Form 10-Q

10-Q 1 d10q.htm FORM 10-Q Form 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

Commission File Numbers:		333-64449-02
		333-64449-01
		333-64449


Coaxial LLC Coaxial Financing Corp. Insight Communications of Central Ohio, LLC
(Exact name of registrants as specified in their charters)

Delaware		13-4080422
Delaware		13-4061992
Delaware		13-4017803
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Insight Communications Company, Inc.
810 7th Avenue
New York, New York 10019
(Address of principal executive offices, including zip code)

(917) 286-2300
(Registrants’ telephone number, including area code)

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 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Coaxial LLC		Not Applicable
Coaxial Financing Corp.		Not Applicable
Insight Communications of Central Ohio, LLC		Not Applicable

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all information and footnotes required by accounting principles generally accepted in the United States. However, in our opinion, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations for the relevant periods have been made. Results for the interim periods are not necessarily indicative of the results to be expected for the year. These financial statements should be read in conjunction with the summary of significant accounting policies and the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2001.

COAXIAL LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)

		September 30, 2002			December 31, 2001

		*(unaudited)*
Assets
Investments		$	7,384		$	19,328
Dividends receivable			1,750			5,250

	Total current assets		9,134			24,578
Deferred financing costs, net			3,241			3,814
Investment in affiliate			190,220			185,713
Note receivable – Coaxial DJM LLC			6,750			6,750
Note receivable – Coaxial DSM LLC			3,000			3,000
Interest receivable on notes			6,786			5,272

	Total assets	$	219,131		$	229,127

Liabilities and members’ equity
Accrued interest		$	1,750		$	5,250

	Total current liabilities		1,750			5,250
Senior discount notes			50,220			45,713
Senior notes, including $105.6 million to be paid by Phoenix Associates			140,000			140,000

	Total liabilities		191,970			190,963
Commitments and contingencies
Members’ equity:
In-substance allocation of proceeds related to senior notes to be paid by Phoenix Associates			(59,707	)		(70,263	)
Members’ accumulated equity			96,984			106,599
Accumulated other comprehensive income (loss)			(10,116	)		1,828

	Total members’ equity		27,161			38,164

	Total liabilities and members’ equity	$	219,131		$	229,127

See accompanying notes

COAXIAL LLC
CONDOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)

			Three months ended September 30,						Nine months ended September 30,

			2002			2001			2002			2001

Expenses:
	Amortization		$	(191	)	$	(191	)	$	(573	)	$	(573	)
Other income (expense):
	Interest income – related parties			521			456			1,514			1,328
	Interest expense			(5,050	)		(4,848	)		(15,007	)		(14,421	)
	Dividend on preferred interests			5,050			4,848			15,007			14,421

		Total other income, net		521			456			1,514			1,328

Net income			$	330		$	265		$	941		$	755

See accompanying notes

COAXIAL LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

				Nine months ended September 30,

				2002			2001

Operating activities:
	Net income			$	941		$	755
	Adjustments to reconcile net income to net cash used in operating activities:
		Amortization			573			573
		Interest expense assumed by affiliate			7,917			7,917
		Dividend on preferred interest			(15,007	)		(14,421	)
		Accretion of original issue discount on Senior Discount Notes			4,507			3,921
		Changes in operating assets and liabilities:
			Accrued interest		(861	)		(861	)
			Interest receivable		(1,514	)		(1,328	)

	Net cash used in operating activities				(3,444	)		(3,444	)

Financing activities:
	Capital distributions				(10,556	)		(10,556	)
	Proceeds from dividend on preferred interests				14,000			14,000

	Net cash provided by financing activities				3,444			3,444

Net change in cash					—			—
Cash, beginning of period					—			—

Cash, end of period				$	—		$	—

See accompanying notes

COAXIAL LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Coaxial LLC (the “Company”), a Delaware limited liability company, was formed on July 24, 1998 in order to own and hold 67½% of the common stock of Coaxial Communications of Central Ohio, Inc. (“Coaxial Inc.”). The Company has one individual as its sole member.

Coaxial Inc., an Ohio corporation, through its ownership of preferred interests, has a 30% voting interest in Insight Communications of Central Ohio, LLC (“Insight Ohio”). Insight Ohio operates a cable television system that provides basic and expanded cable television services to homes in the eastern parts of Columbus, Ohio and surrounding areas.

In connection with the contribution of Coaxial Inc.’s cable system (the “System”) described below and with the issuance of the Senior Notes and Senior Discount Notes by Coaxial Inc. and the Company during 1998, the three individuals who previously owned the outstanding stock of Coaxial Inc. contributed their stock to three separate limited liability companies. Accordingly, Coaxial Inc. is a subsidiary of the Company, which owns 67½% of Coaxial Inc.’s outstanding stock.

Other related entities affiliated with the Company in addition to Coaxial Inc., include Coaxial DJM LLC, Coaxial DSM LLC, (collectively, the “Coaxial Entities”), Phoenix Associates (“Phoenix”), Coaxial Financing Corp., Coaxial Associates of Columbus I and Coaxial Associates of Columbus II.

The Company and Coaxial Financing Corp. are co-issuers of the Senior Discount Notes. Coaxial Inc. and Phoenix are co-issuers of the Senior Notes. The ability of Coaxial Financing Corp., the Company, Coaxial Inc. and Phoenix to make scheduled payments with respect to the Senior Discount Notes and Senior Notes is dependent on the financial and operating performance of Insight Ohio. The required distributions on the Series A preferred equity interest and Series B preferred equity interest to Coaxial Inc. are designed to provide the cash flow necessary to service the debt requirements on the Senior Notes and Senior Discount Notes, respectively.

