SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2000
Commission file numbers: 333-63677
333-63677-01
333-63677-02
Coaxial Communications of Central Ohio, Inc.
Phoenix Associates
Insight Communications of Central Ohio, LLC
(Exact name of registrants as specified in their respective charters)
Ohio 31-0975825
Florida 59-1798351
Delaware 13-4017803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Numbers)
c/o Insight Communications Company, Inc.
810 Seventh Avenue
New York, NY 10019
(917) 286-2300
(Address and telephone number of registrants' principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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........
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] Not Applicable
State the aggregate market value of the common equity held by non-
affiliates of the registrants: Not Applicable
Indicate the number of shares outstanding of the registrants' common stock:
Not Applicable
Forward-Looking Statements
This annual 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 the System (as defined below). All
statements other than statements of historical fact included in this annual
report regarding Coaxial Communications of Central Ohio, Inc. ("Coaxial"),
Phoenix Associates ("Phoenix") and Insight Communications of Central Ohio, LLC
("Insight Ohio") 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
Coaxial, Phoenix and Insight Ohio, and reflect future business decisions which
are subject to change. Although Coaxial, Phoenix and Insight Ohio believe 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 Phoenix to make scheduled payments with respect to
the Senior Notes (as defined below) will depend on the financial and
operating performance of Insight Ohio;
. a substantial portion of Insight Ohio'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 Series A Preferred
Interest and its Series B Preferred Interest, thereby reducing the funds
available to Insight Ohio for its operations and future business
opportunities;
. Coaxial and Phoenix have no significant assets other than Coaxial's ownership
of common membership interests, Series A Preferred Interests and Series B
Preferred Interests in Insight Ohio; and
. the indenture governing the terms of the Senior Notes imposes restrictions on
Coaxial, Phoenix and Insight Ohio and the Senior Credit Facility of Insight
Ohio imposes restrictions on Insight Ohio.
Coaxial, Phoenix and Insight Ohio do not intend to update these forward-looking
statements.
PART I
Item 1. Business
Overview
Insight Ohio owns and operates a cable television system in the Columbus,
Ohio metropolitan area (the "System"). As of December 31, 2000, the System
passed approximately 184,400 homes and served approximately 85,400 basic
customers in the eastern portion of the City of Columbus and the surrounding
suburban communities. All of the System's customers are served from a single
headend allowing for efficient capital deployment for new services. Insight
Communications Company, Inc. ("Insight"), through its wholly-owned subsidiary
Insight Communications Company, L.P., serves as the manager of the System.
Recent Developments
Purchase of Coaxial Common Interest
On August 8, 2000, Insight Ohio purchased Coaxial's 25% non-voting common
equity interest in Insight Ohio, resulting in Insight owning 100% of the common
equity of Insight Ohio. The purchase price was 800,000 shares of common stock of
Insight and cash paid by Insight to the principals of Coaxial in the amount of
$2.6 million. In connection with the purchase, Insight Ohio's operating
agreement was amended to, among other things, remove certain participating
rights of the principals of Coaxial, and vest, in the common equity interests of
Insight Ohio, 70% of its total voting power and in the preferred equity
interests 30% of its total voting power.
Contribution of Insight Ohio
On January 5, 2001, Insight Midwest, L.P. ("Insight Midwest"), a 50-50
partnership between Insight and an indirect subsidiary of AT&T Broadband,
entered into definitive agreements with Insight and certain subsidiaries of AT&T
Corp. (the "AT&T Cable Subsidiaries") for the acquisition of additional cable
television systems, including Insight Ohio. Through a series of transactions,
Insight Midwest acquired all of Insight's wholly-owned systems serving
approximately 280,000 customers, including the approximately 85,400 customers
served by Insight Ohio and including systems which Insight purchased from AT&T
Cable Subsidiaries. At the same time, Insight Midwest acquired from AT&T Cable
Subsidiaries systems serving approximately 250,000 customers. Insight Ohio is an
unrestricted subsidiary under the indentures governing Insight's and Insight
Midwest's senior notes and is prohibited by the terms of its indebtedness from
making distributions to Insight Midwest. Insight Midwest remains equally owned
by Insight and AT&T Broadband, and Insight continues to serve as the general
partner and manages and operates the Insight Midwest systems, including Insight
Ohio.
Insight Ohio's conditional guarantee of the Senior Notes and the Senior
Discount Notes remains in place. If at any time the Senior Notes or the Senior
Discount Notes are repaid or significantly modified, or in any case after August
15, 2008, the principals of the Coaxial Entities may require Insight to purchase
their preferred interests for a purchase price equal to the difference, if any,
of $32.6 million less the then market value of the 800,000 shares of Insight
common stock issued on August 8, 2000.
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The System
The System is located in the eastern portion of the City of Columbus and
the surrounding suburban communities. The City of Columbus is the 34th largest
designated market area ("DMA") in the United States, is the capital of Ohio and
is the home of The Ohio State University. Besides the state government and
university, the Columbus economy is well diversified with a significant presence
of prominent companies such as The Limited, Merck, Wendy's, Nationwide
Insurance, Borden and Worthington Industries. The area's strong economy provides
for a well-paid employment base with a current unemployment rate of 2.3%. The
median household income of the System's service area is approximately $47,800
per year, while the median family income is approximately $57,000 per year. As
of December 31, 2000, the System passed approximately 184,400 homes and served
approximately 85,400 basic customers from a single headend.
The System enjoys a high level of population growth in the suburban
communities east of Columbus. Since December 31, 1996, approximately 23,400
homes passed have been added to the System through new plant extensions,
primarily in new housing developments. This represents a 3.5% compound annual
growth rate of homes passed for the System for the four years ended December 31,
2000, as compared to the industry average of 1.0% for the same period.
Portions of the System operate in a competitive environment. Customers in
those areas have access to two wired cable television providers -- Insight Ohio
and a cable subsidiary of Ameritech Corporation, the telephone local exchange
carrier in Columbus. The System also competes with direct broadcast satellite
television systems ("DBS") and multipoint multichannel distribution systems
("MMDS"). The areas of the System served by both Insight Ohio and Ameritech pass
approximately 142,700 homes, representing 77.3% of the System's total homes
passed. In this competitive environment, the System's basic customers decreased
from approximately 86,000 at the end of 1995, prior to Ameritech's entry into
the marketplace, to approximately 85,400 as of December 31, 2000.
As of December 31, 2000, the System had 2,685 miles of plant, including
1,240 miles of 870 MHz plant and 1,445 miles of 450 MHz. Insight Ohio estimates
that as of December 31, 2000, approximately 70% of its customers were served by
its upgraded network which enables delivery of an advanced suite of
entertainment, information and communications services, including interactive
digital video, high-speed data access and telephony services. Insight Ohio is
continuing to upgrade the technical capability of the System by increasing its
bandwidth to 870 MHz and activating its reverse plant. Insight Ohio plans to
enhance the technical platform of the System by continuing to upgrade the plant
passing approximately 84% of the homes passed in the System by the end of 2001.
The Manager
Insight is the eighth largest cable television system operator in the United
States based on customers served. Through its wholly-owned and managed systems,
Insight Communications currently serves approximately 1.4 million customers, 99%
of which are concentrated in the four contiguous states of Indiana, Kentucky,
Illinois and Ohio. In addition to its geographic concentration, our manager's
network is efficiently clustered. After giving effect to the network upgrades,
expected to be substantially completed during 2001, approximately 95% of our
manager's customers will be served from thirteen headends. Technical clustering
is critical in order to efficiently deploy a bundled suite of entertainment,
information and communications services. This combination of geographic
concentration and technical clustering has enabled Insight Communications to
lead the cable television industry in offering, under the Insight Digital brand,
a complete bundle of interactive digital video, high-speed data access and
telephony services.
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To facilitate delivery of telephony services, we have entered into a ten-
year agreement with AT&T Broadband, LLC that will allow us to deliver to our
customers local telephone service under the AT&T Digital brand. Under the terms
of the agreement, we will lease certain capacity on our network to AT&T
Broadband for which we will receive a monthly fee based upon the number of
telephone lines ordered by its customers. We will be responsible for marketing
and billing these services, as well as the installation and maintenance support
for which we will receive additional payments. The capital required to deploy
telephony over its networks will be shared, with AT&T Broadband responsible for
switching and transport facilities. Our manager believes that we will be able to
achieve higher penetration levels by marketing its telephony services under the
AT&T brand and leveraging AT&T's telephony expertise with our strong local
presence and established relationships. Furthermore, our manager believes that
the expected penetration levels, combined with shared capital costs, will result
in higher returns for our investors.
Insight Business Strategy
Our manager's strategy is to become a competitive, full-service provider of
entertainment, information and communications services. This strategy is
centered on the development of new and enhanced products and services for the
communities served by our networks and consists of the following elements:
. Focus on operating large, tightly-grouped clusters of cable systems with
attractive technical and demographic profiles;
. Expeditiously upgrade our network;
. Introduce new and enhanced products and services, including interactive
Insight Digital service, high-speed data service and telephony service;
. Leverage strong local presence to enhance customer and community relations;
and
. Pursue value-enhancing transactions in nearby or adjacent geographies.
Our manager's marketing strategy is to offer our customers a bundled suite
of services. By bundling our products and services, we provide our customers
with an increased choice of services in value-added packages, which we believe
results in higher customer satisfaction, increased use of our services and
greater customer retention. Our manager began deploying new and enhanced
products and services, such as interactive digital video and high-speed data
access, during 1999, and during 2001 will add a telephony service marketed under
the AT&T brand.
The System is an integral part of Insight's long-term business strategy.
The System has a strong market presence in a state capital and academic center
with a diverse, growing economy. All of the System's customers are served from a
single headend allowing for efficient capital deployment for new services.
Moreover, Insight Ohio estimates that as of December 31, 2000, it served
approximately 70% of the subscribers in the System with upgraded plant. Insight
Ohio began launching the interactive Insight Digital service on a node-by-node
basis in November 1999, including a video-on-demand and interactive
informational service and launched its high-speed Internet service during the
second quarter 2000.
System Operating Strategy
The System fits the profile of cable television systems that Insight seeks
to own and operate. The
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System is large enough to have a significant market presence and all customers
are serviced from one headend. In addition, Columbus is geographically proximate
to other Insight cable systems with a customer universe having the type of
demographic profile that Insight believes will widely accept new
telecommunications offerings. Insight Ohio intends to aggressively implement
Insight's upgrade strategy in Columbus.
Insight is in the process of rebuilding the System to 870 MHz, and began
servicing customers from the rebuilt network in November 1999. Insight Ohio is
currently launching digital service, on a node-by-node basis, including a video-
on-demand service and an interactive information service. As of December 31,
2000, the System passed 47,800 homes with its digital service and served
approximately 13,400 customers with such service, representing a penetration
level of over 28%. Management expects to increase revenues as the System
upgrade is completed by increasing the deployment of its digital cable and
adding new services such as high-speed modems and other newly developing
telecommunications services. Insight Ohio has entered into an affiliation
agreement with Road Runner and a network service agreement with High Speed
Access Corp. to deploy the Road Runner service over cable modems. As of
December 31, 2000, over 4,800 customers subscribed to the Road Runner service.
In November 1999Insight Ohio introduced its signature interactive Insight
Digital service with exclusive interactive programming including Local Source,
an Internet-styled information service, and a video-on-demand service by DIVA.
In addition, the System provides exclusive sports programming under the "Central
Ohio Sport!" brand, featuring sporting events from Ohio State University.
Overbuild
In 1996, Ameritech obtained a citywide cable television franchise for the
City of Columbus. Ameritech has built its citywide franchise, both in our
service area and in the Time Warner service area on the west side of Columbus.
Insight Ohio and Time Warner service virtually distinct areas and therefore do
not compete with one another. As of December 31, 2000 the areas of the System
served by both Insight Ohio and Ameritech pass approximately 142,700 homes,
representing 77.3% of the System's total homes passed.
When the System was acquired by Insight Ohio in August 1999, it implemented
a strategy to end deep discounting as a defense against Ameritech. Management
believed that a relatively small customer loss, caused by discontinuing
discounts, would be preferable in exchange for achieving an increase in the
average monthly revenue per customer. As a result of this strategy, from June
30, 1998 to December 31, 2000, the average monthly revenue per customer
increased from $43.30 to $48.87 while the number of customers decreased from
91,100 to 85,400. Ameritech seems to have responded to this strategy by
announcing a $1.25 increase in the price of their standard cable service
effective March 1, 2000.
Technological Developments
Management believes that in order to achieve consistently high levels of
customer service, maintain a strong competitive posture and deploy important new
technologies, a state-of-the-art technical platform needs to be built. Presently
the System is comprised of 2,685 miles of plant passing approximately 184,400
homes resulting in a density of 69 homes per mile. As of December 31, 2000
approximately 70% of the customers were served by a network upgraded to 870 MHz
which enables delivery of an advanced suite of entertainment, information and
communications services, including our interactive digital video, high-speed
data access and telephony services.
Insight Ohio plans to enhance the technical platform of the System by
continuing to upgrade the
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plant passing 84% of the homes passed in the System by the end of 2001. The
capability for high-speed data transmission, video-on-demand, interactive
digital cable, additional analog channels and telephony is intended to be
provided by further deployment of fiber optics, an increase in the bandwidth to
870 MHz, activation of the reverse plant to allow two-way communications and the
installation of digital equipment.
All of the System's basic customers currently have access to addressable
technology and approximately 80% have addressable converters in their homes as
of December 31, 2000. Addressable technology enables the System to
electronically control the cable television services being delivered to the
customer's home. As a result, the System can electronically upgrade or downgrade
services to a customer immediately, from its customer service center, without
the delay or expense associated with dispatching a technician to the customer's
home. Addressable technology also reduces premium service theft, is an effective
enforcement tool in the collection of delinquent payments and enables the System
to offer pay-per-view services, including movies and special events.
Management believes that active use of fiber optic technology as an
alternative to coaxial cable plays a major role in expanding channel capacity
and improving the performance of the System. Fiber optic strands are capable of
carrying hundreds of video, data and voice channels over extended distances
without the extensive signal amplification typically required for coaxial cable.
The System will continue to deploy fiber optic cable further reducing amplifier
cascades while improving picture quality and system reliability.
High-speed cable modems and set-top boxes using digital compression
technology have become commercially viable. These developments allow for the
introduction of high-speed data services and Internet access and will increase
the programming services available to customers. Digital compression technology
provides for a significant expansion of channel capacity with up to 12 digital
channels to be carried in the bandwidth of one analog channel. The upgrade of
the System has given the System the ability to package a "Digital Gateway"
brand. For $6.95 customers receive the following services:
. A digital converter box;
. An interactive navigational program guide for all analog and digital
channels;
. A local, interactive Internet-style service;
. A significant multiplexing of premium channels for customers who separately
subscribe to premium channels, such as HBO and Showtime;
. Pay-per-view video-on-demand; and
. A digital 40-channel audio music service.
Insight Ohio began launching the Insight Digital service in the System on a
node-by-node basis in November 1999, including DIVA's video-on-demand service
and the Local Source interactive information service and as of December 31, 2000
served approximately 13,400 subscribers with its digital service. Insight Ohio
launched the Road Runner high-speed Internet service during the second quarter
of 2000 and served approximately 4,800 customers with this service as of
December 31, 2000.
Marketing, Programming and Rates
Marketing
The System's marketing programs and campaigns are based upon offering a
variety of cable services creatively packaged and tailored to appeal to its
different markets and to segments within its markets. The System surveys its
customer base to ensure that it is meeting the demands of its customers and
stays abreast of its competition in order to effectively counter competitors'
promotional campaigns. The System uses a
5
coordinated array of marketing tactics to attract and retain customers and to
increase premium service penetration, including door-to-door and direct mail
solicitation, telemarketing, media advertising, local promotional events
typically sponsored by programming services and cross-channel promotion of new
services. The rebuild of the plant allows Insight Ohio to deploy its suite of
services including interactive digital, high-speed data and by the end of 2001,
telephony. In November 1999, Insight Ohio began to launch its interactive
Insight Digital service including video-on-demand and Local Source informational
product on a node-by-node basis. Insight Ohio has also launch its Road Runner
high-speed Internet service during. Using a skilled team of marketing
professionals, the System has competed by supporting an innovative variety of
marketing activities.
Programming
Insight has various contracts to obtain basic and premium programming for
the System from program suppliers whose compensation is typically based on a
fixed fee per customer. Because of our relationship with AT&T Broadband, we have
the right to purchase programming services for our systems either directly
through AT&T Broadband's programming supplier Satellite Services, Inc. or
through our own purchasing power. We believe that Satellite Services has
attractive programming costs. In addition, some program suppliers provide
volume discount pricing structures or offer marketing and launch support to the
System. The System's successful marketing of multiple premium service packages
emphasizing customer value enables the System to take advantage of such cost
incentives. The System's overall programming costs are expected to increase in
the future due to additional programming being provided to its customers,
inflationary increases and other factors affecting the cable television
industry. The System also has various retransmission consent arrangements with
commercial broadcast stations which generally have been renewed through 2003.
None of these consents require payment of fees for carriage.
The System offers a "basic service tier," consisting primarily of local
television channels (network and independent stations) available over-the-air,
and local public, governmental and educational access channels. The System also
offers, for a monthly fee, an expanded basic tier of various satellite-
delivered, non-broadcast channels (such as CNN, ESPN, MTV, TNT, and USA). In
addition to these services, the System provides premium services such as HBO,
Cinemax, Showtime, The Movie Channel and Starz!, which have unique appeal to
various segments of the viewing audience. These services are satellite-delivered
channels consisting principally of feature films, original programming, live
sports events, concerts and other special entertainment features, usually
presented without commercial interruption. Such premium programming services are
offered by the System both on a per-channel basis and as part of premium service
packages designed to enhance customer value and to enable the System to take
advantage of programming agreements offering cost incentives based on premium
service unit growth. Customers may subscribe to one or more premium service
units. A "premium service unit" is a single premium service for which a customer
must pay an additional monthly fee in order to receive the service.
Management is upgrading the System to digital using fiber optic technology,
which has allowed the System to expand the number of multiplexed premium screens
(additional channels such as Showtime 2 and HBO Family) providing greater value
for the customer. Moreover, the upgrade has given the System the ability to
offer its Insight Digital service including interactive television and multiple
packaging options through the addition of niche programming services.
Management believes that these additional features and options will increase
basic and premium penetration as well as revenue per basic customer. The System
also provides video-on-demand, a digital service consisting principally of
feature films, adult movies, concerts and other special events, presented
without commercial interruption. Such services are offered by the System on a
"per viewing" basis, with customers only paying for programs which they select
for viewing.
6
Rates
Monthly customer rates for services vary from market to market, primarily
according to the amount of programming provided. As of December 31, 2000, the
System's stated monthly basic service rate for residential customers was $11.47,
the System's monthly expanded basic service rates for residential customers
ranged from $14.93 to $18.65, and per-channel premium service rates (not
including special promotions) ranged from $5.95 to $13.95 per service.
A one-time installation fee, which the System may wholly or partially waive
during a promotional period, is charged to new customers. The System charges
monthly fees for converters and remote control devices. The System also charges
administrative fees for delinquent payments for service. Customers are free to
discontinue service at any time without additional charge and may be charged a
reconnection fee to resume service. Commercial customers, such as hotels, motels
and hospitals, are charged negotiated monthly fees and a non-recurring fee for
the installation of service. MDU accounts may be offered a bulk rate in exchange
for single-point billing and basic service to all units.
On February 11, 1997, a Petition for Determination of Effective Competition
filed by the prior owner of the System challenging the certification of the City
of Columbus was granted by the FCC. This petition effectively revoked the City
of Columbus' right to regulate the System's basic cable and equipment rates.
