---



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended March 31, 2003



Commission file number 0-26677



---



INSIGHT COMMUNICATIONS COMPANY, INC.

(Exact
name of registrant as specified in its charter)



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



|810 7thAvenue New York, New York         |  | 10019     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip code)



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



---



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes  x  No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes  x  No ̈



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



|Class                                |  | Outstanding at April 30, 2003
|------------------------------------ |  | -----------------------------
|Class A Common Stock, $.01 Par Value |  | 50,748,501                   
|Class B Common Stock, $.01 Par Value |  | 9,354,468                    



---



---



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, 2002.



1



---



INSIGHT
COMMUNICATIONS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)



|                                                                                                                                            |  | March 31, 2003 |           |   | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ----------------- | -
|                                                                                                                                            |  | unaudited      |           |   |                   |  
|Assets                                                                                                                                      |  |                |           |   |                   |  
|Cash and cash equivalents                                                                                                                   |  | $              | 91,028    |   |                   | $
|Investments                                                                                                                                 |  |                | 4,387     |   |                   |  
|Trade accounts receivable, net of allowance for doubtful accounts of $1,294 and $1,296
as of March 31, 2003 and December 31, 2002           |  |                | 22,871    |   |                   |  
|Launch funds receivable                                                                                                                     |  |                | 1,520     |   |                   |  
|Prepaid expenses and other assets                                                                                                           |  |                | 21,241    |   |                   |  
|                                                                                                                                            |  |                |           |   |                   |  
|Total current assets                                                                                                                        |  |                | 141,047   |   |                   |  
|Fixed assets, net                                                                                                                           |  |                | 1,231,260 |   |                   |  
|Goodwill                                                                                                                                    |  |                | 72,430    |   |                   |  
|Franchise costs                                                                                                                             |  |                | 2,361,882 |   |                   |  
|Deferred financing costs, net of accumulated amortization of $10,167 and $9,030 as of
March 31, 2003 and December 31, 2002                  |  |                | 32,161    |   |                   |  
|Other non-current assets                                                                                                                    |  |                | 5,467     |   |                   |  
|                                                                                                                                            |  |                |           |   |                   |  
|Total assets                                                                                                                                |  | $              | 3,844,247 |   |                   | $
|                                                                                                                                            |  |                |           |   |                   |  
|Liabilities and stockholders equity                                                                                                        |  |                |           |   |                   |  
|Accounts payable                                                                                                                            |  | $              | 21,429    |   |                   | $
|Accrued expenses and other liabilities                                                                                                      |  |                | 22,165    |   |                   |  
|Accrued property taxes                                                                                                                      |  |                | 18,743    |   |                   |  
|Accrued programming costs                                                                                                                   |  |                | 49,535    |   |                   |  
|Deferred revenue                                                                                                                            |  |                | 4,984     |   |                   |  
|Interest payable                                                                                                                            |  |                | 46,524    |   |                   |  
|Debt  current portion                                                                                                                      |  |                | 25,417    |   |                   |  
|Preferred interest distribution payable                                                                                                     |  |                | 1,750     |   |                   |  
|                                                                                                                                            |  |                |           |   |                   |  
|Total current liabilities                                                                                                                   |  |                | 190,547   |   |                   |  
|Deferred revenue                                                                                                                            |  |                | 6,022     |   |                   |  
|Debt                                                                                                                                        |  |                | 2,591,406 |   |                   |  
|Other non-current liabilities                                                                                                               |  |                | 46,181    |   |                   |  
|Minority interest                                                                                                                           |  |                | 225,741   |   |                   |  
|Preferred interests                                                                                                                         |  |                | 193,470   |   |                   |  
|Stockholders equity:                                                                                                                       |  |                |           |   |                   |  
|Preferred stock; $.01 par value; 100,000,000 shares authorized; no shares issued and
outstanding as of March 31, 2003 and December 31, 2002 |  |                |          |   |                   |  
|Common stock; $.01 par value:                                                                                                               |  |                |           |   |                   |  
|Class A  300,000,000 shares authorized; 50,740,501 and 50,704,390 shares issued
and outstanding as of March 31, 2003 and December 31, 2002 |  |                | 508       |   |                   |  
|Class B  100,000,000 shares authorized; 9,354,468 and 9,354,468 shares issued and
outstanding as of March 31, 2003 and December 31, 2002   |  |                | 93        |   |                   |  
|Additional paid-in-capital                                                                                                                  |  |                | 825,229   |   |                   |  
|Accumulated deficit                                                                                                                         |  |                | (233,695  | ) |                   |  
|Deferred stock compensation                                                                                                                 |  |                | (5,629    | ) |                   |  
|Accumulated other comprehensive income (loss)                                                                                               |  |                | 4,374     |   |                   |  
|                                                                                                                                            |  |                |           |   |                   |  
|Total stockholders equity                                                                                                                  |  |                | 590,880   |   |                   |  
|                                                                                                                                            |  |                |           |   |                   |  
|Total liabilities and stockholders equity                                                                                                  |  | $              | 3,844,247 |   |                   | $
|                                                                                                                                            |  |                |           |   |                   |  



