0001104659-06-033148.txt : 20060510 0001104659-06-033148.hdr.sgml : 20060510 20060510141941 ACCESSION NUMBER: 0001104659-06-033148 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT COMMUNICATIONS CO INC CENTRAL INDEX KEY: 0001084421 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134053502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26677 FILM NUMBER: 06825166 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123712266 MAIL ADDRESS: STREET 1: INSIGHT COMMUNICATIONS CO INC STREET 2: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 a06-9832_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

UNITED STATES
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 March 31, 2006

Commission File Number 0-26677

INSIGHT COMMUNICATIONS COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-4053502
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

810 7th Avenue
New York, New York		10019
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 917-286-2300

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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 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, 2005.

INSIGHT COMMUNICATIONS COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)

	March 31, 2006			December 31, 2005
	*unaudited*
Assets
Cash and cash equivalents	$	37,883			$	29,782
Investments	6,158				5,901
Trade accounts receivable, net of allowance for doubtful accounts of $998 and $1,079 as of March 31, 2006 and December 31, 2005	17,577				27,261
Launch funds receivable	587				974
Prepaid expenses and other current assets	12,131				9,645
Total current assets	74,336				73,563
Fixed assets, net	1,125,118				1,130,705
Goodwill	72,430				72,430
Franchise costs	2,361,959				2,361,959
Deferred financing costs, net of accumulated amortization of $25,711 and $24,302 as of March 31, 2006 and December 31, 2005	22,815				24,220
Other non-current assets	2,488				2,287
Total assets	$	3,659,146			$	3,665,164
Liabilities and stockholders’ equity
Accounts payable	$	34,241			$	42,333
Accrued expenses and other current liabilities	39,472				45,413
Accrued property taxes	16,188				12,921
Accrued programming costs (inclusive of $29,877 and $29,878 due to related parties as of March 31, 2006 and December 31, 2005)	45,613				43,705
Deferred revenue	3,714				4,978
Interest payable	51,944				20,459
Debt—current portion	83,500				83,500
Total current liabilities	274,672				253,309
Deferred revenue	1,281				1,499
Debt	2,660,359				2,676,418
Other non-current liabilities	4,047				2,382
Minority interest	248,506				251,011
Stockholders’ equity:
Voting preferred stock, $.01 par value:
Series A - 1,000,000 shares authorized; 848,945 shares issued and outstanding as of March 31, 2006 and December 31, 2005	8				8
Series B - 1,000,000 shares authorized; 517,836 shares issued and outstanding as of March 31, 2006 and December 31, 2005	5				5
Non-voting preferred stock, $.01 par value:
Series C - 15,000,000 shares authorized; 13,364,693 shares issued and outstanding as of March 31, 2006 and December 31, 2005	134				134
Series D - 50,000,000 shares authorized; 47,015,659 shares issued and outstanding as of March 31, 2006 and December 31, 2005	470				470
Non-voting common stock, $.01 par value:
Series E - 5,000,000 shares authorized; 3,665,747 and 0 shares issued and outstanding as of March 31, 2006 and December 31, 2005	37				-
Series F - 100,000 shares authorized; 92,470 and 0 shares issued and outstanding as of March 31, 2006 and December 31, 2005	1				-
Voting common stock, $.01 par value:
Series G - 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2006 and December 31, 2005	-				-
Additional paid-in-capital	829,342				829,337
Accumulated deficit	(356,018		)		(345,199		)
Deferred stock compensation	(3,698		)		(4,210		)
Total stockholders’ equity	470,281				480,545
Total liabilities and stockholders’ equity	$	3,659,146			$	3,665,164

See accompanying notes

INSIGHT COMMUNICATIONS COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(dollars in thousands)

	Three months ended March 31,
	2006			2005
Revenue	$	301,281		$	269,327
Operating costs and expenses:
Programming and other operating costs (exclusive of depreciation and amortization) (inclusive of $43,081 and $41,499 of programming expense incurred through related parties for the three months ended March 31, 2006 and 2005)	109,585			98,583
Selling, general and administrative (inclusive of $550 and $1,907 of stock-based compensation as of March 31, 2006 and December 31, 2005)	79,995			65,081
Depreciation and amortization	64,312			60,953
Total operating costs and expenses	253,892			224,617
Operating income	47,389			44,710
Other income (expense):
Interest expense	(61,075		)	(54,717		)
Interest income	512			262
Other income (expense)	(70		)	128
Total other expense, net	(60,633		)	(54,327		)
Loss before minority interest and income taxes	(13,244		)	(9,617		)
Minority interest income	2,505			1,400
Loss before income taxes	(10,739		)	(8,217		)
Provision for income taxes	(80		)	(125		)
Net loss	$	(10,819	)	$	(8,342	)

See accompanying notes

INSIGHT COMMUNICATIONS COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

	Three months ended March 31,
	2006			2005
Operating activities:
Net loss	$	(10,819	)	$	(8,342	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	64,312			60,953
Stock-based compensation	550			1,907
Non-cash consulting expense	—			15
Loss on interest rate swaps	1,665			233
Minority interest	(2,505		)	(1,400		)
Provision for losses on trade accounts receivable	2,904			3,994
Contribution of stock to 401(k) Plan	—			956
Amortization of note discount	4,816			9,260
Changes in operating assets and liabilities:
Trade accounts receivable	6,780			8,446
Launch funds receivable	387			2,156
Prepaid expenses and other assets	(2,710		)	(4,623		)
Accounts payable	(8,092		)	(6,818		)
Interest payable	31,485			7,375
Accrued expenses and other liabilities	(2,248		)	1,967
Net cash provided by operating activities	86,525			76,079
Investing activities:
Purchase of fixed assets	(57,629		)	(38,725		)
Sale of fixed assets	336			—
Purchase of investments	(257		)	(163		)
Net cash used in investing activities	(57,550		)	(38,888		)
Financing activities:
Repayment of credit facilities	(20,875		)	(20,875		)
Other	1			—
Net cash used in financing activities	(20,874		)	(20,875		)
Net increase in cash and cash equivalents	8,101			16,316
Cash and cash equivalents, beginning of period	29,782			100,144
Cash and cash equivalents, end of period	$	37,883		$	116,460

See accompanying notes

INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Through our wholly owned subsidiary, Insight Communications Company, L.P. (“Insight LP”), we own a 50% interest in Insight Midwest, L.P. (“Insight Midwest”), which through its operating subsidiaries, Insight Communications Midwest, LLC (“Insight Communications Midwest”), Insight Kentucky Partners II, L.P. (“Insight Kentucky”) and Insight Communications of Central Ohio, LLC (“Insight Ohio”), owns and operates cable television systems in Indiana, Kentucky, Ohio, and Illinois which passed approximately 2.4 million homes and served approximately 1.3 million customers as of March 31, 2006.

