<PAGE>
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 14, 1995
CABLEVISION SYSTEMS CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
1-9046 11-2776686
(Commission File Number) (IRS Employer
Identification Number)
One Media Crossways, Woodbury, New York 11797
(Address of principal executive offices)
Registrant's telephone number, including area code:
(516) 364-8450
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Pro Forma Financial Information
Cablevision Systems Corporation (the "Registrant") files herewith the
pro forma financial information that would be required pursuant to Article 11 of
Regulation S-X for the six months ended June 30, 1995.
CONDENSED PRO FORMA FINANCIAL CONSOLIDATED INFORMATION
The following condensed pro forma consolidated balance sheet as of June 30,
1995 presents the Company's financial position as adjusted to give effect to the
acquisition of Cablevision of Boston Limited Partnership ("Cablevision of
Boston"), as if it had occurred as of that date. The following condensed pro
forma consolidated statement of operations for the year ended December 31, 1994
presents the Company's consolidated results of operations as adjusted to give
effect to (i) the acquisition (the "AMCC Acquisition") of partnership interests
in American Movie Classics Company ("AMCC"), (ii) the acquisition of
substantially all of the assets of Monmouth Cablevision Associates, L.P.
("Monmouth Cable"), Riverview Cablevision Associates, L.P. ("Riverview Cable")
and Framingham Cablevision Associates, L.P. ("Framingham Cable") and (iii) the
acquisition of Cablevision of Boston, as if the acquisition of interest in AMCC,
the acquisition of Monmouth Cable, Riverview Cable and Framingham Cable and the
acquisition of Cablevision of Boston had occurred at the beginning of the period
presented. The following condensed pro forma consolidated statement of
operations for the six months ended June 30, 1995 presents the Company's
consolidated results of operations as adjusted to give effect to the acquisition
of Cablevision of Boston as if the acquisition of Cablevision of Boston had
occurred at the beginning of the period presented.
The condensed pro forma consolidated financial statements should be read in
conjunction with the notes thereto and the historical consolidated financial
statements and notes thereto incorporated herein by reference. The pro forma
financial information is not necessarily indicative of what the actual financial
position or results of operations of the Company would have been had the
transactions occurred on the dates indicated nor does it purport to indicate the
future results of operations or the financial condition of the Company.
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CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995*
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
CABLEVISION OF PRO FORMA AS
HISTORICAL BOSTON ADJUSTED
---------- -------------- ------------
<S> <C> <C> <C>
Cash and cash equivalents.................. $ 23,487 $ 5,967 (1) $ 26,454
(3,000)(2)
Accounts receivable, trade................. 71,406 2,165 (1) 73,571
Notes and other receivables................ 17,872 601 (1) 18,473
Prepaid expenses and other current assets.. 13,256 470 (1) 13,726
Property, plant and equipment, net......... 916,312 35,863 (1) 952,175
Investments in and advances to affiliates.. 182,080 (17,462)(1) 164,618
Feature films.............................. 151,113 151,113
Intangible assets, net..................... 795,631 114,188 (2) 908,594
(1,225)(3)
Deferred financing and other costs, net.... 48,592 1,000 (2) 49,592
Deferred interest expense.................. 35,119 35,119
---------- -------- ----------
$2,254,868 $138,567 $2,393,435
========== ======== ==========
</TABLE>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<TABLE>
<S> <C> <C> <C>
Accounts payable............................... $ 117,203 $ 9,286 (1) $ 126,489
Accrued expenses............................... 213,562 9,186 (1) 222,748
Accounts payable to affiliates................. 27,577 665 (1) 28,242
Feature films.................................. 131,026 131,026
Bank debt...................................... 1,499,762 80,773 (2) 1,580,535
Senior term debt............................... 880,888 880,888
Subordinated debentures........................ 623,571 623,571
Subordinated notes payable..................... 141,268 141,268
Obligation to related party.................... 190,212 190,212
Capital lease obligations and other debt....... 10,241 2,048 (1) 12,289
----------- -------- -----------
3,835,310 101,958 3,937,268
----------- -------- -----------
Deficit investment in affiliates............... 436,321 436,321
----------- -------- -----------
Stockholders' deficiency.......................
