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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 05/12/1999
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<PAGE>   382
             R/N SOUTH FLORIDA CABLE MANAGEMENT LIMITED PARTNERSHIP
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
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.
 
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
 
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