CABLEVISION INVESTMENT OF DETROIT INC
10-Q, 1995-05-15
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:

                                 MARCH 31, 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 March 31, 1995, there were 1,000,000 shares of Common Stock outstanding.




<PAGE>

                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 1995

                               TABLE OF CONTENTS




                                                                           Page
                                                                          Number

PART I.  FINANCIAL INFORMATION

         Item 1.   Financial Statements

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

                   Condensed Statement of Operations and
                   Accumulated Deficit for the Three Months
                   Ended March 31, 1995 and 1994 (Unaudited)..................3

                   Condensed Statement of Cash Flows for the
                   Three Months Ended March 31, 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 MARCH 31, 1995

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            CONDENSED BALANCE SHEET
                                  (Unaudited)

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

CURRENT ASSETS
    Cash..........................................................             $103                    $1,125
    Due from affiliate............................................            1,033
    Other assets..................................................                                          4
                                                                            -------                   -------
          Total Current Assets....................................            1,136                     1,129
                                                                            -------                   -------

INVESTMENT IN COMCAST CABLEVISION OF DETROIT......................            7,712                     8,534
                                                                            -------                   -------

DEFERRED CHARGES..................................................            7,839                     7,839
    Accumulated amortization......................................             (116)                      (18)
                                                                            -------                   -------
    Deferred charges, Net.........................................            7,723                     7,821
                                                                            -------                   -------
                                                                 .          $16,571                   $17,484
                                                                            =======                   =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable .............................................               $8                       $12
                                                                            -------                   -------
          Total Current Liabilities...............................                8                        12
                                                                            -------                   -------

DEFERRED INCOME TAXES.............................................            7,656                     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...........................................             (356)                      (47)
                                                                            -------                   -------
          Total Stockholders' Equity..............................            8,907                     9,649
                                                                            -------                   -------
                                                                            $16,571                   $17,484
                                                                            =======                   =======
</TABLE>



See notes to condensed financial statements.



<PAGE>3


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 1995
           CONDENSED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                               (Dollars in thousands,
                                                                               except per share data)
                                                                            Three Months Ended March 31,
                                                                           1995                      1994
                                                                                                (Predecessor
                                                                                                Corporation)
<S>                                                               <C>                           <C>
INCOME
    Interest income.......................................                 $11                         $9
    Equity in net (loss) income of Comcast
       Cablevision of Detroit.............................                (389)                       174
                                                                     ---------                  ---------
                                                                          (378)                       183
                                                                     ---------                  ---------

EXPENSES
    Amortization..........................................                  98                        141
    Administrative........................................                                              4
                                                                     ---------                  ---------
                                                                            98                        145
                                                                     ---------                  ---------
(LOSS) INCOME BEFORE INCOME
    TAX BENEFIT ..........................................                (476)                        38
                                                                     ---------                  ---------

INCOME TAX BENEFIT........................................                (167)
                                                                     ---------                  ---------

NET (LOSS) INCOME.........................................                (309)                        38

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

NET (LOSS) INCOME PER SHARE...............................               ($.31)                      $.04
                                                                     =========                  =========

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



See notes to condensed financial statements.



<PAGE>4


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 1995
                       CONDENSED STATEMENT OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                (Dollars in thousands)
                                                                            Three Months Ended March 31,
                                                                           1995                      1994
                                                                        ----------                 -------
                                                                                                 (Predecessor
                                                                                                  Corporation)
<S>                                                                  <C>                      <C>
OPERATING ACTIVITIES
     Net (loss) income .......................................           ($309)                       $38
        Noncash items included in net (loss) income:
           Equity in net loss (income) of Comcast
               Cablevision of Detroit.........................             389                       (174)
           Amortization.......................................              98                        141
           Deferred income tax benefit........................            (167)
                                                                        ------                     ------
                                                                            11                          5
        Decrease in other assets..............................               4
        Decrease in accounts payable..........................              (4)                        (2)
                                                                        ------                     ------
               Net cash provided by operating activities......              11                          3
                                                                        ------                     ------

INVESTING ACTIVITIES
     Net transactions with affiliates.........................          (1,033)                     1,000
                                                                        ------                     ------
               Net cash (used in) provided by investing
                   activities.................................          (1,033)                     1,000
                                                                        ------                     ------

(DECREASE) INCREASE IN CASH...................................          (1,022)                     1,003
     Cash, Beginning of Period................................           1,125                        119
                                                                        ------                     ------
CASH, End of Period...........................................            $103                     $1,122
                                                                        ======                     ======
</TABLE>



See notes to condensed financial statements.