See
accompanying notes



2



---



INSIGHT
COMMUNICATIONS COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)



|                                                                             |  | Three months ended March 31, |        
|---------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                             |  | 2003                         |        
|Revenue                                                                      |  | $                            | 215,045
|Operating costs and expenses:                                                |  |                              |        
|Programming and other operating costs                                        |  |                              | 79,868 
|Selling, general and administrative                                          |  |                              | 45,094 
|High-speed data charges                                                      |  |                              |       
|Depreciation and amortization                                                |  |                              | 54,994 
|                                                                             |  |                              |        
|Total operating costs and expenses                                           |  |                              | 179,956
|                                                                             |  |                              |        
|Operating income                                                             |  |                              | 35,089 
|Other income (expense):                                                      |  |                              |        
|Gain on cable system exchange                                                |  |                              | 26,992 
|Interest expense                                                             |  |                              | (51,446
|Interest income                                                              |  |                              | 234    
|Other                                                                        |  |                              | (5     
|                                                                             |  |                              |        
|Total other expense, net                                                     |  |                              | (24,225
|Income (loss) before minority interest, investment activity and income
taxes |  |                              | 10,864 
|Minority interest income (expense)                                           |  |                              | (6,478 
|Impairment write-down of investments                                         |  |                              |       
|                                                                             |  |                              |        
|Income (loss) before income taxes                                            |  |                              | 4,386  
|Provision for income taxes                                                   |  |                              | (125   
|                                                                             |  |                              |        
|Net income (loss)                                                            |  |                              | 4,261  
|Accrual of preferred interests                                               |  |                              | (5,150 
|                                                                             |  |                              |        
|Net loss applicable to common stockholders                                   |  | $                            | (889   
|                                                                             |  |                              |        
|Basic and diluted loss per share attributable to common stockholders         |  | $                            | (.01   
|Basic and diluted weighted-average shares outstanding                        |  |                              | 60,077 



See
accompanying notes



3



---



INSIGHT
COMMUNICATIONS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                                         |  | Three months ended March 31, |        
|---------------------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                                         |  | 2003                         |        
|Operating activities:                                                                    |  |                              |        
|Net income (loss)                                                                        |  | $                            | 4,261  
|Adjustments to reconcile net income (loss) to net cash provided by operating
activities: |  |                              |        
|Depreciation and amortization                                                            |  |                              | 54,994 
|Impairment of investments                                                                |  |                              |       
|Gain on cable systems exchange                                                           |  |                              | (26,992
|Minority interest expense (income)                                                       |  |                              | 6,478  
|Provision for losses on trade accounts receivable                                        |  |                              | 2,399  
|Contribution of stock to 401(k) Plan                                                     |  |                              | 447    
|Amortization of note discount                                                            |  |                              | 8,069  
|Changes in operating assets and liabilities, net of the effect of
acquisitions:          |  |                              |        
|Trade accounts receivable                                                                |  |                              | 455    
|Launch fund receivable                                                                   |  |                              | 3,677  
|Prepaid expenses and other assets                                                        |  |                              | (4,880 
|Accounts payable                                                                         |  |                              | (25,791
|Accrued expenses and other liabilities                                                   |  |                              | 40,089 
|                                                                                         |  |                              |        
|Net cash provided by operating activities                                                |  |                              | 63,206 
|                                                                                         |  |                              |        
|Investing activities:                                                                    |  |                              |        
|Purchase of fixed assets                                                                 |  |                              | (40,545
|Purchase of intangible assets                                                            |  |                              | (621   
|Purchase of investments                                                                  |  |                              | (137   
|Purchase of cable television systems                                                     |  |                              | (26,475
|                                                                                         |  |                              |        
|Net cash used in investing activities                                                    |  |                              | (67,778
|                                                                                         |  |                              |        
|Financing activities:                                                                    |  |                              |        
|Distributions of preferred interests                                                     |  |                              | (7,000 
|Proceeds from borrowings under credit facility                                           |  |                              | 29,000 
|Repayment of credit facility                                                             |  |                              | (1,250 
|Principal payment on capital lease and other non-current liabilities                     |  |                              |       
|                                                                                         |  |                              |        
|Net cash provided by financing activities                                                |  |                              | 20,750 
|                                                                                         |  |                              |        
|Net increase in cash and cash equivalents                                                |  |                              | 16,178 
|Cash and cash equivalents, beginning of period                                           |  |                              | 74,850 
|                                                                                         |  |                              |        
|Cash and cash equivalents, end of period                                                 |  | $                            | 91,028 
|                                                                                         |  |                              |        



See
accompanying notes.



4



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





1. Organization and
Basis of Presentation



Through our wholly owned subsidiary,
Insight Communications Company, L.P. (Insight LP), we own a 50% interest in Insight Midwest, L.P. (Insight Midwest), which through its subsidiaries, Insight Communications Midwest, LLC (Insight Communications
Midwest), Insight Communications of Kentucky, L.P. (Insight Kentucky) and Insight Communications of Central Ohio, LLC (Insight Ohio), owns and operates cable television systems in Indiana, Kentucky, Ohio, and Illinois
which passed approximately 2.3 million homes and served approximately 1.3 million customers as of March 31, 2003. In addition, as discussed in Note 7, we also owned and operated a cable television system in Griffin, Georgia through February 28,
2003.



Insight LP is the general partner of Insight Midwest.
Through Insight LP, we manage all of Insight Midwests systems and also manage certain systems owned by an affiliate of Comcast Cable Holdings, LLC (Comcast Cable) (formerly known as AT&T Broadband, LLC), the owner of the
remaining 50% interest in Insight Midwest.



