SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2002 CHARTER COMMUNICATIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ------------------------------------------------------------ (State or Other Jurisdiction of Incorporation or Organization) 000-27927 43-1857213 ------------------------ --------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 12405 Powerscourt Drive St. Louis, Missouri 63131 ---------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) (314) 965-0555 --------------------------------------------------- (Registrant's telephone number, including area code)
ITEM 5. OTHER ITEMS. On July 31, 2002, a purported class action lawsuit was filed in the United States District Court for the Central District of California against Charter Communications, Inc. and certain of its executive officers on behalf of purchasers of securities of Charter Communications, Inc. from November 9, 1999 through July 17, 2002. The complaint alleges that Charter Communications, Inc. and certain of its executive officers violated federal securities laws by issuing materially false and misleading statements relating to the financial performance of Charter Communications, Inc. Charter Communications, Inc. believes that the lawsuit is without merit and intends to vigorously defend the action. On August 6, 2002, Charter Communications, Inc. issued a press release announcing its results for the second quarter ended June 30, 2002. The full text of the press release, which is set forth in Exhibit 99.1 hereto, is filed and incorporated in this Report as if fully set forth herein, except for (1) the second paragraph, in its entirety; (2) under the heading "Second Quarter Financial Highlights", the second and third sentences; (3) under the heading "Demand for Advanced Services Continues", the last two sentences of the second paragraph and the third paragraph, in its entirety; and (4) under the heading "Looking Ahead", both paragraphs, in their entirety. ITEM 7. EXHIBITS. 99.1 Press release dated August 6, 2002. * * filed herewith ITEM 9. REGULATION FD DISCLOSURE The following portions of the press release, appearing in Exhibit 99.1 hereto, are not filed but are furnished pursuant to Regulation FD: (1) the second paragraph, in its entirety; (2) under the heading "Second Quarter Financial Highlights", the second and third sentences; (3) under the heading "Demand for Advanced Services Continues", the last two sentences of the second paragraph and the third paragraph, in its entirety; and (4) under the heading "Looking Ahead", both paragraphs, in their entirety. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this Report may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated" and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Report are set forth in this Report and in reports or documents that we file from time to time with the United States Securities and Exchange Commission or the SEC, and include, but are not limited to: our plans to achieve growth by offering advanced products and services; our anticipated capital expenditures for our upgrades and new equipment and facilities; our ability to fund capital expenditures and any future acquisitions; the effects of governmental regulation on our business; our ability to compete effectively in a highly competitive and changing environment; our ability to sustain basic customers; our ability to obtain programming as needed and at reasonable prices; our ability to continue to do business with existing vendors, particularly high-tech companies that do not have a long operating history; and general business and economic conditions, particularly in light of the uncertainty stemming from the armed conflict related to the September 11, 2001 terrorist activities in the United States. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no obligation to update any of the forward-looking statements after the date of this Report to conform these statements to actual results or to changes in our expectations.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Charter Communications, Inc. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. CHARTER COMMUNICATIONS, INC., ----------------------------------------- Registrant Dated: August 6, 2002 By: /s/ Kent D. Kalkwarf ------------------------------------- Name: Kent D. Kalkwarf Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer)
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press release dated August 6, 2002.
