The excess of the
consideration paid over the estimated fair market value of the net assets
acquired, or goodwill, was $256.
On July 21, 1998, the Company acquired certain assets and liabilities from
Pegasus Cable Television, Inc. and Pegasus Cable Television of Connecticut, Inc.
(collectively, "Pegasus") for consideration of $30,467, including acquisition
costs of $175. The acquisition was accounted for using the purchase method of
accounting. Accordingly, the consideration was allocated to the net assets
acquired based on the fair market values at the date of acquisition as
determined through use of an independent appraisal. The excess of the
consideration paid over the estimated fair market value of the net assets
acquired, or goodwill, was $977.
F-328
<PAGE> 473
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
Following is the unaudited pro forma results of operations for the year
ended December 31, 1998, as if the Merger and acquisitions occurred on January
1, 1998:
<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
(UNAUDITED)
<S> <C>
Revenue..................................................... $ 96,751
========
Loss from operations........................................ $ (5,292)
========
Net loss.................................................... $(22,365)
========
</TABLE>
In March 1999, Avalon Michigan acquired the cable television systems of
Nova Cablevision, Inc., Nova Cablevision VI, L.P. and Nova Cablevision VII, L.P.
for approximately $7,800, excluding transaction fees.
In September 1998, the Company entered into a definitive agreement to
purchase all of the cable systems of Taconic Technology Corporation ("Taconic")
for approximately $8,525 (excluding transaction fees). As of December 31, 1998,
the Company incurred $41 of transaction costs related to the acquisition of
Taconic. This merger is expected to close in the second quarter of 1999.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
<TABLE>
<S> <C>
Cable plant and equipment................................... $106,602
Vehicles.................................................... 2,572
Buildings and improvements.................................. 1,026
Office furniture and equipment.............................. 2,234
Construction in process..................................... 768
--------
Total property, plant and equipment......................... 113,202
Less-accumulated depreciation............................... (1,781)
--------
Property, plant and equipment, net.......................... $111,421
========
</TABLE>
Depreciation expense was $1,781 for the year ended December 31, 1998.
5. INTANGIBLE ASSETS
Intangible assets consist of the following:
<TABLE>
<S> <C>
Cable Franchise............................................. $374,773
Goodwill.................................................... 82,928
Deferred Financing Costs.................................... 10,658
Non-compete agreement....................................... 100
--------
Total....................................................... 468,459
Less-accumulated amortization............................... (6,342)
--------
Intangible assets, net...................................... $462,117
========
</TABLE>
F-329
<PAGE> 474
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
Amortization expense for the year ended December 31, 1998 was $6,342.
6. ACCOUNT PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
<TABLE>
<S> <C>
Accounts payable............................................ $ 5,321
Accrued corporate expenses.................................. 404
Accrued cable programming costs............................. 2,388
Accrued taxes............................................... 1,383
Other....................................................... 2,150
-------
$11,646
=======
</TABLE>
7. INCOME TAXES
The income tax provision (benefit) in the accompanying consolidated
financial statements of operations is comprised of the following:
<TABLE>
<CAPTION>
1998
-------
<S> <C>
Current
Federal..................................................... $ 243
State....................................................... --
-------
Total Current............................................... 243
-------
Deferred
Federal..................................................... (2,757)
State....................................................... (240)
-------
Total Deferred.............................................. (2,997)
-------
Total (benefit) for income taxes............................ $(2,754)
=======
</TABLE>
The benefit for income taxes is different from the amounts computed by
applying the U.S. statutory federal tax rate of 35% for 1998. The differences
are as follows:
<TABLE>
<CAPTION>
1998
-------
<S> <C>
(Loss) before (benefit) for income taxes.................... $(8,833)
=======
Federal tax (benefit) at statutory rates.................... (3,092)
State income taxes.......................................... (177)
Goodwill.................................................... 77
Benefit for taxes allocated to minority partners............ 84
-------
(Benefit) for income taxes.................................. (2,754)
=======
</TABLE>
<TABLE>
<CAPTION>
TAX NET
OPERATING EXPIRATION
YEAR LOSSES DATE
- ---- --------- ----------
<S> <C> <C>
1998................................................... $10,360 2018
</TABLE>
F-330
<PAGE> 475
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
Temporary differences that give rise to significant portion of deferred tax
assets and liabilities at December 31 are as follows:
<TABLE>
<CAPTION>
1998
--------
<S> <C>
NOL carryforwards........................................... $ 5,363
Alternative minimum tax credits............................. 141
Reserves.................................................... 210
Other, net.................................................. 309
--------
Total deferred assets....................................... 6,023
--------
Property, plant and equipment............................... (10,635)
Intangible assets........................................... (76,199)
--------
Total deferred liabilities.................................. (86,834)
--------
Subtotal.................................................... (80,811)
--------
Valuation allowance......................................... --
--------
Total deferred taxes........................................ $(80,811)
========
</TABLE>
The tax benefit related to the loss on extinguishment of debt results in
deferred tax, and it approximates the statutory U.S. tax rate. The tax benefit
of $2,036 related to the exercise of certain stock options of Cable Michigan
Inc. was charged directly to goodwill in conjunction with the closing of the
merger.
8. DEBT
At December 31, 1998, long-term debt consists of the following:
<TABLE>
<S> <C>
Senior Credit Facility...................................... $140,875
Senior Subordinated Notes................................... 150,000
Senior Discount Notes....................................... 111,494
Other Note Payable.......................................... 600
--------
402,969
Current portion............................................. 20
--------
$402,949
========
</TABLE>
Credit Facilities
On May 28, 1998, Avalon New England entered into a term loan and revolving
credit agreement with a major commercial lending institution (the "Credit
Agreement"). The Credit Agreement allowed for aggregate borrowings under Term
Loans A and B (collectively, the "Term Loans") and a revolving credit facility
of $30,000 and $5,000, respectively. The proceeds from the Term Loans and
revolving credit facility were used to fund the acquisitions made by Avalon New
England and to provide for Avalon New England's working capital requirements.
In December 1998, Avalon New England retired the Term Loans and revolving
credit agreement through the proceeds of a capital contribution from Avalon
Cable LLC. The fees and associated costs relating to the early retirement of
this debt was $1,110.
F-331
<PAGE> 476
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
On November 6, 1998, Avalon Michigan became a co-borrower along with Avalon
New England and Avalon Cable Finance, Inc. (Avalon Finance), affiliated
companies, collectively referred to as the ("Co-Borrowers") on a $320,888 senior
credit facility, which includes term loan facilities consisting of (i) tranche A
term loans of $120,888 and (ii) tranche B term loans of $170,000 and a revolving
credit facility of $30,000 (collectively, the "Credit Facility"). Subject to
compliance with the terms of the Credit Facility, borrowings under the Credit
Facility will be available for working capital purposes, capital expenditures
and pending and future acquisitions. The ability to advance funds under the
tranche A term loan facility terminated on March 31, 1999. The tranche A term
loans are subject to minimum quarterly amortization payments commencing on
January 31, 2001 and maturing on October 31, 2005. The tranche B term loans are
scheduled to be repaid in two equal installments on July 31, 2006 and October
31, 2006. The revolving credit facility borrowings are scheduled to be repaid on
October 31, 2005.
On November 6, 1998, Avalon Michigan borrowed $265,888 under the Credit
Facility in order to consummate the Merger. In connection with the Senior
Subordinated Notes (as defined below) and Senior Discount Notes (as defined
below) offerings, Avalon Michigan repaid $125,013 of the Credit Facility, and
the availability under the Credit Facility was reduced to $195,000. Avalon
Michigan had borrowings of $11,300 and $129,575 outstanding under the tranche A
and tranche B term note facilities, and had available $30,000 for borrowings
under the revolving credit facility. Avalon New England and Avalon Finance had
no borrowings outstanding under the Credit Facility at December 31, 1998.
The interest rate under the Credit Facility is a rate based on either (i)
the base rate (a rate per annum equal to the greater of the Prime Rate and the
Federal Funds Effective Rate plus 1/2 of 1%) or (ii) the Eurodollar rate (a rate
per annum equal to the Eurodollar Base Rate divided by 1.00 less the
Eurocurrency Reserve Requirements) plus, in either case, the applicable margin.
As of December 31, 1998, the applicable margin was (a) with respect to the
tranche B term loans was 2.75% per annum for Base Rate loans and 3.75% per annum
for Eurodollar loans and (b) with respect to tranche A term loans and the
revolving credit facility was 2.00% per annum for Base Rate loans and 3.00% for
Eurodollar loans. The applicable margin for the tranche A term loans and the
revolving credit facility are subject to performance based grid pricing which is
determined based on upon the consolidated leverage ratio of the Co-Borrowers.
The interest rate for the tranche B term loans outstanding at December 31, 1998
was 9.19%. Interest is payable on a quarterly basis. Accrued interest on the
borrowings under the credit facility was $1,389 at December 31, 1998.
The Credit Facility contains restrictive covenants which among other things
require the Co-Borrowers to maintain certain ratios including consolidated
leverage ratios and the interest coverage ratio, fixed charge ratio and debt
service coverage ratio.
The obligations of the Co-Borrowers under the Credit Facility are secured
by substantially all of the assets of the Co-Borrowers. In addition, the
obligations of the Co-Borrowers under the Credit Facility are guaranteed by the
Company, Avalon Cable LLC, Avalon Cable Finance Holdings, Inc., Avalon Cable of
New England Holdings, Inc. and Avalon Cable Holdings, LLC.
A Change of Control as defined under the Credit Facility agreement would
constitute an event of default under the Credit Facility giving the lender the
right to terminate the credit commitment and declare all amounts outstanding
immediately due and payable.
F-332
<PAGE> 477
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
Subordinated Debt
In December 1998, Avalon Michigan became a co-issuer of a $150,000
principal balance, Senior Subordinated Notes ("Subordinated Notes") offering and
Michigan Holdings became a co-issuer of a $196,000, gross proceeds, Senior
Discount Notes (defined below) offering. In conjunction with these financings,
Avalon Michigan paid $18,130 to Avalon Finance as a partial payment against
Avalon Michigan's note payable-affiliate. Avalon Michigan paid $76 in interest
on this note payable-affiliate during the period from inception (June 2, 1998)
through December 31, 1998.
The Subordinated Notes mature on December 1, 2008, and interest accrued at
a rate of 9.375% per annum. Interest is payable semi-annually in arrears on June
1 and December 1 of each year, commencing on June 1, 1999. Accrued interest on
the Subordinated Notes was $1,078 at December 31, 1998.
The Senior Subordinated Notes will not be redeemable at the Co-Borrowers'
option prior to December 1, 2003. Thereafter, the Senior Subordinated Notes will
be subject to redemption at any time at the option of the Co-Borrowers, in whole
or in part at the redemption prices (expressed as percentages of principal
amount) plus accrued and unpaid interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
December 1 of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2003..................................................... 104.688%
2004..................................................... 103.125%
2005..................................................... 101.563%
2006 and thereafter...................................... 100.000%
</TABLE>
The scheduled maturities of the long-term debt are $2,000 in 2001, $4,000
in 2002, $72,479 in 2003, and the remainder thereafter.
At any time prior to December 1, 2001, the Co-Borrowers may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Senior
Subordinate Notes originally issued under the Indenture at a redemption price
equal to 109.375% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date, with the net cash proceeds of any
equity offering and/or the net cash proceeds of a strategic equity investment;
provided that at least 65% of the aggregate principal amount at maturity of
Senior Subordinated Notes originally issued remain outstanding immediately after
each such redemption.
As used in the preceding paragraph, "Equity Offering and Strategic Equity
Investment" means any public or private sale of Capital Stock of any of the
Co-Borrowers pursuant to which the Co-Borrowers together receive net proceeds of
at least $25 million, other than issuances of Capital Stock pursuant to employee
benefit plans or as compensation to employees; provided that to the extent such
Capital Stock is issued by the Co-Borrowers, the net cash proceeds thereof shall
have been contributed to one or more of the Co-Borrowers in the form of an
equity contribution.
The Indentures provide that upon the occurrence of a change of control (a
"Change of Control") each holder of the Notes has the right to require the
Company to purchase all or any part (equal to $1,000 or an integral multiple
thereof) of such holder's Notes at an offer price in
F-333
<PAGE> 478
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
cash to 101% of the aggregate principal amount thereon plus accrued and unpaid
interest and Liquidated Damages (as defined in the Indentures) thereof, if any,
to the date of purchase.
The Senior Discount Notes
On December 3, 1998, the Company, Avalon Cable LLC and Avalon Cable
Holdings Finance, Inc. ("Holdings Co-Borrowers") issued $196.0 million aggregate
principal amount at maturity of 11 7/8% Senior Discount Notes ("Senior Discount
Notes") due 2008.
The Senior Discount Notes were issued at a substantial discount from their
principal amount at maturity, to generate gross proceeds of approximately $110.4
million. Interest on the Senior Discount Notes will accrue but not be payable
before December 1, 2003. Thereafter, interest on the Senior Discount Notes will
accrue on the principal amount at maturity at a rate of 11.875% per annum, and
will be payable semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 2003. Prior to December 1, 2003, the accreted value of
the Senior Discount Notes will increase, representing amortization of original
issue discount, between the date of original issuance and December 1, 2003 on a
semi-annual basis using a 360-day year comprised of twelve 30-day months, such
that the accreted value shall be equal to the full principal amount at maturity
of the Senior Discount Notes on December 1, 2003. Original issue discount
accretion on the Senior Discount Notes was $1,083 at December 31, 1998.
On December 1, 2003, the Holding Co-borrowers will be required to redeem an
amount equal to $369.79 per $1,000 principal amount at maturity of each Senior
Discount Note then outstanding on a pro rata basis at a redemption price of 100%
of the principal amount at maturity of the Senior Discount Notes so redeemed.
On or after December 1, 2003, the Senior Discount Notes will be subject to
redemption at any time at the option of the Holding Co-borrowers, in whole or in
part, at the redemption prices, which are expressed as percentages of principal
amount, shown below plus accrued and unpaid interest, if any, and liquidated
damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on December 1 of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2003..................................................... 105.938%
2004..................................................... 103.958%
2005..................................................... 101.979%
2006 and thereafter...................................... 100.000%
</TABLE>
Notwithstanding the foregoing, at any time before December 1, 2001, the
holding companies may on any one or more occasions redeem up to 35% of the
aggregate principal amount at maturity of senior discount notes originally
issued under the Senior Discount Note indenture at a redemption price equal to
111.875% of the accreted value at the date of redemption, plus liquidated
damages, if any, to the redemption date, with the net cash proceeds of any
equity offering and/or the net cash proceeds of a strategic equity investment;
provided that at least 65% of the aggregate principal amount at maturity of
Senior Discount Notes originally issued remain outstanding immediately after
each occurrence of such redemption.
Upon the occurrence of a Change of Control, each holder of Senior Discount
Notes will have the right to require the Holding Co-borrowers to repurchase all
or any part of such holder's Senior Discount Notes pursuant to a Change of
Control offer at an offer price in cash equal to
F-334
<PAGE> 479
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and liquidated damages thereon, if any, to the date of purchase.
Note Payable
Avalon New England issued a note payable for $500 which is due on May 29,
2003, and bears interest at a rate of 7% per annum (which approximates Avalon
New England's incremental borrowing rate) payable annually. Additionally, Avalon
New England has a $100 non-compete agreement. The agreement calls for five
annual payments of $20, commencing on May 29, 1999.
Mercom debt
In August 1997, the Mercom revolving credit agreement for $2,000 expired.
Mercom had no borrowings under the revolving credit agreement in 1996 or 1997.
On September 29, 1997, Avalon Michigan purchased and assumed all of the
bank's interest in the term credit agreement and the note issued thereunder.
Immediately after the purchase, the term credit agreement was amended in order
to, among other things, provide for less restrictive financial covenants,
eliminate mandatory amortization of principal and provide for a bullet maturity
of principal on December 31, 2002, and remove the change of control event of
default. Mercom's borrowings under the term credit agreement contain pricing and
security provisions substantially the same as those in place prior to the
purchase of the loan. The borrowings are secured by a pledge of the stock of
Mercom's subsidiaries and a first lien on certain of the assets of Mercom and
its subsidiaries, including inventory, equipment and receivables at December 31,
1998, $14,151 of principal was outstanding. The borrowings under the term credit
agreement are eliminated in the Company's consolidated balance sheet.
9. MINORITY INTEREST
The activity in minority interest for the year ended December 31, 1998 is
as follows:
<TABLE>
<CAPTION>
AVALON
CABLE
MERCOM LLC TOTAL
------- ------- -------
<S> <C> <C> <C>
Issuance of Class A units by Avalon Cable LLC....... -- 45,000 45,000
Issuance of Class B-1 units by Avalon Cable LLC..... -- 4,345 4,345
Allocated to minority interest prior to
restructuring..................................... -- 365 365
Purchase of Cable Michigan, Inc..................... 13,457 -- 13,457
Income (loss) allocated to minority interest........ 398 (1,729) (1,331)
------- ------- -------
Balance at December 31, 1998........................ $13,855 $47,981 $61,836
======= ======= =======
</TABLE>
10. EMPLOYEE BENEFIT PLANS
Avalon Michigan has a qualified savings plan under Section 401(K) of the
Internal Revenue Code. Contributions charged to expense for the period from
November 5, 1998 to December 31, 1998 was $30.
F-335
<PAGE> 480
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
11. COMMITMENTS AND CONTINGENCIES
Leases
Avalon New England and Avalon Michigan rent poles from utility companies
for use in their operations. While rental agreements are generally short-term,
Avalon New England and Avalon Michigan anticipate such rentals will continue in
the future. Avalon New England and Avalon Michigan also lease office facilities
and various items of equipment under month-to-month operating leases. Rent
expense was $58 for the year ended December 31, 1998. Rental commitments are
expected to continue at approximately $1 million a year for the foreseeable
future, including pole rental commitments which are cancelable.
Legal Matters
The Company and its subsidiaries are subject to regulation by the Federal
Communications Commission ("FCC") and other franchising authorities.
The Company and its subsidiaries are subject to the provisions of the Cable
Television Consumer Protection and Competition Act of 1992, as amended, and the
Telecommunications Act of 1996. The Company and its subsidiaries have either
settled challenges or accrued for anticipated exposures related to rate
regulation; however, there is no assurance that there will not be further
additional challenges to its rates.
In the normal course of business, there are various legal proceedings
outstanding. In the opinion of management, these proceedings will not have a
material adverse effect on the financial condition or results of operations of
the Company and its subsidiaries.
12. RELATED PARTY TRANSACTIONS AND BALANCES
During 1998, Avalon New England received $3,341 from Avalon Holdings. In
consideration for this amount, Avalon New England executed a note payable to
Avalon Holdings. This note is recorded as note payable-affiliate on the balance
sheet at December 31, 1998. Interest accrues at the rate of 5.57% per year and
Avalon New England has recorded accrued interest on this note of $100 at
December 31, 1998.
13. SUBSEQUENT EVENT
In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase Avalon Cable LLC's cable television systems and assume some of their
debt. The acquisition by Charter Communications is subject to regulatory
approvals. The Company expects to consummate this transaction in the fourth
quarter of 1999.
This agreement, if closed, would constitute a change in control under the
Indenture pursuant to which the Senior Subordinated Notes and the Senior
Discount Notes (collectively, the "Notes") were issued. The Indenture provides
that upon the occurrence of a change of control of the Company (a "Change of
Control") each holder of the Notes has the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereon (or 101% of the accreted value for the Senior Discount
Notes as of the date of purchase if prior
F-336
<PAGE> 481
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
to the full accretion date) plus accrued and unpaid interest and Liquidated
Damages (as defined in the Indenture) thereof, if any, to the date of purchase.
This agreement, if closed, would represent a Change of Control which, on
the closing date, constitutes an event of default under the Credit Facility
giving the lender the right to terminate the credit commitment and declare all
amounts outstanding immediately due and payable. Charter Communications has
agreed to repay all amounts due under the Credit Facility or cause all events of
default under the Credit Facility arising from the Change of Control to be
waived.
F-337
<PAGE> 482
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash........................................................ $ 13,227 $ 9,288
Accounts receivable, net of allowance for doubtful accounts
of $957 and $943.......................................... 6,210 5,862
Prepayments and other current assets........................ 1,447 1,388
Accounts receivable from related parties.................... -- 124
Deferred income taxes....................................... -- 377
-------- --------
Current assets.............................................. 20,884 17,039
Property, plant and equipment, net.......................... 115,200 111,421
Intangible assets, net...................................... 473,323 462,117
Deferred charges and other assets........................... 1,169 1,302
-------- --------
Total assets................................................ $610,576 $591,879
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of notes payable............................ $ 20 $ 20
Accounts payable and accrued expenses....................... 20,669 11,646
Advance billings and customer deposits...................... 3,363 3,171
Accounts payable-affiliate.................................. 3,388 2,023
-------- --------
Current liabilities......................................... 27,440 16,860
Long-term debt.............................................. 442,727 402,949
Notes payable-affiliates.................................... -- 3,341
Deferred income taxes....................................... 71,668 80,811
-------- --------
Total liabilities........................................... 541,835 503,961
-------- --------
Commitments and contingencies (Note 5)
Minority interest........................................... 46,840 61,836
Stockholders' equity
Common stock................................................ -- --
Additional paid-in capital.................................. 35,000 35,000
Accumulated deficit......................................... (13,099) (8,918)
-------- --------
Total stockholders' equity.................................. 21,901 26,082
-------- --------
Total liabilities and shareholders' equity.................. $610,576 $591,879
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-338
<PAGE> 483
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE QUARTER FOR THE QUARTER
ENDED ENDED
MARCH 31, 1999 MARCH 31, 1998
--------------- ---------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
REVENUE
Basic services.............................................. $ 20,027 $ --
Premium services............................................ 1,966 --
Other....................................................... 2,584 --
-------- --------
Total Revenue............................................... 24,577 --
Operating expenses
Selling, general and administrative......................... 4,202 --
Programming................................................. 6,819 --
Technical and operations.................................... 2,800 --
Depreciation and amortization............................... 10,839 --
-------- --------
Loss from operations........................................ (83) --
Interest income............................................. 299 1
Interest expense............................................ (11,730) --
-------- --------
Income loss before income taxes............................. (11,514) 1
Benefit from income taxes................................... 6,192 --
-------- --------
Income (loss) before minority interest and extraordinary
item...................................................... (5,322) 1
Minority interest in loss of consolidated entity............ 1,141 --
-------- --------
Net income (loss)........................................... $ (4,181) $ 1
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-339
<PAGE> 484
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED MARCH 31, 1999
-------------------------------------------------------------------
COMMON ADDITIONAL TOTAL
SHARES COMMON PAID-IN ACCUMULATED SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL DEFICIT EQUITY
----------- ------ ---------- ----------- -------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998.... 100 $ -- $35,000 $ (8,918) $26,082
Net loss for the quarter ended
March 31, 1999.............. -- -- -- (4,181) (4,181)
--- ------ ------- -------- -------
Balance, March 31, 1999....... 100 $ -- $35,000 $(13,099) $21,901
=== ====== ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-340
<PAGE> 485
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE FOR THE
QUARTER ENDED QUARTER ENDED
MARCH 31, 1999 MARCH 31, 1998
-------------- --------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................................... $(4,181) $ 1
Depreciation and amortization............................... 10,839 --
Accretion of Senior Discount Notes.......................... 3,278 --
Increase (decrease) in minority interest.................... (1,141) --
Net change in certain assets and liabilities, net of
business acquisitions.....................................
Increase in accounts receivable............................. 29 --
Increase in prepayment and other assets..................... (21) (1)
Increase in accounts payable and accrued expenses........... 6,492 --
Increase in deferred revenue................................ 131 --
Increase in accounts payable, net-affiliate................. 1,365 --
Deferred income taxes, net.................................. (6,192) --
------- -------
Net cash provided by operating activities................... 10,599 --
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment.................. (4,269) --
Payment for acquisitions.................................... (35,550) --
------- -------
Net cash used in investing activities....................... (39,819) --
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable-affiliate..................................... (3,341) --
Proceeds from the issuance of the Credit Facility........... 36,500 --
------- -------
Net cash provided by financing activities................... 33,159 --
------- -------
Net increase in cash........................................ 3,939 --
Cash at beginning of the period............................. 9,288 --
------- -------
Cash at end of the period................................... $13,227 $ --
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-341
<PAGE> 486
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(IN THOUSANDS)
1. DESCRIPTION OF BUSINESS
Avalon Cable of Michigan Holdings, Inc. ("the Company") was formed in June
1998, pursuant to the laws of the state of Delaware. Avalon Cable of Michigan
Inc. ("Avalon Michigan") was formed in June 1998, pursuant to the laws of the
state of Delaware as a wholly owned subsidiary of the Company. On June 3, 1998,
Avalon Michigan entered into an Agreement and Plan of Merger (the "Agreement")
among the Company, Cable Michigan, Inc. ("Cable Michigan") and Avalon Michigan,
pursuant to which Avalon Michigan will merge into Cable Michigan and Cable
Michigan will become a wholly owned subsidiary of the Company (the "Merger").
In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of Cable Michigan outstanding prior
to the effective time of the Merger (other than treasury stock, shares owned by
the Company or its subsidiaries, or shares as to which dissenters' rights have
been exercised) shall be converted into the right to receive $40.50 in cash (the
"Merger Consideration"), subject to certain possible closing adjustments.
In conjunction with the acquisition of Cable Michigan, Avalon Michigan
acquired Cable Michigan's 62% ownership interest in Mercom, Inc. ("Mercom").
On November 6, 1998, Avalon Michigan completed its merger into and with
Cable Michigan. The total consideration paid in conjunction with the merger,
including fees and expenses was $431,629, including repayment of all existing
Cable Michigan indebtedness and accrued interest of $135,205. The Agreement also
permitted Avalon Michigan to agree to acquire the remaining shares of Mercom
that it did not own.
The Company contributed $137,375 in cash to Avalon Michigan, which was used
to consummate the Merger. On November 5, 1998, the Company received $105,000 in
cash in exchange for promissory notes to lenders (the "Bridge Agreement"). On
November 6, 1998, the Company contributed the proceeds received from the Bridge
Agreement and an additional $35,000 in cash to Avalon Michigan in exchange for
100 shares of common stock.
On November 6, 1998, Avalon Cable of New England Holdings, Inc contributed
its 100% interest in Avalon Cable of New England LLC ("Avalon New England") to
Avalon Cable LLC in exchange for a membership interest in Avalon Cable LLC. This
contribution was between entities under common control and was accounted for
similar to a pooling-of-interests. Under this pooling-of-interests method, the
results of operations for Avalon include the results of operations from the date
of inception (September 4, 1997) of Avalon New England. On that same date,
Avalon Cable LLC received $63,000 from affiliated entities, which was comprised
of (i) a $45,000 capital contribution by Avalon Investors, LLC ("Avalon
Investors") and (ii) a $18,000 promissory note from Avalon Cable Holdings LLC
("Avalon Holdings"), which was used to make a $62,800 cash contribution to
Avalon New England.
The cash contribution received by Avalon New England was used to (i)
extinguish existing indebtedness of $29,600 and (ii) fund a $33,200 loan to
Avalon Holdings Finance which matures on December 31, 2001.
On December 10, 1998, Avalon Cable LLC received a dividend distribution
from Avalon New England in the amount of $18,206, which was used by Avalon Cable
LLC to pay off the promissory note payable to Avalon Holdings, plus accrued
interest.
F-342
<PAGE> 487
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
On March 26, 1999, after the acquisition of Mercom, the Company completed a
series of transactions to facilitate certain aspects of its financing between
affiliated entities under common control. As a result of these transactions:
- The Company contributed the Senior Discount Notes and associated debt
finance costs to Avalon Cable LLC and became a guarantor of the Senior
Discount Notes.
- Avalon Michigan contributed its assets and liabilities excluding deferred
tax liabilities, net to Avalon Cable LLC in exchange for an approximate
88% voting interest in Avalon Cable LLC. Avalon Cable LLC contributed
these assets and liabilities, excluding the Senior Discount Notes and
associated debt finance costs, to its wholly-owned subsidiary, Avalon
Cable of Michigan LLC.
- Avalon Cable of Michigan LLC has become the operator of the Michigan
cluster replacing Avalon Michigan;
- Avalon Cable of Michigan LLC is an obligor on the Senior Subordinated
Notes replacing Avalon Michigan; and
- Avalon Michigan is a guarantor of the obligations of Avalon Cable of
Michigan LLC under the Senior Subordinated Notes. Avalon Michigan does
not have significant assets, other than its 88% investment in Avalon
Cable LLC at March 31, 1999.
As a result of this reorganization between entities under common control,
the Company accounted for the reorganization similar to a pooling-of-interests.
Under the pooling-of-interests method, the results of operations include the
results of operations from the earliest date that a member becomes a part of the
control group by inception or acquisition. For the Company, the results of
operations are from the date of inception (September 4, 1997) for Avalon Cable
of New England LLC (Avalon New England), a wholly-owned subsidiary of Avalon
Cable LLC.
The Company has a majority interest in Avalon Cable LLC. Avalon Cable LLC
wholly-owns Avalon Cable Holdings Finance, Avalon New England, and Avalon
Michigan LLC.
Avalon Michigan LLC and Avalon New England provide cable services to
various areas in Michigan and New England, respectively. Avalon New England and
Avalon Michigan LLC's cable systems offer customer packages for basic cable
programming services which are offered at a per channel charge or packaged
together to form a tier of services offered at a discount from the combined
channel rate. Avalon New England and Avalon Michigan LLC's cable systems also
provide premium cable services to their customers for an extra monthly charge.
Customers generally pay initial connection charges and fixed monthly fees for
cable programming and premium cable services, which constitute the principle
sources of revenue for the Company.
Avalon Holdings Finance was formed for the sole purpose of facilitating
financings associated with the acquisition of various cable operating companies.
Avalon Holdings Finance conducts no other activities.
2. BASIS OF PRESENTATION
Pursuant to the rules and regulations of the Securities and Exchange
Commission, certain financial information has been condensed and certain
footnote disclosures have been omitted. Such information and disclosures are
normally included in financial statements prepared in accordance with generally
accepted accounting principles.
F-343
<PAGE> 488
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
These condensed financial statements should be read in conjunction with the
Company's audited financial statements at December 31, 1998 and notes thereto
included elsewhere herein.
The financial statements as of March 31, 1999 and for the three month
period then ended are unaudited; however, in the opinion of management, such
statements include all adjustments (consisting solely of normal and recurring
adjustments except for the acquisition of Cross Country Cable, LLC ("Cross
Country"), Nova Cablevision, Inc., Nova Cablevision VI, L.P. and Nova
Cablevision VII, L.P. ("Nova Cable"), Novagate Communication Corporation
("Novagate"), R/Com. L.C., the Mercom Acquisition and the contribution of assets
and liabilities by Avalon Cable LLC) necessary to present fairly the financial
information included therein.
3. MERGER AND ACQUISITIONS
The Merger agreement between the Company and Avalon Michigan permitted
Avalon Michigan to agree to acquire the 1,822,810 shares (approximately 38% of
the outstanding stock) of Mercom that it did not own (the "Mercom Acquisition").
On September 10, 1998 Avalon Michigan and Mercom entered into a definitive
agreement (the "Mercom Merger Agreement") providing for the acquisition by
Avalon Michigan of all of such shares at a price of $12.00 per share. Avalon
Michigan completed this acquisition in March 1999. The total estimated
consideration payable in conjunction with the Mercom Acquisition, excluding fees
and expenses was $21,900. The purchase price was allocated as follows:
approximately $13,800 to the elimination of minority interest, $1,170 to
property, plant and equipment, $6,700 to cable franchises and the excess of
consideration paid over the fair market value of the net assets acquired, or
goodwill, of $240.
In March 1999, Avalon Cable of Michigan Inc. acquired the cable television
systems of Nova Cable for approximately $7,800, excluding transaction fees.
On January 21, 1999, the Company through its subsidiary, Avalon Cable of
New England, LLC and subsidiaries, acquired Novagate for a purchase price of
$2,900.
On March 26, 1999, the Company through its subsidiary, Avalon Cable of
Michigan, LLC, acquired the assets of R/Com, L.C., for a total purchase price of
approximately $450.
In January 1999, the Company acquired all of the issued and outstanding
Common Stock of Cross Country for a purchase price of approximately $2,500,
excluding transaction fees.
The acquisition have been accounted for as purchases and the results of the
companies acquired have been included in the accompanying financial statements
since their acquisition dates. Accordingly, the consideration was allocated to
the net assets based on their respective fair market values. The excess of the
consideration paid over the estimated fair market values of the net assets
acquired was $11,041 and is being amortized using the straight line method over
15 years.
Avalon New England has a definitive agreement to purchase all of the cable
systems of Taconic Technology Corporation for approximately $8,525 (excluding
transaction fees). The merger is expected to close in the second quarter of
1999.
F-344
<PAGE> 489
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
4. MINORITY INTEREST
The activity in minority interest for the quarter ended March 31, 1999 is
as follow:
<TABLE>
<CAPTION>
AVALON
CABLE
MERCOM LLC TOTAL
------- ------- -------
<S> <C> <C> <C>
Balance at December 31, 1998........................ $13,855 $47,981 $61,836
Purchase of the minority interest of Mercom......... (13,855) -- (13,855)
Loss allocated to minority interest................. -- (1,141) (1,141)
------- ------- -------
-- $46,840 $46,840
======= ======= =======
</TABLE>
5. COMMITMENTS AND CONTINGENCIES
In connection with the acquisition of Mercom, former shareholders of Mercom
holding approximately 731,894 Mercom common shares or approximately 15.3% of all
outstanding Mercom common shares gave notice of their election to exercise
appraisal rights as provided by Delaware law. On July 2, 1999, former
shareholders of Mercom holding 535,501 shares of Mercom common stock filed a
petition for appraisal of stock in the Court of Chancery in the State of
Delaware. With respect to 209,893 of the total number of shares for which the
Company received notice, the Company received the notice of election from
beneficial holders of Mercom common shares and not from holders of record. The
Company believes that the notice with respect to the 209,893 shares did not
comply with Delaware law and is ineffective. The Company cannot predict at this
time the effect of the elections to exercise appraisal rights on the Company
since the Company does not know the extent to which these former shareholders
will continue to pursue appraisal rights under Delaware law or choose to abandon
these efforts and accept the consideration payable in the Mercom merger. If
these former shareholders continue to pursue their appraisal rights and if a
Delaware court were to find that the fair value of the Mercom common shares,
exclusive of any element of value arising from our acquisition of Mercom,
exceeded $12.00 per share, the Company would have to pay the additional amount
for each Mercom common share subject to the appraisal proceedings together with
a fair rate of interest. The Company could be ordered by the Delaware court also
to pay reasonable attorney's fees and the fees and expenses of experts for the
shareholders. In addition, the Company would have to pay their own litigation
costs. The Company have already provided for the consideration of $12.00 per
Mercom common share due under the terms of our merger with Mercom with respect
to these shares but have not provided for any additional amounts or costs. The
Company can provide no assurance as to what a Delaware court would find in any
appraisal proceeding or when this matter will be resolved. Accordingly, the
Company cannot assure you that the ultimate outcome would not have a material
adverse effect on the Company.
The Company is subject to the provisions of the Cable Television Consumer
Protection and Competition Act of 1992, as amended, and the Telecommunications
Act of 1996. The Company has either settled challenges or accrued for
anticipated exposures related to rate regulation; however, there is no assurance
that there will not be further additional challenges to its rates.
In the normal course of business, there are various legal proceedings
outstanding. In the opinion of management, these proceedings will not have a
material adverse effect on the financial condition or results of operations of
the Company.
F-345
<PAGE> 490
AVALON CABLE OF MICHIGAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
6. SUBSEQUENT EVENT
In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase Avalon Cable LLC's cable television systems and assume some of their
debt. The acquisition by Charter Communications is subject to regulatory
approvals. The Company expects to consummate this transaction in the fourth
quarter of 1999.
This agreement, if closed, would constitute a change in control under the
Indenture pursuant to which the Senior Subordinated Notes and the Senior
Discount Notes (collectively, the "Notes") were issued. The Indenture provides
that upon the occurrence of a change of control of the Company (a "Change of
Control") each holder of the Notes has the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereon (or 101% of the accreted value for the Senior Discount
Notes as of the date of purchase if prior to full accretion date) plus accrued
and unpaid interest and Liquidated Damages (as defined in the Indenture)
thereof, if any, to the date of purchase.
This agreement, if closed, would represent a Change of Control which, on
the closing date, constitutes an event of default under the Credit Facility
giving the lender the right to terminate the credit commitment and declare all
amounts outstanding immediately due and payable. Charter Communications has
agreed to repay all amounts due under the credit facility or cause all events of
default under the credit facility arising from a change of control to be waived.
F-346
<PAGE> 491
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of
Avalon Cable of Michigan, Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations and changes in shareholders'
deficit and of cash flows present fairly, in all material respects, the
financial position of Cable Michigan, Inc. and subsidiaries (collectively, the
"Company") at December 31, 1996 and 1997 and November 5, 1998, and the results
of their operations and their cash flows for each of the two years ended
December 31, 1996 and 1997 and the period from January 1, 1998 to November 5,
1998, in conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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.
PRICEWATERHOUSECOOPERS LLP
New York, New York
March 30, 1999
F-347
<PAGE> 492
CABLE MICHIGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash and temporary cash investments......................... $ 17,219 $ 6,093
Accounts receivable, net of reserve for doubtful accounts of
$541 at December 31, 1997 and $873 at November 5, 1998.... 3,644 4,232
Prepayments and other....................................... 663 821
Accounts receivable from related parties.................... 166 396
Deferred income taxes....................................... 1,006 541
-------- --------
Total current assets........................................ 22,698 12,083
Property, plant and equipment, net.......................... 73,836 77,565
Intangible assets, net...................................... 45,260 32,130
Deferred charges and other assets........................... 803 9,442
-------- --------
Total assets................................................ $142,597 $131,220
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current portion of long-term debt........................... $ -- $ 15,000
Accounts payable............................................ 5,564 8,370
Advance billings and customer deposits...................... 2,242 1,486
Accrued taxes............................................... 167 1,035
Accrued cable programming expense........................... 2,720 5,098
Accrued expenses............................................ 4,378 2,052
Accounts payable to related parties......................... 1,560 343
-------- --------
Total current liabilities................................... 16,631 33,384
Long-term debt.............................................. 143,000 120,000
Deferred income taxes....................................... 22,197 27,011
-------- --------
Total liabilities........................................... 181,828 180,395
-------- --------
Minority interest........................................... 14,643 14,690
-------- --------
Commitments and contingencies (Note 11)..................... -- --
Preferred Stock............................................. -- --
Common stock................................................ -- --
Common shareholders' deficit................................ (53,874) (63,865)
-------- --------
Total Liabilities and Shareholders' Deficit................. $142,597 $131,220
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-348
<PAGE> 493
CABLE MICHIGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED FOR THE
DECEMBER 31, PERIOD FROM
------------------------ JANUARY 1, 1998 TO
1996 1997 NOVEMBER 5, 1998
---------- ---------- ------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE
AND SHARE AMOUNTS)
<S> <C> <C> <C>
Revenues....................................... $ 76,187 $ 81,299 $ 74,521
Costs and expenses, excluding management fees
and depreciation and amortization............ 40,593 44,467 41,552
Management fees................................ 3,498 3,715 3,156
Depreciation and amortization.................. 31,427 32,082 28,098
Merger related expenses........................ -- -- 5,764
---------- ---------- ----------
Operating income............................... 669 1,035 (4,049)
Interest income................................ 127 358 652
Interest expense............................... (15,179) (11,751) (8,034)
Gain on sale of Florida cable system........... -- 2,571 --
Other (expense), net........................... (736) (738) (937)
---------- ---------- ----------
(Loss) before income taxes..................... (15,119) (8,525) (12,368)
(Benefit) from income taxes.................... (5,712) (4,114) (1,909)
---------- ---------- ----------
(Loss) before minority interest and equity in
unconsolidated entities...................... (9,407) (4,411) (10,459)
Minority interest in loss (income) of
consolidated entity.......................... 1,151 53 (75)
---------- ---------- ----------
Net (Loss)..................................... $ (8,256) $ (4,358) $ (10,534)
========== ========== ==========
Basic and diluted earnings per average common
share Net (loss) to shareholders............. $ (1.20) $ (.63) $ (1.45)
Average common shares and common stock
equivalents outstanding...................... 6,864,799 6,870,528 6,891,932
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-349
<PAGE> 494
CABLE MICHIGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
THE PERIOD FROM JANUARY 1, 1998 TO NOVEMBER 5, 1998
----------------------------------------------------------------------------
COMMON ADDITIONAL SHAREHOLDER'S TOTAL
SHARES COMMON PAID-IN NET SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL DEFICIT INVESTMENT DEFICIT
----------- ------ ---------- -------- ------------- -------------
(DOLLARS IN THOUSANDS EXCEPT SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995..... 1,000 $ 1 $ -- $ -- $(73,758) $(73,757)
Net loss....................... (8,256) (8,256)
Transfers from CTE............. 2,272 2,272
--------- ------ ---- -------- -------- --------
Balance, December 31, 1996..... 1,000 1 -- -- (79,742) (79,741)
Net loss from 1/1/97 through
9/30/97...................... (3,251) (3,251)
Net loss from 10/1/97 through
12/31/97..................... (1,107) (1,107)
Transfers from RCN
Corporation.................. 30,225 30,225
Common stock issued in
connection with the
Distribution................. 6,870,165 6,870 (59,638) 52,768 --
--------- ------ ---- -------- -------- --------
Balance, December 31, 1997..... 6,871,165 $6,871 -- $(60,745) $ -- $(53,874)
========= ====== ==== ======== ======== ========
Net loss from January 1, 1998
to November 5, 1998.......... (10,534) (10,534)
Exercise of stock options...... 30,267 30 351 381
Tax benefits of stock option
exercises.................... 162 162
--------- ------ ---- -------- -------- --------
Balance, November 5, 1998...... 6,901,432 $6,901 $513 $(71,279) $ -- $(63,865)
========= ====== ==== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-350
<PAGE> 495
CABLE MICHIGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31, FOR THE PERIOD FROM
-------------------- JANUARY 1, 1998 TO
1996 1997 NOVEMBER 5, 1998
-------- --------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss).................................................. $ (8,256) $ (4,358) $(10,534)
Gain on pension curtailment/settlement...................... (855) -- --
Depreciation and amortization............................... 31,427 32,082 28,098
Deferred income taxes, net.................................. 988 (4,359) (3,360)
Provision for losses on accounts receivable................. 843 826 710
Gain on sale of Florida cable systems....................... -- (2,571) --
Increase (decrease) in minority interest.................... (1,151) (53) 47
Other non-cash items........................................ 2,274 1,914 --
Net change in certain assets and liabilities, net of
business acquisitions
Accounts receivable and customer deposits................... (1,226) (617) (2,054)
Accounts payable............................................ 1,365 2,234 2,806
Accrued expenses............................................ 125 580 52
Accrued taxes............................................... (99) 61 868
Accounts receivable from related parties.................... 567 1,549 (230)
Accounts payable to related parties......................... 1,314 (8,300) (1,217)
Other, net.................................................. 501 (644) (158)
-------- --------- --------
Net cash provided by operating activities................... 27,817 18,344 15,028
-------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment.................. (9,605) (14,041) (18,697)
Acquisitions, net of cash acquired.......................... -- (24) --
Proceeds from sale of Florida cable systems................. -- 3,496 --
Other....................................................... 390 560 --
-------- --------- --------
Net cash used in investing activities....................... (9,215) (10,009) (18,697)
-------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt.................................. -- 128,000 --
Redemption of long-term debt................................ (1,500) (17,430) (8,000)
Proceeds from the issuance of common stock.................. -- -- 543
Transfers from CTE.......................................... -- 12,500 --
Change in affiliate notes, net.............................. (16,834) (116,836) --
Payments made for debt financing costs...................... -- (647) --
-------- --------- --------
Net cash provided by (used in) financing activities......... (18,334) 5,587 (7,457)
Net increase/(decrease) in cash and temporary cash
investments............................................... 268 13,922 (11,126)
Cash and temporary cash investments at beginning of year.... 3,029 3,297 17,219
-------- --------- --------
Cash and temporary cash investments at end of year.......... $ 3,297 $ 17,219 $ 6,093
======== ========= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for Interest...................... $ 15,199 $ 11,400 $ 7,777
Income taxes................................................ 29 370 315
</TABLE>
Supplemental Schedule of Non-cash Investing and Financing Activities:
In September 1997, in connection with the transfer of CTE's investment in
Mercom to the Company, the Company assumed CTE's $15,000 Term Credit Facility.