2. Responsibility for Interim Financial Statements

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements.

In management’s opinion, the consolidated financial statements reflect all adjustments considered necessary for a fair statement of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated

COAXIAL LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Responsibility for Interim Financial Statements (continued)

financial statements and notes to consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of the results to be expected for the year ending December 31, 2002 or any other interim period.

3. Comprehensive Loss

Comprehensive loss totaled $1.7 million and $11.0 million for the three and nine months ended September 30, 2002 and $5.8 million and $3.3 million for the three and nine months ended September 30, 2001, respectively. The Company owns common stock that is classified as available-for-sale and reported at market value, with unrealized gains and losses recorded as accumulated other comprehensive income or loss in the accompanying balance sheets.

COAXIAL FINANCING CORP.
BALANCE SHEETS
(in thousands)

		September 30, 2002			December 31, 2001

		*(unaudited)*
Assets
Cash		$	1		$	1
Deferred financing costs, net			796			898

	Total assets	$	797		$	899

Liabilities and shareholders’ deficit
Senior discount notes, to be paid by Coaxial LLC		$	50,220		$	45,713
Shareholders’ deficit:
Common stock; $.01 par value; 1,000 shares authorized, issued and outstanding			—			—
Paid-in-capital			1			1
In-substance allocation of proceeds related to senior discount notes to be paid by Coaxial LLC			(28,646	)		(28,646	)
Accumulated deficit			(20,778	)		(16,169	)

	Total shareholders’ deficit		(49,423	)		(44,814	)

	Total liabilities and shareholders’ deficit	$	797		$	899

See accompanying notes

COAXIAL FINANCING CORP.
STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)

		Three months ended September 30,						Nine months ended September 30,

		2002			2001			2002			2001

Expenses:
Amortization		$	(34	)	$	(34	)	$	(102	)	$	(102	)
Interest expense			(1,550	)		(1,348	)		(4,507	)		(3,921	)

	Net loss	$	(1,584	)	$	(1,382	)	$	(4,609	)	$	(4,023	)

See accompanying notes

COAXIAL FINANCING CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

		Nine months ended September 30,

		2002			2001

Cash flows from operating activities:
Net loss		$	(4,609	)	$	(4,023	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Amortization of deferred financing costs		102			102
	Accretion of original issue discount on senior discount notes assumed by affiliate		4,507			3,921

Net cash provided by operating activities			—			—

Net change in cash			—			—
Cash, beginning of period			1			1

Cash, end of period		$	1		$	1

See accompanying notes

COAXIAL FINANCING CORP.
NOTES TO FINANCIAL STATEMENTS

1. Organization

Coaxial Financing Corp. (the “Company”), a Delaware corporation, was formed on July 24, 1998, for the sole purpose of being a co-issuer with Coaxial LLC, a related entity, of discount notes which allows certain investors the ability to be holders of the debt. The Company has no operations. Three individuals own the outstanding shares of the Company.

2. Responsibility for Interim Financial Statements

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements.

In management’s opinion, the financial statements reflect all adjustments considered necessary for a fair statement of the financial position as of the interim dates presented. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes to financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of the results to be expected for the year ending December 31, 2002 or any other interim period.

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
BALANCE SHEETS
(in thousands)

		September 30, 2002			December 31, 2001

		*(unaudited)*
Assets
Investments		$	7,384		$	19,328
Dividend receivable			1,750			5,250

	Total current assets		9,134			24,578
Deferred financing costs, net			2,444			2,915
Investment in affiliate			190,220			185,713

	Total assets	$	201,798		$	213,206

Liabilities and shareholders’ equity
Accrued interest		$	1,750		$	5,250

	Total current liabilities		1,750			5,250
Senior notes, including $105.6 million to be paid by Phoenix Associates			140,000			140,000

	Total liabilities		141,750			145,250
Commitments and contingencies
Shareholders’ equity:
Common stock; $1 par value; 2,000 shares authorized; 1,080 shares issued and outstanding as of September 30, 2002 and December 31, 2001			1			1
Paid in capital			11,501			11,501
In-substance allocation of proceeds related to senior notes to be paid by Phoenix Associates			(59,707	)		(70,263	)
Retained earnings			118,369			124,889
Accumulated other comprehensive income (loss)			(10,116	)		1,828

	Total shareholders’ equity		60,048			67,956

	Total liabilities and shareholders’ equity	$	201,798		$	213,206

See accompanying notes

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)

			Three months ended September 30,						Nine months ended September 30,

			2002			2001			2002			2001

Expenses:
Amortization			$	157		$	157		$	471		$	471
Other income (expense):
	Interest expense			(3,500	)		(3,500	)		(10,500	)		(10,500	)
	Dividend on preferred interests			5,050			4,848			15,007			14,421

		Total other income, net		1,550			1,348			4,507			3,921

Net income			$	1,393		$	1,191		$	4,036		$	3,450

See accompanying notes

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

			Nine months ended September 30,

			2002			2001

Operating activities:
	Net income		$	4,036		$	3,450
	Adjustments to reconcile net income to net cash used in operating activities:
		Amortization		471			471
		Interest expense assumed by affiliate		7,917			7,917
		Accrued interest		(861	)		(861	)
		Dividend on preferred interest		(15,007	)		(14,421	)

	Net cash used in operating activities			(3,444	)		(3,444	)

Financing activities:
	Capital distributions			(10,556	)		(10,556	)
	Proceeds from dividend on preferred interest			14,000			14,000

