<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the quarterly period ended March 31, 1997
|_| Transition report under Section 13 or 15(d) of the Exchange Act For the
transition period from ___________ to _____________
Commission file number 33-25129-LA
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 84-1097751
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
17100 El Camino Real, Houston, Texas 77058
(Address of Principal Executive Offices)
(713) 486-8337
(Issuer's Telephone Number, Including Area Code)
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
CHARTER COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 441,998 $ 320,252
Accounts receivable, net of allowance for
doubtful accounts of $476,421 and $435,000 2,138,078 1,675,939
Accounts receivable--affilliate 396,914 385,951
Inventory 349,163 307,940
Prepaid expenses and other 363,218 331,538
----------------- -----------------
Total current assets 3,689,371 3,021,620
----------------- -----------------
PROPERTY AND EQUIPMENT, at cost:
Equipment and machinery 4,563,663 4,345,137
Earth station facility 618,497 618,497
Software 692,379 664,486
Furniture and fixtures 294,344 297,329
Other 503,866 240,714
----------------- -----------------
6,672,749 6,166,163
Accumulated depreciation and amortization (1,115,705) (791,892)
----------------- -----------------
Property and equipment, net 5,557,044 5,374,271
----------------- -----------------
OTHER ASSETS:
Goodwill, net of accumulated amortization
of $551,551 and $378,895 19,028,825 22,077,423
Acquired customer bases, net of accumulated
amortization of $344,884 and $261,151 1,610,413 1,867,117
Other intangibles, net of accumulated
amortization of $275,564 and $186,888 1,934,772 2,369,390
Other 321,842 81,783
----------------- -----------------
Total other assets 22,895,852 26,395,713
----------------- -----------------
TOTAL ASSETS $ 32,142,267 $ 34,791,604
================= =================
</TABLE>
The accompanying Condensed Notes to Financial Statements
are an integral part of these balance sheets.
<PAGE>
CHARTER COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------------- -----------------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of notes payable $ 48,311 $ 50,264
Lines of credit 1,546,092 1,646,092
Loans from shareholders 461,046 1,520,548
Accounts payable 5,775,896 7,234,129
Accounts payable-- affiliate 121,152 222,999
Accrued liabilities 849,614 870,801
Unearned revenues 1,775,878 1,830,731
----------------- -----------------
Total current liabilities 10,577,989 13,375,564
----------------- -----------------
LONG TERM LIABILITIES:
Senior subordinated notes 640,278 2,513,492
Notes payable 223,135 229,801
----------------- -----------------
Total long term liabilities 863,413 2,743,293
----------------- -----------------
STOCKHOLDERS' EQUITY:
Common stock, $0.0001 par value; 45,000,000
shares authorized; 30,187,191 and 24,202,779
shares outstanding at March 31, 1997 and
December 31, 1996, respectively 301 242
Additional paid-in-capital 32,870,705 28,302,025
Accumulated deficit during developmental stage (2,579,324) (2,579,324)
Accumulated deficit subsequent to developmental
stage (9,590,817) (7,050,196)
----------------- -----------------
Total stockholders equity 20,700,865 18,672,747
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 32,142,267 $ 34,791,604
================= =================
</TABLE>
The accompanying Condensed Notes to Financial Statements
are an integral part of these balance sheets.
<PAGE>
CHARTER COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1997 March 31, 1996
----------------- -----------------
<S> <C> <C>
REVENUES:
Communications services $ 1,735,638 $ 57,843
Hardware and software 169,479 50,030
Internet connection services 667,595 323,849
Network services 176,643 -
----------------- -----------------
Total Revenues 2,749,355 431,722
----------------- -----------------
COSTS AND EXPENSES:
Cost of services 2,154,123 219,685
Cost of hardware and software 140,994 37,205
Selling, general, and administrative 1,930,978 757,735
Depreciation and amortization 680,107 93,952
----------------- -----------------
Total costs and expenses 4,906,202 1,108,577
----------------- -----------------
OPERATING LOSS (2,156,847) (676,855)
----------------- -----------------
MINORITY INTEREST - 12,783
INTEREST EXPENSE, NET (141,989) (43,580)
LOSS ON EXTINGUISHMENT OF DEBT (241,785) -
NET LOSS BEFORE INCOME TAXES (2,540,621) (707,652)
INCOME TAX BENEFIT - -
----------------- -----------------
NET LOSS $ (2,540,621) $ (707,652)
================= =================
NET LOSS PER SHARE $ (0.09) $ (0.09)
================= =================
SHARES USED IN COMPUTING
NET LOSS PER SHARE 27,836,826 8,282,932
================= =================
</TABLE>
The accompanying Condensed Notes to Financial Statements
are an integral part of these statements.
