000-27927
|
43-1857213
|
|
(Commission File
Number)
|
(I.R.S. Employer
Identification Number)
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release dated May 7, 2009. *
|
|
·
|
the
completion of the Company’s restructuring including the outcome and impact
on our business of the proceedings under Chapter 11 of the Bankruptcy
Code;
|
·
|
the
ability of the Company to satisfy closing conditions under the
agreements-in-principle with certain of our bondholders and pre-arranged
Joint Plan of Reorganization (“the Plan”) and related documents and to
have the Plan confirmed by the bankruptcy
court;
|
|
·
|
the
availability and access, in general, of funds to meet interest payment
obligations under our debt and to fund our operations and necessary
capital expenditures, either through cash on hand, cash flows from
operating activities, further borrowings or other sources and, in
particular, our ability to fund debt obligations (by dividend, investment
or otherwise) to the applicable obligor of such
debt;
|
|
·
|
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default
provisions;
|
|
·
|
our
ability to repay debt prior to or when it becomes due and/or successfully
access the capital or credit markets to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our
balance sheet and leverage position, especially given recent volatility
and disruption in the capital and credit
markets;
|
·
|
the
impact of competition from other distributors, including but not limited
to incumbent telephone companies, direct broadcast satellite operators,
wireless broadband providers, and digital subscriber line (“DSL”)
providers;
|
|
·
|
difficulties
in growing and operating our telephone services, while adequately meeting
customer expectations for the reliability of voice
services;
|
|
·
|
our
ability to adequately meet demand for installations and customer
service;
|
|
·
|
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and other
services, and to maintain and grow our customer base, particularly in the
face of increasingly aggressive
competition;
|
|
·
|
our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
|
|
·
|
general
business conditions, economic uncertainty or downturn, including the
recent volatility and disruption in the capital and credit markets and the
significant downturn in the housing sector and overall economy;
and
|
|
·
|
the
effects of governmental regulation on our
business.
|
By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title: Vice President,
Controller and Chief Accounting
Officer
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release dated May 7,
2009. *
|
·
|
First
quarter pro
forma1revenues of $1.661 billion grew 6.5% on a
pro forma basis
and revenues grew 6.3% on an actual basis; primarily
driven by increases in telephone and high-speed Internet (HSI)
revenues.
|
·
|
First
quarter adjusted
EBITDA2 of $616 million grew 13.2% on a
pro forma basis
and 13.0% on an actual basis.
|
·
|
First
quarter adjusted EBITDA margin of 37.1% increased more than 200 basis
points on a pro
forma and actual basis.
|
·
|
Total
average monthly revenue per basic video customer (ARPU) for the quarter
increased 9.9% year-over-year to $110.32, driven by increased sales of The
Charter BundleTM
and advanced services growth.
|
·
|
Revenue
generating units (RGUs) increased 149,600 during the first quarter, driven
by increased telephone and HSI customers. RGUs increased 4.1% compared to
March 31, 2008.
|
·
|
Commercial
revenues increased 16.3% year over year on a pro forma and actual
basis, accounting for approximately 15% of total first quarter revenue
growth, primarily driven by the Charter Business
Bundle.
|
·
|
Digital
video customers increased by approximately 25,600 and basic video
customers decreased by 22,200 during the first quarter. Video ARPU was
$60.61 for the first quarter of 2009, up 5.3% year-over-year. Customers
leasing high-definition or digital video recorder set tops has increased
more than 30% year over year, and on demand orders during the first
quarter of 2009 increased nearly 40% compared to the year ago quarter,
driving increased video ARPU and customer
satisfaction.
|
·
|
First
quarter 2009 net gains of HSI customers were approximately
71,900. HSI ARPU of $41.26 increased approximately 2.5%
compared to both the year ago and prior quarter, driven by customer
upgrades to higher levels of
service.
|
·
|
First
quarter 2009 net gains of telephone customers were approximately 74,300.