Preferred stock.............................. 2 2
Common stock................................. 238 6 (2) 244
Par value in excess of capital contributed... (71,888) 37,828 (2) (35,285)
(1,225) (3)
Accumulated deficit.......................... (1,941,878) (1,941,878)
----------- -------- -----------
(2,013,526) 36,609 (1,976,917)
Less, treasury stock, at cost (50,000 shares).. (3,237) (3,237)
----------- -------- -----------
(2,016,763) 36,609 (1,980,154)
----------- -------- -----------
$ 2,254,868 $138,567 $ 2,393,435
=========== ======== ===========
</TABLE>
----------------------
* See Note A of Notes to Condensed Pro Forma Consolidated
Financial Statements.
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CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994*
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
AMERICAN MONMOUTH CABLE,
MOVIE RIVERVIEW CABLE AND PRO FORMA CABLEVISION OF PRO FORMA AS
HISTORICAL CLASSICS FRAMINGHAM CABLE CABLEVISION BOSTON ADJUSTED
---------- -------- ------------------- ----------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net Revenues................... $ 837,169 $50,951 (4) $ 47,286 (10) $ 935,406 $59,239 (16) $ 994,645
--------- ------- -------- --------- ------- ---------
Operating expenses:
Technical.................... 302,885 16,262 (4) 15,127 (10) 334,274 26,749 (16) 361,023
Selling, general and
administrative............. 195,942 16,105 (4) 9,199 (10) 218,359 17,119 (16) 233,386
(859)(8) (2,028)(13) (2,092)(17)
Restructuring charge......... 4,306 4,306 4,306
Depreciation and
amortization............... 271,343 142 (4) 12,488 (10) 322,073 8,428 (16) 341,539
10,827 (9) 27,273 (11) 11,038 (17)
--------- ------- -------- --------- ------- ---------
774,476 42,477 62,059 879,012 61,242 940,254
--------- ------- -------- --------- ------- ---------
Operating profit (loss)...... 62,693 8,474 (14,773) 56,394 (2,003) 54,391
--------- ------- -------- --------- ------- ---------
Other income (expense)
Interest expense............. (263,299) (1,510)(4) (4,657)(10) (288,174) (8,955)(16) (295,577)
(7,615)(6) (11,093)(12) 1,552 (18)
Interest income.............. 1,518 305 (4) 59 (10) 1,882 216 (16) 2,098
Share of affiliates' net loss (82,864) (4,304)(7) (521)(14) (87,961) (87,961)
(272)(15)
Write off of deferred
financing costs............ (9,884) (9,884) (9,884)
Loss on redemption of
debentures................. (7,088) (7,088) (7,088)
Provision for preferential
payment to related party... (5,600) (5,600) (5,600)
Minority interest............ (3,429) (4,321)(5) (7,750) (7,750)
Miscellaneous, net........... (7,198) (23)(4) (131)(10) (7,352) (307)(16) (7,659)
--------- ------- -------- --------- ------- ---------
Net loss....................... (315,151) (8,994) (31,388) (355,533) (9,497) (365,030)
Preferred stock dividend
requirement.................. (6,385) (6,385) (6,385)
--------- ------- -------- --------- ------- ---------
Net loss applicable to common
shareholders................. $(321,536) $(8,994) $(31,388) $(361,918) $(9,497) $(371,415)
========= ======= ======== ========= ======= =========
Net loss per common share...... $ (13.72) $ (15.45)
========= =========
Average number of common
shares outstanding (in
thousands)................... 23,444 24,037
========= =========
----------------------
</TABLE>
* See Note B of Notes to Condensed Pro Forma Consolidated
Financial Statements.
