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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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<PAGE>   501
                            INTERMEDIA CABLE SYSTEMS
              (COMPRISED OF COMPONENTS OF INTERMEDIA PARTNERS AND
                     INTERMEDIA CAPITAL PARTNERS IV, L.P.)
 
         NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS -- CONTINUED
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
 
     Advances under the IP-IV Bank Facility are available under interest rate
options related to the base rate of the administrative agent for the IP-IV Bank
Facility ("ABR") or LIBOR. Interest rates on borrowings under the IP-IV Term
Loan vary from LIBOR plus 1.75% to LIBOR plus 2.00% or ABR plus 0.50% to ABR
plus 0.75% based on IP-IV's ratio of debt outstanding to annualized quarterly
operating cash flow ("Senior Debt Ratio"). Interest rates on borrowings under
the IP-IV Revolving Credit Facility also vary from LIBOR plus 0.625% to LIBOR
plus 1.50% or ABR to ABR plus 0.25% based on IP-IV's Senior Debt Ratio. The
IP-IV Bank Facility requires quarterly payment of fees on the unused portion of
the IP-IV Revolving Credit Facility of 0.375% per annum when the Senior Debt
Ratio is greater than 4.0:1.0 and at 0.25% when the Senior Debt Ratio is less
than or equal to 4.0:1.0.
 
     The terms and conditions of RMG's intercompany debt agreement are not
necessarily indicative of the terms and conditions which would be available if
the Systems were a separate legal entity.
 
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. Management
fees charged to InterMedia were $4,059 for the nine months ended September 30,
1999 and 1998. Of the fees charged to InterMedia, $2,356 were charged to the
Systems for the nine months ended September 30, 1999 and 1998.
 
     IMI has entered into agreements with both IP-I and ICP-IV to provide
accounting and administrative services at cost. Under the terms of the
agreements, the expenses associated with rendering these services are charged to
the Systems and other affiliates based upon relative basic subscriber
percentages. Management believes this method to be reflective of the actual
cost. IMI also pays on behalf of the Systems and other affiliates "pass through
costs" that are specifically identifiable to the Systems and other affiliates.
These include, but are not limited to programming fees and copyright fees.
During the nine months ended September 30, 1999 and 1998, IMI administrative
fees charged to the Systems totaled $3,093 and $2,749, respectively. Receivables
from affiliates at September 30, 1999 and December 31, 1998 include $5,873 and
$52, respectively, of advances to IMI, net of administrative fees charged by IMI
and operating expenses paid by IMI on behalf of the Systems.
 
     IP-I is majority-owned, and ICP-IV is owned in part, by AT&T Broadband &
Internet Services ("AT&TBIS"), formerly Tele-Communications, Inc. As affiliates
of AT&TBIS, IP-I and ICP-IV are able to purchase programming services from a
subsidiary of AT&TBIS. Management believes that the overall programming rates
made available through this relationship are lower than the Systems could obtain
separately. Such volume rates may not continue to be available in the future
should AT&TBIS's ownership interest in InterMedia significantly decrease.
Program fees charged by the AT&TBIS subsidiary to the Systems for the nine
months ended September 30, 1999 and 1998 amounted to $26,352 and $22,197,
respectively. Payables to affiliates include programming fees payable to the
AT&TBIS subsidiary of $2,918 at December 31, 1998. There were no programming
fees payable to the AT&TBIS subsidiary at September 30, 1999.
 
                                      F-272