Telephone penetration is now 13.5% of approximately 10.6 million telephone
homes passed as of March 31, 2009.
|
•
|
the
completion of the Company’s restructuring including the outcome and impact
on our business of the proceedings under Chapter 11 of the Bankruptcy
Code;
|
•
|
the
ability of the Company to satisfy closing conditions under the
agreements-in-principle with certain of our bondholders and pre-arranged
Joint Plan of Reorganization (“the Plan”) and related documents and to
have the Plan confirmed by the bankruptcy
court;
|
•
|
the
availability and access, in general, of funds to meet interest payment
obligations under our debt and to fund our operations and necessary
capital expenditures, either through cash on hand, cash flows from
operating activities, further borrowings or other sources and, in
particular, our ability to fund debt obligations (by dividend, investment
or otherwise) to the applicable obligor of such
debt;
|
•
|
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which, if not cured in a timely manner, could
trigger a default of our other obligations under cross-default
provisions;
|
•
|
our
ability to repay debt prior to or when it becomes due and/or successfully
access the capital or credit markets to refinance that debt through new
issuances, exchange offers or otherwise, including restructuring our
balance sheet and leverage position, especially given recent volatility
and disruption in the capital and credit
markets;
|
•
|
the
impact of competition from other distributors, including but not limited
to incumbent telephone companies, direct broadcast satellite operators,
wireless broadband providers, and digital subscriber line ("DSL")
providers;
|
•
|
difficulties
in growing and operating our telephone services, while adequately meeting
customer expectations for the reliability of voice
services;
|
•
|
our
ability to adequately meet demand for installations and customer
service;
|
•
|
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and other
services, and to maintain and grow our customer base, particularly in the
face of increasingly aggressive
competition;
|
•
|
our
ability to obtain programming at reasonable prices or to adequately raise
prices to offset the effects of higher programming
costs;
|
•
|
general
business conditions, economic uncertainty or downturn, including the
recent volatility and disruption in the capital and credit markets and the
significant downturn in the housing sector and overall economy;
and
|
•
|
the
effects of governmental regulation on our
business.
|
CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
||||||||||||
(DEBTOR-IN-POSSESSION)
|
||||||||||||
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND OPERATING
DATA
|
||||||||||||
(DOLLARS
IN MILLIONS, EXCEPT PER SHARE AND SHARE DATA)
|
||||||||||||
Three
Months Ended March 31,
|
||||||||||||
2009
|
2008
|
|||||||||||
Actual
|
Actual
|
%
Change
|
||||||||||
REVENUES:
|
||||||||||||
Video
|
$ | 872 | $ | 858 | 1.6 | % | ||||||
High-speed
Internet
|
360 | 328 | 9.8 | % | ||||||||
Telephone
|
169 | 121 | 39.7 | % | ||||||||
Commercial
|
107 | 92 | 16.3 | % | ||||||||
Advertising
sales
|
54 | 67 | (19.4 | %) | ||||||||
Other
|
100 | 98 | 2.0 | % | ||||||||
Total
revenues
|
1,662 | 1,564 | 6.3 | % | ||||||||
COSTS
AND EXPENSES:
|
||||||||||||
Operating
(excluding depreciation and amortization) (a)
|
713 | 681 | 4.7 | % | ||||||||
Selling,
general and administrative (excluding stock
|
||||||||||||
compensation
expense) (b)
|
333 | 338 | (1.5 | %) | ||||||||
Operating
costs and expenses
|
1,046 | 1,019 | 2.6 | % | ||||||||
Adjusted
EBITDA
|
616 | 545 | 13.0 | % | ||||||||
Adjusted
EBITDA margin
|
37.1 | % | 34.8 | % | ||||||||
Depreciation
and amortization
|
321 | 321 | ||||||||||
Stock
compensation expense
|
11 | 8 | ||||||||||
Other
operating (income) expenses, net
|
(50 | ) | 11 | |||||||||
Income
from operations
|
334 | 205 | ||||||||||
OTHER
INCOME (EXPENSES):
|
||||||||||||
Interest
expense, net (excluding unrecorded contractual interest
|
||||||||||||
expense
of $9 in 2009)
|
(463 | ) | (466 | ) | ||||||||
Change
in value of derivatives
|
(4 | ) | (37 | ) | ||||||||
Reorganization
items, net
|
(141 | ) | - | |||||||||
Other
income (expense), net
|
1 | (1 | ) | |||||||||
(607 | ) | (504 | ) | |||||||||
Loss
before income taxes
|
(273 | ) | (299 | ) | ||||||||
Income
tax expense
|
(61 | ) | (58 | ) | ||||||||
Consolidated
net loss
|
(334 | ) | (357 | ) | ||||||||
Less: Net
(income) loss - noncontrolling interest
|
129 | (2 | ) | |||||||||
Net
loss - Charter shareholders
|
$ | (205 | ) | $ | (359 | ) | ||||||
Loss
per common share, basic and diluted:
|
||||||||||||
Net
loss - Charter shareholders
|
$ | (0.54 | ) | $ | (0.97 | ) | ||||||
Weighted
average common shares outstanding, basic and diluted
|
378,095,547 | 370,085,187 | ||||||||||
(a) Operating
expenses include programming, service, and advertising sales
expenses.
