CABLEVISION INVESTMENT OF DETROIT INC
10-Q, 1995-08-14
CABLE & OTHER PAY TELEVISION SERVICES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the Quarterly Period Ended:

                                 JUNE 30, 1995

                                       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 Number 0-16767



                    CABLEVISION INVESTMENT OF DETROIT, INC.
             (Exact name of registrant as specified in its charter)


              MICHIGAN                                   38-2697922

  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                    Identification No.)

                            c/o Comcast Corporation
                1500 Market Street, Philadelphia, PA 19102-2148

                    (Address of principal executive offices)
                                   (Zip Code)

Registrant's telephone number, including area code:  (215) 665-1700


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required to file such  reports),  and (2) has been subject to such  requirements
for the past 90 days.

         Yes  _X_                                           No ___


As of June 30, 1995, there were 1,000,000 shares of Common Stock outstanding.



<PAGE>

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995

                               TABLE OF CONTENTS




                                                                           Page
                                                                          Number

PART I.  FINANCIAL INFORMATION

         Item 1.       Financial Statements

                       Condensed Balance Sheet at June 30, 1995
                       and December 31, 1994 (Unaudited)......................2

                       Condensed Statement of Operations and
                       Accumulated Deficit for the Six and Three Months
                       Ended June 30, 1995 and 1994 (Unaudited)...............3

                       Condensed Statement of Cash Flows for the
                       Six Months Ended June 30, 1995 and 1994
                       (Unaudited)............................................4

                       Notes to Condensed Financial Statements
                       (Unaudited)........................................5 - 8

         Item 2.       Management's Discussion and Analysis
                       of Financial Condition and Results of
                       Operations........................................9 - 11

PART II. OTHER INFORMATION

         Item 6.       Exhibits and Reports on Form 8-K......................11



<PAGE>2

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            CONDENSED BALANCE SHEET
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                (Dollars in thousands)
                                                 June 30,   December 31,
                                                   1995        1994
<S>                                            <C>          <C> 
ASSETS

CURRENT ASSETS
    Cash .....................................   $    105    $  1,125
    Due from affiliate .......................      1,044
    Other assets .............................                      4
                                                 --------    --------

          Total current assets ...............      1,149       1,129
                                                 --------    --------

INVESTMENT IN COMCAST CABLEVISION OF DETROIT .      7,348       8,534
                                                 --------    --------

DEFERRED CHARGES .............................      7,839       7,839
    Accumulated amortization .................       (214)        (18)
                                                 --------    --------
    Deferred charges, net ....................      7,625       7,821
                                                 --------    --------

                                                 $ 16,122    $ 17,484
                                                 ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable .........................   $      8    $     12
                                                 --------    --------
          Total current liabilities ..........          8          12
                                                 --------    --------

DEFERRED INCOME TAXES ........................      7,499       7,823
                                                 --------    --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Common stock, $.01 par value - authorized,
       4,000,000 shares; issued, 1,000,000 ...         10          10
    Additional capital .......................      9,253       9,686
    Accumulated deficit ......................       (648)        (47)
                                                 --------    --------
          Total stockholders' equity .........      8,615       9,649
                                                 --------    --------
                                                 $ 16,122    $ 17,484
                                                 ========    ========
</TABLE>



See notes to condensed financial statements.



<PAGE>3


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995
           CONDENSED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                        (Amounts in thousands, except per share data)
                                                                       Six Months Ended            Three Months Ended
                                                                           June 30,                     June 30,
                                                                       1995         1994          1995          1994
                                                                                (Predecessor                (Predecessor
                                                                                Corporation)                Corporation)
<S>                                                               <C>           <C>            <C>         <C>
INCOME
   Interest income..............................................         $33          $18           $22           $9
   Equity in net (loss) income of Comcast
        Cablevision of Detroit..................................        (753)         486          (364)         312
                                                                     -------      -------       -------      ------- 
                                                                        (720)         504          (342)         321
                                                                     -------      -------       -------      ------- 

EXPENSES
    Amortization................................................         196          282            98          141
    Administrative..............................................           9           18             9           14
                                                                     -------      -------       -------      ------- 
                                                                         205          300           107          155
                                                                     -------      -------       -------      ------- 

(LOSS) INCOME BEFORE INCOME
   TAX BENEFIT..................................................        (925)         204          (449)         166
                                                                     -------      -------       -------      ------- 

