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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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<PAGE>   491
          CHARTER COMMUNICATIONS HOLDING COMPANY, LLC AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
the accounts of the Paul G. Allen Companies. Total member's equity increased by
$1.3 billion as a result of the Marcus Cable acquisition. Previously, on April
23, 1998, the Paul G. Allen Companies recorded the assets acquired and
liabilities assumed of Marcus Cable based on their relative fair values.
 
     The consolidated financial statements of CCHC include the accounts of
Charter Operating and CCP, the accounts of CharterComm Holdings and CCA Group
and their subsidiaries since December 23, 1998 (date acquired by Charter), and
the accounts of Marcus since March 31, 1999, and are collectively referred to as
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 June 30,
1999, and for the Successor Period (January 1, 1999, through June 30, 1999) is
presented on a different cost basis than the financial information of the
Company for the Predecessor Period (January 1, 1998, through June 30, 1998) and
therefore, such information is not comparable.
 
     The accompanying unaudited financial statements of the Company 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, CCA Group and Marcus Holdings, 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. Through June 30, 1999, the Company has acquired cable systems in three
separate transactions for an aggregate purchase price, net of cash acquired of
$1.1 billion, excluding debt assumed $111 million. The purchase price was
allocated to assets acquired and liabilities assumed based on their relative far
values, including amounts assigned to franchises of $1.1 billion. The allocation
of the purchase price is based, in part, on preliminary information which is
subject to adjustment upon obtaining complete valuation information. The
valuation information is expected to be finalized by the first quarter of 2000.
Management believes that finalization of the purchase price will not have a
material impact on the results of operations or financial position of the
Company.
 
     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.
 
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