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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
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          CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
the "Company" herein. All subsidiaries are wholly owned. All material
intercompany transactions and balances have been eliminated.
 
     As a result of the Paul Allen Transaction and application of push-down
accounting, the financial information of the Company in the accompanying
financial statements and notes thereto as of December 31, 1998, and March 31,
1999, and for the Successor Period (January 1, 1999, through March 31, 1999) is
presented on a different cost basis than the financial information of the
Company for the Predecessor Period (January 1, 1998, through March 31, 1998) and
therefore, such information is not comparable.
 
     The accompanying unaudited financial statements of CCHC have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.
 
2.  RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:
 
     The accompanying financial statements are unaudited; however, in the
opinion of management, such statements include all adjustments necessary for a
fair presentation of the results for the periods presented. The interim
financial statements should be read in conjunction with the financial statements
and notes thereto as of and for the period ended December 31, 1998. Interim
results are not necessarily indicative of results for a full year.
 
3.  ACQUISITIONS:
 
     In addition to the Paul Allen Transaction and 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 in
1998, 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 4).
 
     The above acquisitions were accounted for using the purchase method of
accounting, and accordingly, results of operations of the acquired assets have
been included in the financial statements from the dates of acquisition. The
purchase prices were allocated to tangible and intangible assets based on
estimated fair values at the acquisition dates.
 
     Unaudited pro forma operating results as though the acquisitions and
dispositions discussed above, including the Paul Allen Transaction and the
combination with Marcus, and the refinancing discussed herein, had occurred on
January 1, 1998, with adjustments to give effect to amortization of franchises,
interest expense and certain other adjustments are as follows:
 

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                             ----------------------
                                                               1999         1998
                                                             ---------    ---------
<S>                                                          <C>          <C>
Revenues...................................................  $ 286,135    $ 264,971
Loss from operations.......................................    (25,010)     (35,889)
Net loss...................................................   (102,633)    (149,988)
</TABLE>

 
     The unaudited pro forma information has been presented for comparative
purposes and does not purport to be indicative of the results of operations had
these transactions been completed as of the assumed date or which may be
obtained in the future.
 
                                      F-244