<PAGE>5


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 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
     March 31, 1995 and the condensed  statements of operations and  accumulated
     deficit  and of cash flows for the three  months  ended  March 31, 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 March 31, 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 period ended March 31, 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 MARCH 31, 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 March 31, 1995 and  December  31,  1994,  and their
     results of operations for the three months ended March 31, 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)
<TABLE>
<CAPTION>
                                                                            March 31,      December 31,
                                                                              1995             1994
                                                                              ----             ----
<S>                                                                      <C>             <C>
       Current assets..................................................       $4,775           $4,576
       Property and equipment, Net.....................................       58,735           59,358
       Deferred charges, Net...........................................      240,073          245,195
                                                                            --------         --------
                                                                            $303,583         $309,129
                                                                            ========         ========

       Current liabilities.............................................      $61,381          $63,136
       Long-term liabilities...........................................      165,080          160,647
       Partners' capital...............................................       77,122           85,346
                                                                            --------         --------
                                                                            $303,583         $309,129
                                                                            ========         ========
</TABLE>


<PAGE>7


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 1995
              NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

       Condensed Statement of Operations
       (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                          (Predecessor
                                                                                           Partnership)
                                                                                Three Months Ended
                                                                            March 31,       March 31,
                                                                              1995             1994
<S>                                                                      <C>                 <C>
       Service income........................................                $16,590          $16,001
                                                                             -------          -------

       Operating, selling, general and
        administrative expenses..............................                 10,981           11,087

       Depreciation and amortization.........................                  6,534            2,493
                                                                             -------          -------
                                                                              17,515           13,580
                                                                             -------          -------

       Operating (loss) income ..............................                   (925)           2,421

       Interest expense......................................                  2,967              719
                                                                             -------          -------

       Net (loss) income for allocation to partners..........                ($3,892)          $1,702
                                                                             =======          =======
</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 three
     months ended March 31, 1995, the Partnership was charged $747,000 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
     three months ended March 31, 1995,  the amount  charged to the  Partnership
     under the Cost Sharing Agreement was $4.7 million.

     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 three months
     ended March 31, 1994 totalled $960,000.


<PAGE>8


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 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 three months ended March 31, 1994 totalled $1.8
     million.

     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 three months ended March 31, 1995, additional
     borrowings  were made under the Credit  Agreement and the  Partnership  was
     allocated an additional $4.3 million pursuant to the Assumption  Agreement.
     This resulted in 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.


<PAGE>9


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 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  $5.0
million in 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 MARCH 31, 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 March 31, 1995 and December 31,  1994,  and their  results of
operations  for the three months ended March 31, 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 ($309,000)  and $38,000 for the three
months ended March 31, 1995 and 1994,  respectively.  The results of  operations
include  equity  in net  (loss)  income of the  Partnership  of  ($389,000)  and
$174,000,  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
$5.6  million  and $4.9  million for the three  months  ended March 31, 1995 and
1994,  respectively,  representing an increase of $700,000 or 14%. 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 $16.6 million and $16.0 million for
the three months ended March 31, 1995 and 1994,  respectively,  representing  an
increase of $600,000 or 4%.  Substantially all of the increase in service income
is due to the effects of subscriber growth and additional product offerings.

Operating,  selling,  general and administrative expenses were $11.0 million and
$11.1 million for the three months ended March 31, 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.

Depreciation and amortization  expense was $6.5 million and $2.5 million for the
three  months  ended  March 31,  1995 and 1994,  respectively,  representing  an
increase  of $4.0  million.  The  increase  is due  primarily  to the effects of
establishing a new cost basis for the assets purchased in the Share Purchase.


<PAGE>11


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 1995

Interest  expense was $3.0 million and $719,000 for the three months ended March
31, 1995 and 1994,  respectively,  representing an increase of $2.3 million. The
increase is principally due to the effects of debt of MH Holdings assumed by the
Partnership.

Statement of Cash Flows

Cablevision Investment of Detroit, Inc.

Cash  decreased  $1.0  million  at March 31,  1995 from  December  31,  1994 and
increased  $1.0 million at March 31, 1994 from December 31, 1993.  These changes
in cash reflect 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

         27     Financial Data Schedule.

     (b) Reports on Form 8-K

          The Company filed a Current Report on Form 8-K on January 6, 1995.






<PAGE>12


                    CABLEVISION INVESTMENT OF DETROIT, INC.
                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 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: May 15, 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>
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                                0
                                          0
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