<PAGE>


================================================================================

                       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 September 30, 2001

                      Commission File Numbers: 333-64449-02
                                               333-64449-01
                                               333-64449

                             -----------------------

                                   Coaxial LLC
                             Coaxial Financing Corp.
                   Insight Communications of Central Ohio, LLC
           (Exact name of registrants as specified in their charters)

              Delaware                                   13-4080422
              Delaware                                   13-4061992
              Delaware                                   13-4017803
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    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)

                             -----------------------

         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 Applicable
Coaxial Financing Corp.                                 Not Applicable
Insight Communications of Central Ohio, LLC             Not Applicable

================================================================================


<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the requirements of Form 10-Q and, therefore, do not include
all information and footnotes required by accounting principles generally
accepted in the United States. However, in our opinion, all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the results of operations for the relevant periods have been made. Results for
the interim periods are not necessarily indicative of the results to be expected
for the year. These financial statements should be read in conjunction with the
summary of significant accounting policies and the notes to the consolidated
financial statements included in our Annual Report on Form 10-K as amended for
the year ended December 31, 2000.

                                       1

<PAGE>

                                   COAXIAL LLC
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                             September 30,      December 31,
                                                                                 2001               2000
                                                                            --------------     -------------
                                                                              (unaudited)         (Note 2)
<S>                                                                         <C>                <C>
Assets
Investments                                                                 $     14,720       $     18,800
Dividends receivable                                                               1,750              5,250
                                                                            -------------      -------------
   Total current assets                                                           16,470             24,050

Intangible assets, net                                                             4,005              4,578
Investment in affiliate                                                          184,201            180,281
Note receivable - Coaxial DJM LLC                                                  6,750              6,750
Note receivable - Coaxial DSM LLC                                                  3,000              3,000
Due from related parties                                                           4,794              3,466
                                                                            -------------      -------------
   Total assets                                                             $    219,220       $    222,125
                                                                            =============      =============

Liabilities and members' equity
Accrued interest                                                            $      1,750       $      5,250
                                                                            -------------      -------------
   Total current liabilities                                                       1,750              5,250

Senior discount notes                                                             44,201             40,281
Senior notes                                                                     140,000            140,000
                                                                            -------------      -------------
   Total liabilities                                                             185,951            185,531

Commitments and contingencies

Members' equity:
In-substance distribution of proceeds related to senior notes to be
   paid by Phoenix Associates                                                    (70,263)           (80,819)
Members' accumulated equity                                                      106,312            116,113
Accumulated other comprehensive income (loss)                                     (2,780)             1,300
                                                                            -------------      -------------
   Total members' equity                                                          33,269             36,594
                                                                            -------------      -------------
   Total liabilities and members' equity                                    $    219,220       $    222,125
                                                                            =============      =============
</TABLE>

                                        2

<PAGE>

                                  COAXIAL LLC
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>

                                                   Three months               Nine months
                                                ended September 30,       ended September 30,
                                                 2001         2000         2001         2000
                                              ---------     --------    ---------    ---------

<S>                                           <C>          <C>          <C>          <C>
Revenue                                       $      --    $   4,150    $      --    $  28,096

Operating costs and expenses:
   Selling, general and administrative               --        2,613           --       17,431
   Depreciation and amortization                    191        1,114          573        6,375
                                              ---------    ---------    ---------    ---------
         Total operating costs and expenses         191        3,727          573       23,806

Operating income (loss)                            (191)         423         (573)       4,290

Other income (expense):
   Interest income - related parties                456          390        1,328        1,134
   Interest income                                   --            6           --           50
   Interest expense                              (4,848)      (4,898)     (14,420)     (14,935)
   Dividend on preferred interests                4,848        3,131       14,420        3,131
   Other                                             --           (9)          --           31
                                              ---------    ---------    ---------    ---------
        Total other income (expense), net           456       (1,380)       1,328      (10,589)

Gain on sale of common equity interest               --      164,360           --      164,360

                                              ---------    ---------    ---------    ---------
Net income                                    $     265    $ 163,403    $     755    $ 158,061
                                              =========    =========    =========    =========
</TABLE>

                             See accompanying notes

                                       3

<PAGE>

                                  COAXIAL LLC
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)