<PAGE>
CHARTER COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1997 March 31, 1996
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,540,621) $ (707,652)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 680,107 93,952
Noncash consulting and service expenses - 20,597
Bad debt expense 52,888 -
Amortization of discounts on senior
subordinated notes 7,458 914
Loss on extinguishment of debt 241,785 -
Changes in current assets and current liabilities:
Accounts receivable, net (462,139) (55,024)
Accounts receivable-- affiliate (10,963) 18,236
Inventory (41,223) (42,399)
Prepaid expenses (31,680) (206,153)
Other assets (240,059) (46,744)
Accounts payable and accrued liabilities (1,479,420) 289,012
Accounts payable-- affiliate (101,847) (129,167)
Unearned revenue (54,853) 38,299
---------------- ----------------
Total Adjustments (1,439,946) (18,477)
---------------- ----------------
Net cash used in operating activities (3,980,567) (726,129)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (506,586) (847,954)
Acquisition of subsidiary - (457,902)
---------------- ----------------
Net cash used in investing activities (506,586) (1,305,856)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 4,842,518 423,319
Proceeds from issuance of stock warrants - 265,306
Proceeds from senior subordinated notes - 1,754,694
Repayment on line of credit, net (100,000) (8,111)
Repayment of loans from shareholders (125,000) -
Repayment of notes payable (8,619) -
Proceeds from sale and leaseback transactions - 208,000
--------------- ---------------
Net cash provided by financing activities 4,608,899 2,643,208
--------------- ---------------
INCREASE IN CASH AND CASH EQUIVALENTS 121,746 611,223
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 320,252 43,841
=============== ===============
CASH AT END OF PERIOD $ 441,998 $ 655,064
=============== ===============
Supplemental Non-Cash Disclosures:
Interest Paid $ 48,391 $ 5,387
Taxes Paid - -
</TABLE>
The accompanying Condensed Notes to Financial Statements
are an integral part of these statements.
<PAGE>
CHARTER COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
1. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to Item 310 of
Regulation S-B of the Securities and Exchange Commission. The accompanying
unaudited condensed consolidated financial statements reflect, in the
opinion of management, all adjustments necessary to achieve a fair
statement of financial position and results for the interim periods
presented. All such adjustments are of a normal recurring nature. It is
suggested that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1996.
2. Certain amounts in the prior year financial statements have been
reclassified to conform to the current year presentation.
3. Net loss per share is computed using the weighted average number of shares
outstanding, adjusted for common stock equivalents, when dilutive. On March
8, 1996, the Series A Preferred Stock was automatically converted into
2,847,412 shares of the Company's common stock. Supplementary loss per
share is the loss per share amount adjusted to reflect the conversion of
preferred stock on March 8, 1996 as if the conversion had occurred on the
day that the stock was issued. Supplementary loss per share for the three
months ended March 31, 1996 was $0.07.
4. There was no provision for or cash payment of income taxes for the three
months ended March 31, 1997 and 1996, respectively, as the Company had net
taxable loss for these periods and anticipates a net taxable loss for the
year ended December 31, 1997.
5. During the first quarter of 1997, the Company completed a private placement
offering of $0.00001 par value common stock. The Company issued 7,948,998
shares at $1 per share as follows:
Common stock sold for cash $ 5,426,665
Senior subordinated debt converted to common stock 2,115,000
Loans from shareholders converted to common stock 324,000
Accrued liabilities converted to common stock 50,000
Accounts payable converted to common stock 33,333
------------
Total $ 7,948,998
All conversions of stock for liabilities were the rate of $1 of the related
liability to $1 of common stock. As a result of the conversion of Senior
subordinated debt to common stock, the Company incurred a loss on
extinguishment of debt of $241,785. There was no income tax effect as a
result of the extinguishment of debt, as the Company had a net taxable loss
for the period and anticipates a net taxable loss for the year ended
December 31, 1997. The net loss per share that resulted from the
extinguishment of debt was approximately $0.01 per share.
<PAGE>
CHARTER COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
In conjunction with the private placement, a few major shareholders
returned 2,500,000 of their shares, including 1,697,432 to be held to
extinguish potential guaranties in conjunction with the OCI and Worldlink
acquisitions, to the Company for no consideration and such shares were
retired. In conjunction with the shares held to extinguish potential
guaranties, Goodwill, Acquired customer bases and Other intangibles were
reduced by the estimated fair value of $2 per share as of the date of the
acquisitions of OCI and Worldlink in settlement of post acquisition
adjustments to intangible assets that resulted from unrecorded obligations
of the respective entities at the time of acquisition.
