---




SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-Q








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


SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended June 30, 2002








Commission File Numbers:

333-64449-02333-64449-01333-64449





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Coaxial LLC


Coaxial Financing Corp.


Insight Communications of Central Ohio, LLC


(Exact name of registrants as specified in their charters)








Delaware

13-4080422Delaware

13-4061992Delaware

13-4017803(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification
No.)





c/o Insight Communications Company, Inc.


810 7th Avenue


New York, New York 10019


(Address of principal executive offices, including zip code)





(917) 286-2300


(Registrants telephone number, including area code)





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





Coaxial LLC

Not ApplicableCoaxial Financing Corp.

Not ApplicableInsight Communications of Central Ohio, LLC

Not Applicable





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PART I.     FINANCIAL INFORMATION








Item 1.    Financial Statements





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




1




---

COAXIAL LLC


CONSOLIDATED
BALANCE SHEETS


(in thousands)





June 30, 2002


December 31, 2001(unaudited)AssetsInvestments

$
9,384


$
19,328Dividends receivable


5,250



5,250Total current assets


14,634



24,578Deferred financing costs, net


3,432



3,814Investment in affiliate


188,670



185,713Note receivable  Coaxial DJM LLC


6,750



6,750Note receivable  Coaxial DSM LLC


3,000



3,000Interest receivable on notes


6,265



5,272Total assets

$
222,751


$
229,127Liabilities and members equityAccrued interest

$
5,250


$
5,250Total current liabilities


5,250



5,250Senior discount notes


48,670



45,713Senior notes, including $105.6 million to be paid by Phoenix Associates


140,000



140,000Total liabilities


193,920



190,963Commitments and contingenciesMembers equity:In-substance allocation of proceeds related to senior notes to be paid by Phoenix Associates


(64,985
)


(70,263
)Members accumulated equity


101,932



106,599Accumulated other comprehensive income (loss)


(8,116
)


1,828Total members equity


28,831



38,164Total liabilities and members equity

$
222,751


$
229,127





See accompanying notes




2




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COAXIAL LLC


CONSOLIDATED STATEMENTS OF OPERATIONS


(unaudited)


(in thousands)





Three months ended June
30,


Six months ended June
30,2002


2001


2002


2001Expenses:Amortization

$
191


$
191


$
382


$
382Other income (expense):Interest income  related parties


505



442



993



872Interest expense


(5,002
)


(4,806
)


(9,957
)


(9,572
)Dividend on preferred interests


5,002



4,806



9,957



9,572Total other income, net


505



442



993



872Net income

$
314


$
251


$
611


$
490





See accompanying notes




3




---

COAXIAL LLC


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(unaudited)


(in
thousands)





Six months ended June
30,2002


2001Operating activities:Net income

$
611


$
490Adjustments to reconcile net income to net cash used in operating activities:Amortization


382



382Interest expense assumed by affiliate


5,278



5,278Dividend on preferred interest


(9,957
)


(9,572
)Accretion of original issue discount on Senior Discount Notes


2,957



2,572Changes in operating assets and liabilities:Due from related parties


(993
)


(872
)Net cash used in operating activities


(1,722
)


(1,722
)Financing activities:Capital distributions


(5,278
)


(5,278
)Proceeds from dividend on preferred interests


7,000



7,000Net cash provided by financing activities


1,722



1,722Net change in cash and cash equivalents






Cash and cash equivalents, beginning of period






Cash and cash equivalents, end of period

$



$






See accompanying notes




4




---

COAXIAL LLC


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS








1.    Organization and Basis of
Presentation





Coaxial LLC (the Company), a Delaware limited liability company, was formed on July 24, 1998 in order to
own and hold 671⁄2% of the common stock of Coaxial Communications of Central Ohio, Inc. (Coaxial Inc.). The Company has one individual as its sole member.





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





In connection with the contribution of Coaxial Inc.s cable system (the System) described below and with the issuance of the Senior Notes and Senior Discount Notes by Coaxial Inc. and
the Company during 1998, the three individuals who previously owned the outstanding stock of Coaxial Inc. contributed their stock to three separate limited liability companies. Accordingly, Coaxial Inc. is a subsidiary of the Company, which owns
671⁄2% of Coaxial Inc.s outstanding stock.