	Net cash provided by financing activities			3,444			3,444

Net change in cash				—			—
Cash, beginning of period				—			—

Cash, end of period			$	—		$	—

See accompanying notes

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Coaxial Communications of Central Ohio, Inc. (the “Company” or “Coaxial Inc.”), an Ohio corporation, through its ownership of preferred interests, has a 30% voting interest in Insight Communications of Central Ohio, LLC (“Insight Ohio”). Insight Ohio operates a cable television system that provides basic and expanded cable television services to homes in the eastern parts of Columbus, Ohio and surrounding areas. Prior to August 8, 2000, the Company owned 100% of the voting interest in Insight Ohio and therefore consolidated the financial statements of Insight Ohio for periods prior to such date. In connection with the contribution of the Company’s cable system (the “System”), the issuance of the Senior Notes and the issuance of the Senior Discount Notes by the Company’s majority shareholder, Coaxial LLC, during 1998 the three individuals who previously owned the outstanding stock of the Company contributed their stock to three separate limited liability companies. Accordingly, the Company is a subsidiary of Coaxial LLC, which owns 67½% of its outstanding stock.

Other related entities affiliated with the Company in addition to Coaxial LLC, include Coaxial DJM LLC, Coaxial DSM LLC, (collectively, the “Coaxial Entities”), Phoenix Associates (“Phoenix”), Coaxial Financing Corp., Coaxial Associates of Columbus I and Coaxial Associates of Columbus II.

The Company and Phoenix are co-issuers of the Senior Notes. The ability of the Company and Phoenix to make scheduled payments with respect to the Senior Notes is dependent on the financial and operating performance of Insight Ohio. The required distributions on the Series A preferred equity interest to the Company is designed to provide the cash flow necessary to service the debt requirements on the Senior Notes.

2. Responsibility for Interim Financial Statements

In management’s opinion, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. Responsibility for Interim Financial Statements (continued)

3. Comprehensive Loss

Comprehensive loss totaled $607,000 and $7.9 million for the three and nine months ended September 30, 2002 and $4.8 million and $631,000 for the three and nine months ended September 30, 2001, respectively. The Company owns common stock that is classified as available-for-sale and reported at market value, with unrealized gains and losses recorded as accumulated other comprehensive income or loss in the accompanying balance sheets.

PHOENIX ASSOCIATES
BALANCE SHEETS
(in thousands)

		September 30, 2002			December 31, 2001

		*(unaudited)*
Assets
Interest receivable		$	648		$	531
Due from related party			406			406
Notes receivable – related parties			550			550

	Total current assets		1,604			1,487
Deferred financing costs, net			2,444			2,915

	Total assets	$	4,048		$	4,402

Liabilities and partners’ deficit
Accrued interest		$	1,750		$	5,250

	Total current liabilities		1,750			5,250
Senior notes, including $34.4 million to be paid by Coaxial Communications of Central Ohio, Inc.			140,000			140,000

	Total liabilities		141,750			145,250
Commitments and contingencies
Partners’ deficit:
In-substance allocation of proceeds related to senior notes to be paid by Coaxial Communications of Central Ohio, Inc.			(19,433	)		(22,877	)
Partners’ accumulated deficit			(118,269	)		(117,971	)

	Total partners’ deficit		(137,702	)		(140,848	)

	Total liabilities and partners’ deficit	$	4,048		$	4,402

See accompanying notes

PHOENIX ASSOCIATES
STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)

			Three months ended September 30,						Nine months ended September 30,

			2002			2001			2002			2001

Expenses:
	Amortization		$	(157	)	$	(157	)	$	(471	)	$	(471	)
Interest income (expense):
	Interest income–related parties			39			39			117			117
	Interest expense			(3,500	)		(3,500	)		(10,500	)		(10,500	)

		Total interest expense, net		(3,461	)		(3,461	)		(10,383	)		(10,383	)

Net loss			$	(3,618	)	$	(3,618	)	$	(10,854	)	$	(10,854	)

See accompanying notes

PHOENIX ASSOCIATES
STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

					Nine months ended September 30,

					2002			2001

Operating activities:
	Net loss				$	(10,854	)	$	(10,854	)
		Adjustments to reconcile net loss to net cash used in operating activities:
			Amortization of deferred financing fees			471			471
			Interest expense assumed by affiliate			2,583			2,583
			Changes in operating assets and liabilities:
				Interest receivable		(117	)		(117	)
				Accrued interest		(2,639	)		(2,639	)

	Net cash used in operating activities					(10,556	)		(10,556	)

Financing activities:
	Capital contributions					10,556			10,556

	Net cash provided by financing activities					10,556			10,556

Net change in cash						—			—
Cash, beginning of period						—			—

Cash, end of period					$	—		$	—

See accompanying notes

PHOENIX ASSOCIATES
NOTES TO FINANCIAL STATEMENTS

1. Business Organization and Purpose

Phoenix Associates (the “Company”) is a Florida general partnership organized for the primary purpose of purchasing promissory notes, mortgages, deeds of trust, debt securities and other types of securities and purchasing and acquiring rights in any loan agreements or other documents relating to those securities. The Company has no operations.

The Company is owned by three separate LLC’s whose sole members are individual partners who share profits and losses in the ratio of 67½%, 22½% and 10%, respectively.

Other related entities affiliated with the Company include Coaxial LLC, Coaxial Financing Corp., Coaxial Communications of Central Ohio, Inc. (“Coaxial Inc.”), Insight Communications of Central Ohio, LLC (“Insight Ohio”), Coaxial Associates of Columbus I (“Columbus I”) and Coaxial Associates of Columbus II (“Columbus II”).