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CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1995*
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CABLEVISION CABLEVISION OF PRO FORMA AS
HISTORICAL BOSTON ADJUSTED
----------- -------------- ------------
<S> <C> <C> <C>
Net Revenues..................... $ 509,135 $30,671 (19) $ 539,806
--------- ------- ---------
Operating expenses:
Technical...................... 193,243 14,334 (19) 207,577
Selling, general and
administrative............... 131,611 9,510 (19) 140,031
(1,090)(20)
Depreciation and
amortization................. 159,537 4,421 (19) 169,477
5,519 (20)
--------- ------- ---------
484,391 32,694 517,085
--------- ------- ---------
Operating profit (loss)........ 24,744 (2,023) 22,721
--------- ------- ---------
Other income (expense)
Interest expense............... (155,318) (5,397)(19) (158,962)
1,753 (21)
Interest income................ 790 162 (19) 952
Share of affiliates' net loss.. (52,692) (52,692)
Write off of deferred
financing costs.............. (2,888) (2,888)
Provision for preferential
payment to related party..... (2,800) (2,800)
Minority interest.............. (4,276) (4,276)
Miscellaneous, net............. (2,999) (89)(19) (3,088)
--------- ------- ---------
Net loss......................... (195,439) (5,594) (201,033)
Preferred stock dividend
requirement.................... (4,918) (4,918)
--------- ------- ---------
Net loss applicable to common
shareholders................... $(200,357) $(5,594) $(205,951)
========= ======= =========
Net loss per common share........ $(8.45) $(8.47)
========= =========
Average number of common
shares outstanding (in
thousands)..................... 23,710 24,303
========= =========
</TABLE>
----------------------
* See Note C of Notes to Condensed Pro Forma Consolidated
Financial Statements.
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Note A--Notes to Condensed Pro Forma Balance Sheet as of June 30, 1995
CABLEVISION OF BOSTON ACQUISITION
(1) As a result of the acquisition of Cablevision of Boston, the assets and
liabilities purchased will be combined with the Company's consolidated balance
sheet amounts. The adjustments referenced by this Note (1) reflect the
consolidation of such amounts as of the balance sheet date.
(2) Represents (a) the total cost of interests in Cablevision of Boston not
owned by the Company to be paid by the issuance of Class A Common Stock of the
Company valued at $37,834,000, (b) estimated transaction costs of $2,000,000
and financing costs of $1,000,000, (c) bank borrowings of $80,773,000 to be
used to refinance Cablevision of Boston's bank debt and accrued interest
thereon of $61,106,000, repay amounts owned to Dolan of $19,667,000 for
management fees, loans, accrued interest and preferred equity and (d) the
excess ($114,188,000) of the purchase price over the value of the net
liabilities acquired.
(3) Represents the amount paid to Dolan for his general partnership interest and
the assumption of his share of the excess liabilities over net assets of
Cablevision of Boston ($1,225,000) (such amount to be charged to par value in
excess of capital contributed). Interests in the Dolan-owned assets and
liabilities are recorded in the pro forma balance sheet at Cablevision of
Boston's historical cost.
Note B--Notes to Condensed Pro Forma Consolidated Statement of Operations for
the Year Ended
December 31, 1994
AMERICAN MOVIE CLASSICS COMPANY ACQUISITION
(4) As a result of the AMCC Acquisition, which was consummated on July 11, 1994,
the results of operations of AMCC are combined with the Company's consolidated
results of operations. The adjustments referenced by this Note (4) reflect the
consolidation of such amounts for the period January 1, 1994 through July 10,
1994.
(5) Represents the 25.1% minority partnership interest in the results of
operations of AMCC owned by National Broadcasting Company, Inc. ("NBC") and
Liberty Media Corporation.
(6) Represents interest expenses, at 8.0% per annum, on the $181,903,000 of debt
incurred by the Company to fund the purchase of the additional approximate 50%
interest in AMCC. NBC will not share in this expense.
(7) Represents the income of AMCC previously recorded by the Company using the
equity method of accounting.
(8) Represents the elimination of management fees paid to the former partner by
AMCC. In connection with the purchase of the approximate 50% interest in AMCC,
the Company also purchased the right to received such fees in the future.
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(9) Represents the amortization, based on an average 10-year life, of the excess
cost over fair value of assets acquired resulting from the purchase of the
additional approximate 50% interest in AMCC. NBC will not share in this
expense.
