1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2001.
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
Securities Exchange Act of 1934
For the Transition Period From ______ to ______.
.
Commission File Numbers:
333-75415
333-75415-03
CC V Holdings, LLC*
(formerly known as Avalon Cable LLC)
CC V Holdings Finance, Inc.*
(formerly known as Avalon Cable Holdings Finance, Inc.)
------------------------------------------------------
(Exact names of registrants as specified in their charters)
Delaware 13-4029965
Delaware 13-4029969
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12444 Powerscourt Drive - Suite 100
St. Louis, Missouri 63131
------------------------------------ ------
(Address of principal executive offices) (Zip Code)
(314) 965-0555
--------------
(Registrants' telephone number, including area code)
Indicate by check mark whether the registrants: (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No
-- --
2
Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date:
All of the issued and outstanding shares of capital stock of CC V
Holdings Finance, Inc. are held by CC V Holdings, LLC. All of the
limited liability company membership interests of CC V Holdings,
LLC are held by Charter Communications Holdings, LLC, a reporting
company under the Exchange Act. There is no public trading market
for any of the aforementioned limited liability company
membership interests or shares of capital stock.
* CC V Holdings, LLC and CC V Holdings Finance, Inc. meet the conditions set
forth in General Instruction (H) (1)(a) and (b) of Form 10-Q and are therefore
filing this Form with the reduced disclosure format.
3
CC V HOLDINGS, LLC
CC V HOLDINGS FINANCE, INC.
---------------------------
FORM 10-Q - FOR THE QUARTER ENDED March 31, 2001
INDEX
-------------------------------------------------
Page
Part I. Financial Information -----
---------------------
Item 1. Financial Statements - CC V Holdings, LLC and Subsidiaries. 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 10
Part II. Other Information
-----------------
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K. 14
Signatures. 15
Note: Separate financial statements of CC V Holdings Finance, Inc. have not been
presented as this entity had no operations and substantially no assets or
equity. Accordingly, management has determined that such financial statements
are not material.
4
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
CC V Holdings, LLC and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
March 31, 2001 December 31, 2000
-------------- -----------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 10,856 $ 11,232
Accounts receivable, less allowance for doubtful
accounts of $1,416 and $1,948, respectively 9,136 12,464
Prepaid expenses and other 1,010 1,021
---------- ----------
Total current assets 21,002 24,717
========== ==========
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated
depreciation of $125,970 and $140,234, respectively 640,438 712,186
Franchises, net of accumulated amortization of $249,274 and
$245,433, respectively 3,250,617 3,812,341
---------- ----------
3,891,055 4,524,527
---------- ----------
OTHER ASSETS 7,400 4,358
---------- ----------
$3,919,457 $4,553,602
========== ==========
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 148,051 $ 221,469
Payable to manager -- 896,277
---------- ----------
Total current liabilities 148,051 1,117,746
---------- ----------
LONG-TERM DEBT 1,141,594 1,058,224
OTHER LONG-TERM LIABILITIES 10,294 13,691
MINORITY INTEREST 643,685 640,526
MEMBER'S EQUITY - 100 units issued and outstanding 1,975,833 1,723,415
---------- ----------
$3,919,457 $4,553,602
========== ==========
The accompanying notes are an integral part of these consolidated statements.
- -----------
4
5
CC V Holdings, LLC and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands)
Three Months Ended Three Months Ended
March 31, 2001 March 31, 2000
------------------- -------------------
REVENUES $ 121,061 $ 85,093
------------------- -------------------
OPERATING EXPENSES:
Operating, general and administrative 65,147 45,171
Depreciation and amortization 116,135 71,894
Corporate expense charges - related parties 1,951 688
------------------- -------------------
183,233 117,753
------------------- -------------------
Loss from operations (62,172) (32,660)
OTHER INCOME (EXPENSE):
Interest expense (25,829) (22,425)
Interest income 1 --
Other, net (110) 11
------------------- -------------------
(25,938) (22,414)
Loss before minority interest (88,110) (55,074)
Minority interest (3,159) (1,552)
------------------- -------------------
Net loss $ (91,269) $ (56,626)
=================== ===================
The accompanying notes are an integral part of these consolidated statements.