The Company and Coaxial Inc. are co-issuers of the Senior Notes. The ability of the Company and Coaxial Inc. to make scheduled payments with respect to the Senior Notes is dependent on the financial and operating performance of Insight Ohio. The required distributions on the Series A preferred equity interest to Coaxial Inc. and ultimately the Company is designed to provide the cash flow necessary to service the debt requirements on the Senior Notes.

2. Responsibility for Interim Financial Statements

In management’s opinion, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes to financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

Certain prior period amounts have been reclassified to conform to the current period presentation.

3. Subsequent Event

On October 31, 2002, the Company received approximately $3.5 million as payment, in full, for receivables from related parties, including accrued interest. The Company recorded a gain of approximately $1.9 million in connection with this transaction. Additionally, the Company made a capital distribution to its partners on October 31, 2002 of approximately $3.5 million.

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
BALANCE SHEETS
(in thousands)

		September 30, 2002			December 31, 2001

		*(unaudited)*
Assets
Cash and cash equivalents		$	671		$	2,158
Trade accounts receivable, net of allowance for doubtful accounts of $140 and 158 as of September 30, 2002 and December 31, 2001, respectively			1,734			2,599
Launch funds receivable			75			1,327
Prepaid expenses and other assets			319			401

	Total current assets		2,799			6,485
Fixed assets, net			103,040			91,673
Intangible assets, net			753			499

	Total assets	$	106,592		$	98,657

Liabilities and members’ deficit
Accounts payable		$	1,921		$	5,689
Accrued expenses and other liabilities			1,299			1,331
Accrued programming costs			2,146			2,194
Deferred revenue			807			1,219
Debt - current portion			3,750			—
Interest payable			175			232
Preferred interest distribution payable			1,750			5,250
Due to affiliates			6,447			5,890

	Total current liabilities		18,295			21,805
Deferred revenue			727			1,559
Debt			21,250			25,000

	Total liabilities		40,272			48,364
Commitments and contingencies
Preferred interests			190,220			185,713
Members’ deficit			(123,900	)		(135,420	)

	Total liabilities and members’ deficit	$	106,592		$	98,657

See accompanying notes

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)

			Three months ended September 30,						Nine months Ended September 30,

			2002			2001			2002			2001

Revenue			$	15,981		$	14,270		$	46,676		$	42,130
Operating costs and expenses:
	Programming and other operating costs			5,839			6,021			16,947			16,700
	Selling, general and administrative			2,900			3,032			8,973			9,075
	Management fees			503			415			1,400			1,229
	Depreciation and amortization			5,103			3,317			12,707			9,027

Total operating costs and expenses				14,345			12,785			40,027			36,031
Operating income				1,636			1,485			6,649			6,099
Other income (expense):
	Interest expense			(247	)		(430	)		(705	)		(1,350	)
	Interest income			1			6			20			47
	Other			18			18			63			(162	)

		Total other expense, net		(228	)		(406	)		(622	)		(1,465	)
Net income				1,408			1,079			6,027			4,634
Accrual of preferred interests				(5,050	)		(4,848	)		(15,007	)		(14,421	)

Net loss attributable to common interests			$	(3,642	)	$	(3,769	)	$	(8,980	)	$	(9,787	)

See accompanying notes

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

				Nine months ended September 30,

				2002			2001

Operating activities:
	Net income			$	6,027		$	4,634
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			12,707			9,027
		Provision for losses on trade accounts receivable			894			1,017
		Changes in operating assets and liabilities:
			Trade accounts receivable		(29	)		(1,164	)
			Launch funds receivable		1,252			1,392
			Prepaid expenses and other assets		82			(705	)
			Accounts payable		(3,768	)		(856	)
			Accrued expenses and other liabilities		(824	)		1,980

	Net cash provided by operating activities				16,341			15,325

Investing activities:
	Purchase of property and equipment				(24,185	)		(20,125	)
	Purchase of intangible assets				(143	)		—

	Net cash used in investing activities				(24,328	)		(20,125	)

Financing activities:
	Capital contributions				20,500			18,500
	Preferred interest distribution				(14,000	)		(14,000	)

	Net cash provided by financing activities				6,500			4,500

Net change in cash and cash equivalents					(1,487	)		(300	)
Cash and cash equivalents, beginning of period					2,158			1,169

Cash and cash equivalents, end of period				$	671		$	869

See accompanying notes

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS CONTINUED

1. Business Organization and Purpose

Insight Communications of Central Ohio, LLC (the “Company”) is a subsidiary of Insight Holdings of Ohio, LLC which owns 100% of its common equity, which is a wholly owned subsidiary of Insight Midwest, L.P. (“Insight Midwest”). Insight Midwest is equally owned by Insight Communications Company L.P. (“Insight LP”) and AT&T Broadband. Insight LP, as general partner and manager of Insight Midwest, manages and operates the Company’s systems. The Company provides basic and expanded cable television services to homes in the eastern parts of Columbus, Ohio and surrounding areas.

2. Responsibility for Interim Financial Statements

In management’s opinion, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes to financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

3. Accounting for Franchise Fees

Under the Company’s franchise agreements, the Company is obligated to pay to local franchising authorities up to 5% of its gross revenue derived from providing cable and other services the majority of which are passed through to customers. The Company has historically recorded revenue net of franchise fees charged to its customers. Staff announcement D-103, issued by the Financial Accounting Standards Board in November 2001, specifies that reimbursements received from a customer should be reflected as revenues and not as a reduction of expenses. This staff announcement applies to financial reporting periods beginning after December 15, 2001. Upon application of this staff announcement, comparative financial statements for prior periods are required to be reclassified to comply with the guidance in this staff announcement. Consequently, the Company has reclassified the prior period amounts in the

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS CONTINUED

3. Accounting for Franchise Fees (continued)

accompanying consolidated statements of operations to reflect franchise fees on a gross basis with reimbursements as revenue and payments as expense. The effect on the prior period statements of operations was to increase both revenue and selling, general and administrative costs by $379,000 for the three months ended September 30, 2001 and $1.1 million for the nine months ended September 30, 2001.

