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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
<PAGE>   447
                     RIFKIN ACQUISITION PARTNERS, L.L.L.P.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
1996 ACQUISITIONS
 
     On March 1, 1996, the Company acquired certain cable operating assets
("Mid-Tennessee Systems") from Mid-Tennessee CATV, L.P., and on April 1, 1996
acquired the cable operating assets ("RCT Systems") from Rifkin Cablevision of
Tennessee, Ltd. Both Mid-Tennessee CATV, L.P. and Rifkin Cablevision of
Tennessee, Ltd. were affiliates of the General Partner. The acquisition costs
were funded by $15 million of additional partner contributions and the remainder
from a portion of the proceeds received from the issuance of $125 million of
11 1/8% Senior Subordinated Notes due 2006 (see Note 6).
 
     The acquisitions were recorded using the purchase method of accounting. The
results of operations of the Mid-Tennessee Systems have been included in the
consolidated financial statements since March 1, 1996, and the results of the
RCT Systems have been included in the consolidated financial statements since
April 1, 1996. The combined purchase price was allocated based on estimated fair
values from an independent appraisal to property, plant and equipment and
franchise cost as follows (dollars in thousands):
 

<TABLE>
<S>                                                           <C>
Cash paid, net of acquired cash.............................  $71,582
Acquisition costs (appraisal, transfer fees, and direct
  costs)....................................................      215
                                                              -------
Total acquisition cost......................................  $71,797
                                                              =======
Allocation:
Current assets..............................................  $   624
Current liabilities.........................................     (969)
Property, plant and equipment...............................   24,033
Franchise cost and other intangible assets..................   48,109
                                                              -------
Total cost allocated........................................  $71,797
                                                              =======
</TABLE>

 
     The following combined pro forma information presents a summary of
consolidated results of operations for the Company as if the Mid-Tennessee
Systems and the RCT Systems acquisitions had occurred at the beginning of 1996,
with pro forma adjustments to show the effect on depreciation and amortization
for the acquired assets, management fees on additional revenues and interest
expense on additional debt (dollars in thousands):
 

<TABLE>
<CAPTION>
                                                             YEAR ENDED
                                                             -----------
                                                              12/31/96
                                                             -----------
                                                             (UNAUDITED)
<S>                                                          <C>
Total revenues.............................................   $ 74,346
Net loss...................................................    (22,558)
</TABLE>

 
     The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Mid-Tennessee Systems and the
RCT Systems actually been acquired on January 1, 1996.
 
4.  SALE OF ASSETS
 
     On February 4, 1998, the Company sold all of its operating assets in the
state of Michigan (the "Michigan Sale") to another cable operator for cash. In
addition, on December 31, 1998,
 
                                      F-200