Certain intercompany accounts receivable and payable and intercompany note
balances were transferred to shareholders' net investment in connection with
the Distribution described in note 1.
The accompanying notes are an integral part of these consolidated financial
statements.
F-351
<PAGE> 496
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
DECEMBER 31, 1998
1. BACKGROUND AND BASIS OF PRESENTATION
Prior to September 30, 1997, Cable Michigan, Inc. and subsidiaries (the
"Company") was operated as part of C-TEC Corporation ("C-TEC"). On September 30,
1997, C-TEC distributed 100 percent of the outstanding shares of common stock of
its wholly owned subsidiaries, RCN Corporation ("RCN") and the Company to
holders of record of C-TEC's Common Stock and C-TEC's Class B Common Stock as of
the close of business on September 19, 1997 (the "Distribution") in accordance
with the terms of the Distribution Agreement dated September 5, 1997 among
C-TEC, RCN and the Company. The Company consists of C-TEC's Michigan cable
operations, including its 62% ownership in Mercom, Inc. ("Mercom"). In
connection with the Distribution, C-TEC changed its name to Commonwealth
Telephone Enterprises, Inc. ("CTE"). RCN consists primarily of C-TEC's bundled
residential voice, video and Internet access operations in the Boston to
Washington, D.C. corridor, its existing New York, New Jersey and Pennsylvania
cable television operations, a portion of its long distance operations and its
international investment in Megacable, S.A. de C.V. C-TEC, RCN, and the Company
continue as entities under common control until the Company completes the Merger
(as described below).
On June 3, 1998, the Company entered into an Agreement and Plan of Merger
(the "Agreement") among the Company, Avalon Cable of Michigan Holdings Inc.
("Avalon Holdings") and Avalon Cable of Michigan Inc. ("Avalon Sub"), pursuant
to which Avalon Sub will merge into the Company and the Company will become a
wholly owned subsidiary of Avalon Holdings (the "Merger").
In accordance with the terms of the Agreement, each share of common stock,
par value $1.00 per share ("common stock"), of the Company outstanding prior to
the effective time of the Merger (other than treasury stock, shares owned by
Avalon Holdings or its subsidiaries, or shares as to which dissenters' rights
have been exercised) shall be converted into the right to receive $40.50 in cash
(the "Merger Consideration"), subject to certain possible closing adjustments.
On November 6, 1998, the Company completed its merger into and with Avalon
Cable Michigan, Inc. The total consideration payable in conjunction with the
merger, including fees and expenses is approximately 431,600. Subsequent to the
merger, the arrangements with RCN and CTE (as described below) were terminated.
The Merger agreement also permitted the Company to agree to acquire the
remaining shares of Mercom that it did not own.
Cable Michigan provides cable services to various areas in the state of
Michigan. Cable Michigan's cable television systems offer customer packages for
basic cable programming services which are offered at a per channel charge or
packaged together to form a tier of services offered at a discount from the
combined channel rate. Cable Michigan's cable television systems also provide
premium cable services to their customers for an extra monthly charge. Customers
generally pay initial connection charges and fixed monthly fees for cable
programming and premium cable services, which constitute the principle sources
of revenue for the Company.
The consolidated financial statements have been prepared using the
historical basis of assets and liabilities and historical results of operations
of all wholly and majority owned subsidiaries. However, the historical financial
information presented herein reflects periods during which the Company did not
operate as an independent company and accordingly, certain assumptions were made
in preparing such financial information. Such information, therefore, may not
necessarily reflect the results of operations, financial condition or cash flows
of the Company
F-352
<PAGE> 497
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
in the future or what they would have been had the Company been an independent,
public company during the reporting periods. All material intercompany
transactions and balances have been eliminated.
RCN's corporate services group has historically provided substantial
support services such as finance, cash management, legal, human resources,
insurance and risk management. Prior to the Distribution, the corporate office
of C-TEC allocated the cost for these services pro rata among the business units
supported primarily based on assets; contribution to consolidated earnings
before interest, depreciation, amortization, and income taxes; and number of
employees. In the opinion of management, the method of allocating these costs is
reasonable; however, such costs are not necessarily indicative of the costs that
would have been incurred by the Company on a stand-alone basis.
CTE, RCN and the Company have entered into certain agreements subsequent to
the Distribution, and governing various ongoing relationships, including the
provision of support services between the three companies, including a
distribution agreement and a tax-sharing agreement.
The fee per year for support services from RCN will be 4.0% of the revenues
of the Company plus a direct allocation of certain consolidated cable
administration functions of RCN. The direct charge for customer service along
with the billing service and the cable guide service will be a pro rata share
(based on subscribers) of the expenses incurred by RCN to provide such customer
service and to provide such billing and cable guide service for RCN and the
Company.
CTE has agreed to provide or cause to be provided to RCN and the Company
certain financial data processing services for a transitional period after the
Distribution. The fees for such services will be an allocated portion (based on
relative usage) of the cost incurred by CTE to provide such financial data
processing services to all three groups.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
Cash and temporary cash investments
For purposes of reporting cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be temporary cash investments. Temporary cash investments are stated at cost,
which approximates market.
Property, plant and equipment and depreciation
Property, plant and equipment reflects the original cost of acquisition or
construction, including payroll and related costs such as taxes, pensions and
other fringe benefits, and certain general administrative costs.
F-353
<PAGE> 498
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Depreciation is provided on the straight-line method based on the useful
lives of the various classes of depreciable property. The average estimated
lives of depreciable cable property, plant and equipment are:
<TABLE>
<S> <C>
Buildings................................................... 12-25 years
Cable television distribution equipment..................... 8.5-12 years
Vehicles.................................................... 5 years
Other equipment............................................. 12 years
</TABLE>
Maintenance and repair costs are charged to expense as incurred. Major
replacements and betterments are capitalized. Gain or loss is recognized on
retirements and dispositions.
Intangible assets
Intangible assets are amortized on a straight-line basis over the expected
period of benefit ranging from 5 to 19.3 years. Intangible assets include cable
franchises. The cable systems owned or managed by the Company are constructed
and operated under fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") that are generally
nonexclusive and are granted by local governmental authorities. The provisions
of these local franchises are subject to federal regulation. Costs incurred to
obtain or renew franchises are capitalized and amortized over the term of the
applicable franchise agreement.
Accounting for impairments
The Company follows the provisions of Statement of Financial Accounting
Standards No. 121 -- "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121").
SFAS 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, the Company
estimates the net future cash flows expected to result from the use of the asset
and its eventual disposition. If the sum of the expected net future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized. Measurement of an impairment loss
for long-lived assets and identifiable intangibles expected to be held and used
is based on the fair value of the asset.
No impairment losses have been recognized by the Company pursuant to SFAS
121.
Revenue recognition
Revenues from cable programming services are recorded in the month the
service is provided. Installation fee revenue is recognized in the period in
which the installation occurs.
Advertising expense
Advertising costs are expensed as incurred. Advertising expense charged to
operations was $514, $560, and $505 in 1996, 1997, and for the period from
January 1, 1998 to November 5, 1998 respectively.
F-354
<PAGE> 499
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Stock-based compensation
The Company applies Accounting Principles Board Opinion No.
25 -- "Accounting for Stock Issued to Employees" ("APB 25") in accounting for
its stock plans. The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123 -- "Accounting for
Stock-Based Compensation" ("SFAS 123").
Earnings (loss) per share
The Company has adopted statement of Financial Accounting Standards No.
128 -- "Earnings Per Share" ("SFAS 128"). Basic earnings (loss) per share is
computed based on net income (loss) divided by the weighted average number of
shares of common stock outstanding during the period.
Diluted earnings (loss) per share is computed based on net income (loss)
divided by the weighted average number of shares of common stock outstanding
during the period after giving effect to convertible securities considered to be
dilutive common stock equivalents. The conversions of stock options during
periods in which the Company incurs a loss from continuing operations is not
assumed since the effect is anti-dilutive. The number of stock options which
would have been converted in 1997 and in 1998 and had a dilutive effect if the
Company had income from continuing operations are 55,602 and 45,531,
respectively.
For periods prior to October 1, 1997, during which the Company was a wholly
owned subsidiary of C-TEC, earnings (loss) per share was calculated by dividing
net income (loss) by one-fourth the average common shares of C-TEC outstanding,
based upon a distribution ratio of one share of Company common stock for each
four shares of C-TEC common equity owned.
Income taxes
The Company and Mercom file separate consolidated federal income tax
returns. Prior to the Distribution, income tax expense was allocated to C-TEC's
subsidiaries on a separate return basis except that C-TEC's subsidiaries receive
benefit for the utilization of net operating losses and investment tax credits
included in the consolidated tax return even if such losses and credits could
not have been used on a separate return basis. The Company accounts for income
taxes using Statement of Financial Accounting Standards No. 109 -- "Accounting
for Income Taxes". The statement requires the use of an asset and liability
approach for financial reporting purposes. The asset and liability approach
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between financial reporting
basis and tax basis of assets and liabilities. If it is more likely than not
that some portion or all of a deferred tax asset will not be realized, a
valuation allowance is recognized.
Reclassification
Certain amounts have been reclassified to conform with the current year's
presentation.
3. BUSINESS COMBINATION AND DISPOSITIONS
The Agreement between Avalon Cable of Michigan Holdings, Inc. and the
Company permitted the Company to agree to acquire the 1,822,810 shares
(approximately 38% of the outstanding stock) of Mercom that it did not own (the
"Mercom Acquisition"). On September 10, 1998 the Company and Mercom entered into
a definitive agreement (the "Mercom Merger Agreement") providing for the
acquisition by the Company of all of such shares at a price of $12.00 per share.
The Company completed this acquisition in March 1999. The total
F-355
<PAGE> 500
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
estimated consideration payable in conjunction with the Mercom Acquisition,
excluding fees and expenses was $21,900.
In March 1999, Avalon Michigan Inc. acquired the cable television systems
of Nova Cablevision, Inc., Nova Cablevision VI, L.P. and Nova Cablevision VII,
L.P. for approximately $7,800, excluding transaction fees.
In July 1997, Mercom sold its cable system in Port St. Lucie, Florida for
cash of approximately $3,500. The Company realized a pretax gain of $2,571 on
the transaction.
4. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
Cable plant....................................... $158,655 $ 174,532
Buildings and land................................ 2,837 2,917
Furniture, fixtures and vehicles.................. 5,528 6,433
Construction in process........................... 990 401
-------- ---------
Total property, plant and equipment............... 168,010 184,283
Less accumulated depreciation..................... (94,174) (106,718)
-------- ---------
Property, plant and equipment, net................ $ 73,836 $ 77,565
======== =========
</TABLE>
Depreciation expense was $15,728, $16,431 and $14,968 for the years ended
December 31, 1996 and 1997, and the period from January 1, 1998 to November 5,
1998, respectively.
5. INTANGIBLE ASSETS
Intangible assets consist of the following at:
<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
Cable Franchises.................................. $134,889 $ 134,889
Noncompete agreements............................. 473 473
Goodwill.......................................... 3,990 3,990
Other............................................. 1,729 1,729
-------- ---------
Total............................................. 141,081 141,081
Less accumulated amortization..................... (95,821) (108,951)
-------- ---------
Intangible assets, net............................ $ 45,260 $ 32,130
======== =========
</TABLE>
Amortization expense charged to operations for the years ended December 31,
1996 and 1997 was $15,699 and $15,651, respectively, and $13,130 for the period
from January 1, 1998 to November 5, 1998.
F-356
<PAGE> 501
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. INCOME TAXES
The income tax provision (benefit) in the accompanying consolidated
financial statements of operations is comprised of the following:
<TABLE>
<CAPTION>
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
CURRENT
Federal............................................. $(6,700) $ 245 $ 320
State............................................... -- -- 28
------- ------- -------
Total Current....................................... (6,700) 245 348
------- ------- -------
DEFERRED:
Federal............................................. 988 (4,359) (2,074)
State............................................... -- -- (183)
------- ------- -------
Total Deferred...................................... 988 (4,359) (2,257)
------- ------- -------
Total (benefit) for income taxes.................... $(5,712) $(4,114) $(1,909)
======= ======= =======
</TABLE>
The benefit for income taxes is different from the amounts computed by
applying the U.S. statutory federal tax rate of 35% for 1996, 34% for 1997 and
35% for the period from January 1, 1998 to November 5, 1998. The differences are
as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, PERIOD FROM
------------------- JANUARY 1, 1998 TO
1996 1997 NOVEMBER 11, 1998
-------- ------- ------------------
<S> <C> <C> <C>
(Loss) before (benefit) for income
taxes.................................. $(15,119) $(8,525) $(12,368)
Federal tax (benefit) at statutory
rates.................................. (5,307) (2,899) (4,329)
State income taxes....................... -- -- (101)
Goodwill................................. 175 171 492
Increase (decrease) in valuation
allowance.............................. (518) (1,190) --
Nondeductible expenses................... -- 147 2,029
Benefit of rate differential applied to
reversing timing differences........... -- (424) --
Other, net............................... (62) 81 --
-------- ------- --------
(Benefit) for income taxes............... $ (5,712) $(4,114) $ (1,909)
======== ======= ========
</TABLE>
Mercom, which files a separate consolidated income tax return, has the
following net operating losses available:
<TABLE>
<CAPTION>
TAX NET
OPERATING EXPIRATION
YEAR LOSSES DATE
- ---- --------- ----------
<S> <C> <C>
1992..................................................... $ 435 2007
1995..................................................... $2,713 2010
</TABLE>
In 1997, Mercom was liable for Federal Alternative Minimum Tax (AMT). At
December 31, 1997 and at November 5, 1998, the cumulative minimum tax credits
are $141 and $141, respectively. This amount can be carried forward indefinitely
to reduce regular tax liabilities that exceed AMT in future years.
F-357
<PAGE> 502
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Temporary differences that give rise to a significant portion of deferred
tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
NOL carryforwards................................... $ 1,588 $ 1,132
Alternative minimum tax credits..................... 141 141
Reserves............................................ 753 210
Other, net.......................................... 230 309
-------- --------
Total deferred assets............................... 2,712 1,792
-------- --------
Property, plant and equipment....................... (11,940) (10,515)
Intangible assets................................... (11,963) (10,042)
-------- --------
Total deferred liabilities.......................... (23,903) (20,557)
-------- --------
Subtotal............................................ (21,191) (18,765)
Valuation allowance................................. -- --
-------- --------
Total deferred taxes................................ $(21,191) $(18,765)
======== ========
</TABLE>
In the opinion of management, based on the future reversal of taxable
temporary differences, primarily depreciation and amortization, the Company will
more likely than not be able to realize all of its deferred tax assets. As a
result, the net change in the valuation allowance for deferred tax assets during
1997 was a decrease of $1,262, which $72 related to Mercom of Florida.
Due to the sale of Mercom of Florida, the Company's deferred tax
liabilities decreased by $132.
7. DEBT
Long-term debt outstanding at November 5, 1998 is as follows:
<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 5,
1997 1998
------------ -----------
<S> <C> <C>
Term Credit Facility................................ $100,000 $100,000
Revolving Credit Facility........................... 28,000 20,000
Term Loan........................................... 15,000 15,000
-------- --------
Total............................................... 143,000 135,000
Current portion of long-term debt................... -- 15,000
-------- --------
Total Long-Term Debt................................ $143,000 $120,000
======== ========
</TABLE>
Credit Facility
The Company had an outstanding line of credit with a banking institution
for $3 million. No amounts were outstanding under this facility.
The Company has in place two secured credit facilities (the "Credit
Facilities") pursuant to a single credit agreement with a group of lenders for
which First Union National Bank acts as agent (the "Credit Agreement"), which
was effective as of July 1, 1997. The first is a five-year revolving credit
facility in the amount of $65,000 (the "Revolving Credit Facility"). The second
is an eight-year term credit facility in the amount of $100,000 (the "Term
Credit Facility").
F-358
<PAGE> 503
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The interest rate on the Credit Facilities will be, at the election of the
Company, based on either a LIBOR or a Base Rate option (6.25% at November 5,
1998) (each as defined in the Credit Agreement).
The entire amount of the Term Credit Facility has been drawn and as of
November 5, 1998, $100,000 of the principal was outstanding thereunder. The
entire amount of the Revolving Credit Facility is available to the Company until
June 30, 2002. As of November 5, 1998, $20,000 of principal was outstanding
thereunder. Revolving loans may be repaid and reborrowed from time to time.
The Term Credit Facility is payable over six years in quarterly
installments, from September 30, 1999 through June 30, 2005. Interest only is
due through June 1999. The Credit Agreement is currently unsecured.
The Credit Agreement contains restrictive covenants which, among other
things, require the Company to maintain certain debt to cash flow, interest
coverage and fixed charge coverage ratios and place certain limitations on
additional debt and investments. The Company does not believe that these
covenants will materially restrict its activities.
Term Loan
On September 30, 1997, the Company assumed all obligations of CTE under a
$15 million credit facility extended by a separate group of lenders for which
First Union National Bank also acts as agent (the "$15 Million Facility"). The
$15 Million Facility matures in a single installment on June 30, 1999 and is
collateralized by a first priority pledge of all shares of Mercom owned by the
Company. The $15 Million Facility has interest rate provisions (6.25% at
November 5, 1998), covenants and events of default substantially the same as the
Credit Facilities.
On November 6, 1998, the long-term debt of the Company was paid off in
conjunction with the closing of the merger.
Mercom debt
In August 1997, the Mercom revolving credit agreement for $2,000 expired.
Mercom had no borrowings under the revolving credit agreement in 1996 or 1997.
On September 29, 1997, the Company purchased and assumed all of the bank's
interest in the term credit agreement and the note issued thereunder.
Immediately after the purchase, the term credit agreement was amended in order
to, among other things, provide for less restrictive financial covenants,
eliminate mandatory amortization of principal and provide for a bullet maturity
of principal on December 31, 2002, and remove the change of control event of
default. Mercom's borrowings under the term credit agreement contain pricing and
security provisions substantially the same as those in place prior to the
purchase of the loan. The borrowings are secured by a pledge of the stock of
Mercom's subsidiaries and a first lien on certain of the assets of Mercom and
its subsidiaries, including inventory, equipment and receivables. At November 5,
1998, $14,151 of principal was outstanding. The borrowings under the term credit
agreement are eliminated in the Company's consolidated balance sheet.
8. COMMON STOCK AND STOCK PLANS
The Company has authorized 25,000,000 shares of $1 par value common stock,
and 50,000,000 shares of $1 par value Class B common stock. The Company also has
authorized
F-359
<PAGE> 504
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
10,000,000 shares of $1 par value preferred stock. At November 5, 1998,
6,901,432 common shares are issued and outstanding.
In connection with the Distribution, the Company Board of Directors (the
"Board") adopted the Cable Michigan, Inc. 1997 Equity Incentive Plan (the "1997
Plan"), designed to provide equity-based compensation opportunities to key
employees when shareholders of the Company have received a corresponding benefit
through appreciation in the value of Cable Michigan Common Stock.
The 1997 Plan contemplates the issuance of incentive stock options, as well
as stock options that are not designated as incentive stock options,
performance-based stock options, stock appreciation rights, performance share
units, restricted stock, phantom stock units and other stock-based awards
(collectively, "Awards"). Up to 300,000 shares of Common Stock, plus shares of
Common Stock issuable in connection with the Distribution related option
adjustments, may be issued pursuant to Awards granted under the 1997 Plan.
All employees and outside consultants to the Company and any of its
subsidiaries and all Directors of the Company who are not also employees of the
Company are eligible to receive discretionary Awards under the 1997 Plan.
Unless earlier terminated by the Board, the 1997 Plan will expire on the
10th anniversary of the Distribution. The Board or the Compensation Committee
may, at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the 1997 Plan in whole or in part.
Prior to the Distribution, certain employees of the Company were granted
stock option awards under C-TEC's stock option plans. In connection with the
Distribution, 380,013 options covering Common Stock were issued. Each C-Tec
option was adjusted so that each holder would hold options to purchase shares of
Commonwealth Telephone Enterprise Common Stock, RCN Common Stock and Cable
Michigan Common Stock. The number of shares subject to, and the exercise price
of, such options were adjusted to take into account the Distribution and to
ensure that the aggregate intrinsic value of the resulting RCN, the Company and
Commonwealth Telephone Enterprises options immediately after the Distribution
was equal to the aggregate intrinsic value of the C-TEC options immediately
prior to the Distribution.
F-360
<PAGE> 505
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Information relating to the Company stock options is as follows:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF EXERCISE
SHARES PRICE
--------- --------
<S> <C> <C>
Outstanding December 31, 1995............................... 301,000
Granted..................................................... 33,750 $ 8.82
Exercised................................................... (7,250) --
Canceled.................................................... (35,500) 10.01
------- ------
Outstanding December 31, 1996............................... 292,000 8.46
Granted..................................................... 88,013 8.82
Exercised................................................... -- --
Canceled.................................................... (375) 10.01
------- ------
Outstanding December 31, 1997............................... 379,638 8.82
Granted..................................................... 47,500 31.25
Exercised................................................... (26,075) 26.21
Canceled.................................................... (10,250) --
------- ------
Outstanding November 5, 1998................................ 390,813 $11.52
======= ======
Shares exercisable November 5, 1998......................... 155,125 $ 8.45
</TABLE>
The range of exercise prices for options outstanding at November 5, 1998
was $8.46 to $31.25.
No compensation expense related to stock option grants was recorded in
1997. For the period ended November 5, 1998 compensation expense in the amount
of $161 was recorded relating to services rendered by the Board.
Under the term of the Merger Agreement the options under the 1997 Plan vest
upon the closing of the merger and each option holder will receive $40.50 per
option.
Pro forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its stock options under the fair value method of SFAS 123. The fair value of
these options was estimated at the date of grant using a Black Scholes option
pricing model with the following weighted average assumptions for the period
ended November 5, 1998. The fair value of these options was estimated at the
date of grant using a Black Scholes option pricing model with weighted average
assumptions for dividend yield of 0% for 1996, 1997 and 1998; expected
volatility of 39.5% for 1996, 38.6% prior to the Distribution and 49.8%
subsequent to the Distribution for 1997 and 40% for 1998; risk-free interest
rate of 5.95%, 6.52% and 5.68% for 1996, 1997 and 1998 respectively, and
expected lives of 5 years for 1996 and 1997 and 6 years for 1998.
The weighted-average fair value of options granted during 1997 and 1998 was
$4.19 and $14.97, respectively.
F-361
<PAGE> 506
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma net earnings and earnings per share were as follows:
<TABLE>
<CAPTION>
FOR THE YEARS FOR THE PERIOD
ENDED DECEMBER 31, FROM JANUARY 1,
------------------ TO NOVEMBER 5,
1996 1997 1998
------- ------- ---------------
<S> <C> <C> <C>
Net (Loss) as reported........................... $(8,256) $(4,358) $(10,534)
Net (Loss) pro forma............................. (8,256) (4,373) (10,174)
Basic (Loss) per share-as reported............... (1.20) (0.63) (1.45)
Basic (Loss) per share-pro forma................. (1.20) (0.64) (1.48)
Diluted (Loss) per share-as reported............. (1.20) (0.63) (1.45)
Diluted (Loss) per share-pro forma............... (1.20) (0.64) (1.48)
</TABLE>
In November 1996, the C-TEC shareholders approved a stock purchase plan for
certain key executives (the "Executive Stock Purchase Plan" or "C-TEC ESPP").
Under the C-TEC ESPP, participants may purchase shares of C-TEC Common Stock in
an amount of between 1% and 20% of their annual base compensation and between 1%
and 100% of their annual bonus compensation and provided, however, that in no
event shall the participant's total contribution exceed 20% of the sum of their
annual compensation, as defined by the C-TEC ESPP. Participant's accounts are
credited with the number of share units derived by dividing the amount of the
participant's contribution by the average price of a share of C-TEC Common Stock
at approximately the time such contribution is made. The share units credited to
participant's account do not give such participant any rights as a shareholder
with respect to, or any rights as a holder or record owner of, any shares of
C-TEC Common Stock. Amounts representing share units that have been credited to
a participant's account will be distributed, either in a lump sum or in
installments, as elected by the participant, following the earlier of the
participant's termination of employment with the Company or three calendar years
following the date on which the share units were initially credited to the
participant's account. It is anticipated that, at the time of distribution, a
participant will receive one share of C-TEC Common Stock for each share unit
being distributed.
Following the crediting of each share unit to a participant's account, a
matching share of Common Stock is issued in the participant's name. Each
matching share is subject to forfeiture as provided in the C-TEC ESPP. The
issuance of matching shares will be subject to the participant's execution of an
escrow agreement. A participant will be deemed to be the holder of, and may
exercise all the rights of a record owner of, the matching shares issued to such
participant while such matching shares are held in escrow. Shares of restricted
C-TEC Common Stock awarded under the C-TEC ESPP and share units awarded under
the C-TEC ESPP that relate to C-TEC Common Stock were adjusted so that following
the Distribution, each such participant was credited with an aggregate
equivalent value of restricted shares of common stock of CTE, the Company and
RCN. In September 1997, the Board approved the Cable Michigan, Inc. Executive
Stock Purchase Plan, ("the "Cable Michigan ESPP"), with terms substantially the
same as the C-TEC ESPP. The number of shares which may be distributed under the
Cable Michigan ESPP as matching shares or in payment of share units is 30,000.
10. PENSIONS AND EMPLOYEE BENEFITS
Prior to the Distribution, the Company's financial statements reflect the
costs experienced for its employees and retirees while included in the C-TEC
plans.
F-362
<PAGE> 507
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Through December 31, 1996, substantially all employees of the Company were
included in a trusteed noncontributory defined benefit pension plan, maintained
by C-TEC. Upon retirement, employees are provided a monthly pension based on
length of service and compensation. C-TEC funds pension costs to the extent
necessary to meet the minimum funding requirements of ERISA. Substantially, all
employees of C-TEC's Pennsylvania cable television operations (formerly Twin
Country Trans Video, Inc.) were covered by an underfunded plan which was merged
into C-TEC's overfunded plan on February 28, 1996.
The information that follows relates to the entire C-TEC noncontributory
defined benefit plan. The components of C-TEC's pension cost are as follows for
1996:
<TABLE>
<S> <C>
Benefits earned during the year (service costs)............. $ 2,365
Interest cost on projected benefit obligation............... 3,412
Actual return on plan assets................................ (3,880)
Other components -- net..................................... (1,456)
-------
Net periodic pension cost................................... $ 441
=======
</TABLE>
The following assumptions were used in the determination of the
consolidated projected benefit obligation and net periodic pension cost (credit)
for December 31, 1996:
<TABLE>
<S> <C>
Discount Rate............................................... 7.5%
Expected long-term rate of return on plan assets............ 8.0%
Weighted average long-term rate of compensation increases... 6.0%
</TABLE>
The Company's allocable share of the consolidated net periodic pension
costs (credit), based on the Company's proportionate share of consolidated
annualized salaries as of the valuation date, was approximately $10 for 1996.
These amounts are reflected in operating expenses. As discussed below, no
pension cost (credit) was recognized in 1997.
In connection with the restructuring, C-TEC completed a comprehensive study
of its employee benefit plans in 1996. As a result of this study, effective
December 31, 1996, in general, employees of the Company no longer accrue
benefits under the defined benefit pension plans and became fully vested in
their benefit accrued through that date. C-TEC notified affected participants in
December 1996. In December 1996, C-TEC allocated pension plan assets of $6,984
and the related liabilities to a separate plan for employees who no longer
accrue benefits after sum distributions. The allocation of assets and
liabilities resulted in a curtailment/settlement gain of $4,292. The Company's
allocable share of this gain was $855. This gain results primarily from the
reduction of the related projected benefit obligation. The curtailed plan has
assets in excess of the projected benefit obligation.
C-TEC sponsors a 401(k) savings plan covering substantially all employees
of the Company who are not covered by collective bargaining agreements.
Contributions made by the Company to the 401(k) plan are based on a specific
percentage of employee contributions. Contributions charged to expense were $128
in 1996. Contributions charged to expense in 1997 prior to the Distribution were
$107.
In connection with the Distribution, the Company established a qualified
saving plan under Section 401(k) of the Code. Contributions charged to expense
in 1997 were $53. Contributions charged to expense for the period from January
1, 1998 to November 5, 1998 were $164.
F-363
<PAGE> 508
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
11. COMMITMENTS AND CONTINGENCIES
Total rental expense, primarily for office space and pole rental, was $984,
$908 and $1,077 for the year ended December 31, 1996, 1997 and for the period
from January 1, 1998 to November 5, 1998, respectively. Rental commitments are
expected to continue to approximate $1 million a year for the foreseeable
future, including pole rental commitments which are cancelable.
The Company is subject to the provisions of the Cable Television Consumer
Protection and Competition Act of 1992, as amended, and the Telecommunications
Act of 1996. The Company has either settled challenges or accrued for
anticipated exposures related to rate regulation; however, there is no assurance
that there will not be further additional challenges to its rates. The 1996
statements of operations include charges aggregating approximately $833 relating
to cable rate regulation liabilities. No additional charges were incurred in the
year ended December 31, 1997 and for the period from January 1, 1998 to November
5, 1998.
In the normal course of business, there are various legal proceedings
outstanding. In the opinion of management, these proceedings will not have a
material adverse effect on the financial condition or results of operations of
the Company.
The Company has agreed to indemnify RCN and C-TEC and their respective
subsidiaries against any and all liabilities which arise primarily from or
relate primarily to the management or conduct of the business of the Company
prior to the effective time of the Distribution. The Company has also agreed to
indemnify RCN and C-TEC and their respective subsidiaries against 20% of any
liability which arises from or relates to the management or conduct prior to the
effective time of the Distribution of the businesses of C-TEC and its
subsidiaries and which is not a true C-TEC liability, a true RCN liability or a
true Company liability.
The Tax Sharing Agreement, by and among the Company, RCN and C-TEC (the
"Tax Sharing Agreement"), governs contingent tax liabilities and benefits, tax
contests and other tax matters with respect to tax returns filed with respect to
tax periods, in the case of the Company, ending or deemed to end on or before
the Distribution date. Under the Tax Sharing Agreement, adjustments to taxes
that are clearly attributable to the Company group, the RCN group, or the C-TEC
group will be borne solely by such group. Adjustments to all other tax
liabilities will be borne 50% by C-TEC, 20% by the Company and 30% by RCN.
Notwithstanding the above, if as a result of the acquisition of all or a
portion of the capital stock or assets of the Company, the Distribution fails to
qualify as a tax-free distribution under Section 355 of the Internal Revenue
Code, then the Company will be liable for any and all increases in tax
attributable thereto.
F-364
<PAGE> 509
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
13. AFFILIATE AND RELATED PARTY TRANSACTIONS
The Company has the following transactions with affiliates:
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE
ENDED PERIOD ENDED
----------------- NOVEMBER 5,
1996 1997 1998
------- ------ ------------
<S> <C> <C> <C>
Corporate office costs allocated to the Company... $ 3,498 $3,715 $1,866
Cable staff and customer service costs allocated
from RCN Cable.................................. 3,577 3,489 3,640
Interest expense on affiliate notes............... 13,952 8,447 795
Royalty fees charged by CTE....................... 585 465 --
Charges for engineering services.................. 296 -- --
Other affiliate expenses.......................... 189 171 157
</TABLE>
In addition, RCN has agreed to obtain programming from third party
suppliers for Cable Michigan, the costs of which will be reimbursed to RCN by
Cable Michigan. In those circumstances where RCN purchases third party
programming on behalf of both RCN and the Company, such costs will be shared by
each company, on a pro rata basis, based on each company's number of
subscribers.
At December 31, 1997 and November 5, 1998, the Company has accounts
receivable from related parties of $166 and $396 respectively, for these
transactions. At December 31, 1997 and November 5, 1998, the Company has
accounts payable to related parties of $1,560 and $343 respectively, for these
transactions.
The Company had a note payable to RCN Corporation of $147,567 at December
31, 1996 primarily related to the acquisition of the Michigan cable operations
and its subsequent operations. The Company repaid approximately $110,000 of this
note payable in 1997. The remaining balance was transferred to shareholder's net
investment in connection with the Distribution.
14. OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK
The Company places its cash and temporary investments with high credit
quality financial institutions. The Company also periodically evaluates the
creditworthiness of the institutions with which it invests. The Company does,
however, maintain unsecured cash and temporary cash investment balances in
excess of federally insured limits.
The Company's trade receivables reflect a customer base centered in the
state of Michigan. The Company routinely assesses the financial strength of its
customers; as a result, concentrations of credit risk are limited.
15. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
a. The fair value of the revolving credit agreement is considered to
be equal to carrying value since the debt re-prices at least every six
months and the Company believes that its credit risk has not changed from
the time the floating rate debt was borrowed and therefore, would obtain
similar rates in the current market.
F-365
<PAGE> 510
CABLE MICHIGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
b. The fair value of the cash and temporary cash investments
approximates fair value because of the short maturity of these instruments.
16. QUARTERLY INFORMATION (UNAUDITED)
The Company estimated the following quarterly data based on assumptions
which it believes are reasonable. The quarterly data may differ from quarterly
data subsequently presented in interim financial statements.
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
<S> <C> <C> <C> <C>
1998
Revenue.................................. $20,734 $22,311 $22,735 $ 8,741
Operating income before depreciation,
amortization, and management fees...... 9,043 10,047 10,185 12,277
Operating income (loss).................. 7,000 (3,324) (674) (7,051)
Net (loss)............................... (1,401) (5,143) (2,375) (1,615)
Net (loss) per average Common Share...... (0.20) (0.75) (0.34) (.23)
1997
Revenue.................................. $19,557 $20,673 $20,682 $20,387
Operating income before depreciation,
amortization, and management fees...... 8,940 9,592 9,287 9,013
Operating income (loss).................. 275 809 (118) 69
Net (loss)............................... N/A N/A N/A (1,107)
Net (loss) per average Common Share...... N/A N/A N/A $ (.16)
</TABLE>
The fourth quarter information for the quarter ended December 31, 1998
includes the results of operations of the Company for the period from October 1,
1998 through November 5, 1998.
F-366
<PAGE> 511
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Managers
of Avalon Cable of New England LLC
In our opinion, the accompanying balance sheet and the related statements
of operations, partners' equity (deficit) and of cash flows present fairly, in
all material respects, the financial position of Amrac Clear View, a Limited
Partnership, (the "Partnership"), as of May 28, 1998 and the results of its
operations and its cash flows for the period ended May 28, 1998, in conformity
with generally accepted accounting principles. 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 generally accepted
auditing standards 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.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
September 11, 1998
F-367
<PAGE> 512
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
BALANCE SHEET
MAY 28, 1998
<TABLE>
<S> <C>
ASSETS
Current Assets
Cash and cash equivalents................................... $ 415,844
Subscribers and other receivables, net of allowance for
doubtful accounts of $16,445.............................. 45,359
Prepaid expenses and other current assets................... 129,004
----------
Total current assets........................................ 590,207
Property, plant and equipment, net.......................... 483,134
----------
$1,073,341
==========
</TABLE>
<TABLE>
<S> <C>
LIABILITIES AND PARTNERS' EQUITY
Accounts payable............................................ $ 57,815
Accrued expenses............................................ 84,395
----------
Total current liabilities................................... 142,210
----------
Commitments and contingencies (Note 7)
Partners' equity............................................ 931,131
----------
$1,073,341
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-368
<PAGE> 513
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH MAY 28, 1998
<TABLE>
<S> <C>
REVENUE:
Basic services.............................................. $651,878
Premium services............................................ 78,365
Other....................................................... 49,067
--------
779,310
--------
OPERATING EXPENSES:
Programming................................................. 193,093
Selling, general and administrative......................... 151,914
Technical and operations.................................... 98,628
Depreciation and amortization............................... 47,268
Management fees............................................. 41,674
--------
Income from operations...................................... 246,733
Interest income............................................. 2,319
Interest (expense).......................................... (1,871)
--------
Net income.................................................. $247,181
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-369
<PAGE> 514
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH MAY 28, 1998
<TABLE>
<CAPTION>
CLASS A CLASS B INVESTOR
GENERAL LIMITED LIMITED LIMITED
PARTNER PARTNER PARTNER PARTNERS TOTAL
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Partners' (deficit) equity at
December 31, 1997................ $(6,756) $(6,756) $(2,703) $700,165 $683,950
Net income......................... 6,180 6,180 2,472 232,349 247,181
------- ------- ------- -------- --------
Partners' equity at May 28,
1998............................. $ (576) $ (576) $ (231) $932,514 $931,131
------- ------- ------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-370
<PAGE> 515
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH MAY 28, 1998
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................. $247,181
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization............................... 47,268
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Decrease in subscribers and other receivables............... 21,038
Increase in prepaid expenses and other current assets....... (52,746)
Increase in accounts payable................................ 9,866
Increase in accrued expenses................................ 3,127
--------
Net cash provided by operating activities................... 275,734
--------
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures........................................ (61,308)
--------
Cash flows for financing activities Repayment of long-term
debt...................................................... (560,500)
--------
Net increase in cash and cash equivalents................... (346,074)
--------
Cash and cash equivalents, beginning of the period.......... 761,918
--------
Cash and cash equivalents, end of the period................ $415,844
========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest.................................................... $ 6,939
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-371
<PAGE> 516
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF BUSINESS
The Partnership is a Massachusetts limited partnership created pursuant to
a Limited Partnership Agreement, dated as of October 1, 1986, as amended (the
"Partnership Agreement"), by and among (1) Amrac Telecommunications as the
general partner (the "General Partner"), (2) Clear View Cablevision, Inc. as the
class A limited partner (the "Class A Limited Partner"), (3) Schuparra
Properties, Inc., as the class B limited partner (the "Class B Limited
Partner"), and (4) those persons admitted to the Partnership from time to time
as investor limited partners (the "Investor Limited Partner").
The Partnership provides cable television service to the towns of Hadley
and Belchertown located in western Massachusetts. At May 28, 1998, the
Partnership provided services to approximately 5,100 customers residing in those
towns.
The Partnership's cable television systems offer customer packages of basic
and cable programming services which are offered at a per channel charge or are
packaged together to form a tier of services offered at a discount from the
combined channel rate. The Partnership's cable television systems also provide
premium television services to their customers for an extra monthly charge.
Customers generally pay initial connection charges and fixed monthly fees for
cable programming and premium television services, which constitute the
principal sources of revenue for the Partnership.
On October 7, 1997, the Partnership entered into a definitive agreement
with Avalon Cable of New England LLC ("Avalon New England") whereby Avalon New
England would purchase the assets and operations of the Partnership for
$7,500,000. This transaction was consummated and became effective on May 29,
1998. The assets and liabilities at May 28, 1998, have not been adjusted or
reclassified to reflect this transaction.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and use
assumptions that affect the reported amounts of assets and liabilities and the
disclosure for contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reported period. Actual results may vary from estimates used.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments purchased with
an initial maturity of three months or less.
Revenue Recognition
Revenue is recognized as cable television services are provided.
Concentration of Credit Risk
Financial instruments which potentially expose the Partnership to a
concentration of credit risk include cash, cash equivalents and subscriber and
other receivables. The Partnership does not believe that such deposits are
subject to any unusual credit risk beyond the normal credit risk associated with
operating its business. The Partnership extends credit to customers on an
unsecured basis in the normal course of business. The Partnership maintains
reserves for
F-372
<PAGE> 517
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
potential credit losses and such losses, in the aggregate, have not historically
exceeded management's expectations.
Property and Equipment
Property and equipment is stated at cost. Initial subscriber installation
costs, including material, labor and overhead costs, are capitalized as a
component of cable plant and equipment. Depreciation is computed for financial
statement purposes using the straight-line method based upon the following
lives:
<TABLE>
<S> <C>
Cable plant and equipment................................... 10 years
Office furniture and equipment.............................. 5 to 10 years
Vehicles.................................................... 6 years
</TABLE>
Financial Instruments
The Partnership estimates that the fair value of all financial instruments
at May 28, 1998 does not differ materially from the aggregate carrying values of
its financial instruments recorded in the accompanying balance sheet.