|
||||||||||||
(b) Selling,
general and administrative expenses include general and administrative and
marketing expenses.
|
||||||||||||
Adjusted
EBITDA is a non-GAAP term. See page 7 of this addendum for the
reconciliation of adjusted EBITDA to net cash flows from operating
activities as defined by GAAP.
|
CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
||||||||||||
(DEBTOR-IN-POSSESSION)
|
||||||||||||
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND OPERATING
DATA
|
||||||||||||
(DOLLARS
IN MILLIONS, EXCEPT PER SHARE AND SHARE DATA)
|
||||||||||||
Three
Months Ended March 31,
|
||||||||||||
2009
|
2008
|
|||||||||||
Pro
Forma (a)
|
Pro
Forma (a)
|
%
Change
|
||||||||||
REVENUES:
|
||||||||||||
Video
|
$ | 871 | $ | 855 | 1.9 | % | ||||||
High-speed
Internet
|
360 | 327 | 10.1 | % | ||||||||
Telephone
|
169 | 121 | 39.7 | % | ||||||||
Commercial
|
107 | 92 | 16.3 | % | ||||||||
Advertising
sales
|
54 | 67 | (19.4 | %) | ||||||||
Other
|
100 | 98 | 2.0 | % | ||||||||
Total
revenues
|
1,661 | 1,560 | 6.5 | % | ||||||||
COSTS
AND EXPENSES:
|
||||||||||||
Operating
(excluding depreciation and amortization) (b)
|
712 | 679 | 4.9 | % | ||||||||
Selling,
general and administrative (excluding stock
|
||||||||||||
compensation
expense) (c)
|
333 | 337 | (1.2 | %) | ||||||||
Operating
costs and expenses
|
1,045 | 1,016 | 2.9 | % | ||||||||
Adjusted
EBITDA
|
616 | 544 | 13.2 | % | ||||||||
Adjusted
EBITDA margin
|
37.1 | % | 34.9 | % | ||||||||
Depreciation
and amortization
|
321 | 320 | ||||||||||
Stock
compensation expense
|
11 | 8 | ||||||||||
Other
operating (income) expenses, net
|
(52 | ) | 11 | |||||||||
Income
from operations
|
336 | 205 | ||||||||||
OTHER
INCOME (EXPENSES):
|
||||||||||||
Interest
expense, net (excluding unrecorded contractual interest
|
||||||||||||
expense
of $9 in 2009)
|
(463 | ) | (466 | ) | ||||||||
Change
in value of derivatives
|
(4 | ) | (37 | ) | ||||||||
Reorganization
items, net
|
(141 | ) | - | |||||||||
Other
income (expense), net
|
1 | (1 | ) | |||||||||
(607 | ) | (504 | ) | |||||||||
Loss
before income taxes
|
(271 | ) | (299 | ) | ||||||||
Income
tax expense
|
(61 | ) | (58 | ) | ||||||||
Consolidated
net loss
|
(332 | ) | (357 | ) | ||||||||
Less: Net
(income) loss - noncontrolling interest
|
129 | (2 | ) | |||||||||
Net
loss - Charter shareholders
|
$ | (203 | ) | $ | (359 | ) | ||||||
Loss
per common share, basic and diluted:
|
||||||||||||
Net
loss - Charter shareholders
|
$ | (0.54 | ) | $ | (0.97 | ) | ||||||
Weighted
average common shares outstanding, basic and diluted
|
378,095,547 | 370,085,187 | ||||||||||
(a) Pro
forma results reflect certain sales of cable systems in 2008 and 2009 as
if they occurred as of January 1, 2008. The pro forma statements of
operations do not include adjustments for financing transactions completed
by Charter during the periods presented or certain other dispositions of
assets because those transactions did not significantly impact Charter's
adjusted EBITDA. However, all transactions completed in 2008 and 2009
have been reflected in the operating statistics. The pro forma data
is based on information available to Charter as of the date of this
document and certain assumptions that we believe are reasonable under the
circumstances. The financial data required allocation of certain revenues
and expenses and such information has been presented for comparative
purposes and is not intended to provide any indication of what our actual
financial position, or results of operations would have been had the
transactions described above been completed on the dates indicated or to
project our results of operations for any future date.