INCOME TAX BENEFIT..............................................        (324)                      (157)
                                                                     -------      -------       -------      ------- 

NET (LOSS) INCOME...............................................        (601)         204          (292)         166

ACCUMULATED DEFICIT
    Beginning of period.........................................         (47)      (3,465)         (356)      (3,427)
                                                                     -------      -------       -------      ------- 
    End of period...............................................       ($648)     ($3,261)        ($648)     ($3,261)
                                                                     =======      =======       =======      ======= 

NET (LOSS) INCOME PER SHARE.....................................       ($.60)        $.20         ($.29)        $.16
                                                                     =======      =======       =======      ======= 

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING DURING THE PERIOD........................       1,000        1,000         1,000        1,000
                                                                     =======      =======       =======      ======= 
</TABLE>


See notes to condensed financial statements.



<PAGE>4


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995
                       CONDENSED STATEMENT OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                  (Dollars in thousands)
                                                                 Six Months Ended June 30,
                                                                    1995         1994
                                                                             (Predecessor
                                                                             Corporation)
<S>                                                            <C>           <C>
OPERATING ACTIVITIES
     Net (loss) income .......................................   ($  601)       $   204
        Noncash items included in net (loss) income:
           Equity in net loss (income) of Comcast
               Cablevision of Detroit ........................       753           (486)
           Amortization ......................................       196            282
           Deferred income tax benefit .......................      (324)
                                                                  ------         ------
                                                                      24

        Decrease (increase) in other assets ..................         4             (3)
        (Decrease) increase in accounts payable ..............        (4)             6
                                                                  ------         ------

               Net cash provided by operating activities.....         24              3
                                                                  ------         ------

INVESTING ACTIVITIES
     Net transactions with affiliates .......................     (1,044)         1,000
     Purchase of short-term investment ......................                    (1,000)
                                                                  ------         ------

               Net cash used in investing activities ........     (1,044)
                                                                  ------         ------

(DECREASE) INCREASE IN CASH .................................     (1,020)             3
     Cash, Beginning of Period ..............................      1,125            119
                                                                  ------         ------

CASH, End of Period ........................................     $   105        $   122
                                                                 =======        =======
</TABLE>



See notes to condensed financial statements.


<PAGE>5

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (Unaudited)

1.   CONDENSED FINANCIAL STATEMENTS

     Organization
     Cablevision  Investment of Detroit,  Inc. (the  "Company"),  an approximate
     96.5% owned  subsidiary  of Maclean  Hunter Cable TV, Inc.  ("Cable TV"), a
     Michigan  corporation,  is a general  partner which holds a 10% partnership
     interest in Comcast Cablevision of Detroit (formerly Barden Cablevision and
     referred to herein as the "Partnership"),  a Michigan general  partnership.
     The  Partnership  operates  a cable  communications  system  pursuant  to a
     franchise  agreement  with  the city of  Detroit,  Michigan  (the  "City").
     Effective  December  22,  1994  (see Note 2),  Cable TV became an  indirect
     majority   owned   subsidiary  of  Comcast   Corporation   ("Comcast"),   a
     Pennsylvania corporation which is a publicly owned company.

     Basis of Presentation
     The condensed  balance sheet at December 31, 1994 has been  condensed  from
     the audited balance sheet at that date. The condensed balance sheet at June
     30, 1995, the condensed statement of operations and accumulated deficit for
     the six and three  months  ended June 30,  1995 and 1994 and the  condensed
     statement  of cash  flows for the six months  ended June 30,  1995 and 1994
     have  been  prepared  by the  Company  and  have not  been  audited  by the
     Company's  Independent   Auditors.  In  the  opinion  of  management,   all
     adjustments (which include only normal recurring  adjustments) necessary to
     present fairly the financial position, results of operations and cash flows
     as of June 30, 1995 and for all periods presented have been made.

     Certain information and note disclosures normally included in the Company's
     annual financial  statements prepared in accordance with generally accepted
     accounting  principles  have been  condensed  or omitted.  These  condensed
     financial  statements  should  be read in  conjunction  with the  financial
     statements  and notes thereto  included in the Company's  December 31, 1994
     Annual  Report  on  Form  10-K  filed  with  the  Securities  and  Exchange
     Commission.  The results of operations  for the periods ended June 30, 1995
     are not necessarily indicative of operating results for the full year.