Insight LP is the general partner of Insight Midwest. Through Insight LP, we manage all of Insight Midwest’s systems.

The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries, Insight LP and Insight Cable Services, LLC. Reclassifications have been made to the prior year’s financial statements to conform to those classifications used in 2006.

2. Responsibility for Interim Financial Statements

Our accompanying unaudited consolidated financial statements 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 our opinion, the consolidated financial statements reflect all adjustments considered necessary for a fair presentation 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 financial statements and notes to consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2005.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us 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 months ended March 31, 2006 are not necessarily indicative of the results to be expected for the year ending December 31, 2006 or any other interim period.

3. Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (“SFAS 123R”). SFAS 123R establishes the accounting for transactions in which an entity pays for employee services in share-based payment transactions. SFAS 123R requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. The Company adopted SFAS 123R effective January 1, 2006 using the modified-prospective transition method. Under this method stock-based compensation is recognized for awards granted in the period after adoption. Prior year financial statements are not restated. The adoption of this standard did not have a material impact on our consolidated financial statements.

INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Recent Accounting Pronouncements (Continued)

In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces Accounting Principles Board (“APB’’) Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements and changes the requirements for the accounting for and reporting of a change in accounting principles. SFAS No. 154 applies to all voluntary changes in an accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific provisions, those provisions should be followed. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning in 2006.

4. Stock-Based Compensation

For the three months ended March 31, 2006, the Company recorded $550,000 of stock-based compensation expense, which is included in selling, general and administrative expense, for the vesting of deferred shares and the issuance of Series E and F non-voting common stock.

For the three months ended March 31, 2005, the Company accounted for stock-based compensation under APB Opinion No. 25, Accounting for Stock Issued to Employees. Compensation cost related to stock awards issued to employees was recorded only if the grant-date market price of the underlying stock exceeded the exercise price. The following table summarizes relevant information as to our reported results under the intrinsic value method of accounting for stock awards, with supplemental information, as if a fair value method had been applied to all awards.

	Three Months Ended March 31,
	2005
	(in thousands)
Net loss		$	(8,342	)
Stock-based compensation as reported, net of tax		1,907
Stock-based compensation determined under fair value based method for all awards, net of tax		(3,776		)
Adjusted net loss		$	(10,211	)

5. Investments

Promptu

Promptu (formerly AgileTV Corporation) is a privately owned company that develops voice navigation services for television. On May 11, 2005, we made an additional investment in Promptu by purchasing shares of Promptu’s Series B1 preferred stock and common stock for an aggregate purchase price of (i) approximately $900,000 in cash and (ii) approximately $300,000 in the form of conversion of an outstanding promissory note. We are accounting for our investment in Promptu under the cost method. As of March 31, 2006 and December 31, 2005, our carrying value in this investment was $1.2 million.

Oxygen Cable, LLC

Oxygen Cable, LLC (“Oxygen”) is an independent cable television network with programming tailored to the interests of women. On July 9, 2002 we entered into a carriage agreement with Oxygen, whereby we agreed to carry programming content from Oxygen. The term of the carriage agreement expires on December 31, 2006.

INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Investments (Continued)

Concurrently with the carriage agreement, we entered into an equity issuance agreement with Oxygen. The agreement calls for Oxygen to deliver to us shares having an aggregate fair market value as of December 31, 2005 of $3.8 million, and by December 1, 2006 deliver to us additional shares having an aggregate fair market value as of the December 31, 2005 valuation of $2.0 million. Pursuant to the equity issuance agreement, a portion of the monthly programming fees represent our equity investment in Oxygen. As of March 31, 2006 and December 31, 2005, our carrying value in this investment was $5.0 million and $4.7 million. We and Oxygen are currently in the process of negotiating the fair market value of Oxygen which will be used to determine the number of shares that we will receive. As of March 31, 2006, no shares have been delivered to us.

6. Fixed Assets

	March 31,			December 31,
	2006			2005
	(in thousands)
Land, buildings and improvements	$	42,090		$	41,042
Cable system equipment	2,453,723			2,398,364
Furniture, fixtures and office equipment	22,332			21,352
	2,518,145			2,460,758
Less: accumulated depreciation and amortization	(1,393,027		)	(1,330,053		)
Total fixed assets, net	$	1,125,118		$	1,130,705

We recorded depreciation expense of $62.9 million and $59.6 million for the three months ended March 31, 2006 and 2005.