Other related entities affiliated with the Company in addition to Coaxial Inc.,
include Coaxial DJM LLC, Coaxial DSM LLC, (collectively, the Coaxial Entities), Phoenix Associates (Phoenix), Coaxial Financing Corp., Coaxial 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 Coaxial Financing Corp. are
co-issuers of the Senior Discount Notes. Coaxial Inc. and Phoenix are co-issuers of the Senior Notes. The ability of Coaxial Financing Corp., the Company, Coaxial Inc. and Phoenix to make scheduled payments with respect to the Senior Discount Notes
and Senior Notes is dependent on the financial and operating performance of Insight Ohio. The required distributions on the Series A preferred equity interest and Series B preferred equity interest to Coaxial Inc. are designed to provide the cash
flow necessary to service the debt requirements on the Senior Notes and Senior Discount Notes, respectively.





2.    Responsibility for Interim Financial Statements





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





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




5




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COAXIAL LLC


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)








2.    Responsibility
for Interim Financial Statements (continued)





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





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





3.    Comprehensive Income (Loss)





Comprehensive income (loss) totaled ($7.1) million and
($9.3) million for the three and six months ended June 30, 2002 and ($189,000) and $2.5 million for the three and six months ended June 30, 2001, respectively. The Company owns common stock that is classified as available-for-sale and reported at
market value, with unrealized gains and losses recorded as accumulated other comprehensive income or loss in the accompanying balance sheets.




6




---

COAXIAL FINANCING CORP.


BALANCE
SHEETS


(in thousands)





June 30,


December 31,2002


2001(unaudited)AssetsCash

$
1


$
1Deferred financing costs, net


830



898Total assets

$
831


$
899Liabilities and shareholders deficitSenior discount notes, to be paid by Coaxial LLC

$
48,670


$
45,713Shareholders deficit:Common stock; $.01 par value; 1,000 shares authorized, issued and outstanding






Paid-in-capital


1



1In-substance allocation of proceeds related to senior discount notes to be paid by Coaxial LLC


(28,646
)


(28,646
)Accumulated deficit


(19,194
)


(16,169
)Total shareholders deficit


(47,839
)


(44,814
)Total liabilities and shareholders deficit

$
831


$
899





See accompanying notes




7




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COAXIAL FINANCING CORP.


STATEMENTS OF OPERATIONS


(unaudited)


(in thousands)








Three months ended June
30,


Six months ended June
30,2002


2001


2002


2001Expenses:Amortization

$
(34
)

$
(34
)

$
(68
)

$
(68
)Interest expense


(1,502
)


(1,306
)


(2,957
)


(2,572
)Net loss

$
(1,536
)

$
(1,340
)

$
(3,025
)

$
(2,640
)





See accompanying notes




8




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COAXIAL FINANCING CORP.


STATEMENTS OF CASH FLOWS


(unaudited)


(in thousands)








Six months ended June
30,2002


2001Cash flows from operating activities:Net loss

$
(3,025
)

$
(2,640
)Adjustments to reconcile net loss to net cash provided by operating activities:Amortization of deferred financing costs


68



68Accretion of original issue discount on senior discount notes assumed by affiliate


2,957



2,572Net cash provided by operating activities






Net increase in cash






Cash, beginning of period


1



1Cash, end of period

$
1


$
1





See accompanying notes







9




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COAXIAL FINANCING CORP.


NOTES
TO FINANCIAL STATEMENTS





1.    Organization





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





2.    Responsibility for Interim Financial Statements





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





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





The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from
those estimates.




10




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COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.


BALANCE SHEETS


(in thousands)








June 30,


December 31,2002


2001(unaudited)AssetsInvestments

$
9,384


$
19,328Dividend receivable


5,250



5,250Total current assets


14,634



24,578Deferred financing costs, net


2,601



2,915Investment in affiliate


188,670



185,713Total assets

$
205,905


$
213,206Liabilities and shareholders equityAccrued interest

$
5,250


$
5,250Total current liabilities


5,250



5,250Senior notes, including $105.6 million to be paid by Phoenix Associates


140,000



140,000Total liabilities


145,250



145,250Commitments and contingenciesShareholders equity:Common stock; $1 par value; 2,000 shares authorized; 1,080 shares issued and outstanding as of June 30, 2002 and
December 31, 2001


1



1Paid in capital


11,501



11,501In-substance allocation of proceeds related to senior notes to be paid by Phoenix Associates


(64,985
)


(70,263
)Retained earnings


122,254



124,889Accumulated other comprehensive income (loss)


(8,116
)


1,828Total shareholders equity


60,655



67,956Total liabilities and shareholders equity

$
205,905


$
213,206





See accompanying notes







11




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COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.