Employees
As of December 31, 2000, the System employed 201 full-time equivalent
employees, none of whom is represented by a union or covered by a collective
bargaining obligation. Management believes that its relations with its employees
are good. Approximately 50% of the full-time employees have tenure of five years
or longer. Although the Columbus area has relatively low unemployment and
competition in hiring is intense, management believes that it will continue to
be successful in attracting and retaining highly qualified employees and
maintaining good working relationships with its current employees.
Customer Service and Community Relations
The System is dedicated to quality customer service. Plans to make
significant system improvements are designed in part to strengthen customer
service through greater system reliability and the introduction of new services.
Management seeks a high level of customer satisfaction by also employing a well-
trained staff of customer service representatives and experienced field
technicians.
The System is dedicated to fostering strong community relations in the
communities served by the System. The System supports local charities and
community causes through staged events and promotional campaigns, including
Children's Hospital Miracle Network Telethon, the Penny-A-Day for Children
Program and Red Cross Blood Drive donations. The System also installs and
provides free cable television service and Internet access to public schools,
government buildings and not-for-profit hospitals in its franchise areas. The
System has teamed up with its neighboring cable operator Time Warner to develop
a local sports package called "Central Ohio Sport!" which features Ohio State
University sporting events on an exclusive basis to cable customers. Management
believes that its relations with the communities in which the System operates
are generally excellent.
Franchises
Cable television systems are generally operated under non-exclusive
franchises granted by local
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governmental authorities. These franchises typically contain many conditions,
such as:
. time limitations on commencement and completion of construction;
. conditions of service, including number of channels, types of programming and
the provision of free service to schools and certain other public
institutions; and
. the maintenance of insurance and indemnity bonds.
The provisions of local franchises are subject to federal regulation under
the Communications Act of 1934, as amended (the "Communications Act").
The System provides cable television service to residents of 42
governmental jurisdictions. Within each of these governmental jurisdictions, the
System operates under authority granted by the local community or the State of
Ohio. Actual franchise agreements are maintained with the 28 jurisdictions that
possess the legal basis to grant such franchises consistent with federal and
state law. These franchises, which are non-exclusive, provide for the payment of
fees to the issuing authority. In the System, such franchise fees are passed
through directly to the customers. The Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act") and the Cable Communications
Policy Act of 1984 (the "1984 Cable Act" and, together with the 1992 Cable Act,
the "Cable Acts") prohibit franchising authorities from imposing franchise fees
in excess of 5% of gross revenue and also permit the cable television system
operator to seek renegotiation and modification of franchise requirements if
warranted by changed circumstances.
The majority of the System's basic customers are in governmental
jurisdictions that require a franchise. The table below groups all of the
System's governmental jurisdictions by date of expiration of the authority to
operate and presents the approximate number and percentage of basic customers
for each group as of December 31, 2000.
Number of Percentage of Percentage of Total
Year of Franchise Expiration Franchises Total Franchises Basic Customers
- ---------------------------- ---------- ---------------- ---------------
Expired*...................................... 1 3.5% 1.5%
2001 and 2002................................. 5 17.9% 5.7%
2003 and beyond............................... 22 78.6% 92.8%
------ ------ ------
Total...................................... 28 100.0% 100.0%
====== ====== ======
_________________
* Such franchises are operated on a month-to-month basis and are in the process
of being renewed.
The Cable Acts provide, among other things, for an orderly franchise
renewal process in which franchise renewal will not be unreasonably withheld or,
if renewal is denied and the franchising authority acquires ownership of the
system or effects a transfer of the system to another person, the operator
generally is entitled to the "fair market value" for the system covered by such
franchise. In addition, the Cable Acts established comprehensive renewal
procedures which require that an incumbent franchisee's renewal application be
assessed on its own merits and not as part of a comparative process with
competing
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applications.
Management believes that it generally has good relationships with its
franchising communities. The System has never had a franchise revoked or failed
to have a franchise renewed. In addition, all of the franchises of the System
eligible for renewal have been renewed or extended at or prior to their stated
expirations, and no franchise community has refused to consent to a franchise
transfer to the System.
Competition
Cable systems face increasing competition from alternative methods of
receiving and distributing their core video business. Both wireline and wireless
competitors have made inroads in competing against incumbent cable operators.
The extent to which a cable operator is competitive depends, in part, upon its
ability to provide to customers, at a reasonable price, a greater variety of
programming and other communications services than are available off-air or
through alternative delivery sources and upon superior technical performance and
customer service.
Congress has enacted legislation and the FCC has adopted regulatory
policies providing a more favorable operating environment for new and existing
technologies, in particular direct broadcast satellite television systems
operators, that have the potential to provide increased competition to cable
systems. Recently enacted legislation permits direct broadcast satellite
companies to retransmit local television signals, eliminating one of the
objections of consumers about switching to satellites.
The 1996 Telecom Act makes it easier for local exchange telephone
companies and others to provide a wide variety of video services competitive
with services provided by cable systems. Various local exchange telephone
companies currently are providing video services within and outside their
telephone service areas through a variety of distribution methods, including the
deployment of broadband cable networks and the use of wireless transmission
facilities. Local exchange telephone companies in various states have either
announced plans, obtained local franchise authorizations or are currently
competing with our cable communications systems. Local exchange telephone
companies and other companies also provide facilities for the transmission and
distribution to homes and businesses of interactive computer-based services,
including the Internet, as well as data and other non-video services. The
ability of local exchange telephone companies to cross-subsidize video, data and
telecommunication services also poses some threat to cable operators.
The major source of competition for the System is the wireline overbuild by
Ameritech. Ameritech has overbuilt approximately 142,700 homes passed in the
System's service area, or approximately 77.3% of the total homes in the service
territory as of December 31, 2000.
Franchised cable systems compete with private cable systems for the right
to service condominiums, apartment complexes and other multiple unit residential
developments. The operators of these private systems, known as satellite master
antenna television systems often enter into exclusive agreements with apartment
building owners or homeowners' associations that preclude franchised cable
television operators from serving residents of such private complexes. However,
the 1984 Cable Act gives franchised cable operators the right to use existing
compatible easements within their franchise areas on nondiscriminatory terms and
conditions. Accordingly, where there are preexisting compatible easements, cable
operators may not be unfairly denied access or discriminated against with
respect to access to the premises served by those easements. Conflicting
judicial decisions have been issued interpreting the scope of the access right
granted by the 1984 Cable Act, particularly with respect to easements located
entirely on private property.
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The 1996 Telecom Act may exempt some of our competitors from regulation
as cable systems. The 1996 Telecom Act amends the definition of a "cable system"
such that providers of competitive video programming are only regulated and
franchised as "cable systems" if they use public rights-of-way. Thus, a broader
class of entities providing video programming, including operators of satellite
master antenna television systems, may be exempt from regulation as cable
television systems under the 1996 Telecom Act. This exemption may give these
entities a competitive advantage over us. As of December 31, 2000, the System
passed approximately 450 MDU complexes within its service territory and had
entry agreements, either exclusive or non-exclusive, with complexes totaling
approximately 62,300 MDUs. As of December 31, 2000 the System provided
programming to approximately 31,500 of these MDUs, or 51% of the total MDUs
passed.
Direct broadcast satellite television systems use digital video
compression technology to increase the channel capacity of their systems. Direct
broadcast satellite television systems' programming is currently available to
individual households, condominiums and apartment and office complexes through
conventional, medium and high-power satellites. High-power direct broadcast
satellite television system service is currently being provided by DIRECTV,
Inc., and EchoStar Communications Corporation. Direct broadcast satellite
television systems have some advantages over cable systems that were not
upgraded, such as greater channel capacity and digital picture quality. In
addition, legislation was recently enacted which permits direct broadcast
satellite television systems to retransmit the signals of local television
stations in their local markets. However, direct broadcast satellite television
systems have a limited ability to offer locally produced programming, and do not
have a significant local presence in the community. In addition, direct
broadcast satellite television systems packages can be more expensive than
cable, especially if the subscriber intends to view the service on more than one
television in the household. Finally, direct broadcast satellite television
systems do not have the same full two-way capability, which we believe will
limit their ability to compete in a meaningful way in high-speed data and voice
communications. Management estimates that there were approximately 9,900 DBS
customers in the System's service areas as of December 31, 2000.
Several telephone companies are introducing digital subscriber line
technology, which allows Internet access over traditional phone lines at data
transmission speeds greater than those available by a standard telephone modem.
Although these transmission speeds are not as great as the transmission speeds
of a cable modem, we believe that the transmission speeds of digital subscriber
line technology are sufficiently high that such technology will compete with
cable modem technology. The FCC is currently considering its authority to
promulgate rules to facilitate the deployment of these services and regulate
areas including high-speed data and interactive Internet services. We cannot
predict the outcome of any FCC proceedings, or the impact of that outcome on the
success of our Internet access services or on our operations.
Additionally, the FCC adopted regulations allocating frequencies in the
28 GHz band for a new service called local multipoint distribution service that
can be used to provide video services similar to multipoint multichannel
distribution systems. The FCC has completed spectrum auctions for local
multipoint distribution service licenses.
As we expand our offerings to include telephony services, our AT&T
branded services will be subject to competition from existing providers,
including both local exchange telephone companies and long-distance carriers.
The telecommunications industry is highly competitive and many telephone service
providers may have greater financial resources than we have, or have established
relationships with regulatory authorities. We cannot predict the extent to which
the presence of these competitors will influence customer penetration in our
telephony service areas.
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Other new technologies may become competitive with services that cable
communications systems can offer. Advances in communications technology, as well
as changes in the marketplace and the regulatory and legislative environment are
constantly occurring. Thus, we cannot predict the effect of ongoing or future
developments on the cable communications industry or on our operations.
Cable television systems are operated under non-exclusive franchises
granted by local authorities thereby allowing more than one cable system to be
built in the same area. Although the number of municipal and commercial
overbuild cable systems is small, the potential profitability of a cable system
is adversely affected if the local customer base is divided among multiple
systems. Additionally, constructing a competing cable system is a capital
intensive process which involves a high degree of risk. We believe that in order
to be successful, a competitor's overbuild would need to be able to serve the
homes in the overbuilt area on a more cost-effective basis than we can. Any such
overbuild operation would require either significant access to capital or access
to facilities already in place that are capable of delivering cable television
programming.
Legislation and Regulation
The cable television industry is regulated by the FCC, some state governments
and the applicable local governments. In addition, various legislative and
regulatory proposals under consideration from time to time by Congress and
various federal agencies have in the past, and may in the future, materially
affect us. The following is a summary of federal laws and regulations materially
affecting the growth and operation of the cable television industry and a
description of certain state and local laws. We believe that the regulation of
the cable television industry remains a matter of interest to Congress, the FCC
and other regulatory authorities. There can be no assurance as to what, if any,
future actions such legislative and regulatory authorities may take or the
effect thereof on us.
Federal Legislation
The principal federal statute governing the cable television industry is
the Communications Act. As it affects the cable television industry, the
Communications Act has been significantly amended on three occasions, by the
1984 Cable Act, the 1992 Cable Act and the 1996 Telecom Act. The 1996 Telecom
Act altered the regulatory structure governing the nation's telecommunications
providers. It removed barriers to competition in both the cable television
market and the local telephone market. Among other things, it also reduced the
scope of cable rate regulation. In addition, the 1996 Telecom Act required the
FCC to undertake a number of rulemakings to implement the legislation, some of
which have yet to be completed, and such proceedings may materially affect the
cable television industry.
Federal Regulation
The FCC, the principal federal regulatory agency with jurisdiction over
cable television, has adopted regulations covering such areas as cross-ownership
between cable television systems and other communications businesses, carriage
of television broadcast programming, cable rates, consumer protection and
customer service, leased access, indecent programming, programmer access to
cable television systems, programming agreements, technical standards, consumer
electronics equipment compatibility, ownership of home wiring, program
exclusivity, equal employment opportunity, consumer education and lockbox
enforcement, origination cablecasting and sponsorship identification, children's
programming, signal leakage and frequency use, maintenance of various records,
and antenna structure notification, marking and lighting. The FCC has the
authority to enforce these regulations through the imposition of substantial
fines, the issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with
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cable operations. A brief summary of certain of these federal regulations as
adopted to date follows.
Rate Regulation
The 1984 Cable Act codified existing FCC preemption of rate regulation
for premium channels and optional non-basic program tiers. The 1984 Cable Act
also deregulated basic cable rates for cable television systems determined by
the FCC to be subject to effective competition. The 1992 Cable Act substantially
changed the previous statutory and FCC rate regulation standards. The 1992 Cable
Act replaced the FCC's old standard for determining effective competition, under
which most cable television systems were not subject to rate regulation, with a
statutory provision that resulted in nearly all cable television systems
becoming subject to rate regulation of basic service. The 1996 Telecom Act
expanded the definition of effective competition to cover situations where a
local telephone company or its affiliate, or any multichannel video provider
using telephone company facilities, offers comparable video service by any means
except direct broadcast satellite television systems. Satisfaction of this test
deregulates all rates.
For cable systems not subject to effective competition, the 1992 Cable
Act required the FCC to adopt a formula for franchising authorities to assure
that basic cable rates are reasonable; allowed the FCC to review rates for cable
programming service tiers, other than per-channel or per-program services, in
response to complaints filed by franchising authorities and/or cable customers;
prohibited cable television systems from requiring basic customers to purchase
service tiers above basic service in order to purchase premium services if the
system is technically capable of compliance; required the FCC to adopt
regulations to establish, on the basis of actual costs, the price for
installation of cable service, remote controls, converter boxes and additional
outlets; and allowed the FCC to impose restrictions on the retiring and
rearrangement of cable services under certain limited circumstances. The 1996
Telecom Act limited the class of complainants regarding cable programming
service tier rates to franchising authorities only, and ended FCC regulation of
cable programming service tier rates on March 31, 1999. The 1996 Telecom Act
also relaxes existing uniform rate requirements by specifying that such
requirements do not apply where the operator faces effective competition, and by
exempting bulk discounts to multiple dwelling units, although complaints about
predatory pricing may be lodged with the FCC.
The FCC's implementing regulations contain standards for the regulation
of basic service rates. Local franchising authorities and the FCC, respectively,
are empowered to order a reduction of existing rates which exceed the maximum
permitted level for basic services and associated equipment, and refunds can be
required. The FCC adopted a benchmark price cap system for measuring the
reasonableness of existing basic service rates. Alternatively, cable operators
have the opportunity to make cost-of-service showings which, in some cases, may
justify rates above the applicable benchmarks. The rules also require that
charges for cable-related equipment, converter boxes and remote control devices,
for example, and installation services be unbundled from the provision of cable
service and based upon actual costs plus a reasonable profit. The regulations
also provide that future rate increases may not exceed an inflation-indexed
amount, plus increases in certain costs beyond the cable operator's control,
such as taxes, franchise fees and increased programming costs. Cost-based
adjustments to these capped rates can also be made in the event a cable
television operator adds or deletes channels. There is also a streamlined cost-
of-service methodology available to justify a rate increase on the basic tier
for "significant" system upgrades.
As a further alternative, in 1995 the FCC adopted a simplified cost-of-
service methodology which can be used by "small cable systems" owned by "small
cable companies." A "small system" is defined as a cable television system which
has, on a headend basis, 15,000 or fewer basic customers. A "small cable
company" is defined as an entity serving a total of 400,000 or fewer basic
customers that is not affiliated with a larger cable television company, that is
to say that a larger cable television company does not own more
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than a 20 percent equity share or exercise de jure control. This small system
rate-setting methodology almost always results in rates that exceed those
produced by the cost-of-service rules applicable to larger cable television
operators. Once the initial rates are set they can be adjusted periodically for
inflation and external cost changes as described above. When an eligible "small
system" grows larger than 15,000 basic customers, it can maintain its then
current rates but it cannot increase its rates in the normal course until an
increase would be warranted under the rules applicable to systems that have more
than 15,000 customers. When a "small cable company" grows larger than 400,000
basic customers, the qualified systems it then owns will not lose their small
system eligibility. If a small cable company sells a qualified system, or if the
company itself is sold, the qualified systems retain that status even if the
acquiring company is not a small cable company. We were a "small cable company"
prior to the October 30, 1998 completion of the AT&T Broadband transaction but
we no longer enjoy this status and as a result, we are no longer entitled to
this benefit. However, as noted above, the systems with less than 15,000
customers owned by us prior to the completion of the AT&T Broadband transaction
remain eligible for "small system" rate regulation.
Finally, there are regulations which require cable television systems to
permit customers to purchase video programming on a per channel or a per program
basis without the necessity of subscribing to any tier of service, other than
the basic service tier, unless the cable television system is technically
incapable of doing so. Generally, this exemption from compliance with the
statute for cable television systems that do not have such technical capability
is available until a cable television system obtains the capability, but not
later than December 2002.
Carriage of Broadcast Television Signals
The 1992 Cable Act contains signal carriage requirements which allow
commercial television broadcast stations that are "local" to a cable television
system, that is to say that the system is located in the station's area of
dominant influence, to elect every three years whether to require the cable
television system to carry the station, subject to certain exceptions, or
whether the cable television system will have to negotiate for "retransmission
consent" to carry the station. The next election between must-carry and
retransmission consent will be October 1, 2002. A cable television system is
generally required to devote up to one-third of its activated channel capacity
for the carriage of local commercial television stations whether pursuant to
mandatory carriage requirements or the retransmission consent requirements of
the 1992 Cable Act. Local non-commercial television stations are also given
mandatory carriage rights, subject to certain exceptions, within the larger of:
(i) a 50 mile radius from the station's city of license; or (ii) the station's
Grade B contour, a measure of signal strength. Unlike commercial stations,
noncommercial stations are not given the option to negotiate retransmission
consent for the carriage of their signal. In addition, cable television systems
have to obtain retransmission consent for the carriage of all "distant"
commercial broadcast stations, except for certain "superstations," which are
commercial satellite-delivered independent stations such as WGN. To date,
compliance with the "retransmission consent" and "must carry" provisions of the
1992 Cable Act has not had a material effect on us, although this result may
change in the future depending on such factors as market conditions, channel
capacity and similar matters when such arrangements are renegotiated. The FCC
recently completed a rulemaking proceeding on the carriage of television signals
in high definition and digital formats. The outcome of this proceeding could
have a material effect on the number of services that a cable operator will be
required to carry. Local television broadcast stations transmitting solely in a
digital format are entitled to carriage. Stations transmitting in both digital
and analog formats, which is permitted during the current transition period,
have no carriage rights for the digital format during the transition.
Deletion of Certain Programming
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Cable television systems that have 1,000 or more customers must, upon the
appropriate request of a local television station, delete the simultaneous or
nonsimultaneous network programming of a distant station when such programming
has also been contracted for by the local station on an exclusive basis. FCC
regulations also enable television stations that have obtained exclusive
distribution rights for syndicated programming in their market to require a
cable television system to delete or "black out" such programming from other
television stations which are carried by the cable television system.
Franchise Fees
Although franchising authorities may impose franchise fees under the 1984
Cable Act, such payments cannot exceed 5% of a cable television system's annual
gross revenues. Under the 1996 Telecom Act, franchising authorities may not
exact franchise fees from revenues derived from telecommunications services,
although they may be able to exact some additional compensation for the use of
public rights-of-way. Franchising authorities are also empowered, in awarding
new franchises or renewing existing franchises, to require cable television
operators to provide cable-related facilities and equipment and to enforce
compliance with voluntary commitments. In the case of franchises in effect prior
to the effective date of the 1984 Cable Act, franchising authorities may enforce
requirements contained in the franchise relating to facilities, equipment and
services, whether or not cable-related. The 1984 Cable Act, under certain
limited circumstances, permits a cable operator to obtain modifications of
franchise obligations.