In addition, certain other prior period amounts have been reclassified to conform to the current period presentation.

4. Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which became effective for the Company beginning January 1, 2002. SFAS No. 144 supersedes FASB Statement No. 121, “Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and the accounting and reporting provisions relating to the disposal of a segment of a business of Accounting Principles Board Opinion No. 30. The adoption of SFAS No. 144 had no impact on the Company’s consolidated financial position or results of operations.

5. Commitments and Contingencies

Programming Contracts

The Company enters into long-term contracts with third parties who provide programming for distribution over the Company’s cable television systems. These programming contracts are a significant part of our business and represent a substantial portion of our operating costs. Since future fees under such contracts are based on numerous variables, including number and type of customers, the Company has not recorded any liabilities with respect to such contracts.

Litigation

The Company is party in or may be affected by various matters under litigation. Management believes that the ultimate outcome of these matters will not have a significant adverse effect on the Company’s future results of operations or financial position.

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS CONTINUED

6. Related Party Transactions

Management Fees

The Company pays Insight LP management fees of approximately 3% of its revenue to serve as manager of the Company’s cable systems.

Progamming

The Company purchases substantially all of its pay television and other programming from affiliates of AT&T Broadband. Charges for such programming were $2.0 million and $5.4 million for the three and nine months ended September 30, 2002 and $1.6 million and $4.6 million for the three and nine months ended September 30, 2001, respectively. As of September 30, 2002 and December 31, 2001, $674,000 and $537,000 of accrued programming costs were due to affiliates of AT&T Broadband. The Company believes that the programming rates charged by the affiliates of AT&T Broadband are lower than those available from independent parties.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and related notes that are included elsewhere in this report.

Forward-Looking Statements

This report contains “forward-looking statements,” including statements containing the words “believes,” “anticipates,” “expects” and words of similar import, which concern, among other things, the operations, economic performance and financial condition of Insight Communications of Central Ohio, LLC (“Insight Ohio” or the “System”). All statements other than statements of historical fact included in this report regarding Coaxial LLC (“Coaxial”), Coaxial Financing Corp. and Insight Ohio (collectively, the “Companies”) or any of the transactions described in this report, including the timing, financing, strategies and effects of such transactions, are forward-looking statements. Such forward-looking statements are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Companies, and reflect future business decisions that are subject to change. Although the management of the Companies believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include, without limitation:

•	the ability of Coaxial and Coaxial Financing Corp. to make scheduled payments with respect to the Senior Discount Notes (as defined below) which is dependent upon the financial and operating performance of the System;

•	the fact that a substantial portion of the System’s cash flow from operations is required to be dedicated to the payment of principal and interest on its indebtedness and the required distributions with respect to its Preferred Interests, thereby reducing the funds available to the System for its operations and future business opportunities;

•	the fact that Coaxial and Coaxial Financing Corp. have no significant assets other than Coaxial’s ownership of the common equity of Coaxial Communications of Central Ohio, Inc. (“Coaxial Inc.”) and notes issued by Coaxial DJM LLC (an owner of 22.5% of the common equity of Coaxial Inc.) and Coaxial DSM LLC (an owner of 10% of the common equity of Coaxial Inc.) to Coaxial; and

•	the fact that the indenture governing the terms of the Senior Discount Notes imposes restrictions on Coaxial, Coaxial Financing Corp. and Insight Ohio and the Senior Credit Facility of the System imposes restrictions on Insight Ohio.

Management of the Companies does not intend to update these forward-looking statements.

Coaxial and Coaxial Financing Corp. do not conduct any business and are dependent upon the cash flow of the System to meet their obligations under the Senior Discount Notes. Insight Communications Company, LP (“Insight LP”) serves as the manager of the System.

The following discussion relates to the operations of the System for the three and nine months ended September 30, 2002 compared to the three and nine months ended September 30, 2001.

Overview

The System relies on Insight LP, for all of its strategic, managerial, financial and operational oversight and advice. Insight LP also centrally purchases programming and equipment and provides the associated discount to the System. In exchange for all such services provided to the System and subject to certain restrictions contained in the covenants with respect to Insight Ohio’s Senior Credit Facility and the Senior Notes, Insight LP receives management fees of approximately 3.0% of gross operating revenue of the System. Such management fees are payable only after distributions have been made with respect to the Preferred Interests and only to the extent that such payments would be permitted by an exception to the restricted payments covenants of the Senior Notes and Senior Discount Notes as well as Insight Ohio’s Senior Credit Facility.

Results of Operations

A substantial portion of the System’s revenues are earned from customer fees for cable television programming services including premium, digital and pay-per-view services and ancillary services, such as rental of converters and remote control devices, installations and from selling advertising. In addition, the System earns revenues from providing high-speed data and telephone services as well as from commissions for products sold through home shopping networks.

Under the System’s franchise agreements, the System is obligated to pay to local franchising authorities up to 5% of its gross revenue derived from providing cable and other services the majority of which are passed through to customers. The System has historically recorded revenue net of franchise fees charged to its customers. Staff announcement D-103, issued by the FASB in November 2001, specifies that reimbursements received from a customer should be reflected as revenues and not as a reduction of expenses. This staff announcement applies to financial reporting periods beginning after December 15, 2001. Upon application of this staff announcement, comparative financial statements for prior periods are required to be reclassified to comply with the guidance in this staff announcement. Consequently, the System has reclassified the prior period amounts in the accompanying consolidated statements of operations to reflect franchise fees on a gross basis with reimbursements as revenue and payments as expense. The effect on the prior period statements of operations was to increase both revenue and selling, general and administrative costs by $379,000 for the three months ended September 30, 2001 and $1.1 million for the nine months ended September 30, 2001.