7. Debt

	March 31,				December 31,
	2006				2005
	*(in thousands)*
Insight Midwest Holdings Credit Facility		$	1,383,375			$	1,404,250
Insight Midwest 9¾% Senior Notes		385,000				385,000
Insight Midwest 10½% Senior Notes		630,000				630,000
Insight Inc. 12¼% Senior Discount Notes		350,000				350,000
		2,748,375				2,769,250
Net unamortized discount/premium on notes		(469		)		(6,950		)
Market value of interest rate swaps		(4,047		)		(2,382		)
Total debt		$	2,743,859			$	2,759,918

Insight Midwest Holdings $1.975 Billion Credit Facility

Insight Midwest Holdings, LLC, a wholly owned subsidiary of Insight Midwest, holds all of the outstanding equity of each of our operating subsidiaries and serves as borrower under a $1.975 billion credit facility. On March 28, 2002, we loaned $100.0 million to Insight Midwest. The loan to Insight Midwest bears annual interest of 9%, compounded semi-annually, has a scheduled maturity date of January 31, 2011 and permits prepayments. Insight Midwest Holdings is permitted under the credit facility

INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Debt (Continued)

to make distributions to Insight Midwest for the purpose of repaying our loan, including accrued interest, provided that there are no defaults existing under the credit facility. As of March 31, 2006 and December 31, 2005, the balance of the $100.0 million loan, including accrued interest was $142.2 million and $139.1 million.

Insight Inc. 121¤4% Senior Discount Notes

No cash interest on the discount notes accrued prior to February 15, 2006. Thereafter, cash interest on the discount notes began to accrue and is payable on February 15 and August 15 of each year, commencing August 15, 2006. The initial accreted value of the discount notes increased until February 15, 2006 such that the accreted value equaled the revised outstanding principal amount of $350.0 million on February 15, 2006.

Debt Principal Payments

As of March 31, 2006, the remaining principal payments required on our debt were as follows (in thousands):

2006	$	62,625
2007	83,500
2008	104,750
2009	1,517,500
2010	630,000
Thereafter	350,000
Total	$	2,748,375

8. Derivative Instruments

We enter into derivative instruments, typically interest-rate swap agreements, to modify the interest characteristics of our outstanding debt to either a floating or fixed rate basis. These agreements involve fixed rate interest payments in exchange for floating rate interest receipts, known as cash flow hedges, and floating rate interest payments in exchange for fixed rate interest receipts, known as fair value hedges, over the life of the agreement without an exchange of the underlying principal amount. The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to interest expense related to the debt. The related amount payable or receivable is included in other non-current liabilities or assets.

Gains and losses related to fair value hedges that are determined to be effective hedges are recorded in the consolidated statements of operations as an adjustment to the swap instrument and an offsetting adjustment to the carrying value of the underlying debt. Gains and losses related to interest rate swaps that are determined not to be effective hedges and do not qualify for hedge accounting are recorded in our consolidated statements of operations as other income or expense.

INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Derivative Instruments (Continued)

Fair Value Hedges

In July 2003, we entered into three interest rate swap agreements whereby we swapped fixed rates under a tranche of our 10½% senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of approximately 8.3%, on $185.0 million notional value of debt. These agreements expired on November 1, 2005. We recorded a loss on these swaps of $233,000 for the three months ended March 31, 2005, which is included in other income (expense).

In December 2003, we entered into an interest rate swap agreement whereby we swapped fixed rates under a different tranche of our 10½% senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of approximately 5.9%, on $130.0 million notional value of debt. This agreement expires November 1, 2010. This swap has been determined to be perfectly effective in hedging against fluctuations in the fair value of the underlying debt. As such, changes in the fair value of the underlying debt equally offset changes in the value of the interest rate swap in our consolidated statements of operations. The cost, if terminated, of this swap as of March 31, 2006 and December 31, 2005 was $4.0 million and $2.4 million and has been recorded in other non-current liabilities and as an adjustment to the carrying value of debt.

9. Minority and Preferred Interests

As of March 31, 2006 and December 31, 2005 we had $248.5 million and $251.0 million of minority interests recorded in our balance sheet as temporary equity related to Insight Midwest.

The Insight Midwest partnership was formed in September 1999 to serve as the holding company and a financing vehicle for our cable television system 50/50 joint venture with an indirect subsidiary of AT&T Broadband (now known as Comcast Cable). The results of the partnership are included in our consolidated financial statements since we as general partner effectively control Insight Midwest’s operating and financial decisions. The partnership will continue until October 1, 2011 unless extended or terminated earlier in accordance with the provisions of the Insight Midwest partnership agreement.

Depending on the nature of a dissolution of the partnership, Insight Midwest will be required, in accordance with the partnership agreement, to either distribute to Comcast Cable some of its cable systems and liabilities equal to 50% of the net market value of the partnership or, in the event of a liquidation, an amount in cash equal to 50% of the net proceeds received.

10. Related Party Transactions

Programming

We purchase the majority of our programming through affiliates of Comcast Cable. Charges for such programming, including a 1½% administrative fee, were $43.1 million and $41.5 million for the three months ended March 31, 2006 and 2005. As of March 31, 2006 and December 31, 2005, $29.9 million of accrued programming costs were due to affiliates of Comcast Cable. We believe that the programming rates charged through these affiliates are lower than those available from independent parties.

INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Commitments and Contingencies

Programming Contracts

We enter into long-term contracts with third parties who provide us with programming for distribution over our 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, we have not recorded any liabilities with respect to such contracts.

Litigation

Between March 7 and March 15, 2005, five purported class action lawsuits were filed in the Delaware Court of Chancery naming Insight Communications Company, Inc. and each of its directors as defendants. Three of the lawsuits also named The Carlyle Group as a defendant. The cases were subsequently consolidated under the caption In Re Insight Communications Company, Inc. Shareholders Litigation (Civil Action No. 1154-N), and, on April 11, 2005, a Consolidated Amended Complaint (“Complaint”) was filed against each director and The Carlyle Group. The Complaint alleges, among other things, that the defendant directors breached their fiduciary duties to our stockholders in connection with a proposal from Sidney R. Knafel, Michael Willner, together with certain related and other parties, and The Carlyle Group to acquire all of our outstanding, publicly-held Class A common stock. The Complaint also alleges that the proposed transaction violated our Charter and that The Carlyle Group aided and abetted the alleged fiduciary duty breaches. The Complaint seeks the certification of a class of our stockholders; a declaration that the proposed transaction violates our Charter; an injunction prohibiting the defendants from proceeding with the proposed transaction; rescission or other damages in the event the proposed transaction is consummated; an award of costs and disbursements including attorneys’ fees; and other relief.