Renewal of Franchises
The 1984 Cable Act and the 1992 Cable Act establish renewal procedures
and criteria designed to protect incumbent franchisees against arbitrary denials
of renewal and to provide specific grounds for franchising authorities to
consider in making renewal decisions, including a franchisee's performance under
the franchise and community needs. Even after the formal renewal procedures are
invoked, franchising authorities and cable television operators remain free to
negotiate a renewal outside the formal process. Nevertheless, renewal is by no
means assured, as the franchisee must meet certain statutory standards. Even if
a franchise is renewed, a franchising authority may impose new and more onerous
requirements such as upgrading facilities and equipment, although the
municipality must take into account the cost of meeting such requirements.
Similarly, if a franchising authority's consent is required for the purchase or
sale of a cable television system or franchises, such authority may attempt to
impose burdensome or onerous franchise requirements in connection with a request
for such consent. Historically, franchises have been renewed for cable
television operators that have provided satisfactory services and have complied
with the terms of their franchises. At this time, we are not aware of any
current or past material failure on our part to comply with our franchise
agreements. We believe that we have generally complied with the terms of our
franchises and have provided quality levels of service.
The 1992 Cable Act makes several changes to the process under which a
cable television operator seeks to enforce its renewal rights which could make
it easier in some cases for a franchising authority to deny renewal. Franchising
authorities may consider the "level" of programming service provided by a cable
television operator in deciding whether to renew. For alleged franchise
violations occurring after December 29, 1984, franchising authorities are no
longer precluded from denying renewal based on failure to substantially comply
with the material terms of the franchise where the franchising authority has
"effectively acquiesced" to such past violations. Rather, the franchising
authority is estopped if, after giving the cable television operator notice and
opportunity to cure, it fails to respond to a written notice from the cable
television operator of its failure or inability to cure. Courts may not reverse
a denial of renewal based on procedural violations found to be "harmless error."
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Channel Set-Asides
The 1984 Cable Act permits local franchising authorities to require cable
television operators to set aside certain television channels for public,
educational and governmental access programming. The 1984 Cable Act further
requires cable television systems with thirty-six or more activated channels to
designate a portion of their channel capacity for commercial leased access by
unaffiliated third parties to provide programming that may compete with services
offered by the cable television operator. The 1992 Cable Act requires leased
access rates to be set according to a formula determined by the FCC.
Ownership
The 1996 Telecom Act repealed the statutory ban against local exchange
carriers providing video programming directly to customers within their local
exchange telephone service areas. Consequently, the 1996 Telecom Act permits
telephone companies to compete directly with operations of cable television
systems. Under the 1996 Telecom Act and FCC rules adopted to implement the 1996
Telecom Act, local exchange carriers may provide video service as broadcasters,
common carriers, or cable operators. In addition, local exchange carriers and
others may also provide video service through "open video systems," a regulatory
regime that may give them more flexibility than traditional cable television
systems. Open video system operators (including local exchange carriers) can,
however, be required to obtain a local cable franchise, and they can be required
to make payments to local governmental bodies in lieu of cable franchise fees.
In general, open video system operators must make their systems available to
programming providers on rates, terms and conditions that are reasonable and
nondiscriminatory. Where carriage demand by programming providers exceeds the
channel capacity of an open video system, two-thirds of the channels must be
made available to programmers unaffiliated with the open video system operator.
The 1996 Telecom Act generally prohibits local exchange carriers from
purchasing a greater than 10% ownership interest in a cable television system
located within the local exchange carrier's telephone service area, prohibits
cable operators from purchasing local exchange carriers whose service areas are
located within the cable operator's franchise area, and prohibits joint ventures
between operators of cable television systems and local exchange carriers
operating in overlapping markets. There are some statutory exceptions, including
a rural exemption that permits buyouts in which the purchased cable television
system or local exchange carrier serves a non-urban area with fewer than 35,000
inhabitants, and exemptions for the purchase of small cable television systems
located in non-urban areas. Also, the FCC may grant waivers of the buyout
provisions in certain circumstances.
The 1996 Telecom Act made several other changes to relax ownership
restrictions and regulations of cable television systems. The 1996 Telecom Act
repealed the 1992 Cable Act's three-year holding requirement pertaining to sales
of cable television systems. The statutory broadcast/cable cross-ownership
restrictions imposed under the 1984 Cable Act have been eliminated, although the
FCC's regulations prohibiting broadcast/cable common-ownership currently remain
in effect. The FCC's rules also generally prohibit cable operators from offering
satellite master antenna service separate from their franchised systems in the
same franchise area, unless the cable operator is subject to "effective
competition" there.
The 1996 Telecom Act amended the definition of a "cable system" under the
Communications Act so that competitive providers of video services will be
regulated and franchised as "cable systems" only if they use public rights-of-
way. Thus, a broader class of entities providing video programming may be exempt
from regulation as cable television systems under the Communications Act.
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Pursuant to the 1992 Cable Act, the FCC has imposed limits on the number
of subscribers which a single cable television operator can serve. In general,
no cable television operator can have an attributable interest in cable
television systems which serve more than 30% of all multichannel video
programming subscribers nationwide. Attributable interests for these purposes
include voting interests of 5% or more, unless there is another single holder of
more than 50% of the voting stock, officerships, directorships and general
partnership interests. The FCC has also adopted rules which limit the number of
channels on a cable television system which can be occupied by national video
programming services in which the entity which owns the cable television system
has an attributable interest. The limit is 40% of the first 75 activated
channels. The U.S. Court of Appeals for District of Columbia Circuit upheld the
constitutionality of these rules. A petition for certiorari has been denied by
the Supreme Court. The U.S. Court of Appeals for District of Columbia Circuit
has recently decided an appeal on the rules themselves. In that decision, the
Court reversed and remanded the horizontal and vertical ownership for further
proceedings.
The 1996 Telecom Act provides that registered utility holding companies
and subsidiaries may provide telecommunications services, including cable
television, notwithstanding the Public Utilities Holding Company Act of 1935, as
amended. Electric utilities must establish separate subsidiaries known as
"exempt telecommunications companies" and must apply to the FCC for operating
authority. Due to their resources, electric utilities could be formidable
competitors to traditional cable television systems.
Access to Programming
The 1992 Cable Act imposed restrictions on the dealings between cable
operators and cable programmers. Of special significance from a competitive
business posture, the 1992 Cable Act precludes video programmers affiliated with
cable companies from favoring their affiliated cable operators over competitors
and requires such programmers to sell their programming to other multichannel
video distributors. This provision limits the ability of vertically integrated
cable programmers to offer exclusive programming arrangements to cable
companies. The prohibition on certain types of exclusive programming
arrangements is set to expire on October 5, 2002, unless the FCC determines that
extension of the prohibition is necessary to preserve and protect competition in
video programming distribution. We expect the FCC to make a determination on
this issue in 2001.
Privacy
The 1984 Cable Act imposes a number of restrictions on the manner in
which cable television operators can collect and disclose data about individual
system customers. The statute also requires that the system operator
periodically provide all customers with written information about its policies
regarding the collection and handling of data about customers, their privacy
rights under federal law and their enforcement rights. In the event that a cable
television operator was found to have violated the customer privacy provisions
of the 1984 Cable Act, it could be required to pay damages, attorneys' fees and
other costs. Under the 1992 Cable Act, the privacy requirements were
strengthened to require that cable television operators take such actions as are
necessary to prevent unauthorized access to personally identifiable information.
Franchise Transfers
The 1992 Cable Act requires franchising authorities to act on any
franchise transfer request submitted after December 4, 1992 within 120 days
after receipt of all information required by FCC regulations and by the
franchising authority. Approval is deemed to be granted if the franchising
authority fails to act within such period.
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Technical Requirements
The FCC has imposed technical standards applicable to all classes of
channels which carry downstream National Television System Committee video
programming. The FCC also has adopted additional standards applicable to cable
television systems using frequencies in the 108 to 137 MHz and 225 to 400 MHz
bands in order to prevent harmful interference with aeronautical navigation and
safety radio services and has also established limits on cable television system
signal leakage. Periodic testing by cable television operators for compliance
with the technical standards and signal leakage limits is required and an annual
filing of the results of these measurements is required. The 1992 Cable Act
requires the FCC to periodically update its technical standards to take into
account changes in technology. Under the 1996 Telecom Act, local franchising
authorities may not prohibit, condition or restrict a cable television system's
use of any type of customer equipment or transmission technology.
The FCC has adopted regulations to implement the requirements of the 1992
Cable Act designed to improve the compatibility of cable television systems and
consumer electronics equipment. These regulations, among other things, generally
prohibit cable television operators from scrambling their basic service tier.
The 1996 Telecom Act directs the FCC to set only minimal standards to assure
compatibility between television sets, VCRs and cable television systems, and
otherwise to rely on the marketplace. Pursuant to the 1992 Cable Act, the FCC
has adopted rules to assure the competitive availability to consumers of
customer premises equipment, such as converters, used to access the services
offered by cable television systems and other multichannel video programming
distributors. Pursuant to those rules, consumers are given the right to attach
compatible equipment to the facilities of their multichannel video programming
distributors so long as the equipment does not harm the network, does not
interfere with the services purchased by other customers and is not used to
receive unauthorized services. As of July 1, 2000, multichannel video
programming distributors, other than operators of direct broadcast satellite
television systems, are required to separate security from non-security
functions in the customer premises equipment which they sell or lease to their
customers and offer their customers the option of using component security
modules obtained from the multichannel video programming distributors with set-
top units purchased or leased from retail outlets. As of January 1, 2005,
multichannel video programming distributors will be prohibited from distributing
new set-top equipment integrating both security and non-security functions to
their customers.
Pursuant to the 1992 Cable Act, the FCC has adopted rules implementing an
emergency alert system. The rules require all cable television systems to
provide an audio and video emergency alert system message on at least one
programmed channel and a video interruption and an audio alert message on all
programmed channels. The audio alert message is required to state which channel
is carrying the full audio and video emergency alert system message. The FCC
rules permit cable television systems either to provide a separate means of
alerting persons with hearing disabilities of emergency alert system messages,
such as a terminal that displays emergency alert system messages and activates
other alerting mechanisms or lights, or to provide audio and video emergency
alert system messages on all channels. Cable television systems with 10,000 or
more basic customers per headend were required to install EAS equipment capable
of providing audio and video emergency alert system messages on all programmed
channels by December 31, 1998. Cable television systems with 5,000 or more but
fewer than 10,000 basic customers per headend will have until October 1, 2002 to
comply with that requirement. Cable television systems with fewer than 5,000
basic customers per headend will have a choice of providing either a national
level emergency alert system message on all programmed channels or installing
emergency alert system equipment capable of providing audio alert messages on
all programmed channels, a video interrupt on all channels, and an audio and
video emergency alert system message on one programmed channel. This must be
accomplished by October 1, 2002.
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Inside Wiring; Customer Access
In a 1997 order, the FCC established rules that require an incumbent
cable operator upon expiration of a multiple dwelling unit service contract to
sell, abandon, or remove "home run" wiring that was installed by the cable
operator in a multiple dwelling unit building. These inside wiring rules are
expected to assist building owners in their attempts to replace existing cable
operators with new programming providers who are willing to pay the building
owner a higher fee, where such a fee is permissible. Additionally, the FCC has
proposed to restrict exclusive contracts between building owners and cable
operators or other multichannel video programming distributors. The FCC has also
issued an order preempting state, local and private restrictions on over- the-
air reception antennas placed on rental properties in areas where a tenant has
exclusive use of the property, such as balconies or patios. However, tenants may
not install such antennas on the common areas of multiple dwelling units, such
as on roofs. This order limits the extent to which multiple dwelling unit owners
may enforce certain aspects of multiple dwelling unit agreements which otherwise
would prohibit, for example, placement of direct broadcast satellite television
systems television receiving antennae in multiple dwelling unit areas, such as
apartment balconies or patios, under the exclusive occupancy of a renter.
Pole Attachments
The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles unless state public service commissions
are able to demonstrate that they adequately regulate the rates, terms and
conditions of cable television pole attachments. A number of states and the
District of Columbia have certified to the FCC that they adequately regulate the
rates, terms and conditions for pole attachments. Illinois, Ohio and Kentucky,
states in which we operate, have made such a certification. In the absence of
state regulation, the FCC administers such pole attachment and conduit use rates
through use of a formula which it has devised. Pursuant to the 1996 Telecom Act,
the FCC has adopted a new rate formula for any attaching party, including cable
television systems, which offers telecommunications services. This new formula
will result in higher attachment rates than at present, but they will apply only
to cable television systems which elect to offer telecommunications services.
Any increases pursuant to this new formula begin in 2001, and will be phased in
by equal increments over the five ensuing years. The FCC ruled that the
provision of Internet services will not, in and of itself, trigger use of the
new formula. However, the U.S. Court of Appeals for the Eleventh Circuit held
that, since Internet provision is neither a "cable service" or a
"telecommunications service," neither rate formula applies and, therefore,
public utilities are free to charge what they please. The Supreme Court has
agreed to review this decision. The FCC has also initiated a proceeding to
determine whether it should adjust certain elements of the current rate formula.
If adopted, these adjustments could increase rates for pole attachments and
conduit space.
Other FCC Matters
FCC regulation pursuant to the Communications Act also includes matters
regarding a cable television system's carriage of local sports programming;
restrictions on origination and cablecasting by cable television operators;
rules governing political broadcasts; equal employment opportunity; deletion of
syndicated programming; registration procedure and reporting requirements;
customer service; closed captioning; obscenity and indecency; program access and
exclusivity arrangements; and limitations on advertising contained in
nonbroadcast children's programming.
The FCC has recently issued a Notice of Inquiry covering a wide range of
issues relating to Interactive Television ("ITV"). Examples of ITV services are
interactive electronic program guides and access to a graphic interface that
provides supplementary information related to the video display. In the near
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term, cable systems are likely to be the platform of choice for the distribution
of ITV services. The FCC has posed a series of questions including the
definition of ITV, the potential for discrimination by cable systems in favor of
affiliated ITV providers, enforcement mechanisms, and the proper regulatory
classification of ITV service.
Copyright
Cable television systems are subject to federal copyright licensing
covering carriage of broadcast signals. In exchange for making semi-annual
payments to a federal copyright royalty pool and meeting certain other
obligations, cable television operators obtain a statutory license to retransmit
broadcast signals. The amount of this royalty payment varies, depending on the
amount of system revenues from certain sources, the number of distant signals
carried, and the location of the cable television system with respect to over-
the-air television stations. Any future adjustment to the copyright royalty
rates will be done through an arbitration process to be supervised by the U.S.
Copyright Office. Cable television operators are liable for interest on
underpaid and unpaid royalty fees, but are not entitled to collect interest on
refunds received for overpayment of copyright fees.
Various bills have been introduced into Congress over the past several
years that would eliminate or modify the cable television compulsory license.
Without the compulsory license, cable television operators would have to
negotiate rights from the copyright owners for all of the programming on the
broadcast stations carried by cable television systems. Such negotiated
agreements would likely increase the cost to cable television operators of
carrying broadcast signals. The 1992 Cable Act's retransmission consent
provisions expressly provide that retransmission consent agreements between
television broadcast stations and cable television operators do not obviate the
need for cable operators to obtain a copyright license for the programming
carried on each broadcaster's signal.
Copyrighted music performed in programming supplied to cable television
systems by pay cable networks, such as HBO, and basic cable networks, such as
USA Network, is licensed by the networks through private agreements with the
American Society of Composers and Publishers, generally known as ASCAP, and BMI,
Inc., the two major performing rights organizations in the United States. Both
the American Society of Composers and Publishers and BMI offer "through to the
viewer" licenses to the cable networks which cover the retransmission of the
cable networks' programming by cable television systems to their customers.
Licenses to perform copyrighted music by cable television systems
themselves, including on local origination channels, in advertisements inserted
locally on cable television networks, and in cross-promotional announcements,
must be obtained by the cable television operator from the American Society of
Composers and Publishers, BMI and/or SESAC, Inc.
State and Local Regulation
Cable television systems generally are operated pursuant to nonexclusive
franchises, permits or licenses granted by a municipality or other state or
local government entity. The terms and conditions of franchises vary materially
from jurisdiction to jurisdiction, and even from city to city within the same
state, historically ranging from reasonable to highly restrictive or burdensome.
Franchises generally contain provisions governing fees to be paid to the
franchising authority, length of the franchise term, renewal, sale or transfer
of the franchise, territory of the franchise, design and technical performance
of the system, use and occupancy of public streets and number and types of cable
television services provided. The terms and conditions of each franchise and the
laws and regulations under which it was granted directly affect the
19
profitability of the cable television system. The 1984 Cable Act places certain
limitations on a franchising authority's ability to control the operation of a
cable television system. The 1992 Cable Act prohibits exclusive franchises, and
allows franchising authorities to exercise greater control over the operation of
franchised cable television systems, especially in the area of customer service
and rate regulation. The 1992 Cable Act also allows franchising authorities to
operate their own multichannel video distribution system without having to
obtain a franchise and permits states or local franchising authorities to adopt
certain restrictions on the ownership of cable television systems. Moreover,
franchising authorities are immunized from monetary damage awards arising from
regulation of cable television systems or decisions made on franchise grants,
renewals, transfers and amendments. The 1996 Telecom Act prohibits a franchising
authority from either requiring or limiting a cable television operator's
provision of telecommunications services.
Various proposals have been introduced at the state and local levels with
regard to the regulation of cable television systems, and a number of states
have adopted legislation subjecting cable television systems to the jurisdiction
of centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. To date, none of the states in
which we currently operate has enacted state level regulation.
The foregoing describes all material present and proposed federal, state
and local regulations and legislation relating to the cable television industry.
Other existing federal regulations, copyright licensing and, in many
jurisdictions, state and local franchise requirements, currently are the subject
of a variety of judicial proceedings, legislative hearings and administrative
and legislative proposals which could change, in varying degrees, the manner in
which cable television systems operate. Neither the outcome of these proceedings
nor their impact upon the cable television industry or us can be predicted at
this time.
Internet Access Service
We offer a service which enables consumers to access the Internet at high
speeds via high capacity broadband transmission facilities and cable modems. We
compete with many other providers of Internet access services which are known as
Internet service providers. Internet service providers include such companies as
America Online and Mindspring Enterprises as well as major telecommunications
providers, including AT&T and local exchange telephone companies. Recently,
several Internet service providers asked the FCC as well as local authorities to
require cable companies offering Internet access services over their broadband
facilities to allow access to those facilities on an unbundled basis to other
Internet service providers. In a recent report on the deployment of advanced
telecommunications capability under Section 706 of the 1996 Telecom Act, the FCC
declined to convene a proceeding to consider whether to impose such an access
requirement on cable companies. However, the FCC indicated that it would
continue to monitor the issue of broadband deployment and, to that end, the FCC
has recently issued a notice of inquiry in which it asks, among other things,
questions regarding what regulatory approach it should pursue. Also, the FCC
denied requests by certain Internet service providers that it condition its
approval of the merger of AT&T Broadband and TCI, now known as AT&T Broadband,
on a requirement that those companies allow access by Internet service providers
to their broadband facilities. Several local jurisdictions also are reviewing
this issue. Last year, the Ninth Circuit overturned a requirement, imposed by a
local franchising authority in the context of a franchise transfer, that the
cable operator, if it chooses to provide Internet service, must provide open
access to its system for other Internet service providers on the ground that
Internet access is not a cable service and thus is not subject to local
franchising authority regulation. U.S. District Courts in Virginia and Florida
have also held that a local franchising authority cannot impose an open access
requirement. An appeal from the Virginia ruling is pending before the Fourth
Circuit.
