================================================================================
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q/A-1
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 2001
Commission File Numbers: 333-63677-02
333-63677-01
333-63677
Coaxial Communications of Central Ohio, Inc.
Phoenix Associates
Insight Communications of Central Ohio, LLC
(Exact name of registrants as specified in their 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 7th Avenue
New York, New York 10019
(Address of principal executive offices, including zip code)
(917) 286-2300
(Registrants' telephone number, including area code)
Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. X Yes No
--- ---
Indicate the number of shares outstanding of each of the registrants' classes of
common stock, as of the latest practicable date.
Coaxial Communications of Central Ohio, Inc. Not Applicable
Phoenix Associates Not Applicable
Insight Communications of Central Ohio, LLC Not Applicable
================================================================================
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the requirements of Form 10-Q and, therefore, do not include
all information and footnotes required by accounting principles generally
accepted in the United States. However, in our opinion, all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the results of operations for the relevant periods have been made. Results for
the interim periods are not necessarily indicative of the results to be expected
for the year. These financial statements should be read in conjunction with the
summary of significant accounting policies and the notes to the consolidated
financial statements included in our Annual Report on Form 10-K as amended for
the year ended December 31, 2000.
1
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
BALANCE SHEETS - RESTATED
(in thousands)
March 31, December 31,
2001 2000
--------------------------------------
(unaudited) (Note 3)
Assets
Investments $ 21,200 $ 18,800
Dividends receivable 1,750 5,250
--------------------------------------
Total current assets 22,950 24,050
Intangible assets, net 3,386 3,543
Investment in affiliate 181,547 180,281
--------------------------------------
Total assets $ 207,883 $ 207,874
======================================
Liabilities and shareholders' equity
Accounts payable and accrued expenses $ 1,750 $ 5,250
--------------------------------------
Total current liabilities 1,750 5,250
Senior notes 140,000 140,000
--------------------------------------
Total liabilities 141,750 145,250
Commitments and contingencies
Shareholders' equity:
Common stock; $1 par value; 2,000 shares authorized; 1,080 shares issued and
outstanding as of March 31, 2001 and December 31, 2000 1 1
Paid-in-capital 11,501 11,501
In-substance distribution of proceeds related to senior notes to be
paid by Phoenix Associates (75,541) (80,819)
Retained earnings 126,472 130,641
Accumulated other comprehensive income 3,700 1,300
--------------------------------------
Total shareholders' equity 66,133 62,624
--------------------------------------
Total liabilities and shareholders' equity $ 207,883 $ 207,874
======================================
See accompanying notes
2
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS - RESTATED
(unaudited)
(in thousands)
Three months ended March 31,
2001 2000
--------------------------------------------
Revenue $ - $ 11,535
Operating costs and expenses:
Selling, general and administrative - 7,443
Depreciation and amortization 157 2,392
--------------------------------------------
Total operating costs and expenses 157 9,835
Operating (loss) income (157) 1,700
Other income (expense):
Interest income - 18
Interest expense (3,500) (3,821)
Dividend on preferred interests 4,766 -
Other - 29
--------------------------------------------
Total other income (expense), net 1,266 (3,774)
Net income (loss) 1,109 (2,074)
Unrealized gain on investments 2,400 -
--------------------------------------------
Total comprehensive income (loss) $ 3,509 $ (2,074)
============================================
See accompanying notes
3
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - RESTATED
(unaudited)
(in thousands)
Three months ended March 31,
2001 2000
--------------------------------------------
Operating activities:
Net income (loss) $ 1,109 $ (2,074)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 157 2,392
Interest expense paid by affiliate 2,639 2,639
Dividend on preferred interest (4,766) --
Changes in operating assets and liabilities:
Trade accounts receivable -- 502
Prepaid expenses and other current assets - 84
Accounts payable and accrued expenses (861) 1,022
Due from related parties -- 192
--------------------------------------------
Net cash provided by (used in) operating activities (1,722) 4,757
--------------------------------------------
Investing activities:
Purchase of property and equipment -- (6,892)
Increase in intangible assets -- (3)
--------------------------------------------
Net cash used in investing activities -- (6,895)
--------------------------------------------
Financing activities:
Principal payments on capital lease obligations - (24)
Capital distributions (5,278) (5,278)
Proceeds from dividend on preferred interests 7,000 --
Borrowings under senior credit facility -- 9,000
--------------------------------------------
Net cash provided by financing activities 1,722 3,698
--------------------------------------------
Net increase in cash and cash equivalents -- 1,560
Cash and cash equivalents, beginning of period -- 882
--------------------------------------------
Cash and cash equivalents, end of period $ -- $ 2,442
============================================
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,722 $ 1,722
Supplemental disclosure of significant non-cash financing activities:
In-substance contribution related to senior notes $ 5,278 $ 5,278
See accompanying notes
4
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Basis of Presentation
Coaxial Communications of Central Ohio, Inc. (the "Company"), an Ohio
corporation, through its ownership of preferred interests, has a 30% voting
interest in Insight Communications of Central Ohio, LLC ("Insight Ohio").