STATEMENTS OF OPERATIONS


(unaudited)


(in thousands)








Three months ended June
30,


Six months ended June
30,2002


2001


2002


2001Expenses:Amortization


157



157



314



314Other income (expense):Interest expense


(3,500
)


(3,500
)


(7,000
)


(7,000
)Dividend on preferred interests


5,002



4,806



9,957



9,572Total other income (expense), net


1,502



1,306



2,957



2,572Net income

$
1,345


$
1,149


$
2,643


$
2,258





See accompanying notes




12




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COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.


STATEMENTS OF CASH FLOWS


(unaudited)


(in thousands)








Six months ended June
30,2002


2001Operating activities:Net income

$
2,643


$
2,258Adjustments to reconcile net income to net cash used in operating activities:Amortization


314



314Interest expense assumed by affiliate


5,278



5,278Dividend on preferred interest


(9,957
)


(9,572
)Net cash used in operating activities


(1,722
)


(1,722
)Financing activities:Capital distributions


(5,278
)


(5,278
)Proceeds from dividend on preferred interest


7,000



7,000Net cash provided by financing activities


1,722



1,722Net change in cash and cash equivalents






Cash and cash equivalents, beginning of period






Cash and cash equivalents, end of period

$



$






See accompanying notes







13




---

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.


NOTES TO FINANCIAL STATEMENTS





1.    Organization and Basis of Presentation





Coaxial Communications of Central Ohio, Inc. (the Company or Coaxial Inc.), an Ohio corporation, through its
ownership of preferred interests, has a 30% voting interest in Insight Communications of Central Ohio, LLC (Insight Ohio). Insight Ohio operates a cable television system that provides basic and expanded cable television services to
homes in the eastern parts of Columbus, Ohio and surrounding areas. Prior to August 8, 2000, the Company owned 100% of the voting interest in Insight Ohio and therefore consolidated the financial statements of Insight Ohio for periods prior to such
date. In connection with the contribution of the Companys cable system (the System), the issuance of the Senior Notes and the issuance of the Senior Discount Notes by the Companys majority shareholder, Coaxial LLC, during
1998 the three individuals who previously owned the outstanding stock of the Company contributed their stock to three separate limited liability companies. Accordingly, the Company is a subsidiary of Coaxial LLC, which owns 671⁄2% 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 dependent on the financial and operating performance of Insight Ohio. The required distributions on the Series A preferred equity interest to the Company is designed
to provide the cash flow necessary to service the debt requirements on the Senior Notes.





2.    Responsibility for
Interim Financial Statements





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




14




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COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.


NOTES TO FINANCIAL STATEMENTS (CONTINUED)





2.    Responsibility for Interim Financial
Statements (continued)





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





3.    Comprehensive Income (Loss)





Comprehensive income (loss) totaled ($6.0) million and ($7.3) million for the three and six months ended June 30, 2002 and $709,000 and $4.2 million
for the three and six months ended June 30, 2001, respectively. The Company owns common stock that is classified as available-for-sale and reported at market value, with unrealized gains and losses recorded as accumulated other comprehensive income
or loss in the accompanying balance sheets.




15




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PHOENIX ASSOCIATES


BALANCE SHEETS


(in thousands)








June 30,


December 31,2002


2001(unaudited)AssetsInterest receivable

$
609


$
531Notes receivable  related parties


550



550Total current assets


1,159



1,081Due from related party


406



406Deferred financing costs, net


2,601



2,915Total assets

$
4,166


$
4,402Liabilities and partners deficitInterest payable

$
5,250


$
5,250Total current liabilities


5,250



5,250Senior notes, including $34.4 million to be paid by Coaxial Communications of Central Ohio, Inc.


140,000



140,000Total liabilities


145,250



145,250Commitments and contingenciesPartners deficit:In-substance allocation of proceeds related to senior notes to be paid by Coaxial Communications of Central Ohio,
Inc.


