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SEC Filings

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     The following Unaudited Summary Pro Forma Financial Statements are based on
the financial statements of Charter Holdings, CCA Group, and CharterComm
Holdings, LLC, as adjusted to illustrate the estimated effects of our merger
with Marcus Holdings and our recent acquisitions and pending acquisitions, as if
such acquisitions, had occurred on June 30, 1999 for the Balance Sheet Data and
Operating Data and for the estimated effects of the following transactions, as
if such transactions had occurred on January 1, 1998 for the Statements of
Operations and Other Financial Data:
          (1) the acquisition of us on December 23, 1998 by Paul G. Allen;
          (2) the acquisition of certain cable systems from Sonic
              Communications, Inc., located in California and Utah, on May 20,
              1998, by us for an aggregate purchase price, net of cash acquired,
              of $228.4 million, comprised of $167.5 million in cash and $60.9
              million in a note payable to the seller;
          (3) the acquisition of Marcus Cable on March 31, 1999 by Mr. Allen;
          (4) the acquisitions and dispositions during 1998 by Marcus Cable;
          (5) our merger with Marcus Holdings;
          (6) our recent acquisitions and pending acquisitions; and
          (7) the refinancing of all our debt through the issuance of the
              original notes and funding under our current credit facilities.
     The Unaudited Summary Pro Forma Financial Statements reflect the
application of the principles of purchase accounting to the transactions listed
in items (1) through (4) and (6) of the preceding sentence. In purchase
accounting, all separately identifiable assets and liabilities are recorded at
fair value with the excess purchase price recorded as franchises. The allocation
of the purchase price is based, in part, on preliminary information, which is
subject to adjustment upon obtaining complete valuation information of
intangible assets. The valuation information is expected to be finalized in the
fourth quarter of 1999. However, no significant adjustments are anticipated.