On July 28, 2005, the parties to the action entered into a memorandum of understanding setting forth the terms of a proposed settlement of the litigation which, among other things, provides that the buyers shall proceed with the merger, subject to the terms and conditions of the merger agreement including the “majority of the minority” stockholder voting condition, and under which the defendants admit to no wrongdoing or fault. The memorandum of understanding contemplates certification of a plaintiff class consisting of all record and beneficial owners of our Class A common stock, other than the buyers, during the period beginning on and including March 6, 2005, through and including the date of the consummation of the merger, a dismissal of all claims with prejudice, and a release in favor of all defendants of any and all claims related to the merger. The proposed settlement is subject to a number of conditions, including consummation of the merger which closed on December 16, 2005, the plaintiffs’ approval of a definitive settlement agreement and final court approval of the settlement.

In April 2005, Acacia Media Technologies Corporation filed a lawsuit against us and others in the United States District Court for the Southern District of New York. The complaint alleges, among other things, infringement of certain United States patents that allegedly relate to systems and methods for transmitting and/or receiving digital audio and video content. The complaint seeks injunctive relief and damages in an unspecified amount. In the event that a court ultimately determines that we infringe on any of the patents, we may be subject to substantial damages, which may include treble damages and/or an injunction that could require us to materially modify certain products and services that we currently offer to subscribers. We believe that the claims are without merit and intend to defend the action vigorously.

INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Commitments and Contingencies (Continued)

The final disposition of this claim is not expected to have a material adverse effect on our consolidated financial position but could possibly be material to our consolidated results of operations of any one period. Further, at this time the outcome of the litigation is impossible to predict, and no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

We are subject to various legal proceedings that arise in the ordinary course of business. While it is impossible to determine with certainty the ultimate outcome of these matters, it is our opinion that the resolution of these matters will not have a material adverse affect on our consolidated financial condition.

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

Cautionary Statement Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of our company, including, without limitation, statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “estimates” or similar expressions. We believe it is important to communicate management’s expectations to our investors. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2005, as well as any other cautionary language in this quarterly report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this quarterly report could have a material adverse effect on our business, operating results and financial condition. Examples of these risks include:

· All of the services offered by our company face a wide range of competition that could adversely affect our future results of operations;

· We have substantial debt and have significant interest payment requirements, which may adversely affect our ability to obtain financing in the future to finance our operations and our ability to react to changes in our business;

· There is uncertainty surrounding the potential dissolution of our joint venture with a subsidiary of Comcast Corporation;

· The terms of Insight Midwest’s indebtedness limits our ability to access the cash flow of Insight Midwest’s subsidiaries for debt service and any other purpose;

· We have a history of net losses and may not be profitable in the future;

· Our programming costs are substantial, and they are expected to increase; and

· General business conditions, economic uncertainty or slowdown, and the effects of governmental regulation could adversely affect our future results of operations.

We do not undertake any obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date that this quarterly report is filed with the SEC or to reflect the occurrence of unanticipated events, except as required by law.

Overview

Our revenues are earned from customer fees for cable television video services including basic, premium, digital and pay-per-view services and ancillary services, such as rental of converters and remote control devices and installations. In addition, we earn revenues from providing high-speed Internet services, selling advertising, providing telephone services and commissions for products sold through home shopping networks.

Some of the principal reasons for our net losses through March 31, 2006 include i) depreciation and amortization associated with capital expenditures for the construction, expansion and maintenance of our systems, and, ii) interest costs on borrowed money. We expect to continue to report net losses for the foreseeable future. We cannot predict what impact, if any, continued losses will have on our ability to finance our operations in the future.

The following table is derived from our consolidated financial statements that are included in this report and sets forth certain statement of operations data for our consolidated operations:

	Three Months Ended March 31,
	2006			2005
Revenue	$	301,281		$	269,327
Operating costs and expenses:
Programming and other operating costs	109,585			98,583
Selling, general and administrative	79,995			65,081
Depreciation and amortization	64,312			60,953
Total operating costs and expenses	253,892			224,617
Operating income	47,389			44,710
Interest expense	61,075			54,717
Minority interest income	2,505			1,400
Net loss	(10,819		)	(8,342		)
Net cash provided by operating activities	86,525			76,079
Net cash used in investing activities	57,550			38,888
Net cash used in financing activities	20,874			20,875
Capital expenditures	57,629			38,725

Use of Adjusted Operating Income before Depreciation and Amortization and Free Cash Flow

We utilize Adjusted Operating Income before Depreciation and Amortization, (defined as operating income before depreciation, amortization and non-cash stock-based compensation) among other measures, to evaluate the performance of our businesses. Adjusted Operating Income before Depreciation and Amortization is considered an important indicator of the operational strength of our businesses and is a component of our annual compensation programs. In addition, our debt agreements use Adjusted Operating Income before Depreciation and Amortization, adjusted for certain non-recurring items, in our leverage and other covenant calculations. We also use this measure to determine how we will allocate resources and capital. Our management finds this measure helpful because it captures all of the revenue and ongoing operating expenses of our businesses and therefore provides a means to directly evaluate the ability of our business operations to generate returns and to compare operating capabilities across our businesses. This measure is also used by equity and fixed income research analysts in their reports to investors evaluating our businesses and other companies in the cable television industry. We believe Adjusted Operating Income before Depreciation and Amortization is useful to investors because it enables them to assess our performance in a manner similar to the methods used by our management and provides a measure that can be used to analyze, value and compare companies in the cable television industry, which may have different depreciation, amortization and stock-based compensation policies.

A limitation of Adjusted Operating Income before Depreciation and Amortization, however, is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our businesses. Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures, investment spending and Free Cash Flow. Management also evaluates the costs of capitalized tangible and intangible assets by analyzing returns provided on the capital dollars deployed. Another limitation of Adjusted Operating Income before Depreciation and Amortization is that it does not reflect income net of interest expense, which is a significant expense for us because of the substantial debt we incurred to acquire cable television systems and finance capital expenditures to upgrade our cable network. Management evaluates the impact of interest expense through measures including interest expense, Free Cash Flow, the returns analysis discussed above and debt service covenant ratios under our credit facility.