Our other wholly
owned subsidiary, Insight Interactive LLC, owns a 100% equity interest in SourceSuite LLC the results of which have been consolidated as of January 1, 2002 as a result of Insight Interactives acquisition of the remaining 50% equity interest
from Source Media, Inc. in March 2002.



The accompanying
consolidated financial statements include our accounts and those of our wholly owned subsidiaries, Insight LP and Insight Interactive.



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



2. Responsibility for Interim Financial Statements



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



In our 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 our Annual Report on Form 10-K, as amended, for the year ended December 31, 2002.



5



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





2. Responsibility for
Interim Financial Statements (continued)



The preparation of
financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2003
are not necessarily indicative of the results to be expected for the year ending December 31, 2003 or any other interim period.



3. Recent Accounting Pronouncements



In June 2002, the FASB issued SFAS No. 146, Accounting for Disposal Obligations, which became effective for us beginning January 1, 2003. SFAS
No. 146 supersedes EITF Issue No. 94-3 Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 addresses the accounting for
and disclosure of costs to terminate an existing contractual obligation (including but not limited to operating leases), incremental direct and other costs associated with the related disposal activity and termination benefits (severance pay)
provided to employees pursuant to a one-time benefit arrangement that does not constitute a preexisting or newly-created ongoing benefit plan. The adoption of SFAS No. 146 had no impact on our consolidated financial position or results of
operations.



In December 2002, the FASB issued SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure, which amends SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method used on reported results. The disclosure provisions
of SFAS No. 148 are effective for fiscal years ending after December 15, 2002.



Pursuant to SFAS No. 148, we have elected to continue to account for employee stock-based compensation under APB Opinion No. 25, Accounting for Stock Issued to Employees, using an intrinsic value approach to measure
compensation expense. Accordingly, no compensation expense has been recognized for options granted to employees under the Plan since all such options were granted at exercise prices equal to or greater than fair market value on the date of grant.



The following table summarizes relevant information as to our
reported results under the intrinsic value method of accounting for stock awards, with supplemental information, as if the fair value recognition provisions of SFAS No. 123 had been applied to each of the three month periods ended March 31, 2003 and
2002 (in thousands, except per share data):



6



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





3. Recent Accounting
Pronouncements (continued)



|                                                                                             |  | Three months ended March 31, |       
|-------------------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                             |  | 2003                         |       
|Net loss attributable to common stockholders                                                 |  | $                            | (889  
|Stock-based compensation as reported, net of tax                                             |  |                              | 313   
|Stock-based compensation determined under fair value based method for all awards, net of
tax |  |                              | (1,821
|                                                                                             |  |                              |       
|Adjusted net loss attributable to common stockholders                                        |  | $                            | (2,397
|                                                                                             |  |                              |       
|Basic and diluted net loss per share, as reported                                            |  | $                            | (.01  
|                                                                                             |  |                              |       
|Basic and diluted net loss per share, SFAS 123 adjusted                                      |  | $                            | (.04  
|                                                                                             |  |                              |       



4. Long-Lived Assets



Fixed assets consisted of:



|                                               |  | March 31,      |           |   | December 31, |  
|---------------------------------------------- |  | -------------- | --------- | - | ------------ | -
|                                               |  | 2003           |           |   | 2002         |  
|                                               |  | (in thousands) |          
|Land, buildings and improvements               |  | $              | 37,723    |   |              | $
|Cable system equipment                         |  |                | 1,898,535 |   |              |  
|Furniture, fixtures and office equipment       |  |                | 17,177    |   |              |  
|                                               |  |                |           |   |              |  
|                                               |  |                | 1,953,435 |   |              |  
|Less accumulated depreciation and amortization |  |                | (722,175  | ) |              |  
|                                               |  |                |           |   |              |  
|Total fixed assets, net                        |  | $              | 1,231,260 |   |              | $
|                                               |  |                |           |   |              |  



We recorded amortization
expense of $1.2 million and $1.5 million for the three months ended March 31, 2003 and 2002. We estimate aggregate amortization expense, primarily related to deferred financing costs, to be approximately $5.0 million for each of the five succeeding
fiscal years.



7



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5. Debt



Debt consisted of:



|                                         |  | March 31, 2003 |           |   | December 31, 2002 |  
|---------------------------------------- |  | -------------- | --------- | - | ----------------- | -
|                                         |  | (in thousands) |          
|Insight Ohio Credit Facility             |  | $              | 23,750    |   |                   | $
|Insight Midwest Holdings Credit Facility |  |                | 1,467,000 |   |                   |  
|Insight Midwest 93⁄4% Senior Notes         |  |                | 385,000   |   |                   |  
|Insight Midwest 101⁄2% Senior Notes        |  |                | 500,000   |   |                   |  
|Insight Inc. 121⁄4% Senior Discount Notes  |  |                | 360,000   |   |                   |  
|                                         |  |                |           |   |                   |  
|                                         |  |                | 2,735,750 |   |                   |  
|Less unamortized discount on notes       |  |                | (118,927  | ) |                   |  
|                                         |  |                |           |   |                   |  
|Total debt                               |  | $              | 2,616,823 |   |                   | $
|                                         |  |                |           |   |                   |  



Insight Midwest
Holdings Credit Facility



Insight Midwest Holdings, LLC
(Insight Midwest Holdings), a wholly owned subsidiary of Insight Midwest, which owns all of our cable television systems other than those located in Ohio, is party to a $1.75 billion credit facility. On March 28, 2002, we loaned $100.0
million to Insight Midwest, $97.0 million of which was contributed to Insight Midwest Holdings in April 2002 for use in paying down the credit facility balance and in funding financing costs associated with the amendments, and $3.0 million of which
was contributed to Insight Ohio as of March 28, 2002. Insight Midwest Holdings is permitted to make distributions to Insight Midwest for the purpose of repaying our loan provided that there are no defaults existing under the credit facility. The
loan to Insight Midwest bears annual interest of 9%, compounded semi-annually, has a scheduled maturity date of January 31, 2011 and permits prepayments.