MONMOUTH CABLE, RIVERVIEW CABLE AND FRAMINGHAM CABLE ACQUISITION
(10) As a result of the acquisition of Monmouth Cable and Riverview Cable, which
was consummated on August 8, 1994, the results of operations of Monmouth Cable
and Riverview Cable are combined with the Company's consolidated results of
operations. The adjustments referenced by this Note (10) reflect the
consolidation of such amounts for the period January 1, 1994 through August 7,
1994.
(11) Represents the depreciation and amortization, based on an average 10-year
life, of the step-up in property, plant and equipment, franchise costs and the
excess cost over fair value of assets acquired of $39,761,000 for the period,
offset by the elimination of pre-acquisition depreciation and amortization of
$12,488,000.
(12) Represents interest expense of $15,750,000 attributable to $237,800,000 of
bank borrowings (interest expense of $10,444,000 at a 7.32% interest rate);
$132,158,000 of 6% senior subordinated notes (interest expense of $4,758,000);
$9,110,000 of a 6% indemnification note (interest expense of $328,000); and
amortization of deferred finance costs of $220,000 offset by pre-acquisition
interest expense of $4,657,000 incurred by Monmouth Cable and Riverview Cable.
(13) Represents the elimination of management fees of $2,378,000 paid to a
former general partner by Monmouth Cable and Riverview Cable and the
elimination of an adjustment ($350,000) made in the first half of 1994 to
reduce prior period overaccruals of franchise fees.
(14) As a result of the acquisition of Framingham Cable, which was consummated
on August 8, 1994, by the Company and Warburg Pincus, a 30% Pre-Payout interest
in the results of Framingham Cable will be combined with the Company's
consolidated results of operations. The adjustment referenced by this Note
(14) reflects the 30% Pre-Payout interest for the period January 1, 1994
through August 7, 1994.
(15) Represents the Company's 30% share of reduced costs for management fees of
$56,000, offset by additional expenses relating to the acquisition for
depreciation and amortization of $249,000 and interest of $79,000.
CABLEVISION OF BOSTON ACQUISITION
(16) As a result of the acquisition of Cablevision of Boston (and issuance of
the Company's Class A Common Stock), the results of operations of Cablevision
of Boston will be combined with the Company's consolidated results of
operations. The adjustments referenced by this Note (16) reflect the
consolidation of such amounts for the year ended December 31, 1994.
(17) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired of $11,296,000 for the period,
offset by the elimination of amortization of
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previous intangibles of $258,000 and the elimination from selling, general and
administrative expenses of management fees payable by Cablevision of Boston to
Cablevision Systems Services Corporation ($2,092,000).
(18) Represents interest expense of $7,188,000 attributable to $80,773,000 of
bank debt (8.9% interest rate) reduced by pre-acquisition interest expense of
$8,740,000 incurred by Cablevision of Boston on its bank debt and debt owed to
Dolan and the Company.
Note C--Notes to Condensed Pro Forma Consolidated Statement of Operations for
the Six Months Ended June 30, 1995
CABLEVISION OF BOSTON ACQUISITION
(19) As a result of the acquisition of Cablevision of Boston (and issuance of
the Company's Class A Common Stock), the results of operations of Cablevision
of Boston will be combined with the Company's consolidated results of
operations. The adjustments referenced by this Note (19) reflect the
consolidation of such amounts for the six months ended June 30, 1995.
(20) Represents the amortization, based on an average 10-year life, of the
excess cost over fair value of assets acquired of $5,648,000 for the period,
offset by the elimination of amortization of previous intangibles of $129,000
and the elimination from selling, general and administrative expenses of
management fees payable by Cablevision of Boston to Cablevision Systems
Services Corporation ($1,090,000).
(21) Represents interest expense of $3,565,000 attributable to $80,773,000 of
bank debt (8.9% interest rate) reduced by pre-acquisition interest expense of
$5,318,000 incurred by Cablevision of Boston on its bank debt and debt owed to
Dolan and the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CABLEVISION SYSTEMS CORPORATION
By: /s/ William J. Bell
--------------------------------
William J. Bell
Vice Chairman
Dated: August 31, 1995
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