Insight Ohio operates a cable television system that provides basic and expanded
cable television services to homes in the eastern parts of Columbus, Ohio and
surrounding areas. Prior to August 8, 2000, Coaxial owned 100% of the voting
interest in Insight Ohio and therefore consolidated the financial statements of
Insight Ohio for periods prior to such date. In connection with the contribution
of the Company's cable system (the "System"), the issuance of the Senior Notes
and the issuance of the Senior Discount Notes by the Company's majority
shareholder, Coaxial LLC, during 1998 the three individuals who previously owned
the outstanding stock of the Company contributed their stock to three separate
limited liability companies. Accordingly, the Company is a subsidiary of Coaxial
LLC, which owns 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.
The Company and Phoenix are co-issuers of the Senior Notes. The ability of the
Company and Phoenix to make scheduled payments with respect to the Senior Notes
is dependant on the financial and operating performance of Insight Ohio. The
required distributions on the Series B preferred equity interest to the Company
is designed to provide the cash flow necessary to service the debt requirements
on the Senior Notes.
2. Restatement
The accompanying financial statements have been adjusted to reflect the full
amount of the Senior Notes, deferred financing costs and related interest
expense for all periods presented. The effect of the restatement was to increase
total assets by $2.6 million and $2.7 million, to increase total liabilities by
$106.9 million and $109.5 million and to decrease equity by $104.3 million and
$106.8 million, representing the net in-substance distribution related to the
Senior Notes which were received by Phoenix, as of March 31, 2001 and December
31, 2000, respectively. Additionally, this restatement decreased net income by
$2.8 million and $2.8 million for the three months ended March 31, 2001 and
2000, respectively.
5
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. Responsibility for Interim Financial Statements
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnote disclosures required by accounting principles
generally accepted in the United States for complete financial statements.
In management's opinion, the consolidated financial statements reflect all
adjustments considered necessary for a fair statement of the consolidated
results of operations and financial position for the interim periods presented.
All such adjustments are of a normal recurring nature. These unaudited interim
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes to consolidated financial statements
contained in the Company's Annual Report on Form 10-K as amended for the year
ended December 31, 2000.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The results
of operations for the three months ended March 31, 2001 are not necessarily
indicative of the results to be expected for the year ending December 31, 2001
or any other interim period.
4. Comprehensive Income
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"), sets forth rules for the reporting and display of
comprehensive income (net income plus all other changes in net assets from
non-owner sources) and its components in the financial statements. For the three
months ended March 31, 2001, components of other comprehensive income consisted
of a net unrealized gain on investments of $2.4 million. For the three months
ended March 31, 2000, there were no components of other comprehensive income.