Debt Principal Payments



As of March 31, 2003, principal payments required on our debt were as follows (in thousands):



|2003       |  | $ | 3,750    
|---------- |  | - | ---------
|2004       |  |   | 80,000   
|2005       |  |   | 81,250   
|2006       |  |   | 81,250   
|2007       |  |   | 81,250   
|Thereafter |  |   | 2,408,250
|           |  |   |          
|Total      |  | $ | 2,735,750
|           |  |   |          



8



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





5. Debt (continued)



Interest Rate Swap and Collar Agreements



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



Floating Rate to Fixed Rate Swaps



As of
March 31, 2003 and December 31, 2002, we had entered into various interest rate swap and collar agreements effectively fixing interest rates between 5.0% and 5.9% on $435.0 million notional value of debt. Of the agreements outstanding as of March
31, 2003, $285.0 million expire in July 2003 and $150.0 million expire in August 2004. We recorded $2.5 million and $2.7 million of accrued interest related to these agreements as of March 31, 2003 and December 31, 2002.



Fixed Rate to Floating Rate Swaps



In February 2003, we entered into two interest rate swap agreements whereby we
swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of approximately 7.7%, on $185.0 million notional value of debt. Six-month LIBOR ranged between 1.26%
and 1.34% for February and March 2003. These interest rate swaps expire in November 2005.



6. Comprehensive Income (Loss)



Comprehensive income (loss) totaled $12.0 million and $(11.1) million for the three months ended March 31, 2003 and 2002. We own equity securities that are classified as available-for-sale and reported at market value, with
unrealized gains and losses recorded as accumulated other comprehensive income or loss in the accompanying consolidated balance sheets. In addition, we record the effective portion of certain derivatives gains or losses as accumulated other
comprehensive income or loss in the accompanying consolidated balance sheets.



9



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





7. Related Party
Transactions



Managed Systems



On March 17, 2000, we entered into a two-year management agreement with
Comcast of Montana/Indiana/Kentucky/Ohio (formerly known as InterMedia Partners Southeast), an affiliate of Comcast Cable, to provide management services to cable television systems owned by Comcast. The management agreement has been extended and
expires on June 30, 2003. As of March 31, 2003, these systems served approximately 91,800 customers in the state of Indiana. We recognized management fees in connection with this agreement of $658,000 and $635,000 for the three months ended March
31, 2003 and 2002.



On February 28, 2003, Insight Communications
Midwest exchanged with Comcast of Montana/Indiana/Kentucky/Ohio the system we then owned in Griffin, Georgia, serving approximately 11,800 customers, plus $25.0 million, for the managed systems located in New Albany, Indiana and Shelbyville,
Kentucky, together serving approximately 23,400 customers. Additionally, pursuant to the agreement, Insight Communications Midwest paid approximately $1.5 million as a closing adjustment to Comcast of Montana/Indiana/Kentucky/Ohio to complete the
rebuild and upgrade of the Griffin, Georgia system.



This system
exchange was accounted for on that date as a sale of the Griffin, Georgia system and a purchase of the New Albany, Indiana and Shelbyville, Kentucky systems. In connection with this system exchange, we recorded a gain of approximately $27.0 million
equal to the difference between the fair value and carrying value of the Griffin, Georgia system as of the closing date. Of the $64.5 million purchase price of the New Albany, Indiana and Shelbyville, Kentucky systems $31.9 million was preliminarily
allocated to such cable television systems assets acquired in relation to their fair values and $32.6 million was preliminarily allocated to franchise costs.



Programming



We purchase the majority of our programming through an affiliate of Comcast Cable. Charges for such programming, including a 11⁄2% administrative fee,
were $35.6 million and $31.0 million for the three months ended March 31, 2003 and 2002. As of March 31, 2003 and December 31, 2002, $35.6 million and $22.6 million of accrued programming costs were due to an affiliate of Comcast Cable. We believe
that the programming rates charged through this affiliate are lower than those available from independent parties.



10



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





7. Related Party
Transactions (continued)



Telephone Agreements



In July 2000, to facilitate delivery of telephone
services we entered into a ten-year agreement with AT&T Broadband (now known as Comcast Cable) that allows Insight Midwest to deliver local telephone service. Under the terms of the agreement, Insight Midwest leases certain capacity on our
network to Comcast Cable. Revenue earned from leased network capacity used in the provision of telephone services was $1.1 million and $200,000 for the three months ended March 31, 2003 and 2002.



In addition, Insight Midwest provides certain services and support for which
it receives additional payments related to installations, marketing and billing support. Fee revenue earned in connection with installations is deferred and amortized over the expected term a telephone customer maintains their telephone service,
currently estimated to be three years. Marketing and billing support revenue is recognized in the period such services are performed.