     Net (Loss) Income Per Share
     Net (loss)  income  per share is based on the  weighted  average  number of
     common  shares  outstanding.  The Company has no common  share  equivalents
     outstanding.

     Reclassifications
     Certain  reclassifications  have been made to the 1994 financial statements
     to conform with the classifications used in 1995.

2.   MACLEAN HUNTER ACQUISITION

     On  March  31,  1994,   Rogers   Communications   Inc.   ("RCI")   acquired
     substantially  all of the  outstanding  shares of capital  stock of Maclean
     Hunter  Limited,  which was  formerly  the parent of Maclean  Hunter,  Inc.
     ("MHI").  On December  22,  1994,  pursuant to a share  purchase  agreement
     between  Comcast  and  RCI,  Comcast  MH  Holdings,  Inc.  ("MH  Holdings")
     purchased all of the issued and outstanding  shares of capital stock of MHI
     and, in  conjunction  with a separate  agreement with the  shareholders  of
     Comcast Michigan Holdings,  Inc. (formerly Barden Communications,  Inc. and
     referred to herein as "CMH"),  acquired  all of the issued and  outstanding
     shares  of  capital  stock  of CMH,  for an  aggregate  purchase  price  of
     approximately  $1.2 billion  (subject to certain  adjustments) in cash (the
     purchase  of the  shares of MHI is  referred  to  herein as the "MHI  Share
     Purchase" and,  together with the purchase of the CMH shares, as the "Share
     Purchase").  MH Holdings is an indirect wholly owned  subsidiary of Comcast
     MHCP Holdings,  L.L.C.  ("MHCP"), a Delaware limited liability corporation.
     MHCP is owned 55% by a wholly  owned  subsidiary  of Comcast and 45% by the
     California Public Employees' Retirement System ("CalPERS"),  and is managed
     by Comcast. The MHI Share Purchase resulted in a change

<PAGE>6

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995
              NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     of control of the Company because Cable TV, the Company's parent, became an
     indirect  wholly owned  subsidiary of MH Holdings.  In addition,  the Share
     Purchase  resulted  in a change of control of the  Partnership  because the
     partners  became  substantially  indirect  wholly owned  subsidiaries of MH
     Holdings.

     As a result of the Share Purchase, a new cost basis was established for the
     purchased assets and liabilities. The financial position of the Company and
     the  Partnership  as of June 30,  1995 and  December  31,  1994,  and their
     results of  operations  for the six and three  months  ended June 30, 1995,
     reflect an allocation of the purchase  price for the Share  Purchase to the
     assets and liabilities of the Company and the Partnership based on relative
     estimated  market values.  Such  allocation is preliminary  pending,  among
     other things,  the final purchase price adjustment between Comcast and RCI.
     Financial  information  prior to the Share  Purchase  with  respect  to the
     Company  and the  Partnership  has been  presented  herein as  "Predecessor
     Corporation" and "Predecessor Partnership," respectively.

3.   INVESTMENT IN COMCAST CABLEVISION OF DETROIT

     The Company accounts for its investment in the Partnership under the equity
     method. The Company records its investment at cost and adjusts the recorded
     investment  periodically to recognize the Company's  proportionate share of
     the Partnership's net income or loss after the date of investment,  as well
     as any additional contributions made and distributions received.

     The  following  is  summarized  financial  information  with respect to the
     Partnership:

       Condensed Financial Position
       (Dollars in thousands)
                                                    June 30,       December 31,
                                                      1995             1994

       Current assets..............................    $4,199           $4,576
       Property and equipment, net.................    58,597           59,358
       Deferred charges, net.......................   234,971          245,195
                                                     --------         --------
                                                     $297,767         $309,129
                                                     ========         ========

       Current liabilities.........................   $59,678          $63,136
       Long-term liabilities.......................   164,602          160,647
       Partners' capital...........................    73,487           85,346
                                                     --------         --------
                                                     $297,767         $309,129
                                                     ========         ========