<TABLE>
<CAPTION>
                                                                                                    Nine months
                                                                                                ended September 30,
                                                                                           2001                    2000
                                                                                   ----------------------  ---------------------
<S>                                                                                <C>                     <C>
Operating activities:
   Net income                                                                                   $     755              $ 158,061
   Adjustments to reconcile net income to net cash provided by (used in)
     operating activities:
   Gain on sale of common equity interest                                                              --               (164,360)
     Provision for losses on trade accounts receivable                                                 --                    367
     Depreciation and amortization                                                                    573                  6,375
     Interest expense paid by affiliate                                                             7,917                  7,917
     Dividend on preferred interest                                                               (14,420)                (3,131)
     Accretion of original issue discount on Senior Discount Notes                                  3,920                  3,488
     Changes in operating assets and liabilities:
       Trade accounts receivable                                                                       --                   (516)
       Prepaid expenses and other assets                                                               --                    113
       Accounts payable and accrued expenses                                                         (861)                  (258)
       Due from related parties                                                                    (1,328)                  (832)
                                                                                   ----------------------  ---------------------
   Net cash provided by (used in) operating activities                                             (3,444)                 7,224
                                                                                   ----------------------  ---------------------

Investing activities:

   Purchase of property and equipment                                                                  --                (19,943)
   Decrease in cash upon sale of common equity interest                                                --                 (3,604)
   Purchase of intangible assets                                                                       --                     (3)
                                                                                   ----------------------  ---------------------
   Net cash used in investing activities                                                               --                (23,550)
                                                                                   ----------------------  ---------------------

Financing activities:

   Capital distributions                                                                          (10,556)               (10,556)
   Proceeds from dividend on preferred interests                                                   14,000                 12,000
   Borrowings under senior credit facility                                                             --                 14,000
                                                                                   ----------------------  ---------------------
   Net cash provided by financing activities                                                        3,444                 15,444
                                                                                   ----------------------  ---------------------


Net increase in cash and cash equivalents                                                              --                   (882)
Cash and cash equivalents, beginning of period                                                         --                    882
                                                                                   ----------------------  ---------------------
Cash and cash equivalents, end of period                                                        $      --              $      --
                                                                                   ======================  =====================
</TABLE>



                             See accompanying notes

                                       4

<PAGE>

                                  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 67 1/2% of the common stock of Coaxial
Communications of Central Ohio, Inc. ("Coaxial"). The Company has one individual
as its sole member.

Coaxial, an Ohio corporation, through its ownership of preferred interests, has
a 30% voting interest in Insight Communications of Central Ohio, LLC ("Insight
Ohio"). Insight Ohio operates a cable television system that provides basic and
expanded cable television services to homes in the eastern parts of Columbus,
Ohio and surrounding areas. Prior to August 8, 2000, Coaxial owned 100% of the
voting interest in Insight Ohio and therefore consolidated the financial
statements of Insight Ohio for periods prior to such date. In connection with
the contribution of Coaxial's cable system (the "System"), the issuance of the
Senior Notes by Coaxial and the Senior Discount Notes by the Company, during
1998 the three individuals who previously owned the outstanding stock of Coaxial
contributed their stock to three separate limited liability companies.
Accordingly, Coaxial is a subsidiary of the Company.

Other related entities affiliated with the Company in addition to Coaxial,
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 and Phoenix are co-issuers of the Senior Notes. The ability of
Coaxial Financing Corp., the Company, Coaxial 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 are designed to provide the cash flow necessary to
service the debt requirements on the Senior Discount Notes and Senior Notes.

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 financial statements and notes to consolidated financial statements
contained in the Company's Annual Report on Form 10-K as amended for the year
ended December 31, 2000.


                                       5

<PAGE>

                                  COAXIAL LLC
                   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 the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The results
of operations for the three months and nine months ended September 30, 2001 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2001 or any other interim period.

