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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
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                    UNAUDITED PRO FORMA FINANCIAL STATEMENTS
 
   
     The following Unaudited Pro Forma Financial Statements of Charter
Communications, Inc. are based on the pro forma financial statements of Charter
Communications Holding Company. Prior to the issuance and sale by Charter
Communications, Inc. of Class A common stock in the offering, Charter
Communications, Inc. is a holding company with no material assets or operations.
The net proceeds from the initial public offering will be used to purchase
membership units in Charter Communications Holding Company, including a
controlling voting interest. As a result, Charter Communications, Inc. will
consolidate the financial statements of Charter Communications Holding Company.
Since January 1, 1999, Charter Communications Holding Company has closed
numerous acquisitions and has several pending acquisitions. In addition, a
subsidiary of Charter Communications Holding Company merged with Marcus Holdings
in April 1999. Our financial statements, on a consolidated basis with Charter
Communication Holding Company, are adjusted on a pro forma basis to illustrate
the estimated effects of pending acquisitions and recent acquisitions closed
since June 30, 1999 as if such transactions had occurred on June 30, 1999 for
the Unaudited Pro Forma Balance Sheet and to illustrate the estimated effects of
the following transactions as if they had occurred on January 1, 1998 for the
Unaudited Pro Forma Statements of Operations:
    
 
     (1) the acquisition of Charter Communications Holding Company on December
         23, 1998 by Mr. Allen;
 
   
     (2) the acquisition of certain cable systems from Sonic Communications
         Inc., located in California and Utah, on May 20, 1998 by Charter
         Communications Holding Company 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 by Mr. Allen and Marcus Holdings'
         merger with and into Charter Holdings effective March 31, 1999;
    
 
     (4) the acquisitions and dispositions during 1998 by Marcus Cable;
 
     (5) Charter Communications Holding Company's and its subsidiaries'
         acquisitions completed since January 1, 1999 and pending acquisitions;
         and
 
     (6) the refinancing of all the debt of our subsidiaries through the
         issuance of notes and funding under our credit facilities.
 
   
     The Unaudited Pro Forma Financial Statements also illustrate the estimated
effects of the issuance and sale by us of 170 million shares of Class A common
stock using an initial offering price of $18.00, after deducting underwriting
discounts and estimated offering expenses, and the equity contribution of the
net proceeds to Charter Communications Holding Company. We have assumed that the
underwriters have not exercised their over-allotment option and none of the
options to purchase membership units granted under the Charter Communications
Holding Company option plan or granted to our chief executive officer have been
    
 
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