6
PHOENIX ASSOCIATES
BALANCE SHEETS - RESTATED
(in thousands)
March 31, December 31,
2001 2000
------------------------------------------
(unaudited) (Note 3)
Assets
Interest Receivable $ 412 $ 373
------------------------------------------
Total current assets 412 373
Due from related parties 406 406
Notes receivable - related parties 550 550
Deferred financing costs, net 3,386 3,543
------------------------------------------
Total assets $ 4,754 $ 4,872
==========================================
Liabilities and partners' deficit
Interest payable $ 1,750 $ 5,250
------------------------------------------
Total current liabilities 1,750 5,250
Notes payable 140,000 140,000
------------------------------------------
Total liabilities 141,750 145,250
Commitments and contingencies
Partners' deficit:
In-substance distribution of proceeds related to senior notes to be paid by
Coaxial Communications of Central Ohio, Inc. (24,599) (26,321)
Partners' accumulated deficit (112,397) (114,057)
------------------------------------------
Total partners' deficit (136,996) (140,378)
------------------------------------------
Total liabilities and partners' deficit $ 4,754 $ 4,872
==========================================
See accompanying notes
7
PHOENIX ASSOCIATES
STATEMENTS OF OPERATIONS - RESTATED
(unaudited)
(in thousands)
Three months ended March 31,
2001 2000
--------------------------------------------
Expenses:
Amortization $ (157) $ (157)
Interest income (expense):
Interest income-related parties 39 39
Interest expense (3,500) (3,500)
--------------------------------------------
Total interest expense, net (3,461) (3,461)
--------------------------------------------
Net loss $ (3,618) $ (3,618)
============================================
See accompanying notes
8
PHOENIX ASSOCIATES
STATEMENTS OF CASH FLOWS - RESTATED
(unaudited)
(in thousands)
Three months ended March 31,
2001 2000
-------------------------------------------
Operating activities:
Net loss $ (3,618) $ (3,618)
Adjustments to reconcile net loss to net cash used in operating
activities:
Amortization of deferred financing fees 157 157
Interest expense paid by affiliate 861 861
Changes in operating assets and liabilities:
Interest receivable (39) (39)
Interest payable (2,639) (2,639)
-------------------------------------------
Net cash used in operating activities (5,278) (5,278)
-------------------------------------------
Financing activities:
Capital contributions 5,278 5,278
-------------------------------------------
Net cash provided by financing activities 5,278 5,278
-------------------------------------------
Net decrease in cash -- --
Cash, beginning of period -- --
-------------------------------------------
Cash, end of period $ -- $ --
===========================================
Supplemental disclosure of cash flow information:
Cash paid for interest $ 5,278 $ 5,278
Supplemental disclosure of significant non-cash financing activities:
In-substance contribution related to senior notes $ 1,722 $ 1,722
See accompanying notes
9
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 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., Coaxial Communications of Central Ohio, Inc. ("Coaxial"),
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").
The Company and Coaxial are co-issuers of the Senior Notes. The ability of the
Company and Coaxial to make scheduled payments with respect to the Senior Notes
is dependant on the financial and operating performance of Insight Ohio. The
required distributions on the Series B preferred equity interest to Coaxial and
ultimately the Company is designed to provide the cash flow necessary to service
the debt requirements on the Senior Notes.
2. Restatement
The accompanying financial statements have been adjusted to reflect the full
amount of the Senior Notes, deferred financing costs and related interest
expense for all periods presented. The effect of the restatement was to increase
total assets by $826,000 and $864,000, to increase total liabilities by $34.9
million and $35.7 million and to decrease equity by $34.0 million and $34.9
million, representing the net in-substance distribution related to the Senior
Notes received by Coaxial, as of March 31, 2001 and December 31, 2000,
respectively. Additionally, this restatement increased the net loss by $899,000
and $899,000 for the three months ended March 31, 2001 and 2000, respectively.
10
PHOENIX ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. Responsibility for Interim Financial Statements
The accompanying unaudited financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnote disclosures required by accounting principles
generally accepted in the United States for complete financial statements.
In management's opinion, the financial statements reflect all adjustments
considered necessary for a fair statement of the results of operations and
financial position for the interim periods presented. All such adjustments are
of a normal recurring nature. These unaudited interim financial statements
should be read in conjunction with the audited financial statements and notes to
financial statements contained in the Company's Annual Report on Form 10-K as
amended for the year ended December 31, 2000.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The results
of operations for the three months ended March 31, 2001 are not necessarily
indicative of the results to be expected for the year ending December 31, 2001
or any other interim period.