Free Cash Flow is net cash provided by operating activities (as defined by accounting principles generally accepted in the United States) less capital expenditures. Free Cash Flow is considered to be an important indicator of our liquidity, including our ability to repay indebtedness. We believe Free Cash Flow is useful for investors because it enables them to assess our ability to service our debt and to fund continued growth with internally generated funds in a manner similar to the methods used by our management, and provides a measure that can be used to analyze, value and compare companies in the cable television industry.

Both Adjusted Operating Income before Depreciation and Amortization and Free Cash Flow should be considered in addition to, not as a substitute for, Operating Income, Net Income and various cash flow measures (e.g., Net Cash Provided by Operating Activities), as well as other measures of financial performance and liquidity reported in accordance with accounting principles generally accepted in the United States.

Reconciliation of Net Loss to Adjusted Operating Income before Depreciation and Amortization

The following table reconciles Net Loss to Adjusted Operating Income before Depreciation and Amortization. In addition, the table provides the components from Net Loss to Operating Income for purposes of the discussions that follow.

	Three Months Ended March 31,
	2006			2005
Net loss	$	(10,819	)	$	(8,342	)
Provision for income taxes	80			125
Loss before income taxes	(10,739		)	(8,217		)
Minority interest income	(2,505		)	(1,400		)
Loss before minority interest and income taxes	(13,244		)	(9,617		)
Other (income) expense:
Other	70			(128		)
Interest income	(512		)	(262		)
Interest expense	61,075			54,717
Total other expense, net	60,633			54,327
Operating income	47,389			44,710
Depreciation and amortization	64,312			60,953
Stock-based compensation	550			1,907
Adjusted Operating Income before Depreciation and Amortization	$	112,251		$	107,570

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

The following table provides a reconciliation from net cash provided by operating activities to Free Cash Flow. In addition, the table provides the components from net cash provided by operating activities to operating income for purposes of the discussions that follow.

	Three Months Ended March 31,
	2006			2005
Operating income	$	47,389		$	44,710
Depreciation and amortization	64,312			60,953
Stock-based compensation	550			1,907
Adjusted Operating Income before Depreciation and Amortization	112,251			107,570
Changes in working capital accounts(1)	(2,086		)	6,728
Cash paid for interest(2)	(23,087		)	(38,082		)
Cash paid for taxes	(553		)	(137		)
Net cash provided by operating activities	86,525			76,079
Capital expenditures	(57,629		)	(38,725		)
Free Cash Flow	$	28,896		$	37,354

(1) Changes in working capital accounts are based on the net cash changes in current assets and current liabilities, excluding charges related to interest and taxes and other non-cash expenses.

(2) Interest for the first quarter of 2005 included bond interest payments due April 1, 2005 that were made on March 31, 2005. Had the payments been made on April 1, 2005, Free Cash Flow for the three months ended March 31, 2005 would have been $56,123.

Results of Operations

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

Revenue for the three months ended March 31, 2006 totaled $301.3 million, an increase of 12% over the prior year, due primarily to customer gains in all services, as well as video rate increases. High-speed Internet service revenue increased 34% over the prior year, which was attributable to an increased customer base and was partially offset by lower average revenue per customer due to promotional discounts. We added a net 44,400 high-speed Internet customers during the quarter to end at 514,800 customers. In addition, digital service revenue increased 19% over the prior year due to an increased customer base. We added a net 41,700 digital customers during the quarter to end at 560,500 customers.

Basic cable service revenue increased 7% due to an increased customer base and video rate increases, partially offset by promotional discounts. We are increasing customer growth and retention efforts by increasing spending on sales and marketing efforts, emphasizing bundling and enhancing and differentiating our video services by providing video-on-demand, high definition television and digital video recorders. We are also continuing to focus on improving customer satisfaction through higher service levels and increased education of product offerings.

Revenue by service offering was as follows for the three months ended March 31 (dollars in thousands):

	Revenue by Service Offering
	Three Months Ended March 31, 2006			% of Total Revenue			Three Months Ended March 31, 2005			% of Total Revenue			% Change in Revenue
Basic		$	158,207		52.5	%		$	147,632		54.8	%		7.2	%
High-Speed Internet		56,497			18.8	%		42,113			15.6	%		34.2	%
Digital		31,723			10.5	%		26,761			9.9	%		18.5	%
Advertising		17,697			5.9	%		16,988			6.3	%		4.2	%
Premium		13,394			4.4	%		14,344			5.3	%		-6.6	%
Telephone		11,355			3.8	%		7,732			2.9	%		46.9	%
Franchise fees		7,354			2.4	%		7,420			2.8	%		-0.8	%
Other		5,054			1.7	%		6,337			2.4	%		-20.2	%
Total		$	301,281		100.0	%		$	269,327		100.0	%		11.9	%

Total Customer Relationships were 1,376,800 as of March 31, 2006, an increase of 49,700 from 1,327,100 as of March 31, 2005. Total Customer Relationships represent the number of customers who receive one or more of our products (i.e., basic cable, high-speed Internet or telephone) without regard to which product they purchase. Total Revenue Generating Units (“RGUs”) which represent the sum of basic, digital, high-speed Internet and telephone customers, as of March 31, 2006 increased 15% as compared to March 31, 2005. RGUs by category were as follows (in thousands):

	March 31, 2006		March 31, 2005
Basic		1,306.7		1,271.4
Digital		560.5		459.0
High-speed Internet		514.8		367.8
Telephone		99.7		68.6
Total RGUs		2,481.7		2,166.8

Average monthly revenue per basic customer was $77.60 for the three months ended March 31, 2006 compared to $70.58 for the three months ended March 31, 2005. This primarily reflects the continued growth of high-speed Internet and digital product offerings in all markets, as well as video rate increases.