<PAGE>7

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995
              NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     Condensed Statement of Operations
     (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                               (Predecessor              (Predecessor
                                                                               Partnership)              Partnership)
                                                                      Six Months Ended           Three Months Ended
                                                                           June 30,                   June 30,
                                                                      1995         1994          1995          1994
<S>                                                               <C>           <C>            <C>         <C>
       Service income.........................................       $33,520      $33,083       $16,930      $17,082
                                                                     -------      -------       -------      -------
       Operating, selling, general and
        administrative expenses...............................        21,837       21,925        10,856       10,838
       Depreciation and amortization..........................        13,081        4,971         6,547        2,478
                                                                     -------      -------       -------      -------
                                                                      34,918       26,896        17,403       13,316
                                                                     -------      -------       -------      -------
       Operating (loss) income ...............................        (1,398)       6,187          (473)       3,766
       Interest expense.......................................         6,129        1,422         3,162          703
                                                                     -------      -------       -------      -------
       Net (loss) income for allocation to partners...........       ($7,527)      $4,765       ($3,635)      $3,063
                                                                     =======       ======       =======       ======
</TABLE>


     Prior  to the  Share  Purchase,  the  Company  was  allocated  10.2% of the
     Partnership's  net  income  or  loss.   Contemporaneously  with  the  Share
     Purchase,  Detroit  Cable  TV,  Inc.  ("Detroit  Cable"),  a  wholly  owned
     subsidiary  of  Cable  TV,  exercised  its  option  to  acquire  additional
     interests in the Partnership of 0.2% from the Company and 0.8% from CMH for
     consideration  previously provided.  Following the Share Purchase,  Detroit
     Cable,   CMH  and  the  Company  hold   interests  of  50%,  40%  and  10%,
     respectively,  in the Partnership.  As a result of the Share Purchase,  the
     Company's recorded investment balance was increased to 10% of the new basis
     of the Partnership's net assets.

     Related Party Transactions
     Effective December 22, 1994, management fees are charged to the Partnership
     pursuant to a management  agreement  between  Comcast and MH Holdings  (the
     "Management  Agreement").  Under  the  terms of the  Management  Agreement,
     Comcast will supervise the management and operation of the  Partnership for
     compensation  equal  to  4.5% of the  Partnership's  gross  revenues,  with
     payment  of  one-third  of such fees  being  deferred  by MH  Holdings.  In
     addition,  the  Management  Agreement  provides for the  reimbursement  and
     sharing of certain of Comcast's  actual costs relating to the operations of
     MH Holdings,  including the operations of the Partnership.  For the six and
     three months ended June 30, 1995, the  Partnership was charged $1.5 million
     and $762,000, respectively, under the Management Agreement.

     Effective December 22, 1994, the Partnership is also charged by Comcast for
     certain operating  expenses under a separate  agreement between Comcast and
     MH Holdings (the "Cost Sharing  Agreement").  These expenses are charged to
     MH Holdings,  and ultimately the Partnership,  by Comcast on the same basis
     that  approximates  what would have been charged if it  purchased  directly
     from the supplier, subject to certain adjustments and limitations.  For the
     six and three  months  ended  June 30,  1995,  the  amount  charged  to the
     Partnership  under the Cost  Sharing  Agreement  was $9.7  million and $5.0
     million, respectively.

     Through  November 30, 1994,  the  Partnership  paid to Cable  Management of
     Detroit,  a partnership  formed by Cable TV and CMH, a monthly fee equal to
     6% of the Partnership's gross revenues. Fees incurred for the six and three
     months  ended  June 30,  1994  totalled  $2.0  million  and  $1.0  million,
     respectively.



<PAGE>8


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995
              NOTES TO CONDENSED FINANCIAL STATEMENTS - CONCLUDED
                                  (Unaudited)

     Through  December 21, 1994,  the  Partnership  purchased  certain  services
     jointly with an affiliate owned by Cable TV. Reimbursement to the affiliate
     for  these  services  for the six and  three  months  ended  June 30,  1994
     totalled $3.6 million and $1.8 million, respectively.

     For the six and three months ended June 30, 1995 and 1994, interest expense
     of $6.1 million and $3.2 million, respectively,  represents interest on the
     Partnership's assumed portion of the outstanding  borrowings of MH Holdings
     under the Assumption Agreement (see Note 4).

     Commitments and Contingencies
     The  Partnership is subject to legal  proceedings and claims which arise in
     the ordinary  course of its  business.  In the opinion of  management,  the
     amount  of  ultimate  liability  with  respect  to these  actions  will not
     materially  affect the financial  position and results of operations of the
     Partnership.