|
||||||||||||
(b) Operating
expenses include programming, service, and advertising sales
expenses.
|
||||||||||||
(c) Selling,
general and administrative expenses include general and administrative and
marketing expenses.
|
||||||||||||
March 31,
2009. Pro forma revenues, operating costs and expenses and net
loss were reduced by $1 million, $1 million and $2 million, respectively,
for the three months ended March 31, 2009.
|
||||||||||||
March 31,
2008. Pro forma revenues, operating costs and expenses and net loss
were reduced by $4 million, $3 million and $0, respectively, for the three
months ended March 31, 2008.
|
||||||||||||
Adjusted
EBITDA is a non-GAAP term. See page 7 of this addendum for the
reconciliation of adjusted EBITDA to net cash flows from operating
activities as defined by GAAP.
|
CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
||||||||
(DEBTOR-IN-POSSESSION)
|
||||||||
UNAUDITED
CONSOLIDATED BALANCE SHEETS
|
||||||||
(DOLLARS
IN MILLIONS)
|
||||||||
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 836 | $ | 960 | ||||
Accounts
receivable, net of allowance for doubtful accounts
|
188 | 222 | ||||||
Prepaid
expenses and other current assets
|
114 | 36 | ||||||
Total
current assets
|
1,138 | 1,218 | ||||||
INVESTMENT
IN CABLE PROPERTIES:
|
||||||||
Property,
plant and equipment, net
|
4,927 | 4,987 | ||||||
Franchises,
net
|
7,377 | 7,384 | ||||||
Total
investment in cable properties, net
|
12,304 | 12,371 | ||||||
OTHER
NONCURRENT ASSETS
|
208 | 293 | ||||||
Total
assets
|
$ | 13,650 | $ | 13,882 | ||||
LIABILITIES
AND SHAREHOLDERS' DEFICIT
|
||||||||
LIABILITIES
NOT SUBJECT TO COMPROMISE
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 1,322 | $ | 1,310 | ||||
Current
portion of long-term debt
|
11,774 | 155 | ||||||
Total
current liabilities
|
13,096 | 1,465 | ||||||
LONG-TERM
DEBT
|
- | 21,511 | ||||||
NOTE
PAYABLE - RELATED PARTY
|
- | 75 | ||||||
DEFERRED
MANAGEMENT FEES - RELATED PARTY
|
- | 14 | ||||||
OTHER
LONG-TERM LIABILITIES
|
683 | 1,082 | ||||||
LIABILITIES
SUBJECT TO COMPROMISE (INCLUDING AMOUNTS
|
||||||||
DUE
TO RELATED PARTY OF $102 AND $0, RESPECTIVELY)
|
10,470 | - | ||||||
TEMPORARY
EQUITY
|
252 | 241 | ||||||
SHAREHOLDERS'
DEFICIT
|
||||||||
Charter
shareholders' deficit
|
(10,714 | ) | (10,506 | ) | ||||
Noncontrolling
interest
|
(137 | ) | - | |||||
Total
shareholders' deficit
|
(10,851 | ) | (10,506 | ) | ||||
Total
liabilities and shareholders' deficit
|
$ | 13,650 | $ | 13,882 |
CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
||||||||
(DEBTOR-IN-POSSESSION)
|
||||||||
UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(DOLLARS
IN MILLIONS)
|
||||||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss - Charter shareholders
|
$ | (205 | ) | $ | (359 | ) | ||
Adjustments
to reconcile net loss to net cash flows from operating
activities:
|
||||||||
Depreciation
and amortization
|
321 | 321 | ||||||
Noncash
interest expense
|
15 | 14 | ||||||
Change
in value of derivatives
|
4 | 37 | ||||||
Reorganization
items, net
|
108 | - | ||||||
Deferred
income taxes
|
59 | 57 | ||||||
Noncontrolling
interest
|
(129 | ) | 2 | |||||
Other,
net
|
12 | 11 | ||||||
Changes