Advertising Services



In October 1999, to facilitate the administration of our advertising services in our Kentucky Systems, we entered into an agreement expiring on January 1,
2004 with an affiliate of AT&T Broadband (now known as Comcast Cable), which provides for this affiliate to perform all of our Kentucky advertising sales and related administrative services. We, through our Kentucky Systems, earned advertising
revenues through this affiliate of $3.9 million and $3.3 million for the three months ended March 31, 2003 and 2002. As of March 31, 2003 and December 31, 2002, we had $9.4 million and $8.5 million as a receivable due from this affiliate included in
other current assets. We pay this affiliate a fixed and variable fee for providing this service based on advertising sales cash flow growth. As of March 31, 2003 and December 31, 2002, we had $449,000 and $308,000 recorded as payables to this
affiliate related to such services.



SourceSuite



On March 14, 2002, Insight Interactive purchased the
remaining 50% equity interest in SourceSuite that it did not already own from Source Media by tendering $10.2 million face amount of Source Medias 12% bonds. The fair market value of such tendered bonds on March 14, 2002 was $205,000. The
excess of the fair value of SourceSuites acquired assets and liabilities over the purchase price of $205,000, totaling $571,000, was allocated as a reduction to long-lived assets based on their respective fair values. The operating results of
SourceSuite have been consolidated in the accompanying financial statements effective January 1, 2002.



11



---

INSIGHT COMMUNICATIONS COMPANY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





8. At Home Corporation



High-speed data service charges were incurred through
February 28, 2002 as a result of payments made to At Home Corporation (@Home), the former provider of high-speed data services for all of our systems, except for those located in Ohio. On September 28, 2001, @Home filed for protection
under Chapter 11 of the Bankruptcy Code. For the purpose of continuing service to existing customers and to resume the provisioning of service to new customers, we entered into an interim service arrangement that required that we pay $10.0 million
to @Home to extend service for three months through February 28, 2002. As a result of this arrangement we incurred approximately $4.1 million in excess of our original agreed-to cost for such services rendered from January 1, 2002 through February
28, 2002 which are presented as high-speed data charges on our statement of operations.



9. Commitments and Contingencies



Programming Contracts



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



Litigation



We have filed a state court action against the City of Louisville for its grant of a more favorable franchise to Knology, Inc. Our commencement of this
action automatically suspended this franchise pending a court determination. In November 2000, Knology filed a federal court action against us seeking monetary damages and other relief for alleged violations of federal laws arising out of our having
filed, pursuant to the provisions of our own franchise from the City, the state court action. In March 2001, the federal court preliminarily set aside the state court suspension of Knologys franchise. A trial date has been scheduled for May
19, 2003. We believe we have substantial and meritorious defenses to the asserted federal claims and intend to defend it vigorously. Consequently, we have not recorded any loss reserves in the accompanying financial statements.



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



12



---



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



Forward-Looking Statements



Some of the
information in this quarterly report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as may, will, expect,
anticipate, believe, estimate and continue or similar words. You should read statements that contain these words carefully because they:



| |  |  | discuss our future expectations;
| | - |  | --------------------------------



| |  |  | contain projections of our future results of operations or of our financial condition; or
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | state other forward-looking information.
| | - |  | ------------------------------------------



We believe it is important to communicate our expectations to our investors. However, there may be events in the future that we are not able to accurately
predict or over which we have no control. The risk factors listed in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2002, as well as any cautionary language in this quarterly report, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Examples of these risks include our history and expectation of future net losses, our substantial
debt, changes in laws and regulations, increasing programming costs and competition. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this quarterly report could have a material adverse effect on
our business, operating results and financial condition.



Results of Operations



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



As a result of its March 14, 2002 purchase of the remaining 50% equity interest in SourceSuite, LLC, Insight Interactive now
owns 100% of SourceSuites equity interests. As such, the operating results of SourceSuite have been consolidated in the accompanying financial statements effective January 1, 2002.



In July 2000, to facilitate delivery of telephone services we entered into a ten-year agreement with AT&T Broadband (now
known as Comcast Cable) that allows Insight Midwest to deliver local telephone service. Under the terms of the agreement, Insight Midwest leases certain capacity on our network to Comcast Cable. Revenue earned from leased network capacity used in
the provision of telephone services was $1.1 million and $200,000 for the three months ended March 31, 2003 and 2002.



13



---



In addition, Insight Midwest
provides certain services and support for which it receives additional payments related to installations, marketing and billing support. Fee revenue earned in connection with installations is deferred and amortized over the expected term a telephone
customer maintains their telephone service, currently estimated to be three years. Marketing and billing support revenue is recognized in the period such services are performed.



Some of the principal reasons for our net losses through March 31, 2003 include depreciation and amortization associated with
our acquisitions and capital expenditures related to construction and upgrading of our systems, and interest costs on borrowed money. Beginning January 1, 2002, we no longer record amortization expense associated with goodwill and franchise costs;
however, we expect to continue to report net losses for the foreseeable future. We cannot predict what impact, if any, continued losses will have on our ability to finance our operations in the future.