     On March 30, 1994, the Federal  Communications  Commission  ("FCC"),  among
     other  things,   adopted  interim  regulations  to  govern  cost-of-service
     showings by cable operators, establishing an industry-wide 11.25% after tax
     rate of return and a rebuttable  presumption that  acquisition  costs above
     original historic book value of tangible assets should be excluded from the
     rate  base;  and  reconsidered,   among  other  matters,   its  regulations
     concerning  rates for the addition of regulated  services and the treatment
     of packages of "a la carte" channels.  The Partnership is currently seeking
     to justify  certain of its existing  rates on the basis of  cost-of-service
     showings at the City.  Although  management believes that the Partnership's
     rates are supportable in a cost of service proceeding,  no assurance can be
     given that the  Partnership  will be successful.  If the Partnership is not
     successful in such efforts, and there is no legislative,  administrative or
     judicial relief, the FCC regulations may adversely affect the Partnership's
     results of operations.

4.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     In connection with the Share Purchase,  MH Holdings  entered into an $850.0
     million credit agreement with certain lenders (the "Credit Agreement").  On
     December 22, 1994, the Partnership entered into a loan assumption agreement
     (the  "Assumption  Agreement")  with MH Holdings  whereby the  Partnership,
     along with  certain  other  subsidiaries  of MH  Holdings,  would  assume a
     portion  of MH  Holdings'  obligations  under  the  Credit  Agreement.  The
     Partnership's  allocated  portion of the total  commitment under the Credit
     Agreement was $184.1 million, of which $154.9 million was outstanding as of
     December  31, 1994.  During the six months ended June 30, 1995,  additional
     borrowings  were made under the Credit  Agreement and the  Partnership  was
     allocated an additional $4.3 million pursuant to the Assumption  Agreement,
     with a  corresponding  decrease  in  partners'  capital.  The  Company  has
     recorded  a  decrease  in  its  investment  in  the   Partnership  for  its
     proportionate  share  of  this  assumed  liability  of  $433,000,   with  a
     corresponding  decrease in additional  capital.  This  transaction has been
     excluded  from the Company's  condensed  statement of cash flows due to its
     noncash nature.

5.   RELATED PARTY TRANSACTIONS

     As of June 30,  1995,  the due from  affiliate  balance  includes  interest
     bearing amounts due from MH Holdings of approximately $1.0 million.


<PAGE>9


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Organization

Cablevision  Investment of Detroit,  Inc. (the "Company"),  an approximate 96.5%
owned  subsidiary  of Maclean  Hunter  Cable TV, Inc.  ("Cable  TV"), a Michigan
corporation,  is a general  partner  which holds a 10%  partnership  interest in
Comcast  Cablevision of Detroit  (formerly  Barden  Cablevision  and referred to
herein as the "Partnership"),  a Michigan general  partnership.  The Partnership
operates a cable  communications  system (the "System")  pursuant to a franchise
agreement with the city of Detroit,  Michigan (the "City").  Effective  December
22,  1994,  Cable TV became an indirect  majority  owned  subsidiary  of Comcast
Corporation  ("Comcast"),  a Pennsylvania  corporation which is a publicly owned
company.

Maclean Hunter Acquisition

On March 31, 1994, Rogers Communications Inc. ("RCI") acquired substantially all
of the outstanding shares of capital stock of Maclean Hunter Limited,  which was
formerly  the parent of Maclean  Hunter,  Inc.  ("MHI").  On December  22, 1994,
pursuant to a share  purchase  agreement  between  Comcast  and RCI,  Comcast MH
Holdings,  Inc.  ("MH  Holdings")  purchased  all of the issued and  outstanding
shares of capital  stock of MHI and, in  conjunction  with a separate  agreement
with the  shareholders  of Comcast  Michigan  Holdings,  Inc.  (formerly  Barden
Communications,  Inc.  and  referred  to herein as "CMH"),  acquired  all of the
issued and outstanding shares of capital stock of CMH, for an aggregate purchase
price of  approximately  $1.2 billion  (subject to certain  adjustments) in cash
(the  purchase  of the  shares of MHI is  referred  to herein as the "MHI  Share
Purchase"  and,  together  with the  purchase of the CMH  shares,  as the "Share
Purchase").  MH Holdings is an indirect wholly owned  subsidiary of Comcast MHCP
Holdings,  L.L.C.  ("MHCP"), a Delaware limited liability  corporation.  MHCP is
owned 55% by a wholly  owned  subsidiary  of Comcast  and 45% by the  California
Public Employees' Retirement System ("CalPERS"),  and is managed by Comcast. The
MHI Share Purchase  resulted in a change of control of the Company because Cable
TV, the  Company's  parent,  became an indirect  wholly owned  subsidiary  of MH
Holdings. In addition, the Share Purchase resulted in a change of control of the
Partnership  because the partners  became  substantially  indirect  wholly owned
subsidiaries of MH Holdings.

