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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
Entire Document
 
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                         INDIANA CABLE ASSOCIATES, LTD.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
 
1.  BASIS OF PRESENTATION
 
     The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, the financial statements reflect all adjustments,
consisting of normal recurring adjustments, necessary for fair presentation in
accordance with generally accepted accounting principles applicable to interim
periods. Interim results of operations are not indicative of results for the
full year. The accompanying financial statements should be read in conjunction
with the audited consolidated financial statements of Indiana Cable Associates,
Ltd. (the "Partnership").
 
     Effective April 1, 1999, InterLink Communications Partners, LLLP ("ICP")
completed the purchase of the remaining general partner interest in the
Partnership and the Partnership was merged into ICP and ceased to exist as a
separate legal entity. Indiana Cable Associates' financial statements subsequent
to that date represent a divisional carve-out from ICP. These financial
statements include all the direct costs of operating its business; however,
certain assets, liabilities and costs not specifically related to the
Partnership's activities were allocated and reflected in the financial position
as of June 30, 1999, and the results of its operations and its cash flows for
the six months ended June 30, 1999. Management believes these allocations were
made on a reasonable basis. Nonetheless, the financial information included
herein may not necessarily reflect what the financial position and results of
operations of the Partnership would have been as a stand-alone entity.
 
2.  ACQUISITION BY INTERLINK COMMUNICATIONS PARTNERS, LLLP
 
     ICP agreed to purchase all of the Partnership interests as of December 31,
1998, for a total purchase price of approximately $32.7 million. The acquisition
of the Partnership by ICP was accounted for as a purchase and a new basis of
accounting was established effective January 1, 1999. The new basis resulted in
assets and liabilities being recorded at their fair market value resulting in a
increase in property, plant, and equipment and franchise costs of approximately
$7.0 million and approximately $16.8 million, respectively. Accordingly, the
1999 interim-unaudited financial statements are not comparable to the 1998
interim-unaudited financial statements of the Partnership, which are based on
historical costs.
 
3.  ACQUISITION BY CHARTER COMMUNICATIONS HOLDINGS, LLC
 
     On February 12, 1999, ICP signed a letter of intent to sell all of ICP's
partnership interests to Charter Communications Holdings, LLC ("Charter"). On
April 26, 1999, ICP signed a definitive Purchase and Sale Agreement with Charter
for the sale of the individual partners' interest. ICP and Charter are expected
to complete the sale during the third quarter of 1999.
 
4.  LITIGATION
 
     The Partnership could possibly be named as defendant in various actions and
proceedings arising from the normal course of business. In all such cases, the
Partnership will vigorously defend itself against the litigation and, where
appropriate, will file
 
                                      F-300