in operating assets and liabilities, net of effects from
dispositions
|
||||||||
Accounts
receivable
|
34 | 18 | ||||||
Prepaid
expenses and other assets
|
(78 | ) | (2 | ) | ||||
Accounts
payable, accrued expenses and other
|
46 | 105 | ||||||
Net
cash flows from operating activities
|
187 | 204 | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of property, plant and equipment
|
(269 | ) | (334 | ) | ||||
Change
in accrued expenses related to capital expenditures
|
(27 | ) | (31 | ) | ||||
Purchases
of short-term investments
|
- | (74 | ) | |||||
Other,
net
|
4 | 3 | ||||||
Net
cash flows from investing activities
|
(292 | ) | (436 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Borrowings
of long-term debt
|
- | 1,765 | ||||||
Repayments
of long-term debt
|
(17 | ) | (1,102 | ) | ||||
Payments
for debt issuance costs
|
- | (39 | ) | |||||
Other,
net
|
(2 | ) | - | |||||
Net
cash flows from financing activities
|
(19 | ) | 624 | |||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(124 | ) | 392 | |||||
CASH
AND CASH EQUIVALENTS, beginning of period
|
960 | 75 | ||||||
CASH
AND CASH EQUIVALENTS, end of period
|
$ | 836 | $ | 467 | ||||
CASH
PAID FOR INTEREST
|
$ | 221 | 323 |
CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
||||||||||||
(DEBTOR-IN-POSSESSION)
|
||||||||||||
UNAUDITED
SUMMARY OF OPERATING STATISTICS
|
||||||||||||
Approximate
as of
|
||||||||||||
Actual
|
Pro
Forma
|
|||||||||||
March
31,
|
December
31,
|
March
31,
|
||||||||||
2009
(a)
|
2008
(a)
|
2008
(a)
|
||||||||||
Customer
Summary:
|
||||||||||||
Customer
Relationships:
|
||||||||||||
Residential
(non-bulk) basic video customers (b)
|
4,746,000 | 4,769,900 | 4,924,400 | |||||||||
Multi-dwelling
(bulk) and commercial unit customers (c)
|
267,700 | 266,000 | 257,000 | |||||||||
Total
basic video customers
|
5,013,700 | 5,035,900 | 5,181,400 | |||||||||
Non-video
customers (b)
|
419,500 | 408,900 | 390,100 | |||||||||
Total
customer relationships (d)
|
5,433,200 | 5,444,800 | 5,571,500 | |||||||||
Pro
forma average monthly revenue per basic video customer (e)
|
$ | 110.32 | $ | 108.47 | $ | 100.37 | ||||||
Pro
forma average monthly video revenue per basic video customer
(f)
|
$ | 60.61 | $ | 59.19 | $ | 57.55 | ||||||
Residential
bundled customers (g)
|
2,814,700 | 2,749,000 | 2,597,300 | |||||||||
Revenue
Generating Units:
|
||||||||||||
Basic
video customers (b) (c)
|
5,013,700 | 5,035,900 | 5,181,400 | |||||||||
Digital
video customers (h)
|
3,157,700 | 3,132,100 | 3,014,200 | |||||||||
Residential
high-speed Internet customers (i)
|
2,947,100 | 2,875,200 | 2,762,400 | |||||||||
Telephone
customers (j)
|
1,423,100 | 1,348,800 | 1,085,000 | |||||||||
Total
revenue generating units (k)
|
12,541,600 | 12,392,000 | 12,043,000 | |||||||||
Video
Cable Services:
|
||||||||||||
Basic
Video:
|
||||||||||||
Estimated
homes passed (l)
|
11,896,600 | 11,852,000 | 11,723,000 | |||||||||
Basic
video customers (b)(c)
|
5,013,700 | 5,035,900 | 5,181,400 | |||||||||
Estimated
penetration of basic homes passed (b) (c) (l) (m)
|
42.1 | % | 42.5 | % | 44.2 | % | ||||||
Pro
forma basic video customers quarterly net loss (b) (c) (n)
|
(22,200 | ) | (74,900 | ) | (11,800 | ) | ||||||
Digital
Video:
|
