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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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                            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)
    
 
   
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
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
    
 
                                      F-272