In addition, certain other prior period amounts have been reclassified to conform to the current period presentation.

The following table is derived for the periods presented from the System’s financial statements that are included in this report and sets forth certain statement of operations data for the System:

		Three months ended September 30,						Nine months ended September 30,

		2002			2001			2002			2001

		(in thousands)						(in thousands)
Revenue		$	15,981		$	14,270		$	46,676		$	42,130
Operating costs and expenses:
	Programming and other operating costs		5,839			6,021			16,947			16,700
	Selling, general and administrative		2,900			3,032			8,973			9,075
	Management fees		503			415			1,400			1,229
	Depreciation and amortization		5,103			3,317			12,707			9,027

Total operating costs and expenses			14,345			12,785			40,027			36,031

Operating income			1,636			1,485			6,649			6,099
Operating cash flow			6,739			4,802			19,356			15,126
Interest expense			(247	)		(430	)		(705	)		(1,350	)
Net income			1,408			1,079			6,027			4,634
Net cash provided by operating activities			5,538			2,507			16,341			15,325
Net cash used in investing activities			10,750			7,380			24,328			20,125
Net cash provided by financing activities			3,500			3,118			6,500			4,500

Operating Cash Flow (“OCF”) represents earnings before interest, taxes, depreciation and amortization and other income and expense. The company believes that OCF is commonly used in the cable television industry to analyze and compare cable television companies on the basis of operating performance, leverage and liquidity. However, OCF is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, either operating income or net income as an indicator of operating performance or cash flows as a measure of liquidity, as determined in accordance with accounting principles generally accepted in the United States. Refer to our financial statements, including our statements of cash flows, which appear elsewhere in this report.

The following calculations of OCF (in thousands) are not necessarily comparable to similarly titled amounts of other companies:

		Three Months Ended September 30,						Nine Months Ended September 30,

		2002			2001			2002			2001

Net income		$	1,408		$	1,079		$	6,027		$	4,634
Adjustments:
	Interest expense		247			430			705			1,350
	Interest income		(1	)		(6	)		(20	)		(47	)
	Depreciation and amortization		5,103			3,317			12,707			9,027
	Other expense (income)		(18	)		(18	)		(63	)		162

Operating cash flow		$	6,739		$	4,802		$	19,356		$	15,126

Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001

Revenue for the three months ended September 30, 2002 increased $1.7 million or 12.0% to $16.0 million up from $14.3 million for the three months ended September 30, 2001. For the three months ended September 30, 2002, customers served averaged approximately 87,700 compared to approximately 85,800 during the three months ended September 30, 2001. The increase in revenue was primarily attributable to gains in our high-speed data and digital services with revenue increases quarter over quarter of 78.1% and 34.6%, respectively.

Revenue by service offering was as follows for the three months ended September 30, (in thousands):

	2002 Revenue by Service Offering		% of Total Revenue			2001 Revenue by Service Offering		% of Total Revenue

Basic	$	7,930		49.6	%	$	7,271		51.0	%
Digital		1,326		8.3	%		985		6.9	%
High-speed data		2,237		14.0	%		1,256		8.8	%
Premium		1,495		9.4	%		1,636		11.4	%
Analog pay-per-view		119		0.7	%		267		1.9	%
Advertising		1,070		6.7	%		1,024		7.2	%
Franchise fees		394		2.5	%		380		2.6	%
Other		1,410		8.8	%		1,451		10.2	%

Total	$	15,981		100.0	%	$	14,270		100.0	%

RGUs (Revenue Generating Units) were approximately 133,700 as of September 30, 2002 compared to approximately 117,100 as of September 30, 2001. This represents an annual growth rate of 14.2%. RGUs represent the sum of basic and digital video, high-speed data and telephone customers.

Average monthly revenue per basic customer for the three months ended September 30, 2002 was $60.73 compared to $55.41 for the three months ended September 30, 2001. Average monthly revenue per basic customer for digital and high-speed data services was $13.54 for the three months ended September 30, 2002 compared to $8.70 for the three months ended September 30, 2001.

Programming and other operating costs decreased $182,000 or 3.0% to $5.8 million for the three months ended September 30, 2002 from $6.0 million for the three months ended September 30, 2001. The decrease was primarily attributable to decreases in costs related to high-speed data services and engineering salaries partially offset by increased programming rates associated with the System’s classic service.

Selling, general and administrative expenses remained relatively flat from the prior year quarter. The decrease of $132,000 or 4.4% to $2.9 million for the three months ended September 30, 2002 was primarily attributable to decreased bad debt expense.

Management fees are directly related to revenue as these fees are calculated as approximately 3% of gross revenues.

Depreciation and amortization expense for the three months ended September 30, 2002 increased $1.8 million or 53.8% to $5.1 million from $3.3 million for the three months ended September 30, 2001. This increase was primarily attributable to increased capital expenditures associated with the rebuild of plant and launch of new services and a $871,000 write-down of the carrying value of current video-on-demand equipment, which is being replaced on or about December 31, 2002 in connection with our transition to a new video-on-demand service provider.

OCF increased 40.3% to $6.7 million for the three months ended September 30, 2002 up from $4.8 million for the three months ended September 30, 2001. This increase was primarily due to the 12.0% increase in revenue and the slight decrease in programming and other operating costs.