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



|                                          |  | Three Months Ended March 31, |        
|----------------------------------------- |  | ---------------------------- | -------
|                                          |  | 2003                         |        
|                                          |  | (in thousands)               |        
|Revenue                                   |  | $                            | 215,045
|Operating costs and expenses:             |  |                              |        
|Programming and other operating costs     |  |                              | 79,868 
|Selling, general and administrative       |  |                              | 45,094 
|High-speed data charges                   |  |                              |       
|Depreciation and amortization             |  |                              | 54,994 
|                                          |  |                              |        
|Total operating costs and expenses        |  |                              | 179,956
|                                          |  |                              |        
|Operating income                          |  |                              | 35,089 
|Operating cash flow                       |  |                              | 90,083 
|Interest expense                          |  |                              | 51,446 
|Minority interest income (expense)        |  |                              | (6,478 
|Net income (loss)                         |  |                              | 4,261  
|Net cash provided by operating activities |  |                              | 63,206 
|Net cash used in investing activities     |  |                              | 67,778 
|Net cash provided by financing activities |  |                              | 20,750 



Operating cash flow
(OCF) represents operating income or loss before depreciation and amortization. We believe that OCF is commonly used in the cable television industry to analyze and compare cable television companies on the basis of operating
performance, leverage and liquidity. However, OCF is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, either operating income or net income as an indicator of operating performance or
cash flows as a measure of liquidity, as determined in accordance with accounting principles generally accepted in the United States. Refer to our consolidated financial statements, including our consolidated statements of cash flows, which appear
elsewhere in this report.



14



---



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



|                              |  | Three Months Ended March 31,
|----------------------------- |  | ----------------------------
|                              |  | 2003                        
|                              |  | (in thousands)              
|Operating income              |  | $                           
|Adjustment(1):                |  |                             
|Depreciation and amortization |  |                             
|                              |  |                             
|Operating cash flow           |  | $                           
|                              |  |                             



(1)The adjustment to OCF excludes high-speed data charges of $4.1 million for the three months ended March 31, 2002 that were
included in previous reports filed by us.



Three Months Ended
March 31, 2003 Compared to Three Months Ended March 31, 2002



Revenue increased $22.3 million or 12% to $215.0 million for the three months ended March 31, 2003 from $192.7 million for the three months ended March 31, 2002. The increase in revenue was primarily the result of gains in our
high-speed data and digital services with revenue increases over the prior years quarter of 74% and 24%. In addition, our basic cable service revenue increased 7% primarily due to basic rate increases.



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



|                              |  | 2003 Revenue by Service Offering |         | % of Total Revenue |       |   | 2002 Revenue by Service Offering |   | % of Total Revenue | 
|----------------------------- |  | -------------------------------- | ------- | ------------------ | ----- | - | -------------------------------- | - | ------------------ | 
|Basic                         |  | $                                | 130,851 |                    | 60.9  | % |                                  | $ | 122,306            | 
|Digital                       |  |                                  | 19,132  |                    | 8.9   | % |                                  |   | 15,431             | 
|High-speed data               |  |                                  | 20,262  |                    | 9.4   | % |                                  |   | 11,652             | 
|Premium / analog pay-per-view |  |                                  | 14,704  |                    | 6.8   | % |                                  |   | 15,377             | 
|Telephone                     |  |                                  | 2,568   |                    | 1.2   | % |                                  |   | 810                | 
|Advertising                   |  |                                  | 12,535  |                    | 5.8   | % |                                  |   | 11,531             | 
|Franchise fees                |  |                                  | 6,702   |                    | 3.1   | % |                                  |   | 6,389              | 
|Other                         |  |                                  | 8,291   |                    | 3.9   | % |                                  |   | 9,249              | 
|                              |  |                                  |         |                    |       |   |                                  |   |                    | 
|Total                         |  | $                                | 215,045 |                    | 100.0 | % |                                  | $ | 192,745            | 
|                              |  |                                  |         |                    |       |   |                                  |   |                    | 



15



---



RGUs (Revenue Generating
Units) were approximately 1,870,000 as of March 31, 2003 compared to approximately 1,689,900 as of March 31, 2002. This represents a growth rate of 11%. On a same store basis, RGUs grew 10% from the prior year quarter. RGUs represent the sum of
basic, digital, high-speed data, and telephone customers.



Average monthly revenue per basic customer, including management fee revenue and SourceSuite revenue, was $55.34 for the three months ended March 31, 2003, compared to $49.60 for the three months ended March 31, 2002 primarily
reflecting the continued successful rollout of new product offerings in all markets. Average monthly revenue per basic customer for high-speed data and digital service increased to $10.13 for the three months ended March 31, 2003, up from $6.97 for
the three months ended March 31, 2002.



Programming and other
operating costs increased $9.7 million or 14% to $79.9 million for the three months ended March 31, 2003, from $70.1 million for the three months ended March 31, 2002. The increase in programming and other operating costs was primarily the result of
increased programming costs for our classic, digital and high-speed data services due to increased programming rates and customers served as well as additional programming added in our newly rebuilt systems. Programming costs increased 10% for the
three months ended March 31, 2003 from the three months ended March 31, 2002.



Selling, general and administrative expenses increased $4.2 million or 10% to $45.1 million for the three months ended March 31, 2003, from $40.9 million for the three months ended March 31, 2002. The increase in selling, general and
administrative expenses was primarily the result of increased costs related to salaries and benefits due to increased headcount in our telephone and customer service groups. Additionally, the increase is related to a decrease in funds received for
marketing support (recorded as a reduction to selling, general and administrative expenses) for the three months ended March 31, 2003 compared to the three months ended March 31, 2002.