3. Comprehensive Loss

Comprehensive loss totaled $5.8 million and $3.3 million for the three months
and nine months ended September 30, 2001. 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

<PAGE>


                            COAXIAL FINANCING CORP.
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               September 30,           December 31,
                                                                                   2001                    2000
                                                                          ----------------------  ----------------------
                                                                               (unaudited)              (Note 2)

<S>                                                                       <C>                     <C>
Assets
Cash                                                                         $                 1      $                1
Deferred financing costs, net                                                                932                   1,034
                                                                          ----------------------  ----------------------
   Total assets                                                              $               933      $            1,035
                                                                          ======================  ======================

Liabilities and shareholders' deficit
Senior discount notes                                                        $            44,201      $           40,281

Shareholders' deficit:
 Common stock; $.01 par value; 1,000 shares authorized, issued and
   outstanding                                                                                 -                       -
Paid-in-capital                                                                                1                       1
In-substance distribution of proceeds related to senior discount notes
   to be paid by Coaxial LLC                                                             (28,646)                (28,646)
Accumulated deficit                                                                      (14,623)                (10,601)
                                                                          ----------------------  ----------------------
   Total shareholders' deficit                                                           (43,268)                (39,246)
                                                                          ----------------------  ----------------------
   Total liabilities and shareholders' deficit                               $               933      $            1,035
                                                                          ======================  ======================
</TABLE>

                             See accompanying notes

                                       7

<PAGE>

                            COAXIAL FINANCING CORP.
                            STATEMENTS OF OPERATIONS
                                  (unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                   Three months                            Nine months
                                               ended September 30,                     ended September 30,
                                             2001               2000                2001                2000
                                       -----------------  ------------------  ------------------  ------------------
<S>                                    <C>                <C>                 <C>                 <C>
Expenses:

Amortization                              $      (34)        $      (34)         $     (102)         $     (102)
Interest                                      (1,348)            (1,190)             (3,920)             (3,462)
                                       -----------------  ------------------  ------------------  ------------------
   Net loss                               $   (1,382)        $   (1,224)         $   (4,022)         $   (3,564)
                                       =================  ==================  ==================  ==================
</TABLE>

                             See accompanying notes

                                       8

<PAGE>

                            COAXIAL FINANCING CORP.
                            STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                        Nine months
                                                                                    ended September 30,
                                                                               2001                     2000
                                                                      -----------------------  -----------------------
<S>                                                                   <C>                      <C>
Cash flows from operating activities:

Net loss                                                                     $         (4,022)         $        (3,564)
Adjustments to reconcile net loss to net cash provided by
operating activities:
     Amortization of deferred financing costs                                             102                      102

     Accretion of original issue discount on senior discount notes
       assumed by affiliate                                                             3,920                    3,462
                                                                      -----------------------  -----------------------
Net cash provided by operating activities                                                   -                        -
                                                                      -----------------------  -----------------------
Net increase in cash                                                                        -                        -
Cash, beginning of period                                                                   1                        1
                                                                      -----------------------  -----------------------
Cash, end of period                                                          $              1          $             1
                                                                      =======================  =======================
</TABLE>

                             See accompanying notes

                                       9

<PAGE>

                            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 of the discount notes
described in Note 3, 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 as amended for
the year ended December 31, 2000.

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



3. Notes Payable

On August 21, 1998, the Company and Coaxial LLC, a related entity, issued Senior
Discount Notes ("Senior Discount Notes") due 2008. The Senior Discount Notes
have a maturity value of $55.9 million and $30.0 million of gross proceeds were
received upon issuance. Of the gross proceeds, $19.5 million was contributed by
the sole member of Coaxial LLC to certain related entities to repay
indebtedness. In addition, $9.8 million was loaned to two related entities
("Coaxial DJM LLC" and "Coaxial DSM LLC") by Coaxial LLC, which then contributed
that amount to certain other related entities to repay indebtedness. The debt
discount of $25.9 million is being amortized over five years through August 15,
2003. Thereafter, interest on the Senior Discount Notes accrues at 12 7/8% per
annum and is payable semi-annually.

The Senior Discount Notes are non-recourse, secured by all of the common stock
of Coaxial Communications of Central Ohio, Inc. ("Coaxial") and the notes issued
by Coaxial DJM LLC and Coaxial DSM LLC to Coaxial LLC and conditionally
guaranteed by Insight Communications of Central Ohio, LLC ("Insight Ohio"), an
affiliate of Coaxial.


                                       10

<PAGE>

                            COAXIAL FINANCING CORP.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



3. Notes Payable (continued)

Among other covenants, the borrowers must comply with restrictive covenants
relating to incurrence of additional debt, payment of dividends and
distributions, and the transfer or sale of assets.

The ability of the Company and Coaxial LLC to make scheduled payments with
respect to the Senior Discount Notes will depend on the financial and operating
performance of Insight Ohio. Although the Company is a co-issuer of the Senior
Discount Notes, it has no substantial assets or any operations and will not have
access to additional sources of cash flow to make any payments on such debt.