||||||||||||
Digital
video customers (h)
|
3,157,700 | 3,132,100 | 3,014,200 | |||||||||
Digital
penetration of basic video customers (b) (c) (h) (o)
|
63.0 | % | 62.2 | % | 58.2 | % | ||||||
Digital
set-top terminals deployed
|
4,604,000 | 4,548,100 | 4,328,600 | |||||||||
Pro
forma digital video customers quarterly net gain (h) (n)
|
25,600 | 22,400 | 102,600 | |||||||||
Non-Video
Cable Services:
|
||||||||||||
High-Speed
Internet Services:
|
||||||||||||
Estimated
high-speed Internet homes passed (l)
|
11,287,800 | 11,229,400 | 11,044,600 | |||||||||
Residential
high-speed Internet customers (i)
|
2,947,100 | 2,875,200 | 2,762,400 | |||||||||
Estimated
penetration of high-speed Internet homes passed (i) (l)
(m)
|
26.1 | % | 25.6 | % | 25.0 | % | ||||||
Pro
forma average monthly high-speed Internet revenue per high-speed Internet
customer (f)
|
$ | 41.26 | $ | 40.26 | $ | 40.09 | ||||||
Pro
forma high-speed Internet customers quarterly net gain (i)
(n)
|
71,900 | 22,900 | 85,500 | |||||||||
Telephone
Services:
|
||||||||||||
Estimated
telephone homes passed (l)
|
10,577,400 | 10,434,400 | 9,520,400 | |||||||||
Telephone
customers (j)
|
1,423,100 | 1,348,800 | 1,085,000 | |||||||||
Estimated
penetration of telephone homes passed (i) (l) (m)
|
13.5 | % | 12.9 | % | 11.4 | % | ||||||
Pro
forma average monthly telephone revenue per telephone customer
(f)
|
$ | 42.56 | $ | 41.06 | $ | 40.42 | ||||||
Pro
forma telephone customers quarterly net gain (j) (n)
|
74,300 | 75,200 | 125,700 | |||||||||
Pro
forma operating statistics reflect the sales of cable systems in 2008 and
2009 as if such transactions had occurred as of the last day of the
respective period for all periods presented. The pro forma statements
of operations do not include adjustments for financing transactions
completed by Charter during the periods presented or certain other
dispositions of assets because those transactions did not significantly
impact Charter's adjusted EBITDA. However, all transactions completed
in 2008 and 2009 have been reflected in the operating
statistics.
|
||||||||||||
At
December 31, 2008 actual basic video customers, digital video customers,
high-speed Internet customers and telephone customers were 5,045,700,
3,133,400, 2,875,200, and 1,348,800, respectively.
|
||||||||||||
At
March 31, 2008 actual basic video customers, digital video customers,
high-speed Internet customers and telephone customers were 5,208,000,
3,023,200, 2,768,200, and 1,085,000, respectively.
|
||||||||||||
See
footnotes to unaudited summary of operating statistics on page 6 of this
addendum.
|
(a) "Customers"
include all persons our corporate billing records show as receiving
service (regardless of their payment status), except for complimentary
accounts. In addition, at March 31, 2009, December 31, 2008,
and March 31, 2008, “customers” include approximately 30,600, 36,000, and
30,600 persons, respectively, whose accounts were over 60 days past due in
payment, approximately 4,400, 5,300, and 4,700 persons, respectively,
whose accounts were over 90 days past due in payment and approximately
2,700, 2,700, and 3,200 persons, respectively, whose accounts were over
120 days past due in payment.