Interest expense for the three months ended September 30, 2002 decreased $183,000 or 42.6% to $247,000 from $430,000 for the three months ended September 30, 2001. This decrease was attributable to lower interest rates.

For the three months ended September 30, 2002, the net income was $1.4 million.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

Revenue for the nine months ended September 30, 2002 increased $4.5 million or 10.8% to $46.7 million up from $42.1 million for the nine months ended September 30, 2001. For the nine months ended September 30, 2002, customers served averaged approximately 87,300 compared to approximately 85,800 during the nine months ended September 30, 2001. The increase in revenue was primarily attributable to gains in our high-speed and digital services with revenue increases of 92.4% and 36.5%, respectively.

Revenue by service offering was as follows for the nine months ended September 30, (in thousands):

	2002 Revenue by Service Offering		% of Total Revenue			2001 Revenue by Service Offering		% of Total Revenue

Basic	$	23,004		49.3	%	$	21,616		51.3	%
Digital		3,884		8.3	%		2,846		6.8	%
High-speed data		5,880		12.6	%		3,057		7.3	%
Premium		4,634		9.9	%		5,109		12.1	%
Analog pay-per-view		460		1.0	%		900		2.1	%
Advertising		3,294		7.1	%		3,059		7.3	%
Franchise fees		1,178		2.5	%		1,139		2.7	%
Other		4,342		9.3	%		4,404		10.4	%

Total	$	46,676		100.0	%	$	42,130		100.0	%

Average monthly revenue per basic customer for the nine months ended September 30, 2002 was $59.44 compared to $54.59 for the nine months ended September 30, 2001. Average monthly revenue per basic customer for digital and high-speed data services was $12.44 for the nine months ended September 30, 2002 compared to $7.65 for the nine months ended September 30, 2001.

Programming and other operating costs increased $247,000 or 1.5% to $16.9 million for the nine months ended September 30, 2002 up from $16.7 million for the nine months ended September 30, 2001. The increase was primarily attributable to increased programming rates associated with the System’s classic and digital service and an increase in property taxes offset by decreases in costs related to providing high-speed data services and engineering salaries.

Selling, general and administrative expenses remained relatively flat from the prior year. The decrease of $102,000 or 1.1% to $9.0 million for the nine months ended September 30, 2002 was primarily attributable to decreased bad debt expense.

Management fees are directly related to revenue as these fees are calculated as approximately 3% of gross revenues.

Depreciation and amortization expense for the nine months ended September 30, 2002 increased $3.7 million or 40.8% to $12.7 million from $9.0 million for the nine months ended September 30, 2001. This increase was primarily attributable to increased capital expenditures associated with the rebuild of plant and launch of new services.

OCF increased 27.9% to $19.4 million for the nine months ended September 30, 2002 up from $15.1 million for the nine months ended September 30, 2001. This increase was primarily due to the 10.8% increase in revenue.

Interest expense for the nine months ended September 30, 2002 decreased $645,000 or 47.8% to $705,000 from $1.4 million for the nine months ended September 30, 2001. This decrease was primarily attributable to lower interest rates.

For the nine months ended September 30, 2002, the net income was $6.0 million.

Liquidity and Capital Resources

The cable television business is a capital-intensive business that generally requires financing for the upgrade, expansion and maintenance of the technical infrastructure. Capital expenditures totaled $20.1 million and $24.2 million for the nine months ended September 30, 2002 and 2001. These expenditures were primarily for the upgrade of the System and plant expansions. Capital expenditures were financed by cash flows from operations and capital contributions.

Cash provided by operations for the nine months ended September 30, 2002 and 2001 was $16.3 million and $15.3 million, respectively. The increase was primarily attributable to increased net income offset by decreases resulting from the timing of cash receipts and payments related to working capital accounts.

Cash used in investing activities for the nine months ended September 30, 2002 and 2001 was $24.3 million and $20.1 million, respectively, reflecting capital expenditures to upgrade the System and build plant expansions.

Cash provided by financing activities for the nine months ended September 30, 2002 was $6.5 million. This was comprised of capital contributions from Insight Midwest of $20.5 million offset by distributions on preferred interests of $14.0 million. Cash provided by financing activities for the nine months ended September 30, 2001 was $4.5 million consisting of capital contributions of $18.5 million, less distributions on preferred interests of $14.0 million.

The Senior Credit Facility contains covenants restricting, among other things, the Company’s ability to make capital expenditures, acquire or dispose of assets, make investments and engage in transactions with related parties. The facility also requires compliance with certain financial ratios and contains customary events of default. Given current operating conditions and projected results of operations, we anticipate full compliance with this credit facility agreement for the foreseeable future.

The following table summarizes our contractual obligations and commitments, excluding interest, preferred dividends and commitments for programming, as of September 30, 2002, including periods in which the related payments are due (in thousands):

		Long-Term Debt		Preferred Interests		Operating Leases		Total

2002		$	—	$	—	$	14	$	14
2003			5,000		—		17		5,017
2004			20,000		—		7		20,007
2005			—		—		7		7
2006			—		140,000		7		140,007
Thereafter			—		55,869		98		55,967

	Total cash obligations	$	25,000	$	195,869	$	150	$	221,019

Due to the increased capital expenditures, management determined that cash flows from operations will not be sufficient to finance the operating and capital requirements of the System, debt service requirements and distributions on the Preferred Interests for the current year. As such, Insight Midwest has committed to provide capital contributions to fund cash requirements through the year ending December 31, 2002.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Companies do not engage in trading market risk sensitive instruments and do not purchase hedging instruments or “other than trading” instruments that are likely to expose them to market risk, interest rate, foreign currency exchange, commodity price or equity price risk. The Companies have not entered into forward or future contracts, purchased options or entered into swap agreements.