Income Taxes
The Partnership is not subject to federal and state income taxes.
Accordingly, no recognition has been given to income taxes in the accompanying
financial statements of the Partnership since the income or loss of the
Partnership is to be included in the tax returns of the individual partners.
Allocation of Profits and Losses and Distributions of Cash Flow
Partnership profits and losses (other than those arising from capital
transactions, described below) and distributions of cash flow are allocated 94%
to the Investor Limited Partners, 2.5% to the Class A Limited Partner, 1% to the
Class B Limited Partner and 2.5% to the General Partner until Payout (as defined
in the Partnership Agreement) and after Payout, 65% to the Investor Limited
Partners, 15% to the Class A Limited Partner, 5% to the Class B Limited Partner
and 15% to the General Partner.
Partnership profits and capital transactions are allocated first, in
proportion to the partners' respective capital accounts until their respective
account balances are zero and second, in proportion to any distributed cash
proceeds resulting from the capital transaction and third, any remaining profit,
if any, is allocated 65% to the Investor Limited Partners, 15% to the Class A
Limited Partner, 5% to the Class B Limited Partner, and 15% to the General
Partner.
Partnership losses from capital transactions are allocated first, in
proportion to the partners' respective capital accounts until their respective
account balances are zero and, second, any remaining loss, if any, is allocated
65% to the Investor Limited Partners, 15% to the Class A Limited Partner, 5% to
the Class B Limited Partner, and 15% to the General Partner.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income," which establishes standards for
reporting and display of comprehensive income and its components in financial
statements. SFAS No. 130 states that comprehensive income includes reported net
income of a company, adjusted for items that are
F-373
<PAGE> 518
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
currently accounted for as direct entries to equity, such as the net unrealized
gain or loss on securities available for sale. SFAS No. 130 is effective for
both interim and annual periods beginning after December 15, 1997. Management
does not anticipate that adoption of SFAS No. 130 will have a material effect on
the financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information," which establishes standards for
reporting by public companies about operating segments of their business. SFAS
No. 131 also establishes standards for related disclosures about products and
services, geographic areas, and major customers. SFAS No. 131 is effective for
periods beginning after December 15, 1997. Management does not anticipate that
the adoption of SFAS No. 131 will have a material effect on the financial
statements.
3. PREPAID EXPENSES AND OTHER CURRENT ASSETS
At May 28, 1998, prepaid expenses and other current assets consist of the
following:
<TABLE>
<S> <C>
Deferred transaction costs.................................. $ 91,024
Other....................................................... 37,980
--------
$129,004
========
</TABLE>
Deferred transaction costs consist primarily of attorney fees related to
the sale of assets of the Partnership (Note 1).
4. PROPERTY, PLANT AND EQUIPMENT
At May 28, 1998, property, plant and equipment consists of the following:
<TABLE>
<S> <C>
Cable plant and equipment................................... $ 3,460,234
Office furniture and equipment.............................. 52,531
Vehicles.................................................... 32,468
-----------
3,545,233
Accumulated depreciation.................................... (3,062,099)
-----------
$ 483,134
===========
</TABLE>
Depreciation expense was $47,018 for the period from January 1, 1998
through May 28, 1998.
5. ACCRUED EXPENSES
At May 28, 1998, accrued expenses consist of the following:
<TABLE>
<S> <C>
Accrued compensation and benefits........................... $17,004
Accrued programming costs................................... 24,883
Accrued legal costs......................................... 25,372
Other....................................................... 17,136
-------
$84,395
=======
</TABLE>
6. LONG-TERM DEBT
The Partnership repaid its term loan, due to a bank, on January 15, 1998.
Interest on the loan was paid monthly and accrued at the bank's prime rate plus
2% (10.5% at December 31,
F-374
<PAGE> 519
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
1997). The loan was collateralized by substantially all of the assets of the
Partnership and a pledge of all partnership interests. The total principal
outstanding at December 31, 1997 was $560,500.
7. COMMITMENTS AND CONTINGENCIES
The Partnership rents poles from utility companies for use in its
operations. These rentals amounted to approximately $15,918 of rent expense
during the period. While rental agreements are generally short-term, the
Partnership anticipates such rentals will continue in the future. The
Partnership leases office facilities and various items of equipment under
month-to-month operating leases. Rental expense under operating leases amounted
to $8,171 during the period.
The operations of the Partnership are subject to regulation by the Federal
Communications Commission and various franchising authorities.
From time to time the Partnership is also involved with claims that arise
in the normal course of business. In the opinion of management, the ultimate
liability with respect to these claims will not have a material adverse effect
on the operations, cash flows or financial position of the Partnership.
8. RELATED PARTY TRANSACTIONS
The General Partner provides management services to the Partnership for
which it receives a management fee of 5% of revenue. The General Partner also
allocates, in accordance with a management agreement, certain general,
administrative and payroll costs to the Partnership. For the period from January
1, 1998 through May 28, 1998, management fees totaled $41,674 and allocated
general, administrative and payroll costs totaled $3,625, which are included in
selling general and administrative expenses.
The Partnership believes that these fees and allocations were made on a
reasonable basis. However, the amounts paid are not necessarily indicative of
the level of expenses that might have been incurred had the Partnership
contracted directly with third parties. The Partnership has not attempted to
obtain quotes from third parties to determine what the cost of obtaining such
services from third parties would have been.
F-375
<PAGE> 520
INDEPENDENT AUDITORS' REPORT
To the Partners of
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
We have audited the accompanying balance sheets of Amrac Clear View, a
Limited Partnership as of December 31, 1996 and 1997, and the related statements
of net earnings, changes in partners' equity (deficit) and cash flows for each
of the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on the financial statements based on our
audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Amrac Clear View, a Limited
Partnership as of December 31, 1996 and 1997, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles.
GREENFIELD, ALTMAN, BROWN, BERGER & KATZ, P.C.
Canton, Massachusetts
February 13, 1998
F-376
<PAGE> 521
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
BALANCE SHEETS
AT DECEMBER 31, 1996 AND 1997
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................... $ 475,297 $ 761,918
Subscribers and other receivables, net of allowance for
doubtful accounts of $2,500 in 1996 and $3,000 in 1997.... 49,868 66,397
Prepaid expenses:
Legal....................................................... -- 53,402
Miscellaneous............................................... 28,016 20,633
---------- ----------
Total current assets........................................ 553,181 902,350
---------- ----------
Property and equipment, net of accumulated depreciation
$2,892,444 in 1996 and $3,015,081 in 1997................. 473,438 468,844
---------- ----------
OTHER ASSETS:
Franchise cost, net of accumulated amortization of $6,757 in
1996 and $7,417 in 1997................................... 3,133 2,473
Deferred financing costs, net of accumulated amortization of
$60,247 in 1996 and $73,447 in 1997....................... 13,200 --
---------- ----------
16,333 2,473
---------- ----------
$1,042,952 $1,373,667
========== ==========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt........................ $ 356,500 $ 397,500
Accounts payable-trade...................................... 34,592 47,949
Accrued expenses:
Utilities................................................... 59,668 --
Miscellaneous............................................... 50,074 81,268
---------- ----------
Total current liabilities................................... 500,834 526,717
---------- ----------
Long-term debt, net of current maturities................... 488,000 163,000
---------- ----------
Commitments and contingencies (Note 4)
Partners' equity............................................ 54,118 683,950
---------- ----------
$1,042,952 $1,373,667
========== ==========
</TABLE>
See notes to financial statements
F-377
<PAGE> 522
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
STATEMENTS OF NET EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
<TABLE>
<CAPTION>
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Revenues........................................... $1,701,322 $1,807,181 $1,902,080
Less cost of service............................... 644,736 656,881 687,433
---------- ---------- ----------
Net revenues....................................... 1,056,586 1,150,300 1,214,647
---------- ---------- ----------
Operating expenses excluding management fees and
depreciation and amortization.................... 330,574 388,284 351,031
Management fees.................................... 94,317 96,742 101,540
Depreciation and amortization...................... 330,913 340,166 136,497
---------- ---------- ----------
755,804 825,192 589,068
---------- ---------- ----------
Earnings from operations........................... 300,782 325,108 625,579
---------- ---------- ----------
OTHER EXPENSES (INCOME):
Interest income.................................... (7,250) (23,996)
Interest expense................................... 130,255 98,603 70,738
Utility refunds.................................... (50,995)
---------- ---------- ----------
130,255 91,353 (4,253)
---------- ---------- ----------
Net earnings....................................... $ 170,527 $ 233,755 $ 629,832
========== ========== ==========
</TABLE>
See notes to financial statements
F-378
<PAGE> 523
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
<TABLE>
<CAPTION>
CLASS A CLASS B INVESTOR
GENERAL LIMITED LIMITED LIMITED
PARTNER PARTNER PARTNER PARTNERS TOTAL
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Partners' deficit at December 31,
1994............................ $(31,012) $(31,012) $(12,405) $(211,905) $(286,334)
Net earnings for the year......... 4,263 4,263 1,705 160,296 170,527
Partners' distributions during the
year............................ (1,596) (1,596) (638) (60,000) (63,830)
-------- -------- -------- --------- ---------
Partners' deficit at December 31,
1995............................ (28,345) (28,345) (11,338) (111,609) (179,637)
Net earnings for the year......... 5,844 5,844 2,337 219,730 233,755
-------- -------- -------- --------- ---------
Partners' equity (deficit) at
December 31, 1996............... (22,501) (22,501) (9,001) 108,121 54,118
Net earnings for the year......... 15,745 15,745 6,298 592,044 629,832
-------- -------- -------- --------- ---------
Partners' equity (deficit) at
December 31, 1997............... $ (6,756) $ (6,756) $ (2,703) $ 700,165 $ 683,950
======== ======== ======== ========= =========
</TABLE>
See notes to financial statements
F-379
<PAGE> 524
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings......................................... $ 170,527 $ 233,755 $ 629,832
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization........................ 330,913 340,166 136,497
Changes in assets and liabilities:
(Increase) decrease in:
Subscribers and other receivables.................... 4,573 (12,093) (16,529)
Prepaid expenses..................................... (3,378) (9,468) (46,019)
Increase (decrease) in accounts payable and accrued
expenses........................................... (66,424) 69,262 (15,117)
--------- --------- ---------
Net cash provided by operating activities............ 436,211 621,622 688,664
--------- --------- ---------
CASH FLOWS FOR INVESTING ACTIVITIES
Purchases of equipment............................... (116,794) (74,879) (118,043)
--------- --------- ---------
CASH FLOWS FOR FINANCING ACTIVITIES
Repayment of long-term debt.......................... (239,250) (260,750) (284,000)
Distributions to partners............................ (63,830)
--------- --------- ---------
Net cash used by financing activities................ (303,080) (260,750) (284,000)
--------- --------- ---------
Net increase in cash and cash equivalents............ 16,337 285,993 286,621
Cash and cash equivalents, beginning of year......... 172,967 189,304 475,297
--------- --------- ---------
Cash and cash equivalents, end of year............... $ 189,304 $ 475,297 $ 761,918
========= ========= =========
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest............................................. $ 133,540 $ 94,038 $ 73,124
========= ========= =========
</TABLE>
See notes to financial statements
F-380
<PAGE> 525
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
1. SUMMARY OF BUSINESS ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES:
This summary of significant accounting policies of Amrac Clear View, a
Limited Partnership (the "Partnership"), is presented to assist in understanding
the Partnership's financial statements. The financial statements and notes are
representations of the Partnership's management, which is responsible for their
integrity and objectivity. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses. Actual results could vary from the estimates that were used.
Operations:
The Partnership provides cable television service to the residents of the
towns of Hadley and Belchertown in western Massachusetts.
Credit concentrations:
The Partnership maintains cash balances at several financial institutions.
Accounts at each institution are insured by the Federal Deposit Insurance
Corporation up to $100,000. At various times during the year the Partnership's
cash balances exceeded the federally insured limits.
Concentration of credit risk with respect to subscriber receivables are
limited due to the large number of subscribers comprising the Partnership's
customer base.
Property and equipment/depreciation:
Property and equipment are carried at cost. Minor additions and renewals
are expensed in the year incurred. Major additions and renewals are capitalized.
Depreciation is computed using the straight-line method over the estimated
useful lives of the respective assets. Total depreciation for the years ended
December 31, 1995, 1996 and 1997 was $321,872, $331,707 and $122,637,
respectively.
Other assets/amortization:
Amortizable assets are recorded at cost. The Partnership amortizes
intangible assets using the straight-line method over the useful lives of the
various items. Total amortization for the years ended December 31, 1995, 1996
and 1997 was $9,041, $8,459 and $13,860, respectively.
Cash equivalents:
For purposes of the statements of cash flows, the Partnership considers all
short-term instruments purchased with a maturity of three months or less to be
cash equivalents. There were no cash equivalents at December 31, 1995 and 1997.
Cash equivalents at December 31, 1996, amounted to $300,000.
F-381
<PAGE> 526
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
Advertising:
The Partnership follows the policy of charging the costs of advertising to
expense as incurred. Advertising expense was $1,681, $1,781 and $2,865 for the
years ended December 31, 1995, 1996 and 1997, respectively.
Income taxes:
The Partnership does not incur a liability for federal or state income
taxes. The current income or loss of the Partnership is included in the taxable
income of the partners, and therefore, no provision for income taxes is
reflected in the financial statements.
Revenues:
The principal sources of revenues are the monthly charges for basic and
premium cable television services and installation charges in connection
therewith.
Allocation of profits and losses and distributions of cash flow:
Partnership profits and losses, (other than those arising from capital
transactions, described below), and distributions of cash flow are allocated 94%
to the Investor Limited Partners, 2.5% to the Class A Limited Partner, 1% to the
Class B Limited Partner and 2.5% to the General Partner until Payout (as defined
in the Partnership Agreement) and after Payout, 65% to the Investor Limited
Partners, 15% to the Class A Limited Partner, 5% to the Class B Limited Partner
and 15% to the General Partner.
Partnership profits from capital transactions are allocated first, in
proportion to the partners' respective capital accounts until their respective
account balances are zero and second, in proportion to any distributed cash
proceeds resulting from the capital transaction and third, any remaining profit,
if any, is allocated 65% to the Investor Limited Partners, 15% to the Class A
Limited Partner, 5% to the Class B Limited Partner, and 15% to the General
Partner.
Partnership losses from capital transactions are allocated first, in
proportion to the partners' respective capital accounts until their respective
account balances are zero and, second, any remaining loss, if any, is allocated
65% to the Investor Limited Partners, 15% to the Class A Limited Partner, 5% to
the Class B Limited Partner, and 15% to the General Partner.
2. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Cable plant and equipment........................... 3,274,684 3,391,750
Office furniture and equipment...................... 63,373 64,350
Vehicles............................................ 27,825 27,825
--------- ---------
3,365,882 3,483,925
========= =========
</TABLE>
Depreciation is provided over the estimated useful lives of the above items
as follows:
<TABLE>
<S> <C>
Cable plant and equipment................................... 10 years
Office furniture and equipment.............................. 5-10 years
Vehicles.................................................... 6 years
</TABLE>
F-382
<PAGE> 527
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
3. LONG-TERM DEBT:
The Partnership's term loan, due to a bank, is payable in increasing
quarterly installments through June 30, 1999. Interest on the loan is paid
monthly and accrues at the bank's prime rate plus 2% (10.5% at December 31,
1997). The loan is collateralized by substantially all of the assets of the
Partnership and a pledge of all partnership interests. The total principal
outstanding at December 31, 1997 was $560,500.
Annual maturities are as follows:
<TABLE>
<S> <C>
1998........................................................ 397,500
1999........................................................ 163,000
-------
560,500
=======
</TABLE>
The loan agreement contains covenants including, but not limited to,
maintenance of certain debt ratios as well as restrictions on capital
expenditures and investments, additional indebtedness, partner distributions and
payment of management fees. The Partnership was in compliance with all covenants
at December 31, 1996 and 1997. In 1995, the Partnership obtained, from the bank,
unconditional waivers of the following covenant violations: (1) to make a one-
time cash distribution of $63,830, (2) to increase the capital expenditure limit
to $125,000, and (3) to waive certain other debt ratio and investment
restrictions, which were violated during the year.
4. COMMITMENTS AND CONTINGENCIES:
The Partnership rents poles from utility companies in its operations. These
rentals amounted to approximately $31,000, $39,500 and $49,000 for the years
ended December 31, 1995, 1996 and 1997, respectively. While rental agreements
are generally short-term, the Partnership anticipates such rentals will continue
in the future.
The Partnership leases a motor vehicle under an operating lease that
expires in December 1998. The minimum lease cost for 1998 is approximately
$6,000.
5. RELATED-PARTY TRANSACTIONS:
The General Partner provides management services to the Partnership for
which it receives a management fee of 5% of revenue. The General Partner also
allocates, in accordance with a management agreement, certain general,
administrative and payroll costs to the Partnership. For the years ended
December 31, 1995, 1996 and 1997, management fees totaled $87,800, $90,242 and
$95,040, respectively and allocated general, administrative and payroll costs
totaled $7,200, $7,450 and $8,700, respectively. During each year the
Partnership also incurred tap audit fees payable to the General Partner totaling
$4,000. At December 31, 1996, the balance due from the General Partner was
$12,263. The balance due to Amrac Telecommunications at December 31, 1997 was
$4,795.
6. SUBSEQUENT EVENTS:
On October 7, 1997, the Partnership entered into an agreement with another
cable television service provider to sell all of its assets for $7,500,000. The
Partnership received, in escrow, $250,000, which shall be released as
liquidating damages if the closing fails to occur solely as a result of a breach
of the agreement. As of December 31, 1997, the Partnership incurred $53,402
F-383
<PAGE> 528
AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
in legal costs associated with the sale which are included in prepaid expenses.
Subject to certain regulatory approvals, it is anticipated that the transaction
will be consummated in the Spring of 1998.
On January 15, 1998, the Partnership paid, prior to the maturity date, its
outstanding term loan due to a bank as described in Note 3.
F-384
<PAGE> 529
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Managers of
Avalon Cable of New England LLC
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in stockholder's deficit and cash
flows present fairly, in all material respects, the financial position of the
Combined Operations of Pegasus Cable Television of Connecticut, Inc. and the
Massachusetts Operations of Pegasus Cable Television, Inc. at December 31, 1996
and 1997 and June 30, 1998, and the results of their operations, changes in
stockholder's deficit and their cash flows for each of the three years in the
period ended December 31, 1997 and for the six months ended June 30, 1998, in
conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
March 30, 1999
F-385
<PAGE> 530
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JUNE 30,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....................... $ 389,097 $ 1,092,084 $ 1,708,549
Accounts receivable, less allowance for doubtful
accounts at December 31, 1996 and 1997 and
June 30, 1998 of $11,174, $3,072 and $0,
respectively.................................. 140,603 116,112 144,653
Prepaid expenses and other...................... 62,556 90,500 92,648
----------- ----------- -----------
Total current assets............................ 592,256 1,298,696 1,945,850
Property and equipment, net..................... 4,164,545 3,565,597 3,005,045
Intangible assets, net.......................... 2,174,084 2,096,773 1,939,904
Accounts receivable, affiliates................. 4,216,682 5,243,384 5,692,013
Deposits and other.............................. 436,382 456,135 406,135
----------- ----------- -----------
Total assets.................................... $11,583,949 $12,660,585 $12,988,947
=========== =========== ===========
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt............... $ 71,744 $ 34,272 $14,993,581
Accounts payable................................ 786,284 803,573 764,588
Accrued incentive compensation.................. 117,692 149,823 220,724
Accrued franchise fees.......................... 193,369 173,735 86,332
Accrued pole rental............................. 83,910 78,345 52,954
Accrued expenses................................ 383,572 203,561 42,038
----------- ----------- -----------
Total current liabilities....................... 1,636,571 1,443,309 16,160,217
Long-term debt, net............................. 15,043,763 15,018,099 --
Accrued interest................................ 2,811,297 4,685,494 5,622,593
Other........................................... 299,030 299,030 299,030
----------- ----------- -----------
Total liabilities............................... 19,790,661 21,445,932 22,081,840
Commitments and contingent liabilities.......... -- -- --
STOCKHOLDER'S DEFICIT:
Common stock-par value $1 per share; 10,000
shares authorized; 7,673 shares issued and
outstanding................................... 7,673 7,673 7,673
Accumulated deficit............................. (8,214,385) (8,793,020) (9,100,566)
----------- ----------- -----------
Total stockholder's deficit..................... (8,206,712) (8,785,347) (9,092,893)
----------- ----------- -----------
Total liabilities and stockholder's deficit..... $11,583,949 $12,660,585 $12,988,947
=========== =========== ===========
</TABLE>
See accompanying notes to combined financial statements
F-386
<PAGE> 531
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC. AND THE
MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS
----------------------------------------- ENDED
1995 1996 1997 JUNE 30, 1998
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Basic and satellite service...... $ 4,371,736 $ 4,965,377 $ 5,353,735 $2,841,711
Premium services................. 619,035 640,641 686,513 348,628
Other............................ 144,300 169,125 150,714 86,659
----------- ----------- ----------- ----------
Total revenues................... 5,135,071 5,775,143 6,190,962 3,276,998
OPERATING EXPENSES:
Programming...................... 1,119,540 1,392,247 1,612,458 876,588
General and administrative....... 701,420 811,795 829,977 391,278
Technical and operations......... 713,239 702,375 633,384 341,249
Marketing and selling............ 20,825 15,345 19,532 12,041
Incentive compensation........... 48,794 101,945 94,600 70,900
Management fees.................. 368,085 348,912 242,267 97,714
Depreciation and amortization.... 1,658,455 1,669,107 1,565,068 834,913
----------- ----------- ----------- ----------
Income from operations........... 504,713 733,417 1,193,676 652,315
Interest expense................. (1,745,635) (1,888,976) (1,884,039) (937,662)
Interest income.................. 956 2,067 93,060 29
Other income (expense), net...... 794 (2,645) (27,800) (17,228)
----------- ----------- ----------- ----------
Loss before state income taxes... (1,239,172) (1,156,137) (625,103) (302,546)
Provision for state income
taxes.......................... 20,000 25,000 16,000 5,000
----------- ----------- ----------- ----------
Net loss......................... $(1,259,172) $(1,181,137) $ (641,103) $ (307,546)
=========== =========== =========== ==========
</TABLE>
See accompanying notes to combined financial statements
F-387
<PAGE> 532
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
COMBINED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT
<TABLE>
<CAPTION>
COMMON STOCK
------------------- TOTAL
NUMBER OF PAR ACCUMULATED STOCKHOLDER'S
SHARES VALUE DEFICIT DEFICIT
--------- ------ ----------- -------------
<S> <C> <C> <C> <C>
Balances at January 1, 1995.............. 7,673 $7,673 $(5,774,076) $(5,766,403)
Net loss................................. (1,259,172) (1,259,172)
----- ------ ----------- -----------
Balances at December 31, 1995............ 7,673 7,673 (7,033,248) (7,025,575)
Net loss................................. (1,181,137) (1,181,137)
----- ------ ----------- -----------
Balances at December 31, 1996............ 7,673 7,673 (8,214,385) (8,206,712)
Net loss................................. (641,103) (641,103)
Stock incentive compensation............. 62,468 62,468
----- ------ ----------- -----------
Balances at December 31, 1997............ 7,673 7,673 (8,793,020) (8,785,347)
Net loss................................. (307,546) (307,546)
----- ------ ----------- -----------
Balances at June 30, 1998................ 7,673 $7,673 $(9,100,566) $(9,092,893)
===== ====== =========== ===========
</TABLE>
See accompanying notes to combined financial statements
F-388
<PAGE> 533
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS
--------------------------------------- ENDED
1995 1996 1997 JUNE 30, 1998
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................... $(1,259,172) $(1,181,137) $ (641,103) $ (307,546)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization.......... 1,658,455 1,669,107 1,565,068 834,913
Bad debt expense....................... 26,558 48,566 45,839 36,074
Change in assets and liabilities:
Accounts receivable.................... (75,263) (88,379) (21,348) (64,615)
Prepaid expenses and other............. (403,212) 75,208 (27,944) (2,148)
Accounts payable and accrued
expenses............................. 239,207 981,496 (93,322) 221,219
Accrued interest....................... 902,006 1,874,198 1,874,197 937,099
Deposits and other..................... 83,431 -- (19,753) 50,000
----------- ----------- ----------- ----------
Net cash provided by operating
activities........................... 1,172,010 3,379,059 2,681,634 1,704,996
----------- ----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................... (163,588) (1,174,562) (691,269) (114,221)
Purchase of intangible assets.......... (127,340) (72,753) (197,540) (3,271)
----------- ----------- ----------- ----------
Net cash used for investing
activities........................... (290,928) (1,247,315) (888,809) (117,492)
----------- ----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt........... 37,331 -- -- --
Repayments of long-term debt........... (13,764) -- -- (10,837)
Capital lease repayments............... (19,764) (52,721) (63,136) (47,952)
Advances to affiliates, net............ (404,576) (2,562,295) (1,026,702) (912,250)
----------- ----------- ----------- ----------
Net cash used by financing
activities........................... (400,773) (2,615,016) (1,089,838) (971,039)
----------- ----------- ----------- ----------
Net increase in cash and cash
equivalents.......................... 480,309 (483,272) 702,987 616,465
Cash and cash equivalents, beginning of
year................................. 392,060 872,369 389,097 1,092,084
----------- ----------- ----------- ----------
Cash and cash equivalents, end of
year................................. $ 872,369 $ 389,097 $ 1,092,084 $1,708,549
=========== =========== =========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for
interest............................. $ 843,629 $ 14,778 $ 9,842 $ 563
Cash paid during the year for income
taxes................................ -- -- $ 9,796 $ 25,600
Supplemental Non-Cash Investing and
Financing Activities:
Capital contribution and related
accrued incentive compensation....... -- -- $ 62,468 --
Acquisition of plant under capital
leases............................... $ 298,250 $ 48,438 -- --
</TABLE>
See accompanying notes to combined financial statements
F-389
<PAGE> 534
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
These financial statements reflect the results of operations and financial
position of Pegasus Cable Television of Connecticut, Inc. ("PCT-CT"), a wholly
owned subsidiary of Pegasus Cable Television, Inc. ("PCT"), and the
Massachusetts Operations of Pegasus Cable Television, Inc. ("PCT-MA" or the
"Massachusetts Operations") (referred herein as the "Combined Operations"). PCT
is a wholly owned subsidiary of Pegasus Media & Communications, Inc. ("PM&C").
PM&C is a wholly owned subsidiary of Pegasus Communications Corporation ("PCC").
On July 21, 1998, PCT sold the assets of its Combined Operations to Avalon
Cable of New England, LLC. for $30.1 million. In January 1997, PCT sold the
assets of its only other operating division, a cable television system that
provided service to individual and commercial subscribers in New Hampshire (the
"New Hampshire Operations") for $7.1 million.
In presenting the historical financial position, results of operations and
cash flows of the Combined Operations, it has been necessary to eliminate the
results and financial position of the New Hampshire Operations. Many items are
identifiable as relating to the New Hampshire or Massachusetts divisions as PCT
has historically separated results of operations as well as billing and
collection activity. However, in certain areas, assumptions and estimates have
been required in order to eliminate the New Hampshire Operations for periods
prior to its sale. For purposes of eliminating the following balances: Prepaid
expenses and other; Deposits and other; Accounts payable; and Accrued expenses,
balances have been apportioned between the New Hampshire Operations and the
Massachusetts Operations on the basis of subscriber counts. Amounts due to and
due from affiliates have been allocated to PCT-MA and are included in these
financial statements.
Prior to October 1996, BDI Associates, L.P. provided substantial support
services such as finance, accounting and human resources to PCT. Since October
1996, these services have been provided by PCC. All non-accounting costs of PCC
are allocated on the basis of average time spent servicing the divisions, while
the costs of the accounting function are allocated on the basis of revenue. In
the opinion of management, the methods used in allocating costs from PCC are
reasonable; however, the costs of these services as allocated are not
necessarily indicative of the costs that would have been incurred by the
Combined Operations on a stand-alone basis.
The financial information included herein may not necessarily reflect the
results of operations, financial position and cash flows of the Combined
Operations in the future or what they would have been had it been a separate,
stand-alone entity during the periods presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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 revenues, expenses, assets and
liabilities and disclosure of contingencies. Actual results could differ from
those estimates.
Property and Equipment:
Property and equipment are stated at cost. The cost and related accumulated
depreciation of assets sold, retired, or otherwise disposed of are removed from
the respective accounts, and any
F-390
<PAGE> 535
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
resulting gains or losses are included in the statement of operations. Initial
subscriber installation costs, including material, labor and overhead costs of
the hookup, are capitalized as part of the distribution facilities. The costs of
disconnection and reconnection are charged to expense.
Depreciation is computed for financial reporting purposes using the
straight-line method based upon the following lives:
<TABLE>
<S> <C>
Reception and distribution facilities....................... 7 to 11 years
Building and improvements................................... 12 to 39 years
Equipment, furniture and fixtures........................... 5 to 10 years
Vehicles.................................................... 3 to 5 years
</TABLE>
Intangible Assets:
Intangible assets are stated at cost and amortized by the straight-line
method. Costs of successful franchise applications are capitalized and amortized
over the lives of the related franchise agreements, while unsuccessful franchise
applications and abandoned franchises are charged to expense. Financing costs
incurred in obtaining long-term financing are amortized over the term of the
applicable loan. Intangible assets are reviewed periodically for impairment or
whenever events or circumstances provide evidence that suggest that the carrying
amounts may not be recoverable. The Company assesses the recoverability of its
intangible assets by determining whether the amortization of the respective
intangible asset balance can be recovered through projected undiscounted future
cash flows.
Amortization of intangible assets is computed for financial reporting
purposes using the straight-line method based upon the following lives:
<TABLE>
<S> <C>
Organization costs.......................................... 5 years
Other intangibles........................................... 5 years
Deferred franchise costs.................................... 15 years
</TABLE>
Revenue:
The Combined Operations recognize revenue when video and audio services are
provided.
Advertising Costs:
Advertising costs are charged to operations as incurred and totaled
$20,998, $12,768, $14,706 and $8,460 for the years ended December 31, 1995, 1996
and 1997 and for the six months ended June 30, 1998, respectively.
Cash and Cash Equivalents:
Cash and cash equivalents include highly liquid investments purchased with
an initial maturity of three months or less. The Combined Operations have cash
balances in excess of the federally insured limits at various banks.
Income Taxes:
The Combined Operations is not a separate tax paying entity. Accordingly,
its results of operations have been included in the tax returns filed by PCC.
The accompanying financial statements include tax computations assuming the
Combined Operations filed separate returns
F-391
<PAGE> 536
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
and reflect the application of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109").
Concentration of Credit Risk:
Financial instruments which potentially subject the Combined Operations to
concentrations of credit risk consist principally of trade receivables.
Concentrations of credit risk with respect to trade receivables are limited due
to the large number of customers comprising the Combined Operation's customer
base.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
Land.................................... $ 8,000 $ 8,000 $ 8,000
Reception and distribution facilities... 8,233,341 9,009,179 9,123,402
Building and improvements............... 242,369 250,891 250,891
Equipment, furniture and fixtures....... 307,844 312,143 312,143
Vehicles................................ 259,503 287,504 287,504
Other equipment......................... 139,408 79,004 79,004
----------- ----------- -----------
9,190,465 9,946,721 10,060,944
Accumulated depreciation................ (5,025,920) (6,381,124) (7,055,899)
----------- ----------- -----------
Net property and equipment.............. $ 4,164,545 $ 3,565,597 $ 3,005,045
=========== =========== ===========
</TABLE>
Depreciation expense amounted to $1,059,260, $1,267,831, $1,290,217 and
$674,775 for the years ended December 31, 1995, 1996 and 1997 and for the six
months ended June 30, 1998, respectively.
4. INTANGIBLES:
Intangible assets consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ ----------
<S> <C> <C> <C>
Deferred franchise costs.................. $4,367,594 $ 4,486,016 $4,486,333
Deferred financing costs.................. 1,042,079 1,156,075 1,159,027
Organization and other costs.............. 439,188 389,187 389,187
---------- ------------ ----------
5,848,861 6,031,278 6,034,547
---------- ------------ ----------
Accumulated amortization.................. (3,674,777) (3,934,505) (4,094,643)
---------- ------------ ----------
Net intangible assets..................... $2,174,084 $ 2,096,773 $1,939,904
========== ============ ==========
</TABLE>
Amortization expense amounted to $599,195, $401,276, $274,851 and $160,138
for the years ended December 31, 1995, 1996 and 1997 and for the six months
ended June 30, 1998, respectively.
F-392
<PAGE> 537
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
5. LONG-TERM DEBT:
Long-term debt consists of the following at:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
Note payable to PM&C, payable by PCT,
interest is payable quarterly at an annual
rate of 12.5%. Principal is due on July 1,
2005. The note is collateralized by
substantially all of the assets of the
Combined Operations and imposes certain
restrictive covenants..................... $14,993,581 $14,993,581 $14,993,581
Capital lease obligations................... 121,926 58,790 --
----------- ----------- -----------
15,115,507 15,052,371 14,993,581
Less current maturities..................... 71,744 34,272 14,993,581
----------- ----------- -----------
Long-term debt.............................. $15,043,763 $15,018,099 $ --
=========== =========== ===========
</TABLE>
6. LEASES:
The Combined Operations lease utility pole attachments and occupancy of
underground conduits. Rent expense for the years ended December 31, 1995, 1996
and 1997 and for the six months ended June 30, 1998 was $184,386, $185,638,
$173,930 and $90,471, respectively. The Combined Operations lease equipment
under long-term leases and have the option to purchase the equipment for a
nominal cost at the termination of the leases. The related obligations are
included in long-term debt. There are no future minimum lease payments on
capital leases at June 30, 1998. Property and equipment that was leased include
the following amounts that have been capitalized:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1997
------------ ------------
<S> <C> <C>
Billing and phone systems........................ $ 56,675 $ 56,675
Vehicles......................................... 166,801 129,227
-------- ---------
223,476 185,902
Accumulated depreciation......................... (69,638) (101,397)
-------- ---------
Total............................................ $153,838 $ 84,505
======== =========
</TABLE>
7. RELATED PARTY TRANSACTIONS:
The Combined Operations pay management fees to various related parties. The
management fees are for certain administrative and accounting services, billing
and programming services, and the reimbursement of expenses incurred therewith.
For the years ended December 31, 1995, 1996 and 1997 and for the six months
ended June 30, 1998, the fees and expenses were $368,085, $348,912, $242,267 and
$97,714, respectively.
As described in Note 5, PCT has an outstanding loan from its parent
company. This loan has been allocated to PCT-MA and is included in these
financial statements. Interest expense on that loan was $916,274, $1,874,198,
$1,874,195 and $937,098 for the years ended December 31, 1995, 1996 and 1997 and
for the six months ended June 30, 1998 respectively. Other related party
transaction balances at December 31, 1996 and 1997 and June 30, 1998 included
F-393
<PAGE> 538
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
$4,216,682, $5,243,384 and $5,692,013 in accounts receivable, affiliates;
$581,632, $6,433 and $331,374 in accounts payable; and $299,030, $299,030 and
$299,030 in other liabilities, respectively. These related party balances arose
primarily as a result of financing capital expenditures, interest payments,
programming and other operating expenses.
8. INCOME TAXES:
The deferred income tax assets and liabilities recorded in the balance
sheet are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
ASSETS:
Excess of tax basis over book basis from tax
gain recognized upon incorporation of PCT And
PCT-CT........................................ $ 707,546 $ 707,546 $ 707,546
Loss carryforwards.............................. 1,324,236 1,039,849 957,318
Other........................................... 6,997 11,856 11,856
----------- ----------- -----------
Total deferred tax assets....................... 2,038,779 1,759,251 1,676,720
----------- ----------- -----------
LIABILITIES:
Excess of book basis over tax basis of property,
plant and equipment and intangible asset...... (258,311) (294,934) (335,014)
Other........................................... (118,086) (134,859) (135,267)
----------- ----------- -----------
Total deferred tax liabilities.................. (376,397) (429,793) (470,281)
----------- ----------- -----------
Net deferred tax assets......................... 1,662,382 1,329,458 1,206,439
Valuation allowance............................. (1,662,382) (1,329,458) (1,206,439)
----------- ----------- -----------
Net deferred tax liabilities.................... $ -- $ -- $ --
=========== =========== ===========
</TABLE>
The Combined Operations have recorded a valuation allowance to reflect the
estimated amount of deferred tax assets which may not be realized due to the
expiration of deferred tax assets related to the incorporation of PCT and PCT-CT
and the expiration of net operating loss carryforwards.
9. EMPLOYEE BENEFIT PLANS:
The Company employees participate in PCC's stock option plan that awards
restricted stock (the "Restricted Stock Plan") to eligible employees of the
Company.
Restricted Stock Plan
The Restricted Stock Plan provides for the granting of restricted stock
awards representing a maximum of 270,000 shares (subject to adjustment to
reflect stock dividends, stock splits, recapitalizations and similar changes in
the capitalization of PCC) of Class A Common Stock of the Company to eligible
employees who have completed at least one year of service. Restricted stock
received under the Restricted Stock Plan vests over four years. The Plan
terminates in September 2006. The expense for this plan amounted to $82,425,
$80,154 and $63,533 in 1996 and 1997 and for the six months ended June 30, 1998,
respectively.
F-394
<PAGE> 539
THE COMBINED OPERATIONS OF PEGASUS CABLE TELEVISION OF CONNECTICUT, INC.
AND THE MASSACHUSETTS OPERATIONS OF PEGASUS CABLE TELEVISION, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
401(k) Plans
Effective January 1, 1996, PM&C adopted the Pegasus Communications Savings
Plan (the "US 401(k) Plan") for eligible employees of PM&C and its domestic
subsidiaries. Substantially all Company employees who, as of the enrollment date
under the 401(k) Plans, have completed at least one year of service with the
Company are eligible to participate in one of the 401(k) Plans. Participants may
make salary deferral contributions of 2% to 6% of their salary to the 401(k)
Plans. The expense for this plan amounted to $19,520, $14,446 and $7,367 in 1996
and 1997 and for the six months ended June 30, 1998, respectively.
All employee contributions to the 401(k) Plans are fully vested at all
times and all Company contributions, if any, vest 34% after two years of service
with the Company (including years before the 401(k) Plans were established), 67%
after three years of service and 100% after four years of service. A participant
also becomes fully vested in Company contributions to the 401(k) Plans upon
attaining age 65 or upon his or her death or disability.
10. COMMITMENTS AND CONTINGENT LIABILITIES:
Legal Matters:
The operations of PCT-CT and PCT-MA are subject to regulation by the
Federal Communications Commission ("FCC") and other franchising authorities.
From time to time the Combined Operations are also involved with claims
that arise in the normal course of business. In the opinion of management, the
ultimate liability with respect to these claims will not have a material adverse
effect on the operations, cash flows or financial position of the Combined
Operations.
F-395
<PAGE> 540
INDEPENDENT AUDITORS' REPORT
Board of Directors
Taconic Technology Corp.
We have audited the balance sheets of Taconic CATV (a component of Taconic
Technology Corp. as described in note 1) as of December 31, 1997 and 1998, and
the related statements of operations and component equity, and cash flows for
the years then ended. 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 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 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 Taconic CATV (a component of
Taconic Technology Corp.) at December 31, 1997 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
KPMG LLP
Albany, New York
March 23, 1999
F-396
<PAGE> 541
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
BALANCE SHEETS
DECEMBER 31, 1997 AND 1998 AND MARCH 31, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ MARCH 31,
1997 1998 1999
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash............................................... $ -- $ -- $ --
Accounts receivable, net of allowance of $23,177 in
1997 and $16,968 in 1998......................... 109,834 55,435 31,453
Receivable from related entities................... -- 457,987 590,897
Inventories........................................ 135,192 116,627 106,377
Prepaid expenses................................... 28,230 21,252 34,597
Property and equipment, net........................ 2,030,428 1,692,175 1,606,968
Other assets, net.................................. 33,441 28,607 28,412
---------- ---------- ----------
$2,337,125 $2,372,083 $2,398,704
========== ========== ==========
LIABILITIES AND EQUITY
Accounts payable and accrued expenses.............. $ 338,324 $ 294,073 $ 288,787
Payable to related entities........................ 27,917 -- --
Deferred income taxes.............................. 386,879 370,663 359,139
Bank debt.......................................... 792,501 -- --
---------- ---------- ----------
1,545,621 664,736 647,926
Component equity................................... 791,504 1,707,347 1,750,778
---------- ---------- ----------
$2,337,125 $2,372,083 $2,398,704
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-397
<PAGE> 542
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
STATEMENTS OF OPERATIONS AND COMPONENT EQUITY
YEARS ENDED DECEMBER 31, 1997 AND 1998 AND
THREE MONTHS ENDED MARCH 31, 1998 AND 1999 (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------ ------------------------
1997 1998 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues............................. $2,004,672 $2,085,964 $ 489,036 $ 522,950
OPERATING EXPENSES:
Technical and operating.............. 841,528 948,484 223,256 239,789
Salaries, general and
administrative..................... 470,830 451,413 128,222 106,309
Depreciation and amortization........ 425,569 425,556 107,173 105,133
---------- ---------- ---------- ----------
1,737,927 1,825,453 458,651 451,231
---------- ---------- ---------- ----------
Operating income..................... 266,745 260,511 30,385 71,719
OTHER INCOME (EXPENSE):
Interest income...................... 1,019 -- -- --
Interest expense..................... (79,322) (17,192) (17,192) --
---------- ---------- ---------- ----------
Income before income taxes........... 188,442 243,319 13,193 71,719
Income taxes......................... 75,377 97,328 5,277 28,288
---------- ---------- ---------- ----------
Net income........................... 113,065 145,991 7,916 43,431
Component equity at beginning of
year............................... 678,439 791,504 791,504 1,707,347
Repayment of debt by ultimate parent
company (note 4)................... -- 769,852 769,852 --
---------- ---------- ---------- ----------
Component equity at end of year...... $ 791,504 1,707,347 1,569,272 1,750,778
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-398
<PAGE> 543
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997 AND 1998
THREE MONTHS ENDED MARCH 31, 1998 AND 1999 (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
-------------------- -------------------
1997 1998 1998 1999
-------- -------- ------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................... $113,065 145,991 7,916 43,431
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization................ 425,569 425,556 107,173 105,133
Provision for deferred taxes................. 58,199 (17,542) (3,591) (12,722)
(Increase) decrease in accounts receivable... (6,590) 54,399 28,918 23,982
Increase in receivable from related
entities................................... -- (457,987) -- (132,910)
Decrease in inventories...................... 87,681 18,565 33 10,250
(Increase) decrease in prepaid expenses...... 6,964 6,978 (23,107) (13,345)
Increase (decrease) in accounts payable and
accrued expenses........................... 111,531 (44,251) (27,275) (5,286)
Decrease in payable to related entities...... (429,460) (27,917) (52,926) --
-------- -------- ------- --------
Net cash provided by operating activities.... 366,959 103,792 37,141 18,533
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures......................... (213,626) (81,143) (14,492) (18,533)
-------- -------- ------- --------
Net cash used by investing activities........ (213,626) (81,143) (14,492) (18,533)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payment on bank debt............... (153,333) (22,649) (22,649) --
-------- -------- ------- --------
Net cash used by financing activities........ (153,333) (22,649) (22,649) --
-------- -------- ------- --------
Net increase in cash......................... -- -- -- --
CASH AT:
Beginning of year............................ -- -- -- --
-------- -------- ------- --------
End of year.................................. $ -- -- -- --
======== ======== ======= ========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Decrease in bank debt resulting from
repayment by ultimate parent company and
contribution to capital.................... $ -- 769,852 769,852 --
======== ======== ======= ========
</TABLE>
See accompanying notes to financial statements.