Certain 2000 amounts have been reclassified to conform to the 2001 presentation
11
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
BALANCE SHEETS
(in thousands)
March 31, December 31,
2001 2000
--------------------------------------------
(unaudited) (Note 2)
Assets
Cash and cash equivalents $ 1,466 $ 1,169
Trade accounts receivable, net of allowance for doubtful accounts of $318 and $390
as of March 31, 2001 and December 31, 2000, respectively
1,914 2,782
Launch funds receivable 1,670 1,936
Prepaid expenses and other assets 601 437
--------------------------------------------
Total current assets 5,651 6,324
Fixed assets, net 77,505 76,587
Intangible assets, net 315 448
--------------------------------------------
Total assets $ 83,471 $ 83,359
============================================
Liabilities and members' deficit
Accounts payable $ 1,346 $ 5,679
Accrued expenses and other liabilities 1,427 1,364
Accrued property taxes 229 19
Accrued programming costs 3,612 3,014
Deferred revenue 489 545
Interest payable 351 786
Preferred interest distribution payable 1,750 5,250
Due to affiliates 2,405 1,502
--------------------------------------------
Total current liabilities 11,609 18,159
Deferred revenue 1,871 2,005
Preferred interests 181,547 180,281
Debt 25,000 25,000
--------------------------------------------
Total liabilities and preferred interests 220,027 225,445
Commitments and contingencies
Members' deficit (136,556) (142,086)
--------------------------------------------
Total liabilities and members' deficit $ 83,471 $ 83,359
============================================
See accompanying notes
12
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)
Three months ended March 31,
2001 2000
--------------------------------------------
Revenue $ 13,111 $ 11,535
Operating costs and expenses:
Programming and other operating costs 5,091 4,912
Selling, general and administrative 2,527 2,179
Management fees 396 352
Depreciation and amortization 2,720 2,234
--------------------------------------------
Total operating costs and expenses 10,734 9,677
Operating income 2,377 1,858
Other income (expense):
Interest expense (502) (321)
Interest income 15 18
Other 24 29
--------------------------------------------
Total other expense, net (463) (274)
Net income 1,914 1,584
Accrual of preferred interests (4,766) (4,627)
--------------------------------------------
Net loss attributable to common interests $ (2,852) $ (3,043)
============================================
See accompanying notes
13
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Three months ended March 31,
2001 2000
--------------------------------------------
Operating activities:
Net income $ 1,914 $ 1,584
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,720 2,234
Provision for losses on trade accounts receivable 306 116
Changes in operating assets and liabilities:
Trade accounts receivable 562 386
Launch funds receivable 266 -
Prepaid expenses and other assets (164) 84
Accounts payable (4,333) 1,883
Accrued expenses and other liabilities 1,149 192
--------------------------------------------
Net cash provided by operating activities 2,420 6,479
--------------------------------------------
Investing activities:
Purchase of property and equipment (3,505) (6,916)
Purchase of intangible assets - (3)
--------------------------------------------
Net cash used in investing activities (3,505) (6,919)
--------------------------------------------
Financing activities:
Capital contributions 8,382 -
Preferred interest distribution (7,000) (7,000)
Borrowings under senior credit facility - 9,000
--------------------------------------------
Net cash provided by financing activities 1,382 2,000
--------------------------------------------
Net increase in cash and cash equivalents 297 1,560
Cash and cash equivalents, beginning of period 1,169 882
--------------------------------------------
Cash and cash equivalents, end of period $ 1,466 $ 2,442
============================================
Supplemental disclosures of cash flow information:
Cash paid for interest $ 937 $ 154
See accompanying notes
14
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS
1. Organization
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.
2. Responsibility for Interim Financial Statements
The accompanying unaudited financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnote disclosures required by accounting principles
generally accepted in the United States for complete financial statements.