(21,155
)


(22,877
)Partners accumulated deficit


(119,929
)


(117,971
)Total partners deficit


(141,084
)


(140,848
)Total liabilities and partners deficit

$
4,166


$
4,402





See accompanying notes




16




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PHOENIX ASSOCIATES


STATEMENTS
OF OPERATIONS


(unaudited)


(in thousands)








Three months ended June
30,


Six months ended June
30,2002


2001


2002


2001Expenses:Amortization

$
(157
)

$
(157
)

$
(314
)

$
(314
)Interest income (expense):Interest incomerelated parties


39



39



78



78Interest expense


(3,500
)


(3,500
)


(7,000
)


(7,000
)Total interest expense, net


(3,461
)


(3,461
)


(6,922
)


(6,922
)Net loss

$
(3,618
)

$
(3,618
)

$
(7,236
)

$
(7,236
)





See accompanying notes




17




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PHOENIX ASSOCIATES


STATEMENTS
OF CASH FLOWS


(unaudited)


(in thousands)








Six months ended June
30,2002


2001Operating activities:Net loss

$
(7,236
)

$
(7,236
)Adjustments to reconcile net loss to net cash used in operating activities:Amortization of deferred financing fees


314



314Interest expense assumed by affiliate


1,722



1,722Changes in operating assets and liabilities:Interest receivable


(78
)


(78
)Interest payable






Net cash used in operating activities


(5,278
)


(5,278
)Financing activities:Capital contributions


5,278



5,278Net cash provided by financing activities


5,278



5,278Net decrease in cash






Cash, beginning of period






Cash, end of period

$



$






See accompanying notes










18




---

PHOENIX ASSOCIATES


NOTES TO
FINANCIAL STATEMENTS





1.    Business Organization and Purpose





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





The Company is owned by three separate LLCs whose sole members are individual partners who share profits and losses in the ratio of 671⁄2%, 221⁄2% and 10%, respectively.





Other related entities affiliated with the Company include Coaxial LLC, Coaxial Financing Corp., Coaxial Communications of Central Ohio,
Inc. (Coaxial Inc.), Insight Communications of Central Ohio, LLC (Insight Ohio), Coaxial 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 Inc. are co-issuers of the Senior Notes. The ability of the Company and Coaxial Inc. to make scheduled payments with respect to the Senior Notes is dependent on the financial
and operating performance of Insight Ohio. The required distributions on the Series A preferred equity interest to Coaxial Inc. and ultimately the Company is designed to provide the cash flow necessary to service the debt requirements on the Senior
Notes.





2.    Responsibility for Interim Financial Statements





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 for the year ended December 31, 2001.





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




19




---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC


BALANCE SHEETS


(in thousands)





June 30,


December 31,2002


2001(unaudited)AssetsCash and cash equivalents

$
3,020


$
2,158Trade accounts receivable, net of allowance for doubtful accounts of $90 and $158 as of June 30, 2002 and December 31,
2001, respectively


2,048



2,599Launch funds receivable


763



1,327Prepaid expenses and other assets


793



401Total current assets


6,624



6,485Fixed assets, net


97,056



91,673Intangible assets, net


601



499Total assets

$
104,281


$
98,657Liabilities and members deficitAccounts payable

$
2,371


$
5,689Accrued expenses and other liabilities


2,006



1,321Accrued property taxes


762



10Accrued programming costs


2,201



2,194Deferred revenue


1,217



1,219Debtcurrent portion


2,500



Interest payable


175



232Preferred interest distribution payable


5,250



5,250Due to affiliates


6,459



5,890Total current liabilities


22,941



21,805Deferred revenue


928



1,559Debt


22,500



25,000Total liabilities


46,369



48,364Commitments and contingenciesPreferred interests


188,670



185,713Members deficit


(130,758
)


(135,420
)Total liabilities and members deficit

$
104,281


$
98,657







20




---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC


STATEMENTS OF OPERATIONS


(unaudited)


(in thousands)








Three months ended June
30,


Six months ended June
30,2002


2001


2002


2001Revenue

$
15,655


$
14,369


$
30,695


$
27,860Operating costs and expenses:Programming and other operating costs


5,428



5,582



11,108



10,679Selling, general and administrative


3,084



3,142



6,073



6,043Management fees


458



418



897



814Depreciation and amortization


3,924



2,990



7,604



5,710Total operating costs and expenses


12,894



12,132



25,682



23,246Operating income


2,761



2,237



5,013



4,614Other income (expense):Interest expense


(247
)


(418
)


(458
)


(920
)Interest income


17



26



19



41Other


17



(204
)


45



(180
)Total other expense, net


(213
)


(596
)


(394
)