5
6
CC V Holdings, LLC and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Three Months Ended Three Months Ended
March 31, 2001 March 31, 2000
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (91,269) $ (56,626)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 116,135 71,894
Minority interest in loss of subsidiary 3,159 1,552
Non-cash interest expense 3,620 3,655
Changes in assets and liabilities, net of effects from dispositions:
Accounts receivable 2,021 (9,144)
Prepaid expenses and other (3,968) 1,441
Accounts payable and accrued expenses (36,045) 13,032
Payables to manager of cable systems - related parties 10,484 7,210
Other operating activities (3,398) --
------------------ ------------------
Net cash provided by operating activities 739 33,014
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (69,042) (16,931)
Other investing activities (4) --
------------------ ------------------
Net cash used in investing activities (69,046) (16,931)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt 1,030,000 181,000
Repayments of long-term debt (950,135) (127,128)
Loans to related parties -- (42,000)
Payments for debt issuance costs (4,246) --
Other (7,688) --
------------------ ------------------
Net cash provided by financing activities 67,931 11,872
------------------ ------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS (376) 27,955
CASH AND CASH EQUIVALENTS, beginning of period 11,232 6,806
------------------ ------------------
CASH AND CASH EQUIVALENTS, end of period $ 10,856 $ 34,761
================== ==================
NON-CASH TRANSACTIONS:
Contribution from parent of intercompany receivable recorded as
equity contribution $ 394,801 $ --
================== ==================
Transfer of cable systems to other Charter Holdings
subsidiaries $ 578,448 $ --
================== ==================
Payment by parent company of long-term debt recorded as equity
contribution
$ -- $ 159,910
================== ==================
Contribution of cable systems to the Company $ -- $ 13,006
================== ==================
The accompanying notes are an integral part of these consolidated statements.
6
7
CC V HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands, except where indicated)
1. Organization
On November 15, 1999, Charter Communications Holding Company, LLC (Charter
Holdco), a direct subsidiary of Charter Communications, Inc. (Charter), acquired
all of the equity interests of Avalon Cable, LLC (now known as CC V Holdings or
the Company) and Avalon Cable Holdings Finance, Inc. Effective January 1, 2000,
these acquired interests were transferred to Charter Communications Holdings,
LLC (Charter Holdings), a wholly owned subsidiary of Charter Holdco.
Effective in December 2000, Charter Holdings contributed all of its equity
interests in CC VIII, LLC (Bresnan) to CC V Holdings, resulting in CC V Holdings
becoming the parent of Bresnan. The Company accounted for the contribution of
Bresnan as a reorganization of entities under common control in a manner similar
to a pooling of interests. Accordingly, the accounts of Bresnan are included in
the consolidated financial statements from February 15, 2000, the date Bresnan
was first acquired by Charter Holdco. The accompanying consolidated financial
statements include the accounts of CC V Holdings, its wholly owned subsidiaries,
and the accounts of Bresnan since February 15, 2000 (the date acquired by
Charter Holdco). CC V Holdings is a Delaware limited liability company. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Effective on January 2, 2001, the Company entered into certain cable
system swap transactions with other subsidiaries of Charter Holdings. Such cable
systems swaps were effected in order to increase operational efficiency by
swapping systems into the subsidiaries, which are physically located closest to
them. The Company accounted for the systems transferred into the Company from
other Charter Holdings subsidiaries as a reorganization of entities under common
control in a manner similar to a pooling of interests. Accordingly, beginning on
November 15, 1999, the date the Company was acquired by Charter Holdco, the
consolidated financial statements of CC V Holdings include the accounts of four
systems that were transferred into the Company from other Charter Holdings
subsidiaries. Also, on January 2, 2001, the Company transferred five of its
systems to other Charter Holdings as part of the swap transactions. The
disposition of such systems by the Company was recorded as a non-cash
transaction with related parties in the three months ended March 31, 2001.
As of March 31, 2001, the Company owns and operates cable systems serving
approximately 907,000 (unaudited) customers. The Company currently offers a full
array of traditional analog cable services and advanced bandwidth services such
as digital television, interactive video programming, Internet access through
television-based service, dial-up telephone modems and high speed cable modems,
and video-on-demand. The Company operates primarily in the states of Michigan,
Minnesota and Wisconsin and in the New England area.
2. Responsibility for Interim Financial Statements
The accompanying consolidated 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.
7
8
The accompanying consolidated financial statements are unaudited; however,
in the opinion of management, such statements include all adjustments, which
consist of only normal recurring adjustments, necessary for a fair presentation
of the results for the periods presented. Interim results are not necessarily
indicative of results for a full year. For further information, see the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
3. Acquisitions
In February 2000, Charter Holdings acquired certain cable systems for
$13.0 million and contributed those assets to the Company, increasing equity by
$13.0 million. The systems acquired serve approximately 6,000 (unaudited)
customers located in Minnesota at December 31, 2000. In September 2000, Bresnan
acquired cable systems for a purchase price of $13.2 million. These systems
acquired serve approximately 7,100 (unaudited) customers located in Minnesota at
December 31, 2000. These acquisitions were accounted for using the purchase
method of accounting, and, accordingly, results of operations of the acquired
systems have been included in the accompanying consolidated financial statements
from the date of acquisition. The purchase price was allocated to assets
acquired and liabilities assumed based on their fair values, including amounts
assigned to franchises of $21.5 million.