                                       11

<PAGE>

                  COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                       September 30,             December 31,
                                                                                            2001                     2000
                                                                                   -----------------------  -----------------------
                                                                                        (unaudited)                (Note 2)

<S>                                                                                <C>                      <C>
Assets
Investments                                                                           $             14,720      $            18,800
Dividends receivable                                                                                 1,750                    5,250
                                                                                   -----------------------  -----------------------
   Total current assets                                                                             16,470                   24,050

Intangible assets, net                                                                               3,072                    3,543
Investment in affiliate                                                                            184,201                  180,281
                                                                                   -----------------------  -----------------------
   Total assets                                                                       $            203,743      $           207,874
                                                                                   =======================  =======================

Liabilities and shareholders' equity
Accounts payable and accrued expenses                                                 $              1,750      $             5,250
                                                                                   -----------------------  -----------------------
   Total current liabilities                                                                         1,750                    5,250

Senior notes                                                                                       140,000                  140,000
                                                                                   -----------------------  -----------------------
   Total liabilities                                                                               141,750                  145,250

Commitments and contingencies

Shareholders' equity:
Common stock; $1 par value; 2,000 shares authorized; 1,080 shares issued
   and outstanding as of September 30, 2001 and December 31, 2000                                        1                        1
Paid-in-capital                                                                                     11,501                   11,501
In-substance distribution of proceeds related to senior notes to be
   paid by Phoenix Associates                                                                      (70,263)                 (80,819)
Retained earnings                                                                                  123,534                  130,641
Accumulated other comprehensive income (loss)                                                       (2,780)                   1,300
                                                                                   -----------------------  -----------------------
   Total shareholders' equity                                                                       61,993                   62,624
                                                                                   -----------------------  -----------------------
   Total liabilities and shareholders' equity                                         $            203,743      $           207,874
                                                                                   =======================  =======================
</TABLE>


                             See accompanying notes

                                       12

<PAGE>

                  COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                  Three months                         Nine months
                                                               ended September 30,                 ended September 30,
                                                             2001              2000              2001              2000
                                                        ----------------  ----------------  ----------------  ----------------
 <S>                                                          <C>               <C>                <C>              <C>
Revenue                                                      $         -       $     4,150        $        -       $    28,096

Operating costs and expenses:
   Selling, general and administrative                                 -             2,613                 -            17,431
   Depreciation and amortization                                     157             1,088               471             6,297
                                                        ----------------  ----------------  ----------------  ----------------
         Total operating costs and expenses                          157             3,701               471            23,728

Operating income (loss)                                             (157)              449              (471)            4,368

Other income (expense):
   Interest income                                                     -                 6                 -                50
   Interest expense                                               (3,500)           (3,699)          (10,500)          (11,447)
   Dividend on preferred interests                                 4,848             3,131            14,420             3,131
   Other                                                               -                (9)                -                31
                                                        ----------------  ----------------  ----------------  ----------------
        Total other income (expense), net                          1,348              (571)            3,920            (8,235)

Gain on sale of common equity interest                                 -           164,360                 -           164,360

                                                        ----------------  ----------------  ----------------  ----------------
Net income                                                   $     1,191       $   164,238        $    3,449       $   160,493
                                                        ================  ================  ================  ================
</TABLE>

                             See accompanying notes

                                       13

<PAGE>

<TABLE>
<CAPTION>
                                                                                      Nine months
                                                                                  ended September 30,
                                                                                2001                2000
                                                                          -----------------   -----------------
<S>                                                                       <C>                 <C>
Operating activities:
   Net income                                                                   $     3,449         $   160,493
   Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
     Gain on sale of common equity interest                                               -            (164,360)
     Provision for losses on trade accounts receivable                                    -                 367
     Depreciation and amortization                                                      471               6,297
     Interest expense paid by affiliate                                               7,917               7,917
     Dividend on preferred interest                                                 (14,420)             (3,131)
     Changes in operating assets and liabilities:
       Trade accounts receivable                                                          -                (516)
       Prepaid expenses and other current assets                                          -                 113
       Accounts payable and accrued expenses                                           (861)               (258)
       Due from related parties                                                           -                 302
                                                                          -----------------   -----------------
   Net cash provided by (used in) operating activities                               (3,444)              7,224
                                                                          -----------------   -----------------