20
There are currently few laws or regulations which specifically regulate
communications or commerce over the Internet. Section 230 of the Communications
Act, added to that act by the 1996 Telecom Act, declares it to be the policy of
the United States to promote the continued development of the Internet and other
interactive computer services and interactive media, and to preserve the vibrant
and competitive free market that presently exists for the Internet and other
interactive computer services, unfettered by federal or state regulation. One
area in which Congress did attempt to regulate content over the Internet
involved the dissemination of obscene or indecent materials. The provisions of
the 1996 Telecom Act, generally referred to as the Communications Decency Act,
were found to be unconstitutional, in part, by the United States Supreme Court
in 1997. In response, Congress passed the Child Online Protection Act. The
constitutionality of this act is currently being challenged in the courts.
Local Telecommunications Services
The 1996 Telecom Act provides that no state or local laws or regulations
may prohibit or have the effect of prohibiting any entity from providing any
interstate or intrastate telecommunications service. States are authorized,
however, to impose "competitively neutral" requirements regarding universal
service, public safety and welfare, service quality and consumer protection.
State and local governments also retain their authority to manage the public
rights-of-way and may require fair and reasonable, competitively neutral and
non-discriminatory compensation for management of the public rights-of-way when
cable operators provide telecommunications service. State and local governments
must publicly disclose such required payments.
We have entered into a ten-year agreement with AT&T Broadband that will
allow AT&T Broadband to provide to customers telephony services using our
network infrastructure and AT&T Broadband's switching and long distance
transport facilities. Local telecommunications service is subject to regulation
by state utility commissions. Use of local telecommunications facilities to
originate and terminate long distance services, a service commonly referred to
as "exchange access," is subject to regulation both by the FCC and by state
utility commissions. As a provider of local exchange service, AT&T Broadband
would be subject to the requirements imposed upon local exchange carriers by the
1996 Telecom Act. These include requirements governing resale, telephone number
portability, dialing parity, access to rights-of-way and reciprocal
compensation. AT&T Broadband's ability to successfully offer local
telecommunications service will be dependent, in part, on the opening of local
telephone networks by incumbent local telephone companies as required of them by
the 1996 Telecom Act.
In January 1999, the United States Supreme Court reversed and vacated in
part an earlier decision of a federal court of appeals striking down portions of
the FCC's 1996 rules governing local telecommunications competition. The Supreme
Court held that the FCC has authority under the Communications Act to establish
rules to govern the pricing of facilities and services provided by incumbent
local exchange carriers ("ILECs") to open their local networks to competition.
However, on July 18, 2000, the United States Court of Appeals for the Eighth
Circuit vacated several FCC rules concerning interconnection and pricing of ILEC
network elements, including a rule that mandates that ILECs set prices for
unbundled network elements at the lowest cost network configuration, and another
rule that would have required the ILECs to bundle combinations of network
elements at the competing carrier's request. The U.S. Supreme Court decided to
review this decision (consolidated with four other lower court challenges to the
FCC's interconnection rules) in its next session, which commences in October
2001. In April 2000, the FCC ruled that incumbent local exchange carriers must
use their "best efforts" to acquire intellectual property rights from third
party vendors for the benefit of a competing carrier seeking unbundled access to
network elements associated with such intellectual property rights.
21
Item 2. Properties
The System's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and decoding
devices, headend and distribution systems and customer house drop equipment for
its cable television systems. The signal receiving apparatus includes a tower,
antenna, ancillary electronic equipment and earth stations for reception of
satellite signals. The headend, consisting of associated electronic equipment
necessary for the reception, amplification and modulation of signals, is located
near the receiving devices. Most basic customers of the System utilize
converters that can be addressed by sending coded signals from the headend
facility over the cable network. The System's distribution system consists
primarily of coaxial and fiber optic cables and related electronic equipment.
The System owns parcels of real property for signal reception sites (one
antenna tower and one headend). The System also leases one small office and one
hub location. Management believes that its properties, both owned and leased,
are in suitable condition adequate for the System's operations.
The System's cables generally are attached to utility poles under pole
rental agreements with local public utilities, although in some areas the
distribution cable is buried in underground ducts or trenches. The physical
components of the System require periodic upgrading to improve system
performance and capacity.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which any of the
Registrants is a party or to which any of their properties are subject.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the holders of the Senior
Notes during the three months ended December 31, 2000.
22
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
There is no public trading market for the equity of Coaxial, Phoenix and
Insight Ohio. There are three, holders each of the equity of Coaxial and Phoenix
and the common equity of Insight Ohio is held by Insight Holdings of Ohio, LLC,
a wholly-owned subsidiary of Insight Midwest, L.P.
23
Item 6. Selected Financial Data
The following tables present selected historical financial data for Coaxial
and Phoenix as of and for the five years ended December 31, 2000 and selected
historical financial data for Insight Ohio as of and for the years ended
December 31, 2000, 1999 and 1998. As a result of the August 8, 2000 purchase by
Insight of the remaining 25% common equity interest in Insight Ohio and certain
amendments to Insight Ohio's operating agreement, the 2000 operating results of
Coaxial include the operating results of Insight Ohio only through August 8,
2000. The financial information of the Central Ohio Cable System Operating Unit
is presented as it represents the predecessor to Insight Ohio. These tables
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
the notes thereto included elsewhere in this report.
Coaxial Communications of Central Ohio, Inc.
(dollars in thousands, except subscriber data)
Year Ended December 31,
-----------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- ------
Statement of Operations Data:
Revenues................................................ $ 28,096 $ 46,747 $ 47,956 $ 48,229 $ 50,418
------- ------- ------- ------- -------
Operating expenses:
Service and administrative............................. 16,569 26,184 27,832 27,391 25,236
Severance and transaction structure costs.............. - - 4,822 - -
Management fee......................................... 862 1,435 493 - -
Home office............................................ - - 1,370 1,498 1,697
Depreciation and amortization.......................... 5,980 7,301 5,311 5,256 5,350
-------- -------- -------- -------- --------
Total operating expenses........................... 23,411 34,920 39,828 34,145 32,283
-------- -------- -------- -------- -------
Operating income........................................ 4,685 11,827 8,128 14,084 18,135
Interest expense, net.................................. 4,325 3,741 1,622 1,230 426
Gain on sale of common equity interest(1).............. 171,460 - - - -
Dividend on preferred interest......................... 7,882 - - - -
Other expense (income) 31 (92) 421 271 248
-------- -------- -------- -------- --------
Net income before
Extraordinary item..................................... 179,733 8,178 6,085 12,583 17,461
Extraordinary item - loss on debt retirement........... - - (847) - -
-------- -------- -------- -------- --------
Net income.............................................. $179,733 $ 8,178 $ 5,238 $ 12,583 $ 17,461
======== ======== ======== ======== ========
Financial Ratios and Other Data:
System Cash Flow (2).................................... $ 20,171 $ 20,563 $ 20,124 $ 20,838 $ 25,182
System Cash Flow margin................................. 40.5% 43.9% 42.0% 43.2% 49.9%
Operating Cash Flow (3)................................. 18,678 19,128 18,261 19,340 23,485
Capital expenditures.................................... 35,982 26,656 7,369 5,570 5,998
Net cash provided by operating activities............... 7,224 19,043 12,596 18,622 24,369
Net cash used in investing activities................... 20,950 26,754 3,470 15,242 19,551
Net cash provided by (used) in financing activities..... 12,844 (116) (991) (3,712) (4,582)
Operating Data: (at end of period, except average and
annualized data)
Homes passed (4)........................................ 184,427 178,310 171,753 166,306 161,018
Basic subscribers (5)................................... 85,415 84,236 87,637 91,873 88,056
Basic penetration (6)................................... 46.3% 47.2% 51.0% 55.2% 54.7%
Premium service units (7)............................... 84,648 98,202 90,032 80,013 68,720
Premium penetration (8)................................. 99.1% 116.6% 102.7% 87.1% 78.0%
Average monthly revenue per basic subscriber (9)........ $ 48.87 $ 45.33 $ 44.52 $ 44.67 $ 48.27
System Cash Flow per basic subscriber (10).............. $ 237.83 $ 239.28 $ 224.21 $ 231.62 $ 289.28
Balance Sheet Data: (at the end of the period)
Total assets............................................ $205,195 $ 57,984 $ 45,063 $109,655 $102,099
Total debt.............................................. 34,435 45,551 35,692 47,236 50,442
Total liabilities....................................... 35,726 61,392 45,723 55,328 59,767
Total shareholders' equity (deficit).................... 169,469 (3,408) (660) 54,327 42,332
24
Phoenix Associates
(dollars in thousands)
Year ended December 31,
----------------------
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
Statement of Operations Data:
Operating loss:
Interest and amortization
expense, net.................... $ 10,834 $ 10,866 $ 12,350 $ 12,094 $ 12,490
Other expense.................... - - 61 89 106
--------- --------- --------- --------- ---------
Net loss before extraordinary item.. (10,834) (10,866) (12,411) (12,183) (12,596)
Extraordinary item.................. - - 100 3,315 -
--------- --------- --------- --------- ---------
Net loss............................ $ (10,834) $ (10,866) $ (12,311) $ (8,868) $ (12,596)
========= ========= ========= ========= =========
Balance Sheet Data: (at end of period)
Total assets........................ $ 4,008 $ 4,344 $ 4,413 $ 7,954 $ 9,218
Total debt.......................... 105,565 105,565 105,565 178,365 170,762
Total liabilities................... 109,524 109,582 109,406 178,366 170,762
Total partners' deficit............. (105,516) (105,238) (104,993) (170,412) (161,544)
25
Insight Communications of Central Ohio, LLC
(dollars in thousands, except subscriber data)
Insight Communications of Central Ohio Cable
Central Ohio, LLC System Operating Unit
----------------- ---------------------
Year Ended December 31,
-----------------------
2000 1999 1998 1997 1996
--------- --------- --------- -------- --------
Statement of Operations Data: $ 49,749 $ 46,747 $ 47,956 $ 48,229 $ 50,418
Revenues
Operating expenses:
Programming and other operating costs 19,027 16,446 17,682 17,530 16,151
Selling, general and administrative 10,551 9,738 10,149 9,861 9,085
Severance and transaction structure costs - - 4,822 - -
Management fee 1,493 1,435 493 - -
Home office - - 1,371 1,498 1,697
Depreciation and amortization 10,882 7,148 5,311 5,238 5,334
--------- --------- --------- -------- --------
Total operating expenses 41,953 34,767 39,828 34,127 32,267
--------- --------- --------- -------- --------
Operating income 7,796 11,980 8,128 14,102 18,151
Interest expense (income), net 1,792 297 (59) (70) (29)
Other expense (income) 274 (92) 422 271 248
--------- --------- --------- -------- --------
Net income $ 5,730 $ 11,775 $ 7,765 $ 13,901 $ 17,932
========= ========= ========= ======== ========
Financial Ratios and Other Data:
System Cash Flow (2) $ 20,171 $ 20,563 $ 20,125 $ 20,838 $ 25,182
System Cash Flow margin 40.5% 43.9% 42.0% 43.2% 49.9%
Operating Cash Flow (3) 18,678 19,128 18,261 19,340 23,485
Capital expenditures 35,982 26,656 7,369 5,529 5,992
Net cash provided by operating activities 15,995 22,425 14,399 19,454 21,975
Net cash used in investing activities 36,073 26,754 6,679 5,554 5,711
Net cash provided by (used) in financing activities 20,365 (1,498) (1,585) (14,232) (16,028)
Operating Data: (at end of period, except average
and annualized data)
Homes passed (4) 184,427 178,310 171,753 166,306 161,018
Basic subscribers (5) 85,415 84,236 87,637 91,873 88,056
Basic penetration (6) 46.3% 47.2% 51.0% 55.2% 54.7%
Premium service units (7) 84,648 98,202 90,032 80,013 68,720
Premium penetration (8) 99.1% 116.6% 102.7% 87.1% 78.0%
Average monthly revenue per basic subscriber (9) $ 48.87 $ 45.33 $44.52 $ 44.67 $ 48.27
System Cash Flow per basic subscriber (10) $ 237.83 $ 239.28 $224.22 $ 231.62 $ 289.28
Balance Sheet Data: (at end of the period)
Total assets $ 83,359 $ 56,964 $ 41,967 $ 33,553 $ 34,062
Total debt 25,000 11,117 228 407 615
Total other liabilities 20,164 19,899 15,248 7,982 8,425
Total preferred interests 180,281 175,556 171,438 - -
Total liabilities and preferred interests 225,445 206,455 186,686 - -
Total member's deficit (142,086) (149,491) (144,719) - -
Net assets to be contributed - - - 25,571 25,637
26
Notes To Selected Financial and Operating Data
(1) Represent gain on sale of remaining equity interests in Insight Ohio to
Insight Inc.
(2) Represents Operating Cash Flow (as defined below in Note 2) plus home office
expense for periods prior to the acquisition of the System, and Operating Cash
Flow plus management fees for periods after or which give effect to the
acquisition of the System. Management believes that System Cash Flow is a
meaningful measure of performance because it 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, System Cash
Flow 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 generally accepted accounting
principles. System Cash Flow, as computed by management, is not necessarily
comparable to similarly titled amounts of other companies. See the financial
statements, including the Statements of Cash Flows, included elsewhere in this
Report.
(3) Represents earnings before depreciation, amortization, severance and
transaction structure costs, interest expense, other expenses, and extraordinary
item. Management believes that Operating Cash Flow is a meaningful measure of
performance because it 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, Operating Cash Flow 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 generally accepted accounting principles.
Operating Cash Flow, as computed by management, is not necessarily comparable to
similarly titled amounts of other companies. See the financial statements,
including the Statements of Cash Flows included elsewhere in this Report.
(4) Refers to estimates by management of the approximate number of dwelling
units in a particular community that can be connected to the System.
(5) A home with one or more television sets connected to a cable system is
counted as one basic subscriber. Bulk accounts are included on an equivalent
basic unit basis in which the total monthly bill for the account is divided by
the basic monthly charge for a single outlet in the area.
(6) Calculated as basic subscribers as a percentage of homes passed.
(7) Includes only single channel services offered for a monthly fee per channel
and does not include tiers of channels offered as a package for a single monthly
fee. A subscriber may purchase more than one premium service, each of which is
counted as a separate premium service unit.
(8) Calculated as premium service units as a percentage of basic subscribers.
27
(9) Represents revenues of the System during the respective period divided by
the months in the period divided by the average number of basic subscribers
(beginning of period plus end of period divided by two) for such respective
period.
(10) Represents Annualized System Cash Flow during the respective period divided
by the average number of basic subscribers (beginning of period plus end of
period divided by two) for such respective period.
Item 7. 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 which are included elsewhere in this report.
Offering of Senior Discount Notes and Senior Notes and Acquisition of System by
Insight Ohio
Coaxial LLC and Coaxial Financing Corp. completed on August 21, 1998 a
private offering (the "Senior Discount Notes Offering") of $55,869,000 aggregate
principal amount at maturity of their 12 7/8% Senior Discount Notes due in 2008
(the "Senior Discount Notes") in connection with a Financing Plan (the
"Financing Plan") which included the contribution of Coaxial's cable television
system (the "System") to Insight Ohio. On February 16, 1999, Coaxial LLC and
Coaxial Financing Corp. consummated an exchange of registered Senior Discount
Notes for their privately issued Senior Discount Notes. Coaxial LLC and Coaxial
Financing Corp. have only nominal assets except for Coaxial LLC's ownership of
67.5% of the common stock of Coaxial and notes of Coaxial DJM LLC and Coaxial
DSM LLC (the other two owners of Coaxial), which notes are secured by the
remaining 32.5% of the common stock of Coaxial. The Senior Discount Notes are
guaranteed on a conditional basis by Insight Ohio. The limited liability
companies that own Coaxial are referred to herein as the "Individual LLCs".
As part of the Financing Plan, Coaxial and Phoenix Associates, an
affiliated general partnership, completed a private offering (the "Senior Notes
Offering") of $140,000,000 aggregate principal amount of their 10% Senior Notes
due in 2006 (the "Senior Notes"). On February 16, 1999, Coaxial and Phoenix
consummated an exchange of registered Senior Notes for their privately issued
Senior Notes. The Senior Notes are also guaranteed on a conditional basis by
Insight Ohio. The conditional guarantee of the Senior Discount Notes is
subordinated to the conditional guarantee of the Senior Notes. Coaxial has only
nominal assets except for the Series A Preferred Interest and the Series B
Preferred Interest of Insight Ohio (together the "Preferred Interests").
The Preferred Interests have distribution priorities that provide for
distributions to Coaxial. The distributions from the Series B Preferred Interest
will be used to pay dividends to the Individual LLCs, which dividends will be
used to pay interest and principal on the Senior Discount Notes and the
distributions from the Series A Preferred Interest will be used to pay interest
and principal on the Senior Notes. Distributions by Insight Ohio will be subject
to certain financial covenants and other conditions set forth in its Senior
Credit Facility.
Coaxial LLC and Coaxial Financing Corp. do not conduct any business and are
dependent upon the cash flow of Insight Ohio to meet their obligations under the
Senior Discount Notes. Insight serves as the manager of the System.
The following discussion relates to the operations of Insight Ohio for
years ended December 31, 2000, 1999 and 1998. The financial statements of
Insight Ohio are included in the consolidated financial
28
statements of Coaxial through August 8, 2000 (see "Recent Developments" below)
and Coaxial was deemed to be a subsidiary of Coaxial LLC and, as such, the
financial statements of Coaxial are included in the consolidated financial
statements of Coaxial LLC. The historical operating results of Coaxial LLC
reflect the actual results of the System through August 8, 2000 in addition to
certain financing activities unrelated to the operation of the System. These
financing activities relate primarily to the offering of the Senior Discount
Notes and Senior Notes discussed above as well as certain borrowings and
repayments of debt with affiliated companies. These activities resulted in
related financing and interest costs. The historical results of Coaxial LLC
appear elsewhere in this report under the heading "Coaxial LLC."
Recent Developments
Purchase of Coaxial Common Interest
On August 8, 2000, Insight Ohio purchased Coaxial's 25% non-voting common
equity interest in Insight Ohio, resulting in Insight owning 100% of the common
equity of Insight Ohio. The purchase price was 800,000 shares of common stock of
Insight and cash paid by Insight to the principals of Coaxial in the amount of
$2.6 million. In connection with the purchase, Insight Ohio's operating
agreement was amended to, among other things, remove certain participating
rights of the principals of Coaxial, and vest in the common equity interests of
Insight Ohio 70% of its total voting power and in the preferred equity interests
30% of its total voting power. As a result of this purchase Coaxial LLC no
longer consolidates the results of Insight Ohio subsequent to August 8, 2000.
Contribution of Insight Ohio
On January 5, 2001, Insight Midwest, L.P. ("Insight Midwest"), a 50-50
partnership between Insight and an indirect subsidiary of AT&T Broadband,
entered into definitive agreements with Insight and certain subsidiaries of AT&T
Corp. (the "AT&T Cable Subsidiaries") for the acquisition of additional cable
television systems, including Insight Ohio. Through a series of transactions,
Insight Midwest acquired all of Insight's wholly-owned systems serving
approximately 280,000 customers, including the approximately 85,400 customers
served by Insight Ohio and including systems which Insight purchased from AT&T
Cable Subsidiaries. At the same time, Insight Midwest acquired from AT&T Cable
Subsidiaries systems serving approximately 250,000 customers. Insight Ohio is an
unrestricted subsidiary under the indentures governing Insight's and Insight
Midwest's senior notes and is prohibited by the terms of its indebtedness from
making distributions to Insight Midwest. Insight Midwest remains equally owned
by Insight and AT&T Broadband, and Insight continues to serve as the general
partner and manages and operates the Insight Midwest systems, including Insight
Ohio.