In February 2000, Charter Holdco acquired the cable systems of Bresnan and
immediately transferred its equity in these cable systems to Charter Holdings
(the "Bresnan Acquisition"). In December 2000, Charter Holdings contributed all
of its equity interests in Bresnan to CC V Holdings (the "Bresnan/Avalon
Combination"), increasing equity by $1.4 billion (See Note 1). Charter Holdco
acquired these cable systems for a purchase price of approximately $1.1 billion,
net of cash acquired, excluding debt assumed of $963.0 million and equity issued
by Charter Holdco and preferred equity issued by a subsidiary of Charter
Holdings of $384.6 million and $629.5 million, respectively. Charter Holdco
allocated the purchase price to assets acquired and liabilities assumed based on
their relative fair values, including amounts assigned to franchises of $2.8
billion. In connection with the Bresnan/Avalon Combination, the company with the
preferred equity became a subsidiary of the Company.
Unaudited pro forma operating results as though the 2000 acquisitions
discussed above, the Bresnan/Avalon Combination, the dispositions of five cable
systems to other Charter Holdings subsidiaries as discussed in Note 1, with
adjustments to give effect to amortization of franchises, interest expense and
certain other adjustments are as follows:
Three Months Ended
March 31,
2000
----
Revenues..................................... $120,061
Loss from operations......................... (38,967)
Net loss..................................... (70,258)
The unaudited pro forma financial information presented for
comparative purposes and does not purport to be indicative of the results of
operations had these transactions been completed as of the assumed date
or which may be obtained in the future.
8
9
4. Long term debt
In connection with the Bresnan/Avalon combination in January 2001, all
amounts due under the Avalon credit facilities were repaid using borrowings from
the Bresnan credit facilities and the Avalon credit facilities were terminiated.
In addition, the Bresnan credit facilities were amended and restated to, among
other things, increase borrowing availability by $550 million.
Long term debt consists of the following:
March 31, December 31,
2001 2000
----------- ------------
CCVIII Operating credit facility
(Bresnan) $1,005,000 $712,400
CCV Holdings (Avalon) senior
discount notes 135,677 131,273
Avalon credit facility -- 213,000
Other 917 1,551
---------- ----------
$1,141,594 $1,058,224
========== ==========
5. Litigation
In connection with the Company's acquisition of Mercom, Inc. (Mercom),
former Mercom shareholders holding approximately 731,894 Mercom common shares
(approximately 15.3% of all outstanding Mercom common shares) gave notice of
their election to exercise appraisal rights as provided by Delaware law. On July
2, 1999, former Mercom shareholders holding 535,501 shares of Mercom common
stock filed a petition for appraisal of stock in the Delaware Chancery Court.
With respect to 209,893 of the total number of shares for which the Company
received notice, the notice provided to the Company was received from beneficial
holders of Mercom shares who were not holders of record. The Company believes
that the notice with respect to these shares did not comply with Delaware law
and is ineffective.
The Company cannot predict at this time the effect of the elections to
exercise appraisal rights on the Company since the Company does not know the
extent to which these former Mercom shareholders will continue to pursue
appraisal rights under Delaware law or choose to abandon these efforts and seek
to accept the consideration payable in the Mercom merger. If these former Mercom
shareholders continue to pursue their appraisal rights, and if a Delaware court
were to find that the fair value of the Mercom common shares, exclusive of any
element of value arising from the acquisition of Mercom, exceeded $12.00 per
share, the Company would have to pay the additional amount for each Mercom
common share subject to the appraisal proceedings together with a fair rate of
interest. The Company could be ordered by the Delaware court also to pay
reasonable attorney's fees and the fees and expenses of experts for the
shareholders. In addition, the Company would have to pay its own litigation
costs. The Company has already provided for the consideration of $12.00 per
Mercom common share due under the terms of the merger with Mercom with respect
to these shares but has not provided for any additional amounts or costs. The
Company can provide no assurance as to what a Delaware court would find in any
appraisal proceeding or when this matter will be resolved. Accordingly, the
Company cannot assure that the ultimate outcome would have no material adverse
impact on the consolidated financial condition or results of operations of the
Company.