In management's opinion, the financial statements reflect all adjustments
considered necessary for a fair statement of the results of operations and
financial position for the interim periods presented. All such adjustments are
of a normal recurring nature. These unaudited interim financial statements
should be read in conjunction with the audited financial statements and notes to
financial statements contained in the Company's Annual Report on Form 10-K as
amended for the year ended December 31, 2000.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The results of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2001 or any other interim period.
Certain 2000 amounts have been reclassified to conform to the 2001 presentation.
15
INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. Cable System Transactions
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 85,400
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.
4. Commitments and Contingencies
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.
16
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the financial
statements and related notes which are included elsewhere in this report.
Forward-Looking Statements
This report contains "forward-looking statements," including statements
containing the words "believes," "anticipates," "expects" and words of similar
import, which concern, among other things, the operations, economic performance
and financial condition of Insight Communications of Central Ohio, LLC ("Insight
Ohio" or the "System"). All statements other than statements of historical fact
included in this report regarding Coaxial Communications of Central Ohio, Inc.
("Coaxial"), Phoenix Associates ("Phoenix") and 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 the management of Coaxial, Phoenix and Insight Ohio believes that the
expectations reflected in such forward-looking statements are reasonable, they
can give no assurance that such expectations will prove to be correct. Important
factors that could cause actual results to differ materially from expectations
include, without limitation:
. the ability of Coaxial and Phoenix to make scheduled payments with
respect to the Senior Notes (as defined below) which is dependent upon
the financial and operating performance of the System;
. the fact that a substantial portion of the System's cash flow from
operations is required to be dedicated to the payment of principal and
interest on its indebtedness and the required distributions with
respect to its Series B Preferred Interest, thereby reducing the funds
available to the System for its operations and future business
opportunities;
. the fact that Coaxial and Phoenix have no significant assets other
than Coaxial's ownership of the Series B Preferred Interest in Insight
Ohio; and
. the fact that the indenture governing the terms of the Senior Notes
imposes restrictions on Coaxial, Phoenix and Insight Ohio and the
Senior Credit Facility of the System imposes restrictions on Insight
Ohio.
Management of Coaxial, Phoenix and Insight Ohio does not intend to update these
forward-looking statements.
Coaxial and Phoenix do not conduct any business and are dependent upon the cash
flow of the System to meet their obligations under the Senior Notes. Insight
Communications Company, LP ("Insight LP") serves as the manager of the System.
17
The following discussion relates to the operations of the System for the three
months ended March 31, 2001 compared to the three months ended March 31, 2000.
The financial statements of Insight Ohio are included in the consolidated
financial statements of Coaxial through August 8, 2000. Therefore, the
historical operating results of Coaxial 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 Notes discussed above. These activities resulted in
related financing and interest costs. The historical results of Coaxial appear
elsewhere in this report under the heading "Coaxial Communications of Central
Ohio, Inc."
Overview
The System relies on Insight LP, 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 and the Senior Notes, Insight LP 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 as well as Insight Ohio's Senior Credit Facility. Such management fee is
included in selling, general and administrative expenses.
Recent Developments
On January 5, 2001, Insight Midwest, L.P., a partnership 50% owned by Insight LP
and 50% by an indirect subsidiary of AT&T Broadband, LLC, which is a subsidiary
of AT&T Corp., through a series of transactions acquired all of Insight LP's
wholly-owned systems serving approximately 280,000 customers, including the
approximately 85,400 customers served by Insight Ohio and including systems
which Insight LP purchased from the AT&T cable subsidiaries. At the same time,
Insight Midwest acquired from the AT&T cable subsidiaries systems serving
approximately 250,000 customers. Insight Ohio is an unrestricted subsidiary
under the indentures governing Insight LP'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 LP and AT&T
Broadband, and Insight LP continues to serve as the general partner and manages
and operates the Insight Midwest systems, including Insight Ohio.
Although the financial results of Insight Ohio are consolidated into Insight
Midwest as a result of the AT&T transactions, as noted above, for financing
purposes, Insight Ohio is an unrestricted subsidiary under the indentures of
Insight Midwest. Insight Ohio's conditional guarantee of the Senior Notes
remains in place.