Insight Ohio's conditional guarantee of the Senior Notes and the Senior
Discount Notes remains in place. If at any time the Senior Notes or the Senior
Discount Notes are repaid or significantly modified, or in any case after August
15, 2008, the principals of the Coaxial Entities may require Insight to purchase
their preferred interests for a purchase price equal to the difference, if any,
of $32.6 million less the then market value of the 800,000 shares of Insight
common stock issued on August 8, 2000.
Overview
Revenues generated by the System are primarily attributable to monthly
subscription fees charged to basic customers for basic and premium cable
television programming services. Basic revenues consist of monthly subscription
fees for all services (other than premium programming) as well as monthly
charges for
29
customer equipment rental. Premium revenues primarily consist of monthly
subscription fees for programming provided on a per channel basis. In addition,
revenues are derived from installation and reconnection fees charged to basic
customers to commence or discontinue service, pay-per-view charges, digital and
high-speed data services, late payment fees, advertising revenues and
commissions related to the sale of goods by home shopping services.
System operating expenses consist of programming and other operating costs,
selling, general and administrative expenses, home office expenses and
depreciation and amortization. Programming and other operating costs include
direct costs, such as fees paid to programming suppliers, and costs attributable
to the operation of the System, including wages, salaries and other costs
related to plant operating activities. Programming fees have historically
increased at rates in excess of inflation due to increases in the number of
programming services offered by the System and improvements in the quality of
programming. Selling, general and administrative expenses include customer
service operations, marketing, billing, expenses related to copyright fees and
bad debt expense.
The System relies on Insight for all of its strategic, managerial,
financial and operational oversight and advice. Insight 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, the Senior Notes and the Senior Discount Notes, Insight is
entitled to receive management fees of 3.0% of gross operating revenues of the
System. Such management fee is payable only after distributions have been made
in respect of the Preferred Interests and only to the extent that such payment
would be permitted by an exception to the restricted payments covenants of the
Senior Notes and the Senior Discount Notes as well as Insight Ohio's Senior
Credit Facility. Such management fee is included in selling, general and
administrative expenses.
Results of Operations
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Revenues for the year ended December 31, 2000 were $49.7 million compared
to $46.7 million for the year ended December 31, 1999. For the year ended,
December 31, 2000, customers served averaged 84,826 compared with 85,937 during
the same time period in 1999. Revenues for the year ended December 31, 2000
were 6.4% higher than the same period for the prior year despite the 1.3%
decrease in average customer served, as revenue from new product launches,
increased advertising, basic and pay revenues more than offset decreases in pay
per view and other revenues. Digital revenue for the year ended December 31,
2000 was approximately $1.6 million, including approximately $583,000 for video
on demand service. High-speed data revenue was approximately $800,000 for the
year ended December 31, 2000 and advertising and pay revenue increased by
approximately $900,000 and $500,000 as compared to the year ended December 31,
1999. Analog pay-per-view and other revenues decreased approximately $355,000
and $243,000 during the year ended December 31, 2000 as compared to the same
period in the prior year.
Average revenue per customer per month for the year ended December 31, 2000
totaled $48.87 compared to $45.33 for the year ended December 31, 1999,
primarily as a result of the revenue increases noted above. The average monthly
revenue per basic customer increased 7.8% primarily as a result of the increase
in the rate for classic service in connection with the System's rebuild and the
continued rollout of digital and high-speed data services.
Programming and other operating costs increased to $19.0 million for the
year ended December 31,
30
2000 as compared to $16.4 million for the year ended December 31, 1999, an
increase of approximately $2.6 million or 15.9 %. An increase of approximately
30.0% in basic programming expenses from $6.8 million for the year ended
December 31, 1999 to $8.8 million for the same time period in 2000 reflects
increased programming rates as discounts previously realized through Insight
Ohio's affiliation with MediaOne expired in November 1999. Basic programming
expenses also increased due to additional channels added in rebuilt areas.
Digital programming expenses including fees paid to video on demand increased to
approximately $537,000 for the year ended December 31, 2000. The increased basic
and digital programming expense accounted for approximately $2.5 million or
96.2% of the total increase in programming and other operating costs.
Selling, general and administrative expenses increased to $12.0 million for
the year ended December 31, 2000 as compared to $11.2 million for the same
period in the prior year, an increase of approximately $900,000. Increased
marketing and subscriber billing costs accounted for approximately 76.4% of the
increase.
Depreciation and amortization expense for the year ended December 31, 2000
increased by 52.2% over the year ended December 31, 1999 to approximately $10.9
million reflecting additional capital expenditures resulting from upgrades to
the System's network.
Operating income for the year ended December 31, 2000 totaled $7.8 million
compared to $12.0 million for the prior year reflecting increased expenses and
depreciation, partially offset by increased revenues.
Net interest expense for the year ended December 31, 2000 totaled
approximately $1.8 million compared to approximately $300,000 for the year ended
December 31, 1999, resulting from increased borrowings under the Senior Credit
Facility.
Net income of $5.7 million was realized for the year ended December 31,
2000 compared to net income of $11.8 million for the year ended December 31,
1999 for the reasons set forth above.
Year Ended December 31,1999 Compared to Year Ended December 31, 1998
Revenues for the year ended December 31, 1999 were $46.7 million, compared
to $48.0 million for the year ended December 31, 1998. For the year ended
December 31, 1999, customers served averaged 85,937, as compared with 89,755 in
1998. Effective August 21, 1998, the date of the contribution of assets to
Insight Ohio, Insight Ohio no longer included franchise fees in revenue due to a
change in financial reporting which caused 1998 revenue to be higher by
approximately $770,000. On a pro forma basis, excluding franchise fees, revenue
for the year ended December 31, 1999 was 0.9% lower than the previous year
despite a 4.3% decrease in customers served on average as Insight Ohio ended
previous management's program of deeply discounting its rates.
On a pro forma basis excluding franchise fees, average revenue per
customer for the year ended December 31, 1999 totaled $45.33 versus $43.81 for
the year ended December 31, 1998. Average revenue per customer for Insight
Ohio's basic and classic service increased from $25.88 for the year ended
December 31, 1998 to $26.54 for the year ended December 31, 1999 on a pro forma
basis excluding franchise fees. This increase is primarily attributable to the
discontinuance of prior management's discounting structure.
31
Effective November 1, 1999, the System began activating nodes in rebuilt
areas, increasing the rate for classic service by $1.75 from $14.93 to $16.68.
As of December 31, 1999, there were approximately 10,800 customers receiving
this enhanced service which offers six more channels on the classic service
tier. In addition, customers in rebuilt areas have the opportunity to receive
new products including Insight's digital gateway service, video on demand and
high-speed data access. As of December 31, 1999, Insight has realized revenues
of approximately $24.00 per digital home and approximately $34.00 per high-speed
data customer in other markets where these products have been launched during
the past year.
Service and administrative expenses, excluding management fees and home
office expenses decreased to $26.2 million for the year ended December 31, 1999,
compared to $27.8 million in 1998, a decrease of $1.6 million or 5.8%.
Programming expenses decreased by 6.5%, from $12.1 million in 1998 to $11.3
million in 1999, primarily reflecting savings realized through Insight's
purchasing discounts and fewer customers served. In particular, programming fees
were approximately 2.2% less on a per customer basis due to discounts available
to Insight Ohio. Personnel expenses decreased by approximately 14.8% or $1.0
million due to the elimination of duplicative administrative personnel. In
addition, franchise fees of approximately $770,000 were included in service and
administrative expenses for the year ended December 31, 1998. Effective August
21, 1998, Insight Ohio no longer included franchise fees in expense due to a
change in financial reporting.
Severance and transaction structure costs of $4.8 million were incurred for
the year ended December 31, 1998 as a result of the Financing Plan and the
related contribution of the System to Insight Ohio. These costs consisted of
severance costs of $960,000 and professional fees of $3.8 million.
Until August 21, 1998, the System was charged home office expenses that
include costs incurred by the owners of Coaxial and their direct employees
relating to the System including salaries, benefits, legal fees, travel and
entertainment, accounting fees and other office expenses. Through August 21,
1998, such expenses totaled $1.4 million. Upon consummation of the Financing
Plan, IHO commenced management services to the System for which it received a
management fee totaling $493,000 for the period from August 21 through December
31, 1998 and $1.4 million for the year ended December 31, 1999.
Depreciation and amortization increased by approximately $2.1 million or
39.4% from $5.3 million for the year ended December 31, 1998 to $7.4 million for
the year ended December 31, 1999 reflecting capital expenditures associated with
the System's rebuild.
Net interest expense increased by approximately $3.7 million to $6.4
million for the year ended December 31, 1999 primarily resulting from higher
interest expense associated with the accretion of the discount on the Senior
Discount Notes as well as a net decrease in interest income from related parties
during 1999 as compared to 1998.
In 1998, an extraordinary loss of approximately $847,000 was recognized due
to the refinancing of Coaxial's bank debt that existed prior to August 21, 1998.
Net income increased to $5.4 million for the year ended December 31, 1999
from net income of $4.2 million for the year ended December 31, 1998 for the
reasons set forth above.
Liquidity and Capital Resources
The cable television business is a capital-intensive business that
generally requires financing for the
32
upgrade, expansion and maintenance of the technical infrastructure. Capital
expenditures totaled $36.3 million for the year ended December 31, 2000. These
expenditures were primarily for the rebuild of cable plant and for serving new
homes. Capital expenditures are financed by cash flows from operations,
borrowings under the Senior Credit Facility and capital contributions.
We continue to upgrade the plant serving the majority of customers to
further enhance the technical platform of the System. The capability for high-
speed data transmission, impulse pay-per-view, digital tiers of service and
additional analog channels is provided by further deployment of fiber optics, an
increase in the bandwidth to 870 MHz, activation of the reverse plant to allow
two-way communications and the installation of digital equipment.
Capital expenditures are expected to approximate $23.0 million during the
year 2001 to support not only ongoing plant extensions, new customer additions
and capital replacement, but also to fund the continued plant upgrade to 870 MHz
and 2-way transmission, which is necessary to facilitate the deployment of
interactive services.
Cash provided by operations for the year ended December 31, 2000 was $16.0
million compared to $22.4 million for the same period in 1999. The decrease is
primarily attributable to increased depreciation expense during the year ended
December 31, 2000 as compared to the same period of the prior year.
Cash provided by financing activities for the year ended December 31, 2000
was $20.3 million. This was comprised primarily of $20.4 million of capital
contributions from Insight and $14.0 million in borrowings under Insight Ohio's
senior credit facility. These increases were partially offset by $14.0 million
of preferred interest distributions. Cash used in financing activities for the
year ended December 31, 1999 was $1.5 million consisting primarily of preferred
interest distributions, to be used to pay interest on the Senior Notes and by
borrowings under the senior credit facility.
In addition to cash flow from operations, Insight Ohio has a $25.0 million
Senior Credit Facility which was fully borrowed at December 31, 2000.
Due to the increased rebuild costs, management had determined that amounts
available under the Senior Credit Facility and cash flows from operations may
not be sufficient to finance the operating and capital requirements of the
System, debt service requirements and distributions on the Preferred Interests
over the next year. Insight LP contributed $20.4 million to Insight Ohio through
December 31, 2000. Insight Midwest has committed to provide capital
contributions to fund cash requirements through 2001.
Recent Accounting Pronouncements
In June 1998, the FASB issued Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133,
as amended by SFAS No. 137, became effective for Coaxial, Phoenix and Insight
Ohio on January 1, 2001. SFAS No. 133 will require us to recognize all
derivatives on the balance sheet at fair value. Management does not anticipate
that the adoption of this statement will be material.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Coaxial, Phoenix and Insight Ohio 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 any of them to market
33
risk, whether interest rate, foreign currency exchange, commodity price or
equity price risk. Coaxial, Phoenix and Insight Ohio have not entered into
forward or future contracts, purchased options or entered into swaps.
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. The Senior Discount Notes issued by Coaxial LLC and Coaxial
Financing Corp. and the Senior Notes issued by Coaxial and Phoenix bears
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 Discount Notes as of December 31, 2000
was $40.8 and $40.3 million, respectively. The fair value and carrying value of
the Senior Notes applicable to Coaxial as of December 30, 2000 was $32.7 and
$34.4 million, respectively. The fair value and carrying value of the Senior
Notes applicable to Phoenix as of December 31, 2000 was $100.3 and $105.6
million, respectively.
Item 8. Financial Statements and Supplementary Data
Reference is made to pages. F-1 through F-33 comprising a portion of
this Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following table sets forth certain information with respect to the
executive officers of the Individual LLCs, Coaxial, Insight Ohio, and Insight.
Insight is wholly-owned by Insight Communications Company, Inc. ("Insight
Parent"). Insight owns 50% and is the general partner of Insight Midwest, which
is the parent of Insight Ohio. Insight also serves as manager of the Individual
LLCs and Insight Ohio and Insight Parent thereby effectively controls the
management and affairs of the Individual LLCs, Coaxial and Insight Ohio. The
executive officers of Insight Parent are compensated by Insight Parent. Insight
Ohio pays management fees to Insight. Sidney Knafel, Michael Willner and Kim
Kelly serve as the directors of Coaxial. None of the executive officers of
Coaxial, Coaxial LLC and Coaxial Financing Corp. are compensated for their
services as such. Coaxial Financing Corp. only has nominal assets and will not
conduct any business.
Name Age Position
---- --- --------
Sidney R. Knafel 70 Chairman of the Individual LLCs, Coaxial, Insight
Ohio, and Insight
Michael S. Willner 48 President and Chief Executive Officer of the
Individual LLCs, Coaxial, Insight Ohio, and
Insight;
Kim D. Kelly 44 Executive Vice President and Chief Operating and
Financial Officer of the Individual LLCs, Coaxial,
Insight Ohio, and Insight
34
Sidney R. Knafel, a director of Insight Communications, has been Chairman of
the Board of Insight Communications since 1985. He was the founder, Chairman and
an equity holder of Vision Cable Communications, Inc. from 1971 until its sale
in 1981. Mr. Knafel is presently the managing partner of SRK Management Company,
a private investment company, and also serves as Chairman of BioReliance
Corporation, a biological testing company. He is a director of NTL Incorporated,
General American Investors Company, Inc., IGENE Biotechnology, Inc. and Source
Media, Inc., as well as several private companies. Mr. Knafel is a graduate of
Harvard College and Harvard Business School.
Michael S. Willner, a director of Insight Communications, co-founded and has
served as President and Chief Executive Officer since 1985. Previously, Mr.
Willner served as Executive Vice President and Chief Operating Officer of Vision
Cable from 1979 through 1985, Vice President of Marketing for Vision Cable from
1977 to 1979 and General Manager of Vision Cable's Bergen County, New Jersey
cable television system from 1975 to 1977. Currently, Mr. Willner is a director
of NTL Incorporated. He is also a director of Source Media, Inc. and
Commerce.TV. He is a member of the National Cable Television Association's
Board of Directors and Executive Committee, serving as its Vice-Chairman. He
also serves on the boards of C-SPAN, CableLabs and the Walter Kaitz Foundation.
Mr. Willner is a graduate of Boston University's College of Communication and
serves on the school's Executive Committee.
Kim D. Kelly, a director of Insight Communications, has been Executive Vice
President and Chief Financial Officer of Insight Communications since 1990. Ms.
Kelly has also been Chief Operating Officer of Insight Communications since
January 1998. Prior thereto, she served from 1982 to 1990 with Marine Midland
Bank, becoming its Senior Vice President in 1988, with primary responsibility
for media lending activities. Ms. Kelly serves as a member of the National Cable
Television Association Subcommittee for Telecommunications Policy, as well as
the National Cable Television Association Subcommittee for Accounting. She also
serves as a director of Bank of New York Hamilton Funds and Source Media, Inc.
and serves on the boards of Cable in the Classroom and Cable Advertising Bureau.
Ms. Kelly is a graduate of George Washington University.
All executive officers serve at the discretion of the Board of Directors.
Item 11. Executive Compensation
Coaxial and Phoenix do not make any payments in respect of compensation to
any of their executive management personnel. Rather, executive management
personnel of Coaxial and Phoenix receive compensation from Insight Parent.
Accordingly, Insight Parent utilizes its management fees from Insight Ohio to
pay for all of its operating expenses for managing the day-to-day affairs of the
System.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The outstanding shares of common stock of Coaxial are owned by the
Individual LLCs as described in the table below. All of the outstanding shares
of common stock of Coaxial Financing Corp. and all of the outstanding
partnership interests of Phoenix are wholly-owned directly or indirectly by the
individuals indicated in the footnotes to the table in the same ownership
percentages as the respective Individual LLCs' ownership in Coaxial. IHO is the
manager of each of the Individual LLCs and thereby effectively controls the
business of each of such Individual LLCs and Coaxial. Accordingly, IHO and
members of its executive management may be
35
deemed to beneficially own (as defined by Rule 13d-3 under the Exchange Act) all
of the outstanding shares of common stock of Coaxial.
Name and Address of Beneficial Owner Percentage Ownership
------------------------------------ --------------------
Coaxial LLC (1)
c/o Coaxial Communications
5111 Ocean Boulevard, Suite C 67.5%
Sarasota, FL 34242.........................................
Coaxial DJM LLC (2)
c/o Coaxial Communications
5111 Ocean Boulevard, Suite C
Sarasota, FL 34242......................................... 22.5%
Coaxial DSM LLC (3)
c/o Coaxial Communications
5111 Ocean Boulevard, Suite C
Sarasota, FL 34242......................................... 10.0%
________
(1) Wholly-owned by Barry Silverstein.
(2) Wholly-owned by Dennis J. McGillicuddy.
(3) Wholly-owned by D. Stevens McVoy.
Item 13. Certain Relationships and Related Transactions
Management Fees
In accordance with the Operating Agreement of Insight Ohio, Insight is
entitled to be paid management fees for managing the day-to-day operations of
Insight Ohio. Pursuant to the Operating Agreement, subject to certain covenants
in the Indentures, Insight is entitled to receive management fees of 3.0% of
gross revenues of Insight Ohio. Fees under this management agreement were
approximately $1.5 million for the year ended December 31, 2000. Insight is
also entitled to reimbursement from Insight Ohio for all direct, out-of-pocket
expenses incurred by or on behalf of Insight that directly relate to its
management of the business and operations of Insight Ohio, including any such
expenses incurred in connection with the management of Coaxial LLC and Coaxial
Financing Corp. However, Insight is not entitled to reimbursement from Insight
Ohio for corporate overhead (including employee bonuses and health, welfare,
retirement, and other employee benefits and overhead expenses of its corporate
office management, development, internal accounting, and finance management
personnel).
Coaxial and Phoenix
All of the outstanding shares of Coaxial's capital stock and all of the
outstanding partnership interests in Phoenix are held indirectly by the same
three individuals, Barry Silverstein, Dennis J. McGillicuddy and D. Stevens
McVoy. Coaxial and Phoenix were co-obligors (along with certain other
affiliates) with respect to the Chase Credit Facility. Coaxial and Phoenix
continue to be co-obligors with respect to the Senior Notes.