9
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the
Securities Exchange Act of 1934, as amended, and of the Securities Act of 1933,
as amended, and is subject to the safe harbors created by those acts. The
Company's actual results could differ materially from those discussed herein,
and its current business plans could be altered in response to market conditions
and other factors beyond the Company's control. The forward-looking statements
within this Form 10-Q are identified by words such as "believes," "anticipates,"
"expects," "intends," "may," "will" and other similar expressions. However,
these words are not the exclusive means of identifying such statements. In
addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking
statements. The Company undertakes no obligation to release publicly the results
of any revisions to these forward-looking statements that may be made to reflect
events or circumstances occurring subsequent to the filing of this Form 10-Q
with the SEC.
Important factors that could cause actual results to differ materially
from the forward-looking statements contained herein include, but are not
limited to, the following:
o general economic and business conditions, both nationally and in the regions
where the Company operates;
o anticipated capital expenditures for planned upgrades and the ability to
fund these expenditures;
o technology changes;
o the Company's ability to effectively compete in a highly competitive
environment;
o changes in business strategy or development plans;
o beliefs regarding the effects of governmental regulation on the Company's
business;
o the ability to attract and retain qualified personnel; and
o liability and other claims asserted against the Company.
Readers are urged to review and consider carefully the various disclosures
made by the Company in this Report and in the Company's other reports filed with
the SEC that attempt to advise interested parties of the risks and factors that
may affect the Company's business.
10
11
Results of Operations
The following table summarizes amounts and the percentages of total
revenues for certain items for the periods indicated (dollars in thousands):
Three Months Ended Three Months Ended
March 31, 2001 March 31, 2000
----------------------- --------------------
Amount % Amount %
------ --- ------ ---
Statement of Operations:
Revenues $ 121,061 100.0 $ 85,093 100.0
---------- ------ --------- -------
Operating expenses:
Operating, general and administrative 65,147 53.8 45,171 53.1
Depreciation and amortization 116,135 95.9 71,894 84.5
Corporate expense charges - related parties 1,951 1.6 688 .1
---------- ------ --------- -------
183,233 151.3 117,753 137.7
---------- ------ --------- -------
Loss from operations (62,172) (51.3) (32,660) (37.7)
Other income (expense):
Interest expense (25,829) (21.3) (22,425) (26.4)
Interest income 1 -- -- --
Other, net (110) (0.1) 11 .1
---------- ------ --------- -------
(25,938) (21.4) (22,414) (26.3)
---------- ------ --------- -------
Loss before minority interest (88,110) (72.7) (55,074) (64.0)
Minority interest (3,159) (2.6) (1,552) (1.8)
---------- ------ --------- -------
Net loss $ (91,269) (75.3) $ (56,626) (65.8)
========== ====== ========== =======
Other financial data is as follows for the periods indicated
(dollars in thousands, except Average Monthly Revenue per Basic Customer):
Three Months Ended Three Months Ended
March 31, 2001 March 31, 2000
-------------------- ------------------
EBITDA (a) $ 53,853 $ 39,245
Adjusted EBITDA (b) 55,804 39,933
Homes Passed (at period end) (c) 1,396,271 1,616,630
Basic Customers (at period end) (d) 959,018 1,097,705
Basic Penetration (at period end) (e) 68.7% 67.9%
- ----------
11
12
(a) EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.
(b) Adjusted EBITDA means EBITDA before corporate expense charges and other
income (expense). Adjusted EBITDA is presented because it is a widely accepted
financial indicator of a cable company's ability to service indebtedness.
However, adjusted EBITDA should not be considered as an alternative to income
from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. Adjusted EBITDA should also not be construed as an indication of a
company's operating performance or as a measure of liquidity. In addition,
because adjusted EBITDA is not calculated identically by all companies, the
presentation here may not be comparable to other similarly titled measures of
other companies. Management's discretionary use of funds depicted by adjusted
EBITDA may be limited by working capital, debt service and capital expenditure
requirements and by restrictions related to legal requirements, commitments and
uncertainties.
(c) Homes passed are the number of living units, such as single residence homes,
apartments and condominium units, passed by the cable distribution network in a
given cable system service area.
(d) Basic customers are customers who receive basic cable service.
(e) Basic penetration represents basic customers as a percentage of homes
passed.
Comparison of Results
As a result of the Bresnan/Avalon combination, the Company's financial
statements were restated beginning on the date of Charter Holdco's acquisition
of Bresnan, February 15, 2000. In addition, on January 2, 2001, the Company
transferred five of its cable systems to other Charter Holdings subsidiaries in
the cable system swap transactions discussed in Note 1 to the interim unaudited
financial statements. Therefore, the financial results for the periods presented
above are not comparable as the March 31, 2000 period only includes Bresnan
results for approximately 1 1/2 months, beginning February 15, 2000 and the
March 31, 2001 period does not include the results of the five cable systems
transferred to other Charter Holdings subsidiaries.