Programming and other operating costs increased $11.0 million, or 11%. Increases in customers and substantial increases in programming rates were partially offset by programming credits. The credits resulted from favorable resolution of pricing negotiations related to certain prior period programming costs that were accrued at a higher rate than the amount actually paid. In addition, direct operating costs increased due to an increase in our high-speed Internet service provider costs. This increase is primarily attributable to the addition of 44,400 high-speed Internet customers and the payment of contractually obligated and other one-time transition costs to bring Internet services in house. Other operating costs increased primarily as a result of increases in repair, maintenance and warranty costs; an increase in taxes due to a change in the tax law in Kentucky; and an increase in installation labor due to increased customer activity.

Selling, general and administrative expenses increased $14.9 million, or 23%, primarily due to increased payroll, payroll related costs and temporary help, including an increase in the number of employees and salary increases for existing employees. Marketing expenses increased over the prior year to support the continued rollout of high-speed Internet, digital and telephone products, and to grow our core video customer base.

Depreciation and amortization expense increased $3.4 million, or 6%, primarily as a result of additional capital expenditures through March 31, 2006. These expenditures were primarily for purchases of customer premise equipment, drop materials, capitalized labor and network extensions, all of which we consider necessary in order to continue to maintain and grow our customer base and expand our service offerings. Partially offsetting this increase was a decrease in depreciation expense related to certain assets that have become fully depreciated since March 31, 2005.

As a result of the factors discussed above, Adjusted Operating Income before Depreciation and Amortization increased $4.7 million to $112.3 million, an increase of 4% over the prior year’s quarter.

Interest expense increased $6.4 million, or 12%, due to higher interest rates, which averaged 8.88% for the three months ended March 31, 2006, as compared to 7.82% for the three months ended March 31, 2005, and an increase in the accreted value of the 12 ¼% Senior Discount Notes.

Liquidity and Capital Resources

Our business requires cash for operations, debt service and capital expenditures. The cable television business has substantial ongoing capital requirements for the construction, expansion and maintenance of its broadband networks and provision of new services. In the past, expenditures have been made for various purposes, including the upgrade of the existing cable network, and in the future will be made for network extensions, installation of new services, customer premise equipment (e.g., set-top boxes), deployment of new product and service offerings, and, to a lesser extent, network upgrades. Historically, we have been able to meet our cash requirements with cash flow from operations, borrowings under our credit facilities and issuances of private and public debt and equity.

Cash provided by operations for the three months ended March 31, 2006 and 2005 was $86.5 million and $76.1 million. The increase was primarily attributable to the timing of cash receipts and payments related to our working capital accounts and was partially offset by the effect of non-cash items and an increase in our net loss.

Cash used in investing activities for the three months ended March 31, 2006 and 2005 was $57.6 million and $38.9 million. The increase primarily was due to increases in capital expenditures. For the three months ended March 31, 2006 and 2005, we spent $57.6 million and $38.7 million in capital expenditures. These expenditures principally constituted purchases of customer premise equipment, capitalized labor, installation materials, headend equipment and system upgrades and rebuilds, all of which are necessary to maintain our existing network, grow our customer base and expand our service offerings.

Cash used in financing activities for the three months ended March 31, 2006 and 2005 was $20.9 million for the amortization payments on the credit facility.

Free Cash Flow for the three months ended March 31, 2006 totaled $28.9 million compared to $37.4 million for the three months ended March 31, 2005. The decrease in Free Cash Flow from March 31, 2005 to March 31, 2006 of $8.5 million was primarily driven by the following:

· An $18.9 million increase in capital expenditures;

· A $2.1 million use of Free Cash Flow for the three months ended March 31, 2006 compared to a $6.7 million source for the three months ended March 31, 2005 from changes in working capital accounts; and

· A $500,000 increase in cash taxes paid.

These uses of cash were offset by:

· A $15.0 million decrease in cash interest expense paid due to a timing difference in the bond interest payments; and

· A $4.7 million increase in Adjusted Operating Income before Depreciation and Amortization.

While we expect to continue to use Free Cash Flow to repay our indebtedness, as interest rates continue to increase, we expect our interest costs will also be higher, thus reducing Free Cash Flow.

On July 21, 2005 we completed a refinancing of the existing $1.1 billion Term B loan facility under the Insight Midwest Credit Agreement. This refinancing reduced the applicable margins for LIBOR rate borrowings from LIBOR plus 275 basis points to LIBOR plus 200 basis points and the applicable margin will be reduced an additional 25 basis points if the Midwest Holdings leverage ratio drops below 2.75. The maximum total leverage ratio covenant was reset from 3.75 to 4.50 on July 1, 2005 with step downs to 4.25 on July 1, 2006 and to 4.00 on July 1, 2007. The facility was also amended to provide certain flexibility to refinance the senior notes at Insight Midwest.

We have a substantial amount of debt. Our high level of debt could have important consequences for you. Our investments in our operating subsidiaries, including Insight Midwest, constitute substantially all of our operating assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. Our principal source of cash we need to pay our obligations and to repay the principal amount of our debt obligations is the cash that our subsidiaries generate from their operations and their borrowings. Our subsidiaries are not obligated to make funds available to us and are restricted by the terms of their indebtedness from doing so. Because of such restrictions, our ability to access the cash flow of our subsidiaries may be contingent upon our ability to refinance the debt of our subsidiaries.

We believe that the Insight Midwest Holdings credit facility, cash on-hand and our cash flow from operations are sufficient to support our current operating plan. For the three months ended March 31, 2006 and 2005 we had positive Free Cash Flow. We had the ability to draw upon $283.7 million of unused availability under the Insight Midwest Holdings credit facility as of March 31, 2006 to fund any shortfall resulting from the inability of Insight Midwest’s cash from operations to fund its capital expenditures, meet its debt service requirements or otherwise fund its operations.