6. During the first quarter of 1997, the Company granted the following options
to employees:
Shares Option Price Vesting Period Plan
------ ------------ -------------- ----
228,000 $3.00 2-4 years Incentive Stock Option Plan
614,000 $1.00 By contract Outside of Established Plans
160,000 $1.00 Immediate Outside of Established Plans
Additionally during the first quarter of 1997, 17,333 options were
forfeited by terminated employees.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(a) PLAN OF OPERATION. Over the next twelve months, the Company will continue to
vigorously pursue the expansion of its International Private Lines, Telecommute
Solutions, Long Distance Telephone, Calling Card, Phone Centers, and Internet
Access services. The Company intends to capitalize on the growing demand for
these services and gain market share by building its subscriber base both
domestically and internationally. Management believes the expansion will be
accomplished through the acquisition of additional licenses and concessions
allowing the Company to provide these services both in the United States and in
targeted Latin American countries. The Company intends to aggressively pursue
new customers by combining the highest possible level of service with an
expanded sales force and intensive marketing efforts. After thoroughly
investigating market demand, the Company expects to expand in major cities in
Latin America. Strategic alliances are expected to be formed with local business
groups and individuals in order to create successful operations within the
respective target Latin Countries.
The Company intends to continue to build an International Private Line
communication network that will provide voice, data, facsimile, Internet,
intranet, telecommuting, and video services to government and commercial
organizations operating throughout the United States and Latin America. The
building of this private line network is complementary to the Company objective
of providing Internet access services.
The Company is currently licensed to provide various telecommunication
services in the United States, El Salvador, Peru, Dominican Republic, Honduras,
Venezuela, Mexico, El Salvador, Guatemala, Costa Rico, and Panama. As of March
31, 1997, the Company is providing service in the United States, Panama,
Venezuela, El Salvador, and Honduras. Over the next twelve months, the Company
intends to seek, through public and private markets, an additional $25 - 30
million to build - out and operate facilities in these and other countries. The
Company will, however, only begin expansion on a project by project basis upon
securing appropriate financing.
While the Company's telecommunication business is currently focused on
the provision of international private lines and prepaid calling cards, it is
actively pursuing other opportunities to provide long distance services in
Mexico and other Latin American countries. While there are presently no
contractual commitments regarding the purchase of facilities and equipment to
provide these services, the Company anticipates that approximately $3 to 4
million dollars over the next several quarters will be required to expand its
long distance service to meet the demand of existing opportunities.
The Company's Internet business continues to expand and is currently
experiencing an annualized growth rate of approximately 100% in its domestic
Internet business. In March of 1996, the Company formed Phoenix DataNet de
Panama and commenced the offering of Internet services to business and
residential customers in Panama City, Panama. In the first year of operation,
the Company acquired over 1,200 new customers. On July 19, 1996, the Company
obtained an additional concession to provide Internet services to both
residences and businesses operating in Venezuela. In December of 1996, the
Company began offering Internet Service in Caracas, Venezuela. Charter
anticipates it will spend approximately $130,000 per site in order to provide
Internet services at each of the seven areas targeted for private line services
in Venezuela.
See "Liquidity and Capital Resources" for a discussion of the Company's
ability to meet the aforementioned capital requirements.
<PAGE>
(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
RESULTS OF OPERATIONS
The following table sets forth certain financial data for the quarters
ended March 31, 1997 and 1996. Operating results for any period are not
necessarily indicative of results for any future period. Dollar amounts (except
per share data) are shown in thousands.
<TABLE>
<CAPTION>
March 31, 1997 March 31, 1996
Quarter Quarter
% of % of
Revenues Revenues
<S> <C> <C> <C> <C>
Revenues
Communications $ 1,736 63.2 $ 58 13.5
Hardware and software 169 6.1 50 11.6
Internet Connection 323 74.9
Services 668 24.3 0 0
Network Services 176 6.4 0 0
----------- ---------- ----------- -------------
Total revenues 2,749 100.0 431 100.0
----------- ---------- ----------- -------------
Cost and expenses
Cost of services 2,154 78.4 220 51.0
Cost of hardware
and software 141 5.1 37 8.6
Selling, general, and
administrative 1,931 70.2 758 175.9
Depreciation and
Amortization 680 24.7 94 21.8
----------- ---------- ----------- -------------
Total costs and
Expenses 4,906 178.5 1,109 257.3
----------- ---------- ----------- -------------
Operating loss (2,157) (78.5) (677) (157.3)
----------- ---------- ----------- -------------
Interest expense, net (142) (5.2) (31) (7.0)
Loss on extinguishment
of debt (242) (8.8) 0 0
----------- ---------- ----------- -------------
Net Loss (2,541) (92.4) (708) (164.3)
----------- ---------- ----------- -------------
Per Share Data:
Net loss per share $ (.09) $ (.09)
Shares used in computing:
Net loss per share 27,836,826 8,282,932
</TABLE>
<PAGE>
In the first quarter of 1996, the Company's first international private
line customers went on - line, the acquisitions of Phoenix DataNet and Phoenix
Data Systems were completed, and the military phone centers in Panama were
purchased. During the third quarter of 1996, the Company completed the
acquisition of Overlook Communications International Corporation and Worldlink
Communications, Inc.