NEWS FOR RELEASE: 7:00 A.M. CT TUESDAY, AUGUST 6, 2002 CHARTER EXCEEDS REVENUE GROWTH TARGET FOR THE SECOND QUARTER OF 2002 RECORD CABLE MODEM DEMAND FUELS GROWTH ST. LOUIS - Charter Communications, Inc. (Nasdaq: CHTR) reported today that second quarter 2002 revenue exceeded expectations, and that operating cash flow and revenue generating unit (RGU) growth were in-line with growth targets. Charter executives will discuss second quarter financial results and expectations for the remainder of the year in a conference call this morning. "We're aggressively executing on our business strategy," Carl Vogel, President and CEO, said. "At the same time, we're continuing to address the need to maintain the confidence of the marketplace, including an increased level of disclosure as provided in the Form 10-Q filed with the SEC today," he continued. "We're committed to continuing careful oversight on issues related to integrity, accounting practices, financial health, and corporate governance, which are fundamental to maintaining that confidence." SECOND QUARTER FINANCIAL HIGHLIGHTS Revenue during the second quarter of 2002 increased 14.3% to $1.158 billion, and operating cash flow increased 13.8% to $501 million compared to pro forma results for the second quarter of 2001. "The business of broadband has excellent momentum and continues to demonstrate significant consumer demand. Charter is capitalizing on this demand and delivering revenue growth for the quarter exceeding the high end of our expectations," Mr. Vogel said. Charter reported basic and diluted loss per share of $.69 for the second quarter of 2002, compared to a loss per share of $1.07 for the second quarter of 2001, an improvement primarily due to the adoption of the new accounting standard relating to the amortization of goodwill and other intangible assets. - more -
CHARTER, PAGE TWO... DEMAND FOR ADVANCED SERVICES CONTINUES Charter added 286,900 RGUs during the second quarter, excluding customers added through acquisition, fueled by a record 157,800 cable modem customers additions. Charter now provides high-speed Internet service to over 905,000 customers. Charter's advanced broadband network also delivers a wide range of television channels and programs to approximately 6.8 million households. As of June 30, 2002, Charter Digital Cable(R) customers totaled 2,380,500, or approximately 35% of Charter's video customer base. "Even as we've expanded our service offerings, ventured into new areas and found more applications for our broadband pipe, we continue to produce excellent results from our video business," said Mr. Vogel. "When our broadband Internet service is combined in a bundle with our digital video product, the effect on customer retention is significant." Mr. Vogel said Charter's challenge in the future will be to effectively market analog and digital video, video on demand, high-speed data, home networking, and other interactive services and products with compelling offers that emphasize the value of these services. "We're focused on effective ways of communicating the benefits of bundling to the general marketplace, both in terms of value and convenience. Each home and business we pass provides an opportunity to sell one or more of these products," Mr. Vogel said. LOOKING AHEAD Charter expects revenue for the third quarter of 2002 to range from $1.185 billion to $1.20 billion, representing a 13.2% to 14.6% increase over the year ago pro forma results. Operating cash flow for the third quarter is expected to be between $520 million and $530 million, representing 13.7% to 15.9% growth over the same prior year period pro forma results. Charter expects to add 350,000 to 375,000 RGUs in the third quarter. RGUs are comprised of basic, digital and cable modem customers. Charter expects 2002 annual revenue of between $4.6 billion and $4.7 billion. Annual operating cash flow is expected to range between $2.035 billion and $2.070 billion. Charter expects to add a total of approximately 1,100,000 to 1,200,000 RGUs during 2002. Growth in digital and cable modem customers is expected to offset a decline in basic customers compared to actual December 31, 2001 customers. Charter expects to end the year with over 6.8 million basic customers. Annual capital expenditures are expected to be $2.350 billion, down $125 million from original guidance of $2.475 billion. The capital expenditure savings will - more-
CHARTER, PAGE THREE... primarily come from efficiencies, decreased churn, increased self installations, reduced installation time and improved inventory management. Effective July 1, 2002, Charter will adopt certain provisions of Statement of Financial Accounting Standards No. 123 under which compensation expense of stock-based awards to employees will be recognized over the vesting period based on the fair value of the awards on the grant dates. ABOUT CHARTER COMMUNICATIONS Charter Communications, A Wired World Company(TM), is among the nation's largest broadband communications companies, currently serving some 6.8 million customers in 40 states. Charter provides a full range of advanced broadband services to the home, including cable television on an advanced digital video programming platform marketed under the Charter Digital Cable(R) brand and high-speed Internet access via Charter Pipeline(R). Commercial high-speed data, video and Internet solutions are provided under the Charter Business