Contemporaneously  with the Share  Purchase,  Detroit  Cable TV, Inc.  ("Detroit
Cable"),  a wholly owned subsidiary of Cable TV, exercised its option to acquire
additional  interests in the  Partnership of 0.2% from the Company and 0.8% from
CMH for consideration previously provided. Following the Share Purchase, Detroit
Cable, CMH and the Company hold interests of 50%, 40% and 10%, respectively,  in
the Partnership.

Liquidity and Capital Resources

The Company currently does not have any significant capital requirements.

The Partnership's  capital  requirements,  anticipated to be approximately  $3.0
million  during the  remainder of 1995,  are  principally  for  maintenance  and
upgrading  of the  system.  The amount of such  capital  expenditures  for years
subsequent to 1995 will depend on numerous factors, many of which are beyond the
Partnership's  control.  These factors include whether competition in the market
necessitates  a system  rebuild or upgrade,  whether  the system has  sufficient
capacity  to handle new  product  offerings,  including  the  offering  of cable
telephony and  telecommunications  services,  and whether and to what extent the
Partnership will be able to recover its investment under Federal  Communications
Commission ("FCC") rate guidelines.


<PAGE>10

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995

The Company  believes that the Partnership  will be able to meet its current and
long-term  liquidity  and  capital  requirements,  including  its fixed  charges
(interest expense),  through its cash flows from operating  activities and other
sources of financing.

Results of Operations

As a result of the Share  Purchase,  a new cost  basis was  established  for the
purchased assets and liabilities.  The financial position of the Company and the
Partnership  as of June 30, 1995 and  December 31,  1994,  and their  results of
operations  for the six and  three  months  ended  June  30,  1995,  reflect  an
allocation  of the  purchase  price for the Share  Purchase  to the  assets  and
liabilities  of the Company  and the  Partnership  based on  relative  estimated
market values. Such allocation is preliminary  pending,  among other things, the
final purchase price adjustment between Comcast and RCI.

Cablevision Investment of Detroit, Inc.

The Company  accounts for its  investment  in the  Partnership  under the equity
method.  The Company  records its  investment  at cost and adjusts the  recorded
investment  periodically to recognize the Company's  proportionate  share of the
Partnership's  net income or loss after the date of  investment,  as well as any
additional contributions made and distributions received.

The Company realized net (loss) income of ($601,000),  $204,000,  ($292,000) and
$166,000   for  the  six  and  three  months  ended  June  30,  1995  and  1994,
respectively.  The results of operations  include equity in net (loss) income of
the Partnership of ($753,000),  $486,000, ($364,000) and $312,000, respectively,
for those periods. The financial results of the Partnership are discussed below.

Comcast Cablevision of Detroit

The Partnership  realized operating income before  depreciation and amortization
(commonly referred to in the Partnership's business as "operating cash flow") of
$11.7  million,  $11.2  million,  $6.1  million and $6.2 million for the six and
three  months  ended  June 30,  1995 and  1994,  respectively,  representing  an
increase  of  $500,000  or 4% and a decrease  of $100,000 or 2% from 1994 to the
same periods in 1995.  These changes are a result of the items discussed  below.
Operating  cash flow is presented as a measure of the  Partnership's  ability to
generate cash to service its  obligations,  including debt service  obligations,
and to  finance  capital  and  other  expenditures.  In part due to the  capital
intensive nature of the telecommunications industry and the significant level of
non-cash  depreciation  and  amortization   expense,   operating  cash  flow  is
frequently  used as one of the bases for  comparing  companies in the  industry.
Operating  cash  flow  does not  purport  to  represent  net  income or net cash
provided by operating  activities,  as those terms are defined  under  generally
accepted accounting  principles,  and should not be considered as an alternative
to such measurements as an indicator of the Partnership's performance.