Consolidated revenues for the combined lines of business for the three
months ended March 31, 1997 and 1996 were $2,749,000 and $431,000, respectively
Total costs and expenses increased from $1,108,000 for the March 1996 quarter to
$4,906,000 for the same period of 1997. Interest expense was $142,000 and
$44,000 for the period ended March 31, 1997 and 1996, respectively. The first
quarter of 1997 included a one time non-cash charge to earnings of $242,000 for
loss on extinguishment of Debt. Net Loss increased from $707,000 in the first
quarter of 1996 to approximately $2,540,000 in 1997. Loss per share for the
quarter was the same ($.09) net loss per share for both 1996 and 1997.
Consolidated revenues for the combined lines of business for the
quarter ended March 31, 1997 and 1996 were $2,749,000 and $432,000 while the
cost of services and hardware and software costs were $2,295,000 and $257,000
for 1997 and 1996 periods yielding a gross margin of 16.5% for 1997 and 40.5%
for the same period in 1996. The Company expects gross profit margins to
improve during 1997 from the first quarter of 1997. The first quarter of 1996
was adversely impacted by the delay in the implementation of the Company's
least cost routing plan to improve network costs. Management anticipates that
this will improve primarily because such costs do not track revenue growth
directly as there are significant fixed costs associated with the industries
in which the Company is involved which must be incurred regardless of the
revenue level.
Selling, general, and administrative expenses for the March 1997
quarter were $1,931,000 or 70.2% of sales compared to $758,000 or 175.5% of
sales for the same period of the prior year. The overall increase in expenses
was primarily attributable to the expansion of the Company's operations and
acquisitions. The Company anticipates benefiting in 1997 from economies of
scale with respect to such costs, as salaries and wages are not expected to
increase in direct proportion to increases in revenue, as well as from cost
control efforts implemented by management.
Depreciation and amortization expense was $680,000 for the first
quarter of 1997 compared to $94,000 for the prior year. The increase is
attributable to the increase in property, plant and equipment related to the
acquisitions and expansion of operations and the amortization associated with
the PDS, PDN, Overlook Communications, and Worldlink acquisitions during 1996.
Interest expense was $142,000 and $44,000 for the quarters ended
March 31, 1997 and 1996. The interest expense for the first quarter of 1997
was primarily related to the Company's 12% Senior Subordinated Notes.
Approximately $2.1 million of $2.8 million were converted to equity on
January 29, 1997 as part of a private placement by the Company. The Company
is seeking additional financing facilities, some of which may result in
additional indebtedness, and as such, an increase in interest expense. Such
facilities traditionally have interest rates which are tied to the prime
interest rate. Increases in the prime rate could negatively affect the
Company's earnings.
There was no income tax benefit recorded in either 1997 or 1996, as
management recorded a valuation reserve due to the uncertainty of the timing of
future taxable income. The net losses for the quarter ended March 31, 1997 and
1996 were $2,540,000 and $708,000, respectively.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company has not generated net cash from operations for any period
presented. The Company has primarily financed its operations to date through
private sales of equity securities and debt to principals and outside investors.
During 1996, funding was obtained from several sources: bank lines of credit,
sale lease back transactions, private placement of notes and warrants,
shareholder loans, and issuance of common stock. Such vehicles, net of repayment
of loans, provided the Company with $6,212,000 to fund operations.
These funds were utilized to fund a net operating cash flow deficiency
of approximately $1,870,000 in 1996 as well as capital expenditures of
$3,528,000 for the purchase of equipment and installation at domestic and
international locations to expand business capacity as well as the acquisition
of 90% of PDN in January, 1996 for $483,000, net of cash received of $42,000.
The remainder of the 1996 acquisitions were all completed as stock transactions.