(1,059
)Net income


2,548



1,641



4,619



3,555Accrual of preferred interests


(5,002
)


(4,807
)


(9,957
)


(9,573
)Net loss attributable to common interests

$
(2,454
)

$
(3,166
)

$
(5,338
)

$
(6,018
)







21




---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC


STATEMENTS OF CASH FLOWS


(unaudited)


(in thousands)








Six months ended June 30,2002


2001Operating activities:Net income

$
4,619


$
3,555Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


7,604



5,710Provision for losses on trade accounts receivable


719



530Changes in operating assets and liabilities:Trade accounts receivable


(168
)


(126
)Launch funds receivable


564



1,158Prepaid expenses and other assets


(392
)


(77
)Accounts payable and other liabilities


(1,995
)


2,068Net cash provided by operating activities


10,951



12,818Investing activities:Purchase of property and equipment


(12,964
)


(12,745
)Purchase of intangible assets


(125
)


Net cash used in investing activities


(13,089
)


(12,745
)Financing activities:Capital contributions


10,000



8,382Preferred interest distribution


(7,000
)


(7,000
)Net cash provided by financing activities


3,000



1,382Net increase in cash and cash equivalents


862



1,455Cash and cash equivalents, beginning of period


2,158



1,169Cash and cash equivalents, end of period

$
3,020


$
2,624







22




---

1.    Business Organization and Purpose





Insight Communications of Central Ohio, LLC (the Company) is a subsidiary of Insight Holdings of Ohio, LLC which owns 100% of its common equity, which is a wholly owned subsidiary of
Insight Midwest, L.P. (Insight Midwest). Insight Midwest is equally owned by Insight Communications Company L.P. (Insight LP) and AT&T Broadband. Insight LP, as general partner and manager of Insight Midwest, manages and
operates the Companys systems. The Company provides basic and expanded cable television services to homes in the eastern parts of Columbus, Ohio and surrounding areas.





2.    Responsibility for Interim Financial Statements





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 for the year ended December 31, 2001.





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





3.    Accounting for Franchise Fees





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




23




---

3.    Accounting for Franchise Fees (continued)





amounts in the accompanying consolidated statements of operations to reflect franchise fees on a gross basis for all periods presented with reimbursements as revenue and payments as expense. The effect
on the prior period statement of operations was to increase both revenue and selling, general and administrative costs by $379,000 and $759,000 for the three and six months ended June 30, 2001.





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





4.    Recent Accounting Pronouncements





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





5.    Commitments and Contingencies





Programming Contracts





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





Litigation





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




24




---

6.    Related Party Transactions





Management Fees





The Company pays Insight LP management fees of
approximately 3% of its revenue to serve as manager of the Companys cable systems. Fees under this operating agreement were $458,000 and $897,000 for the three and six months ended June 30, 2002 and $418,000 and $814,000 for the three and six
months ended June 30, 2001, respectively.





Progamming





The Company purchases substantially all of its pay television and other programming from affiliates of AT&T Broadband. Charges for such programming were $1.7 million and $3.4 million for the three
and six months ended June 30, 2002 and $1.1 million and $3.0 million for the three and six months ended June 30, 2001, respectively. As of June 30, 2002 and December 31, 2001, $578,000 and $1.6 million of accrued programming costs were due to
affiliates of AT&T Broadband. The Company believes that the programming rates charged by the affiliates of AT&T Broadband are lower than those available from independent parties.




25




---

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





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





Forward-Looking Statements





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





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




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




| |  |  | the fact that Coaxial and Coaxial Financing Corp. have no significant assets other than Coaxials ownership of the common equity of Coaxial Communications
of Central Ohio, Inc. (Coaxial Inc.) and notes issued by Coaxial DJM LLC (an owner of 22.5% of the common equity of Coaxial Inc.) and Coaxial DSM LLC (an owner of 10% of the common equity of Coaxial Inc.) to Coaxial; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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




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





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




26




---

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





Overview





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





Results of Operations





Substantially all of the Systems revenue was 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, the
System earns revenue from commissions for products sold through home shopping networks.





