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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 04/30/1999
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<PAGE>   167
             CHARTER COMMUNICATIONS HOLDINGS, LLC AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
subsidiaries are corporations subject to income taxes but have no operations
and, therefore, no material income tax liabilities or assets.
 
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.  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 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.......................................    (664,009)    (695,648)
</TABLE>

 
     Unaudited pro forma balance sheet information as though the refinancing
discussed above had occurred on December 31, 1998, is as follows:
 

<TABLE>
<S>                                                          <C>
Total assets...............................................  $8,463,413
Total debt.................................................   4,750,495
Members' equity............................................   3,409,807
</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.
 
                                      F-12