18
Results of Operations
Substantially all of the Systems revenues were earned from customer fees for
cable television programming services including premium and pay-per-view
services and ancillary services, such as rental of converters and remote control
devices, installations and from selling advertising. In addition, we earn
revenues from commissions for products sold through home shopping networks.
The following table is derived for the periods presented from the System's
financial statements that are included in this report and sets forth certain
statement of operations data for the System.
Three Months Ended March 31,
2001 2000
-------------------------------------------
(in thousands)
Revenue $ 13,111 $ 11,535
Operating costs and expenses:
Programming and other operating costs 5,091 4,912
Selling, general and administrative 2,527 2,179
Management fees 396 352
Depreciation and amortization 2,720 2,234
-------------------------------------------
Total operating costs and expenses 10,734 9,677
-------------------------------------------
Operating income 2,377 1,858
Interest expense 502 321
Net income 1,914 1,584
Net cash provided by operating activities 2,420 6,479
Net cash used in investing activities 3,505 6,919
Net cash provided by financing activities 1,382 2,000
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000.
Revenues for the three months ended March 31, 2001 increased $1.6 million or
13.7% to $13.1 million compared with $11.5 million for the three months ended
March 31, 2000. For the three months ended March 31, 2001, customers served
averaged 85,674 compared with 84,253 during the three months ended March 31,
2000. The increase in revenues is primarily attributable to revenues generated
from new product launches, specifically digital services and high speed data
services. Partially offsetting these increases was a decrease in pay-per-view
revenues.
As of March 31, 2001, there were approximately 17,900 digital customers
representing a 28.7% penetration (digital customers as a percentage of total
customers with access to digital service). Digital revenue for the three months
ended March 31, 2001 was approximately $897,000, (including approximately
$329,000 for video on demand service) compared to $116,000 for the three months
ended March 31, 2000. High-speed data services were launched during the three
months ended June 30, 2000. As of March 31, 2001, there were approximately 7,500
cable modem customers, a penetration of 5.2% (modem customers as a percentage of
homes passed with access to high-speed data services). Revenues from high-speed
data services were approximately $725,000 for the three months ended March 31,
2001. The service had not been
19
launched as of March 31, 2000. Revenues by service offering were as follows for
the three months ended March 31, (in thousands):
2001 2000
Revenues by Revenues by
Service % of Total Service % of Total
Offering Revenues Offering Revenues
------------- -------------- -------------- --------------
Basic $ 7,133 54% $ 6,730 58%
Premium 1,729 13% 1,673 15%
Pay-per-view 292 2% 429 4%
Digital 897 7% 116 1%
Advertising sales 923 7% 1,080 9%
Data services 725 6% - 0%
Other 1,412 11% 1,507 13%
------------- -------------- -------------- --------------
Total $ 13,111 100% $ 11,535 100%
============= ==============
Average monthly revenue per customer for the three months ended March 31, 2001
was $51.01 compared to $45.64 for the three months ended March 31, 2000. The
combined average monthly revenue per basic customer for digital and high-speed
data services totaled $6.31 for the three months ended March 31, 2001 versus
$.46 for the three months ended March 31, 2000.
Programming and other operating costs increased $179,000 or 3.6% to $5.1 million
for the three months ended March 31, 2001 as compared to $4.9 million for the
three months ended March 31, 2000. The increase was primarily attributable to
increased programming rates associated with the digital services.
Selling, general and administrative expenses increased $348,000 or 16.0% to $2.5
million for the three months ended March 31, 2001 as compared to $2.2 million
for the three months ended March 31, 2000. The increase was primarily
attributable to increased payroll and administrative costs associated with
advertising.
Depreciation and amortization expense for the three months ended March 31, 2001
increased $486,000 or 21.8% to $2.7 million as compared to $2.2 million for the
three months ended March 31, 2000. This increase was primarily attributable to
increased capital expenditures associated with the rebuild over past quarters.