High-speed data service charges were incurred through February 28, 2002 as a result of payments made to At Home Corporation
(@Home), the former provider of high-speed data services for all of our systems, except for those located in Ohio. On September 28, 2001, @Home filed for protection under Chapter 11 of the Bankruptcy Code. For the purpose of continuing
service to existing customers and to resume the provisioning of service to new customers, we entered into an interim service arrangement that required us to pay $10.0 million to @Home to extend service for three months through February 28, 2002. As
a result of this arrangement we incurred approximately $4.1 million in excess of our original agreed-to cost for such services rendered through February 28, 2002.



Depreciation and amortization expense increased $6.6 million or 14% to $55.0 million for the three months ended March 31,
2003, from $48.4 million for the three months ended March 31, 2002. The increase in depreciation and amortization expense was primarily the result of additional capital expenditures through March 31, 2003 to support the continued rebuild of our
Illinois systems and the rollout of new digital, high-speed data and telephone services to existing rebuilt systems.



OCF increased $12.5 million or 16% to $90.1 million for the three months ended March 31, 2003, from $77.6 million for the three months ended March 31,
2002. The increase is primarily due to increased basic, digital and high-speed data revenue, partially offset by increases in programming and other operating costs and selling, general and administrative costs. In addition, the increase in OCF is
also attributable to the absence of high-speed data service charges to @Home for the three months ended



16



---



March 31, 2003 that were
previously included in the adjustments to OCF during the three months ended March 31, 2002.



Interest expense remained relatively flat for the three months ended March 31, 2003 compared to the three months ended March 31, 2002. Interest expense decreased $489,000 or 1% primarily as a result of
lower interest rates, which averaged 7.79% for the three months ended March 31, 2003, versus 7.88% for the three months ended March 31, 2002. Partially offsetting this decrease was higher outstanding debt, which averaged $2.60 billion for the three
months ended March 31, 2003, versus $2.56 billion for the three months ended March 31, 2002.



Minority interest decreased $16.4 million or 165% to expense of $(6.5) million for the three months ended March 31, 2003 from income of $9.9 million for the three months ended March 31, 2002. The
decrease is the result of Insight Midwests net income applicable to common interests primarily due to the $27.0 million gain recorded on the swap of our Griffin, GA system for the managed Shelbyville, KY and New Albany, IN systems owned by
Comcast of Montana/Indiana/Kentucky/Ohio.



For the three months
ended March 31, 2003, net income was $4.3 million.



17



---



Liquidity and Capital
Resources



Our business requires cash for operations, debt
service, capital expenditures and acquisitions. The cable television business has substantial on-going capital requirements for the construction, expansion and maintenance of its broadband networks. Expenditures have primarily been used to upgrade
our existing cable network, and in the future will be used for network extensions, new services, converters and network upgrades. Historically, we have been able to meet our cash requirements with cash flow from operations, borrowings under our
credit facilities and issuances of private and public debt and equity.



Cash provided by operations for the three months ended March 31, 2003 and 2002 was $63.2 million and $43.7 million. The increase was primarily attributable to the timing of cash receipts and payments related to working capital
accounts.



Cash used in investing activities for the three months
ended March 31, 2003 and 2002 was $67.8 million and $59.2 million. The increase was primarily attributable to the swap of our Griffin, GA system for the managed Shelbyville, KY and New Albany, IN systems owned by Comcast of
Montana/Indiana/Kentucky/Ohio offset by reduced capital spending during the current quarter.



Cash provided by financing activities for the three months ended March 31, 2003 and 2002 was $20.8 million and $22.7 million. The decrease was primarily attributable to lower net borrowings from the
Insight Midwest Holdings Credit Facility during the three months ended March 31, 2003 and a $1.3 million principal repayment of the Insight Ohio Credit Facility on March 31, 2003. We contributed $7.0 million to Insight Ohio during the three months
ended March 31, 2003 and 2002.



For the three months ended March
31, 2003 and 2002, we spent $40.5 million and $50.3 million in capital expenditures largely to support our plant rebuild in Illinois which is estimated to be substantially completed by year-end, telephone deployment and success-based capital
including interactive digital and high-speed data expansion.



On
March 28, 2002, we loaned $100.0 million to Insight Midwest, $97.0 million of which was contributed to Insight Midwest Holdings on April 18, 2002 for use in paying down the credit facility balance and in funding financing costs associated with the
amendments, and $3.0 million of which was contributed to Insight Ohio on March 28, 2002. Insight Midwest Holdings is permitted to make distributions to Insight Midwest for the purpose of repaying our loan provided that there are no defaults existing
under the credit facility. The loan to Insight Midwest bears annual interest of 9%, compounded semi-annually, has a scheduled maturity date of January 31, 2011 and permits prepayments.



We have a substantial amount of debt. Our high level of debt could have important consequences for you. Our investments in
our operating subsidiaries, including Insight Midwest, constitute substantially all of our operating assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. Our principal
source of cash we need to pay our obligations and to repay the principal amount of our debt obligations is the cash that our subsidiaries generate from their operations and their borrowings. Our subsidiaries are not obligated to make funds



18



---

available to us and are restricted by the terms of their indebtedness from doing so. Our ability to access
the cash flow of our subsidiaries may be contingent upon our ability to refinance the debt of our subsidiaries.



We believe that the Midwest Holdings Credit Facility, cash on-hand and our cash flow from operations are sufficient to support our current operating plan. We have the ability to draw upon the $283.0
million of unused availability under the Midwest Holdings Credit Facility as of March 31, 2003 to fund any shortfall resulting from the inability of Insight Midwests cash from operations to fund its capital expenditures, meet its debt service
requirements or otherwise fund its operations.