F-399
<PAGE> 544
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
>NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998
(INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying financial statements present the assets and liabilities,
operating results and cash flows of the cable television component of Taconic
Technology Corp. On July 10, 1998 the ultimate parent company of Taconic
Technology Corp. signed a letter of intent with Avalon Cable of New England, LLC
for the purchase of the assets of the cable component of Taconic Technology
Corp. ("Taconic CATV"). The asset purchase agreement, requires that separate
financial statements be presented for Taconic CATV without giving effect to
purchase accounting adjustments. The accompanying financial statements of
Taconic CATV have been prepared on a going concern basis and reflect all
activity as if Taconic CATV were a separate operating unit. The accompanying
balance sheets have been prepared assuming that all available cash has been used
to reduce the payable to related entities or transferred to related entities.
The accompanying statements of operations include an allocation of general
administrative costs incurred by the parent of Taconic Technology Corp. This
allocation is based upon cost studies.
Taconic CATV operates a cable television service and derives substantially
all of its revenue from providing cable services to residential subscribers.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Revenue Recognition
Taconic CATV recognizes cable television revenue as services are provided
to subscribers. Revenue derived from other sources are recognized when services
are provided or events occur.
(b) Inventories
Inventories are stated at the lower of average cost or market and consist
primarily of materials and supplies.
(c) Property and Equipment
Property and equipment are stated at cost. Major expenditures for property
and those substantially increasing the useful lives of assets are capitalized.
Maintenance and repairs are expensed as incurred.
For book purposes, depreciation is provided on a straight line basis over
the estimated useful lives which range from five to twenty years.
(d) Income Taxes
For the accompanying financial statements, income tax expense have been
calculated as if Taconic CATV were a separate tax paying entity. Income taxes
are provided based upon the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes," which requires the
liability method of accounting for deferred income taxes and permits the
recognition of deferred tax assets, subject to an ongoing assessment of
realizability.
(e) 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
F-400
<PAGE> 545
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
amount 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.
(f) Other Assets
Other assets primarily consist of fees paid to acquire franchises and are
being amortized over the life of the franchise or extensions (up to 15 years).
(g) Recent Accounting Pronouncements
In March 1998, the Accounting Standards Executive Committee (AcSEC) of the
AICPA issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1 provides
guidance on accounting for the costs of computer software developed or obtained
for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998. Management does not anticipate that the
adoption of this statement will have a material effect on the financial
statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. This Statement is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management does not anticipate that the adoption of this Statement will have a
material effect on the financial statements.
In June 1998, the Accounting Standards Executive Committee (AcSEC) of the
AICPA issued Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities" (SOP 98-5). SOP 98-5 requires that the costs of start-up activities
including organizational costs, be expensed as incurred. SOP 98-5 is effective
for financial statements for fiscal years beginning after December 15, 1998.
Management does not anticipate that the adoption of this Statement will have a
material effect on the financial statements.
(3) PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- MARCH 31,
1997 1998 1999
----------- ---------- ----------
<S> <C> <C> <C>
Trunk and distribution system............. $ 3,360,169 3,358,529 3,369,221
Central equipment......................... 484,217 511,104 512,211
Subscriber devices........................ 590,576 636,550 643,396
Converters................................ 448,181 443,781 443,361
Miscellaneous............................. 34,263 34,263 34,263
----------- ---------- ----------
4,917,406 4,984,227 5,002,452
Less accumulated depreciation............. (2,886,978) (3,292,052) (3,395,484)
----------- ---------- ----------
Property and equipment, net............... $ 2,030,428 1,692,175 1,606,968
=========== ========== ==========
</TABLE>
F-401
<PAGE> 546
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(4) BANK DEBT
Bank debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------- MARCH 31,
1997 1998 1999
-------- ------ ---------
<S> <C> <C> <C>
Bank note payable at prime plus 1/2% (9.00% at December
31, 1997), due in monthly installments of $1,944 plus
interest, through March 1, 2002, secured by property
and equipment......................................... $ 99,167 -- --
Bank note payable at prime plus 1/2% (9.00% and 8.75% at
December 31, 1997 and 1996, respectively), due in
monthly installments of $10,833 plus interest, through
February 1, 1999, at which time remaining principal of
$563,334 is due in full, secured by accounts
receivable, inventories and a second lien on property
and equipment......................................... 693,334 -- --
-------- -- --
Total bank debt......................................... $792,501 -- --
======== == ==
</TABLE>
During 1998, the ultimate parent company of Taconic Technology Corporation
paid outstanding bank debt of $769,852 and contributed the amount to capital.
Such payment has been reflected as addition to component equity in the 1998
financial statements.
Cash paid for interest on bank debt was $104,521 and $17,192 for the years
ended December 31, 1997 and 1998, respectively, and $17,192 and $0 for the three
months ended March 31, 1998 and 1999, respectively.
(5) INCOME TAXES
The components of the provision for income tax expense (benefit) are as
follows:
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------ -------------------
1997 1998 1998 1999
------- ------- ------- --------
<S> <C> <C> <C> <C>
Current................................... $17,178 114,870 8,868 41,010
Deferred (benefit)........................ 58,199 (17,542) (3,591) (12,722)
------- ------- ------ -------
$75,377 97,328 5,277 28,288
======= ======= ====== =======
</TABLE>
F-402
<PAGE> 547
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- MARCH 31,
1997 1998 1999
--------- -------- ---------
<S> <C> <C> <C>
Deferred tax assets:
Accounts receivable due to allowance for
doubtful accounts............................ $ 8,756 10,082 11,280
Less valuation allowance....................... -- -- --
--------- -------- --------
Net deferred tax assets........................ 8,756 10,082 11,280
--------- -------- --------
Deferred tax liabilities:
Plant and equipment, due to differences in
depreciation................................. (386,879) (370,663) (359,139)
--------- -------- --------
Net deferred tax liability..................... $(378,123) (360,581) (347,859)
========= ======== ========
</TABLE>
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. Based upon the level of
historical taxable income and projections for future taxable income over the
periods which the deferred tax assets are deductible, management believes it is
more likely than not the benefits of these deductible differences will be
realized.
(6) RETIREMENT PLANS
Prior to 1996, all employees of Taconic Technology Corp. were included in
Taconic Telephone Corp.'s defined benefit and defined contribution retirement
plans. Effective January 1, 1996, the defined benefit plan was frozen and during
1997 was amended to cease benefit accruals for all participants. The amendment
increased benefits to the level of fair value of plan assets at December 31,
1997, $5,452,047.
Effective January 1, 1996, all full time employees of Taconic Technology
Corp. with at least one year of service became eligible to receive an employer
contribution of 5% of gross wages under Taconic Telephone Corp.'s defined
contribution plan. In addition, the plan calls for an employer match of employee
contributions not to exceed 3% of gross wages. Taconic CATV's expense relative
to this plan for the years ended December 31, 1997 and 1998 was $5,686 and
$5,227, respectively, and $1,307 and $2,519 for the three months ended March 31,
1998 and 1999, respectively.
(7) RECEIVABLE FROM/PAYABLE TO RELATED ENTITIES
Receivable from/payable to related entities represents amounts due from/to
other components of Taconic Technology Corp. and amounts due from/to Taconic
Telephone Corp. (parent of Taconic Technology Corp.) for working capital funds
and services provided.
F-403
<PAGE> 548
TACONIC CATV
(A COMPONENT OF TACONIC TECHNOLOGY CORP.)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(8) DISCLOSURE ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash, Accounts Receivable, Accounts Payable and Accrued Expenses-the
carrying amount approximates fair value.
Bank Debt-the carrying value of the bank debt approximates fair value.
F-404
<PAGE> 549
REPORT OF INDEPENDENT AUDITORS
Partners
Falcon Communications, L.P.
We have audited the accompanying consolidated balance sheets of Falcon
Communications, L.P. (successor to Falcon Holding Group, L.P.) as of December
31, 1997 and 1998, and the related consolidated statements of operations,
partners' deficit and cash flows for each of the three years in the period ended
December 31, 1998. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with 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 audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Falcon Communications, L.P. (successor to Falcon Holding Group, L.P.) at
December 31, 1997 and 1998 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Los Angeles, California
March 5, 1999
F-405
<PAGE> 550
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1997 1998
--------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................. $ 13,917 $ 14,284
Receivables:
Trade, less allowance of $825,000 and $670,000 for
possible losses....................................... 13,174 15,760
Affiliates............................................. 11,254 2,322
Other assets.............................................. 16,352 16,779
Property, plant and equipment, less accumulated
depreciation and amortization.......................... 324,559 505,894
Franchise cost, less accumulated amortization of
$203,700,000 and $226,526,000.......................... 222,281 397,727
Goodwill, less accumulated amortization of $18,531,000 and
$25,646,000............................................ 66,879 135,308
Customer lists and other intangible costs, less
accumulated amortization of $25,517,000 and
$59,422,000............................................ 59,808 333,017
Deferred loan costs, less accumulated amortization of
$7,144,000 and $2,014,000.............................. 12,134 24,331
--------- ----------
$ 740,358 $1,445,422
========= ==========
</TABLE>
LIABILITIES AND PARTNERS' DEFICIT
<TABLE>
<S> <C> <C>
LIABILITIES:
Notes payable............................................. $ 911,221 $1,611,353
Accounts payable.......................................... 9,169 10,341
Accrued expenses.......................................... 52,789 83,077
Customer deposits and prepayments......................... 1,452 2,257
Deferred income taxes..................................... 7,553 8,664
Minority interest......................................... 354 403
Equity in losses of affiliated partnerships in excess of
investment............................................. 3,202 --
--------- ----------
TOTAL LIABILITIES........................................... 985,740 1,716,095
--------- ----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PARTNERS' EQUITY................................. 171,373 133,023
--------- ----------
PARTNERS' DEFICIT:
General partners.......................................... (13,200) (408,369)
Limited partners.......................................... (403,555) 4,673
--------- ----------
TOTAL PARTNERS' DEFICIT..................................... (416,755) (403,696)
--------- ----------
$ 740,358 $1,445,422
========= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-406
<PAGE> 551
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1997 1998
-------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
REVENUES............................................... $217,320 $255,886 $ 307,558
-------- -------- ---------
EXPENSES:
Service costs........................................ 60,302 75,643 97,832
General and administrative expenses.................. 36,878 46,437 63,401
Depreciation and amortization........................ 100,415 118,856 152,585
-------- -------- ---------
Total expenses............................... 197,595 240,936 313,818
-------- -------- ---------
Operating income (loss)...................... 19,725 14,950 (6,260)
-------- -------- ---------
OTHER INCOME (EXPENSE):
Interest expense, net................................ (71,602) (79,137) (102,591)
Equity in net income (loss) of investee
partnerships...................................... (44) 443 (176)
Other income (expense), net.......................... 814 885 (2,917)
Income tax benefit (expense)......................... 1,122 2,021 (1,897)
-------- -------- ---------
Net loss before extraordinary item..................... (49,985) (60,838) (113,841)
Extraordinary item, retirement of debt................. -- -- (30,642)
-------- -------- ---------
NET LOSS............................................... $(49,985) $(60,838) $(144,483)
======== ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-407
<PAGE> 552
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
<TABLE>
<CAPTION>
UNREALIZED GAIN ON
GENERAL LIMITED AVAILABLE-FOR-SALE
PARTNERS PARTNERS SECURITIES TOTAL
--------- --------- ------------------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
PARTNERS' DEFICIT,
January 1, 1996.................. $ (12,091) $(399,423) $(167) $(411,681)
Sale of marketable
securities.................. -- -- 167 167
Capital contribution.......... -- 5,000 -- 5,000
Net loss for year............. (500) (49,485) -- (49,985)
--------- --------- ----- ---------
PARTNERS' DEFICIT,
December 31, 1996................ (12,591) (443,908) -- (456,499)
Reclassification from
redeemable partners'
equity...................... -- 100,529 -- 100,529
Capital contribution.......... -- 53 -- 53
Net loss for year............. (609) (60,229) -- (60,838)
--------- --------- ----- ---------
PARTNERS' DEFICIT,
December 31, 1997................ (13,200) (403,555) -- (416,755)
Reclassification of partners'
deficit..................... (408,603) 408,603 -- --
Redemption of partners'
interests................... (155,908) -- -- (155,908)
Net assets retained by the
managing general partner.... (5,392) -- -- (5,392)
Reclassification from
redeemable partners'
equity...................... 38,350 -- -- 38,350
Acquisition of Falcon Video
and TCI net assets.......... 280,409 -- -- 280,409
Capital contributions......... 83 -- -- 83
Net loss for year............. (144,108) (375) -- (144,483)
--------- --------- ----- ---------
PARTNERS' DEFICIT,
December 31, 1998................ $(408,369) $ 4,673 $ -- $(403,696)
========= ========= ===== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-408
<PAGE> 553
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1996 1997 1998
--------- -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss........................................... $ (49,985) $(60,838) $ (144,483)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Payment-in-kind interest expense................ 26,580 20,444 --
Amortization of debt discount................... -- -- 19,342
Depreciation and amortization................... 100,415 118,856 152,585
Amortization of deferred loan costs............. 2,473 2,192 2,526
Write-off deferred loan costs................... -- -- 10,961
Gain on sale of securities...................... (2,264) -- --
Gain on casualty losses......................... -- (3,476) (314)
Equity in net (income) loss of investee
partnerships.................................. 44 (443) 176
Provision for losses on receivables, net of
recoveries.................................... 2,417 5,714 4,775
Deferred income taxes........................... (2,684) (2,748) 1,111
Other........................................... 764 1,319 278
Increase (decrease) from changes in:
Receivables..................................... (2,420) (9,703) (1,524)
Other assets.................................... (274) (4,021) 906
Accounts payable................................ 4,750 (1,357) 337
Accrued expenses................................ 10,246 13,773 24,302
Customer deposits and prepayments............... 569 (175) 633
--------- -------- -----------
Net cash provided by operating activities....... 90,631 79,537 71,611
--------- -------- -----------
Cash flows from investing activities:
Capital expenditures............................... (57,668) (76,323) (96,367)
Proceeds from sale of available-for-sale
securities...................................... 9,502 -- --
Increase in intangible assets...................... (4,847) (1,770) (7,124)
Acquisitions of cable television systems........... (247,397) -- (83,391)
Cash acquired in connection with the acquisition of
TCI and Falcon Video Communications, L.P. ...... -- -- 317
Proceeds from sale of cable system................. 15,000 -- --
Assets retained by the Managing General Partner.... -- -- (3,656)
Other.............................................. 1,163 1,806 1,893
--------- -------- -----------
Net cash used in investing activities........... (284,247) (76,287) (188,328)
--------- -------- -----------
Cash flows from financing activities:
Borrowings from notes payable...................... 700,533 37,500 2,388,607
Repayment of debt.................................. (509,511) (40,722) (2,244,752)
Deferred loan costs................................ (3,823) (29) (25,684)
Capital contributions.............................. 5,000 93 --
Redemption of partners' interests.................. -- -- (1,170)
Minority interest capital contributions............ -- 192 83
--------- -------- -----------
Net cash provided by (used in) financing
activities.................................... 192,199 (2,966) 117,084
--------- -------- -----------
Increase (decrease) in cash and cash equivalents..... (1,417) 284 367
Cash and cash equivalents, at beginning of year...... 15,050 13,633 13,917
--------- -------- -----------
Cash and cash equivalents, at end of year............ $ 13,633 $ 13,917 $ 14,284
========= ======== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-409
<PAGE> 554
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES
FORM OF PRESENTATION
Falcon Communications, L.P., a California limited partnership (the
"Partnership") and successor to Falcon Holding Group, L.P. ("FHGLP"), owns and
operates cable television systems serving small to medium-sized communities and
the suburbs of certain cities in 25 states. On September 30, 1998, pursuant to a
Contribution and Purchase Agreement dated as of December 30, 1997, as amended
(the "Contribution Agreement"), FHGLP acquired the assets and liabilities of
Falcon Video Communications, L.P. ("Falcon Video" or the "Falcon Video
Systems"), in exchange for ownership interests in FHGLP. Simultaneously with the
closing of that transaction, in accordance with the Contribution Agreement,
FHGLP contributed substantially all of the existing cable television system
operations owned by FHGLP and its subsidiaries (including the Falcon Video
Systems) to the Partnership and TCI Falcon Holdings, LLC ("TCI") contributed
certain cable television systems owned and operated by affiliates of TCI (the
"TCI Systems") to the Partnership (the "TCI Transaction"). As a result, TCI
holds approximately 46% of the equity interests of the Partnership and FHGLP
holds the remaining 54% and serves as the managing general partner of the
Partnership. The TCI Transaction is being accounted for as a recapitalization of
FHGLP into the Partnership and the concurrent acquisition by the Partnership of
the TCI Systems.
The consolidated financial statements include the accounts of the
Partnership and its subsidiary holding companies and cable television operating
partnerships and corporations, which include Falcon Cable Communications LLC
("Falcon LLC"), a Delaware limited liability company that serves as the general
manager of the cable television subsidiaries. The assets contributed by FHGLP to
the Partnership excluded certain immaterial investments, principally FHGLP's
ownership of 100% of the outstanding stock of Enstar Communications Corporation
("ECC"), which is the general partner and manager of fifteen limited
partnerships operating under the name "Enstar". ECC's ownership interest in the
Enstar partnerships ranges from 0.5% to 5%. Upon the consummation of the TCI
Transaction, the management of the Enstar partnerships was assigned to the
Partnership by FHGLP. The consolidated statements of operations and statements
of cash flows for the year ended December 31, 1998 include FHGLP's interest in
ECC for the nine months ended September 30, 1998. The effects of ECC's
operations on all previous periods presented are immaterial.
Prior to closing the TCI Transaction, FHGLP owned and operated cable
television systems in 23 states. FHGLP also controlled, held varying equity
interests in and managed certain other cable television partnerships (the
"Affiliated Partnerships") for a fee. FHGLP is a limited partnership, the sole
general partner of which is Falcon Holding Group, Inc., a California corporation
("FHGI"). FHGI also holds a 1% interest in certain of the subsidiaries of the
Partnership. At the beginning of 1998, the Affiliated Partnerships were
comprised of Falcon Classic Cable Income Properties, L.P. ("Falcon Classic")
whose cable television systems are referred to as the "Falcon Classic Systems,"
Falcon Video and the Enstar partnerships. As discussed in Note 3, the Falcon
Classic Systems were acquired by FHGLP during 1998. The Falcon Video Systems
were acquired on September 30, 1998 in connection with the TCI Transaction. As a
result of these transactions, the Affiliated Partnerships consist solely of the
Enstar partnerships from October 1, 1998 forward.
All significant intercompany accounts and transactions have been eliminated
in consolidation. The consolidated financial statements do not give effect to
any assets that the partners may have
F-410
<PAGE> 555
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
outside their interests in the Partnership, nor to any obligations, including
income taxes, of the partners.
On July 12, 1996, the Partnership acquired the assets of Falcon Cable
Systems Company ("FCSC"), an Affiliated Partnership. The results of operations
of these cable systems have been included in the consolidated financial
statements from July 12, 1996. Management fees and reimbursed expenses received
by the Partnership from FCSC for the period of January 1, 1996 through July 11,
1996 are also included in the consolidated financial statements and have not
been eliminated in consolidation. See Note 3.
CASH EQUIVALENTS
For purposes of the consolidated statements of cash flows, the Partnership
considers all highly liquid debt instruments purchased with an initial maturity
of three months or less to be cash equivalents. Cash equivalents at December 31,
1996, 1997 and 1998 included $4.1 million, $4.5 million and $345,000 of
investments in commercial paper and short-term investment funds of major
financial institutions.
INVESTMENTS IN AFFILIATED PARTNERSHIPS
Prior to closing the TCI Transaction, the Partnership was the general
partner of certain entities, which in turn acted as general partner of the
Affiliated Partnerships. The Partnership's effective ownership interests in the
Affiliated Partnerships were less than one percent. The Affiliated Partnerships
were accounted for using the equity method of accounting. Equity in net losses
were recorded to the extent of the investments in and advances to the
partnerships plus obligations for which the Partnership, as general partner, was
responsible. The liabilities of the Affiliated Partnerships, other than amounts
due the Partnership, principally consisted of debt for borrowed money and
related accrued interest. The Partnership's ownership interests in the
Affiliated Partnerships were eliminated in 1998 with the acquisition of Falcon
Video and Falcon Classic and the retention by FHGLP of its interests in the
Enstar partnerships.
PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION
Property, plant and equipment are stated at cost. Direct costs associated
with installations in homes not previously served by cable are capitalized as
part of the distribution system, and reconnects are expensed as incurred. For
financial reporting, depreciation and amortization is computed using the
straight-line method over the following estimated useful lives.
<TABLE>
<S> <C>
CABLE TELEVISION SYSTEMS:
Headend buildings and equipment..................... 10-16 years
Trunk and distribution.............................. 5-15 years
Microwave equipment................................. 10-15 years
OTHER:
Furniture and equipment............................. 3-7 years
Vehicles............................................ 3-10 years
Leasehold improvements.............................. Life of lease
</TABLE>
F-411
<PAGE> 556
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FRANCHISE COST AND GOODWILL
The excess of cost over the fair values of tangible assets and customer
lists of cable television systems acquired represents the cost of franchises and
goodwill. In addition, franchise cost includes capitalized costs incurred in
obtaining new franchises and in the renewal of existing franchises. These costs
are amortized using the straight-line method over the lives of the franchises,
ranging up to 28 years (composite 15 year average). Goodwill is amortized over
20 years. 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.
CUSTOMER LISTS AND OTHER INTANGIBLE COSTS
Customer lists and other intangible costs include customer lists, covenants
not to compete and organization costs which are amortized using the
straight-line method over two to five years.
In 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on Costs of Start-Up Activities". The new
standard, which becomes effective for the Partnership on January 1, 1999,
requires costs of start-up activities, including certain organization costs, to
be expensed as incurred. Previously capitalized start-up costs are to be written
off as a cumulative effect of a change in accounting principle. The Partnership
believes that adoption of this standard will not have a material impact on the
Partnership's financial position or results of operations.
DEFERRED LOAN COSTS
Costs related to borrowings are capitalized and amortized to interest
expense over the life of the related loan.
RECOVERABILITY OF ASSETS
The Partnership assesses on an ongoing basis the recoverability of
intangible assets (including goodwill) and capitalized plant assets based on
estimates of future undiscounted cash flows compared to net book value. If the
future undiscounted cash flow estimates were less than net book value, net book
value would then be reduced to estimated fair value, which generally
approximates discounted cash flows. The Partnership also evaluates the
amortization periods of assets, including goodwill and other intangible assets,
to determine whether events or circumstances warrant revised estimates of useful
lives.
REVENUE RECOGNITION
Revenues from customer fees, equipment rental and advertising are
recognized in the period that services are delivered. Installation revenue is
recognized in the period the installation services are provided to the extent of
direct selling costs. Any remaining amount is deferred and recognized over the
estimated average period that customers are expected to remain connected to the
cable television system. Management fees are recognized on the accrual basis
based on a percentage of gross revenues of the respective cable television
systems managed. Effective October 1, 1998, 20% of the management fees from the
Enstar partnerships is retained by FHGLP.
F-412
<PAGE> 557
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DERIVATIVE FINANCIAL INSTRUMENTS
As part of the Partnership's management of financial market risk and as
required by certain covenants in its New Credit Agreement, the Partnership
enters into various transactions that involve contracts and financial
instruments with off-balance-sheet risk, principally interest rate swap and
interest rate cap agreements. The Partnership enters into these agreements in
order to manage the interest-rate sensitivity associated with its variable-rate
indebtedness. The differential to be paid or received in connection with
interest rate swap and interest rate cap agreements is recognized as interest
rates change and is charged or credited to interest expense over the life of the
agreements. Gains or losses for early termination of those contracts are
recognized as an adjustment to interest expense over the remaining portion of
the original life of the terminated contract.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 1999. The Partnership expects to adopt the new
statement effective January 1, 2000. SFAS 133 will require the Partnership to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of
derivatives are either offset against the changes in fair value of assets,
liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The Partnership believes that adoption of SFAS 133 will
not have a material impact on the Partnership's financial position or results of
operations.
INCOME TAXES
The Partnership and its subsidiaries, except for Falcon First, are limited
partnerships or limited liability companies and pay no income taxes as entities
except for nominal taxes assessed by certain state jurisdictions. All of the
income, gains, losses, deductions and credits of the Partnership are passed
through to its partners. The basis in the Partnership's assets and liabilities
differs for financial and tax reporting purposes. At December 31, 1998, the book
basis of the Partnership's net assets exceeded its tax basis by $621.8 million.
REPORTING COMPREHENSIVE INCOME
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which established standards for the reporting and display of
comprehensive income and its components in a full set of comparative
general-purpose financial statements. SFAS 130 became effective for the
Partnership on January 1, 1998. The Partnership does not currently have items of
comprehensive income.
ADVERTISING COSTS
All advertising costs are expensed as incurred.
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 amounts
F-413
<PAGE> 558
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the 1998
presentation.
NOTE 2 -- PARTNERSHIP MATTERS
The Amended and Restated Agreement of Limited Partnership of FCLP ("FCLP
Partnership Agreement") provides that profits and losses will be allocated, and
distributions will be made, in proportion to the partners' percentage interests.
FHGLP is the managing general partner and a limited partner and owns a 54%
interest in FCLP, and TCI is a general partner and owns a 46% interest. The
partners' percentage interests are based on the relative net fair market values
of the assets contributed to FCLP under the Contribution Agreement, as estimated
at the closing. The percentage interests were subsequently adjusted to reflect
the December 1998 redemption of a small part of FHGLP's partnership interest. To
the extent the relative net fair market values of the assets contributed to FCLP
under the Contribution Agreement, as finally determined, are different from the
estimates used to calculate the partners' percentage interests, one or the other
of the partners will be required to make an additional cash capital contribution
to FCLP so as to cause the partners' capital contributions to be in proportion
to their percentage interests. Any such additional cash contribution is required
to be made only to the extent of distributions by FCLP to the contributing
partner. Any such additional cash contribution must be accompanied by interest
at 9% per year from the date of closing or, in certain cases, from the date on
which FCLP incurred any liability that affected the net fair market value of the
parties' capital contributions.
At any time after September 30, 2005, either TCI or FHGLP can offer to sell
to the other partner the offering partner's entire partnership interest in FCLP
for a negotiated price. The partner receiving such an offer may accept or reject
the offer. If the partner receiving such an offer rejects it, the offering
partner may elect to cause FCLP to be liquidated and dissolved in accordance
with the FCLP Partnership Agreement.
The Partnership expires on July 1, 2013. The Partnership will be dissolved
prior to its expiration date under certain circumstances, including the
withdrawal of FHGLP as the managing general partner (unless the partners vote to
continue the Partnership), the sale of substantially all of the Partnership's
assets, and at the election by TCI in the event of changes in FCLP's key
management.
The FCLP Partnership Agreement provides for an Advisory Committee
consisting of six individual representatives, three of whom are appointed by
FHGLP, two of whom are appointed by TCI and one of whom is appointed by joint
designation of FHGLP and TCI. The FCLP Partnership Agreement prohibits FCLP from
taking certain actions without the affirmative vote of a majority of the members
of the Advisory Committee, including, but not limited to, the following: (1) the
acquisition or disposition of assets under certain circumstances; and (2)
conducting or entering into any line of business other than the ownership and
operation of cable television systems and related and ancillary businesses.
The FCLP Partnership Agreement further prohibits the Partnership from
taking certain actions without the affirmative approval of TCI, including, but
not limited to, the following: (1) any merger, consolidation, recapitalization
or other reorganization, with certain permitted exceptions;
F-414
<PAGE> 559
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(2) the acquisition or disposition of assets under certain circumstances; (3)
any sale or disposition of assets that would result in the allocation of taxable
income or gain to TCI; (4) incurring indebtedness if, after giving effect to
such indebtedness, FCLP's Operating Cash Flow Ratio, as defined, would exceed
8.0:1 through April 15, 2000 and 7.5:1 thereafter; (5) the issuance or
redemption of any partnership interest or convertible interest, with certain
permitted exceptions; (6) any transaction with FHGLP or any affiliate of FHGLP,
with certain permitted exceptions; (7) the adoption or amendment of any
management incentive plan; (8) the incurring of Net Overhead Expenses, as
defined, that exceed 4.5% of the gross revenues of FCLP and its subsidiaries in
any fiscal year; or (9) the liquidation or dissolution of FCLP, except in
accordance with the provisions of the FCLP Partnership Agreement.
TCI may elect to purchase all of FHGLP's interests in the Partnership in
certain circumstances if a court finds that FHGLP has engaged in conduct while
acting as Managing General Partner that has resulted in material harm to the
Partnership or TCI.
Prior to the closing of the TCI Transaction, the FHGLP Partnership
Agreement gave certain partners of FHGLP certain rights and priorities with
respect to other partners. Among these rights were stated obligations of the
Partnership to redeem certain partners' partnership interests at fair value or,
in some cases, at stated value. These rights and priorities were eliminated upon
the closing of the TCI Transaction. At the closing of the TCI Transaction, a
portion of the partnership interests held by certain FHGLP limited partners,
having an agreed value of $154.7 million, were redeemed for cash.
Under the amended FHGLP partnership agreement, the non-management limited
partners of FHGLP may elect at certain times either to require the incorporation
of FHGLP or to require that FHGLP elect to incorporate FCLP. Neither of these
elections may be made prior to March 30, 2006. If the non-management limited
partners of FHGLP make either of these elections, then, at any time more than
six months after the election and prior to the date on which the incorporation
is completed, the non-management limited partners of FHGLP may elect to require
that FCLP (or, if FHGLP has purchased all of TCI's interest in FCLP, FHGLP)
purchase all of the non-management partners' partnership interests in FHGLP.
Under certain circumstances, a non-management limited partner of FHGLP may elect
to exclude its partnership interest in FHGLP from the purchase and sale and,
upon such election, all put and call rights with respect to such partner's
partnership interest in FHGLP will terminate.
The put and call rights with respect to the partnership interests of the
non-management partners will terminate automatically if either FHGLP or FCLP is
incorporated, if the corporation that succeeds to the assets of FHGLP or FCLP
concurrently effects an initial public offering, and if the aggregate price to
the public (before underwriting discounts or commissions, registration fees, and
other expenses) of all stock sold in the public offering (including stock sold
by any selling shareholders, but excluding stock of a different class from that
acquired by the non-management partners in the incorporation) is at least $150
million.
At any time on or after April 1, 2006, FCLP (or, if FHGLP has purchased all
of TCI's interest in FCLP, FHGLP) may require that each of the non-management
limited partners of FHGLP sell its entire interest in FHGLP to FCLP or FHGLP, as
applicable. In the case of either a put or a call of the non-management limited
partners' interests in FHGLP, the purchase price will equal the amount that
would be distributed to each partner in dissolution and liquidation of FHGLP,
assuming the sale of FCLP's assets at fair market value, as determined by three
appraisers.
F-415
<PAGE> 560
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The estimated redemption values at December 31, 1997 and December 31, 1998
were $171.4 million and $133 million, respectively, and are reflected in the
consolidated financial statements as redeemable partners' equity. Such amounts
were determined based on management's estimate of the relative fair value of
such interests under current market conditions. Management of the Partnership
will continue to adjust the recorded redemption values based on its estimate of
the relative fair value of the interests subject to redemption. The actual
redemption value of any partnership interests will generally be determined
through the third-party appraisal mechanisms described in the partnership
agreements, and the appraisers will not be bound by management's estimates.
Accordingly, such appraised valuations may be greater than or less than
management's estimates and any such variations could be significant.
While the Partnership has assumed the obligations of FHGLP under the 1993
Incentive Performance Plan (the "Incentive Performance Plan"), FHGLP has agreed
to contribute cash to the Partnership in an amount equal to any payments made by
the Partnership under the Incentive Performance Plan.
NOTE 3 -- ACQUISITIONS AND SALES
The Partnership acquired the cable television systems of FCSC on July 12,
1996 through a newly-formed subsidiary operating partnership for a purchase
price of $253 million including transaction costs. The acquisition of FCSC was
accounted for by the purchase method of accounting, whereby the purchase price
of the FCSC assets was allocated based on an appraisal. The excess of purchase
price over the fair value of net assets acquired, or $18.2 million, has been
recorded as goodwill and is being amortized using the straight-line method over
20 years.
In March and July 1998, FHGLP acquired the Falcon Classic Systems for an
aggregate purchase price of $83.4 million. Falcon Classic had revenue of
approximately $20.3 million for the year ended December 31, 1997.
As discussed in Note 1, on September 30, 1998 the Partnership acquired the
TCI Systems and the Falcon Video Systems in accordance with the Contribution
Agreement.
The acquisitions of the TCI Systems, the Falcon Video Systems and the
Falcon Classic Systems were accounted for by the purchase method of accounting,
whereby the purchase prices were allocated to the assets acquired and
liabilities assumed based on their estimated fair values at the dates of
acquisition, as follows:
<TABLE>
<CAPTION>
FALCON VIDEO FALCON CLASSIC
TCI SYSTEMS SYSTEMS SYSTEMS
----------- -------------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Purchase Price:
General partnership interests
issued............................ $234,457 $ 43,073 $ --
Debt assumed........................ 275,000 112,196 --
Debt incurred....................... -- -- 83,391
Other liabilities assumed........... 955 3,315 2,804
Transaction costs................... 2,879 -- --
-------- -------- -------
513,291 158,584 86,195
-------- -------- -------
</TABLE>
F-416
<PAGE> 561
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
FALCON VIDEO FALCON CLASSIC
TCI SYSTEMS SYSTEMS SYSTEMS
----------- -------------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Fair Market Value of Net Assets
Acquired:
Property, plant and equipment....... 77,992 41,889 33,539
Franchise costs..................... 170,799 36,374 7,847
Customer lists and other intangible
assets............................ 217,443 53,602 34,992
Other assets........................ 4,165 2,381 3,164
-------- -------- -------
470,399 134,246 79,542
-------- -------- -------
Excess of purchase price over fair
value of assets acquired and
liabilities assumed............ $ 42,829 $ 24,338 $ 6,653
======== ======== =======
</TABLE>
The excess of purchase price over the fair value of net assets acquired has
been recorded as goodwill and is being amortized using the straight-line method
over 20 years. The allocation of the purchase price may be subject to possible
adjustment pursuant to the Contribution Agreement.
The general partnership interests issued in the TCI Transaction were valued
in proportion to the estimated fair value of the TCI Systems and the Falcon
Video Systems as compared to the estimated fair value of the Partnership's
assets, which was agreed upon in the Contribution Agreement by all holders of
Partnership interests.
Sources and uses of funds for each of the transactions were as follows:
<TABLE>
<CAPTION>
FALCON VIDEO FALCON CLASSIC
TCI SYSTEMS SYSTEMS SYSTEMS
----------- ------------ --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Sources of Funds:
Cash on hand............................... $ 11,429 $ 59,038 $ 6,591
Advance under bank credit facilities....... 429,739 56,467 76,800
-------- -------- -------
Total sources of funds........... $441,168 $115,505 $83,391
======== ======== =======
Uses of Funds:
Repay debt assumed from TCI and existing
debt of Falcon Video, including accrued
interest................................. $429,739 $115,505 $ --
Purchase price of assets................... -- -- 83,391
Payment of assumed obligations at
closing.................................. 6,495 -- --
Transaction fees and expenses.............. 2,879 -- --
Available funds............................ 2,055 -- --
-------- -------- -------
Total uses of funds.............. $441,168 $115,505 $83,391
======== ======== =======
</TABLE>
The following unaudited condensed consolidated statements of operations
present the consolidated results of operations of the Partnership as if the
acquisitions referred to above had occurred at the beginning of the periods
presented and are not necessarily indicative of what
F-417
<PAGE> 562
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
would have occurred had the acquisitions been made as of such dates or of
results which may occur in the future.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1997 1998
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Revenues..................................... $ 399,449 $ 424,994 $ 426,827
Expenses..................................... (429,891) (438,623) (444,886)
--------- --------- ---------
Operating loss............................. (30,442) (13,629) (18,059)
Interest and other expenses.................. (126,904) (115,507) (130,632)
--------- --------- ---------
Loss before extraordinary item............... $(157,346) $(129,136) $(148,691)
========= ========= =========
</TABLE>
NOTE 4 -- DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
CASH AND CASH EQUIVALENTS
The carrying amount approximates fair value due to the short maturity of
those instruments.
NOTES PAYABLE
The fair value of the Partnership's 11% Senior Subordinated Notes, 8.375%
Senior Debentures and 9.285% Senior Discount Debentures is based on quoted
market prices for those issues of debt. The fair value of the Partnership's
other subordinated notes is based on quoted market prices for similar issues of
debt with similar maturities. The carrying amount of the Partnership's remaining
debt outstanding approximates fair value due to its variable rate nature.
INTEREST RATE HEDGING AGREEMENTS
The fair value of interest rate hedging agreements is estimated by
obtaining quotes from brokers as to the amount either party would be required to
pay or receive in order to terminate the agreements.
The following table depicts the fair value of each class of financial
instruments for which it is practicable to estimate that value as of December
31:
<TABLE>
<CAPTION>
1997 1998
---------------------- ------------------------
CARRYING CARRYING
VALUE FAIR VALUE VALUE FAIR VALUE
-------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash and cash equivalents................. $ 13,917 $ 13,917 $ 14,284 $ 14,284
Notes payable (Note 6):
11% Senior Subordinated Notes........... 282,193 299,125 -- --
8.375% Senior Debentures................ -- -- 375,000 382,500
9.285% Senior Discount Debentures....... -- -- 294,982 289,275
Bank credit facilities.................. 606,000 606,000 926,000 926,000
Other Subordinated Notes................ 15,000 16,202 15,000 16,426
Capitalized lease obligations........... 10 10 1 1
Other................................... 8,018 8,018 370 370
</TABLE>
F-418
<PAGE> 563
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
NOTIONAL NOTIONAL
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Rate Hedging Agreements (Note 6):
Interest rate swaps....................... $585,000 $ (371) $1,534,713 $(22,013)
Interest rate caps........................ 25,000 (148) -- --
</TABLE>
The carrying value of interest rate swaps and caps was an asset of $402,000
at December 31, 1997 and a net obligation of $20.3 million at December 31, 1998.
See Note 6(g). The amount of debt on which current interest expense has been
affected is $520 million and $960 million for swaps at December 31, 1997 and
1998 and $25 million for caps at December 31, 1997. The balance of the contract
totals presented above reflects contracts entered into as of December 31 which
do not become effective until existing contracts expire.
NOTE 5 -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
--------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cable television systems........................... $ 555,253 $ 765,641
Furniture and equipment............................ 19,067 25,576
Vehicles........................................... 12,067 18,381
Land, buildings and improvements................... 10,723 16,505
--------- ---------
597,110 826,103
Less accumulated depreciation and amortization..... (272,551) (320,209)
--------- ---------
$ 324,559 $ 505,894
========= =========
</TABLE>
NOTE 6 -- NOTES PAYABLE
Notes payable consist of:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
-------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
FCLP (formerly FHGLP) Only:
11% Senior Subordinated Notes(a)................. $282,193 $ --
8.375% Senior Debentures(b)...................... -- 375,000
9.285% Senior Discount Debentures, less
unamortized discount(b)....................... -- 294,982
Capitalized lease obligations.................... 10 1
Owned Subsidiaries:
Amended and Restated Credit Agreement(c)......... 606,000 --
New Credit Facility(d)........................... -- 926,000
Other subordinated notes(e)...................... 15,000 15,000
Other(f)......................................... 8,018 370
-------- ----------
$911,221 $1,611,353
======== ==========
</TABLE>
F-419
<PAGE> 564
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(a) 11% Senior Subordinated Notes
On March 29, 1993, FHGLP issued $175 million aggregate principal amount of
11% Senior Subordinated Notes due 2003 (the "Notes"). Interest payment dates
were semi-annual on each March 15 and September 15 commencing September 15,
1993. Through September 15, 2000 FHGLP, at its option, could pay all or any
portion of accrued interest on the Notes by delivering to the holders thereof,
in lieu of cash, additional Notes having an aggregate principal amount equal to
the amount of accrued interest not paid in cash. Through December 31, 1997, the
Partnership elected to issue $107.2 million additional notes as payment-in-kind
for interest. The Partnership elected to pay the interest payment due March 15,
1998 in cash and, under the terms of the Notes, was required to continue to make
cash payments.