36
Coaxial
Coaxial LLC, Coaxial DJM LLC and Coaxial DSM LLC
Upon the closing of the Senior Discount Notes offering, Coaxial LLC (which
owns 67.5% of the common equity of Coaxial) loaned 22.5% of the gross proceeds
of the Senior Discount Notes offering (approximately $6.75 million) to Coaxial
DJM LLC (which owns 22.5% of the common equity of Coaxial) and 10% of such
proceeds (approximately $3.0 million) to Coaxial DSM LLC (which owns 10% of the
common equity of Coaxial) in order to allow for distributions to their
respective holders (Barry Silverstein, Dennis J. McGillicuddy and D. Stevens
McVoy, respectively) for purposes of repaying the amounts outstanding under the
Chase Credit Facility. Such loans are evidenced by the LLC Mirror Notes. Each of
the LLC Mirror Notes incorporates the terms of the Senior Discount Notes with
respect to payments and otherwise. Accordingly, Coaxial LLC will rely on the
provisions of the LLC Mirror Notes in requiring payments from Coaxial DJM LLC
and Coaxial DSM LLC in order to make corresponding payments on the Senior
Discount Notes. The LLC Mirror Note issued by Coaxial DJM LLC is in the amount
of $12,570,525 (i.e., 22.5% of the principal amount at maturity of the Senior
Discount Notes) and is secured by 22.5% of the outstanding common equity of
Coaxial. The LLC Mirror Note issued by Coaxial DSM LLC is in the amount of
$5,586,900 (i.e., 10% of the principal amount at maturity of the Senior Discount
Notes) and is secured by 10% of the outstanding common equity of Coaxial.
37
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements:
Page
----
Coaxial Communications of Central Ohio, Inc. Report of Independent Auditors -
Ernst & Young LLP.......................................................................F-1
Financial Statements:
Coaxial Communications of Central Ohio, Inc. Consolidated Balance Sheets as
of December 31, 2000 and 1999......................................................F-2
Coaxial Communications of Central Ohio, Inc. Consolidated Statements of
Operations and Changes in Stockholders' (Deficit) Equity for the years
ended December 31, 2000, 1999 and 1998.............................................F-3
Coaxial Communications of Central Ohio, Inc. Consolidated Statements of
Cash Flows for the years ended December 31, 2000, 1999 and 1998....................F-4
Coaxial Communications of Central Ohio, Inc. Notes to Consolidated
Financial Statements...............................................................F-5
Phoenix Associates Report of Independent Auditors - Ernst & Young LLP...................F-14
Financial Statements:
Phoenix Associates Balance Sheets as of December 31, 2000 and 1999.................F-15
Phoenix Associates Statements of Operations and Changes in Partners'
Deficit for the years ended December 31, 2000, 1999 and 1998.......................F-16
Phoenix Associates Statements of Cash Flows for the years ended December
31, 2000, 1999 and 1998............................................................F-17
Phoenix Associates Notes to Financial Statements...................................F-18
38
Insight Communications of Central Ohio, LLC Report of Independent Auditors -
Ernst & Young LLP.......................................................................F-22
Financial Statements:
Insight Communications of Central Ohio, LLC Balance Sheets as of December
31, 2000 and 1999..................................................................F-23
Insight Communications of Central Ohio, LLC Statements of Operations and
Changes in Members' Deficit for the years ended December 31, 2000, 1999 and
1998...............................................................................F-24
Insight Communications of Central Ohio, LLC Statements of Cash Flows for
the years ended December 31, 2000, 1999 and 1998...................................F-25
Insight Communications of Central Ohio, LLC Notes to Financial Statements..........F-26
The following consolidated financial statement schedule of Coaxial
Communications of Central Ohio, Inc. is included in item 14(d):
Report of Independent Auditors- Ernst & Young LLP
Schedule II Valuation and Qualifying Accounts
(b) Reports on Form 8-K:
None.
(c) Exhibits
2.1 Purchase and Option Agreement, dated as of August 8, 2000, among Coaxial
Communications of Central Ohio, Inc., Insight Communications of Central
Ohio, LLC, Insight Holdings of Ohio, LLC, Insight Communications
Company, L.P., Insight Communications Company, Inc., Coaxial LLC,
Coaxial DJM LLC, Coaxial DSM LLC, Barry Silverstein, Dennis J.
McGillicuddy, and D. Stevens McVoy (1)
2.2 Asset Contribution Agreement, dated August 15, 2000, by and among,
Command Cable of Eastern Illinois Limited Partnership, MediaOne of
Illinois, Inc., Northwest Illinois TV Cable Company, S/D Cable Partners,
Ltd., TCI American Cable Holdings, L.P., TCO of Bloomington/Normal,
Inc., TCI of Cablevision of Texas, Inc., UACC Midwest, Inc., United
Cable Television of Illinois Valley, Inc., United Cable Television of
Southern Illinois Valley, Inc., United Cable Television of Southern
Illinois, Inc., TCI of Indiana Holdings, LLC, Insight Communications
39
Company, L.P, and Insight Midwest, L.P. ("Asset Contribution Agreement")
(2)
2.3 Amendment to the Asset Contribution Agreement, dated January 5, 2001 (3)
2.4 Asset Exchange Agreement, dated August 15, 2000, by and between MediaOne
of Illinois, Inc., and Insight Communications Company, L.P. ("Asset
Exchange Agreement") (2)
2.5 Amendment to the Asset Exchange Agreement, dated January 5, 2001 (3)
2.6 Assets Purchase and Sale Agreement, dated August 15, 2000, by and
between TCI of Illinois, Inc., TCI of Racine, Inc., UACC Midwest, Inc.
and Insight Communications Company, L.P. ("Asset Purchase and Sale
Agreement") (2 )
2.7 Amendment to the Asset Purchase and Sale Agreement, dated January 5,
2001 (3)
3.1(a) Articles of Incorporation of Coaxial Communications of Central Ohio,
Inc. filed January 22, 1980(4)
3.1(b) Certificate of Merger of BroadBand Services, Inc., Cablenet
International Corporation, Coaxial Communications of Reynoldsburg, Inc.,
Coaxial Communications Cable Operations, Inc. and Telecinema of
Columbus, Inc., merging into Coaxial Communications of Central Ohio,
Inc. filed December 26, 1986(4)
3.1(c) Amended Articles of Incorporation of Coaxial Communications of Central
Ohio, Inc. filed December 26, 1986 (4)
3.1(d) Amended Articles of Incorporation of Coaxial Communications of Central
Ohio, Inc. filed August 14, 1998 (4)
3.2 Amended Regulations (By-Laws) of Coaxial Communications of Central Ohio,
Inc (4)
3.3 Certificate of Formation of Insight Communications of Central Ohio, LLC
filed July 23, 1998 (4)
3.4 Amended and Restated Operating Agreement of Insight Ohio, dated as of
August 8, 2000 (1)
3.5 Phoenix Associates Partnership Agreement (4)
10.1 Indenture among Coaxial Communications of Central Ohio, Inc., Phoenix
Associates, Insight Communications of Central Ohio, LLC, CIBC
Oppenheimer Corp. and Bank of Montreal Trust Company dated August 21,
1998 (4)
40
10.2 Pledge Agreement between Coaxial Communications of Central Ohio, Inc.
and Bank of Montreal Trust Company dated August 21, 1998 (4)
10.3 Revolving Credit Agreement dated as of October 7, 1998 among Insight
Communications of Central Ohio, LLC, several banks and financial
institutions or entities, and Canadian Imperial Bank of Commerce, as
administrative agent (4)
10.4 Cable Facilities Lease Agreement, dated July 17, 2000, among AT&T
Broadband, LLC and Insight Communications Company, Inc. and certain of
its affiliates, including Insight Ohio (1)
- ----------
(1) Filed as an Exhibit to Insight Communications Company, Inc.'s
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2000 (File No. 0-26677) and incorporated herein by reference.
(2) Filed as an Exhibit to Insight Communications Company, Inc.'s
Current Report on Form 8-K, dated August 15, 2000 (File No. 0-
26677) and incorporated herein by reference.
(3) Filed as an Exhibit to Insight Communications Company, Inc.'s
Current Report on Form 8-K, dated January 5, 2001 (File No. 0-
26677) and incorporated herein by reference.
(4) Filed as an Exhibit to Registrants' Registration Statement on
Form S-4 (File No. 333-63677) and incorporated herein by
reference.
41
Report of Independent Public Accountants
The Shareholders of
Coaxial Communications of Central Ohio, Inc.
We have audited the consolidated financial statements of Coaxial
Communications of Central Ohio, Inc. as of December 31, 2000 and 1999 and
for the years then ended, and have issued our report thereon dated March 12,
2001 (included elsewhere in this Form 10-K). Our audits also included the
financial statement schedule listed in Item 14(a) of this Form 10-K. This
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
New York, New York
March 12, 2001
Coaxial Communications of Central Ohio, Inc.
Schedule II
Charged to Charged to
Beginning Costs & Other Ending
Balance Expenses Accounts Deductions (1) Balance
Description ----------- ----------- ---------- -------------- ----------
-----------
Year ended December 31, 1999
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts....... 451,000 918,000 - (811,000) 558,000
Year ended December 31, 2000
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts....... 558,000 367,000 - (925,000)(2) -
_________
(1) Uncollectible accounts written off, net of recoveries.
(2) Includes reduction of allowance of $210,000 related to the sale of Insight
Ohio on August 8, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Coaxial Communications of Central Ohio, Inc.
Date: March 12, 2001 By:/s/ Michael S. Willner
---------------------------------
Michael S. Willner, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Sidney R. Knafel Director and Chairman March 12, 2001
- ------------------------
Sidney R. Knafel
/s/ Michael S. Willner Director, President and Chief Executive Officer March 12, 2001
- ------------------------ (Principal Executive Officer)
Michael S. Willner
/s/ Kim D. Kelly Director, Executive Vice President, Chief March 12, 2001
- ------------------------ Financial and Operating Officer and Treasurer
Kim D. Kelly (Principal Financial and Accounting Officer)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Phoenix Associates
By: Phoenix DJM LLC, a general partner
Date: March 12, 2001 By:
-------------------------------------------
Dennis J. McGillicuddy, Sole Member
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
Sole Member of Phoenix DJM LLC, a General March 12, 2001
- ---------------------------- Partner (Principal Executive, Financial and
Dennis J. McGillicuddy Accounting Officer)
Sole Member of Phoenix BAS LLC, a General March 12, 2001
- ---------------------------- Partner
Barry Silverstein
Sole Member of Phoenix DSM LLC, a General March 12, 2001
- ---------------------------- Partner
D. Stevens McVoy
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Insight Communications of Central Ohio, LLC
Date: March 12, 2001 By:/s/ Michael S. Willner
---------------------------------
Michael S. Willner, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Sidney R. Knafel Chairman March 12, 2001
- ------------------------
Sidney R. Knafel
/s/ Michael S. Willner President and Chief Executive Officer (Principal March 12, 2001
- ------------------------ Executive Officer)
Michael S. Willner
/s/ Kim D. Kelly Executive Vice President, Chief Financial and March 12, 2001
- ------------------------ Operating Officer and Treasurer (Principal
Kim D. Kelly Financial and Accounting Officer)
Report of Independent Auditors
The Shareholders
Coaxial Communications of Central Ohio, Inc.
We have audited the accompanying balance sheets of Coaxial Communications of
Central Ohio, Inc. (the "Company") as of December 31, 2000, and 1999, and the
related consolidated statements of operations and changes in shareholders'
equity (deficit) and cash flows for the three years ended December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company as of
December 31, 2000, and 1999 and the consolidated results of their operations and
their cash flows for the three years ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
New York, New York
March 12, 2001
F-1
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31,
2000 1999
--------------------------
Assets
Cash and cash equivalents $ -- $ 882
Investments 18,800 --
Trade accounts receivable, less allowance for doubtful
accounts of $558 as of December 31, 1999 -- 2,376
Launch funds receivable -- 1,474
Dividend receivable 5,250 --
Prepaid expenses and other assets -- 231
--------------------------
Total current assets 24,050 4,963
Fixed assets, net -- 51,455
Intangible assets, net 864 1,408
Investment in affiliate 180,281 --
Due from related parties -- 158
--------------------------
Total assets $ 205,195 $ 57,984
==========================
Liabilities and shareholders' equity (deficit)
Accounts payable and accrued expenses $ 1,291 $ 13,506
Deferred revenue -- 585
--------------------------
Total current liabilities 1,291 14,091
Senior notes 34,435 34,435
Senior credit facility -- 11,000
Deferred revenue -- 1,823
Capital lease obligations -- 43
--------------------------
Total liabilities 35,726 61,392
Commitments and contingencies
Shareholders' equity (deficit):
Common stock; $1 par value; 2,000 shares authorized;
1,080 shares issued and outstanding as of December 31,
2000 and 1999 1 1
Paid in capital 11,501 11,501
Retained earnings (deficit) 156,667 (14,910)
Accumulated other comprehensive income 1,300 --
--------------------------
Total shareholders' equity (deficit) 169,469 (3,408)
--------------------------
Total liabilities and shareholders' equity (deficit) $ 205,195 $ 57,984
==========================
See accompanying notes
F-2
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(in thousands)
Year ended December 31,
2000 1999 1998
-------------------------------------------------------------
Revenue $ 28,096 $ 46,747 $ 47,956
Operating costs and expenses:
Programming and other operating costs 10,955 16,446 17,682
Selling, general and administrative 6,476 11,173 12,013
Severance and transaction structure costs -- -- 4,822
Depreciation and amortization 5,980 7,301 5,311
-------------------------------------------------------------
Total operating costs and expenses 23,411 34,920 39,828
Operating income 4,685 11,827 8,128
Other income (expense):
Interest income-related parties -- -- 2,846
Interest income 50 208 35
Interest expense-related parties -- -- (1,019)
Interest expense (4,375) (3,949) (3,484)
Gain on sale of common equity interest of affiliate 171,460 -- --
Dividend on preferred interests 7,882 -- --
Other 31 92 (421)
-------------------------------------------------------------
Total other income (expense), net 175,048 (3,649) (2,043)
Income before extraordinary loss 179,733 8,178 6,085
Extraordinary loss on extinguishment of debt -- -- 847
-------------------------------------------------------------
Net income 179,733 8,178 5,238
Unrealized gain on investments 1,300 -- --
-------------------------------------------------------------
Total comprehensive income 181,033 8,178 5,238
Shareholders' equity (deficit), beginning of year (3,408) (660) 54,326
Capital distributions (13,156) (10,926) (82,787)
Capital contributions 5,000 -- 22,563
-------------------------------------------------------------
Shareholders' equity (deficit), end of year $ 169,469 $ (3,408) $ (660)
=============================================================
See accompanying notes
F-3
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31,
2000 1999 1998
-----------------------------------------------------
Operating activities:
Net income $ 179,733 $ 8,178 $ 5,238
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 5,980 7,301 5,532
Provision for losses on trade accounts receivables 367 918 917
Gain on sale of common equity interest (171,460) -- --
Dividend on preferred interest (7,882) -- --
Extraordinary loss on extinguishment of debt -- -- 847
Changes in operating assets and liabilities:
Trade accounts receivable (516) 1,028 (1,441)
Launch funds receivable -- (1,474) --
Prepaid expenses and other current assets 415 (1,681) (423)
Accounts payable and accrued expenses 587 5,811 1,927
Due to related parties -- (1,038) --
-------------------------------------------------------
Net cash provided by operating activities 7,224 19,043 12,597
-------------------------------------------------------
Investing activities:
Purchase of property and equipment (19,943) (26,656) (7,369)
Decrease in cash upon sale of common equity interest (1,004) -- --
Proceeds from disposal of property and equipment -- -- 11
Due from related parties -- -- 3,888
Increase in intangible assets (3) (98) --
-------------------------------------------------------
Net cash used in investing activities (20,950) (26,754) (3,470)
-------------------------------------------------------
Financing activities:
Proceeds from issuance of notes payable -- -- 34,435
Principal payments on notes payable -- -- (26,808)
Costs incurred in debt financing -- (78) (1,447)
Principal payments on capital lease obligations -- (112) (181)
Capital distributions (13,156) (10,926) --
Capital contributions 12,000 -- 12,000
Decrease in amounts due to related parties -- -- (18,992)
Borrowings under senior credit facility 14,000 11,000 --
-------------------------------------------------------
Net cash provided by (used in) financing activities 12,844 (116) (993)
-------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (882) (7,827) 8,134
Cash and cash equivalents, beginning of year 882 8,709 575
-------------------------------------------------------
Cash and cash equivalents, end of year $ -- $ 882 $ 8,709
=======================================================
Supplemental disclosures of cash flow information:
Cash paid for interest $ 3,444 $ 3,680 $ 3,924
See accompanying notes
F-4
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. Business Organization And Purpose
Coaxial Communications of Central Ohio, Inc. (the "Company"), an Ohio
corporation, through its ownership of preferred interests (discussed below), 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 the
Company's cable system ("the System") described below, the issuance of the
Senior Notes and the issuance of the Senior Discount Notes (Note 8) 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 67 1/2% 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
Communications of Southern Ohio, Inc., Coaxial Associates of Columbus I, Coaxial
Associates of Columbus II, Paxton Cable Television, Inc. and Paxton
Communications, Inc.
On August 21, 1998, the Company and Insight Communications Company, L.P.
("Insight LP") entered into a contribution agreement (the "Contribution
Agreement") pursuant to which the Company contributed substantially all of the
assets and liabilities comprising the System to a newly formed subsidiary,
Insight Ohio. In connection therewith, Insight Holdings of Ohio, LLC ("Insight
Holdings"), a wholly owned subsidiary of Insight LP, contributed $10.0 million
in cash to Insight Ohio. As a result of the Contribution Agreement, the Company
owned 25% of the non-voting common equity and Insight Holdings owned 75% of the
non-voting common equity of Insight Ohio. The Company also owns a $140.0
million Series A preferred equity interest and a $30.0 million Series B
preferred equity interest of Insight Ohio (Note 8).
On August 8, 2000, Insight Ohio purchased the Company's 25% non-voting common
equity interest. The purchase price was 800,000 shares of common stock of
Insight LP's general partner, Insight Communications Company, Inc. ("Insight
Inc.") and cash in the amount of $2.6 million. In connection with the purchase,
Insight Ohio's operating agreement was amended to, among other things, remove
certain participating rights of the principals of the Company and the Coaxial
Entities. Additionally, the agreement was amended to incorporate 70% of Insight
Ohio's total voting power into the common equity interests of Insight Ohio and
30% of Insight Ohio's total voting power into the preferred equity interests
of Insight Ohio.
As a result of this transaction, the Company recorded a gain on the sale of its
common equity interest of $171.5 million which is equal to the difference
between the value of the shares of Insight Inc. common stock and cash received
plus contingent consideration ($20.1 million) as compared to the Company's
recorded investment in Insight Ohio (net liability of $151.4 million) as of the
transaction date. As discussed more fully in Note 2, the accompanying
consolidated financial statements include the accounts of Insight Ohio through
August 8, 2000.
F-5
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. Business Organization And Purpose (continued)
Insight Ohio is prohibited by the terms of its indebtedness from making
distributions to Insight Inc. or any of its subsidiaries. Insight Ohio's
conditional guarantee of the Senior Notes and the Senior Discount Notes remains
in place. If at any time the Senior Notes or the Senior Discount Notes are
repaid or significantly modified, the principals of the Coaxial Entities may
require Insight Inc. to purchase their preferred interests in the Coaxial
Entities for a purchase price equal to the difference, if any, of $32.6 million
less the then market value of the 800,000 shares of Insight Inc. common stock
issued on August 8, 2000. The fair value of such contingent consideration was
$7.1 million.
2. Summary of Significant Accounting Policies
Principles of Consolidation
As a result of the Company's ownership of all of the voting equity of Insight
Ohio through August 8, 2000, the accompanying financial statements include the
accounts of Insight Ohio through such date. All intercompany balances have been
eliminated in consolidation. Since Insight Ohio had a members' deficiency, the
accompanying financial statements do not include a minority interest liability
for Insight Holdings' 75% common equity interest in Insight Ohio for any period
prior to August 8, 2000.
As a result of the sale of its common equity interest and change in voting
interest, the Company no longer consolidates the accounts of Insight Ohio
subsequent to August 8, 2000.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Investments
Investments consist of 800,000 shares of common stock of Insight Inc. These
securities are classified as available-for-sale under Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS No. 115"). In accordance with SFAS No. 115,
available-for-sale securities are carried at fair value, with unrealized gains
and losses reported as a separate component of shareholders' equity (deficit).