The following table summarizes our contractual obligations and commitments, excluding interest and commitments for programming, as of March 31, 2006, including periods in which the related payments are due (in thousands):

	Contractual Obligations
	Long-Term Debt		Operating Leases			Total
2006	$	62,625		$	3,689	$	66,314
2007	83,500			3,776		87,276
2008	104,750			3,188		107,938
2009	1,517,500			2,280		1,519,780
2010	630,000			539		630,539
Thereafter	350,000			976		350,976
Total cash obligations	$	2,748,375		$	14,448	$	2,762,823

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Our revolving credit and term loan agreements bear interest at floating rates. Accordingly, we are exposed to potential losses related to changes in interest rates. In order to manage our exposure to interest

rate risk, we enter into derivative financial instruments, typically interest rate swaps. The counter-parties to our swap agreements are major financial institutions. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

The aggregate fair market value and aggregate carrying value of our 9¾% and 10½% senior notes and 12¼% senior discount notes was $1.4 billion as of March 31, 2006. The fair market value of our credit facility borrowings approximates its carrying value as the credit facility borrowings bear interest at floating rates of interest. As of March 31, 2006 and December 31, 2005, the cost, if terminated, of our interest rate swap agreement was $4.0 million and $2.4 million and is reflected in our financial statements as an other non-current liability. Changes in the fair value of our interest rate derivative financial instruments are either recognized in income or in stockholders’ equity as a component of other comprehensive income depending on whether the derivative financial instruments qualify for hedge accounting.

Item 4. Controls and Procedures

Our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2006. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that (i) our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (ii) our disclosure controls and procedures were designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) or 15d-15(d) under the Exchange Act that occurred during the quarter ended March 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 11 in Item 1 of PART I, Notes to Consolidated Financial Statements.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our annual report on Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2006, we issued 3,665,747 shares of Series E Non-voting common stock and 92,470 shares of Series F Non-voting common stock to certain of our employees and directors. The issuances of non-voting common stock were not registered under the Securities Act of 1933 because such issuances either (i) did not involve an offer or sale for purposes of Section 2(a)(3) of the Securities Act of 1933, in reliance on the fact that the non-voting common stock was issued for no consideration, or (ii) were offered and sold in transactions not involving a public offering, and therefore exempt from registration under the Securities Act of 1933 pursuant to Section 4(2).

Item 6. Exhibits

Exhibits:

10 Employment letter agreement effective March 27, 2006 between Registrant and Hamid Heidary

31.1 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer of Insight Communications Company, Inc.

31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer of Insight Communications Company, Inc.

32 Section 1350 Certifications

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.

Date: May 10, 2006		INSIGHT COMMUNICATIONS COMPANY, INC.
	By:	/s/ John Abbot
		John Abbot
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-10 2 a06-9832_1ex10.htm EX-10

Exhibit 10

[INSIGHT LETTERHEAD]

March 31, 2006

Mr. Hamid Heidary
34 Fairhand Ct.
Bridgewater, N.J. 08807

Dear Hamid:

I am very pleased to confirm Insight Communications’ offer that you join us effective March 27, 2006 in the capacity of Executive Vice President. The offer contains the following terms.

Salary: As Executive Vice President, you will receive a starting annual base salary of $350,000.00.

Annual Incentive Bonus: You will receive an annual incentive bonus as follows:

(a) 50% of your base salary earned during 2006 and 2007;

(b) 50% of your base salary earned between January 1, 2008 and March 27, 2008 (your second anniversary date of employment).

Thereafter, your eligibility for a bonus will be determined by the bonus program in effect for comparable senior members of Insight management. Except as specified below, any annual incentive bonus will be payable at such time as other bonuses are paid with respect to the relevant period and in accordance with normal payroll policies.

Management Bonus Pool: You will be eligible to participate in the Bonus Pool established in the Securityholders Agreement entered into among the Company and its shareholders and shall be allocated and awarded such cash bonus opportunities as may be approved from time to time by the Compensation Committee of the Board of Directors and subject to the terms and provisions of such Bonus Pool. In order to be entitled to receive a bonus from the Management Bonus Pool, you must be employed by the Company on the last day of the period to which such bonus relates.

Signing Bonus: You will receive a lump sum, one-time sign-on bonus of $100,000.00. This payment is contingent upon your continued employment with Insight Communications. If you are terminated for “Cause” or if you should

resign without “Good Reason” (as defined below) within 12 months of your start date, you agree to repay the signing bonus amount in full.

Equity: Insight will issue you 1,850 of Series F Non-Voting Common Shares. All shares will be issued pursuant to the Insight Communications Company, Inc. 2005 Stock Incentive Plan, as amended (the “Plan”). You will be required to sign a standard subscription agreement for these shares which provides, among other things, one fifth of the Series F Shares issued shall vest on each of the first, second, third, fourth and fifth anniversaries of the issue date.

Termination of Employment: If your employment is terminated without “Cause” or if you resign for “Good Reason” within two (2) years of your employment date with the Company (hereinafter referred to as the “Term”), we will pay you any accrued and unpaid base salary and earned vacation, plus as liquidated damages:

(2) continued payment of your base salary and benefits (to the extent they are available) for the greater of the balance of the Term or 12 months, which will be payable in installments on our regular payroll dates.

If your employment is terminated without “Cause” or if you resign for “Good Reason” after two (2) years of your employment date with the Company, we will pay you any accrued and unpaid base salary and earned vacation, plus:

(1) your prorated (based on the number of days preceding termination) bonus for the calendar year in which the termination occurred, as determined in accordance with your then existing bonus arrangement. To the extent such bonus includes amounts earned during the first two years of employment (specified above), such amounts will be payable within 10 days of the date of termination. Any other prorated bonus will be payable at such time as other bonuses are paid with respect to the relevant period and in accordance with normal payroll policies; and

(2) continued payment of your base salary and benefits (to the extent they are available) for 12 months, which will be payable in installments on our regular payroll dates.