On May 19, 1998, FHGLP repurchased approximately $247.8 million aggregate
principal amount of the Notes for an aggregate purchase price of $270.3 million
pursuant to a fixed spread tender offer for all outstanding Notes. The Notes
tendered represented approximately 88% of the Notes previously outstanding. The
approximate $34.4 million of Notes not repurchased in the tender offer were
redeemed on September 15, 1998 in accordance with their terms.
(b) 8.375% Senior Debentures and 9.285% Senior Discount Debentures
On April 3, 1998, FHGLP and its wholly-owned subsidiary, Falcon Funding
Corporation ("FFC" and, collectively with FHGLP, the "Issuers"), sold
$375,000,000 aggregate principal amount of 8.375% Senior Debentures due 2010
(the "Senior Debentures") and $435,250,000 aggregate principal amount at
maturity of 9.285% Senior Discount Debentures due 2010 (the "Senior Discount
Debentures" and, collectively with the Senior Debentures, the "Debentures") in a
private placement. The Debentures were exchanged for debentures with the same
form and terms, but registered under the Securities Act of 1933, as amended, in
August 1998.
In connection with consummation of the TCI Transaction, the Partnership was
substituted for FHGLP as an obligor under the Debentures and thereupon FHGLP was
released and discharged from any further obligation with respect to the
Debentures and the related Indenture. FFC remains as an obligor under the
Debentures and is now a wholly owned subsidiary of the Partnership. FFC was
incorporated solely for the purpose of serving as a co-issuer of the Debentures
and does not have any material operations or assets and will not have any
revenues.
The Senior Discount Debentures were issued at a price of 63.329% per $1,000
aggregate principal amount at maturity, for total gross proceeds of
approximately $275.6 million, and will accrete to stated value at an annual rate
of 9.285% until April 15, 2003. The unamortized discount amounted to $140.3
million at December 31, 1998. After giving effect to offering discounts,
commissions and estimated expenses of the offering, the sale of the Debentures
(representing aggregate indebtedness of approximately $650.6 million as of the
date of issuance) generated net proceeds of approximately $631 million. The
Partnership used substantially all the net proceeds from the sale of the
Debentures to repay outstanding bank indebtedness.
(c) Amended and Restated Credit Agreement
The Partnership had a $775 million senior secured Amended and Restated
Credit Agreement that was scheduled to mature on July 11, 2005. The Amended and
Restated Credit Agreement required the Partnership to make annual reductions of
$1 million on the term loan portion
F-420
<PAGE> 565
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
commencing December 31, 1997. Maximum available borrowings under the Amended and
Restated Credit Agreement were $774 million at December 31, 1997. The Amended
and Restated Credit Agreement required interest on the amount outstanding under
the reducing revolver portion to be tied to the ratio of consolidated total debt
(as defined) to consolidated annualized cash flow (as defined). Interest rates
were based on LIBOR or prime rates at the option of the Partnership. The LIBOR
margin under the reducing revolver ranged from 0.75% to 1.625%, while interest
on the term loan was at the LIBOR rate plus 2.375%.
At December 31, 1997, the weighted average interest rate on borrowings
outstanding under the Amended and Restated Credit Agreement (including the
effects of the interest rate hedging agreements) was 7.69%. The Partnership was
also required to pay a commitment fee per annum on the unused portion.
(d) New Credit Facility
On June 30, 1998, the Partnership entered into a new $1.5 billion senior
credit facility (the "New Credit Facility") which replaced the Amended and
Restated Credit Agreement and provided funds for the closing of the TCI
Transaction. See Note 1. The borrowers under the New Credit Facility were the
operating subsidiaries prior to consummation of the TCI Transaction and,
following the TCI Transaction, the borrower is Falcon LLC. The restricted
companies, as defined under the New Credit Facility, are Falcon LLC and each of
its subsidiaries (excluding certain subsidiaries designated as excluded
companies from time to time) and each restricted company (other than Falcon LLC)
is also a guarantor of the New Credit Facility.
The New Credit Facility consists of three committed facilities (one
revolver and two term loans) and one uncommitted $350 million supplemental
credit facility (the terms of which will be negotiated at the time the
Partnership makes a request to draw on such facility). Facility A is a $650
million revolving credit facility maturing December 29, 2006; Facility B is a
$200 million term loan maturing June 29, 2007; and Facility C is a $300 million
term loan maturing December 31, 2007. All of Facility C and approximately $126
million of Facility B were funded on June 30, 1998, and the debt outstanding
under the Amended and Restated Credit Agreement of approximately $329 million
was repaid. As a result, from June 30, 1998 until September 29, 1998, FHGLP had
an excess cash balance of approximately $90 million. Immediately prior to
closing the TCI Transaction, approximately $39 million was borrowed under
Facility A to discharge certain indebtedness of Falcon Video. In connection with
consummation of the TCI Transaction, Falcon LLC assumed the approximately $433
million of indebtedness outstanding under the New Credit Facility. In addition
to utilizing cash on hand of approximately $63 million, Falcon LLC borrowed the
approximately $74 million remaining under Facility B and approximately $366
million under Facility A to discharge approximately $73 million of Falcon Video
indebtedness and to retire approximately $430 million of TCI indebtedness
assumed as part of the contribution of the TCI Systems. As a result of these
borrowings, the amount outstanding under the New Credit Facility at December 31,
1998 was $926 million. Subject to covenant limitations, the Partnership had
available to it additional borrowing capacity thereunder of $224 million at
December 31, 1998. However, limitations imposed by the Partnership's partnership
agreement as amended would limit available borrowings at December 31, 1998 to
$23.1 million.
(e) Other subordinated notes
Other subordinated notes consist of 11.56% Subordinated Notes due March
2001. The subordinated note agreement contains certain covenants which are
substantially the same as the
F-421
<PAGE> 566
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
covenants under the New Credit Facility, which is described in (d) above. At
December 31, 1998, management believes that the Partnership was in compliance
with such covenants.
(f) Other
Other notes payable as of December 31, 1997 consisted of $7.5 million owed
by Enstar Finance Company, LLC ("EFC"). FHGLP's interest in EFC was not
contributed to FCLP on September 30, 1998. Consequently, EFC's obligations are
excluded from those of the Partnership as of December 31, 1998.
(g) Interest Rate Hedging Agreements
The Partnership utilizes interest rate hedging agreements to establish
long-term fixed interest rates on a portion of its variable-rate debt. The New
Credit Facility requires that interest be tied to the ratio of consolidated
total debt to consolidated annualized cash flow (in each case, as defined
therein), and further requires that the Partnership maintain hedging
arrangements with respect to at least 50% of the outstanding borrowings
thereunder plus any additional borrowings of the Partnership, including the
Debentures, for a two year period. As of December 31, 1998, borrowings under the
New Credit Facility bore interest at an average rate of 7.55% (including the
effect of interest rate hedging agreements). The Partnership has entered into
fixed interest rate hedging agreements with an aggregate notional amount at
December 31, 1998 of $1.485 billion, including contracts of $160 million assumed
from Falcon Video in connection with the TCI Transaction. Agreements in effect
at December 31, 1998 totaled $910 million, with the remaining $575 million to
become effective as certain of the existing contracts mature during 1999 through
October of 2004. These agreements expire at various times through October, 2006.
In addition to these agreements, the Partnership has one interest rate swap
contract with a notional amount of $25 million under which it pays variable
LIBOR rates and receives fixed rate payments.
The hedging agreements resulted in additional interest expense of $1
million, $350,000 and $1.2 million for the years ended December 31, 1996, 1997
and 1998, respectively. The Partnership does not believe that it has any
significant risk of exposure to non-performance by any of its counterparties.
(h) Debt Maturities
The Partnership's notes payable outstanding at December 31, 1998 mature as
follows:
<TABLE>
<CAPTION>
OTHER
8.375% SENIOR 9.285% SENIOR NOTES TO SUBORDINATED
YEAR DEBENTURES DEBENTURES BANKS NOTES OTHER TOTAL
---- ------------- ------------- -------- ------------ ----- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1999............... $ -- $ -- $ 5,000 $ -- $371 $ 5,371
2000............... -- -- 5,000 -- -- 5,000
2001............... -- -- 5,000 15,000 -- 20,000
2002............... -- -- 5,000 -- -- 5,000
2003............... -- -- 5,000 -- -- 5,000
Thereafter........... 375,000 435,250 901,000 -- -- 1,711,250
</TABLE>
F-422
<PAGE> 567
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(i) Extraordinary Item
Fees and expenses incurred in connection with the repurchase of the Notes
on May 19, 1998 and the retirement of the remaining Notes on September 15, 1998
were $19.7 million in the aggregate. In addition, the unamortized portion of
deferred loan costs related to the Notes and the Amended and Restated Credit
Agreement, which amounted to $10.9 million in the aggregate, were written off as
an extraordinary charge upon the extinguishment of the related debt.
NOTE 7 -- COMMITMENTS AND CONTINGENCIES
The Partnership leases land, office space and equipment under operating
leases expiring at various dates through the year 2039. See Note 9.
Future minimum rentals for operating leases at December 31, 1998 are as
follows:
<TABLE>
<CAPTION>
YEAR TOTAL
---- -----------
(DOLLARS IN
THOUSANDS)
<S> <C>
1999.................................................. $ 2,758
2000.................................................. 2,545
2001.................................................. 2,264
2002.................................................. 1,919
2003.................................................. 1,119
Thereafter.............................................. 4,449
-------
$15,054
=======
</TABLE>
In most cases, management expects that, in the normal course of business,
these leases will be renewed or replaced by other leases. Rent expense amounted
to $2.1 million in 1996, $2.4 million in 1997 and $3.1 million in 1998.
In addition, the Partnership rents line space on utility poles in some of
the franchise areas it serves. These rentals amounted to $2.8 million for 1996,
$3.1 million for 1997 and $3.9 million for 1998. Generally, such pole rental
agreements are short-term; however, the Partnership anticipates such rentals
will continue in the future.
Beginning in August 1997, the Partnership elected to self-insure its cable
distribution plant and subscriber connections against property damage as well as
possible business interruptions caused by such damage. The decision to
self-insure was made due to significant increases in the cost of insurance
coverage and decreases in the amount of insurance coverage available. In October
1998, the Partnership reinstated third party insurance coverage against damage
to its cable distribution plant and subscriber connections and against business
interruptions resulting from such damage. This coverage is subject to a
significant annual deductible and is intended to limit the Partnership's
exposure to catastrophic losses, if any, in future periods. Management believes
that the relatively small size of the Partnership's markets in any one
geographic area, coupled with their geographic separation, will mitigate the
risk that the Partnership could sustain losses due to seasonal weather
conditions or other events that, in the aggregate, could have a material adverse
effect on the Partnership's liquidity and cash flows. The Partnership continues
to purchase insurance coverage in amounts management views as appropriate for
all other property, liability, automobile, workers' compensation and other types
of insurable risks.
F-423
<PAGE> 568
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Partnership is required under various franchise agreements at December
31, 1998 to rebuild certain existing cable systems at a cost of approximately
$83 million.
The Partnership is regulated by various federal, state and local government
entities. The Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act"), provides for among other things, federal and local
regulation of rates charged for basic cable service, cable programming service
tiers ("CPSTs") and equipment and installation services. Regulations issued in
1993 and significantly amended in 1994 by the Federal Communications Commission
(the "FCC") have resulted in changes in the rates charged for the Partnership's
cable services. The Partnership believes that compliance with the 1992 Cable Act
has had a negative impact on its operations and cash flow. It also presently
believes that any potential future liabilities for refund claims or other
related actions would not be material. The Telecommunications Act of 1996 (the
"1996 Telecom Act") was signed into law on February 8, 1996. As it pertains to
cable television, the 1996 Telecom Act, among other things, (i) ends the
regulation of certain CPSTs in 1999; (ii) expands the definition of effective
competition, the existence of which displaces rate regulation; (iii) eliminates
the restriction against the ownership and operation of cable systems by
telephone companies within their local exchange service areas; and (iv)
liberalizes certain of the FCC's cross-ownership restrictions.
The Partnership has various contracts to obtain basic and premium
programming from program suppliers whose compensation is generally based on a
fixed fee per customer or a percentage of the gross receipts for the particular
service. Some program suppliers provide volume discount pricing structures or
offer marketing support to the Partnership. The Partnership's programming
contracts are generally for a fixed period of time and are subject to negotiated
renewal. The Partnership does not have long-term programming contracts for the
supply of a substantial amount of its programming. Accordingly, no assurances
can be given that the Partnership's programming costs will not continue to
increase substantially or that other materially adverse terms will not be added
to the Partnership's programming contracts. Management believes, however, that
the Partnership's relations with its programming suppliers generally are good.
Effective December 1, 1998, the Partnership elected to obtain certain of
its programming services through an affiliate of TCI. This election resulted in
a reduction in the Partnership's programming costs, the majority of which will
be passed on to its customers in the form of reduced rates in compliance with
FCC rules. The Partnership has elected to continue to acquire its remaining
programming services under its existing programming contracts, but may elect to
acquire additional programming services through the TCI affiliate in the future.
The Partnership, in the normal course of business, purchases cable programming
services from certain program suppliers owned in whole or in part by an
affiliate of TCI.
The Partnership is periodically a party to various legal proceedings. Such
legal proceedings are ordinary and routine litigation proceedings that are
incidental to the Partnership's business, and management presently believes that
the outcome of all pending legal proceedings will not, in the aggregate, have a
material adverse effect on the financial condition of the Partnership.
The Partnership, certain of its affiliates, and certain third parties have
been named as defendants in an action entitled Frank O'Shea I.R.A. et al. v.
Falcon Cable Systems Company, et al., Case No. BC 147386, pending in the
Superior Court of the State of California, County of Los Angeles (the "Action").
Plaintiffs in the Action are certain former unitholders of FCSC purporting to
represent a class consisting of former unitholders of FCSC other than those
affiliated with FCSC and/or its controlling persons. The complaint in the Action
alleges, among other things,
F-424
<PAGE> 569
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
that defendants breached their fiduciary and contractual duties to unitholders,
and acted negligently, with respect to the purchase from former unitholders of
their interests in FCSC in 1996. A settlement of the action has been agreed to
and will be presented to the court for approval on April 22, 1999. The terms of
the settlement, if approved, are not expected to have a material adverse effect
on the financial condition of the Partnership. Net of insurance proceeds, the
settlement's cost to the Partnership would amount to approximately $2.7 million,
all of which had been reserved as of December 31, 1998. The Partnership
recognized expenses related to the settlement of $52,000, $145,000 and $2.5
million in 1996, 1997 and 1998, respectively.
NOTE 8 -- EMPLOYEE BENEFIT PLANS
The subsidiaries of the Partnership have a cash or deferred profit sharing
plan (the "Profit Sharing Plan") covering substantially all of their employees.
FHGLP joined in the adoption of the FHGI cash or deferred profit sharing plan as
of March 31, 1993. The provisions of this plan were amended to be substantially
identical to the provisions of the Profit Sharing Plan.
The Profit Sharing Plan provides that each participant may elect to make a
contribution in an amount up to 20% of the participant's annual compensation
which otherwise would have been payable to the participant as salary. The
Partnership's contribution to the Profit Sharing Plan, as determined by
management, is discretionary but may not exceed 15% of the annual aggregate
compensation (as defined) paid to all participating employees. There were no
contributions for the Profit Sharing Plan in 1996, 1997 or 1998.
On September 30 1998, the Partnership assumed the obligations of FHGLP for
its 1993 Incentive Performance Plan (the "Incentive Plan"). The value of the
interests in the Incentive Plan is tied to the equity value of certain
partnership units in FHGLP held by FHGI. In connection with the assumption by
the Partnership, FHGLP agreed to fund any benefits payable under the Incentive
Plan through additional capital contributions to the Partnership, the waiver of
its rights to receive all or part of certain distributions from the Partnership
and/or a contribution of a portion of its partnership units to the Partnership.
The benefits which are payable under the Incentive Plan are equal to the amount
of distributions which FHGI would have otherwise received with respect to
1,932.67 of the units of FHGLP held by FHGI and a portion of FHGI's interest in
certain of the partnerships that are the general partners of the Partnership's
operating subsidiaries. Benefits are payable under the Incentive Plan only when
distributions would otherwise be paid to FHGI with respect to the
above-described units and interests. The Incentive Plan is scheduled to
terminate on January 5, 2003, at which time the Partnership is required to
distribute the units described above to the participants in the Incentive Plan.
At such time, FHGLP is required to cause the units to be contributed to the
Partnership to fund such distributions. The participants in the Incentive Plan
are present and former employees of the Partnership, FHGLP and its operating
affiliates, all of whom are 100% vested. Prior to the closing of the TCI
Transaction, FHGLP amended the Incentive Plan to provide for payments by FHGLP
at the closing of the TCI Transaction to participants in an aggregate amount of
approximately $6.5 million and to reduce by such amount FHGLP's obligations to
make future payments to participants under the Incentive Plan.
In 1999, the Partnership adopted a Restricted Unit Plan (the "New FCLP
Incentive Plan" or "Plan") for the benefit of certain employees. Grants of
restricted units are provided at the discretion of the Advisory Committee. The
value of the units in the New FCLP Incentive Plan is tied to the equity value of
FCLP above a base equity as determined initially in 1999 by the partners, and
for grants in subsequent years by an appraisal. Benefits are payable under the
F-425
<PAGE> 570
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
New FCLP Incentive Plan only when distributions would otherwise be payable to
equity holders of FCLP. An initial grant of 100,000 units representing 2.75% of
the equity of FCLP in excess of the equity base was approved and will be
allocated to the participants in the Plan. There is a five-year vesting
requirement for all participants.
NOTE 9 -- RELATED PARTY TRANSACTIONS
The Partnership is a separate, stand-alone holding company which employs
all of the management personnel. The Partnership is financially dependent on the
receipt of permitted payments from its operating subsidiaries, management and
consulting fees from domestic cable ventures, and the reimbursement of specified
expenses by certain of the Affiliated Partnerships to fund its operations.
Expected increases in the funding requirements of the Partnership combined with
limitations on its sources of cash may create liquidity issues for the
Partnership in the future. Specifically, the Amended and Restated Credit
Agreement and, subsequently, the New Credit Facility, permitted the subsidiaries
of the Partnership to remit to the Partnership no more than 4.25% of their net
cable revenues, as defined, in any year, effective July 12, 1996. Beginning on
January 1, 1999, this limitation was increased to 4.5% of net cable revenues in
any year. As a result of the 1998 acquisition by the Partnership of the Falcon
Classic and Falcon Video Systems, the Partnership will no longer receive
management fees and reimbursed expenses from Falcon Classic or receive
management fees from Falcon Video. Commencing on October 1, 1998, FHGLP retains
20% of the management fees paid by the Enstar partnerships. The management fees
earned from the Enstar partnerships were $1.9 million, $2 million and $1.9
million for the years ended December 31, 1996, 1997 and 1998, respectively.
The management and consulting fees and expense reimbursements earned from
the Affiliated Partnerships amounted to approximately $6.3 million and $3.7
million, $5.2 million and $2.1 million and $3.7 million and $1.5 million for the
years ended December 31, 1996, 1997 and 1998, respectively. The fees and expense
reimbursements of $6.3 million and $3.7 million earned in 1996 included $1.5
million and $1 million earned from FCSC from January 1, 1996 through July 11,
1996. The fees and expense reimbursements of $3.7 million and $1.5 million
earned in 1998 included $191,000 and $128,000 earned from Falcon Classic from
January 1, 1998 through July 16, 1998, and $1.2 million in management fees from
Falcon Video from January 1, 1998 through September 30, 1998. Subsequent to
these acquisitions, the amounts payable to the Partnership in respect of its
management of the former FCSC, Falcon Classic and Falcon Video Systems became
subject to the limitations contained in the Amended and Restated Credit
Agreement and, subsequently, the New Credit Facility.
Receivables from the Affiliated Partnerships for services and
reimbursements described above amounted to approximately $11.3 million and $2.3
million (which, in 1997, included $7.5 million of notes receivable from the
Enstar partnerships) at December 31, 1997 and 1998.
Included in Commitments and Contingencies (Note 7) are two facility lease
agreements with the Partnership's Chief Executive Officer and his wife, or
entities owned by them, requiring annual future minimum rental payments
aggregating $2.1 million through 2001, one facility being assumed by a
subsidiary as part of the assets acquired on July 12, 1996 from FCSC. That
subsidiary acquired the property in February 1999 for $282,500, a price
determined by two independent appraisals. During the years ended December 31,
1996, 1997 and 1998 rent expense on the first facility amounted to $397,000,
$383,000 and $416,000, respectively. The rent paid for the second facility for
the period July 12, 1996 through December 31, 1996 amounted to
F-426
<PAGE> 571
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
approximately $18,000, and the amount paid in each of 1997 and 1998 was
approximately $41,000.
In addition, the Partnership provides certain accounting, bookkeeping and
clerical services to the Partnership's Chief Executive Officer. The costs of
services provided were determined based on allocations of time plus overhead
costs (rent, parking, supplies, telephone, etc.). Such services amounted to
$118,300, $163,000 and $212,000 for the years ended December 31, 1996, 1997 and
1998, respectively. These costs were net of amounts reimbursed to the
Partnership by the Chief Executive Officer amounting to $75,000, $55,000 and
$72,000 for the years ended December 31, 1996, 1997 and 1998, respectively.
NOTE 10 -- OTHER INCOME (EXPENSE)
Other income (expense) is comprised of the following:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1997 1998
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Gain on sale of Available-for-Sale Securities............... $ 2,264 $ -- $ --
Gain on insured casualty losses............................. -- 3,476 314
Write down of investment.................................... (1,000) -- --
Gain (loss) on sale of investment........................... -- (1,360) 174
Net lawsuit settlement costs................................ -- (1,030) (2,614)
Other, net.................................................. (450) (201) (791)
------- ------- -------
$ 814 $ 885 $(2,917)
======= ======= =======
</TABLE>
NOTE 11 -- SUBSEQUENT EVENTS
In March 1999, AT&T and Tele-Communications, Inc. completed a merger under
which Tele-Communications, Inc. became a unit of AT&T called AT&T Broadband &
Internet Services. The unit will continue to be headquartered in the Denver
area. Leo J. Hindery, Jr., who had been president of Tele-Communications, Inc.
since January 1997, was named President and Chief Executive Officer of AT&T
Broadband & Internet Services, which became the owner of TCI Falcon Holdings,
LLC as a result of the merger.
The Partnership entered into a letter of intent with AT&T to form a joint
venture. This joint venture would provide local or any-distance communications
services, other than mobile wireless services, video entertainment services and
high speed Internet access services, to residential and certain small business
customers under the AT&T brand name over the Partnership's infrastructure.
Formation of the joint venture is subject to certain conditions. The Partnership
is unable to predict if or when such conditions will be met.
NOTE 12 -- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
OPERATING ACTIVITIES
During the years ended December 31, 1996, 1997 and 1998, the Partnership
paid cash interest amounting to approximately $39.7 million, $48.1 million and
$84.9 million, respectively.
INVESTING ACTIVITIES
See Note 3 regarding the non-cash investing activities related to the
acquisitions of the cable systems of the TCI Systems, the Falcon Video Systems,
the Falcon Classic Systems and FCSC.
F-427
<PAGE> 572
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FINANCING ACTIVITIES
See Note 3 regarding the non-cash financing activities relating to the
acquisitions of the cable systems of the TCI Systems, the Falcon Video Systems,
the Falcon Classic Systems and FCSC. See Note 2 regarding the reclassification
to redeemable partners' equity.
NOTE 13 -- FCLP (PARENT COMPANY ONLY)
The following parent-only condensed financial information presents Falcon
Communications, L.P.'s balance sheets and related statements of operations and
cash flows by accounting for the investments in its subsidiaries on the equity
method of accounting. The condensed balance sheet information for 1997 and
condensed statement of operations information through September 30, 1998 is for
FHGLP (parent only). The accompanying condensed financial information should be
read in conjunction with the consolidated financial statements and notes
thereto.
CONDENSED BALANCE SHEET INFORMATION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
--------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................ $ 8,177 $ 1,605
Receivables:
Intercompany notes and accrued interest receivable.... 226,437 655,128
Due from affiliates and other entities, of which
$23,374,000 was contractually restricted or
otherwise deferred at December 31, 1997 (see Note
9).................................................. 25,340 2,129
Prepaid expenses and other............................... 711 236
Investments in affiliated partnerships................... 12,827 --
Other investments........................................ 1,519 --
Property, plant and equipment, less accumulated
depreciation and amortization......................... 1,323 3,599
Deferred loan costs, less accumulated amortization....... 4,846 20,044
--------- ---------
$ 281,180 $ 682,741
========= =========
LIABILITIES:
Notes payable............................................ $ 10 $ --
Senior notes payable..................................... 282,193 669,982
Notes payable to affiliates.............................. -- 70,805
Accounts payable......................................... 179 135
Accrued expenses......................................... 14,025 14,000
Equity in net losses of subsidiaries in excess of
investment............................................ 230,155 198,492
--------- ---------
TOTAL LIABILITIES................................ 526,562 953,414
REDEEMABLE PARTNERS' EQUITY................................ 171,373 133,023
PARTNERS' DEFICIT.......................................... (416,755) (403,696)
--------- ---------
$ 281,180 $ 682,741
========= =========
</TABLE>
F-428
<PAGE> 573
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED STATEMENT OF OPERATIONS INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1997 1998
-------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
REVENUES:
Management fees:
Affiliated Partnerships................... $ 3,962 $ 2,873 $ 2,120
Subsidiaries.............................. 12,020 13,979 14,010
International and other................... 413 281 33
-------- -------- ---------
Total revenues....................... 16,395 17,133 16,163
-------- -------- ---------
EXPENSES:
General and administrative expenses.......... 9,096 11,328 21,134
Depreciation and amortization................ 375 274 559
-------- -------- ---------
Total expenses....................... 9,471 11,602 21,693
-------- -------- ---------
Operating income (loss).............. 6,924 5,531 (5,530)
OTHER INCOME (EXPENSE):
Interest income.............................. 19,884 22,997 50,562
Interest expense............................. (27,469) (30,485) (59,629)
Equity in net losses of subsidiaries......... (50,351) (56,422) (105,659)
Equity in net losses of investee
partnerships.............................. (73) (4) (31)
Other, net................................... 1,100 (2,455) --
-------- -------- ---------
Net loss before extraordinary item............. (49,985) (60,838) (120,287)
Extraordinary item, retirement of debt......... -- -- (24,196)
-------- -------- ---------
NET LOSS....................................... $(49,985) $(60,838) $(144,483)
======== ======== =========
</TABLE>
F-429
<PAGE> 574
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED STATEMENT OF CASH FLOWS INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1996 1997 1998
------- ------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net cash provided by (used in)
Operating activities............................. $(8,969) $1,478 $(418,226)
------- ------ ---------
Cash flows from investing activities:
Distributions from affiliated partnerships....... 773 -- 1,820
Capital expenditures............................. (242) (417) (2,836)
Investments in affiliated partnerships and other
investments................................... (9,000) (254) (2,998)
Proceeds from sale of investments and other
assets........................................ 3 702 1,694
Proceeds from sale of available-for-sale
securities.................................... 9,502 -- --
Assets retained by Falcon Holding Group, L.P..... -- -- (2,893)
------- ------ ---------
Net cash provided by (used in) investing
activities....................................... 1,036 31 (5,213)
------- ------ ---------
Cash flows from financing activities:
Repayment of debt................................ (120) (131) (282,203)
Borrowings from notes payable.................... -- -- 650,639
Borrowings from subsidiaries..................... -- -- 70,805
Capital contributions............................ 5,000 93 --
Redemption of partners' equity................... -- -- (1,170)
Deferred loan costs.............................. -- -- (21,204)
------- ------ ---------
Net cash provided by (used in) financing
activities....................................... 4,880 (38) 416,867
------- ------ ---------
Net increase (decrease) in cash and cash
equivalents...................................... (3,053) 1,471 (6,572)
Cash and cash equivalents, at beginning of year.... 9,759 6,706 8,177
------- ------ ---------
Cash and cash equivalents, at end of year.......... $ 6,706 $8,177 $ 1,605
======= ====== =========
</TABLE>
F-430
<PAGE> 575
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998* 1999
------------ -----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................. $ 14,284 $ 31,345
Receivables:
Trade, less allowance of $670,000 and $611,000 for
possible losses........................................ 15,760 18,410
Affiliates............................................. 2,322 3,200
Other assets.............................................. 16,779 22,457
Property, plant and equipment, less accumulated
depreciation and amortization of $320,209,000 and
$332,868,000........................................... 505,894 519,967
Franchise cost, less accumulated amortization of
$226,526,000 and $239,137,000.......................... 397,727 387,458
Goodwill, less accumulated amortization of $25,646,000 and
$28,259,000............................................ 135,308 132,940
Customer lists and other intangible costs, less
accumulated amortization of $59,422,000 and
$78,233,000............................................ 333,017 314,148
Deferred loan costs, less accumulated amortization of
$2,014,000 and $2,582,000.............................. 24,331 23,763
---------- ----------
$1,445,422 $1,453,688
========== ==========
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES:
Notes payable............................................. $1,611,353 $1,643,447
Accounts payable.......................................... 10,341 5,979
Accrued expenses.......................................... 83,077 92,594
Customer deposits and prepayments......................... 2,257 2,452
Deferred income taxes..................................... 8,664 7,428
Minority interest......................................... 403 395
---------- ----------
TOTAL LIABILITIES........................................... 1,716,095 1,752,295
---------- ----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PARTNERS' EQUITY................................. 133,023 180,228
---------- ----------
PARTNERS' EQUITY (DEFICIT):
General partner........................................... (408,369) (483,238)
Limited partners.......................................... 4,673 4,403
---------- ----------
TOTAL PARTNERS' DEFICIT..................................... (403,696) (478,835)
---------- ----------
$1,445,422 $1,453,688
========== ==========
</TABLE>
- ---------------
*As presented in the audited financial statements.
See accompanying notes to condensed consolidated financial statements.
F-431
<PAGE> 576
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1998 1999
--------- ---------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
REVENUES.................................................... $ 64,557 $105,809
-------- --------
OPERATING COSTS AND EXPENSES:
Programming costs......................................... 12,648 22,986
Service costs............................................. 6,917 13,814
General and administrative expenses....................... 11,678 21,010
Depreciation and amortization............................. 31,079 54,426
-------- --------
Total operating costs and expenses................ 62,322 112,236
-------- --------
Operating income (loss)........................... 2,235 (6,427)
OTHER INCOME (EXPENSE):
Interest expense, net..................................... (20,487) (32,445)
Equity in net loss of investee partnerships............... (248) (110)
Other income (expense), net............................... (774) 10,848
Income tax benefit........................................ 365 1,134
-------- --------
NET LOSS.................................................... $(18,909) $(27,000)
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
F-432
<PAGE> 577
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1998 1999
--------- ---------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Net cash provided by operating activities................... $ 2,729 $ 29,429
-------- --------
Cash flows from investing activities:
Acquisition of cable television systems................... (76,789) (16,376)
Capital expenditures...................................... (18,021) (17,818)
Increase in intangible assets............................. (550) (1,096)
Other..................................................... 42 (2,449)
-------- --------
Net cash used in investing activities.................. (95,318) (37,739)
-------- --------
Cash flows from financing activities:
Borrowings from notes payable............................. 96,472 40,000
Repayment of debt......................................... (6,638) (14,621)
Other..................................................... -- (8)
-------- --------
Net cash provided by financing activities.............. 89,834 25,371
-------- --------
Net increase (decrease) in cash and cash equivalents........ (2,755) 17,061
Cash and cash equivalents at beginning of period............ 13,917 14,284
-------- --------
Cash and cash equivalents at end of period.................. $ 11,162 $ 31,345
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
F-433
<PAGE> 578
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- BASIS OF PRESENTATION
Falcon Communications, L.P., a California limited partnership (the
"Partnership") and successor to Falcon Holding Group, L.P. ("FHGLP"), owns and
operates cable television systems serving small to medium-sized communities and
the suburbs of certain cities in 23 states. On September 30, 1998, pursuant to a
Contribution and Purchase Agreement dated as of December 30, 1997, as amended
(the "Contribution Agreement"), FHGLP acquired the assets and liabilities of
Falcon Video Communications, L.P. ("Falcon Video" or the "Falcon Video
systems"), in exchange for ownership interests in FHGLP. Simultaneously with the
closing of that transaction, in accordance with the Contribution Agreement,
FHGLP contributed substantially all of the existing cable television system
operations owned by FHGLP and its subsidiaries (including the Falcon Video
systems) to the Partnership and TCI Falcon Holdings, LLC ("TCI") contributed
certain cable television systems owned and operated by affiliates of TCI (the
"TCI systems") to the Partnership (the "TCI Transaction"). As a result, TCI
holds approximately 46% of the equity interests of the Partnership and FHGLP
holds the remaining 54% and serves as the managing general partner of the
Partnership. The TCI Transaction is being accounted for as a recapitalization of
FHGLP into the Partnership and the concurrent acquisition by the Partnership of
the TCI systems.
NOTE 2 -- INTERIM FINANCIAL STATEMENTS
The interim financial statements for the three months ended March 31, 1999
and 1998 are unaudited. These condensed interim financial statements should be
read in conjunction with the audited financial statements and notes thereto
included in the Partnership's latest Annual Report on Form 10-K. In the opinion
of management, such statements reflect all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the results
of such periods. The results of operations for the three months ended March 31,
1999 are not indicative of results for the entire year.
NOTE 3 -- ACQUISITIONS
In March 1998, the Partnership acquired substantially all of the assets of
Falcon Classic Cable Income Properties, L.P. As discussed in Note 1, on
September 30, 1998 the Partnership acquired the TCI systems and the Falcon Video
systems in accordance with the Contribution Agreement. The following unaudited
condensed consolidated pro forma statement of operations presents the
consolidated results of operations of the Partnership as if the acquisitions had
occurred at January 1, 1998 and is not necessarily indicative of what would have
occurred had the acquisitions been made as of that date or of results which may
occur in the future.
<TABLE>
<CAPTION>
THREE
MONTHS ENDED
MARCH 31, 1998
--------------
(DOLLARS IN THOUSANDS)
<S> <C>
Revenues...................................... $ 105,547
Expenses...................................... (111,268)
---------
Operating loss.............................. (5,721)
Interest and other expenses................... (31,345)
---------
Net loss...................................... $ (37,066)
=========
</TABLE>
F-434
<PAGE> 579
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In January 1999, the Partnership acquired the assets of certain cable
systems located in Oregon for $800,700. The acquired systems serve approximately
591 customers, and are being operated as part of the Medford region. On March
15, 1999, the Partnership acquired the assets of certain cable systems located
in Utah for $6.8 million. This system serves approximately 7,928 customers and
is being operated as part of the Saint George region. On March 22, 1999, the
Partnership acquired the assets of the Franklin, Virginia system in exchange for
the assets of its Scottsburg, Indiana systems and $8 million in cash and
recognized a gain of $8.3 million. The Franklin system serves approximately
9,042 customers and the Scottsburg systems served approximately 4,507 customers.
The effects of this transaction on results of operations are not material.
NOTE 4 -- RECENT DEVELOPMENTS
CHARTER TRANSACTION
On May 26, 1999, the Partnership and Charter Communications ("Charter")
announced a definitive agreement in which Charter will acquire the Partnership
in a cash and stock transaction valued at approximately $3.6 billion. Closing of
the acquisition is subject to obtaining all necessary government approvals, and
is anticipated to take place in the fourth quarter of 1999.
@HOME SOLUTIONS
On April 8, 1999, the Partnership announced that it had executed a term
sheet with regard to a joint venture to be formed called @Home Solutions. The
co-venturers will be @Home Corporation, 3Com, Cisco Systems, Inc. and Motorola,
Inc. @Home Solutions will offer turnkey, fully managed and comprehensive high
speed Internet access to cable operators serving small to medium-sized
communities, including the Partnership.
Subsequent to March 31, 1999 and in connection with its interest in @Home
Solutions, the Partnership also announced that @Home Solutions and @Home will
have access to approximately 1.2 million of the Partnership's homes passed for
high-speed Internet access services.
The Partnership will, subject to certain conditions being met, receive a
convertible note from @Home Solutions with respect to the pending investment of
$5 million in the joint venture. The convertible note will mature in six years,
have a yield to maturity of 7% and be convertible into the common stock of @Home
Solutions in years three through six.
Subsequent to March 31, 1999 and in connection with the Charter
transaction, the Partnership withdrew from the @Home Solutions joint venture and
reimbursed @Home Solutions $500,000 for costs incurred.
AT&T AND TCI MERGER
In March 1999, AT&T and Tele-Communications, Inc. completed a merger under
which Tele-Communications, Inc. became a unit of AT&T called AT&T Broadband &
Internet Services. The unit will continue to be headquartered in the Denver
area. Leo J. Hindery, Jr., who had been president of Tele-Communications, Inc.
since January 1997, was named President and Chief Executive Officer of AT&T
Broadband & Internet Services, which became the owner of TCI Falcon Holdings,
LLC as a result of the merger.
F-435
<PAGE> 580
FALCON COMMUNICATIONS, L.P.
(SUCCESSOR TO FALCON HOLDING GROUP, L.P.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5 -- SALE OF SYSTEMS
On March 1, 1999, the Partnership contributed $2.4 million cash and certain
systems located in Oregon with a net book value of $5.6 million to a joint
venture with Bend Cable Communications, Inc., who manages the joint venture. The
Partnership owns 17% of the joint venture. These systems had been acquired from
Falcon Classic in March 1998, and served approximately 3,471 subscribers at
March 1, 1999. On March 26, 1999, the Partnership sold certain systems serving
approximately 2,550 subscribers in Kansas for $3.2 million and recognized a gain
of $2.5 million.
F-436
<PAGE> 581
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Tele-Communications, Inc.:
We have audited the accompanying combined balance sheets of the TCI Falcon
Systems (as defined in Note 1 to the combined financial statements) as of
September 30, 1998 and December 31, 1997, and the related combined statements of
operations and parent's investment, and cash flows for the nine-month period
ended September 30, 1998 and for each of the years in the two-year period ended
December 31, 1997. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the TCI Falcon
Systems as of September 30, 1998 and December 31, 1997, and the results of their
operations and their cash flows for the nine-month period ended September 30,
1998 and for each of the years in the two-year period ended December 31, 1997,
in conformity with generally accepted accounting principles.
/s/ KPMG LLP
Denver, Colorado
June 21, 1999
F-437
<PAGE> 582
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
ASSETS
Trade and other receivables, net............................ $ 2,452 $ 4,665
Property and equipment, at cost:
Land...................................................... 1,289 1,232
Distribution systems...................................... 151,017 137,767
Support equipment and buildings........................... 20,687 18,354
-------- --------
172,993 157,353
Less accumulated depreciation............................. 80,404 69,857
-------- --------
92,589 87,496
-------- --------
Franchise costs............................................. 399,258 393,540
Less accumulated amortization............................. 70,045 62,849
-------- --------
329,213 330,691
-------- --------
Other assets, net of accumulated amortization............... 630 714
-------- --------
$424,884 $423,566
======== ========
LIABILITIES AND PARENT'S INVESTMENT
Accounts payable............................................ $ 729 $ 350
Accrued expenses............................................ 5,267 3,487
Deferred income taxes (note 4).............................. 124,586 121,183
-------- --------
Total liabilities................................. 130,582 125,020
Parent's investment (note 5)................................ 294,302 298,546
-------- --------
Commitments and contingencies (note 6)...................... $424,884 $423,566
======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-438
<PAGE> 583
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
COMBINED STATEMENTS OF OPERATIONS AND PARENT'S INVESTMENT
<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, --------------------
1998 1997 1996
--------------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Revenue.............................................. $ 86,476 $113,897 $102,155
Operating costs and expenses:
Operating (note 5)................................. 31,154 39,392 33,521
Selling, general and administrative................ 17,234 19,687 21,695
Administrative fees (note 5)....................... 2,853 5,034 5,768
Depreciation....................................... 10,317 12,724 12,077
Amortization....................................... 7,440 9,785 8,184
-------- -------- --------
68,998 86,622 81,245
-------- -------- --------
Operating income................................ 17,478 27,275 20,910
Other income (expense):
Intercompany interest expense (note 5)............. (4,343) (5,832) (4,701)
Other, net......................................... 28 (84) (44)
-------- -------- --------
(4,315) (5,916) (4,745)
-------- -------- --------
Earnings before income taxes.................... 13,163 21,359 16,165
Income tax expense................................... (5,228) (8,808) (6,239)
-------- -------- --------
Net earnings.................................... 7,935 12,551 9,926
Parent's investment:
Beginning of period................................ 298,546 319,520 262,752
Change in due to Tele-Communications, Inc. ("TCI")
(note 5)........................................ (12,179) (33,525) 46,842
-------- -------- --------
End of period...................................... $294,302 $298,546 $319,520
======== ======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-439
<PAGE> 584
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, --------------------
1998 1997 1996
--------------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings....................................... $ 7,935 $ 12,551 $ 9,926
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization................... 17,757 22,509 20,261
Deferred income tax expense..................... 3,403 7,181 4,533
Changes in operating assets and liabilities, net
of effects of acquisitions:
Change in receivables......................... 2,213 (1,644) (55)
Change in other assets........................ 84 (125) (248)
Change in accounts payable and accrued
expenses................................... 2,159 418 (473)
-------- -------- --------
Net cash provided by operating
activities............................... 33,551 40,890 33,944
-------- -------- --------
Cash flows from investing activities:
Capital expended for property and equipment........ (13,540) (7,586) (13,278)
Cash paid for acquisitions......................... -- -- (68,240)
Other investing activities......................... (809) 221 732
-------- -------- --------
Net cash used in investing activities...... (14,349) (7,365) (80,786)
-------- -------- --------
Cash flows from financing activities:
Change in due to TCI............................... (19,202) (33,525) 46,842
-------- -------- --------
Net cash provided by (used in) financing
activities............................... (19,202) (33,525) 46,842
-------- -------- --------
Net change in cash......................... -- -- --
Cash:
Beginning of period...................... -- -- --
-------- -------- --------
End of period............................ $ -- $ -- $ --
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest........... $ 4,343 $ 5,832 $ 4,701
======== ======== ========
Cash paid during the period for income taxes....... $ -- $ 140 $ 86
======== ======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-440
<PAGE> 585
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1998 TO SEPTEMBER 30, 1998,
AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(1) BASIS OF PRESENTATION
The combined financial statements include the accounts of thirteen of TCI's
cable television systems serving certain subscribers within Oregon, Washington,
Alabama, Missouri and California (collectively, the "TCI Falcon Systems"). This
combination was created in connection with the Partnership formation discussed
below. The TCI Falcon Systems were indirectly wholly-owned by TCI in all periods
presented herein up to the date of the Contribution, as defined below. All
significant inter-entity accounts and transactions have been eliminated in
combination. The combined net assets of the TCI Falcon Systems including amounts
due to TCI are referred to as "Parent's Investment".