|
|||||||||||||
(b) "Basic
video customers" include all residential customers who receive video
services (including those who also purchase high-speed Internet and
telephone services) but excludes approximately 419,500, 408,900, and
390,100 customer relationships at March 31, 2009, December 31, 2008, and
March 31, 2008, respectively, who receive high-speed Internet service
only, telephone service only, or both high-speed Internet service and
telephone service and who are only counted as high-speed Internet
customers or telephone customers.
|
|||||||||||||
(c) Included
within "basic video customers" are those in commercial and multi-dwelling
structures, which are calculated on an equivalent bulk unit (“EBU”)
basis. EBU is calculated for a system by dividing the bulk
price charged to accounts in an area by the most prevalent price charged
to non-bulk residential customers in that market for the comparable tier
of service. The EBU method of estimating basic video customers
is consistent with the methodology used in determining costs paid to
programmers and has been used consistently each reporting
year. As we increase our effective video prices to residential
customers without a corresponding increase in the prices charged to
commercial service or multi-dwelling customers, our EBU count will decline
even if there is no real loss in commercial service or multi-dwelling
customers.
|
|||||||||||||
(d) "Customer
relationships" include the number of customers that receive one or more
levels of service, encompassing video, Internet and telephone services,
without regard to which service(s) such customers receive. This
statistic is computed in accordance with the guidelines of the National
Cable & Telecommunications Association (NCTA) that have been adopted
by eleven then publicly traded cable operators, including
Charter.
|
|||||||||||||
(e)
"Pro forma average monthly revenue per basic video customer" is calculated
as total quarterly pro forma revenue divided by three divided by average
pro forma basic video customers during the respective
quarter.
|
|||||||||||||
(f)
"Pro forma average monthly revenue per customer" represents quarterly pro
forma revenue for the service indicated divided by three divided by the
number of pro forma customers for the service indicated during the
respective quarter.
|
|||||||||||||
(g)
"Residential bundled customers" include residential customers receiving a
combination of at least two different types of service, including
Charter's video service, high-speed Internet service or
telephone. "Residential bundled customers" do not include
residential customers who only subscribe to video
service.
|
|||||||||||||
(h) "Digital
video customers" include all basic video customers that have one or more
digital set-top boxes or cable cards deployed.
|
|||||||||||||
(i) "Residential
high-speed Internet customers" represent those residential customers who
subscribe to our high-speed Internet service. At March 31,
2009, December 31, 2008, and March 31, 2008, approximately 2,639,400,
2,576,600, and 2,465,400 of these high-speed Internet customers,
respectively, receive video and/or telephone services from us and are
included within the respective statistics above.
|
|||||||||||||
(j) "Telephone
customers" include all customers receiving telephone
service. As of March 31, 2009, December 31, 2008, and March 31,
2008, approximately 1,390,100, 1,311,200, and 1,048,800 of these telephone
customers, respectively, receive video and/or high-speed Internet services
from us and are included within the respective statistics
above.
|
|||||||||||||
(k) "Revenue
generating units" represent the sum total of all basic video, digital
video, high-speed Internet and telephone customers, not counting
additional outlets within one household. For example, a
customer who receives two types of service (such as basic video and
digital video) would be treated as two revenue generating units, and if
that customer added on high-speed Internet service, the customer would be
treated as three revenue generating units. This
statistic is computed in accordance with the guidelines of the
NCTA.
|
|||||||||||||
(l) "Homes
passed" represent our estimate of the number of living units, such as
single family homes, apartment units and condominium units passed by our
cable distribution network in the areas where we offer the service
indicated. "Homes passed" exclude commercial units passed by
our cable distribution network. These estimates are updated for
all periods presented when estimates change.
|
|||||||||||||
(m) "Penetration"
represents customers as a percentage of homes passed for the service
indicated.
|
|||||||||||||
(n) "Pro
forma quarterly net gain (loss)" represents the pro forma net gain or loss
in the respective quarter for the service indicated.
|
|||||||||||||
(o) "Digital
penetration of basic video customers" represents the number of digital
video customers as a percentage of basic video
customers.