The Partnership realized service income of $33.5 million,  $33.1 million,  $16.9
million and $17.1  million for the six and three  months ended June 30, 1995 and
1994, respectively, representing an increase of $400,000 or 1% and a decrease of
$200,000  or 1% from  1994 to the same  periods  in 1995.  The  fluctuations  in
service  income are  principally  due to changes in  subscribers  and additional
product offerings.

Operating,  selling,  general and  administrative  expenses were $21.8  million,
$21.9  million,  $10.9  million and $10.8  million for the six and three  months
ended  June  30,  1995 and  1994,  respectively.  Such  expenses  have  remained
consistent between periods primarily due to operating efficiencies realized as a
result of the Share Purchase,  offset by cost increases predominantly associated
with subscriber  growth. It is anticipated that the Partnership's  cost of cable
programming will increase in the future as cable  programming rates increase and
additional sources of cable programming become available.

<PAGE>11

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995

Depreciation  and  amortization  expense was $13.1 million,  $5.0 million,  $6.5
million and $2.5  million for the six and three  months  ended June 30, 1995 and
1994, respectively, representing increases of $8.1 million and $4.0 million from
1994 to the same periods in 1995. The increases are primarily due to the effects
of establishing a new cost basis for the assets purchased in the Share Purchase.

Interest expense was $6.1 million,  $1.4 million,  $3.2 million and $703,000 for
the  six  and  three  months  ended  June  30,  1995  and  1994,   respectively,
representing  increases  of $4.7  million and $2.5 million from 1994 to the same
periods  in 1995.  The  increases  are  principally  due to the  effects of debt
assumed by the Partnership.

Statement of Cash Flows

Cablevision Investment of Detroit, Inc.

Cash  decreased  $1.0 million at June 30, 1995 from December 31, 1994 due to the
effects of net investing transactions with affiliates.

Cable Rate Regulation Developments

On March 30, 1994, the FCC, among other things,  adopted interim  regulations to
govern   cost-of-service   showings   by  cable   operators,   establishing   an
industry-wide 11.25% after tax rate of return and a rebuttable  presumption that
acquisition  costs above original  historic book value of tangible assets should
be excluded  from the rate base;  and  reconsidered,  among other  matters,  its
regulations  concerning  rates for the  addition of  regulated  services and the
treatment of packages of "a la carte"  channels.  The  Partnership  is currently
seeking to justify certain of its existing rates on the basis of cost-of-service
showings at the City.  Although management believes that the Partnership's rates
are supportable in a cost of service proceeding,  no assurance can be given that
the Partnership will be successful. If the Partnership is not successful in such
efforts, and there is no legislative, administrative or judicial relief, the FCC
regulations may adversely affect the Partnership's results of operations.

PART II. OTHER INFORMATION

     ITEM 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits required to be filed by Item 601 of Regulation S-K:

         27       Financial Data Schedule.

     (b) Reports on Form 8-K - None







<PAGE>12


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1995

                                   SIGNATURE

     Pursuant to the  Requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                               CABLEVISION INVESTMENT OF DETROIT, INC.



                               /s/ LAWRENCE S. SMITH
                               ------------------------------------
                                   Lawrence S. Smith
                                   Senior Vice President
                                   Accounting and Administration
                                   (Chief Accounting Officer)



Date: August 11, 1995

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed statement of operations and condensed balance sheet and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000806003
<NAME> CABLEVISION INVESTMENT OF DETROIT, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                             105
<SECURITIES>                                         0
<RECEIVABLES>                                    1,044
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,149
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  16,122
<CURRENT-LIABILITIES>                                8
<BONDS>                                              0
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                                0
                                          0
<OTHER-SE>                                       8,605
<TOTAL-LIABILITY-AND-EQUITY>                    16,122
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 (753)
<LOSS-PROVISION>                                     0
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<INCOME-PRETAX>                                  (925)
<INCOME-TAX>                                     (324)
<INCOME-CONTINUING>                              (601)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (601)
<EPS-PRIMARY>                                    (.60)
<EPS-DILUTED>                                    (.60)
        

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