TCI's ownership interests in the TCI Falcon Systems, as described above,
were acquired through transactions wherein TCI acquired various larger cable
entities (the "Original Systems"). The TCI Falcon System's combined financial
statements include an allocation of the purchase price and certain purchase
accounting adjustments, including the related deferred tax effects, from TCI's
acquisition of the Original Systems. Such allocation and the related franchise
cost amortization was based on the relative fair market value of the systems
acquired. In addition, certain costs of TCI are charged to the TCI Falcon
Systems based on their number of customers (see note 5). Although such
allocations are not necessarily indicative of the costs that would have been
incurred by the TCI Falcon Systems on a stand alone basis, management believes
that the resulting allocated amounts are reasonable.
Partnership Formation
On September 30, 1998, TCI and Falcon Holding Group, LP ("Falcon") closed a
transaction under a Contribution and Purchase Agreement (the "Contribution"),
whereby TCI contributed the TCI Falcon Systems to a newly formed partnership
(the "Partnership") between TCI and Falcon in exchange for an approximate 46%
ownership interest in the Partnership. The accompanying combined financial
statements reflect the position, results of operations and cash flows of the TCI
Falcon Systems immediately prior to the Contribution, and, therefore, do not
include the effects of such Contribution.
(2) ACQUISITION
On January 1, 1998, a subsidiary of TCI acquired certain cable television
assets in and around Ellensburg, WA from King Videocable Company. On the same
date, these assets were transferred to the TCI Falcon Systems. As a result of
these transactions, the TCI Falcon Systems recorded non-cash increases in
property and equipment of $2,100,000, in franchise costs of $4,923,000, and in
parent's investment of $7,023,000. Assuming the acquisition had occurred on
January 1, 1997, the TCI Falcon Systems' pro forma results of operations would
not have been materially different from the results of operations for the year
ended December 31, 1997.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Receivables
Receivables are reflected net of an allowance for doubtful accounts. Such
allowance at September 30, 1998 and December 31, 1997 was not significant.
F-441
<PAGE> 586
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Property and Equipment
Property and equipment are stated at cost, including acquisition costs
allocated to tangible assets acquired. Construction costs, labor and applicable
overhead related to installations, and interest during construction are
capitalized. During the nine-month period ended September 30, 1998 and for the
years ended December 31, 1997 and 1996, interest capitalized was not
significant.
Depreciation is computed on a straight-line basis using estimated useful
lives of 3 to 15 years for distribution systems and 3 to 40 years for support
equipment and buildings.
Repairs and maintenance are charged to operations, and renewals and
additions are capitalized. At the time of ordinary retirements, sales or other
dispositions of property, the original cost and cost of removal of such property
are charged to accumulated depreciation, and salvage, if any, is credited
thereto. Gains or losses are only recognized in connection with the sales of
properties in their entirety.
Franchise Costs
Franchise costs include the difference between the cost of acquiring cable
television systems and amounts assigned to their tangible assets. Such amounts
are generally amortized on a straight-line basis over 40 years. Costs incurred
by the TCI Falcon Systems in negotiating and renewing franchise agreements are
amortized on a straight-line basis over the life of the franchise, generally 10
to 20 years.
Impairment of Long-Lived Assets
Management periodically reviews the carrying amounts of property, plant and
equipment and its intangible assets to determine whether current events or
circumstances warrant adjustments to such carrying amounts. If an impairment
adjustment is deemed necessary based on an analysis of undiscounted cash flows,
such loss is measured by the amount that the carrying value of such assets
exceeds their fair value. Considerable management judgment is necessary to
estimate the fair value of assets, accordingly, actual results could vary
significantly from such estimates. Assets to be disposed of are carried at the
lower of their financial statement carrying amount or fair value less costs to
sell.
Revenue Recognition
Cable revenue for customer fees, equipment rental, advertising, and
pay-per-view programming is recognized in the period that services are
delivered. Installation revenue is recognized in the period the installation
services are provided to the extent of direct selling costs. Any remaining
amount is deferred and recognized over the estimated average period that
customers are expected to remain connected to the cable television system.
Combined Statements of Cash Flows
Transactions effected through the intercompany account with TCI (except for
the acquisition and dividend discussed in notes 2 and 5, respectively) have been
considered constructive cash receipts and payments for purposes of the combined
statements of cash flows.
F-442
<PAGE> 587
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Estimates
The preparation of combined 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 at
the date of the combined financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Reclassifications
Certain prior year amounts have been reclassified for comparability with
the 1998 presentation.
(4) INCOME TAXES
The TCI Falcon Systems were included in the consolidated federal income tax
return of TCI. Income tax expense for the TCI Falcon Systems is based on those
items in the consolidated calculation applicable to the TCI Falcon Systems.
Intercompany tax allocation represents an apportionment of tax expense or
benefit (other than deferred taxes) among subsidiaries of TCI in relation to
their respective amounts of taxable earnings or losses. The payable or
receivable arising from the intercompany tax allocation is recorded as an
increase or decrease in amounts due to TCI. Deferred income taxes are based on
the book and tax basis differences of the assets and liabilities within the TCI
Falcon Systems. The income tax amounts included in the accompanying combined
financial statements approximate the amounts that would have been reported if
the TCI Falcon Systems had filed a separate income tax return.
Income tax expense for the nine-month period ended September 30, 1998 and
for the years ended December 31, 1997 and 1996 consists of:
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Nine-month period ended September 30, 1998:
Intercompany allocation........................... $(1,825) $ -- $(1,825)
Federal........................................... -- (2,778) (2,778)
State and local................................... -- (625) (625)
------- ------- -------
$(1,825) $(3,403) $(5,228)
======= ======= =======
Year ended December 31, 1997:
Intercompany allocation........................... $(1,487) $ -- $(1,487)
Federal........................................... -- (5,862) (5,862)
State and local................................... (140) (1,319) (1,459)
------- ------- -------
$(1,627) $(7,181) $(8,808)
======= ======= =======
Year ended December 31, 1996:
Intercompany allocation........................... $(1,620) $ -- $(1,620)
Federal........................................... -- (4,032) (4,032)
State and local................................... (86) (501) (587)
------- ------- -------
$(1,706) $(4,533) $(6,239)
======= ======= =======
</TABLE>
F-443
<PAGE> 588
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Income tax expense differs from the amounts computed by applying the
federal income tax rate of 35% as a result of the following:
<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, ------------------
1998 1997 1996
--------------- ------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Computed "expected" tax expense................ $(4,607) $(7,476) $(5,658)
Amortization not deductible for tax purposes... (198) (265) (178)
State and local income taxes, net of federal
income tax benefit........................... (406) (948) (382)
Other.......................................... (17) (119) (21)
------- ------- -------
$(5,228) $(8,808) $(6,239)
======= ======= =======
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset and deferred tax liabilities at September 30,
1998 and December 31, 1997 are presented below:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Deferred tax asset -- principally due to non-
deductible accruals........................... $ 146 $ 128
-------- --------
Deferred tax liabilities:
Property and equipment, principally due to
differences in depreciation................ 24,246 20,985
Franchise costs, principally due to
differences in amortization and initial
basis...................................... 100,486 100,326
-------- --------
Total gross deferred tax
liabilities......................... 124,732 121,311
-------- --------
Net deferred tax liability............ $124,586 $121,183
======== ========
</TABLE>
(5) PARENT'S INVESTMENT
Parent's investment in the TCI Falcon Systems at September 30, 1998 and
December 31, 1997 is summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
Due to TCI...................................... $ 642,228 $224,668
Retained earnings (deficit)..................... (347,926) 73,878
--------- --------
$ 294,302 $298,546
========= ========
</TABLE>
The amount due to TCI represents advances for operations, acquisitions and
construction costs, as well as, the amounts owed as a result of the allocation
of certain costs from TCI. TCI charges intercompany interest expense at variable
rates to cable systems within the TCI Falcon Systems based upon amounts due to
TCI from the cable systems. Such amounts are due on demand.
F-444
<PAGE> 589
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
On August 15, 1998, TCI caused the TCI Falcon Systems to effect
distributions from the TCI Falcon Systems to TCI aggregating $429,739,000 (the
"Dividend"). The Dividend resulted in a non-cash increase to the intercompany
amounts owed to TCI and a corresponding non-cash decrease to retained earnings.
As a result of TCI's ownership of 100% of the TCI Falcon Systems prior to
the Contribution, the amounts due to TCI have been classified as a component of
parent's investment in the accompanying combined financial statements.
The TCI Falcon Systems purchase, at TCI's cost, substantially all of their
pay television and other programming from affiliates of TCI. Charges for such
programming were $21,479,000, $25,500,000 and $20,248,000 for the nine months
ended September 30, 1998 and the years ended December 31, 1997 and 1996,
respectively, and are included in operating expenses in the accompanying
combined financial statements.
Certain subsidiaries of TCI provide administrative services to the TCI
Falcon Systems and have assumed managerial responsibility of the TCI Falcon
Systems' cable television system operations and construction. As compensation
for these services, the TCI Falcon Systems pay a monthly fee calculated on a
per-customer basis.
The intercompany advances and expense allocation activity in amounts due to
TCI consists of the following:
<TABLE>
<CAPTION>
JANUARY 1, 1998 YEARS ENDED
THROUGH DECEMBER 31,
SEPTEMBER 30, --------------------
1998 1997 1996
--------------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Beginning of period.......................... $224,668 $258,193 $211,351
Transfer of cable system acquisition
purchase price.......................... 7,023 -- 68,240
Programming charges........................ 21,479 25,500 20,248
Administrative fees........................ 2,853 5,034 5,768
Intercompany interest expense.............. 4,343 5,832 4,701
Tax allocations............................ 1,825 1,487 1,620
Distribution to TCI........................ 429,739 -- --
Cash transfer.............................. (49,702) (71,378) (53,735)
-------- -------- --------
End of period................................ $642,228 $224,668 $258,193
======== ======== ========
</TABLE>
(6) COMMITMENTS AND CONTINGENCIES
The Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act") imposed certain rate regulations on the cable television
industry. Under the 1992 Cable Act, all cable systems are subject to rate
regulation, unless they face "effective competition," as defined by the 1992
Cable Act and expanded in the Telecommunications Act of 1996 (the "1996 Act"),
in their local franchise area.
Although the Federal Communications Commission (the "FCC") has established
regulations required by the 1992 Cable Act, local government units (commonly
referred to as local franchising authorities) are primarily responsible for
administering the regulation of a cable system's basic service tier ("BST"). The
FCC itself directly administered rate regulation of any
F-445
<PAGE> 590
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
cable programming service tier ("CPST"). The FCC's authority to regulate CPST
rates expired on March 31, 1999. The FCC has taken the position that it will
still adjudicate CPST complaints filed after this sunset date (but no later than
180 days after the last CPST rate increase imposed prior to March 31, 1999), and
will strictly limit its review (and possible refund orders) to the time period
predating the sunset date.
Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price structure that allows for the recovery
of inflation and certain increased costs, as well as providing some incentive
for expanding channel carriage. Operators also have the opportunity to bypass
this "benchmark" regulatory structure in favor of the traditional "cost-of-
service" regulation in cases where the latter methodology appears favorable.
Premium cable services offered on a per-channel or per-program basis remain
unregulated, as do affirmatively marketed packages consisting entirely of new
programming product.
The management of the TCI Falcon Systems believes that it has complied in
all material respects with the provisions of the 1992 Cable Act and the 1996
Act, including its rate setting provisions. If, as a result of the review
process, a system cannot substantiate its rates, it could be required to
retroactively reduce its rates to the appropriate benchmark and refund the
excess portion of rates received. Any refunds of the excess portion of CPST
rates would be retroactive to the date of complaint. Any refunds of the excess
portion of BST or equipment rates would be retroactive to one year prior to the
implementation of the rate reductions.
Certain plaintiffs have filed or threatened separate class action
complaints against certain of the systems of TCI Falcon Systems, alleging that
the systems' practice of assessing an administrative fee to customers whose
payments are delinquent constitutes an invalid liquidated damage provision, a
breach of contract, and violates local consumer protection statutes. Plaintiffs
seek recovery of all late fees paid to the subject systems as a class purporting
to consist of all customers who were assessed such fees during the applicable
limitation period, plus attorney fees and costs.
The TCI Falcon Systems have contingent liabilities related to legal
proceedings and other matters arising in the ordinary course of business.
Although it is possible the TCI Falcon Systems may incur losses upon conclusion
of the matters referred to above, an estimate of any loss or range of loss
cannot presently be made. Based upon the facts available, management believes
that, although no assurance can be given as to the outcome of these actions, the
ultimate disposition should not have a material adverse effect upon the combined
financial condition of the TCI Falcon Systems.
The TCI Falcon Systems lease business offices, have entered into pole
rental agreements and use certain equipment under lease arrangements. Rental
expense under such arrangements amounted to $1,268,000, $1,868,000 and
$1,370,000 for the nine-month period ended September 30, 1998, and the years
ended December 31, 1997 and 1996, respectively.
F-446
<PAGE> 591
TCI FALCON SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Future minimum lease payments under noncancellable operating leases for
each of the next five years are summarized as follows (amounts in thousands):
<TABLE>
<CAPTION>
YEARS ENDING
SEPTEMBER 30,
- -------------
<S> <C>
1999........................................................ $ 762
2000........................................................ 667
2001........................................................ 533
2002........................................................ 469
2003........................................................ 414
Thereafter.................................................. 2,768
------
$5,613
======
</TABLE>
TCI formed a year 2000 Program Management Office (the "PMO") to organize
and manage its year 2000 remediation efforts. The PMO is responsible for
overseeing, coordinating and reporting on TCI's year 2000 remediation efforts,
including the year 2000 remediation efforts of the TCI Falcon Systems prior to
the Contribution. Subsequent to the date of the Contribution, the year 2000
remediation efforts of the TCI Falcon Systems are no longer the responsibility
of TCI or the PMO.
The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. There can be
no assurance that the TCI Falcon Systems or the systems of other companies on
which the TCI Falcon Systems relies will be converted in time or that any such
failure to convert by the TCI Falcon Systems or other companies will not have a
material adverse effect on its financial position, results of operations or cash
flows.
F-447
<PAGE> 592
REPORT OF INDEPENDENT AUDITORS
The Management Committee
TWFanch-one Co. and TWFanch-two Co.
We have audited the accompanying combined balance sheets of Fanch Cable
Systems (comprised of components of TWFanch-one Co. and TWFanch-two Co.), as of
December 31, 1998 and 1997, and the related combined statements of operations,
net assets and cash flows for the years then ended. These financial statements
are the responsibility of Fanch Cable System's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Fanch Cable Systems
at December 31, 1998 and 1997, and the combined results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.
March 11, 1999
except for Notes 1 and 8, as to which the dates are
May 12, 1999 and June 22, 1999, respectively
F-448
<PAGE> 593
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ -- $ --
Accounts receivable, less allowance for doubtful accounts
of $406,230 and $412,119 in 1998 and 1997,
respectively........................................... 2,681,911 2,573,619
Prepaid expenses and other current assets................. 1,546,251 790,034
------------ ------------
Total current assets........................................ 4,228,162 3,363,653
Property, plant and equipment:
Transmission and distribution systems and related
equipment.............................................. 170,156,150 141,800,640
Furniture and equipment................................... 7,308,581 5,553,886
------------ ------------
177,464,731 147,354,526
Less accumulated depreciation............................. (34,878,712) (19,011,830)
------------ ------------
Net property, plant and equipment........................... 142,586,019 128,342,696
Goodwill, net of accumulated amortization of $63,029,579 and
$46,771,501, in 1998 and 1997, respectively............... 266,776,690 282,543,281
Subscriber lists, net of accumulated amortization of
$15,023,945 and $8,900,365, in 1998 and 1997,
respectively.............................................. 17,615,055 23,738,635
Other intangible assets, net of accumulated amortization of
$2,723,918 and $1,586,203, in 1998 and 1997,
respectively.............................................. 2,717,486 4,237,237
Other assets................................................ 1,050,815 50,315
------------ ------------
Total assets................................................ $434,974,227 $442,275,817
============ ============
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable and other accrued liabilities............ $ 11,755,752 $ 9,685,993
Subscriber advances and deposits.......................... 1,797,068 1,987,336
Payable to general partner................................ 2,576,625 1,895,456
------------ ------------
Total current liabilities................................... 16,129,445 13,568,785
Net assets.................................................. 418,844,782 428,707,032
------------ ------------
Total liabilities and net assets............................ $434,974,227 $442,275,817
============ ============
</TABLE>
See accompanying notes.
F-449
<PAGE> 594
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Revenues:
Service................................................... $107,881,831 $102,455,766
Installation and other.................................... 16,672,813 15,079,103
------------ ------------
124,554,644 117,534,869
Operating expenses, excluding depreciation and
amortization.............................................. 36,927,860 35,609,829
Selling, general and administrative expenses................ 18,296,290 19,496,885
------------ ------------
55,224,150 55,106,714
Income before other expenses................................ 69,330,494 62,428,155
Other expenses:
Depreciation and amortization............................. 40,918,647 58,089,015
Management fees........................................... 3,170,784 3,012,943
Loss on disposal of assets................................ 6,246,237 2,746,920
Other expense, net........................................ 181,185 128,554
------------ ------------
50,516,853 63,977,432
------------ ------------
Net income (loss)........................................... $ 18,813,641 $ (1,549,277)
============ ============
</TABLE>
See accompanying notes.
F-450
<PAGE> 595
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED STATEMENTS OF NET ASSETS
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
TOTAL
------------
<S> <C>
Net assets at December 31, 1996............................. $471,180,470
Net loss.................................................... (1,549,277)
Net distributions to partners............................... (40,924,161)
------------
Net assets at December 31, 1997............................. 428,707,032
Net income.................................................. 18,813,641
Net distributions to partners............................... (28,675,891)
------------
Net assets at December 31, 1998............................. $418,844,782
============
</TABLE>
See accompanying notes.
F-451
<PAGE> 596
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)........................................... $ 18,813,641 $ (1,549,277)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization............................. 40,918,647 58,089,015
Loss on disposal of assets................................ 6,246,237 2,746,920
Decrease (increase) in accounts receivable, prepaid
expenses and other current assets...................... (864,509) 1,754,581
(Decrease) increase in accounts payable and other accrued
liabilities and subscriber advances and deposits....... 2,560,660 (3,214,781)
------------ ------------
Net cash provided by operating activities................... 67,674,676 57,826,458
INVESTING ACTIVITIES
Purchases of property, plant and equipment.................. (38,114,463) (16,863,419)
Additions to intangible assets.............................. (1,109,951) (466,470)
Proceeds from the disposal of assets........................ 225,629 427,592
------------ ------------
Net cash used in investing activities....................... (38,998,785) (16,902,297)
FINANCING ACTIVITIES
Net distributions to partners............................... (28,675,891) (40,924,161)
------------ ------------
Net cash used in financing activities....................... (28,675,891) (40,924,161)
------------ ------------
Net change in cash and cash equivalents..................... -- --
Cash and cash equivalents at beginning of year.............. -- --
------------ ------------
Cash and cash equivalents at end of year.................... $ -- $ --
============ ============
</TABLE>
See accompanying notes.
F-452
<PAGE> 597
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. BASIS OF PRESENTATION
ACQUISITION BY CHARTER COMMUNICATIONS, INC. AND BASIS OF PRESENTATION
TWFanch-one Co. and TWFanch-two Co. (collectively the "Partnerships"),
both of which are Delaware general partnerships, are affiliated through common
control and management. Pursuant to a purchase agreement, dated May 12, 1999
between certain partners of TWFanch-one Co. and TWFanch-two Co. and Charter
Communications, Inc. ("Charter"), the partners of the Partnerships entered into
a distribution agreement whereby the Partnerships will distribute and/or sell
certain of their cable systems ("Combined Systems") to certain of their
respective partners. These partners will then sell the Combined Systems through
a combination of asset sales and the sale of equity and partnership interests to
Charter. The Combined Systems may have some liabilities related to refunds of
programming launch credits that are due at the date of the acquisition by
Charter. The refund of these credit is contingent upon the acquisition by
Charter occurring and the amount will vary based upon the actual sale date.
Accordingly, these combined financial statements of the Combined Systems
reflect the "carved out" historical financial position, results of operations,
cash flows and changes in net assets of the operations of the Combined Systems
as if they had been operating as a separate company. For purposes of determining
the financial statement amounts of the Combined Systems, management excluded
certain systems (the "Excluded Systems). In order to exclude the results of
operations and financial position of the Excluded Systems from the combined
financial statements, management has estimated certain revenues, expenses,
assets and liabilities that are not specifically identified to systems based on
the ratio of each Excluded System's basic subscribers to the total basic
subscribers served by the respective partnerships. Management believes the basis
used for these allocations is reasonable. The Combined Systems' results of
operations are not necessarily indicative of future operating results or the
results that would have occurred if the Combined Systems were a separate legal
entity.
DESCRIPTION OF BUSINESS
The Combined Systems, operating in various states throughout the United
States, are principally engaged in operating cable television systems and
related activities under non-exclusive franchise agreements.
PRINCIPLES OF COMBINATION
The accompanying combined financial statements include the accounts of the
Combined Systems, as if the Combined Systems were a single company. All material
intercompany balances and transactions have been eliminated.
CASH, INTERCOMPANY ACCOUNTS AND DEBT
Under the Partnerships' centralized cash management system, the cash
requirements of its individual operating units were generally provided directly
by the Partnerships and the cash generated or used by the Combined Systems was
transferred to/from the Partnerships, as appropriate, through the use of
intercompany accounts. The resulting intercompany account balances between the
Partnerships and the Combined Systems are not intended to be settled.
Accordingly, the balances are excluded or included in net assets and all the net
cash generated from/(used in) operations, investing activities and financing
activities has been included in the
F-453
<PAGE> 598
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Combined Systems' net distributions to partners in the combined statements of
cash flows. The Partnerships maintain external debt to fund and manage
operations on a centralized basis. Debt, unamortized loan costs and interest
expense of the Partnerships have not been allocated to the Combined Systems. As
such, the debt, unamortized loan costs, and related interest are not
representative of the debt that would be required or interest expense incurred
if the Combined Systems were a separate legal entity.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PROPERTY, PLANT AND EQUIPMENT
The Combined Systems record additions to property, plant and equipment at
cost, which in the case of assets constructed includes amounts for material,
labor and overhead. Maintenance and repairs are charged to expense as incurred.
For financial reporting purposes, the Combined Systems use 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 3 to 20 years
equipment...............................................
Furniture and equipment................................... 4 to 8 1/2 years
</TABLE>
INCOME TAXES
The Partnerships as entities pay no income taxes, except for an immaterial
amount in Michigan. No provision or benefit for income taxes is reported by any
of the Combined Systems because the Combined Systems are currently owned by
various partnerships and, as such, the tax effects of the Combined Systems'
results of operations accrue to the partners.
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 amounts reported in the financial statements and
disclosures made in the accompanying notes to the financial statements. Actual
results could differ from those estimates.
REVENUE RECOGNITION
The Combined Systems recognize revenue when services have been delivered.
Revenues on long-term contracts are recognized over the term of the contract
using the straight-line method.
INTANGIBLES
Intangibles are recorded at cost and are amortized on a straight-line basis
over their estimated useful lives. The estimated useful lives are as follows:
<TABLE>
<CAPTION>
LIVES
-----
<S> <C>
Goodwill........................................... 20 years (10 in 1997)
Subscriber list.................................... 5 years
Other, including franchise costs................... 4 -- 10 years
</TABLE>
The estimated useful life of goodwill was changed from 10 years in 1997 to
20 years effective January 1, 1998 to better match the amortization period to
anticipated economic lives of
F-454
<PAGE> 599
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
the franchises and to better reflect industry practice. This change in estimate
resulted in an increase in net income of approximately $20 million for the year
ended December 31, 1998.
Amortization expense was $23,519,373 and $43,094,595 for the years ended
December 31, 1998 and 1997, respectively.
3. DISPOSAL OF ASSETS
During 1998 and 1997, a loss on disposal of assets was recognized on plant
that was replaced to technically upgrade the system and for other operational
purposes. The loss on the disposal of assets is summarized as follows:
<TABLE>
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
Cost.................................................... $ 8,004,258 $3,467,785
Accumulated depreciation................................ (1,532,392) (293,273)
Proceeds................................................ (225,629) (427,592)
----------- ----------
Loss on disposal........................................ $ 6,246,237 $2,746,920
=========== ==========
</TABLE>
4. PURCHASE AND SALE OF SYSTEMS
On March 30, 1997, the Combined Systems acquired cable television systems,
including plant, franchise license and business license, serving communities in
the states of Pennsylvania and Virginia. The purchase price was $1,400,000, of
which $765,000 was allocated to property, plant and equipment and $635,000 was
allocated to intangible assets.
Concurrent with the purchase of the systems in Pennsylvania on March 30,
1997, the Combined Systems sold certain of these assets, including plant,
franchise and business license, for $340,000. No gain or loss on this
transaction was recorded.
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.
5. RELATED PARTIES
The Partnerships have entered into a management agreement with an entity
(the "Manager") whose sole stockholder is affiliated with several of the
Partnerships' general partners. The Partnerships also entered into a management
agreement with another of the Partnerships' general partners (the "General
Partner"). The agreements provide that the Manager and General Partner will
manage their respective systems and receive annual compensation equal to 2.5% of
the gross revenues from operations for their respective systems. Management fees
for the years ended December 31, 1998 and 1997 were $3,170,784 and $3,012,943,
respectively.
A company affiliated with the Manager provides subscriber billing services
for a portion of the Combined Systems' subscribers. The Combined Systems
incurred fees for monthly billing and related services in the approximate
amounts of $308,943 and $307,368 for the years ended December 31, 1998 and 1997,
respectively.
F-455
<PAGE> 600
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The Combined Systems purchase the majority of its programming through the
Partnerships' General Partner. Fees incurred for programming were approximately
$24,600,000 and $22,200,000 for the years ended December 31, 1998 and 1997,
respectively.
The Manager and General Partner pay amounts on behalf of and receive
amounts from the Combined Systems in the ordinary course of business. Accounts
receivable and payable of the Combined Systems include amounts due from and due
to the Manager and General Partner.
6. COMMITMENTS
The Combined Systems, as an integral part of its cable operations, has
entered into lease contracts for certain items including tower rental, microwave
service and office space. Rent expense, including office, tower and pole rent,
for the years ended December 31, 1998 and 1997 was approximately $2,326,328 and
$2,154,961, respectively. The majority of these agreements are on month-to-month
arrangements and, accordingly, the Combined Systems has no material future
minimum commitments related to these leases.
7. EMPLOYEE BENEFIT PLAN
TWFanch-one Co. and TWFanch-two Co. each have a defined contribution plan
(the Plan) which qualifies under section 401(k) of the Internal Revenue Code.
Therefore, each system of the Combined Systems participates in the respective
plan. Combined Systems contributions were approximately $342,067 and $288,493
for the years ended December 31, 1998 and 1997, respectively.
8. SUBSEQUENT EVENTS
On July 8, 1998, the Combined Systems entered into an Asset Purchase
Agreement to acquire cable television systems, including plant, franchise
license and business license, serving communities in the states of Maryland,
Ohio and West Virginia. The purchase price was $248,000,000, subject to purchase
price adjustments. The transaction was completed and the assets were transferred
to the Combined Systems on February 24, 1999.
On June 12, 1998, the Combined Systems entered into an agreement to acquire
cable television systems, including plant, franchise licenses, and business
licenses serving communities in the state of Michigan. The purchase price was
$42,000,000, subject to purchase price adjustments. In connection with the
agreement, the Combined Systems received an additional $8.76 million in capital
contributions. The agreement was completed and the assets were transferred to
the Combined Systems on February 1, 1999.
On January 15, 1999 the Combined Systems entered into an agreement to
acquire cable television systems, including plant, franchise licenses, and
business licenses serving communities in the state of Michigan from a related
party. The purchase price was $70 million, subject to purchase price
adjustments. The agreement was completed and the assets were transferred to the
Combined Systems on March 31, 1999. In connection with the agreement, the
Combined Systems received an additional $25 million in capital contributions
under a new TWFanch-two partnership agreement.
On May 12, 1999, the Combined Systems entered into an agreement to acquire
the stock of ARH, Ltd. ARH, Ltd. is engaged in the business of owning and
operating cable television systems in Texas and West Virginia. The purchase
price was $50,000,000 subject to purchase price
F-456
<PAGE> 601
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
adjustments. The transaction was completed and the assets were transferred to
the Combined Systems on June 22, 1999.
Unaudited pro forma operating results as though the acquisitions discussed
above had occurred on January 1, 1998, with adjustments to give effect to
amortization of franchises and certain other adjustments for the year ended
December 31, 1998 is as follows:
<TABLE>
<S> <C>
Revenues.................................................... $197,803,975
Income from operations...................................... $107,053,905
Net income.................................................. $ 32,130,293
</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 these
transactions been complete as of the assumed date or which may be obtained in
the future.
9. YEAR 2000 (UNAUDITED)
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Combined
Systems' computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.
Based on recent assessments, the Combined Systems determined that it will
be required to modify or replace portions of its software and certain hardware
so that those systems will properly utilize dates beyond December 31, 1999. The
Combined Systems presently believe that with modifications or replacements of
existing software and certain hardware, the Year 2000 issue can be mitigated.
However, if such modifications and replacements are not made, or are not
completed timely, the Year 2000 issue could have a material impact on the
operations of the Combined Systems. The Combined Systems believe any cost for
the necessary modification or replacement will not be material to the Combined
Systems' operations.
The Combined Systems have queried its significant suppliers and
subcontractors that do not share information systems with the Combined Systems
(external agents). To date, the Combined Systems are aware of external agents
with Year 2000 issues that would materially impact the Combined Systems' results
of operations, liquidity or capital resources, if these issues are not
addressed. Such agents have represented that they are in the process of
addressing these issues and expect to have these issues materially resolved by
December 31, 1999. However, the Combined Systems have no means of ensuring that
external agents will be Year 2000 ready. The inability of external agents to
complete their Year 2000 resolution process in a timely fashion could materially
impact the Combined Systems. The effect of noncompliance by external agents is
not determinable.
Management of the Combined Systems believes it has an effective program in
place to resolve material Year 2000 issues in a timely manner. The Combined
Systems have contingency plans for certain critical applications and are working
on such plans for others.
F-457
<PAGE> 602
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:............................................. $ -- $ --
Accounts receivable, less allowance for doubtful accounts
of $516,509 and $406,230 in 1999 and 1998,
respectively........................................... 6,502,923 2,681,911
Prepaid expenses and other current assets................. 2,430,740 1,546,251
------------ ------------
Total current assets........................................ 8,933,663 4,228,162
Property, plant and equipment:
Transmission and distribution systems and related
equipment.............................................. 242,285,294 170,156,150
Furniture and equipment................................... 7,758,297 7,308,581
------------ ------------
250,043,591 177,464,731
Less accumulated depreciation............................. (39,915,937) (34,878,712)
------------ ------------
Net property, plant and equipment........................... 210,127,654 142,586,019
Intangible assets, net of accumulated amortization of
$88,231,942 and $80,777,442 in 1999 and 1998,
respectively.............................................. 568,072,920 287,109,231
Other assets................................................ 53,760 1,050,815
------------ ------------
Total assets................................................ $787,187,997 $434,974,227
============ ============
LIABILITIES AND NET ASSETS
Current liabilities:
Accounts payable and other accrued liabilities............ $ 13,006,554 $ 11,755,752
Subscriber advances and deposits.......................... 2,441,450 1,797,068
Payable to general partner................................ 2,330,453 2,576,625
------------ ------------
Total current liabilities................................... 17,778,457 16,129,445
Net assets.................................................. 769,409,540 418,844,782
------------ ------------
Total liabilities and net assets............................ $787,187,997 $434,974,227
============ ============
</TABLE>
See accompanying notes.
F-458
<PAGE> 603
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------------
1999 1998
----------- -----------
(UNAUDITED)
<S> <C> <C>
Revenues:
Service................................................... $34,983,159 $27,881,381
Installation and other.................................... 3,926,693 2,784,629
----------- -----------
38,909,852 30,666,010
----------- -----------
Operating expenses, excluding depreciation and
amortization.............................................. 12,300,463 9,093,586
Selling, general and administrative expenses................ 5,329,730 4,525,988
----------- -----------
17,630,193 13,619,574
Income before other expenses................................ 21,279,659 17,046,436
Other expenses:
Depreciation and amortization............................. 12,515,698 10,940,000
Management fees........................................... 775,930 798,068
(Gain)/loss on disposal of assets......................... 19,063 (16,326)
Other expense, net........................................ 13,400 2,463
----------- -----------
13,324,091 11,724,205
----------- -----------
Net income.................................................. $ 7,955,568 $ 5,322,231
=========== ===========
</TABLE>
See accompanying notes.
F-459
<PAGE> 604
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED STATEMENTS OF NET ASSETS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
------------
<S> <C>
Net assets at December 31, 1997............................. $428,707,032
Net income for the three months ended March 31, 1998........ 5,322,231
Net distributions to partners............................... (6,628,422)
------------
Net assets at March 31, 1998................................ $427,400,841
============
Net assets at December 31, 1998............................. $418,844,782
Net income for the three months ended March 31, 1999........ 7,955,568
Contributions from partners, net of distributions........... 342,609,190
------------
Net assets at March 31, 1999................................ $769,409,540
============
</TABLE>
See accompanying notes.
F-460
<PAGE> 605
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
----------------------------
1999 1998
------------- -----------
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 7,955,568 $ 5,322,231
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 12,515,698 10,940,000
Loss/(gain) on disposal of assets......................... 19,063 (16,326)
Increase in accounts receivable, prepaid expenses and
other current assets................................... (4,705,501) (1,931,261)
Increase (decrease) in accounts payable and other accrued
liabilities, and subscriber advances and deposits...... 1,649,012 (1,910,614)
------------- -----------
Net cash provided by operating activities................... 17,433,840 12,404,030
INVESTING ACTIVITIES
Acquisition of cable systems................................ (360,000,000) --
Purchases of property, plant and equipment.................. (68,830) (5,822,895)
Proceeds from the disposal of assets........................ 25,800 47,287
------------- -----------
Net cash used in investing activities....................... (360,043,030) (5,775,608)
FINANCING ACTIVITIES
Net distributions from (to) partners........................ 342,609,190 (6,628,422)
------------- -----------
Net cash (used in) provided by financing activities......... 342,609,190 (6,628,422)
------------- -----------
Net change in cash and cash equivalents..................... -- --
Cash and cash equivalents at beginning of year.............. -- --
------------- -----------
------------- -----------
Cash and cash equivalents at end of year.................... $ -- $ --
============= ===========
</TABLE>
See accompanying notes.
F-461
<PAGE> 606
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1999
1. BASIS OF PRESENTATION
ACQUISITION BY CHARTER COMMUNICATIONS, INC. AND BASIS OF PRESENTATION
TWFanch-one Co. and TWFanch-two Co. (collectively the "Partnerships"), both
of which are Delaware general partnerships, are affiliated through common
control and management. Pursuant to a purchase agreement, dated May 21, 1999
between certain partners of TWFanch-one Co. and TWFanch-two Co. and Charter
Communications, Inc. ("Charter"), the partners of the Partnership entered into a
distribution agreement whereby the partnerships will distribute and/or sell
certain of their cable systems ("Combined Systems") to certain of their
respective partners. These partners will then sell the Combined Systems through
a combination of asset sales and sale of equity and partnership interests to
Charter.
Accordingly, these combined financial statements of the Combined Systems
reflect "carved out" historical financial position, results of operations, cash
flows and changes in net assets of the operations of the Combined Systems as if
they had been operating as a separate company. For purposes of determining the
financial statement amounts of the Combined Systems, management excluded certain
systems (the "Excluded Systems"). In order to exclude the results of operations
and financial position of the Excluded Systems from the combined financial
statements, management has estimated certain revenues, expenses, assets and
liabilities that are not specifically identified to systems based on the ratio
of each Excluded System's basic subscribers to the total basic subscribers
served by the respective partnerships. Management believes the basis used for
these allocations is reasonable. The Combined Systems' results of operations are
not necessarily indicative of future operating results or the results that would
have occurred if the Combined Systems were a separate legal entity.
The accompanying combined financial statements as of and for the periods
ended March 31, 1999 and 1998 are unaudited. However, in the opinion of
management, the financial statements reflect all adjustments, consisting of
normal recurring adjustments, necessary for fair presentation in accordance with
generally accepted accounting principles applicable to interim periods. Interim
results of operations are not indicative of results for the full year. The
accompanying financial statements should be read in conjunction with the audited
combined financial statements of Fanch Cable Systems (comprised of components of
TWFanch-one Co. and TWFanch-two Co.).
DESCRIPTION OF BUSINESS
The Combined Systems, operating in various states throughout the United
States, are principally engaged in operating cable television systems and
related activities under non-exclusive franchise agreements.
PRINCIPLES OF COMBINATION
The accompanying combined financial statements include the accounts of the
Combined Systems, as if the Combined Systems were a single company. All material
intercompany balances and transactions have been eliminated.
CASH, INTERCOMPANY ACCOUNTS AND DEBT
Under the Partnerships' centralized cash management system, cash
requirements of its individual operating units were generally provided directly
by the Partnerships and the cash
F-462
<PAGE> 607
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
generated or used by the Combined Systems was transferred to/from the
Partnerships, as appropriate, through the intercompany accounts. The
intercompany account balances between the Partnerships and the Combined Systems
are not intended to be settled. Accordingly, the balances are excluded/included
in net assets and all the cash generated from operations, investing activities
and financing activities have been included in the Combined Systems' net
distributions from/to partners in the combined statements of cash flows. The
Partnerships maintain all external debt to fund and manage operations on a
centralized basis. Debt, unamortized loan costs and interest expense of the
Partnerships have not been allocated to the Combined Systems. As such debt,
unamortized loan costs, and related interest expense are not representative of
the debt that would be required or interest expense incurred if the Combined
Systems were a separate legal entity.
2. ACQUISITIONS
On June 12, 1998, the Combined Systems entered into an agreement to acquire
cable television systems, including plant, franchise license, and business
license serving communities in the state of Michigan. The purchase price was $42
million subject to purchase price adjustments. In connection with the agreement,
the Combined Systems was completed and the assets were transferred to the
Combined Systems on February 1, 1999.
On July 8, 1998, the Combined Systems entered into an Asset Purchase
Agreement to acquire cable television systems, including plant, franchise
license and business license, serving communities in the states of Maryland,
Ohio and West Virginia. The purchase price was $248 million subject to purchase
price adjustments. The transaction was completed and the assets were transferred
to the Combined Systems on February 24, 1999.
On January 15, 1999 the Combined Systems entered into an agreement to
acquire cable television systems, including plant, franchise license, and
business license serving communities in the state of Michigan from a related
party. The purchase price was $70 million, subject to purchase price
adjustments. The agreement was completed and the assets were transferred to the
Combined Systems on March 31, 1999. In connection with the agreement, the
Combined Systems received and addition $25 million in capital contributions
under a new TWFanch-two partnership agreement.
Unaudited proforma operating results as though the acquisitions discussed
above had occurred on January 1, 1998, with adjustments to give effect to
amortization of franchises and certain other adjustments are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Revenues............................................... $51,899,312 $47,139,892
Income from operations................................. $27,977,910 $25,343,049
Net income............................................. $ 8,715,534 $ 7,690,438
</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
these transactions been complete as of the assumed date or which may be obtained
in the future.
F-463
<PAGE> 608
FANCH CABLE SYSTEMS
(COMPRISED OF COMPONENTS OF TWFANCH-ONE CO. AND TWFANCH-TWO CO.)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
3. SUBSEQUENT EVENT
On May 12, 1999, the Combined Systems entered into an agreement to acquire
the stock of ARH, Ltd. ARH, Ltd. is engaged in the business of owning and
operating cable television systems in Texas and West Virginia. The purchase
price was $50 million subject to purchase price adjustments. The transaction was
completed and the assets were transferred to the Combined Systems on June 22,
1999.