As of March 31, 1996, the Company had cash on hand of approximately
$442,000. During the first quarter of 1997, the Company engaged in a private
placement offering of its $0.00001 par value common stock and received cash
in the amount of approximately $5.4 million and reduced its liabilities
(through the conversion of debt to Common Stock) by approximately $2.6
million.
All conversions were done at the rate of one dollar of the related
liability to one dollar of common stock.
The Company's significant capital commitments through 1997 include
$1,775,000 related to debt due in 1997, and capital expenditures of
approximately $2,500,000 for the current businesses. The debt due is net of
borrowings under a line of credit facility of $600,000 that came due in
February, 1997 and was subsequently renewed for $500,000 and interest due on
the conversion of loans from shareholders to common stock.
The Company estimates that it will need to raise during 1997 between
$2.0 and $3.0 million to fund operating cash deficiencies from operations and
capital expenditures not financed by cash flow from operations. However, any
increases in the Company's growth rate, shortfalls in anticipated revenues,
increases in anticipated expenses, or significant acquisition or expansion
opportunities could have a material adverse effect on the Company's liquidity
and capital resources and would require the Company to raise additional capital
from public or private equity or debt sources in order to finance operating
losses, anticipated growth and contemplated capital expenditures and expansions.
The Company does not have adequate resources available to achieve all of the
potential expansion plans noted in "Plan of Operation," and will not engage in
such expansion until adequate capital sources have been arranged. Accordingly,
the Company anticipates additional future private placements and/or public
offerings of debt or equity securities will be necessary to fund such plans. If
such sources of financing are insufficient or unavailable, the Company will be
required to modify its growth and operating plans in accordance with the extent
of available funding and attempt to attain profitability in its existing
markets. The Company may need to raise additional funds in order to take
advantage of unanticipated opportunities, such as acquisitions of complementary
businesses or the development of new products, or to otherwise respond to
unanticipated competitive pressures. There can be no assurance that the Company
will be able to raise any such capital on terms acceptable to the Company or at
all.
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
In February, 1997, the Financial Accounting Standards Board issued
Statement 128, "Earnings per share" ("SFAS 128") which redefines how entities
compute earnings per share. Primary earnings per share will be replaced by basic
earnings per share which will be computed exclusively based on the weighted
average number of common shares outstanding. This statement is effective for
periods ending after December 15, 1997 and will require restatement of all prior
period earnings per share data presented. The adoption of SFAS 128 is not
expected to have a material impact on the Company's earnings per share data.
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
As disclosed in the Company's Form 10-KSB for the year ended
December 31, 1996, OCI, a subsidiary of the Company, is involved in a payment
dispute with Sprint Communications L.P. There have been no material
developments in such dispute since the date of the Form 10-KSB. The Company
is not a party to any other legal proceedings or dispute which is not routine
and incidental to the business or which involves an amount, exclusive of
interest and costs, which exceeds ten percent of the current assets of the
Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-B
Exhibit 27 -- Financial Data Schedule
(b) Reports on Form 8-K.
Reports on Form 8-K were filed during the quarter for which this report is
filed as follows:
(1) Form 8-K filed with the Commission on March 13, 1997, reporting that
the Company had engaged Arthur Andersen LLP as the Company's auditors and
certifying accountants.
(2) Form 8-K/A filed with the Commission on March 25, 1997, amending the
Form 8-K filed March 13, 1997, relating to the Company's engagement of Arthur
Andersen LLP as the Company's auditors and certifying accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
Date: May 15, 1997 By: /s/ David G. Olson
------------------------------------
Chief Executive Officer/President
Date: May 15, 1997 By: /s/ Patrick E. Delaney
------------------------------------
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 441,998
<SECURITIES> 0
<RECEIVABLES> 2,614,499
<ALLOWANCES> (476,421)
<INVENTORY> 349,163
<CURRENT-ASSETS> 3,689,371
<PP&E> 6,672,749
<DEPRECIATION> 1,115,705
<TOTAL-ASSETS> 32,142,267
<CURRENT-LIABILITIES> 10,557,989
<BONDS> 863,413
0
0
<COMMON> 301
<OTHER-SE> (12,170,141)
<TOTAL-LIABILITY-AND-EQUITY> 32,142,267
<SALES> 169,479
<TOTAL-REVENUES> 2,749,355
<CGS> 140,994
<TOTAL-COSTS> 2,154,123
<OTHER-EXPENSES> 2,611,085
<LOSS-PROVISION> 52,888
<INTEREST-EXPENSE> 141,989
<INCOME-PRETAX> (2,540,621)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,540,621)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,540,621)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