NetworksTM brand. Advertising sales and production services are sold under Charter Media. A Fortune 500 and NASDAQ 100 Company, Charter was the 2001 recipient of the Outstanding Corporate Growth Award from the Association for Corporate Growth, the 2001 R.E. "Ted" Turner Innovator of the Year Award from the Southern Cable Telecommunications Association, and the 2001 Fast 50 Award for Growth from the St. Louis Regional Chamber and Growth Association. # # # More information about Charter can be found at www.charter.com. Detailed financial information is included in the attached addendum. Charter will conduct a conference call to discuss their operating results on Tuesday, August 6, 2002 at 11:00 AM Eastern Time. The call will be available live via webcast at www.charter.com. The call will be available on the "Investor Center" portion of the website, via "About Us." Participants should go to the call link at least 10 minutes prior to the start time to register. The call will be archived on the website. STATEMENTS IN THIS PRESS RELEASE REGARDING CHARTER COMMUNICATIONS' BUSINESS THAT ARE NOT HISTORICAL FACTS MAY BE "FORWARD-LOOKING STATEMENTS." FORWARD-LOOKING STATEMENTS ARE INHERENTLY SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY SUCH FORWARD-LOOKING STATEMENTS ARE IDENTIFIED IN THE REPORTS AND DOCUMENTS CHARTER FILES FROM TIME TO TIME WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. CONTACTS: Media: Andy Morgan Equity Analysts: Mary Jo Moehle High Yield Analysts: Ralph Kelly 314.543.2217 314.543.2397 314.543.2388 amorgan@chartercom.com mmoehle@chartercom.com rkelly@chartercom.com
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) THREE MONTHS ENDED JUNE 30, ------------------------------- ACTUAL ACTUAL 2002 2001 % CHANGE ------------- ------------- ------------- REVENUES: Analog video ............................ $ 776,915 $ 666,725 Digital video ........................... 117,560 68,192 Cable modem ............................. 83,410 32,850 Advertising sales ....................... 90,352 64,514 Other ................................... 90,176 96,194 ------------- ------------- Total revenues ....................... 1,158,413 928,475 24.8% ------------- ------------- OPERATING EXPENSES: Analog video programming ................ 265,947 211,839 Digital video ........................... 40,827 24,081 Cable modem ............................. 39,013 20,440 Advertising sales ....................... 21,435 13,665 Service ................................. 53,377 44,083 General and administrative .............. 194,973 153,703 Marketing ............................... 25,088 18,617 Corporate expenses ...................... 16,660 13,993 ------------- ------------- Operating expenses ................... 657,320 500,421 31.4% ------------- ------------- Operating cash flow .................. 501,093 428,054 17.1% Depreciation and amortization ............. 492,168 720,952 Option compensation expense .............. 717 4,850 Interest, net ............................. 373,388 314,910 Other, net ................................ 66,241 23,991 ------------- ------------- 932,514 1,064,703 ------------- ------------- Loss before minority interest ............. (431,421) (636,649) Minority interest ......................... 229,422 362,784 ------------- ------------- Net loss .................................. (201,999) (273,865) Dividends of preferred stock - redeemable 727 -- ------------- ------------- Net loss applicable to common stock ....... $ (202,726) $ (273,865) ============= ============= Basic and diluted loss per share .......... $ (0.69) $ (1.07) ============= ============= Weighted average common shares outstanding 294,453,454 255,027,543 ============= ============= Addendum to Charter Communications, Inc. Earnings Release Period Ended June 30, 2002 Page 1 of 7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) SIX MONTHS ENDED JUNE 30, -------------------------------- ACTUAL ACTUAL 2002 2001 % CHANGE ------------- ------------- ------------- REVENUES: Analog video ........................... $ 1,531,537 $ 1,316,080 Digital video .......................... 221,273 123,239 Cable modem ........................... 150,671 58,016 Advertising sales ...................... 149,893 120,155 Other .................................. 183,373 184,783 ------------- ------------- Total revenues ...................... 2,236,747 1,802,273 24.1% ------------- ------------- OPERATING EXPENSES: Analog video programming ............... 527,587 422,213 Digital video .......................... 75,954 44,690 Cable modem ........................... 73,921 38,086 Advertising sales ...................... 40,628 28,930 Service ................................ 104,583 86,034 General and administrative ............. 387,832 303,382 Marketing .............................. 43,861 35,241 Corporate expenses ..................... 32,091 27,715 ------------- ------------- Operating expenses .................. 1,286,457 986,291 30.4% ------------- ------------- Operating cash flow ................. 950,290 815,982 16.5% Depreciation and amortization ............ 979,137 1,416,847 Option compensation expense .............. 1,353 10,888 Interest, net ............................ 736,555 625,650 Other, net ............................... 36,231 83,908 ------------- ------------- 1,753,276 2,137,293 ------------- ------------- Loss before minority interest ............ (802,986) (1,321,311) Minority interest ........................ 426,820 766,746 ------------- ------------- Net loss ................................. (376,166) (554,565) Dividends of preferred stock - redeemable 1,454 -- ------------- ------------- Net loss applicable to common stock ...... $ (377,620) $ (554,565) ============= ============= Basic and diluted loss per share ......... $ (1.28) $ (2.27) ============= ============= Weighted average common shares outstanding 294,424,366 244,461,311 ============= ============= Addendum to Charter Communications, Inc. Earnings Release Period Ended June 30, 2002 Page 2 of 7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) ACTUAL ACTUAL JUNE 30, DECEMBER 31, 2002 2001 ----------- ----------- ASSETS CURRENT ASSETS: Cash and cash equivalents ..................................$ 6,552 $ 1,679 Accounts receivable, net of allowance for doubtful accounts 231,066 290,504 Receivables from related party ............................. 6,782 4,634 Prepaid expenses and other current assets .................. 69,262 70,362 ----------- ----------- Total current assets ..................................... 313,662 367,179 ----------- ----------- INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net ................... 7,313,082 7,149,483 Franchises, net ...................................... 17,175,085 17,138,774 ----------- ----------- Total investment in cable properties, net .......... 24,488,167 24,288,257 ----------- ----------- OTHER ASSETS ............................................... 373,037 306,388 ----------- ----------- Total assets ....................................... $25,174,866 $24,961,824 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses ............... $ 1,160,712 $ 1,374,994 ----------- ----------- Total current liabilities .......................... 1,160,712 1,374,994 ----------- ----------- LONG-TERM DEBT ............................................. 17,572,357 16,342,873 DEFERRED MANAGEMENT FEES - RELATED PARTY ................... 13,751 13,751 OTHER LONG-TERM LIABILITIES ............................... 373,650 341,057 MINORITY INTEREST ......................................... 3,523,913 3,976,791 PREFERRED STOCK - REDEEMABLE ............................... 50,566 50,566 SHAREHOLDERS' EQUITY ...................................... 2,479,917 2,861,792 ----------- ----------- Total liabilities and shareholders' equity ......... $25,174,866 $24,961,824 =========== =========== Addendum to Charter Communications, Inc. Earnings Release Period Ended June 30, 2002 Page 3 of 7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) SIX MONTHS ENDED JUNE 30, ----------------------------- 2002 2001 ----------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ............................................................................ $ (376,166) $ (554,565) Adjustments to reconcile net loss to net cash flows from operating activities: Minority interest ................................................................ (426,820) (766,746) Depreciation and amortization .................................................... 979,137 1,416,847 Option compensation expense ...................................................... 1,353 10,888 Noncash interest expense ......................................................... 192,200 127,375 Loss on equity investments ....................................................... 1,547 36,094 Loss on derivative instruments and hedging activities ........................... 29,665 17,593 Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable .............................................................. 54,148 10,572 Prepaid expenses and other current assets ........................................ 1,471 (12,311) Accounts payable and accrued expenses ............................................ (227,406) (285,235) Receivables from and payables to related party, including deferred management fees (2,148) 17,621 ----------- ----------- Net cash flows from operating activities .................................... 226,981 18,133 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment .......................................... (1,113,902) (1,362,260) Payments for acquisitions, net of cash acquired ..................................... (125,025) (1,747,657) Purchases of investments ............................................................ (8,399) (3,600) Other investing activities .......................................................... (1,051) (3,394) ----------- ----------- Net cash flows from investing activities ......................................... (1,248,377) (3,116,911) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock .............................................. 1,182 1,227,927 Borrowings of long-term debt ........................................................ 2,452,947 6,536,554 Repayments of long-term debt ........................................................ (1,393,182) (4,139,588) Payments for debt issuance costs .................................................... (34,678) (84,084) ----------- ----------- Net cash flows from financing activities ......................................... 1,026,269 3,540,809 ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS ............................................. 4,873 442,031 CASH AND CASH EQUIVALENTS, beginning of period ........................................ 