F-464
<PAGE> 609
BRESNAN COMMUNICATIONS GROUP LLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ ---------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 6,636 $ 550
Restricted cash............................................. 47,199 2,129
Trade and other receivables, net............................ 8,874 10,371
Property and equipment, at cost:
Land and buildings........................................ 4,123 6,603
Distribution systems...................................... 443,114 454,769
Support equipment......................................... 50,178 56,865
-------- ---------
497,415 518,237
Less accumulated depreciation............................. 190,752 192,574
-------- ---------
306,663 325,663
Franchise costs, net........................................ 291,103 327,804
Other assets, net of accumulated amortization............... 3,961 21,632
-------- ---------
Total assets........................................... $664,436 $ 688,149
======== =========
LIABILITIES AND MEMBER'S EQUITY (DEFICIT)
Accounts payable............................................ $ 3,193 3,463
Accrued expenses............................................ 13,395 9,723
Accrued interest............................................ 21,835 9,154
Due to affiliated companies................................. -- 7,583
Debt........................................................ 232,617 848,007
Other liabilities........................................... 11,648 20,568
-------- ---------
Total liabilities...................................... 282,688 898,498
Member's equity (deficit)................................... 381,748 (210,349)
-------- ---------
Commitments and contingencies (note 5)
Total liabilities and member's equity (deficit)........ $664,436 $ 688,149
======== =========
</TABLE>
F-465
<PAGE> 610
BRESNAN COMMUNICATIONS GROUP LLC
CONSOLIDATED STATEMENTS OF OPERATIONS AND MEMBER'S EQUITY (DEFICIT)
THREE MONTHS ENDED MARCH 31, 1998 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Revenue..................................................... $ 62,463 $ 67,295
Operating costs and expenses:
Programming (note 4)...................................... 15,491 17,748
Operating................................................. 8,315 7,539
Selling, general and administrative (note 4).............. 11,791 15,720
Depreciation and amortization............................. 12,780 13,669
--------- ---------
48,377 54,676
--------- ---------
Operating income....................................... 14,086 12,619
Other income (expense):
Interest expense:
Related party (note 4)................................. (470) (152)
Other.................................................. (4,292) (14,394)
Gain (loss) on sale of cable television systems........... 7,010 (181)
Other, net................................................ (54) (82)
--------- ---------
2,194 (14,809)
--------- ---------
Net earnings (loss).................................... 16,280 (2,190)
Member's equity (deficit)
Beginning of period....................................... 359,098 381,748
Operating expense allocations and charges................. 16,353 17,503
Cash transfers, net....................................... (28,034) --
Capital contributions by members.......................... -- 131,189
Capital distributions to members.......................... -- (738,599)
--------- ---------
End of period............................................. $ 363,697 $(210,349)
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-466
<PAGE> 611
BRESNAN COMMUNICATIONS GROUP LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1999
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss)....................................... $ 16,280 $ (2,190)
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization.......................... 12,780 13,669
Loss (gain) on sale of cable systems................... (7,010) 181
Amortization of deferred financing costs............... -- 2,058
Changes in operating assets and liabilities, net of
effects of acquisitions:
Change in receivables................................ 6,498 (1,497)
Change in other assets............................... 82 (1,693)
Change in accounts payable, accrued expenses and
other liabilities................................... (2,014) 403
-------- ---------
Net cash provided by operating activities............ 26,616 10,931
-------- ---------
Cash flows from investing activities:
Capital expended for property and equipment............... (5,845) (7,948)
Capital expended for franchise costs...................... (573) (918)
Cash paid in acquisitions of cable television systems..... (16,417) (64,763)
Proceeds on dispositions of cable televisions systems..... -- 4,085
Change in restricted cash................................. -- 45,071
-------- ---------
Net cash used in investing activities............. (22,835) (24,473)
Cash flows from financing activities:
Borrowings under note agreement........................... 22,700 852,551
Repayments under note agreement........................... (6,345) (237,161)
Deferred finance costs paid............................... -- (18,027)
Contributions from members................................ 136,500
Distributions to members.................................. (11,681) (726,407)
-------- ---------
Net cash provided by financing activities......... 4,674 7,456
-------- ---------
Net increase (decrease) in cash................... 8,455 (6,086)
Cash and cash equivalents:
Beginning of period....................................... 6,957 6,636
-------- ---------
End of period............................................. $ 15,412 $ 550
======== =========
Supplemental disclosure of cash flow information -- cash
paid during the period for interest....................... $ 4,704 $ 25,169
======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-467
<PAGE> 612
BRESNAN COMMUNICATIONS GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
(1) FORMATION AND BASIS OF PRESENTATION
Bresnan Communications Group, LLC and its subsidiaries ("BCG" or the
"Company") are wholly owned by Bresnan Communications Company Limited
Partnership, a Michigan limited partnership ("BCCLP"), is a Delaware limited
liability corporation formed on August 5, 1998 for the purpose of acting as
co-issuer with its wholly-owned subsidiary, Bresnan Capital Corporation ("BCC"),
of $170,000 aggregate principal amount at maturity of 8% Senior Notes and
$275,000 aggregate principal amount at maturity of 9.25% Senior Discount Notes,
both due in 2009 (collectively the "Notes"). Prior to the issuance of the Notes
on February 2, 1999, BCCLP completed the terms of a contribution agreement dated
June 3, 1998, as amended, whereby certain affiliates of Tele-Communications,
Inc. ("TCI") contributed certain cable television systems along with assumed TCI
debt of approximately $708,854 to BCCLP. In addition, Blackstone BC Capital
Partners LP and affiliates contributed $136,500 to BCCLP. Upon completion of the
Notes offering on February 2, 1999 BCCLP contributed all of its assets and
liabilities to BCG, which simultaneously formed a wholly owned subsidiary,
Bresnan Telecommunications Company LLC ("BTC"), into which it contributed all of
its assets and liabilities. The above noted contributed assets and liabilities
were accounted for at predecessor cost because of the common ownership and
control of TCI and have been reflected in the accompanying financial statements
in a manner similar to a pooling of interests.
The Company owns and operates cable television systems in small- and
medium-sized communities in the midwestern United States.
The accompany interim consolidated financial statements are unaudited but,
in the opinion of management, reflect all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of the results of such
periods. The results of operations for the period ended March 31, 1999 are not
necessarily indicative of results for a full year. These consolidated financial
statements should be read in conjunction with the combined financial statements
and notes thereto of the predecessor to the Company contained in the Bresnan
Communications Group Systems financial statements for the year ended December
31, 1998.
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 at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
(2) ACQUISITIONS AND SYSTEM DISPOSITIONS
In February 1998, the Company acquired certain cable television assets
located in Michigan which were accounted for under the purchase method. The
purchase price was allocated to the cable television assets acquired in relation
to their fair values as increase in property and equipment of $3,703 and
franchise costs of $12,797. In addition, the Company acquired two additional
systems in the first quarter of 1999 which were accounted for under the purchase
method. The purchase price was allocated to the cable televisions assets
acquired in relation to their estimated fair values as increase in property and
equipment of $22,200 and franchise costs of $44,600.
F-468
<PAGE> 613
BRESNAN COMMUNICATIONS GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
The results of these operations of these cable television systems have been
included in the accompanying consolidated statements of operations from their
dates of acquisition. Pro forma information has not been presented because the
effect was not significant.
The Company also disposed of cable television systems during 1998 and 1999
for gross proceeds of $12,000 and $4,400 respectively and resulting in gain
(loss) on cable television systems of $7,010 and $(181) for 1998 and 1999,
respectively. The results of operations of these cable television systems
through the date of the disposition and the gain (loss) from the dispositions
have been included in the accompanying consolidated statements of operations. As
part of one of the dispositions, the Company received cash that was restricted
to reinvestment in additional cable television systems.
(3) DEBT
Debt is summarized as follows:
<TABLE>
<CAPTION>
MARCH 31, 1999
--------------
<S> <C>
Senior Credit Facility(a)................................... $501,600
Senior Notes Payable(b)..................................... 170,000
Senior Discount Notes Payable(b)............................ 175,021
Other Debt.................................................. 1,386
--------
$848,007
========
</TABLE>
- ---------------
(a) The Senior Credit Facility represents borrowings under a $650,000 senior
reducing revolving credit and term loan facilities (the "Credit Facility")
as documented in the loan agreement as of February 2, 1999. The Credit
Facility calls for a current available commitment of $650,000 of which
$501,600 is outstanding at March 31, 1999. The Credit Facility provides for
three tranches, a revolving loan tranche for $150,000 (the "Revolving
Loan"), a term loan tranche of $328,000 (the "A Term Loan" and together with
the Revolving Loan, "Facility A") and a term loan tranche of $172,000 (the
"Facility B").
The commitments under the New Credit Facility will reduce commencing with
the quarter ending March 31, 2002. Facility A permanently reduces in
quarterly amounts ranging from 2.5% to 6.25% of the Facility A amount
starting March 31, 2002 and matures approximately eight and one half years
after February 2, 1999. Facility B is also to be repaid in quarterly
installments of .25% of the Facility B amount beginning in March 2002 and
matures approximately nine years after February 2, 1999, on which date all
remaining amounts of Facility B will be due and payable. Additional
reductions of the New Credit Facility will also be required upon certain
asset sales, subject to the right of the Company and its subsidiaries to
reinvest asset sale proceeds under certain circumstances. The interest rate
options include a LIBOR option and a Prime Rate option plus applicable
margin rates based on the Company's total leverage ratio. In addition, the
Company is required to pay a commitment fee on the unused revolver portion
of Facility A which will accrue at a rate ranging from .25% to .375% per
annum, depending on the Company's total leverage ratio.
The rate applicable to balances outstanding at March 31, 1999 ranged from
6.97% to 8.75%. Covenants of the Credit Facility require, among other
conditions the maintenance of specific levels of the ratio of cash flows to
future debt and interest expense and certain limitations on additional
investments, indebtedness, capital expenditures, asset sales and affiliate
transactions.
F-469
<PAGE> 614
BRESNAN COMMUNICATIONS GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
(b) On February 2, 1999, the Company sold $170,000 aggregate principal amount
senior notes payable (the "Senior Notes"). In addition, on the same date,
the Company issued $275,000 aggregate principal amount at maturity of senior
discount notes, (the "Senior Discount Notes") for approximately $175,000
gross proceeds collectively (the "Notes").
The Senior Notes are unsecured and will mature on February 1, 2009. The
Senior Notes bear interest at 8% per annum payable semi-annually on
February 1 and August 1 of each year, commencing August 1, 1999.
The Senior Discount Notes are unsecured and will mature on February 1,
2009. The Senior Discount Notes were issued at a discount to their
aggregate principal amount at maturity and will accrete at a rate of
approximately 9.25% per annum, compounded semi-annually, to an aggregate
principal amount of $275,000 on February 1, 2004. Subsequent to February 1,
2004, the Senior Discount Notes will bear interest at a rate of 9.25% per
annum payable semi-annually in arrears on February 1 and August 1 of each
year, commencing August 1, 2004.
The Company may elect, upon not less than 60 days prior notice, to commence
the accrual of interest on all outstanding Senior Discount Notes on or
after February 1, 2002, in which case the outstanding principal amount at
maturity of each Senior Discount Note will on such commencement date be
reduced to the accreted value of such Senior Discount Note as of such date
and interest shall be payable with respect to the Senior Discount Notes on
each February and August 1 thereafter.
The Company may not redeem the Notes prior to February 1, 2004 except that
prior to February 1, 2002, the Company may redeem up to 35% of the Senior
Notes and Senior Discount Notes at redemption prices equal to 108% and 109%
of the applicable principal amount or accreted value. Subsequent to
February 1, 2004, the Company may redeem the Notes at redemption prices
declining annually from approximately 104% of the principal amount or
accreted value.
Bresnan Communications Group LLC and its wholly owned subsidiary Bresnan
Capital Corporation are the sole obligors of the Senior Notes and Senior
Discount Notes. Bresnan Communications Group LLC has no other assets or
liabilities other than its investment in its wholly owned subsidiary
Bresnan Telecommunications Company LLC. Bresnan Capital Corporation has no
other assets or liabilities.
Upon change of control of the Company, the holders of the notes have the
right to require the Company to purchase the outstanding notes at a price
equal to 101% of the principal amount or accrete value plus accrued and
unpaid interest.
BCG has entered into an interest rate swap agreement to effectively fix or
set a maximum interest rate on a portion of its floating rate long-term
debt. BCG is exposed to credit loss in the event of nonperformance by the
counterparties to the interest rate swap agreement.
At March 31, 1999, such Interest Rate Swap agreement effectively fixed or
set a maximum interest rate between 7.89% and 8.08% on an aggregate
notional principal amount of $110,000 which rate would become effective
upon the occurrence of certain events. The effect of the Interest Rate Swap
on interest expense for the three months ended March 31, 1998 and 1999 was
not significant. The expiration dates of the Interest Rate Swaps ranges
from August 25, 1999 to April 3, 2000. The difference between the fair
market value and book value of long-term debt and the Interest Rate Swap at
March 31, 1998 and 1999 is not significant.
F-470
<PAGE> 615
BRESNAN COMMUNICATIONS GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
(4) TRANSACTIONS WITH RELATED PARTIES
BCG and its predecessor purchased, at TCI's cost, substantially all of its
pay television and other programming from affiliates of TCI. Charges for such
programming were $13,808 and $14,864 for the three months ended March 31, 1998
and 1999, respectively, and are included in programming expenses in the
accompanying consolidated financial statements.
Prior to February 2, 1999, certain affiliates of the predecessor to BCG
provided administrative services to BCG and assumed managerial responsibility of
BCG's cable television system operations and construction. As compensation for
these services, BCG paid a monthly fee calculated pursuant to certain agreed
upon formulas. Subsequent to the TCI Transaction on February 2, 1999, certain
affiliates of BCG provide administrative services and have assumed managerial
responsibilities of BCG. As compensation for these services, BCG pays a monthly
fee equal to 3% of gross revenues. Such aggregate charges totaled $2,544 and
$2,639 and have been included in selling, general and administrative expenses
for the three months ended March 31, 1998 and 1999, respectively.
(5) COMMITMENTS AND CONTINGENCIES
The Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act") imposed certain rate regulations on the cable television
industry. Under the 1992 Cable Act, all cable systems are subject to rate
regulation, unless they face "effective competition," as defined by the 1992
Cable Act and expanded in the Telecommunications Act of 1996 (the "1996 Act"),
in their local franchise area.
Although the Federal Communications Commission (the "FCC") has established
regulations required by the 1992 Cable Act, local government units (commonly
referred to as local franchising authorities) are primarily responsible for
administering the regulation of a cable system's basic service tier ("BST"). The
FCC itself directly administered rate regulation of any cable programming
service tier ("CPST"). The FCC's authority to regulate CPST rates expired on
March 31, 1999. The FCC has taken the position that it will still adjudicate
CPST complaints filed after this sunset date (but no later than 180 days after
the last CPST rate increase imposed prior to March 31, 1999), and will strictly
limit its review (and possible refund orders) to the time period predating the
sunset date.
Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price structure that allows for the recovery
of inflation and certain increased costs, as well as providing some incentive
for expanding channel carriage. Operators also have the opportunity to bypass
this "benchmark" regulatory structure in favor of the traditional "cost-of-
service" regulation in cases where the latter methodology appears favorable.
Premium cable service offered on a per-channel or per-program basis remain
unregulated, as do affirmatively marketed packages consisting entirely of new
programming product.
The management of BCG believes that it has complied in all material
respects with the provisions of the 1992 Cable Act and the 1996 Act, including
its rate setting provisions. If, as a result of the review process, a system
cannot substantiate its rates, it could be required to retroactively reduce its
rates to the appropriate benchmark and refund the excess portion of rates
received. Any refunds of the excess portion of CPST rates would be retroactive
to the date
F-471
<PAGE> 616
BRESNAN COMMUNICATIONS GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
of complaint. Any refunds of the excess portion of BST or equipment rates would
be retroactive to one year prior to the implementation of the rate reductions.
Certain plaintiffs have filed or threatened separate class action
complaints against certain of the systems of BCG, alleging that the systems'
practice of assessing an administrative fee to subscribers whose payments are
delinquent constitutes an invalid liquidated damage provision, a breach of
contract, and violates local consumer protection statutes. Plaintiffs seek
recovery of all late fees paid to the subject systems as a class purporting to
consist of all subscribers who were assessed such fees during the applicable
limitation period, plus attorney fees and costs.
BCG has contingent liabilities related to legal proceedings and other
matters arising in the ordinary course of business. Although it is possible that
BCG may incur losses upon conclusion of the matters referred to above, an
estimate of any loss or range of loss cannot presently be made. Based upon the
facts available, management believes that, although no assurance can be given as
to the outcome of these actions, the ultimate disposition should not have
material adverse effect upon the combined financial condition of BCG.
BCG leases business offices, has entered into pole attachment agreements
and uses certain equipment under lease arrangements. Rental expense under such
arrangements amounted to $776 and $878 during the three months ended March 31,
1998 and 1999, respectively.
Future minimum lease payments under noncancelable operating leases are
estimated to approximate $2,240 per year for each of the next five years.
It is expected that, in the normal course of business, expiring leases will
be renewed or replaced by leases on the same or other properties.
During 1999, BCG has continued enterprise-wide comprehensive efforts to
assess and remediate its respective computer systems and related software and
equipment to ensure such systems, software and equipment recognized, process and
store information in the year 2000 and thereafter. Such year 2000 remediation
efforts, include an assessment of its most critical systems, such as customer
service and billing systems, headends and other cable plant, business support
operations, and other equipment and facilities. BCG also continued its efforts
to verify the year 2000 readiness of its significant suppliers and vendors and
continued to communicate with significant business partners and affiliates to
assess affiliates' year 2000 status.
BCG has formed a year 2000 program management team to organize and manage
its year 2000 remediation efforts. The program management team is responsible
for overseeing, coordinating and reporting on its respective year 2000
remediation efforts.
During 1999, the project management team continued its surveys of
significant third-party vendors and suppliers whose systems, services or
products are important to its operations (e.g., suppliers of addressable
controllers and set-top boxes, and the provider of billing services). BCG has
instituted a verification process to determine the vendors' year 2000 readiness.
Such verification includes, as deemed necessary, reviewing vendors' test and
other data and engaging in regular conferences with vendors' year 2000 teams.
BCG is also requiring testing to validate the year 2000 compliance of certain
critical products and services. The year 2000 readiness of such providers is
critical to continued provision of cable service.
F-472
<PAGE> 617
BRESNAN COMMUNICATIONS GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. There can be
no assurance that the systems of BCG or the systems of other companies on which
they rely will be converted in time, or that any such failure to convert by the
BCG or other companies will not have a material adverse effect on the financial
position, results of operations or cash flows of BCG.
(6) SUBSEQUENT EVENT
In June 1999, the Partners of BCCLP entered into an agreement to sell all
of their partnership interests in BCCLP to Charter Communications Holding
Company, LLC for a purchase price of approximately $3.1 billion in cash and
stock which will be reduced by the assumption of BCCLP'S debt at closing. The
cable systems to be acquired are located in Michigan, Minnesota, Wisconsin and
Nebraska. BCCLP anticipates that this transaction will close in early 2000.
F-473
<PAGE> 618
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Tele-Communications, Inc.:
We have audited the accompanying combined balance sheets of Bresnan
Communications Group Systems, (as defined in Note 1 to the combined financial
statements) as of December 31, 1997 and 1998, and the related combined
statements of operations and Parents' investment and cash flows for each of the
years in the three-year period ended December 31, 1998. These combined financial
statements are the responsibility of the Bresnan Communications Group Systems
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Bresnan
Communications Group Systems, as of December 31, 1997 and 1998, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
Denver, Colorado
April 2, 1999
F-474
<PAGE> 619
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
COMBINED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1997 1998
--------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 6,957 $ 6,636
Restricted cash (note 3).................................... -- 47,199
Trade and other receivables, net............................ 11,700 8,874
Property and equipment, at cost:
Land and buildings........................................ 5,229 4,123
Distribution systems...................................... 410,158 443,114
Support equipment......................................... 45,687 50,178
-------- --------
461,074 497,415
Less accumulated depreciation............................. 157,618 190,752
-------- --------
303,456 306,663
Franchise costs, net........................................ 291,746 291,103
Other assets, net of accumulated amortization............... 3,339 3,961
-------- --------
Total assets........................................... $617,198 $664,436
======== ========
LIABILITIES AND PARENTS' INVESTMENT
Accounts payable............................................ $ 2,071 $ 3,193
Accrued expenses............................................ 11,809 13,395
Accrued interest............................................ 20,331 21,835
Debt........................................................ 214,170 232,617
Other liabilities........................................... 9,719 11,648
-------- --------
Total liabilities...................................... 258,100 282,688
Parents' investment......................................... 359,098 381,748
-------- --------
Commitments and contingencies (note 7)
Total liabilities and Parents' investment.............. $617,198 $664,436
======== ========
</TABLE>
F-475
<PAGE> 620
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
COMBINED STATEMENTS OF OPERATIONS AND PARENTS' INVESTMENT
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Revenue................................................. $216,609 $247,108 $261,964
Operating costs and expenses:
Programming (note 6).................................. 46,087 53,857 63,686
Operating............................................. 31,405 31,906 28,496
Selling, general and administrative (note 6).......... 52,485 50,572 58,568
Depreciation and amortization......................... 50,908 53,249 54,308
-------- -------- --------
180,885 189,584 205,058
-------- -------- --------
Operating income................................... 35,724 57,524 56,906
Other income (expense):
Interest expense:
Related party (note 4)............................. (1,859) (1,892) (1,872)
Other.............................................. (13,173) (16,823) (16,424)
Gain on sale of cable television systems.............. -- -- 27,027
Other, net............................................ (844) (978) (273)
-------- -------- --------
(15,876) (19,693) 8,458
-------- -------- --------
Net earnings....................................... 19,848 37,831 65,364
Parents' investment:
Beginning of year..................................... 344,664 347,188 359,098
Operating expense allocations and charges (notes 4 and
6)................................................. 54,643 60,389 71,648
Net assets of acquired systems (note 3)............... -- 33,635 --
Cash transfers, net................................... (71,967) (119,945) (114,362)
-------- -------- --------
End of year........................................... $347,188 $359,098 $381,748
======== ======== ========
</TABLE>
F-476
<PAGE> 621
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
1996 1997 1998
------- ------- -------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities
Net earnings.............................................. $19,848 $37,831 $65,364
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization.......................... 50,908 53,249 54,308
Gain on sale of cable television systems............... -- -- (27,027)
Other noncash charges.................................. 1,171 2,141 452
Changes in operating assets and liabilities, net of
effects of acquisitions:
Change in receivables................................ (291) (3,413) 2,826
Change in other assets............................... (144) 164 --
Change in accounts payable, accrued expenses and
other liabilities................................. 7,178 2,305 6,141
Other, net........................................... 473 271 297
------- ------- -------
Net cash provided by operating activities......... 79,143 92,548 102,361
------- ------- -------
Cash flows from investing activities:
Capital expended for property and equipment............... (78,248) (33,875) (58,601)
Capital expended for franchise costs...................... (87) (1,407) (157)
Cash received in acquisitions............................. -- 1,179 28,681
Change in restricted cash................................. -- -- (47,199)
------- ------- -------
Net cash used in investing activities............. (78,335) (34,103) (77,276)
------- ------- -------
Cash flows from financing activities:
Borrowings under note agreement........................... 40,300 31,300 49,400
Repayments under note agreement........................... (18,546) (24,364) (30,953)
Deferred finance costs paid............................... (595) (2,121) (1,139)
Change in Parents' investment............................. (24,259) (59,556) (42,714)
------- ------- -------
Net cash used in financing activities............. (3,100) (54,741) (25,406)
------- ------- -------
Net increase (decrease) in cash................... (2,292) 3,704 (321)
Cash and cash equivalents:
Beginning of year......................................... 5,545 3,253 6,957
------- ------- -------
End of year............................................... $ 3,253 $ 6,957 $ 6,636
======= ======= =======
Supplemental disclosure of cash flow information --
Cash paid during the year for interest.................... $12,996 $16,971 $16,792
======= ======= =======
</TABLE>
F-477
<PAGE> 622
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
(1) BASIS OF PRESENTATION AND PARTNERSHIP FORMATION
The financial statements of Bresnan Communications Group Systems are the
combination of the financial statements of Bresnan Communications Company
Limited Partnership ("BCCLP") and certain additional cable television systems
(the "TCI Bresnan Systems") owned by affiliates of Tele-Communications, Inc.
("TCI"). BCCLP and the TCI Bresnan Systems are under the common ownership and
control of TCI for all periods presented. Based on such common ownership and
control, the accompanying financial statements are presented herein at
historical cost on a combined basis and will serve as a predecessor to Bresnan
Communications Group LLC. The combined net assets of Bresnan Communications
Group Systems are herein referred to as "Parents' investment".
BCCLP is a partnership between a subsidiary of TCI and William J. Bresnan
and certain entities which he controls (collectively, the "Bresnan Entities").
BCCLP owns and operates cable television systems principally located in the
midwestern United States. TCI and the Bresnan Entities hold 78.4% and 21.6%
interests, respectively, in BCCLP.
Certain of the TCI Bresnan Systems have been acquired through transactions
whereby TCI acquired various larger cable entities (the "Original Systems"). The
accounts of certain of the TCI Bresnan Systems include allocations of purchase
accounting adjustments from TCI's acquisition of the Original Systems. Such
allocations and the related franchise cost amortization are based upon the
relative fair market values of the systems involved. In addition, certain costs
of TCI and the Bresnan Entities are charged to the Bresnan Communications Group
Systems based on the methodologies described in note 6. Although such
allocations are not necessarily indicative of the costs that would have been
incurred by the Bresnan Communications Group Systems on a stand alone basis,
management of TCI and the Bresnan Entities believe that the resulting allocated
amounts are reasonable.
On June 3, 1998, certain affiliates of TCI, the Bresnan Entities, BCCLP and
Blackstone Cable Acquisition Company, LLC ("Blackstone") (collectively, the
"Partners") entered into a Contribution Agreement. Effective February 2, 1999
under the terms of the contribution agreement, certain systems of affiliates of
TCI were transferred to BCCLP along with approximately $708,854 of assumed TCI
debt (the "TCI Transaction") which is not reflected in the accompanying combined
financial statements. At the same time, Blackstone contributed $136,500 to
BCCLP. As a result of these transactions, the Bresnan Entities remain the
managing partner of BCCLP, with a 10.2% combined general and limited partner
interest, while TCI and Blackstone are 50% and 39.8% limited partners of BCCLP,
respectively. The amount of the assumed TCI debt will be adjusted based on
certain working capital adjustments at a specified time after the consummation
of TCI Transaction. Upon completion of these transactions BCCLP formed a
wholly-owned subsidiary, Bresnan Communications Group LLC ("BCG"), into which it
contributed all its assets and liabilities. Simultaneous with this transaction
Bresnan Communications Group LLC formed a wholly-owned subsidiary, Bresnan
Telecommunications Company LLC ("BTC"), into which it contributed all its assets
and liabilities.
In anticipation of these transactions, on January 25, 1999, BCG sold
$170,000 aggregate principal amount of 8% senior notes (the "Senior Notes") due
2009 and $275,000 aggregate principal amount at maturity (approximately $175,000
gross proceeds) of 9.25% senior discount notes (the "Senior Discount Notes") due
2009. The net proceeds from the offering of the Senior Notes and the Senior
Discount Notes approximated $336,000 after giving effect to discounts and
F-478
<PAGE> 623
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
commissions. Also, BTC borrowed $508,000 of $650,000 available under a new
credit facility (the "Credit Facility").
The proceeds of the Senior Notes, the Senior Discount Notes and the Credit
Facility were used to retire the assumed TCI debt and the outstanding debt of
the Bresnan Communications group systems prior to the TCI Transaction (see Note
4), as well as the payment of certain fees and expenses. Deferred financing
costs of $2.6 million associated with the retired debt will be written off.
After giving effect to the issuance of debt noted above, the unaudited
proforma debt outstanding at December 31, 1998 would be $857 million and the
Parents' investment would decrease to a deficit position of $206 million at
December 31, 1998.
On March 9, 1999, AT&T Corp. ("AT&T") acquired TCI in a merger (the "AT&T
Merger"). In the AT&T Merger, TCI became a subsidiary of AT&T.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Cash Equivalents
Cash equivalents consist of investments which are readily convertible into
cash and have maturities of three months or less at the time of acquisition.
(b) Trade and Other Receivables
Receivables are reflected net of an allowance for doubtful accounts. Such
allowance at December 31, 1997 and 1998 was not significant.
(c) Property and Equipment
Property and equipment is stated at cost, including acquisition costs
allocated to tangible assets acquired. Construction costs, including interest
during construction and applicable overhead, are capitalized. During 1996, 1997
and 1998, interest capitalized was $1,005, $324 and $47, respectively.
Depreciation is computed on a straight-line basis using estimated useful
lives of 3 to 15 years for distribution systems and 3 to 40 years for support
equipment and buildings.
Repairs and maintenance are charged to operations, and renewals and
additions are capitalized. At the time of ordinary retirements, sales or other
dispositions of property, the original cost and cost of removal of such property
are charged to accumulated depreciation, and salvage, if any, is credited
thereto. Gains or losses are only recognized in connection with the sales of
properties in their entirety.
(d) Franchise Costs
Franchise costs include the difference between the cost of acquiring cable
television systems and amounts allocated to their tangible assets. Such amounts
are generally amortized on a straight-line basis over 40 years. Costs incurred
by Bresnan Communications Group Systems in negotiating and renewing franchise
agreements are amortized on a straight-line basis over the life of the
franchise, generally 10 to 20 years.
F-479
<PAGE> 624
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
(e) Impairment of Long-Lived Assets
Management periodically reviews the carrying amounts of property and
equipment and identifiable intangible assets to determine whether current events
or circumstances warrant adjustments to such carrying amounts. If an impairment
adjustment is deemed necessary based on an analysis of undiscounted cash flow,
such loss is measured by the amount that the carrying value of such assets
exceeds their fair value. Considerable management judgment is necessary to
estimate the fair value of assets. Accordingly, actual results could vary
significantly from such estimates. Assets to be disposed of are carried at the
lower of their financial statement carrying amount or fair value less costs to
sell.
(f) Financial Instruments
Bresnan Communications Group Systems has entered into fixed interest rate
exchange agreements ("Interest Rate Swaps") which are used to manage interest
rate risk arising from its financial liabilities. Such Interest Rate Swaps are
accounted for as hedges; accordingly, amounts receivable or payable under the
Interest Rate Swaps are recognized as adjustments to interest expense. Such
instruments are not used for trading purposes.
During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," ("SFAS 133"), which is effective for all fiscal years
beginning after June 15, 1999. SFAS 133 establishes accounting and reporting
standards for derivative instruments and hedging activities by requiring that
all derivative instruments be reported as assets or liabilities and measured at
their fair values. Under SFAS 133, changes in the fair values of derivative
instruments are recognized immediately in earnings unless those instruments
qualify as hedges of the (1) fair values of existing assets, liabilities, or
firm commitments, (2) variability of cash flows of forecasted transactions, or
(3) foreign currency exposures of net investments in foreign operations.
Although management has not completed its assessment of the impact of SFAS 133
on its combined results of operations and financial position, management
estimates that the impact of SFAS 133 will not be material.
(g) Income Taxes
The majority of the net assets comprising the TCI Bresnan Systems and BCCLP
were historically held in partnerships. In addition, BCG has been formed as a
limited liability company, to be treated for tax purposes as a flow-through
entity. Accordingly, no provision has been made for income tax expense or
benefit in the accompanying combined financial statements as the earnings or
losses of Bresnan Communications Group Systems will be reported in the
respective tax returns of BCG's members (see note 5).
(h) Revenue Recognition
Cable revenue for customer fees, equipment rental, advertising, and
pay-per-view programming is recognized in the period that services are
delivered. Installation revenue is recognized in the period the installation
services are provided to the extent of direct selling costs. Any remaining
amount is deferred and recognized over the estimated average period that
customers are expected to remain connected to the cable distribution system.
F-480
<PAGE> 625
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
(i) Combined Statements of Cash Flows
Except for acquisition transactions described in note 3, transactions
effected through Parents' investment have been considered constructive cash
receipts and payments for purposes of the combined statements of cash flows.
(j) 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 at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
(3) ACQUISITIONS AND SYSTEM DISPOSITIONS
In January 1997, affiliates of TCI acquired certain cable television assets
located in or around the Saginaw, Michigan area which are included in the TCI
Bresnan Systems. TCI's cost basis in such acquired assets has been allocated
based on their respective fair values. Such allocation has been reflected in the
accompanying combined financial statements as follows:
<TABLE>
<S> <C>
Cash........................................................ $ 1,179
Property and equipment...................................... 10,786
Franchise costs............................................. 21,670
-------
Parents' investment....................................... $33,635
=======
</TABLE>
In addition in 1998, BCCLP acquired two cable systems which were accounted
for under the purchase method. The purchase prices were allocated to the assets
acquired in relation to their fair values as increases in property and equipment
of $7,099 and franchise costs of $21,651.
The results of operations of these cable television systems have been
included in the accompanying combined statements of operations from their dates
of acquisition. Pro forma information on the acquisitions has not been presented
because the effects were not significant.
During 1998, BCCLP also disposed of two cable systems for gross proceeds of
$58,949, which resulted in gain on sale of cable television systems of $27,027.
In connection with one of the dispositions, a third party intermediary received
$47,199 of cash that is designated to be reinvested in certain identified assets
for income tax purposes.
(4) DEBT
Debt is summarized as follows:
<TABLE>
<CAPTION>
1997 1998
-------- --------
<S> <C> <C>
Notes payable to banks(a)............................ $190,300 $209,000
Notes payable to partners(b)....................... 22,100 22,100
Other debt......................................... 1,770 1,517
-------- --------
$214,170 $232,617
======== ========
</TABLE>
F-481
<PAGE> 626
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
- ---------------
(a) The notes payable to banks represent borrowings under a $250,000 senior
unsecured reducing revolving credit and term loan facility (the "Bank
Facility") as documented in the loan agreement as amended and restated as of
August 5, 1998. The Bank Facility calls for a current available commitment
of $250,000 of which $209,000 is outstanding at December 31, 1998. The Bank
Facility provides for two tranches, a revolving loan tranche of $175,000
(the "Revolving Loan Tranche") and a term loan tranche of $75,000 (the "Term
Loan Tranche"). The Revolving Loan Tranche is available through March 30,
1999 and then requires quarterly payments/commitment reductions ranging from
2.5% to 7.5% of the principal through its maturity on March 31, 2005. The
Term Loan Tranche, fully drawn at closing and maturing March 31, 2006,
requires quarterly payments of .25% beginning March 31, 1999 through
December 31, 2004, quarterly payments of 2.5% for the year ended December
31, 2005 and 84% of the principal at maturity. The Bank Facility provides
for interest at varying rates based on two optional measures: 1) for the
Revolving Loan Tranche, the prime rate plus .625% and/or the London
Interbank Offered Rate ("LIBOR") plus 1.625% and 2) for the Term Loan
Tranche, the prime rate plus 1.75% and/or LIBOR plus 2.75%. The Bank
Facility has provisions for certain performance-based interest rate
reductions which are available under either interest rate option. In
addition, the Bank Facility allows for interest rate swap agreements.
The rates applicable to balances outstanding at December 31, 1998 ranged
from 6.815% to 8.000% Covenants of the Bank Facility require, among other
conditions, the maintenance of certain earnings, cash flow and financial
ratios and include certain limitations on additional investments,
indebtedness, capital expenditures, asset sales, management fees and
affiliate transactions. Commitment fees of .375% per annum are payable on
the unused principal amounts of the available commitment under the Bank
Facility, as well as an annual agency fee to a bank of $60. A guarantee in
the amount of $3,000, has been provided by one of the BCCLP partners.
Balances outstanding at December 31, 1998 are due as follows:
<TABLE>
<S> <C>
1999.......................................... $ 14,150
2000.......................................... 17,500
2001.......................................... 20,850
2002.......................................... 24,200
2003 and thereafter........................... 132,300
--------
$209,000
========
</TABLE>
(b) The note payable to a partner is comprised of a $25,000 subordinated note of
which $22,100 was outstanding at December 31, 1997 and 1998. The note, dated
May 12, 1988, is junior and subordinate to the senior debt represented by
the notes payable to banks. Interest is to be provided for at the prime rate
(as defined) and is payable quarterly, to the extent allowed under the bank
subordination agreement, or at the maturity date of the note, which is the
earlier of April 30, 2001 or the first business day following the full
repayment of the entire amount due under the notes payable to banks.
Applicable interest rates at December 31, 1997 and 1998 were 8.25% and
7.75%, respectively. The note also provides for repayment at any time
without penalty, subject to subordination restrictions.
F-482
<PAGE> 627
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
Bresnan Communications Group Systems has entered into Interest Rate Swaps
to effectively fix or set a maximum interest rate on a portion of its floating
rate long-term debt. Bresnan Communications Group Systems is exposed to credit
loss in the event of nonperformance by the counterparties to the Interest Rate
Swaps.
At December 31, 1998, such Interest Rate Swaps effectively fixed or set
maximum interest rates between 9.625% and 9.705% on an aggregate notional
principal amount of $110,000, which rate would become effective upon the
occurrence of certain events. The effect of the Interest Rate Swaps was to
increase interest expense by $851, $460, and $19 for the years ended December
31, 1996, 1997 and 1998, respectively. The expiration dates of the Interest Rate
Swaps ranges from August 25, 1999 to April 3, 2000. The difference between the
fair market value and book value of long-term debt and the Interest Rate Swaps
at December 31, 1997 and 1998 is not significant.
(5) INCOME TAXES
Taxable earnings differ from those reported in the accompanying combined
statements of operations due primarily to differences in depreciation and
amortization methods and estimated useful lives under regulations prescribed by
the Internal Revenue Service. At December 31, 1998, the reported amounts of
Bresnan Communications Group Systems' assets exceeded their respective tax bases
by approximately $394 million.
(6) TRANSACTIONS WITH RELATED PARTIES
Bresnan Communications Group Systems purchases, at TCI's cost,
substantially all of its pay television and other programming from affiliates of
TCI. Charges for such programming were $42,897, $48,588 and $58,562 for 1996,
1997 and 1998, respectively, and are included in programming expenses in the
accompanying combined financial statements.
Certain affiliates of the Partners provide administrative services to
Bresnan Communications Group Systems and have assumed managerial responsibility
of Bresnan Communications Group Systems cable television system operations and
construction. As compensation for these services, Bresnan Communications Group
Systems pays a monthly fee calculated pursuant to certain agreed upon formulas.
Such charges totaled $11,746, $11,801 and $13,086 and have been included in
selling, general and administrative expenses for years ended December 31, 1996,
1997 and 1998, respectively.
(7) COMMITMENTS AND CONTINGENCIES
On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"). In 1993 and 1994,
the Federal Communications Commission ("FCC") adopted certain rate regulations
required by the 1992 Cable Act and imposed a moratorium on certain rate
increases. As a result of such actions, Bresnan Communications Group Systems'
basic and tier service rates and its equipment and installation charges (the
"Regulated Services") are subject to the jurisdiction of local franchising
authorities and the FCC. Basic and tier service rates are evaluated against
competitive benchmark rates as published by the FCC, and equipment and
installation charges are based on actual costs. Any rates for Regulated Services
that exceeded the benchmarks were reduced as required by the 1993 and 1994 rate
regulations. The rate regulations do not apply to the relatively few systems
F-483
<PAGE> 628
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
which are subject to "effective competition" or to services offered on an
individual service basis, such as premium movie and pay-per-view services.
Bresnan Communications Group Systems believes that it has complied in all
material respects with the provisions of the 1992 Cable Act, including its rate
setting provisions. However, Bresnan Communications Group Systems' rates for
Regulated Services are subject to review by the FCC, if a complaint has been
filed by a customer, or the appropriate franchise authority, if such authority
has been certified by the FCC to regulate rates. If, as a result of the review
process, a system cannot substantiate its rates, it could be required to
retroactively reduce its rates to the appropriate benchmark and refund the
excess portion of rates received. Any refunds of the excess portion of tier
service rates would be retroactive to the date of complaint. Any refunds of the
excess portion of all other Regulated Service rates would be retroactive to one
year prior to the implementation of the rate reductions.
Certain of Bresnan Communications Group Systems' individual systems have
been named in purported class actions in various jurisdictions concerning late
fee charges and practices. Certain of Bresnan Communications Group Systems'
cable systems charge late fees to customers who do not pay their cable bills on
time. Plaintiffs generally allege that the late fees charged by such cable
systems are not reasonably related to the costs incurred by the cable systems as
a result of the late payment. Plaintiffs seek to require cable systems to
provide compensation for alleged excessive late fee charges for past periods.
These cases are at various stages of the litigation process. 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 or
results of operations of Bresnan Communications Group Systems.
BCCLP entered into three letters of intent with three different cable
operators pursuant to which the BCCLP intends to sell a small cable television
system in Michigan and acquire cable television systems in both Michigan and
Minnesota. These transactions would result in a net cost to the BCCLP of
approximately $63,000, $2,000 was deposited for the acquisition in Michigan.
BCCLP expects to fund these transactions through the use of restricted cash,
cash flow from operations and additional borrowings.
Bresnan Communications Group Systems has other contingent liabilities
related to legal proceedings and other matters arising in the ordinary course of
business. Although it is reasonably possible Bresnan Communications Group
Systems may incur losses upon conclusion of such matters, an estimate of any
loss or range of loss cannot be made. In the opinion of the management, it is
expected that amounts, if any, which may be required to satisfy such
contingencies will not be material in relation to the accompanying combined
financial statements.
Bresnan Communications Group Systems leases business offices, has entered
into pole attachment agreements and uses certain equipment under lease
arrangements. Rental expense under such arrangements amounted to $3,208, $3,221
and $2,833 in 1996, 1997 and 1998, respectively.
Future minimum lease payments under noncancelable operating leases are
estimated to approximate $2,240 per year for each of the next five years.
It is expected that, in the normal course of business, expiring leases will
be renewed or replaced by leases on the same or similar properties.
F-484
<PAGE> 629
BRESNAN COMMUNICATIONS GROUP SYSTEMS
(A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996, 1997 AND 1998
(IN THOUSANDS)
During 1998, TCI and BCCLP have continued enterprise-wide, comprehensive
efforts to assess and remediate their respective computer systems and related
software and equipment to ensure such systems, software and equipment will
recognize, process and store information in the year 2000 and thereafter. Such
year 2000 remediation efforts, which encompass the TCI Bresnan Systems and the
Bresnan Entities, respectively, include an assessment of their most critical
systems, such as customer service and billing systems, headends and other cable
plant, business support operations, and other equipment and facilities. TCI and
BCCLP also continued their efforts to verify the year 2000 readiness of their
significant suppliers and vendors and continued to communicate with significant
business partners' and affiliates to assess such partners and affiliates' year
2000 status.
TCI and BCCLP have formed year 2000 program management teams to organize
and manage their year 2000 remediation efforts. The program management teams are
responsible for overseeing, coordinating and reporting on their respective year
2000 remediation efforts. Upon consummation of the TCI Transaction, assessment
and remediation of year 2000 issues for the TCI Bresnan Systems became the
responsibility of BCCLP.
During 1998, the project management teams continued their surveys of
significant third-party vendors and suppliers whose systems, services or
products are important to their operations (e.g., suppliers of addressable
controllers and set-top boxes, and the provider of billing services). The year
2000 readiness of such providers is critical to continued provision of cable
service.