The following
table summarizes our contractual obligations and commitments, excluding interest, preferred dividends and commitments for programming, as of March 31, 2003, including periods in which the related payments are due (in thousands):



|                       |  | Long-Term Debt |           | Preferred Interests |   | Operating Leases |  | Total
|---------------------- |  | -------------- | --------- | ------------------- | - | ---------------- |  | -----
|2003                   |  | $              | 3,750     |                     | $ |                 |  | $    
|2004                   |  |                | 80,000    |                     |   |                 |  |      
|2005                   |  |                | 81,250    |                     |   |                 |  |      
|2006                   |  |                | 81,250    |                     |   | 140,000          |  |      
|2007                   |  |                | 81,250    |                     |   |                 |  |      
|Thereafter             |  |                | 2,408,250 |                     |   | 55,869           |  |      
|                       |  |                |           |                     |   |                  |  |      
|Total cash obligations |  | $              | 2,735,750 |                     | $ | 195,869          |  | $    
|                       |  |                |           |                     |   |                  |  |      



19



---



Item 3. Quantitative and
Qualitative Disclosure About Market Risk



Our revolving
credit and term loan agreements bear interest at floating rates. Accordingly, we are exposed to potential losses related to changes in interest rates. We do not enter into derivatives or other financial instruments for trading or speculative
purposes. In order to manage our exposure to interest rate risk, we enter into derivative financial instruments, typically interest rate swaps and collars. The counter-parties to our swap and collar agreements are major financial institutions.



As of March 31, 2003, we had entered into interest rate swaps
that approximated $435.0 million, or 29.2%, of our borrowings under all of our credit facilities of which $285.0 million expires in July 2003 and $150.0 million expires in August 2004. A hypothetical 100 basis point increase in interest rates along
the entire interest rate yield curve would increase our annual interest expense by approximately $10.6 million.



Additionally, in February 2003, we entered into two interest rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable rates equal to
six-month LIBOR, plus the applicable margin of approximately 7.7%, on $185.0 million notional value of debt. These interest rate swaps expire in November 2005. A hypothetical 100 basis point increase in interest rates along the entire
interest rate yield curve would increase our annual interest expense by approximately $1.9 million.



The fair market value and carrying value of our 93⁄4% senior notes, 101⁄2% senior notes and 121⁄4% senior discount notes was $1.17 billion and $1.13 billion as of March 31, 2003. The fair
market value of our credit facility borrowings approximates its carrying value as the credit facility borrowings bear interest at floating rates of interest. As of March 31, 2003, the estimated fair value (cost if terminated) of our interest rate
swap and collar agreements was approximately ($11.1) million, which represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices and is reflected in our financial statements as
other non-current liabilities. Changes in the fair value of derivative financial instruments are either recognized in income or in stockholders equity as a component of accumulated other comprehensive income (loss) depending on whether the
derivative financial instruments qualify for hedge accounting.



20



---



Item 4. Controls and
Procedures



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



21



---



PART II.
OTHER INFORMATION



Item 2. Changes in Securities



During the three months ended March 31, 2003, we issued
36,111 shares of Class A common stock in connection with our matching contributions to our 401(k) plan and granted stock options to certain of our employees, directors and external consultants to purchase an aggregate of 60,708 shares of Class A
common stock. The issuances of common stock and grants of stock options were not registered under the Securities Act of 1933 because such issuances and grants either did not involve an offer or sale for purposes of Section 2(a)(3) of the Securities
Act of 1933, in reliance on the fact that the matching contributions and stock options were issued and granted for no consideration, or were offered and sold in transactions not involving a public offering, exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) and in compliance with Rule 506 thereunder.



22



---



Item 6. Exhibits and
Reports on Form 8-K



|(a) |  | Exhibits:
|--- |  | ---------



None



|(b) |  | Reports on Form 8-K:
|--- |  | --------------------



None



23



---



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934, Insight Communications Company, Inc. (the Registrant) has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|Date: May 7, 2003 |  |  |  | INSIGHT COMMUNICATIONS COMPANY, INC.
|----------------- |  |  |  | ------------------------------------
|                 
|                  |  |  |  | /s/    DINESH C. JAIN               
|                  |  |  |  |                                     



CERTIFICATIONS



I, Michael S. Willner,
certify that:



| | 1) |  | I have reviewed this quarterly report on Form 10-Q of the Registrant;
| | -- |  | ---------------------------------------------------------------------



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



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



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



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



| | b) |  | evaluated the effectiveness of the Registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



24



---



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



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



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



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



/s/    MICHAEL S. WILLNERMichael S. Willner Vice Chairman and Chief Executive Officer




May 7, 2003



I, Dinesh C. Jain, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of the Registrant;
|-- |  | ---------------------------------------------------------------------



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



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



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



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



25



---



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



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



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



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



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



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



/s/    DINESH C. JAINDinesh C. Jain Senior Vice President and Chief Financial Officer




May 7, 2003



26



---



CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Michael S. Willner, hereby certify that the quarterly
report on Form 10-Q of the Registrant for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report), fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.



/s/    MICHAEL S. WILLNERMichael S. Willner Vice Chairman and Chief Executive Officer




May 7, 2003



27



---



CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Dinesh C. Jain, hereby certify that the quarterly report
on Form 10-Q of the Registrant for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.



/s/    DINESH C. JAINDinesh C. Jain Senior Vice President and Chief Financial Officer




May 7, 2003



28