1,679 130,702 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period .............................................. $ 6,552 $ 572,733 =========== =========== CASH PAID FOR INTEREST ................................................................ $ 532,921 $ 445,521 =========== =========== NONCASH TRANSACTIONS: Reclassification of redeemable securities to equity and minority interest ........... $ -- $ 1,104,327 =========== =========== Exchange of cable system for acquisition ............................................ $ -- $ 24,440 =========== =========== Addendum to Charter Communications, Inc. Earnings Release Period Ended June 30, 2002 Page 4 of 7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------- ------------------------- ACTUAL PRO FORMA ACTUAL PRO FORMA 2002 2001 (a) % CHANGE 2002 2001 (a) % CHANGE --------- --------- --------- --------- --------- --------- REVENUES: Analog video ............. $ 776,915 $ 730,430 $1,531,537 $1,443,558 Digital video ............ 117,560 72,166 221,273 130,962 Cable modem .............. 83,410 35,542 150,671 62,271 Advertising sales ........ 90,352 80,015 149,893 140,480 Other .................... 90,176 95,327 183,373 189,290 --------- --------- --------- --------- Total revenues ........ 1,158,413 1,013,480 14.3% 2,236,747 1,966,561 13.7% --------- --------- --------- --------- OPERATING EXPENSES: Analog video programming . 265,947 237,210 527,587 471,661 Digital video ............ 40,827 22,212 75,954 40,075 Cable modem .............. 39,013 35,308 73,921 58,971 Advertising sales ........ 21,435 15,654 40,628 33,083 Service .................. 53,377 48,650 104,583 91,552 General and administrative 194,973 172,488 387,832 342,121 Marketing ................ 25,088 22,976 43,861 44,486 Corporate expenses ....... 16,660 18,543 32,091 37,269 --------- --------- --------- --------- Operating expenses .... 657,320 573,041 14.7% 1,286,457 1,119,218 14.9% --------- --------- --------- --------- Operating cash flow (b) $ 501,093 $ 440,439 13.8% $ 950,290 $ 847,343 12.1% ========== ========== ========== ========== (a) The pro forma results reflect all significant acquisitions and dispositions closed during 2002 and 2001, as if the transactions closed on January 1, 2001. Pro forma revenues exceed actual revenues for the three and six months ended June 30, 2001 by $85.0 million and $164.3 million, respectively. Pro forma operating cash flow (OCF) exceeds actual OCF for three and six months ended June 30, 2001 by $12.4 million and $31.4 million, respectively. The unaudited pro forma financial information has been presented for comparative purposes and does not purport to be indicative of the consolidated results of operations had these transactions been completed as of the assumed date or which may be obtained in the future. See page 1 of 7 and page 2 of 7 of this addendum to the earnings release for a comparison of actual operating results. (b) Information concerning OCF has been included as it is used by certain investors as one measure of financial performance. OCF is not a measure of financial performance under accounting principles generally accepted in the United States and is not necessarily comparable to similarly titled measures used by other companies. OCF should not be construed as an alternative to operating income or to cash flows from operating activities as determined in accordance with accounting principles generally accepted in the United States. Addendum to Charter Communications, Inc. Earnings Release Period Ended June 30, 2002 Page 5 of 7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED COMPARATIVE QUARTERLY OPERATING STATISTICS (DOLLARS IN THOUSANDS) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ----------------------------- ------------------------------ 2002 2001 2002 2001 ------------- ------------- ------------- ------------- Pro Forma Operating Cash Flow Margin (a) ........................ 43.3% 43.5% 42.5% 43.1% Capital Expenditures ............................................ $ 642,603 $ 837,737 $ 1,113,902 $ 1,362,260 Pro Forma Operating Cash Flow per Pro Forma Basic Customer (a)(b) $ 73.87 $ 63.19 $ 140.08 $ 121.57 Capital Expenditures per Basic Customer (c) ..................... $ 94.72 $ 131.14 $ 164.20 $ 213.24 THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, --------------------------------- --------------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ----------- FREE CASH FLOW CALCULATION Historical Operating Cash Flow ......... $ 501,093 $ 428,054 $ 950,290 $ 815,982 Less: Capital Expenditures ............. (642,603) (837,737) (1,113,902) (1,362,260) ----------- ----------- ----------- ----------- Operating Free Cash Flow (d) ........... (141,510) (409,683) (163,612) (546,278) Less: Cash Change in Working Capital (e) 73,118 4,852 (185,960) (332,225) Less: Cash Paid for Interest ........... (389,871) (279,317) (532,921) (445,521) ----------- ----------- ----------- ----------- Free Cash Flow (d) ..................... $ (458,263) $ (684,148) $ (882,493) $(1,324,024) =========== =========== =========== =========== (a) Refer to footnote (a) on page 5 of 7 of this addendum to the earnings release for details related to the nature of the pro forma information provided. (b) Pro forma operating cash flow per pro forma basic customer is calculated by dividing pro forma operating cash flow during the respective period by pro forma basic customers as of the end of the