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SEC Filings

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<PAGE>   54
Holdings, with Charter Holdings as the serving entity. Beginning in October
1998, Charter Communication, Inc. began to manage the cable operations of Marcus
Holdings. Immediately prior to the closing of our merger with Marcus Holdings,
Mr. Allen purchased the remaining minority interest in Marcus Holdings. Our
merger with Marcus Holding was accounted for as a reorganization under common
control similar to a pooling of interests because of Mr. Allen's controlling
interests in Marcus Holdings and Charter Holdings. As such, the accounts of
Charter Holdings and Marcus Holdings have been consolidated since December 23,
     In the second quarter of 1999, we, acquired American Cable and Renaissance.
In addition to these acquisitions, since the beginning of 1999, we have entered
into definitive agreements to acquire the Greater Media Systems, Helicon, the
InterMedia Systems, Rifkin and certain cable assets of Cable Satellite, all as
forth on the table below.

                                                                             AS OF AND FOR THE THREE MONTHS ENDED
                                                                                           (DOLLARS IN THOUSANDS)
                                                            PURCHASE          BASIC       -------------------------
ACQUISITION                           DATE(A)                PRICE         SUBSCRIBERS      REVENUE       EBITDA
-----------                           -------               --------       -----------      -------       ------
<S>                              <C>                   <C>                 <C>            <C>           <C>
American Cable.................         4/99              $240 million         68,000      $  9,151       $ 4,213
Renaissance....................         4/99              459 million         132,000        15,254         8,455
Greater Media Systems..........   2nd Quarter 1999        500 million         174,000        20,394         7,621
Helicon........................   3rd Quarter 1999        550 million         171,000        21,252         8,963
InterMedia Systems.............  3rd or 4th Quarter     872.7 million --      408,000        48,288        21,504
                                        1999             systems' swap       (142,000)
Rifkin.........................  3rd or 4th Quarter      1,460 million        463,000        50,914        19,194
Other..........................     2nd Quarter           148 million          37,000         3,354         1,760
                                                       ------------------    --------      --------       -------
   Total.......................                         $4,229.7 million    1,311,000      $169,124       $75,622
                                                       ==================    ========      ========       =======

(a) Total represents closing date for recent acquisitions and anticipated
    closing date for pending acquisitions.
     The systems acquired pursuant to these recent acquisitions and the pending
acquisitions serve, in the aggregate, approximately 1.3 million customers. In
addition, we are negotiating with several other potential acquisition candidates
whose systems would further complement our regional operating clusters. We
expect to finance our pending acquisitions and any other future acquisitions
with additional borrowings under our credit facilities and with additional
     Our revenues are primarily attributable to monthly subscription fees
charged to customers for our basic, expanded basic and premium cable television
programming services, equipment rental and ancillary services provided by our
cable television systems. In addition, we derive other revenues from
installation and reconnection fees charged to customers to commence or reinstate
service, pay-per-view programming, advertising revenues and commissions related
to the sale of merchandise by home shopping services. We have generated
increases in revenues in each of the past three fiscal years, primarily through
internal customer growth, basic and expanded tier rate increases and
acquisitions as well as innovative marketing such as our MVP package of premium
services. This entitles customers to receive a substantial discount on bundled
premium services of HBO, Showtime, Cinemax and The Movie Channel. The MVP
package has increased premium household penetration, premium revenue and cash