Revenues. Revenues increased $36.0 million, or 42.3%, to $121.1 million
for the three months ended March 31, 2001, from $85.1 million for the three
months ended March 31, 2000. The increase in revenues primarily resulted from
the Bresnan/Avalon combination. Increases in digital and cable modem customers
also contributed to the increase as a result of increased marketing efforts and
strong demand for these services. These increases were partially offset by
decreased revenues due to the transfer of five cable systems to other Charter
Holdings subsidiaries on January 2, 2001.
Operating, general and administrative expenses. Operating, general and
administrative expenses increased $19.9 million, or 44.0%, to $65.1 million for
the three months ended March 31, 2001, from $45.2 million for the three months
ended March 31, 2000. The increase was primarily due to the Bresnan/Avalon
combination as well as continued inflationary increases in license fees paid for
programming coupled with an increased number of channels available to
subscribers. These increases were partially offset by decreased
12
13
operating expenses due to the transfer of five cable systems to other Charter
Holdings subsidiaries on January 2, 2001.
Depreciation and amortization expense. Depreciation and amortization
expense increased $44.2 million, or 61.5%, to $116.1 million for the three
months ended March 31, 2001, from $71.9 million for the three months ended March
31, 2000. The increase was the result of greater capital expenditures for
upgrade and rebuild activities in 2001 as well as the Bresnan/Avalon
combination, which increased the carrying value of property, plant and equipment
and franchises. These increases were partially offset by decreases due to the
transfer of five cable systems to other Charter Holdings subsidiaries on January
2, 2001.
Corporate expense charges - related parties. These charges for the three
months ended March 31, 2001 and 2000, represent costs incurred by Charter
Investment, Inc. and Charter Communications, Inc. on our behalf.
Interest expense. Interest expense increased by $3.4 million, or 15.2%, to
$25.8 million for the three months ended March 31, 2001, from $22.4 million for
the three months ended March 31, 2000. The increase was primarily due to an
increase in weighted average debt outstanding in the quarter ended March 31,
2001 compared to the quarter ended March 31, 2000 due to the Bresnan/Avalon
combination. These increases were partially offset by decreases due to the
transfer of five cable systems to other Charter Holdings subsidiaries on January
2, 2001.
Minority interest. Minority interest represents the accretion of the
preferred membership units in an indirect subsidiary of Charter Holdings issued
to certain Bresnan sellers. These membership units are exchangeable on a
one-for-one basis for shares of Class A common stock of Charter Communications,
Inc.
Net loss. Net loss increased by $34.6 million for the three months ended
March 31, 2001, compared to the three months ended March 31, 2000 as a result of
the combination of factors discussed above.
13
14
PART II. OTHER INFORMATION.
Item 5. Other Information
Effective on January 2, 2001, the Company entered into certain cable
system swap transactions with other subsidiaries of Charter Holdings. Such cable
systems swaps were effected in order to increase operational efficiency by
swapping systems into the subsidiaries, which are physically located closest to
them. The Company accounted for the systems transferred into the Company from
other Charter Holdings subsidiaries as a reorganization of entities under common
control in a manner similar to a pooling of interests. Accordingly, beginning on
November 15, 1999, the date the Company was acquired by Charter Holdco, the
consolidated financial statements of CC V Holdings include the accounts of four
systems that were transferred into the Company from other Charter Holdings
subsidiaries. Also, on January 2, 2001, the Company transferred five of its
systems to other Charter Holdings subsidiaries as part of the swap transactions.
The disposition of such systems by the Company was recorded as a non-cash
transaction with related parties in the three months ended March 31, 2001. Had
the dispositions of such systems occurred on January 1, 2000, revenues, loss
from operations and net loss for the year ended December 31, 2000 would have
been $435.1 million, $(133.3) million and $(256.2) million, respectively.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits (listed by numbers corresponding to the exhibit table in
Item 601 of Regulation S-K):
10.30 (a), (b), & (c) Swap Agreements
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended March 31,
2001.
14
15
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
CC V HOLDINGS, LLC
Dated May 23, 2001 By: CHARTER COMMUNICATIONS, INC.,
----------------------------
its Manager
By: /s/ Kent D. Kalkwarf
------------------------------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer) of Charter
Communications, Inc. (Manager)
and CC V Holdings, LLC
CC V HOLDINGS FINANCE, INC.
Dated May 23, 2001 By: /s/ Kent D. Kalkwarf
------------------------------------------
Name: Kent D. Kalkwarf
Title: Executive Vice President and
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
15