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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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made by the companies in these groups or related to the acquisition of us. The
combined revenues and expenses for the period December 24, 1998 through December
31, 1998 include the revenues and expenses for Marcus Holdings.
    
   

<TABLE>
<CAPTION>
                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                             ----------------------------------------------------         1/1/98 THROUGH
                                                       1996                        1997                      12/23/98
                                             ------------------------    ------------------------    ------------------------
<S>                                          <C>               <C>       <C>               <C>       <C>               <C>
STATEMENT OF OPERATIONS
Revenues...................................  $       368,553   100.0%    $       484,155   100.0%    $       570,964   100.0%
                                             ---------------   ------    ---------------   ------    ---------------   ------
Operating expenses:
 Operating costs...........................          159,835    43.4%            207,802    42.9%            238,201    41.7%
 General and administrative costs..........           30,249     8.2%             41,617     8.6%             50,227     8.8%
 Depreciation and amortization.............          154,273    41.9%            198,718    41.0%            240,294    42.1%
 Management fees/corporate expense
   charges.................................           15,094     4.1%             20,759     4.3%             38,348     6.7%
                                             ---------------   ------    ---------------   ------    ---------------   ------
       Total operating expenses............          359,451    97.5%            468,896    96.8%            567,070    99.3%
                                             ---------------   ------    ---------------   ------    ---------------   ------
Income (loss) from operations..............  $         9,102     2.5%    $        15,259     3.2%    $         3,894     0.7%
                                             ===============   ======    ===============   ======    ===============   ======
 
<CAPTION>
 
                                                 12/24/98 THROUGH
                                                     12/31/98
                                             ------------------------
<S>                                          <C>               <C>
STATEMENT OF OPERATIONS
Revenues...................................  $        23,450   100.0%
                                             ---------------   ------
Operating expenses:
 Operating costs...........................           12,679    54.1%
 General and administrative costs..........               --     0.0%
 Depreciation and amortization.............           13,811    58.9%
 Management fees/corporate expense
   charges.................................              766     3.3%
                                             ---------------   ------
       Total operating expenses............           27,256   116.2%
                                             ---------------   ------
Income (loss) from operations..............  $        (3,806)  -16.2%
                                             ===============   ======
</TABLE>

    
 
   
PERIOD FROM DECEMBER 24, 1998, THROUGH DECEMBER 31, 1998
    
 
   
     This period is not comparable to any other period presented. The financial
statements represent eight days of operations of the companies owned by us and
Marcus Holdings on a new basis to reflect the push-down of the purchase price in
the acquisition of us by Paul G. Allen and the inclusion of Marcus Holdings. The
period from January 1, 1998 through December 23, 1998 represents 357 days of
operations of the companies owned by us and Marcus Holdings. As a result, no
comparison of the operating results for this eight-day period is presented.
    
 
   
PERIOD FROM JANUARY 1, 1998 THROUGH DECEMBER 23, 1998 COMPARED TO 1997
    
 
   
     REVENUES.  Revenues increased by $86.8 million, or 17.9%, from $484.2
million in 1997 to $571.0 million for the period from January 1, 1998 through
December 23, 1998. Increase in revenues of $30.5 million and $16.8 million
resulted from the acquisitions of Sonic in 1998 and Long Beach Acquisition Corp.
in 1997, respectively. The remaining increase in revenues is primarily related
to internally generated increases in basic subscribers and increases in premium
service subscriptions.
    
 
   
     We have grown our subscriber base internally as a result of management's
marketing efforts to add new customers, increased efforts to retain existing
customers and a limited amount of new-build construction to increase the
coverage area of our systems.
    
 
   
     Premium subscriptions have increased as a result of the acquisition of
Sonic and our marketing efforts.
    
 
   
     OPERATING EXPENSES.  Operating expenses increased by $30.4 million, or
14.6%, from $207.8 million in 1997 to $238.2 million for the period from January
1, 1998 through December 23, 1998. Increases in operating expenses of $11.5
million and $6.0 million resulted from acquisitions of Sonic in 1998 and Long
Beach Acquisition Corp. in 1997, respectively. The remaining difference is
primarily related to increased programming cost.
    
 
   
     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased by $8.6 million, or 20.7%, from $41.6 million in 1997 to $50.2 million
for the period from January 1, 1998 through December 23, 1998. Increases in
general and administrative
    
 
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