Insight Ohio’s Senior Credit Facility bears interest at floating rates. Accordingly, Insight Ohio is exposed to potential losses related to changes in interest rates. A hypothetical 100 basis point increase in interest rates along the entire interest rate yield curve would increase projected annual interest expense by $250,000. The Senior Notes issued by Coaxial Inc. and Phoenix bear interest at fixed rates.

The fair value of borrowings under Insight Ohio’s senior credit facility approximates carrying value as it bears interest at floating rates. The fair value and carrying value of the Senior Notes and Senior Discount Notes as of September 30, 2002 was $121.8 million and $140.0 million and $36.8 million and $50.2 million, respectively.

Item 4. Controls and Procedures

Within the 90 days prior to the date of this report, under the supervision and with the participation of Coaxial LLC’s management, including its Chief Executive Officer and its Chief Financial Officer, Coaxial LLC’s management has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, Coaxial LLC’s Chief Executive Officer and its Chief Financial Officer have concluded that Coaxial LLC’s disclosure controls and procedures are effective in timely alerting them to material information relating to Coaxial LLC (including its consolidated subsidiaries) required to be included in Coaxial LLC’s periodic SEC filings. There have been no significant changes in Coaxial LLC’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

Within the 90 days prior to the date of this report, under the supervision and with the participation of Coaxial Financing Corp.’s management, including its Chief Executive Officer and its Chief Financial Officer, Coaxial Financing Corp.’s management has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, Coaxial Financing Corp.’s Chief Executive Officer and its Chief Financial Officer have concluded that Coaxial Financing Corp.’s disclosure controls and procedures are effective in timely alerting them to material information relating to Coaxial Financing Corp. (including its consolidated subsidiaries) required to be included in Coaxial Financing Corp.’s periodic SEC filings. There have been no significant changes in Coaxial Financing Corp.’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

Within the 90 days prior to the date of this report, under the supervision and with the participation of Insight Ohio’s management, including its Chief Executive Officer and its Chief Financial Officer, Insight Ohio’s management has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, Insight Ohio’s Chief Executive Officer and its Chief Financial Officer have concluded that Insight Ohio’s

disclosure controls and procedures are effective in timely alerting them to material information relating to Insight Ohio (including its consolidated subsidiaries) required to be included in Insight Ohio’s periodic SEC filings. There have been no significant changes in Insight Ohio’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

None

(b) Reports on Form 8-K:

None

SIGNATURES

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.

November 14, 2002	COAXIAL LLC


	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer (principal financial officer)

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.

November 14, 2002	COAXIAL FINANCING CORP.


	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer (principal financial officer)

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.

November 14, 2002	INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC


	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer (principal financial officer)

CERTIFICATIONS

I, Kim D. Kelly, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Coaxial LLC (the “registrant”);

2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly

affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ KIM D. KELLY

	Kim D. Kelly Chief Executive Officer Coaxial LLC November 14, 2002

I, Dinesh C. Jain, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Coaxial LLC (the “registrant”);

2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)	the Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report; and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer Coaxial LLC November 14, 2002

I, Kim D. Kelly, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Coaxial Financing Corp. (the “registrant”);

2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report; and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	d)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	e)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ KIM D. KELLY

	Kim D. Kelly Chief Executive Officer Coaxial Financing Corp. November 14, 2002

I, Dinesh C. Jain, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Coaxial Financing Corp. (the “registrant”);

2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report; and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant‘s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer Coaxial Financing Corp. November 14, 2002

I, Kim D. Kelly, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Insight Communications of Central Ohio, LLC (the “registrant”);

2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report; and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ KIM D. KELLY

	Kim D. Kelly Chief Executive Officer Insight Communications of Central Ohio, LLC November 14, 2002

I, Dinesh C. Jain, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of Insight Communications of Central Ohio, LLC (the “registrant”);

2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for he registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report; and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial

		data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6)	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer Insight Communications of Central Ohio, LLC November 14, 2002

CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Kim D. Kelly, hereby certify that the quarterly report on Form 10-Q of Coaxial LLC (the “registrant”), for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

	/s/ KIM D. KELLY

	Kim D. Kelly Chief Executive Officer Coaxial LLC November 14, 2002

CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Dinesh C. Jain, hereby certify that the quarterly report on Form 10-Q of Coaxial LLC (the “registrant”), for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer Coaxial LLC November 14, 2002

CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Kim D. Kelly, hereby certify that the quarterly report on Form 10-Q of Coaxial Financing Corp. (the “registrant”), for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

	/s/ KIM D. KELLY

	Kim D. Kelly Chief Executive Officer Coaxial Financing Corp. November 14, 2002

CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Dinesh C. Jain, hereby certify that the quarterly report on Form 10-Q of Coaxial Financing Corp. (the “registrant”), for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer Coaxial Financing Corp. November 14, 2002

CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Kim D. Kelly, hereby certify that the quarterly report on Form 10-Q of Insight Communications of Central Ohio, LLC (the “registrant”), for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

	/s/ KIM D. KELLY

	Kim D. Kelly Chief Executive Officer Insight Communications of Central Ohio, LLC November 14, 2002

CERTIFICATION UNDER SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Dinesh C. Jain, hereby certify that the quarterly report on Form 10-Q of Insight Communications of Central Ohio, LLC (the “registrant”), for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

	/s/ DINESH C. JAIN

	Dinesh C. Jain Senior Vice President and Chief Financial Officer Insight Communications of Central Ohio, LLC November 14, 2002