Under the Systems franchise agreements,
the System is obligated to pay to local franchising authorities up to 5% of its gross revenue derived from providing cable and other services the majority of which are passed through to its customers. The Systems has historically recorded revenue
net of franchise fees charged to its customers. Staff announcement D-103, issued by the Financial Accounting Standards Board staff in November 2001, specifies that reimbursements received from a customer should be reflected as revenues and not as a
reduction of expenses. This staff announcement applies to financial reporting periods beginning after December 15, 2001. Upon application of this staff announcement, comparative financial statements for prior periods are required to be reclassified
to comply with the guidance in this staff announcement. Consequently, the System has reclassified the amounts in the accompanying consolidated statements of operations to reflect franchise fees on a gross basis for all periods presented with
reimbursements as revenue and payments as expense. The effect on the prior period statement of operations was to increase both revenue and selling, general and administrative costs by $379,000 and $759,000 for the three and six months ended June 30,
2001.





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




27




---

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 June
30,


Six months ended June
30,2002


2001


2002


2001(in thousands)


(in thousands)Revenue

$
15,655


$
14,369


$
30,695


$
27,860Operating costs and expenses:Programming and other operating costs


5,428



5,582



11,108



10,679Selling, general and administrative


3,084



3,142



6,073



6,043Management fees


458



418



897



814Depreciation and amortization


3,924



2,990



7,604



5,710Total operating costs and expenses


12,894



12,132



25,682



23,246Operating income


2,761



2,237



5,013



4,614Operating cash flow


6,685



5,227



12,617



10,324Interest expense


(247
)


(418
)


(458
)


(920
)Net income


2,548



1,641



4,619



3,555Net cash provided by operating activities


6,036



10,398



10,951



12,818Net cash used in investing activities


8,265



9,240



13,089



12,745Net cash provided by financing activities










3,000



1,382





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




28




---




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





Three Months Ended June
30,


Six Months Ended June
30,2002


2001


2002


2001Net income

$
2,548


$
1,641


$
4,619


$
3,555Adjustments:Interest expense


247



418



458



920Interest income


(17
)


(26
)


(19
)


(41
)Depreciation and amortization


3,924



2,990



7,604



5,710Other expense (income)


(17
)


204



(45
)


180Operating cash flow

$
6,685


$
5,227


$
12,617


$
10,324





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





Revenue for the three months ended June 30, 2002 increased $1.3 million or 8.9% to $15.7 million up from $14.4 million for the three
months ended June 30, 2001. For the three months ended June 30, 2002, customers served averaged approximately 87,700 compared to approximately 85,900 during the three months ended June 30, 2001. The increase in revenue was primarily attributable to
gains in our high-speed data and digital services with revenue increases quarter over quarter of 90.5% and 40.9%, respectively.





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





2002 Revenue by Service Offering

% of Total Revenue


2001 Revenue by Service Offering

% of Total RevenueBasic

$
7,554

48.2
%

$
7,208

50.2
%Digital


1,369

8.7
%


971

6.8
%High-speed data


2,048

13.1
%


1,075

7.5
%Premium


1,532

9.8
%


1,741

12.1
%Analog pay-per-view


179

1.1
%


341

2.3
%Advertising


1,154

7.4
%


1,204

8.4
%Franchise fees


385

2.5
%


379

2.6
%Other


1,434

9.2
%


1,450

10.1
%Total

$
15,655

100.0
%

$
14,369

100.0
%





RGUs (Revenue Generating Units) were approximately 131,100 as of June 30, 2002 compared to
approximately 114,500 as of June 30, 2001. This represents an annual growth rate of 14.5%. RGUs represent the sum of basic and digital video, high-speed data and telephone customers.




29




---

Average monthly revenue per basic customer for the three months ended June 30, 2002 was $59.52 compared to $55.77 for the three months ended
June 30, 2001. Average monthly revenue per basic customer for digital and high-speed data services was $12.99 for the three months ended June 30, 2002 compared to $7.94 for the three months ended June 30, 2001. As of June 30, 2002, there were
approximately 27,100 digital customers compared to approximately 19,700 digital customers as of June 30, 2001, representing a penetration of 34.4% and 31.3%, respectively. As of June 30, 2002, there were approximately 15,900 high-speed data
customers compared to approximately 9,000 high-speed data customers as of June 30, 2001, representing a penetration of 9.1% and 6.1%, respectively.





Programming and other operating costs decreased $154,000 or 2.8% to $5.4 million for the three months ended June 30, 2002 from $5.6 million for the three months ended June 30, 2001. The decrease was primarily attributable to
decreases in costs related to digital and high-speed data services partially offset by increased programming rates associated with the Companys classic service and an increase in property taxes.