Investment in Affiliate
In connection with the Contribution Agreement described in Note 1, Insight Ohio
issued to the Company a $140.0 million Series A preferred equity interest
("Series A Preferred
F-6
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Summary of Significant Accounting Policies (continued)
Interest") and a $30.0 million Series B preferred equity interest ("Series B
Preferred Equity Interest") (the "Preferred Interests"). These voting Preferred
Interests provide for distributions to the Company and indirectly to Phoenix and
Coaxial LLC in amounts equal to the payments required on the Senior Notes and
the Senior Discount Notes issued by Coaxial LLC ("Senior Discount Notes") due in
August 2008 with a maturity value of $55.9 million. The accreted value of the
Senior Discount Notes was $40.3 million as of December 31, 2000. Additionally,
the Preferred Interests have liquidation preferences equal to the investment in
affiliate balance.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management 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.
Fair Value of Financial Instruments
The carrying amounts of current assets and liabilities approximate their fair
market value because of the immediate or short-term maturity of these financial
instruments. The fair value of the Senior Notes was $32.7 million and $33.7
million as of December 31, 2000 and 1999, respectively.
Revenue Recognition
Revenue includes service, connection and launch fees. Service fees are recorded
in the month cable television and pay television services are provided to
subscribers. Connection fees are charged for the hook-up of new customers and
are recognized as current revenues. Launch fees are deferred and amortized over
the period of the underlying contract.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of trade accounts receivable. Insight Ohio's
customer base consists of a number of homes concentrated in the Central Ohio
area. The Company continually monitors the exposure for credit losses and
maintains allowances for anticipated losses. The Company had no significant
concentrations of credit risk as of December 31, 2000 or 1999.
F-7
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Summary of Significant Accounting Policies (continued)
Property and Equipment
Property and equipment are stated at cost. Maintenance and repairs are expensed
as incurred. Upon retirement or disposal of assets, the cost and related
accumulated depreciation and amortization are removed from the balance sheet,
and any gain or loss is reflected in the statements of operations. Depreciation
and amortization is calculated using the straight-line method over the estimated
useful lives of the related assets as follows:
Cable television ("CATV") systems 10 to 15 years
Furniture & Equipment 5 years
Leasehold improvements Life of lease
Depreciation expense for the years ended December 31, 2000, 1999 and 1998 was
$6.0 million, $7.3 million and $5.3 million, respectively. The carrying value
of assets held under capital leases as of December 31, 2000 and 1999 was $0 and
$117,000, respectively.
The Company internally constructs certain CATV systems. Construction costs
capitalized include payroll, fringe benefits and other overhead costs associated
with construction activity.
Intangible Assets
Intangible assets are amortized over the estimated useful lives of the related
assets as follows:
Franchise costs 7 to 15 years
Deferred financing costs Term of related debt
Deferred financing costs relate to costs, primarily legal and bank facility fees
incurred to negotiate and secure long term financing. These costs are being
amortized over the life of the applicable loans. In connection with the issuance
of the Senior Notes (Note 8), the Company repaid the outstanding indebtedness
under its prior debt facility. Accordingly, the accompanying statement of
operations for the year ended December 31, 1998 includes an extraordinary loss
of $847,000 on the early extinguishment of such debt.
F-8
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Summary of Significant Accounting Policies (continued)
Long-Lived Assets
The carrying value of long-lived assets is reviewed if facts and circumstances
suggest that they may be impaired. Upon a determination that the carrying
value of long-lived assets will not be recovered from the undiscounted future
cash flows generated from such assets, the carrying value of such long-lived
assets would be considered impaired and would be reduced by a charge to
operations in the amount of the impairment based on fair value. Based on a
recent analysis, management believes that no impairment of long-lived assets
existed at December 31, 2000 or 1999.
Marketing and Promotional Costs
Marketing and promotional costs are expensed as incurred. Marketing and
promotional expense, primarily for campaign and telemarketing-related efforts,
was $758,000, $1.3 million and $2.2 million for the years ended December 31,
2000, 1999 and 1998, respectively.
Recent Accounting Pronouncements
In June 1998, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133, as amended by SFAS No.
137, is effective for the Company beginning January 1, 2001. SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. SFAS No. 133 will require the Company to recognize all
derivatives on the balance sheet at fair value. The Company does not anticipate
the adoption of this Statement to have a material impact on its financial
statements.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
3. Income Taxes
The Company is a Subchapter S corporation. Therefore, each shareholder reports
his distributive share of income or loss on his respective income tax return.
As a result, the Company does not provide for Federal or State income taxes in
its accounts. In the event that the Subchapter S corporation election is
terminated, deferred taxes related to book and tax temporary differences would
be required to be reflected in the financial statements.
F-9
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. 401(k) Plan
Insight Ohio sponsors various 401(k) Plans (the "Plans") for the benefit of its'
employees. All employees who have completed six months of employment and have
attained the age of 18 are eligible to participate in the Plans. The Company
makes matching contributions equal to a portion of the employees' contribution
up to 5% of the employees' wages. Company contributions to the Plans were
$75,000, $120,000 and $145,000 for the years ended December 31, 2000, 1999 and
1998, respectively.
5. Related Party Transactions
Through August 8, 2000, Insight Holdings managed the operations of Insight Ohio
under an operating agreement dated August 21, 1998 which provided for a
management fee equal to 3% of Insight Ohio's gross operating revenues. In
connection with the purchase of Coaxial's 25% common equity interest in Insight
Ohio, Insight Ohio's operating agreement was amended to provide for Insight LP
to serve as manager of Insight Ohio. Fees under this operating agreement were
$870,000, $1.4 million and $493,000 for the years ended December 31, 2000, 1999
and 1998, respectively. Prior to August 21, 1998, programming and other
operating costs included management fees for services provided by an affiliate
of the Company. Such expenses were $1.4 million for the period from January 1,
1998 to August 21, 1998.
As of December 31, 1997, the Company had advanced funds to and received advances
from related entities for working capital and debt service requirements. In
August 1998, in connection with the issuance of the Senior Notes described in
Note 8, the amounts relating to debt service requirements were settled. The
Company recognized interest income of $2.8 million and interest expense of $1.0
million in 1998 related to such advances.
Other related party transactions are described in Note 8.
F-10
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. Long-Lived Assets
Fixed Assets
Fixed assets consist of:
December 31,
2000 1999
-------------------------------
(in thousands)
Land, buildings and improvements $ -- $ 1,204
Cable television equipment -- 103,826
Furniture, fixtures and office equipment -- 424
-------------------------------
-- 105,454
Less accumulated depreciation and amortization -- (53,999)
-------------------------------
Total fixed assets $ -- $ 51,455
===============================
Intangible Assets
Intangible assets consist of:
December 31,
2000 1999
-------------------------------
(in thousands)
Franchise costs $ -- $ 7,404
Deferred financing costs and other 1,226 1,604
-------------------------------
1,226 9,008
Less accumulated amortization (362) (7,600)
-------------------------------
Total intangible assets $ 864 $ 1,408
===============================
7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consists of:
December 31,
2000 1999
-------------------------------
(in thousands)
Accounts payable $ 1,291 $ 10,435
Accrued programming costs -- 1,890
Other -- 1,181
-------------------------------
Total accounts payable and accrued expenses $ 1,291 $ 13,506
===============================
F-11
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Notes Payable
Notes payable consist of:
December 31,
2000 1999
-------------------------------
(in thousands)
Senior Notes (a) $ 34,435 $ 34,435
Senior Credit Facility (b) -- 11,000
-------------------------------
Total notes payable $ 34,435 $ 45,435
===============================
(a) On August 21, 1998, the Company and Phoenix Associates completed an
offering of $140.0 million 10% Senior Notes ("Senior Notes") due 2006 of
which $105.6 million was allocated to Phoenix and $34.4 million was
allocated to the Company. Interest is payable in cash semi-annually on
each February 15 and August 15. Interest payments commenced on February
15, 1999. The Senior Notes are secured by the outstanding Series A
Preferred Interest in Insight Ohio. The Senior Notes contain certain
financial and other debt covenants. The Series A Preferred Interest pays
distributions in an amount equal to the interest payments on the Senior
Notes. The Series A Preferred Interest is owned by the Company and is
pledged to Bank of New York, as trustee, for the benefit of the holders of
the Senior Notes. The Company will utilize cash distributions made by
Insight Ohio on the Series A Preferred Interest to make payments on the
Senior Notes. The Company, as joint and several issuer, with Phoenix, of
the Senior Notes, provides the funding that will allow Phoenix to repay its
share of the notes payable, as Phoenix has no operations.
In connection with the issuance of the Senior Notes, the Company incurred
financing fees of $1.2 million that are being amortized over the life of
the Senior Notes. Amortization expense for these deferred financing costs
was $153,000 for the years ended December 31, 2000 and 1999 and $52,000 for
the year ended December 31, 1998. Interest expense on the Company's portion
of the Senior Notes was $3.4 million for the years ended December 31, 2000
and 1999 and $1.2 million for the year ended December 31, 1998.
(b) Insight Ohio has a Senior Credit Facility ("Senior Credit Facility") which
provides for revolving credit loans of up to $25.0 million to finance
capital expenditures and for working capital and general purposes,
including the upgrade of the System's cable plant and for the introduction
of new video services. The Senior Credit Facility has a six-year maturity
from the date of borrowings, with reductions to the amount of the
commitment commencing after three years. The amount available for
borrowing is reduced by any outstanding letter of credit obligations.
Insight Ohio's obligations under the Senior Credit Facility are secured by
substantially all the assets of Insight Ohio. The Senior Credit Facility
contains certain financial and other debt covenants. Loans under the
Senior Credit Facility bear interest, at Insight Ohio's option, at the
prime rate or at a Eurodollar rate. In addition to the index rates,
Insight Ohio pays an additional margin
F-12
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Notes Payable (continued)
percentage tied to its ratio of total debt to adjusted annualized operating
cash flow.
Interest expense related to the Senior Credit Facility, including fees paid
to the lender, was $1.1 million and $500,000 for the years ended December
31, 2000 and 1999, respectively. The weighted average interest rate in
effect as of December 31, 1999 was 7.9%.
9. Commitments and Contingencies
Operating Lease Agreements
Through August 8, 2000, the Company leased land for tower locations, office
equipment, office space and vehicles under various operating lease
agreements. Rental expense related to operating lease agreements was
$84,000, $126,000 and $106,000 for the years ended December 31, 2000, 1999
and 1998, respectively. These amounts exclude year-to-year utility pole
leases of $114,000 for the year ended December 31, 2000 and $191,000 for
the years ended December 31, 1999 and 1998, which provide for payments
based on the number of poles used.
F-13
Report of Independent Auditors
The General Partners
Phoenix Associates
We have audited the accompanying balance sheets of Phoenix Associates (the
"Company") as of December 31, 2000 and 1999, and the related statements of
operations and partners' deficit and cash flows for the three years ended
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2000 and 1999 and the results of their operations and their cash flows for the
three years ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
As indicated in Note 1, the Company has no operations. Its ability to satisfy
debt and other obligations is dependent upon funding from related entities,
which are under the common control of the owners of the Company.
/s/ Ernst & Young LLP
New York, New York
March 12, 2001
F-14
PHOENIX ASSOCIATES
BALANCE SHEETS
(in thousands)
December 31,
2000 1999
---------------------
Assets
Cash $ -- $ --
Interest Receivable 373 215
---------------------
Total current assets 373 215
Due from related parties 406 406
Notes receivable - related parties 550 550
Deferred financing fees, net of accumulated amortization of $1,122
and $627 as of December 31, 2000 and 1999, respectively 2,679 3,173
---------------------
Total assets $ 4,008 $ 4,344
=====================
Liabilities and partners' deficit
Interest payable $ 3,959 $ 4,017
---------------------
Total current liabilities 3,959 4,017
Notes payable 105,565 105,565
---------------------
Total liabilities 109,524 109,582
Commitments and contingencies
Partners' deficit (105,516) (105,238)
---------------------
Total liabilities and partners' deficit $ 4,008 $ 4,344
=====================
See accompanying notes
F-15
PHOENIX ASSOCIATES
STATEMENT OF OPERATIONS
AND CHANGES IN PARTNERS' DEFICIT
(in thousands)
Year ended December 31,
2000 1999 1998
-----------------------------------
Expenses:
Amortization $ (494) $ (468) $ (160)
Other -- -- (61)
Interest income (expense):
Interest income-related parties 158 158 640
Interest income -- -- 1
Interest expense-related parties -- -- (2,666)
Interest expense (10,498) (10,556) (10,166)
-----------------------------------
Total interest expense, net (10,340) (10,398) (12,191)
-----------------------------------
Loss before extraordinary item (10,834) (10,866) (12,412)
Extraordinary gain on settlement of former limited
Partner notes -- -- 100
-----------------------------------
Net loss (10,834) (10,866) (12,312)
Partners' deficit, beginning of year (105,238) (104,993) (170,412)
Capital contributions 10,556 10,621 78,499
Capital distributions -- -- (768)
-----------------------------------
Partners' deficit, end of year $(105,516) $(105,238) $(104,993)
===================================
See accompanying notes
F-16
PHOENIX ASSOCIATES
STATEMENT OF CASH FLOWS
(in thousands)
Year ended December 31,
2000 1999 1998
----------------------------------
Operating activities:
Net loss $(10,834) $(10,866) $ (12,312)
Adjustments to reconcile net loss to net cash used in operating
activities:
Gain on settlement of former limited partner notes -- -- (100)
Amortization of deferred financing fees 494 468 160
Changes in operating assets and liabilities:
Interest receivable (158) (158) (57)
Accounts payable -- -- (1)
Interest payable (58) -- 3,841
Accrued interest -- 176 --
--------------------------------
Net cash used in operating activities (10,556) (10,380) (8,469)
--------------------------------
Investing activities:
Decrease in amounts due from related parties -- -- 6,003
Proceeds from notes receivable -- -- 326
--------------------------------
Net cash provided by investing activities -- -- 6,329
--------------------------------
Financing activities:
Principal payments on notes payable -- -- (105,925)
Proceeds from issuance of notes payable -- -- 105,565
Capital contributions 10,556 10,621 78,499
Decrease in amounts due to related parties -- -- (72,440)
Increase in deferred financing costs -- (241) (3,559)
--------------------------------
Net cash provided by financing activities 10,556 10,380 2,140
--------------------------------
Net decrease in cash -- -- --
Cash, beginning of year -- -- --
--------------------------------
Cash, end of year $ -- $ -- $ --
================================
Supplemental disclosure of cash flow information:
Cash paid for interest $ 10,556 $ 10,380 $ --
See accompanying notes
F-17
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's ability to satisfy debt
and other obligations is dependent upon funding from related entities, which are
under the common control of the Company's owners. The Company is a co-issuer and
joint and several obligor of the debt described in Note 5, along with an
affiliate, Coaxial Communications of Central Ohio, Inc. ("Coaxial").
The Company consists of three separate LLC's whose sole members are individual
partners who share profits and losses in the ratio of 67 1/2%, 22 1/2% and 10%,
respectively.
Other related entities affiliated with the Company include Coaxial LLC, Coaxial
Financing Corp., Insight Communications of Central Ohio, LLC ("Insight Ohio"),
Coaxial Communications of Southern Ohio, Inc. ("Southern Ohio"), Coaxial
Associates of Columbus I ("Columbus I"), Coaxial Associates of Columbus II
("Columbus II"), Paxton Cable Television, Inc. ("Paxton Cable") and Paxton
Communications, Inc. ("Paxton Communications").
On August 21, 1998, Coaxial and Insight Communications Company, L.P. ("Insight
LP") entered into a contribution agreement (the "Contribution Agreement")
pursuant to which Coaxial contributed substantially all of the assets and
liabilities comprising its cable system to a newly formed subsidiary, Insight
Ohio, and Insight Holdings of Ohio, LLC ("Insight Holdings"), a wholly owned
subsidiary of Insight LP, contributed $10.0 million in cash to Insight Ohio. As
a result of this Contribution Agreement, Coaxial owned 25% of the non-voting
common equity and Insight Holdings owned 75% of the non-voting common equity of
Insight Ohio.
On August 8, 2000, Insight Ohio purchased Coaxial's 25% non-voting common equity
interest. The purchase price was 800,000 shares of common stock of Insight LP's
general partner, Insight Communications Company, Inc. and cash in the amount of
$2.6 million. In connection with the purchase, Insight Ohio's operating
agreement was amended to, among other things, remove certain participating
rights of the principals of Coaxial and certain of its affiliates (the "Coaxial
Entities"). Additionally, the agreement was amended to incorporate 70% of
Insight Ohio's total voting power into the common equity interests of Insight
Ohio and 30% of Insight Ohio's total voting power into the Preferred Interests
of Insight Ohio.
Coaxial also owns a $140.0 million Series A preferred equity interest and a
$30.0 million Series B preferred equity interest of Insight Ohio the ("Series A
Preferred Interest" and "Series B Preferred Interest," respectively). These
voting preferred equity interests provide for distributions to Coaxial equal in
amount to the payments on the Senior Notes
F-18
PHOENIX ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. Business Organization and Purpose (continued)
and Senior Discount Notes discussed in Note 5. Coaxial will make distributions
that will enable the Company to fund the required payments on the senior notes.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management 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.
Fair Value of Financial Instruments
The fair value of the Senior Notes was $100.3 million and $103.5 million as of
December 31, 2000 and 1999, respectively.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
Recent Accounting Pronouncements
In June 1998, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133, as amended by SFAS No.
137, is effective for the Company beginning January 1, 2001. SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. SFAS No. 133 will require the Company to recognize all
derivatives on the balance sheet at fair value. The Company does not anticipate
the adoption of this Statement to have a material impact on its financial
statements.
3. Income Taxes
The Company is a general partnership. Therefore, each partner reports its
distributive share of income or loss on its respective income tax returns. As a
result, the Company does not provide for Federal or State income taxes in its
financial statements.
F-19
PHOENIX ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. Related Party Transactions
As of December 31, 1997, the Company had advanced funds to and received
advances from related entities for working capital and for debt service.
During August 1998, in connection with the issuance of the Senior Notes
described in Note 5, these amounts were settled. A portion of these amounts
was settled by a net contribution of $74.2 million from the partners. The
Company recognized interest income and interest expense of $234,000 and
$2.7 million in 1998, respectively.
The Company had the following notes and accrued interest receivable from
related parties at December 31, 2000 and 1999 (in thousands):
Columbus I(a) $ 2,349
Columbus II(b) 118
---------
Total face amount of notes receivable 2,467
Less: Amounts in excess of purchase price (1,917)
---------
Notes and accrued interest receivable, net $ 550
=========
(a) The $2,349,000 due from Columbus I represents a note, including past due
interest that was added to the principal, which was purchased from CNA
Financial Corporation on November 24, 1982. Interest was payable to the
Company monthly, through August 20, 1998, at an annual rate of 20% of the
face amount of the note receivable. Effective August 21, 1998, the rate was
amended to an annual rate of 5.5%. The Company recognized interest income
of $129,000 for the years ended December 31, 2000 and 1999 and $347,000 for
the year ended December 31, 1998 related to the note receivable. The
principal is due and payable to the Company on October 31, 2002.