Investing activities:
   Purchase of property and equipment                                                     -             (19,943)
   Decrease in cash upon sale of common equity interest                                   -              (3,604)
   Increase in intangible assets                                                          -                  (3)
                                                                          -----------------   -----------------
   Net cash used in investing activities                                                  -             (23,550)
                                                                          -----------------   -----------------

Financing activities:
   Capital distributions                                                            (10,556)            (10,556)
   Proceeds from dividend on preferred interests                                     14,000              12,000
   Borrowings under senior credit facility                                                -              14,000
                                                                          -----------------   -----------------
   Net cash provided by financing activities                                          3,444              15,444
                                                                          -----------------   -----------------

Net decrease in cash and cash equivalents                                                 -                (882)
Cash and cash equivalents, beginning of period                                            -                 882
                                                                          -----------------   -----------------
Cash and cash equivalents, end of period                                        $         -         $         -
                                                                          =================   =================
</TABLE>

                             See accompanying notes

                                       14

<PAGE>

                  COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Coaxial Communications of Central Ohio, Inc. (the "Company"), an Ohio
corporation, through its ownership of preferred interests, has a 30% voting
interest in Insight Communications of Central Ohio, LLC ("Insight Ohio").
Insight Ohio operates a cable television system that provides basic and expanded
cable television services to homes in the eastern parts of Columbus, Ohio and
surrounding areas. Prior to August 8, 2000, 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 67 1/2% of its outstanding stock.

Other related entities affiliated with the Company in addition to Coaxial LLC,
include Coaxial DJM LLC, Coaxial DSM LLC, (collectively, the "Coaxial
Entities"), Phoenix Associates ("Phoenix"), Coaxial Financing Corp., Coaxial
Communications of Southern Ohio, Inc., Coaxial Associates of Columbus I, Coaxial
Associates of Columbus II, Paxton Cable Television, Inc. and Paxton
Communications, Inc.

The Company and Phoenix are co-issuers of the Senior Notes. The ability of the
Company and Phoenix to make scheduled payments with respect to the Senior Notes
is dependent on the financial and operating performance of Insight Ohio. The
required distributions on the Series B preferred equity interest to the Company
is designed to provide the cash flow necessary to service the debt requirements
on the Senior Notes.


2. Responsibility for Interim Financial Statements

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

In management's opinion, the consolidated financial statements reflect all
adjustments considered necessary for a fair statement of the consolidated
results of operations and financial position for the interim periods presented.
All such adjustments are of a normal recurring nature. These unaudited interim
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes to consolidated financial statements
contained in the Company's Annual Report on Form 10-K as amended for the year
ended December 31, 2000.

                                       15

<PAGE>

                  COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
             NOTES TO CONSOLIDATED 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 months and nine months ended September 30, 2001 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2001 or any other interim period.


3. Comprehensive Loss

Comprehensive loss totaled $4.8 million and $631,000 for the three and nine
months ended September 30, 2001. There were no components of comprehensive loss
for the three and nine months ended September 30, 2000. 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.

                                       16

<PAGE>

                               PHOENIX ASSOCIATES
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                 September 30,    December 31,
                                                                     2001            2000
                                                                 -------------  --------------
                                                                   unaudited)      (Note 2)
<S>                                                              <C>            <C>
Assets
Interest receivable                                                $     490       $     373
                                                                   ---------       ---------
   Total current assets                                                  490             373

Due from related parties                                                 406             406
Notes receivable - related parties                                       550             550
Deferred financing costs, net                                          3,072           3,543
                                                                   ---------       ---------
   Total assets                                                    $   4,518       $   4,872
                                                                   =========       =========

Liabilities and partners' deficit
Interest payable                                                   $   1,750       $   5,250
                                                                   ---------       ---------
   Total current liabilities                                           1,750           5,250

Notes payable                                                        140,000         140,000
                                                                   ---------       ---------
   Total liabilities                                                 141,750         145,250

Commitments and contingencies

Partners' deficit:
In-substance distribution of proceeds related to senior notes to
   be paid by Coaxial Communications of Central Ohio, Inc.           (22,877)        (26,321)
Partners' accumulated deficit                                       (114,355)       (114,057)
                                                                   ---------       ---------
   Total partners' deficit                                          (137,232)       (140,378)
                                                                   ---------       ---------
   Total liabilities and partners' deficit                         $   4,518       $   4,872
                                                                   =========       =========
</TABLE>