Selling, general and administrative expenses remained relatively flat from the prior year quarter. The decrease of $58,000 or 1.8% to $3.1 million for the three
months ended June 30, 2002 was primarily attributable to decreased corporate overhead expenses during the quarter.





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





Depreciation and amortization expense
for the three months ended June 30, 2002 increased $934,000 or 31.2% to $3.9 million from $3.0 million for the three months ended June 30, 2001. This increase was primarily attributable to increased capital expenditures associated with the rebuild
of plant and launch of new services.





OCF increased 27.9% to $6.7 million for the three months ended June 30, 2002 up from $5.2 million
for the three months ended June 30, 2001. This increase was primarily due to the 8.9% increase in revenue and the slight decrease in programming and other operating costs.





Interest expense for the three months ended June 30, 2002 decreased $171,000 or 40.9% to $247,000 from $418,000 for the three months ended June 30, 2001. This decrease was attributable to lower
interest rates.





For the three months ended June 30, 2002, the net income was $2.5 million.





Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001





Revenue for the six months ended June 30, 2002 increased $2.8 million or 10.2% to $30.7 million up from $27.9 million for the six months ended June 30, 2001. For the six months ended June 30, 2002,
customers served averaged approximately 87,100 compared to approximately 85,700 during the six months ended June 30, 2001. The increase in revenue was primarily attributable to gains in our high-speed and digital services with revenue increases of
102.3% and 37.5%, respectively.




30




---

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





2002 Revenue by Service Offering

% of Total Revenue


2001 Revenue by Service Offering

% of Total RevenueBasic

$
15,074

49.1
%

$
14,345

51.5
%Digital


2,558

8.3
%


1,861

6.7
%High-speed data


3,642

11.9
%


1,800

6.4
%Premium


3,139

10.2
%


3,473

12.5
%Analog pay-per-view


341

1.1
%


633

2.3
%Advertising


2,225

7.2
%


2,035

7.3
%Franchise fees


785

2.6
%


759

2.7
%Other


2,931

9.6
%


2,954

10.6
%Total

$
30,695

100.0
%

$
27,860

100.0
%





Average monthly revenue per basic customer for the six months ended June 30, 2002 was
$58.71 compared to $54.16 for the six months ended June 30, 2001. Average monthly revenue per basic customer for digital and high-speed data services was $11.86 for the six months ended June 30, 2002 compared to $7.12 for the six months ended June
30, 2001.





Programming and other operating costs increased $429,000 or 4.0% to $11.1 million for the six months ended June 30, 2002 up
from $10.7 million for the six months ended June 30, 2001. The increase was primarily attributable to increased programming rates associated with the Companys classic service and an increase in property taxes offset by decreases in costs
related to providing high-speed data services.





Selling, general and administrative expenses remained relatively flat from the prior
year. The increase of $30,000 or 0.5% to $6.1 million for the six months ended June 30, 2002 was primarily attributable to increased payroll costs offset by a decrease in corporate overhead expenses during the period.





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





Depreciation and amortization expense for the six months ended June 30, 2002 increased $1.9 million or 33.2% to $7.6 million from $5.7 million for the six months
ended June 30, 2001. This increase was primarily attributable to increased capital expenditures associated with the rebuild of plant and launch of new services.





OCF increased 22.2% to $12.6 million for the six months ended June 30, 2002 up from $10.3 million for the six months ended June 30, 2001. This increase was primarily due to the 10.2% increase in revenue.





Interest expense for the six months ended June 30, 2002 decreased $462,000 or 50.2% to $458,000 from $920,000 for the six months ended June 30, 2001.
This decrease was primarily attributable to lower interest rates.





For the six months ended June 30, 2002, the net income was $4.6
million.




31




---

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 $8.2 million and $13.0 million
for the three and six months ended June 30, 2002. These expenditures were primarily for the upgrade of the System and plant expansions. Capital expenditures were financed by cash flows from operations and capital contributions.





Cash provided by operations for the six months ended June 30, 2002 and 2001 was $11.0 million and $12.8 million, respectively. The decrease was
primarily attributable to the timing of cash receipts and payments related to working capital accounts.





Cash used in investing
activities for the six months ended June 30, 2002 and 2001 was $13.1 million and $12.7 million, respectively, reflecting capital expenditures to upgrade the System and build plant expansions.