“Cause” means (i) your failure to substantially perform your duties hereunder (other than any such failure due to Executive’s physical or mental illness), (ii) Executive’s engaging in misconduct that has caused or is reasonably expected to result in injury to the Company or any of its affiliates or any of their interests,

(iii) Executive’s breach of fiduciary duty or fraud with respect to the Company or any of its affiliates, (iv) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a felony or other serious crime, and (v) Executive’s material breach of any of Executive’s obligations hereunder, under any other written agreement or covenant with the Company, or under any written policy, program or code of the Company; provided, however, that, with respect to clauses (i), (ii) and (v), the Company shall provide written notice to the Executive specifying in reasonable detail the circumstances claimed to constitute Cause and, if such circumstances may be corrected, such circumstances shall not constitute Cause unless and until the Executive fails to correct the circumstances set forth in the Company’s written notice within, with respect to clauses (ii) or (v), 30 days or, with respect to clause (i), 60 days of receipt of such notice; provided further that, if the circumstances claimed to constitute Cause are not fully curable at the time such written notice is provided and such circumstances claimed to constitute Cause are the result of Executive’s mere ordinary negligence or unintentional failure, act or omission and were carried out (or omitted to be carried out) by the Executive in good faith, such circumstances shall not constitute Cause unless the Executive fails to correct the circumstances set forth in the Company’s written notice within the time period specified in the first proviso above to the extent such circumstances are then curable or if not fully curable, if the uncured circumstances have resulted or are reasonably expected to result in material injury to the Company or any of its affiliates.

“Good Reason” means a resignation by you by written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such resignation, within 45 days following the date on which you have actual knowledge of the occurrence, without your consent, of any of the following events and the failure of the Company to correct the circumstances set forth in your written notice within 45 days of receipt of such notice: (i) the assignment to Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that Executive has or is to assume on the commencement of employment or (ii) a material breach hereunder by the Company. Executive agrees that a corporate reorganization by the Company and/or its affiliates pursuant to which the Company ceases to exist or Executive’s title is changed shall not constitute Good Reason hereunder so long as there is no material diminution or change in the nature of Executive’s duties described herein.

Vehicle Allowance: You will receive a monthly car allowance in an amount to be agreed upon.

Company Benefits: As Executive Vice President, you will participate in the standard benefits available to Insight personnel, including:

Medical Insurance: You will be eligible to participate in the standard benefit program for Insight personnel including medical, dental and vision, after

completion of 90 days of employment. Currently, the Company pays 84% of the premiums for the employee and his eligible dependents. The employee is responsible for paying the remaining 16%. These terms are subject to change from time to time.

During this 90 day waiting period, Insight will pay, on your behalf, the premiums necessary to continue the individual policy for medical coverage that you currently have in place. Alternatively, Insight will arrange and pay for coverage under a medical insurance program for you and your family during the 90 day waiting period prior to your becoming eligible to participate in the Company’s group medical coverage.

Life Insurance: Life insurance will be provided pursuant to the Company’s life insurance plan for comparable senior executives. That plan provides a death benefit equal to 1.5 times annual base salary.

Disability and Supplemental Income Protection Plan: As a senior executive with Insight, you will be eligible to receive benefits pursuant to the Company’s Supplemental Income Protection Plan. In the event of a qualifying disability, and after an elimination period of 90 days (if approved), you would receive a maximum benefit of $2,500 per month in addition to the benefits available under the Company’s standard Long Term Disability Plan.

401k Plan: You will be eligible to contribute to Insight’s 401(k) Plan immediately upon your employment with the Company. Beginning in the calendar quarter following your completion of 6 months of service you will be eligible to begin receiving matching contributions to your account consistent with the terms of Insight’s 401k Plan.

Vacation: You will be eligible for five (5) weeks of vacation per year. This vacation benefit goes beyond the normal vacation benefit for new Insight employees. Therefore, if your employment should terminate for any reason, you will be paid only for unused vacation time that would have accrued under Insight’s vacation schedule.

Work Location: It is understood that as Executive Vice President, it will be necessary for you to spend approximately 3 days per week (Tuesday-Thursday) working in Insight’s Louisville, Ky. operations or elsewhere among our operating areas as the need dictates. The remaining work days of the week will typically be (at your discretion) spent either working from your home or out of the Company’s New York offices.

This offer of employment is contingent upon your successfully completing a drug screening and background check. We will forward to you, under separate cover, the instructions and documents to process your background check and pre-employment drug screening. Also, within three (3) business days of the date your employment commences, you will need to complete the necessary form to verify your eligibility to work legally in the United States.

If you are in agreement with the offer terms above, please sign the attached copy of this letter and return to me. We look forward to your joining us at Insight. If you have any questions or if I can help you in any way, please do not hesitate to contact me.

Sincerely,

/s/ James D. Morgan
James D. Morgan
Senior Vice President of Human Resources

Accepted:	/s/ Hamid Heidary

Date:	4-4-06

EX-31.1 3 a06-9832_1ex31d1.htm EX-31.1

EXHIBIT 31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

I, Michael S. Willner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Insight Communications Company, Inc. (the “Registrant”);

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	/s/ Michael S. Willner
	Michael S. Willner
	Vice Chairman and Chief Executive Officer
	May 10, 2006

EX-31.2 4 a06-9832_1ex31d2.htm EX-31.2

EXHIBIT 31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

I, John Abbot, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Insight Communications Company, Inc. (the “Registrant”);

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

	/s/ John Abbot
	John Abbot
	Executive Vice President and Chief Financial Officer
	May 10, 2006

EX-32 5 a06-9832_1ex32.htm EX-32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

The undersigned hereby certify that the quarterly report on Form 10-Q of Insight Communications Company, Inc. (the “Registrant”) for the quarter ended March 31, 2006, 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/ Michael S. Willner
	Michael S. Willner
	Vice Chairman and Chief Executive Officer
	May 10, 2006

	/s/ John Abbot
	John Abbot
	Executive Vice President and Chief Financial Officer
	May 10, 2006