|
CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
||||||||
(DEBTOR-IN-POSSESSION)
|
||||||||
UNAUDITED
RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES
|
||||||||
(DOLLARS
IN MILLIONS)
|
||||||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Actual
|
Actual
|
|||||||
Net
cash flows from operating activities
|
$ | 187 | $ | 204 | ||||
Less: Purchases
of property, plant and equipment
|
(269 | ) | (334 | ) | ||||
Less: Change
in accrued expenses related to capital expenditures
|
(27 | ) | (31 | ) | ||||
Free
cash flow
|
(109 | ) | (161 | ) | ||||
Interest
on cash pay obligations (b)
|
448 | 452 | ||||||
Purchases
of property, plant and equipment
|
269 | 334 | ||||||
Change
in accrued expenses related to capital expenditures
|
27 | 31 | ||||||
Reorganization
items, net
|
33 | - | ||||||
Other,
net
|
(50 | ) | 10 | |||||
Change
in operating assets and liabilities
|
(2 | ) | (121 | ) | ||||
Adjusted
EBITDA (c)
|
$ | 616 | $ | 545 | ||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Pro
Forma (a)
|
Pro
Forma (a)
|
|||||||
Net
cash flows from operating activities
|
$ | 187 | $ | 203 | ||||
Less: Purchases
of property, plant and equipment
|
(269 | ) | (334 | ) | ||||
Less: Change
in accrued expenses related to capital expenditures
|
(27 | ) | (31 | ) | ||||
Free
cash flow
|
(109 | ) | (162 | ) | ||||
Interest
on cash pay obligations (b)
|
448 | 452 | ||||||
Purchases
of property, plant and equipment
|
269 | 334 | ||||||
Change
in accrued expenses related to capital expenditures
|
27 | 31 | ||||||
Reorganization
items, net
|
33 | - | ||||||
Other,
net
|
(50 | ) | 10 | |||||
Change
in operating assets and liabilities
|
(2 | ) | (121 | ) | ||||
Adjusted
EBITDA (c)
|
$ | 616 | $ | 544 | ||||
(a) Pro
forma results reflect certain sales of cable systems in 2008 and 2009 as
if they occurred as of January 1, 2008.
|
||||||||
(b)
Interest on cash pay obligations excludes accretion of original issue
discounts on certain debt securities and amortization of deferred
financing costs that are reflected as interest expense in our consolidated
statements of operations.
|
||||||||
(c)
See page 1 of this addendum for detail of the components included within
adjusted EBITDA.
|
||||||||
The
above schedules are presented in order to reconcile adjusted EBITDA and
free cash flows, both non-GAAP measures, to the most directly comparable
GAAP measures in accordance with Section 401(b) of the Sarbanes-Oxley
Act.
|
CHARTER
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
||||||||
(DEBTOR-IN-POSSESSION)
|
||||||||
CAPITAL
EXPENDITURES
|
||||||||
(DOLLARS
IN MILLIONS)
|
||||||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Customer
premise equipment (a)
|
$ | 167 | $ | 165 | ||||
Scalable
infrastructure (b)
|
45 | 81 | ||||||
Line
extensions (c)
|
14 | 21 | ||||||
Upgrade/Rebuild
(d)
|
5 | 17 | ||||||
Support
capital (e)
|
38 | 50 | ||||||
Total
capital expenditures
|
$ | 269 | $ | 334 | ||||
(a) Customer
premise equipment includes costs incurred at the customer residence to
secure new customers, revenue units and additional bandwidth
revenues. It also includes customer installation costs in accordance
with SFAS No. 51 and customer premise equipment (e.g., set-top boxes and
cable modems, etc.).
|
||||||||
(b)
Scalable infrastructure includes costs, not related to customer premise
equipment or our network, to secure growth of new customers, revenue units
and additional bandwidth revenues or provide service enhancements (e.g.,
headend equipment).
|
||||||||
(c)
Line extensions include network costs associated with entering new service
areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment,
make-ready and design engineering).
|
||||||||
(d) Upgrade/rebuild
includes costs to modify or replace existing fiber/coaxial cable networks,
including betterments.
|
||||||||
(e) Support
capital includes costs associated with the replacement or enhancement of
non-network assets due to technological and physical obsolescence (e.g.,
non-network equipment, land, buildings and vehicles).
|