Cash provided by financing activities for the six months ended June 30, 2002 was $3.0 million. This was comprised of capital contributions from Insight Midwest of $10.0 million offset by
distributions on preferred interests of $7.0 million. Cash provided by financing activities for the six months ended June 30, 2001 was $1.4 million consisting of capital contributions of $8.4 million, less distributions on preferred interests of
$7.0 million.





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





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





Long-Term Debt

Preferred Interests

Operating Leases

Total2002

$


$


$
32

$
322003


5,000





17


5,0172004


20,000





8


20,0082005








8


82006





140,000


9


140,009Thereafter





55,869


192


56,061Total cash obligations

$
25,000

$
195,869

$
266

$
221,135




32




---

The following tables summarize our capital expenditures for the year ended December 31, 2001 and projected capital expenditures for the year
ending December 31, 2002, both including and excluding capitalized labor allocations by category (in thousands):





2001 Actual

2002 ProjectedSuccess-based (1)

$
9,986

$
7,363Upgrades (2)


9,392


3,308Telephone (3)


4,659


16,403Line extensions (4)


3,011


3,867Maintenance (5)


1,361


1,514Total capital expenditures

$
28,409

$
32,455





2001 Actual

2002 ProjectedSuccess-based (1)

$
8,246

$
5,526Upgrades (2)


9,248


2,905Telephone (3)


4,366


15,776Line extensions (4)


1,002


2,254Maintenance (5)


1,361


1,514Capitalized labor and overhead (6)


4,186


4,480Total capital expenditures

$
28,409

$
32,455





|(1) |  | Success-based consists primarily of costs for converters, remotes, modems and other high-speed data equipment, in addition to materials and contract labor for
new customer connections. Excludes success-based capital expenditures for telephone.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(2) |  | Upgrades consist primarily of costs to rebuild and/or upgrade distribution systems, head-end towers, antennas and related equipment, in addition to contract
labor.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(3) |  | Telephone consists primarily of costs to construct telephone service infrastructures, as well as costs to upgrade headends with host digital terminals, plant
and billing systems to accommodate telephone services and all success-based capital expenditures.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(4) |  | Line extensions consist primarily of costs associated with entering new service areas including costs of fiber, coaxial cable, amplifiers and electronic
equipment.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(5) |  | Maintenance consists primarily of costs of buildings, building improvements, computer and office equipment, vehicles, tools and other equipment.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------




|(6) |  | Capitalized labor and overhead consists primarily of internal payroll and overhead costs capitalized based on the percentage of time technical employees work
directly on capital projects including construction, rebuilds and new customer connections. The allocation of capitalized labor to the capital expenditure categories in the above table is based on the composite percentage of time incurred on such
respective categories.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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




33




---

Item 3.    Quantitative and Qualitative Disclosures About Market Risk





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





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





The fair value of borrowings under Insight Ohios senior credit facility approximates carrying value as it
bears interest at floating rates. The fair value and carrying value of the Senior Notes and Senior Discount Notes as of June 30, 2002 was $125.7 million and $140.0 million and $40.0 million and $48.7 million, respectively.




34




---

PART IIOTHER INFORMATION





Item 6.    Exhibits and Reports on Form 8-K





(a)    Exhibits:





99.1    Certification by Chief Executive Officer of Coaxial LLC, Coaxial
Financing Corp. and Insight Communications of Central Ohio, LLC under Section 906 of the Sarbanes-Oxley Act of 2002





99.2    Certification by Chief Financial Officer of Coaxial LLC, Coaxial Financing Corp. and Insight Communications of Central Ohio, LLC under Section 906 of the Sarbanes-Oxley Act of 2002





(b)    Reports on Form 8-K:





None




35




---

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.








Dated: August 14, 2002

Coaxial LLC(Registrant)By: /s/    DINESH C. JAINDinesh C. Jain Senior Vice President and Chief Financial Officer Insight Communications Company, Inc. (Principal Financial Officer)




36




---

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.








Dated: August 14, 2002

Coaxial Financing Corp.(Registrant)By: /s/    DINESH C. JAINDinesh C. Jain Senior Vice President and Chief Financial Officer Insight Communications Company, Inc. (Principal Financial Officer)




37




---

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.








Dated: August 14, 2002

Insight Communications of Central Ohio, LLC(Registrant)By: /s/    DINESH C JAINDinesh C Jain Senior Vice President and Chief Financial Officer
Insight Communications Company, Inc. (Principal Financial Officer)




38