                             See accompanying notes

                                       17

<PAGE>

                               PHOENIX ASSOCIATES
                            STATEMENTS OF OPERATIONS
                                  (unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>
                                             Three months               Nine months
                                         ended September 30,         ended September 30,
                                         2001          2000          2001          2000
                                       --------      --------      --------      --------

<S>                                    <C>           <C>           <C>           <C>
Expenses:
   Amortization                        $   (157)     $   (157)     $   (471)     $   (471)

Interest income (expense):
   Interest income-related parties           39            39           117           117
   Interest expense                      (3,500)       (3,500)      (10,500)      (10,500)
                                       --------      --------      --------      --------
       Total interest expense, net       (3,461)       (3,461)      (10,383)      (10,383)

                                       --------      --------      --------      --------
Net loss                               $ (3,618)     $ (3,618)     $(10,854)     $(10,854)
                                       ========      ========      ========      ========
</TABLE>

                             See accompanying notes

                                       18

<PAGE>

                               PHOENIX ASSOCIATES
                            STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)

                                                                Nine months
                                                            ended September 30,
                                                             2001        2000
                                                           --------    --------
Operating activities:
     Net loss                                              $(10,854)   $(10,854)
      Adjustments to reconcile net loss to net cash
       used in operating activities:
       Amortization of deferred financing fees                  471         471
       Interest expense paid by affiliate                     3,444       3,444
       Changes in operating assets and liabilities:
         Interest receivable                                   (117)       (117)
         Interest payable                                    (3,500)     (3,500)
                                                           --------    --------
     Net cash used in operating activities                  (10,556)    (10,556)
                                                           --------    --------

Financing activities:
     Capital contributions                                   10,556      10,556
                                                           --------    --------
     Net cash provided by financing activities               10,556      10,556
                                                           --------    --------

Net change in cash                                               --          --
Cash, beginning of period                                        --          --
                                                           --------    --------
Cash, end of period                                        $     --    $     --
                                                           ========    ========

                             See accompanying notes

                                       19

<PAGE>

                               PHOENIX ASSOCIATES
                         NOTES TO FINANCIAL STATEMENTS


1. Business Organization and Purpose

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

The Company consists of three separate LLC's whose sole members are individual
partners who share profits and losses in the ratio of 67 1/2%, 22 1/2% and 10%,
respectively.

Other related entities affiliated with the Company include Coaxial LLC, Coaxial
Financing Corp., Coaxial Communications of Central Ohio, Inc. ("Coaxial"),
Insight Communications of Central Ohio, LLC ("Insight Ohio"), Coaxial
Communications of Southern Ohio, Inc. ("Southern Ohio"), Coaxial Associates of
Columbus I ("Columbus I"), Coaxial Associates of Columbus II ("Columbus II"),
Paxton Cable Television, Inc. ("Paxton Cable") and Paxton Communications, Inc.
("Paxton Communications").

The Company and Coaxial are co-issuers of the Senior Notes. The ability of the
Company and Coaxial to make scheduled payments with respect to the Senior Notes
is dependent on the financial and operating performance of Insight Ohio. The
required distributions on the Series B preferred equity interest to Coaxial and
ultimately the Company is designed to provide the cash flow necessary to service
the debt requirements on the Senior Notes.


2. Responsibility for Interim Financial Statements

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

In management's opinion, the financial statements reflect all adjustments
considered necessary for a fair statement of the results of operations and
financial position for the interim periods presented. All such adjustments are
of a normal recurring nature. These unaudited interim financial statements
should be read in conjunction with the audited financial statements and notes to
financial statements contained in the Company's Annual Report on Form 10-K as
amended for the year ended December 31, 2000.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The results
of operations for the three months and nine months ended September 30, 2001 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2001 or any other interim period.