period. (c) Capital expenditures per basic customer represent capital expenditures during the respective period divided by basic customers as of the end of the period. The capital expenditures and basic customer number for June 30, 2001 does not include the systems acquired from AT&T Broadband on June 30, 2001. (d) Operating free cash flow and free cash flow are not measures of performance calculated in accordance with accounting principles generally accepted in the United States. However, we believe that operating free cash flow and free cash flow are useful in evaluating our performance based on liquidity, operating performance and leverage. Operating free cash flow and free cash flow should not be construed as alternatives to operating income as an indicator of our performance and may not be comparable to similarly titled measures used by other companies. (e) Cash change in working capital is calculated based on the cash flow changes in current assets and current liabilities during the respective period, excluding changes related to interest. Addendum to Charter Communications, Inc. Earnings Release Period Ended June 30, 2002 Page 6 of 7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED SUMMARY OF OPERATING STATISTICS ACTUAL PRO FORMA PRO FORMA ---------- ---------- ---------- JUNE 30, DECEMBER 31, JUNE 30, 2002 2001 (a) 2001 (a) ---------- ---------- ---------- BASIC ANALOG VIDEO Basic Homes Passed (b) ....................................... 11,800,700 11,502,300 11,481,500 Basic Customers (c) .......................................... 6,783,900 6,953,700 6,969,900 Penetration of Basic Homes Passed (d) ........................ 57.5% 60.5% 60.7% Average Monthly Revenue (for the quarter ended) per Basic Customer (as of quarter end) ...................... $ 56.92 $ 53.07 $ 48.47 DIGITAL VIDEO Digital Homes Passed (b) ..................................... 11,222,500 10,638,300 10,042,500 Digital Customers (e) ........................................ 2,380,500 2,144,800 1,701,500 Penetration of Digital Homes Passed (d) ...................... 21.2% 20.2% 16.9% Penetration of Basic Customers (f) ........................... 35.1% 30.8% 24.4% Digital Converters Deployed .................................. 3,305,300 2,951,400 2,100,400 DATA SERVICES Cable Modem Homes Passed (b) ................................. 8,795,200 7,560,600 6,399,000 Data Customers: Cable Modem Customers (g) ................................... 905,500 607,700 405,400 Dial-up Customers ........................................... 18,600 37,100 40,300 ---------- ---------- ---------- Total Data Customers ...................................... 924,100 644,800 445,700 ========== ========== ========== Penetration of Cable Modem Homes Passed (d) .................... 10.3% 8.0% 6.3% REVENUE GENERATING UNITS Basic Customers (c) .......................................... 6,783,900 6,953,700 6,969,900 New Services (Digital Video and Cable Modem Customers) (e) (g) 3,286,000 2,752,500 2,106,900 ---------- ---------- ---------- Total Revenue Generating Units ............................ 10,069,900 9,706,200 9,076,800 ========== ========== ========== (a) The pro forma statistics reflect all significant acquisitions and dispositions closed during 2002 and 2001, as if such transactions had occurred on January 1, 2001. (b) Homes passed represent the number of living units, such as single residence homes, apartments and condominium units, passed by the cable television distribution network in a given cable system service area to which we offer the service indicated. (c) As of June 30, 2002 and 2001, basic customers include: 1) approximately 43,800 and 18,000 (0.6% and 0.3% of total customers), respectively, customers who pay an additional $10 per month over the standard modem retail rate and are entitled to receive "lifeline basic" service as a result of their purchase of cable modem service and 2) approximately 217,800 and 218,500, respectively, commercial customers who are calculated on an equivalent bulk unit ("EBU") basis. EBU is calculated by dividing the bulk rate charged to respective accounts by the most prevalent rate charged in each system for the comparable tier of service to determine the equivalent customers. The EBU method of calculating basic customers is consistent with the methodology used in determining costs paid to programmers and has been consistently applied. (d) Penetration represents the number of customers as a percentage of homes passed. (e) Digital customers include all households that have one or more digital converter boxes. Included in digital customers at June 30, 2002 and 2001 are 11,900 and 0, respectively, customers that receive digital service directly through satellite transmission. (f) Penetration represents the number of digital customers as a percentage of basic customers. (g) As of June 30, 2002 and 2001, cable modem customers include approximately 75,300 and 28,000, respectively, commercial customers who are calculated on an equivalent modem unit ("EMU") basis. EMU is calculated by dividing commercial revenue by the average effective rate charged in each system for modem services to determine the equivalent customers. We have utilized this methodology since 1999, as it conforms to the internal practices followed for operating and capital expenditure budgeting. Addendum to Charter Communications, Inc. Earnings Release Period Ended June 30, 2002 Page 7 of 7