TCI and BCCLP have instituted a verification process to determine the
vendors' year 2000 readiness. Such verification includes, as deemed necessary,
reviewing vendors' test and other data and engaging in regular conferences with
vendors' year 2000 teams. TCI and BCCLP are also requiring testing to validate
the year 2000 compliance of certain critical products and services.
The failure to correct a material year 2000 problem could result in an
interruption or failure of certain important business operations. There can be
no assurance that the systems of Bresnan Communications Group Systems or the
systems of other companies on which they rely will be converted in time, or that
any such failure to convert by the Bresnan Communications Group Systems or other
companies will not have a material adverse effect on the financial position,
results of operations or cash flows of Bresnan Communications Group Systems.
F-485
<PAGE> 630
UNDERWRITING
CCI and the underwriters for the U.S. offering (the "U.S. underwriters")
named below have entered into an underwriting agreement with respect to the
Class A common stock being offered in the United States and Canada. Subject to
certain conditions, each U.S. underwriter has severally agreed to purchase the
number of shares indicated in the following table. Goldman, Sachs & Co., Bear,
Stearns & Co. Inc., Morgan Stanley & Co. Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Salomon Smith Barney Inc., A. G. Edwards & Sons, Inc. and M. R.
Beal & Company are the representatives of the U.S. underwriters.
<TABLE>
<CAPTION>
Number of
U.S. Underwriters Shares
----------------- ---------
<S> <C>
Goldman, Sachs & Co.........................................
Bear, Stearns & Co. Inc.....................................
Morgan Stanley & Co. Incorporated...........................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
Salomon Smith Barney Inc....................................
A. G. Edwards & Sons, Inc...................................
M. R. Beal & Company........................................
Total.............................................
-------
=======
</TABLE>
----------------------
If the U.S. underwriters sell more shares than the total number set forth
in the table above, the U.S. underwriters have an option to buy up to an
additional shares from CCI to cover such sales. They may exercise that
option for 30 days. If any shares are purchased pursuant to this option, the
underwriters will severally purchase shares in approximately the same proportion
as set forth in the table above.
The following table shows the per share and total underwriting discounts
and commissions to be paid to the U.S. underwriters by CCI. Such amounts are
shown assuming both no exercise and full exercise of the U.S. underwriters'
option to purchase additional shares.
<TABLE>
<CAPTION>
Paid by Charter
----------------------------
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per share.................................................. $ $
Total...................................................... $ $
</TABLE>
Shares sold by the underwriters to the public are being offered at the
initial public offering price set forth on the cover page of this prospectus.
Any shares sold by the underwriters to securities dealers may be sold at a
discount of up to $ per share from the initial public offering price. Any
such securities dealers may resell any shares purchased from the underwriters to
certain other brokers or dealers at a discount of up to $ per share from the
initial public offering price. If all of the shares are not sold at the initial
public offering price, the representatives may change the offering price and the
other selling terms.
CCI and Charter Holdco have entered into an underwriting agreement with the
underwriters for the sale of Class A common stock outside of the United States
and Canada. The terms and conditions of both offerings are the same and the sale
of shares in both offerings are conditioned on each other. Goldman Sachs
International, Bear, Stearns International Limited, Morgan
U-1
<PAGE> 631
Stanley & Co. International Limited, Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch International and Salomon Brothers International are
representatives of the underwriters for the international offering outside of
the United States and Canada (the "international underwriters"). CCI has granted
the international underwriters a similar option to purchase up to an aggregate
of an additional shares.
The underwriters for both of the offerings have entered into an agreement
in which they have agreed to restrictions on where and to whom they and any
dealer purchasing from them may offer shares as a part of the distribution of
the shares. The underwriters have also agreed that they may sell shares among
each of the underwriting groups.
CCI, all of its directors and executive officers, Charter Investment and
Vulcan III have agreed not to dispose of or hedge any of their Class A common
stock or their Charter Holdco membership units or securities convertible into or
exchangeable for Class A common stock or membership units during the period from
the date of this prospectus continuing through the date 180 days after the date
of this prospectus, except with the prior written consent of Goldman, Sachs &
Co. See "Shares Eligible for Future Sale" for a discussion of certain transfer
restrictions.
Prior to the offering, there has been no public market for the shares. The
initial public offering price will be negotiated among CCI and the
representatives. Among the factors to be considered in determining the initial
public offering price of the shares, in addition to prevailing market
conditions, will be our historical performance, estimates of our business
potential and our earnings prospects, an assessment of our management and the
consideration of the above factors in relation to market valuation of companies
in related businesses.
CCI intends to have the Class A common stock included for quotation on the
Nasdaq National Market under the symbol " ".
In connection with the offering, the underwriters may purchase and sell
shares of Class A common stock in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a
greater number of shares than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the Class A
common stock while the offering is in progress.
The underwriters may impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased shares sold by or
for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the Class A common stock. As a result, the price of
the Class A common stock may be higher than the price that otherwise might exist
in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. These transactions may be effected on the
Nasdaq National Market, in the over-the-counter market or otherwise.
The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.
CCI estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately $
.
CCI and its subsidiary Charter Holdco have agreed to indemnify the several
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
U-2
<PAGE> 632
At our request, the underwriters have reserved for sale at the initial
public offering price up to % of the shares offered by us to be sold to our
directors, officers, employees and business associates. The number of shares
available for sale to the general public will be reduced to the extent such
shares are purchased. Any of these reserved shares not so purchased will be
offered by the underwriters on the same basis as the shares offered hereby.
At our request, the underwriters will reserve up to $12 million of Class A
common stock at the initial public offering price for sale to specified sellers
of the Helicon cable systems. This would represent shares of Class A
common stock, calculated at the mid-point of the range set forth on the cover
page of this prospectus.
Certain of the underwriters and their affiliates have in the past provided,
and may in the future from time to time provide, investment banking and general
financing and banking services to Charter Holdco and its affiliates for which
they have in the past received, and may in the future receive, customary fees.
This prospectus may be used by the underwriters and other dealers in
connection with offers and sales of the shares, including sales of shares
initially sold by the underwriters in the offering being made outside of the
United States, to persons located in the United States.
U-3
<PAGE> 633
GLOSSARY
ACCESS PROVIDER: A company that provides telecommunication connection to
the Internet.
AMPLIFIER: A device used to compensate for signal loss caused by coaxial
cable and passive device losses.
ANALOG: Pertaining to signals in the form of continuously variable
electrical quantities.
ANALOG CHANNEL: A communication channel on which the information is
transmitted in analog form. Voice-grade channels are analog channels.
ANALOG CONVERTER: A device which converts an analog signal to a digital
signal.
BANDWIDTH: A measure of the information-carrying capacity of a
communication channel. It is the range of usable frequencies that can be carried
by a cable television system.
BASIC CABLE SERVICE: The service that cable customers receive for the
threshold fee. This service usually includes local television stations, some
distant signals and perhaps one or more non-broadcast services.
BASIC CUSTOMERS: Customers who receive basic cable service.
BASIC PROGRAMMING: Programming which includes a variety of entertainment
programming, locally originated programming and the retransmission of local
broadcast stations.
BROADBAND: Any network able to deliver a multitude of channels and/or
services to its users or customers. It generally refers to cable television
systems. Synonymous with wideband.
BROADCAST SIGNAL CARRIAGE: The transmission of broadcast television
signals over a cable system to cable customers.
CABLE: One or more electrical or optical conductors found within a
protective sheathing.
CABLE MODEM: A peripheral device attached to a personal computer that
allows the user to send and receive data over a cable system.
CABLE PROGRAMMING SERVICE TIER: Expanded basic programming, which offers
more services than basic programming.
CABLE TELEVISION: A broadband communications technology in which multiple
television channels as well as audio and video signals are transmitted either
one way or bi-directionally through a distribution system to single or multiple
specified locations.
CARRIAGE: The carrying of certain television station signals on the cable
system's channels.
CHANNEL CAPACITY: The number of channels that can be simultaneously
carried on the cable system. Generally defined in terms of the number of analog
(6 MHz) channels.
CHIPS: The physical structure upon which integrated circuits are
fabricated as components of telephone systems, computers, memory systems, etc.
CLUSTER CODES: Identifying customers by marketing type, such as young
professionals, retirees or families.
CLUSTER: Where owned cable systems are within the same geographic
proximity to other cable systems.
COAXIAL CABLE: A type of cable used for broadband data and cable systems.
Composed of a center conductor, insulating dielectric, conductive shield, and
optional protective covering, this type of cable has excellent broadband
frequency characteristics, noise immunity and physical durability. The cable is
connected from each node to individual homes or buildings. Synonymous with coax.
G-1
<PAGE> 634
CO-LOCATED CABLE SYSTEMS: Cable systems serving an overlapping territory.
CONVERTER: A set-top device added in front of a subscriber's television
receiver to change the frequency of the cable television signals to a suitable
channel that the television receiver is able to tune and to allow access to
premium programming.
COST-OF-SERVICE REGULATION: 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.
DATA TRANSMISSION SERVICE: Private network services interconnecting
location for a customer.
DIGITAL: Technology that uses discrete levels (usually 0 and 1) to
represent characters or numbers.
DIGITAL ADVERTISING INSERTION: The insertion of local, regional and
national programming.
DIGITAL TELEVISION OR DTV: Cable television service provided through
digital technology.
DIRECT BROADCAST SATELLITE OR DBS: A satellite service of one or more
entertainment or information program channels that can be received directly
using an antenna on the subscriber's premises.
ELECTRONIC COMMERCE: Conducting business and financial transactions
through broadband interactivity and internet services.
EXPANDED BASIC: A cable programming service tier that offers more services
than basic programming.
FEDERAL COMMUNICATIONS COMMISSION OR FCC: The United States government
agency established in 1934 to regulate electronic communications.
FIBER OPTICS: A communication medium that uses hair-thin glass fibers to
transmit signals over long distances with minimum signal loss or distortion.
FRANCHISING AUTHORITY: The municipal, county or state government entity
that grants a cable operator a franchise to construct and operate a cable
television system within the bounds of that entity's governmental authority.
HEADEND: The control center of a cable television system, where incoming
signals are amplified, converted, processed and combined into a multiplex along
with an origination cablecasting, for transmission to customers.
HIGH SPEED CABLE ACCESS: High speed access to the worldwide web that is
provided over the cable hybrid fiber coaxial plant.
HIGH SPEED INTERNET ACCESS: High speed access to the worldwide web that is
provided over the cable hybrid fiber coaxial plant.
HOMES PASSED: 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.
HYBRID FIBER OPTIC/COAXIAL ARCHITECTURE, OR HFC ARCHITECTURE: A type of
distribution network used.
IMPULSE PAY-PER-VIEW: The ability for the subscriber to select
pay-per-view programming selections through the cable system without placing a
separate telephone call.
INTERACTIVE CABLE SYSTEM: A network that has the capability of information
flow in both directions. Examples include impulse Pay-per-view, interactive
data, and telephony service.
G-2
<PAGE> 635
INTERACTIVE PROGRAM GUIDE: A comprehensive guide to television program
listings that can be accessed by network, time, date or genre.
INTERACTIVE SERVICES: Services that have the capability of information
flow in both directions.
INTERNET PROTOCOL TELEPHONY: Technology that allows telephone services to
be conducted over the internet.
LOCAL AREA NETWORKS OR LANS: Permit networks of computers to be connected
within a given area.
LOCAL EXCHANGE CARRIER: A local phone company.
MODEMS: Equipment which converts digital signals to analog signals and
vice-versa. Modems are used to send digital data signals over the telephone
network, which usually is analog.
MULTICHANNEL, MULTIPOINT DISTRIBUTION SERVICE OR MMDS: A collection of
various multipoint distribution services and instructional television fixed
service omnidirectional microwave radio authorizations that can be combined to
provide up to 28 channels of entertainment, education and information. Also
known as wireless cable.
MULTIPLE DWELLING UNITS OR MDU'S: Units that include condominiums,
apartment complexes and private residential communities.
MULTIPLE SYSTEM OPERATOR OR MSO: An organization that operates more than
one cable television system.
MULTIPLEXING: The simultaneous carrying of two or more signals over a
common transmission medium.
MUST CARRY: Broadcast signal carriage requirement that allows local
commercial television broadcast stations to require a cable system to carry the
station.
NATIONAL CABLE TELEVISION ASSOCIATION OR NCTA: The Washington, D.C.-based
trade association for the cable television industry.
NODE: A single connection to a cable system's main high-capacity
fiberoptic cable that is shared by a number of customers.
OPTICAL FIBER: An extremely thin, flexible thread of pure glass able to
carry thousands of times the information possible with traditional copper wire.
OVERBUILD: The construction of a second, competing network in a franchise
area already served by an existing network.
PAY-PER-VIEW: Usage-based fee structure used sometimes in cable television
programming in which the user is charged a price for individual programs
requested.
PENETRATION: In areas where cable television is available, the percentage
of households passed by cable distribution facilities that subscribe to the
service.
POINT-TO-POINT SERVICES: Services which involve a private circuit,
conversation or teleconference in which there is one person at each end, usually
connected by some dedicated transmission line.
POLE ATTACHMENTS: Cable wires that are attached to poles.
PREMIUM CHANNELS: Channels that provide unedited commercial-free movies,
sports and other special event entertainment programming.
PREMIUM UNITS: The total number of subscriptions to premium channels.
G-3
<PAGE> 636
PROGRAMMING: The news, entertainment, information resources and
educational presentations carried on a cable system or broadcast by a radio or
television station.
RETRANSMISSION CONSENT: 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 station.
REVERSE SIGNAL INTERFERENCE: Interference that can occur when you have
two-way communication capability.
SATELLITE: An orbiting space station 22,500 miles above the earth,
primarily used to relay signals from one point on the earth's surface to one or
many other points. A geosynchronous or stationary satellite orbits the earth
exactly in synchronization with the earth's rotation and can be communicated
with using fixed non-steerable antennas located within the satellite's
footprint.
SATELLITE MASTER ANTENNA TELEVISION SYSTEM OR SMATV: A system wherein one
central antenna is used to receive signals, either broadcast or satellite, and
deliver them to a concentrated grouping of television sets, such as might be
found in apartments, hospitals, hotels, etc.
SET-TOP CONVERTER BOX: See "Converter."
SHEATH MILES: The actual length of cable in route miles.
SUBSCRIPTION TELEVISION INDUSTRY: The providers of paid television
service, including cable, DBS, MMDS, and SMATV companies, and excluding
broadcast companies that transmit their signal to customers without assessing a
subscription fee.
SWITCHING TECHNOLOGIES: Standard technologies used to connect the public
switch telephone network.
SYNDICATED PROGRAM EXCLUSIVITY: 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.
TELEPHONE RETURN PATH SERVICE: Using the telephone to connect to the
internet to transmit data when the hybrid fiber coaxial plant is used as the
path to receive data.
TELEPHONY: The use or operation of an apparatus for transmission of voice
signals between widely removed points, with or without connecting wires.
TERRESTRIALLY DELIVERED PROGRAMMING: Programming delivered other than by
satellite.
TIER OR TIERED SERVICE: Different packages of programs and services on
cable television systems, for different prices; a marketing approach that
divides services into more levels than simply basic and pay services.
TIERED PACKAGING STRATEGIES: Marketing plans for offering customers
multiple programming services together for a bundled price.
TIER RATE: The price charged for a particular level of packaged
programming services.
TIER REGULATION: The rate regulation of a particular level of packaged
programming services, typically referring to the expanded basic level of
services.
TRADE PAYABLES: Account payables to vendors, suppliers and service
providers.
TRANSPONDER: That portion of a satellite used for reception and
retransmission of a signal or signals.
G-4
<PAGE> 637
TURNKEY SERVICE: A complete service including sales, marketing,
installation, service and support.
TWO-WAY CAPABILITY: The ability to have bandwidth available for upstream
or two-way communication.
VIDEO-ON-DEMAND: A service that allows many users to request the same
videos at the same time or any time.
VIDEO PROGRAMMING SERVICE: An offering of television shows.
WIDE AREA NETWORK: A data network typically extending a local area network
outside the building over telephone common carrier lines to link to other local
area networks in remote buildings in possibly remote cities.
G-5
<PAGE> 638
------------------------------------------------------
------------------------------------------------------
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary................... 1
Risk Factors......................... 12
Use of Proceeds...................... 23
Dividend Policy...................... 24
Capitalization....................... 25
Dilution............................. 28
Unaudited Pro Forma Financial
Statements......................... 29
Unaudited Selected Historical
Combined Financial and Operating
Data............................... 50
Selected Historical Financial Data... 52
Management's Discussion and Analysis
of Financial Condition And Results
of Operations...................... 53
Business............................. 65
Regulation and Legislation........... 94
Management........................... 101
Principal Stockholders............... 110
Certain Relationships and Related
Transactions....................... 111
Description of Certain
Indebtedness....................... 118
Description of Capital Stock and
Membership Units................... 130
Shares Eligible for Future Sale...... 135
Certain United States Tax
Consequences for Non-United States
Holders............................ 136
Legal Matters........................ 140
Experts.............................. 140
Index to Consolidated Financial
Statements......................... F-1
Underwriting......................... U-1
Glossary............................. G-1
</TABLE>
Through and including , 1999 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating is offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Shares
CHARTER
COMMUNICATIONS, INC.
Class A Common Stock
[Charter Communications Logo]
A Wired World Company
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
MORGAN STANLEY DEAN WITTER
DONALDSON, LUFKIN & JENRETTE
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
A. G. EDWARDS & SONS, INC.
M. R. BEAL & COMPANY
Representatives of the Underwriters
------------------------------------------------------
------------------------------------------------------
<PAGE> 639
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses, other than underwriting
discounts and commissions, to be paid in connection with the sale of the Class A
common stock being registered, all of which will be paid by the Registrant. All
amounts are estimates except the registration fee, the Nasdaq National Market
listing fee and the NASD filing fee.
<TABLE>
<S> <C>
Registration fee............................................ $959,100
Nasdaq National Market listing fee.......................... *
NASD filing fee............................................. 30,500
Accounting fees and expenses................................ *
Legal fees and expenses..................................... *
Blue Sky fees and expenses.................................. *
Printing and engraving expenses............................. *
Transfer agent and registrar fees........................... *
Miscellaneous expenses...................................... *
--------
Total............................................. $ *
========
</TABLE>
- ---------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION UNDER THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
REGISTRANT
The Registrant's certificate of incorporation provides that a director of
the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the directors' duty of loyalty to
the Registrant or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation law; or (iv) for any
transaction from which the director derived an improper personal benefit. The
Registrant's bylaws require the Registrant to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed proceeding by reason of the fact that he is or was a director or
officer of the Registrant, or any other person designated by the board of
directors (which may include any person serving at the request of the Registrant
as a director, officer, employee, agent, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise), in each case, against certain liabilities (including
damages, judgments, amounts paid in settlement, fines, penalties and expenses),
except where such indemnification is expressly prohibited by applicable law,
where such person has engaged in willful misconduct or recklessness or where
such indemnification has been determined to be unlawful. Such indemnification as
to expenses is mandatory to the extent the individual is successful on the
merits of the matter.
INDEMNIFICATION UNDER THE DELAWARE GENERAL CORPORATION LAW
Section 145 of the Delaware General Corporation Law, authorizes a
corporation to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other
II-1
<PAGE> 640
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the person's conduct
was unlawful. In addition, the Delaware General Corporation Law permits
indemnification only for expenses (including attorneys fees) in connection with
an action or suit by or in the right of the corporation, and, in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, such indemnification is permitted only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses, which such court shall deem proper. To the extent
that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter, such
person shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by such person.
INDEMNIFICATION UNDER THE LIMITED LIABILITY COMPANY AGREEMENT OF CC HOLDINGS
The limited liability company agreement of CC Holdings, entered into as of
February 9, 1999, by Charter Investment as the initial member, provides that the
members, the manager, the directors, their affiliates or any person who at any
time serves or has served as a director, officer, employee or other agent of any
member or any such affiliate, and who, in such capacity, engages or has engaged
in activities on behalf of CC Holdings, shall be indemnified and held harmless
by CC Holdings to the fullest extent permitted by law from and against any
losses, damages, expenses, including attorneys' fees, judgments and amounts paid
in settlement actually and reasonably incurred by or in connection with any
claim, action, suit or proceeding arising out of or incidental to such
indemnifiable person's conduct or activities on behalf of CC Holdings.
Notwithstanding the foregoing, no indemnification is available under the limited
liability company agreement in respect of any such claim adjudged to be
primarily the result of bad faith, willful misconduct or fraud of an
indemnifiable person. Payment of these indemnification obligations shall be made
from the assets of CC Holdings and the members shall not be personally liable to
an indemnifiable person for payment of indemnification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The Registrant has not issued any common stock prior to the offering.
Concurrently with the consummation of the offering to which this registration
statement relates, Paul G. Allen, Jerald L. Kent, Barry L. Babcock and Howard L.
Wood will each purchase shares of Class B common stock for an
aggregate purchase price of $ . The offering and sale of the shares of
common stock will not be registered under the Securities Act of 1933 because the
offering and sales will be made in reliance on the exemption provided by Section
4(2) of the Securities Act of 1933 and Rule 506 thereunder for transactions by
an issuer not involving a public offering.
II-2
<PAGE> 641
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBITS
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement by and among Registrant and
the underwriters*
2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC*
2.2(a) Membership Purchase Agreement, dated as of January 1, 1999,
by and between ACEC Holding Company, LLC and Charter
Communications, Inc. (now known as Charter Investment,
Inc.)*
2.2(b) Assignment of Membership Purchase Agreement, dated as of
February 23, 1999, by and between Charter Communications,
Inc. (now known as Charter Investment, Inc.) and Charter
Communications Entertainment II, LLC*
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 known as Charter
Investment, Inc.)*
2.3(b) Assignment of Asset Purchase Agreement, dated as of February
23, 1999, by and between Charter Communications, Inc. (now
known as Charter Investment, Inc.) and Charter
Communications Entertainment I, LLC*
2.4 Purchase Agreement, dated as of February 23, 1999, by and
among Charter Communications, Inc. (now known as Charter
Investment, Inc.), Charter Communications, LLC, Renaissance
Media Holdings LLC and Renaissance Media Group LLC*
2.5 Purchase Agreement, dated as of March 22, 1999, among
Charter Communications, Inc. (now known as 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.*
2.6(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between Intermedia Partners of West Tennessee, L.P. and
Charter Communications, LLC*
2.6(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC*
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*
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.*
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.*
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*
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
known as Charter Investment, Inc.)*
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 known
as Charter Investment, Inc.)*
</TABLE>
II-3
<PAGE> 642
<TABLE>
<S> <C>
2.7(c) RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Communications, Inc.
(now known as Charter Investment, Inc.)*
2.7(d) Assignment of Purchase Agreement with Interlink, dated as of
June 30, 1999, by and between Charter Communications, Inc.
(now known as Charter Investment, Inc.) and Charter
Communications Operating, LLC*
2.7(e) Assignment of Purchase Agreement with Rifkin, dated as of
June 30, 1999, by and between Charter Communications, Inc.
(now known as Charter Investment, Inc.) and Charter
Communications Operating, LLC*
2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Communications, Inc. (now known
as Charter Investment, Inc.) and Charter Communications
Operating, LLC*
2.8 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 known as Charter Investment,
Inc.)*
2.9 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 known as Charter Investment,
Inc.)*
2.10 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 known as
Charter Investment, Inc.*
2.11 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
known as Charter Investment, Inc.)*
3.1 Certificate of Incorporation of Registrant*
3.2 Bylaws of Registrant*
4.1 Form of certificate evidencing shares of Class A common
stock*
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP regarding
legality of the securities being registered*
10.1 Credit Agreement, dated as of March 18, 1999, between
Charter Communications Operating, LLC and certain lenders
and agents named therein*
10.2 Amended and Restated Management Agreement, dated March 17,
1999, between Charter Communications Operating, LLC and
Charter Communications, Inc. (now known as Charter
Investment, Inc.)*
10.3 Consulting Agreement, dated as of March 10, 1999, by and
between Vulcan Northwest Inc., Charter Communications, Inc.
(now known as Charter Investment, Inc.) and Charter
Communications Holdings, LLC*
</TABLE>
II-4
<PAGE> 643
<TABLE>
<S> <C>
10.4 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*
10.5 Exchange and Registration Rights Agreement, dated March 17,
1999, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., NationsBanc Montgomery Securities LLC, Salomon
Smith Barney Inc., Credit Lyonnais Securities (USA), Inc.,
First Union Capital Markets Corp., Prudential Securities
Incorporated, TD Securities (USA) Inc., CIBC Oppenheimer
Corp. and Nesbitt Burns Securities Inc., relating to the
8.250% Senior Notes due 2007*
10.6 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*
10.7 Exchange and Registration Rights Agreement, dated March 17,
1999, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., NationsBanc Montgomery Securities LLC, Salomon
Smith Barney Inc., Credit Lyonnais Securities (USA), Inc.,
First Union Capital Markets Corp., Prudential Securities
Incorporated, TD Securities (USA) Inc., CIBC Oppenheimer
Corp. and Nesbitt Burns Securities Inc., relating to the
8.625% Senior Notes due 2009*
10.8 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*
10.9 Exchange and Registration Rights Agreement, dated March 17,
1999, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., NationsBanc Montgomery Securities LLC, Salomon
Smith Barney Inc., Credit Lyonnais Securities (USA), Inc.,
First Union Capital Markets Corp., Prudential Securities
Incorporated, TD Securities (USA) Inc., CIBC Oppenheimer
Corp. and Nesbitt Burns Securities Inc., relating to the
9.920% Senior Discount Notes due 2011*
10.10 Charter Communications Holdings, LLC 1999 Option Plan*
10.11 Membership Interests Purchase Agreement, dated July ,
1999, by and between Charter Communications Holding Company,
LLC and Paul G. Allen*
21.1 Subsidiaries of Registrant*
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained
in Exhibit No. 5.1)*
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of KPMG LLP
23.7 Consent of PricewaterhouseCoopers LLP
23.8 Consent of PricewaterhouseCoopers LLP
23.9 Consent of Ernst & Young LLP
23.10 Consent of PricewaterhouseCoopers LLP
23.11 Consent of PricewaterhouseCoopers LLP
</TABLE>
II-5
<PAGE> 644
<TABLE>
<S> <C>
23.12 Consent of Greenfield, Altman, Brown, Berger & Katz, P.C.
23.13 Consent of PricewaterhouseCoopers LLP
23.14 Consent of KPMG LLP
23.15 Consent of Ernst & Young LLP
23.16 Consent of KPMG LLP
23.17 Consent of KPMG LLP
23.18 Consent of Ernst & Young LLP
23.19 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the signature page hereto)
27.1 Financial Data Schedule*
</TABLE>
- ---------------
* To be filed by amendment.
FINANCIAL STATEMENT SCHEDULES
Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE> 645
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Charter
Communications, Inc. has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Louis, State of Missouri on July 27, 1999.
CHARTER COMMUNICATIONS, INC.
By: /s/ CURTIS S. SHAW
------------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Curtis S. Shaw his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this registration statement, and including any
registration statement under Rule 426(b) relating thereto, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in, and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute and
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ PAUL G. ALLEN Chairman of the Board of Directors July 27, 1999
- ------------------------------------
Paul G. Allen
/s/ JERALD L. KENT President, Chief Executive Officer and Director July 27, 1999
- ------------------------------------ (Principal Executive Officer)
Jerald L. Kent
/s/ WILLIAM D. SAVOY Director July 27, 1999
- ------------------------------------
William D. Savoy
/s/ KENT D. KALKWARF Senior Vice President and Chief Financial Officer July 27, 1999
- ------------------------------------ (Principal Financial Officer and Principal Accounting
Kent D. Kalkwarf Officer)
</TABLE>
II-7
<PAGE> 646
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
1.1 Form of Underwriting Agreement by and among Registrant and
the underwriters*
2.1 Merger Agreement, dated March 31, 1999, by and between
Charter Communications Holdings, LLC and Marcus Cable
Holdings, LLC*
2.2(a) Membership Purchase Agreement, dated as of January 1, 1999,
by and between ACEC Holding Company, LLC and Charter
Communications, Inc. (now known as Charter Investment,
Inc.)*
2.2(b) Assignment of Membership Purchase Agreement, dated as of
February 23, 1999, by and between Charter Communications,
Inc. (now known as Charter Investment, Inc.) and Charter
Communications Entertainment II, LLC*
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 known as Charter
Investment, Inc.)*
2.3(b) Assignment of Asset Purchase Agreement, dated as of February
23, 1999, by and between Charter Communications, Inc. (now
known as Charter Investment, Inc.) and Charter
Communications Entertainment I, LLC*
2.4 Purchase Agreement, dated as of February 23, 1999, by and
among Charter Communications, Inc. (now known as Charter
Investment, Inc.), Charter Communications, LLC, Renaissance
Media Holdings LLC and Renaissance Media Group LLC*
2.5 Purchase Agreement, dated as of March 22, 1999, among
Charter Communications, Inc. (now known as 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.*
2.6(a) Asset and Stock Purchase Agreement, dated April 20, 1999,
between Intermedia Partners of West Tennessee, L.P. and
Charter Communications, LLC*
2.6(b) Stock Purchase Agreement, dated April 20, 1999, between TCID
1P-V, Inc. and Charter Communications, LLC*
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*
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.*
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.*
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*
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
known as Charter Investment, Inc.)*
</TABLE>
<PAGE> 647
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
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 known
as Charter Investment, Inc.)*
2.7(c) RAP Indemnity Agreement, dated April 26, 1999, by and among
the sellers listed therein and Charter Communications, Inc.
(now known as Charter Investment, Inc.)*
2.7(d) Assignment of Purchase Agreement with Interlink, dated as of
June 30, 1999, by and between Charter Communications, Inc.
(now known as Charter Investment, Inc.) and Charter
Communications Operating, LLC*
2.7(e) Assignment of Purchase Agreement with Rifkin, dated as of
June 30, 1999, by and between Charter Communications, Inc.
(now known as Charter Investment, Inc.) and Charter
Communications Operating, LLC*
2.7(f) Assignment of RAP Indemnity Agreement, dated as of June 30,
1999, by and between Charter Communications, Inc. (now known
as Charter Investment, Inc.) and Charter Communications
Operating, LLC*
2.8 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 known as Charter Investment,
Inc.)*
2.9 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 known as Charter Investment,
Inc.)*
2.10 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 known as
Charter Investment, Inc.)*
2.11 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*
3.1 Certificate of Incorporation of Registrant*
3.2 Bylaws of Registrant*
4.1 Form of certificate evidencing shares of Class A common
stock*
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP regarding
legality of the securities being registered*
10.1 Credit Agreement, dated as of March 18, 1999, between
Charter Communications Operating, LLC and certain lenders
and agents named therein*
</TABLE>
<PAGE> 648
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
10.2 Amended and Restated Management Agreement, dated March 17,
1999, between Charter Communications Operating, LLC and
Charter Communications, Inc. (now known as Charter
Investment, Inc.)*
10.3 Consulting Agreement, dated as of March 10, 1999, by and
between Vulcan Northwest Inc., Charter Communications, Inc.
(now known as Charter Investment, Inc.) and Charter
Communications Holdings, LLC*
10.4 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*
10.5 Exchange and Registration Rights Agreement, dated March 17,
1999, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., NationsBanc Montgomery Securities LLC, Salomon
Smith Barney Inc., Credit Lyonnais Securities (USA), Inc.,
First Union Capital Markets Corp., Prudential Securities
Incorporated, TD Securities (USA) Inc., CIBC Oppenheimer
Corp. and Nesbitt Burns Securities Inc., relating to the
8.250% Senior Notes due 2007*
10.6 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*
10.9 Exchange and Registration Rights Agreement, dated March 17,
1999, by and among Charter Communications Holdings, LLC,
Charter Communications Holdings Capital Corporation,
Goldman, Sachs & Co., Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Bear, Stearns &
Co. Inc., NationsBanc Montgomery Securities LLC, Salomon
Smith Barney Inc., Credit Lyonnais Securities (USA), Inc.,
First Union Capital Markets Corp., Prudential Securities
Incorporated, TD Securities (USA) Inc., CIBC Oppenheimer
Corp. and Nesbitt Burns Securities Inc., relating to the
9.920% Senior Discount Notes due 2011*
10.10 Charter Communications Holdings, LLC 1999 Option Plan*
10.11 Membership Interests Purchase Agreement, dated July ,
1999, by and between Charter Communications Holding Company,
LLC and Paul G. Allen*
21.1 Subsidiaries of Registrant*
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (contained
in Exhibit No. 5.1)*
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Ernst & Young LLP
23.6 Consent of KPMG LLP
23.7 Consent of PricewaterhouseCoopers LLP
23.8 Consent of PricewaterhouseCoopers LLP
23.9 Consent of Ernst & Young LLP
23.10 Consent of PricewaterhouseCoopers LLP
23.11 Consent of PricewaterhouseCoopers LLP
23.12 Consent of Greenfield, Altman, Brown, Berger & Katz, P.C.
23.13 Consent of PricewaterhouseCoopers LLP
</TABLE>
<PAGE> 649
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- -------- ----------- --------
<S> <C> <C>
23.14 Consent of KPMG LLP
23.15 Consent of Ernst & Young LLP
23.16 Consent of KPMG LLP
23.17 Consent of KPMG LLP
23.18 Consent of Ernst & Young LLP
23.19 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the signature page hereto)
27.1 Financial Data Schedule*
</TABLE>
- ---------------
* To be filed by amendment.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
covering the audited financial statements of Charter Communications, Inc.,
Charter Communications Holding Company, LLC, CCA Group, CharterComm Holdings,
L.P., Long Beach Acquisition Corp., Sonic Communications Cable Television
Systems, and Greater Media Cablevision Systems (and to all references to our
Firm) included in or made a part of this registration statement.
/s/ ARTHUR ANDERSEN LLP
ST. LOUIS, MISSOURI
JULY 22, 1999
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Charter Communications, Inc.:
We consent to the use of our report on the consolidated balance sheets of Marcus
Cable Company, L.L.C. and subsidiaries as of December 31, 1997 and the related
consolidated statements of operations, members' equity and cash flows for the
period from April 23, 1998 to December 23, 1998 and the consolidated statements
of operations, partners' capital (deficit) and cash flows for the period from
January 1, 1998 to April 22, 1998 and for each of the years in the two-year
period ended December 31, 1997 included herein and to the reference to our firm
under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Dallas, Texas
July 22, 1999
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 22, 1999 (except for Note 11, as to which
the date is February 24, 1999), with respect to the consolidated financial
statements of Renaissance Media Group LLC included in the Registration Statement
on Form S-1 and related Prospectus of Charter Communications, Inc. for the
registration of shares of its Class A Common Stock.
/s/ ERNST & YOUNG LLP
New York, New York
July 22, 1999
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 22, 1999, with respect to the combined
financial statements of the Picayune MS, Lafourche LA, St. Tammany LA, St.
Landry LA, Pointe Coupee LA and Jackson TN cable television systems included in
the Registration Statement (Form S-1) and related Prospectus of Charter
Communications, Inc. for the registration of shares of its Class A Common Stock.
/s/ ERNST & YOUNG LLP
New York, New York
July 22, 1999
<PAGE> 1
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Charter Communications, Inc.:
We consent to the inclusion in the registration statement on Form S-1 of Charter
Communications, Inc. of our report relating to the combined balance sheets of
Helicon Partners I, L.P. and affiliates as of December 31, 1997 and 1998 and the
related combined statements of operations, changes in partner's deficit, and
cash flows for each of the years in the three-year period ended December 31,
1998 included herein and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ KPMG LLP
New York, New York
July 22, 1999
<PAGE> 1
Exhibit 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of
Charter Communications, Inc. of our report dated April 20, 1999, relating to the
combined financial statements of InterMedia Cable Systems, which appear in such
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
July 22, 1999
<PAGE> 1
Exhibit 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of
Charter Communications, Inc. of our reports dated March 19, 1999, relating to
the financial statements of Rifkin Acquisition Partners, L.L.L.P., and Rifkin
Cable Income Partners LP, which appear in such Registration Statement. We also
consent to the references to us under the headings "Experts" in such
Registration Statement.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Denver, Colorado
July 22, 1999
<PAGE> 1
Exhibit 23.9
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
use of our reports dated February 19, 1999, with respect to the consolidated
financial statements of R/N South Florida Cable Management Limited Partnership
and Indiana Cable Associates, Ltd. included in the Registration Statement on
Form S-1 and related Prospectus of Charter Communications, Inc. for the
registration of Class A common stock.
/s/ ERNST & YOUNG LLP
Denver, Colorado
July 22, 1999
<PAGE> 1
Exhibit 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 for
Charter Communications, Inc. (i) of our report dated March 30, 1999, except as
to the agreement with Charter Communications, Inc. under which Charter
Communications, Inc. agreed to purchase Avalon Cable LLC's cable television
systems and assume some of their debt described in Note 12 which is as of May
13, 1999, relating to the financial statements of Avalon Cable LLC as of
December 31, 1998 and 1997 and for the year ended December 31, 1998 and for the
period from September 4, 1997 (inception) through December 31, 1997; (ii) of our
report dated March 30, 1999, except as to the agreement with Charter
Communications, Inc. under which Charter Communications, Inc. agreed to purchase
Avalon Cable LLC's cable television systems and assume some of their debt
described in Note 13 which is as of May 13, 1999, relating to the financial
statements of Avalon Cable of Michigan Holdings, Inc., as of December 31, 1998
and 1997 and for the year ended December 31, 1998 and for the period from
September 4, 1997 (inception) through December 31, 1997; and (iii) of our report
dated March 30, 1999 relating to the consolidated financial statements of Cable
Michigan, Inc. and Subsidiaries as of December 31, 1997 and November 5, 1998 and
for each of the two years in the period ended December 31, 1997 and for the
period from January 1, 1998 through November 5, 1998 which appear in such
Registration Statement. We also consent to the references to us under the
headings "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
July 22, 1999
<PAGE> 1
Exhibit 23.11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 for
Charter Communications, Inc. of our report dated September 11, 1998, relating to
the financial statements of Amrac Clear View, a Limited Partnership, as of May
28, 1998 and for the period from January 1, 1998 through May 28, 1998 which
appear in such Registration Statement. We also consent to the references to us
under the headings "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
July 22, 1999
<PAGE> 1
Exhibit 23.12
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 for
Charter Communications, Inc. of our report dated February 13, 1998, relating to
the financial statements of Amrac Clear View, a Limited Partnership, as of
December 31, 1997 and 1996 and for the three years in the period ended December
31, 1997 which appear in such Registration Statement. We also consent to the
references to us under the headings "Experts" in such Registration Statement.
/s/ Greenfield, Altman, Brown, Berger & Katz, P.C.
GREENFIELD, ALTMAN, BROWN, BERGER & KATZ, P.C.
Canton, Massachusetts
July 22, 1999
<PAGE> 1
Exhibit 23.13
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of
Charter Communications, Inc. of our report dated March 30, 1999 relating to the
combined financial statements of the Combined Operations of Pegasus Cable
Television of Connecticut, Inc. and the Massachusetts Operations of Pegasus
Cable Television, Inc. as of December 31, 1996, and 1997 and June 30, 1998 and
for each of the three years in the period ended December 31, 1997 and the period
from January 1, 1998 through June 30, 1998 which appear in such Registration
Statement. We also consent to the references to us under the headings "Experts"
in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
July 22, 1999
<PAGE> 1
Exhibit 23.14
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Taconic Technology Corp.:
We consent to the inclusion in the registration statement on Form S-1 of
Charter Communications, Inc. of our report, dated March 23, 1999, relating to
the balance sheets of Taconic CATV (a component of Taconic Technology Corp. as
described in note 1) as of December 31, 1997 and 1998, and the related
statements of operations and component equity, and cash flows for the years then
ended included herein, and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ KPMG LLP
Albany, New York
July 22, 1999
<PAGE> 1
Exhibit 23.15
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
use of our report dated March 5, 1999, with respect to the consolidated
financial statements of Falcon Communications, L.P. included in the Registration
Statement on Form S-1 and related Prospectus of Charter Communications, Inc. for
the registration of Class A common stock.
/s/ ERNST & YOUNG LLP
Los Angeles, California
July 22, 1999
<PAGE> 1
Exhibit 23.16
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Tele-Communications, Inc.:
We consent to the inclusion in the registration statement on Form S-1 of Charter
Communications, Inc. of our report, dated June 21, 1999, relating to the
combined balance sheets of the TCI Falcon Systems (as defined in Note 1 to the
combined financial statements) as of September 30, 1998 and December 31, 1997,
and the related combined statements of operations and parent's investment, and
cash flows for the nine-month period ended September 30, 1998 and for each of
the years in the two-year period ended December 31, 1997 included herein and to
the reference to our firm under the heading "Experts" in the registration
statement.
/s/ KPMG LLP
Denver, Colorado
July 22, 1999
<PAGE> 1
Exhibit 23.17
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Tele-Communications, Inc.:
We consent to the inclusion in the registration statement on Form S-1 of
Charter Communications, Inc. of our report dated April 2, 1999, with respect to
the combined balance sheets of Bresnan Communications Group Systems (as defined
in Note 1 to the combined financial statements) as of December 31, 1997 and
1998, and the related combined statements of operations and parents' investment
and cash flows for each of the years in the three-year period ended December 31,
1998 included herein and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ KPMG LLP
Denver, Colorado
July 22, 1999
<PAGE> 1
Exhibit 23.18
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 11, 1999, except for Notes 1 and 8, as to
which the dates are May 12, 1999 and June 22, 1999, respectively, with respect
to the combined financial statements of Fanch Cable Systems (comprised of
components of TWFanch-one Co. and TWFanch-two Co.) included in the Registration
Statement on Form S-1 and related Prospectus of Charter Communications, Inc. for
the registration of Class A common stock.
/s/ ERNST & YOUNG LLP
Denver, Colorado
July 20, 1999
<PAGE> 1
Exhibit 23.19
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 16, 1998, with respect to the combined
financial statements of the Picayune MS, Lafourche LA, St. Tammany LA, St.
Landry LA, Pointe Coupee LA and Jackson TN cable television systems included in
the Registration Statement (Form S-1) and related Prospectus of Charter
Communications, Inc. for the registration of shares of its Class A Common Stock.
/s/ ERNST & YOUNG LLP
New York, New York
July 22, 1999