(b) The $118,000 due from Columbus II represents a note, including past due
interest that was added to the principal, which was purchased from CNA
Financial Corporation on November 24, 1982. Interest is payable to the
Company monthly at an annual rate of 20% of the face amount of the notes
receivable. Effective August 21, 1998, the rate was amended to an annual
rate of 5.5%. The Company recognized interest income of $7,000 for the
years ended December 31, 2000 and 1999 and $59,000 for the year ended
December 31, 1998 related to the note receivable. The principal is due and
payable to the Company on October 31, 2002. In August 1998, in connection
with the issuance of the Senior Notes, a portion of the notes receivable
from Columbus II was settled. The amount in excess of the purchase price
relating to these notes was realized at the time of the settlement. The
statement of operations for the year ended December 31, 1998 reflects an
extraordinary item for the gain on partial settlement of the notes of
$100,000.
Amounts in excess of purchase price represent the difference between the
face amount and the accrued interest receivable on the notes purchased and
the price paid. The amounts in excess of purchase price will be recognized
when the principal due on the notes is received, net of any costs
associated with final settlement.
F-20
PHOENIX ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. Related Party Transactions (continued)
Advances to related entities as of December 31, 2000 and 1999 consisted of
advances to Columbus I of $406,000. Interest accrues on these advances at a rate
of 5.5% per annum. Interest income recorded on these advances for each of the
years ended December 31, 2000, 1999 and 1998 was $22,000.
These related entities are under the control of the Company's partners. The
partners have represented that substantially all of these amounts will be
settled among the parties.
5. Notes Payable
Notes payable as of December 31, 2000 and 1999 was $105.6 million. On August 21,
1998, Coaxial and the Company completed an offering of $140.0 million 10% Senior
Notes ("Senior Notes") due in August 2006. The proceeds of the Senior Notes were
allocated $105.6 million to the Company and $34.4 million to Coaxial. Interest
is payable in cash semi-annually on each February 15 and August 15. Interest
payments commenced on February 15, 1999. The Senior Notes contain certain
financial and other debt covenants. The Senior Notes are secured by the
outstanding Series A Preferred Interest in Insight Ohio. The Series A Preferred
Interest has a liquidation preference of $140.0 million and pays distributions
in an amount equal to the interest payments on the Senior Notes. The Series A
Preferred Interest is owned by Coaxial and is pledged to Bank of New York, as
trustee, for the benefit of the holders of the Senior Notes. Coaxial will
utilize cash distributions on the Series A Preferred Interest to make payments
on the Senior Notes, including distributions to the Company.
In connection with the issuance of the Senior Notes, the Company incurred
financing fees of $3.8 million that are being amortized over the life of the
Senior Notes.
F-21
Report of Independent Auditors
The Members
Insight Communications of Central Ohio, LLC
We have audited the accompanying balance sheets of Insight Communications of
Central Ohio, LLC (the "Company") as of December 31, 2000 and 1999, and the
related statements of operations and changes in members' deficit and cash flows
for the three years ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2000 and 1999, and the results of its operations and its cash flows for the
three years ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
/s/ Ernst & Young LLP
New York, New York
March 12, 2001
F-22
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
BALANCE SHEETS
(in thousands)
December 31,
2000 1999
-----------------------------
Assets
Cash and cash equivalents $ 1,169 $ 882
Trade accounts receivable, net of allowance for doubtful accounts of $390 and
$558 as of December 31, 2000 and 1999, respectively 2,782 2,376
Launch funds receivable 1,936 1,474
Prepaid expenses and other assets 437 231
-----------------------------
Total current assets 6,324 4,963
Fixed assets, net 76,587 51,455
Intangible assets, net 448 388
Due from related parties - 158
-----------------------------
Total assets $ 83,359 $ 56,964
=============================
Liabilities and members' deficit
Accounts payable and accrued expenses $ 10,862 $ 12,198
Deferred revenue 545 585
Series A preferred dividend payable 5,250 5,250
-----------------------------
Total current liabilities 16,657 18,033
Capital lease obligations - 43
Deferred revenue 2,005 1,823
Due to related parties 1,502 -
Series A preferred interest 140,000 140,000
Series B preferred interest 40,281 35,556
Senior credit facility 25,000 11,000
-----------------------------
Total liabilities and preferred interests 225,445 206,455
Members' deficit (142,086) (149,491)
-----------------------------
Total liabilities and members' deficit $ 83,359 $ 56,964
=============================
See accompanying notes
F-23
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
STATEMENTS OF OPERATIONS AND CHANGES IN MEMBERS' DEFICIT
(in thousands)
Year ended December 31,
2000 1999 1998
----------------------------------------------------
Revenue $ 49,749 $ 46,747 $ 47,956
Operating costs and expenses:
Programming and other operating costs 19,027 16,446 17,682
Selling, general and administrative 12,044 11,173 12,013
Severance and transaction structure costs - - 4,822
Depreciation and amortization 10,882 7,148 5,311
----------------------------------------------------
Total operating costs and expenses 41,953 34,767 39,828
Operating income 7,796 11,980 8,128
Other income (expense):
Interest expense (1,883) (505) -
Interest income 91 208 59
Other (274) 92 (422)
----------------------------------------------------
Total other expense, net (2,066) (205) (363)
Net income 5,730 11,775 7,765
Accrual of preferred interests (18,725) (17,928) (6,649)
----------------------------------------------------
Income (loss) attributable to common interests (12,995) (6,153) 1,116
Members' deficit, beginning of period (149,491) (144,718) -
Net assets contributed - - 25,571
Capital contributions 20,400 2,000 10,000
Preferred membership interest - - (170,000)
Capital distributions - (620) (11,405)
----------------------------------------------------
Members' deficit, end of period $(142,086) $(149,491) $(144,718)
====================================================
See accompanying notes
F-24
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31,
2000 1999 1998
------------------------------------------
Operating activities:
Net income $ 5,730 $ 11,775 $ 7,765
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 10,882 7,148 5,311
Provision for losses on trade accounts receivable 1,058 918 917
Changes in operating assets and liabilities:
Trade accounts receivable (1,464) 1,028 (1,441)
Launch funds receivable (462) (1,474) --
Prepaid expenses and other assets (190) (1,681) (423)
Accounts payable and accrued expenses (1,202) 5,749 2,270
Due to affiliates 1,643 (1,038) --
------------------------------------------
Net cash provided by operating activities 15,995 22,425 14,399
------------------------------------------
Investing activities:
Purchase of property and equipment (35,982) (26,656) (7,369)
Purchase of intangible assets (91) (98) (300)
Proceeds from disposal of property and equipment -- -- 11
Increase in amounts due to/from related parties -- -- 979
------------------------------------------
Net cash used in investing activities (36,073) (26,754) (6,679)
------------------------------------------
Financing activities:
Principal payments on capital lease obligations (35) (112) (180)
Capital contributions 20,400 2,000 10,000
Capital distributions -- (620) (11,405)
Preferred interest distribution (14,000) (13,766) --
Borrowings under senior credit facility 14,000 11,000 --
------------------------------------------
Net cash used in financing activities 20,365 (1,498) (1,585)
------------------------------------------
Net increase (decrease) in cash and cash equivalents 287 (5,827) 6,135
Cash and cash equivalents, beginning of year 882 6,709 574
------------------------------------------
Cash and cash equivalents, end of year $ 1,169 $ 882 $ 6,709
==========================================
Supplemental disclosures of cash flow information:
Cash paid for interest $ 1,276 $ 293 $ -
See accompanying notes
F-25
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS
1. Business Organization and Purpose
Insight Communications of Central Ohio, LLC (the "Company") provides basic and
expanded cable television services to homes in the eastern parts of Columbus,
Ohio and surrounding areas. The Company was formed on July 23, 1998 in order to
acquire substantially all of the assets and liabilities comprising the cable
television system of Coaxial Communications of Central Ohio, Inc. ("Coaxial").
On August 21, 1998, Coaxial contributed to the Company all of the assets and
liabilities comprising Coaxial's cable television system (the "System") for
which Coaxial received a 25% non-voting common membership interest as well as
100% of the voting preferred membership interests in the Company (the "Preferred
Interests"). In conjunction therewith, Insight Holdings of Ohio, LLC ("Insight
Holdings"), a wholly-owned subsidiary of Insight Communications Company, L.P.
("Insight LP") contributed $10.0 million in cash to the Company for which it
received a 75% non-voting common membership interest in Insight Ohio.
On August 21, 1998, Coaxial and Phoenix Associates, a related entity, issued
$140.0 million of 10% Senior Notes ("Senior Notes") due in August 2006. The
Senior Notes are non-recourse and are secured by the issued and outstanding
Series A Preferred Interest and are conditionally guaranteed by the Company. On
August 21, 1998, Coaxial Financing Corp. and Coaxial LLC, related entities,
issued 12 7/8% Senior Discount Notes due in August 2008 ("Senior Discount
Notes"). The Senior Discount Notes have a face amount of $55.9 million and $30.0
million of gross proceeds was received upon issuance. The Senior Discount Notes
are non-recourse and are secured by the issued and outstanding Series B
Preferred Interest, 100% of the common stock of Coaxial and the notes issued by
Coaxial DJM LLC and Coaxial DSM LLC to Coaxial LLC. The Senior Discount Notes
are also conditionally guaranteed by the Company.
The Preferred Interests have distribution priorities that provide for
distributions to Coaxial and indirectly to Phoenix Associates and Coaxial LLC in
amounts equal to the payments required on the Senior Notes and the Senior
Discount Notes. The accreted value of the Senior Discount Notes was $40.3
million as of December 31, 2000. Additionally, the Preferred Interests have
liquidation preferences equal to their carrying value. Distributions by the
Company are subject to certain financial covenants and other conditions set
forth in its Senior Credit Facility.
On August 8, 2000, the Company purchased Coaxial's 25% non-voting common equity
interest in the Company. The purchase price was 800,000 shares of common stock
of Insight LP's general partner, Insight Communications Company, Inc. ("Insight
Inc.") and cash in the amount of $2.6 million. In connection with the purchase,
the Company's operating agreement was amended to, among other things, remove
certain participating rights of the principals of Coaxial and certain of its
affiliates (the "Coaxial Entities"). Additionally, the agreement was amended to
incorporate 70% of Insight Ohio's total voting power into the common equity
interests of the Company and 30% of Insight Ohio's total voting power into the
Preferred Interests of the Company.
F-26
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. Business Organization and Purpose (continued)
The Company is prohibited by the terms of its indebtedness from making
distributions to Insight Inc. The Company's conditional guarantee of the Senior
Notes and the Senior Discount Notes remains in place. If at any time the Senior
Notes or Senior Discount Notes are repaid or significantly modified, the
principals of the Coaxial Entities may require Insight Inc. to purchase their
preferred interests in the Coaxial Entities for a purchase price equal to the
difference, if any, of $32.6 million less the then market value of 800,000
shares of Insight Inc.'s common stock issued on August 8, 2000. The fair value
of such contingent consideration was $7.1 million.
2. Summary of Significant Accounting Policies
Cash Equivalents
The Company considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management 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.
Fair Value of Financial Instruments
The carrying amounts of current assets and liabilities approximate their fair
market value because of the immediate or short-term maturity of these financial
instruments.
Revenue Recognition
Revenue includes service, connection and launch fees. Service fees are recorded
in the month cable television and pay television services are provided to
subscribers. Connection fees are charged for the hook-up of new customers and
are recognized as current revenues. Launch fees are deferred and amortized over
the period of the underlying contract.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit
F-27
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. Summary of Significant Accounting Policies (continued)
risk consist primarily of trade accounts receivable. The Company's customer
base consists of a number of homes concentrated in the central Ohio area. The
Company continually monitors the exposure for credit losses and maintains
allowances for anticipated losses. The Company had no significant concentrations
of credit risk as of December 31, 2000 or 1999.
Property and Equipment
Property and equipment are stated at cost. Maintenance and repairs are expensed
as incurred. Upon retirement or disposal of assets, the cost and related
accumulated depreciation and amortization are removed from the balance sheet,
and any gain or loss is reflected in the statement of operations. Depreciation
and amortization is calculated using the straight-line method over the estimated
useful lives of the related assets as follows:
Cable television ("CATV") systems 10 to 15 years
Furniture & Equipment 5 years
Leasehold improvements Life of lease
Depreciation expense for the years ended December 31, 2000, 1999 and 1998 was
$10.9 million, $7.1 million and $5.3 million, respectively. The carrying value
of assets held under capital leases as of December 31, 2000 and 1999 was $8,000
and $117,000, respectively.
The Company internally constructs certain CATV systems. Construction costs
capitalized include payroll, fringe benefits and other overhead costs associated
with construction activity.
Intangible Assets
Franchise costs are amortized over the lives of the related franchises which
range from 7 to 15 years. Other intangible assets are amortized over the
estimated useful lives of the related assets up to 15 years.
Long-Lived Assets
The carrying value of long-lived assets is reviewed if facts and circumstances
suggest that that they may be impaired. Upon a determination that the carrying
value of long-lived assets will not be recovered from the undiscounted future
cash flows generated from such assets, the carrying value of such long-lived
assets would be considered impaired and would be reduced by a charge to
operations in the amount of the impairment based on fair value. Based on a
recent analysis, management believes that no impairment of long-lived assets
existed at December 31, 2000 or 1999.
F-28
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. Summary of Significant Accounting Policies (continued)
Marketing and Promotional Costs
Marketing and promotional costs are expensed as incurred. Marketing and
promotional expense, primarily for campaign and telemarketing-related efforts,
was $1.3 million, $1.3 million and $2.2 million for the years ended December 31,
2000, 1999 and 1998, respectively.
Recent Accounting Pronouncements
In June 1998, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 133, as amended by SFAS No.
137, is effective for the Company beginning January 1, 2001. SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. SFAS No. 133 will require the Company to recognize all
derivatives on the balance sheet at fair value. The Company does not anticipate
the adoption of this Statement to have a material impact on its financial
statements.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
3. Income Taxes
The Company is a limited liability corporation. Therefore, each member reports
his distributive share of income or loss on his respective income tax returns.
Prior to August 21, 1998, the Operating Unit was an operating unit within
Coaxial, which in turn was a subchapter S Corporation. Therefore, each
shareholder reported his distributive share of income or loss on his respective
tax return. As a result, the Company does not provide for federal or state
income taxes in its accounts. In the event that the limited liability
corporation election is terminated, deferred taxes related to book and tax
temporary differences would be required to be reflected in the financial
statements. As a limited liability company, the liability of the Company's
members are limited to their respective investments.
F-29
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. 401(k) Plan
The Company sponsors various 401(k) Plans (the "Plans") for the benefit of its'
employees. All employees who have completed six months of employment and have
attained the age of 18 are eligible to participate in the Plans. The Company
makes matching contributions equal to a portion of the employees' contribution
up to 5% of the employees' wages. Company contributions to the Plans were
$129,000, $120,000 and $145,000 for the years ended December 31, 2000, 1999 and
1998, respectively.
5. Credit Facility
The Company has a Senior Credit Facility ("Senior Credit Facility") which
provides for revolving credit loans of up to $25.0 million to finance capital
expenditures and for working capital and general purposes, including the upgrade
of the System's cable plant and for the introduction of new video services. The
Senior Credit Facility has a six-year maturity from the date of borrowings, with
reductions to the amount of the commitment commencing after three years. The
amount available for borrowing is reduced by any outstanding letter of credit
obligations. The Company's obligations under the Senior Credit Facility are
secured by substantially all the assets of the Company.
The Senior Credit Facility requires the Company to meet certain financial and
other debt covenants. Loans under the Senior Credit Facility bear interest, at
the Company's option, at the prime rate or at a Eurodollar rate. In addition to
the index rates, the Company pays an additional margin percentage tied to its
ratio of total debt to adjusted annualized operating cash flow.
Interest expense including fees paid to the lender was $1.9 million and $500,000
for the years ended December 31, 2000 and 1999, respectively. The weighted
average interest rate in effect as of December 31, 2000 and 1999 was 8.84% and
7.9%, respectively.
As of December 31, 2000, required annual principal payments under the Senior
Credit Facility are as follows (in thousands):
2001 $ -
2002 2,500
2003 3,750
2004 18,750
2005 -
Thereafter -
-----------
Total $25,000
===========
F-30
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
6. Related Party Transactions
Through August 8, 2000, Insight Holdings managed the operations of the Company
under an operating agreement dated August 21, 1998 which provided for a
management fee equal to 3% of the Company's gross operating revenues. In
connection with the purchase of Coaxial's 25% common equity interest in the
Company, the Company's operating agreement was amended to provide for Insight LP
to serve as manager of the Company. Fees under this operating agreement were
$1.5 million, $1.4 million and $493,000 for the years ended December 31, 2000,
1999 and 1998, respectively. Prior to August 21, 1998, programming and other
operating costs included management fees for services provided by an affiliate
of the Company. Such expenses were $1.4 million for the period from January 1,
1998 to August 21, 1998.
7. Long-Lived Assets
Fixed Assets
Fixed assets consist of:
December 31,
2000 1999
-------------------------
(in thousands)
Land, buildings and improvements $ 1,394 $ 1,204
Cable television equipment 139,583 103,826
Furniture, fixtures and office equipment 460 424
-------------------------
141,437 105,454
Less accumulated depreciation and amortization (64,850) (53,999)
-------------------------
Total fixed assets $ 76,587 $ 51,455
=========================
Intangible Assets
Intangible assets consist of:
December 31,
2000 1999
-------------------------
(in thousands)
Franchise costs $ 7,606 $ 7,422
Other intangible assets 268 361
-------------------------
7,874 7,783
Less accumulated amortization (7,426) (7,395)
-------------------------
Total intangible assets $ 448 $ 388
=========================
F-31
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
8. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consists of:
December 31,
2000 1999
-------------------------
(in thousands)
Accounts payable $ 5,679 $ 9,127
Accrued programming costs 2,134 1,890
Other 3,049 1,181
-------------------------
Total accounts payable and accrued expenses $ 10,862 $ 12,198
=========================
9. Commitments and Contingencies
Operating Lease Agreements
The Company leases land for tower locations, office equipment, office space and
vehicles under various operating lease agreements. Rental expense related to
operating lease agreements was $144,000, $126,000 and $106,000 for the years
ended December 31, 2000, 1999 and 1998, respectively. These amounts exclude
year-to-year utility pole leases of $196,000 for the year ended December 31,
2000 and $191,000 for the years ended December 31, 1999 and 1998, which provide
for payments based on the number of poles used.
Future minimum rental commitments required under non-cancelable operating leases
as of December 31, 2000 was $25,000 due in 2001.
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 either the Company's future results of operations
or financial position.
F-32
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
10. Subsequent Event
Contribution of Insight Ohio
On January 5, 2001, Insight Midwest, L.P. ("Insight Midwest"), a 50-50
partnership between Insight LP and an indirect subsidiary of AT&T Broadband,
LLC, completed a series of transactions with Insight LP and certain subsidiaries
of AT&T Corp. (the "AT&T Subsidiaries") for the acquisition of additional cable
television systems valued at approximately $2.2 billion, including the common
equity of the Company (the "AT&T Transactions"). As a result of the AT&T
Transactions, Insight Midwest acquired all of Insight LP's wholly-owned systems
serving approximately 280,000 customers, including the approximately 85,000
customers served by the Company and including systems which Insight LP purchased
from the AT&T Subsidiaries. At the same time, Insight Midwest acquired from the
AT&T Subsidiaries systems serving approximately 250,000 customers.
The Company is prohibited by the terms of its indebtedness from making
distributions to Insight Midwest. Insight Midwest remains equally owned by
Insight LP and AT&T Broadband, and Insight LP continues to serve as the general
partner of Insight Midwest and manages and operates the Insight Midwest systems.
Although the financial results of the Company will be consolidated into Insight
Midwest as a result of the AT&T Transactions, for financing purposes, the
Company is an unrestricted subsidiary under the indentures of Insight Midwest
and Insight Inc. The Company's conditional guarantee of the Senior Notes and the
Senior Discount Notes remains in place.
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