Interest expense for the three months ended March 31, 2001 increased $181,000 or
56.4% to $502,000 as compared to $321,000 for the three months ended March 31,
2000. This increase was primarily attributable to increased borrowings under the
Senior Credit Facility. The outstanding borrowings increased to $25.0 million as
of March 31, 2001 compared to $11.0 million as of March 31, 2000.
20
Liquidity and Capital Resources
The cable television business is a capital-intensive business that generally
requires financing for the upgrade, expansion and maintenance of the technical
infrastructure. Capital expenditures totaled $3.5 million for the three months
ended March 31, 2001. These expenditures were primarily for the rebuild of cable
plant and for serving new homes. Capital expenditures were financed by cash
flows from operations and capital contributions.
Insight continues to further enhance the technical platform of the System by
upgrading the plant serving the majority of customers. The capability for
high-speed data transmission, impulse pay-per-view, digital tiers of service and
additional analog channels 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.
Capital expenditures are expected to approximate $23.1 million during the year
ending December 31, 2001 to support not only ongoing plant extensions, new
customer additions and capital replacement, but also to fund the plant upgrade
to 870 MHz and to activate plant for 2-way transmission, which is necessary to
facilitate the deployment of interactive services.
Cash provided by operations for the three months ended March 31, 2001 and 2000
was $2.4 million and $6.5 million, respectively. The decrease was primarily
attributable to the timing of payments against accounts payable balances.
Cash used in investing activities for the three months ended March 31, 2001 and
2000 was $3.5 million and $6.9 million, respectively, reflecting capital
expenditures to upgrade the System and build plant expansions.
Cash provided by financing activities for the three months ended March 31, 2001
was $1.4 million. This was comprised primarily of capital contributions of $8.4
million, less distributions on preferred interests of $7.0 million. Cash
provided by financing activities for the three months ended March 31, 2000 was
$2.0 million consisting primarily of borrowings under the Senior Credit Facility
of $9.0 million, less distributions on preferred interests of $7.0 million. The
$25.0 million Senior Credit Facility was fully borrowed as of March 31, 2001.
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. As such, Insight Midwest has committed to provide capital
contributions to fund cash requirements through the year ending December 31,
2001. Insight Midwest contributed $8.4 million to Insight Ohio during the three
months ended March 31, 2001.
21
Item 3. Quantitative and Qualitative Disclosures 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 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. A hypothetical 100 basis point increase in interest rates along
the entire interest rate yield curve would increase our projected annual
interest expense by approximately $250,000 for the year ending December 31,
2001. 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 Notes as of March 31, 2001 was $139.0
million and $140.0 million, respectively.
22
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
We filed the following reports on Form 8-K during the three months ended March
31, 2001:
Date Report
Date of Report Filed with SEC Items Reported
- ------------------------- ---------------------- --------------------------------------------------
January 5, 2001 January 22, 2001 Item 2 - Acquisition or Disposition of Assets
Item 7 - Financial Statements, Pro Forma Financial
Information and Exhibits
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Coaxial Communications of Central Ohio, Inc.
(Registrant)
Dated: June 13, 2001
By: /s/ Michael S. Willner
--------------------------
Michael S. Willner
President and Chief Executive Officer
Insight Communications Company, Inc.
(Principal Executive Officer)
By: /s/ Kim D. Kelly
--------------------
Kim D. Kelly
Executive Vice President, Chief Financial
and Operating Officer
Insight Communications Company, Inc.
(Principal Financial and Accounting Officer)
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Phoenix Associates
(Registrant)
Dated: June 13, 2001
By: /s/ Michael S. Willner
--------------------------
Michael S. Willner
President and Chief Executive Officer
Insight Communications Company, Inc.
(Principal Executive Officer)
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Insight Communications of Central Ohio, LLC
(Registrant)
Dated: June 13, 2001
By: /s/ Michael S. Willner
--------------------------
Michael S. Willner
President and Chief Executive Officer
Insight Communications Company, Inc.
(Principal Executive Officer)
By: /s/ Kim D. Kelly
--------------------
Kim D. Kelly
Executive Vice President, Chief Financial
and Operating Officer
Insight Communications Company, Inc.
(Principal Financial and Accounting Officer)
26