                                       20

<PAGE>

                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                         September 30,     December 31,
                                                            2001               2000
                                                        -------------     -------------
                                                         (unaudited)        (Note 2)
<S>                                                     <C>               <C>
Assets
Cash and cash equivalents                                $     869         $   1,169
Trade accounts receivable, net of allowance for
   doubtful accounts of $105 and $390 as of September
   30, 2001 and December 31, 2000, respectively              2,929             2,782
Launch funds receivable                                        544             1,936
Prepaid expenses and other assets                            1,142               437
                                                         ---------         ---------
   Total current assets                                      5,484             6,324

Fixed assets, net                                           87,636            76,587
Intangible assets, net                                         496               448
                                                         ---------         ---------
   Total assets                                          $  93,616         $  83,359
                                                         =========         =========

Liabilities and members' deficit
Accounts payable                                         $   4,823         $   5,679
Accrued expenses and other liabilities                       1,794             1,383
Accrued programming costs                                    2,806             3,014
Deferred revenue                                               437               545
Interest payable                                               230               786
Debt                                                         1,875                --
Preferred interest distribution payable                      1,750             5,250
Due to affiliates                                            4,077             1,502
                                                         ---------         ---------
   Total current liabilities                                17,792            18,159

Deferred revenue                                             1,871             2,005
Debt                                                        23,125            25,000
                                                         ---------         ---------
   Total liabilities                                        42,788            45,164

Commitments and contingencies

Preferred interests                                        184,201           180,281

Members' deficit                                          (133,373)         (142,086)
                                                         ---------         ---------
   Total liabilities and members' deficit                $  93,616         $  83,359
                                                         =========         =========
</TABLE>



                             See accompanying notes

                                       21

<PAGE>

                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                            STATEMENTS OF OPERATIONS
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                    Three months                            Nine months
                                                                 ended September 30,                    ended September 30,
                                                              2001                2000                2001                2000
                                                        ------------------  ------------------  -----------------   ----------------
<S>                                                       <C>                 <C>                 <C>                 <C>
Revenue                                                   $     13,891        $     12,435        $     40,992        $     36,381

Operating costs and expenses:
   Programming and other operating costs                         6,021               4,963              16,700              14,603
   Selling, general and administrative                           2,653               2,466               7,937               6,915
   Management fees                                                 415                 374               1,229               1,103
   Depreciation and amortization                                 3,317               2,863               9,027               7,756
                                                        ------------------  ------------------  -----------------   ----------------
Total operating costs and expenses                              12,406              10,666              34,893              30,377

Operating income                                                 1,485               1,769               6,099               6,004

Other income (expense):
   Interest expense                                               (430)               (633)             (1,350)             (1,381)
   Interest income                                                   6                  27                  47                  71
   Other                                                            18                  (5)               (162)                 35
                                                        ------------------  ------------------  -----------------   ----------------
        Total other expense, net                                  (406)               (611)             (1,465)             (1,275)

Net income                                                       1,079               1,158               4,634               4,729
Accrual of preferred interests                                  (4,848)             (4,699)            (14,421)            (13,988)
                                                        ------------------  ------------------  -----------------   ----------------
Net loss attributable to common interests                 $     (3,769)       $     (3,541)       $     (9,787)       $     (9,259)
                                                        ==================  ==================  =================   ================
</TABLE>

                             See accompanying notes

                                       22

<PAGE>

                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                            STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                         Nine months
                                                                                     ended September 30,
                                                                                   2001              2000
                                                                              ----------------  ----------------
<S>                                                                           <C>               <C>
Operating activities:
   Net income                                                                    $     4,634       $     4,729
   Adjustments to reconcile net income to net cash provided by operating
     activities:
     Depreciation and amortization                                                     9,027             7,756
     Provision for losses on trade accounts receivable                                 1,017               588
     Changes in operating assets and liabilities:
       Trade accounts receivable                                                      (1,164)             (978)
       Launch funds receivable                                                         1,392               228
       Prepaid expenses and other assets                                                (705)             (118)
       Accounts payable                                                                 (856)            1,085
       Accrued expenses and other liabilities                                          1,980               (30)
                                                                              ----------------  ----------------
   Net cash provided by operating activities                                          15,325            13,260
                                                                              ----------------  ----------------

Investing activities:
   Purchase of property and equipment                                                (20,125)          (27,851)
   Purchase of intangible assets                                                           -               (47)
                                                                              ----------------  ----------------
   Net cash used in investing activities                                             (20,125)          (27,898)
                                                                              ----------------  ----------------

Financing activities:
   Principal payments on capital lease obligations                                         -               (53)
   Capital contributions                                                              18,500            19,400
   Preferred interest distribution                                                   (14,000)          (14,000)
   Borrowings under senior credit facility                                                 -            14,000
                                                                              ----------------  ----------------
   Net cash provided by financing activities                                           4,500            19,347
                                                                              ----------------  ----------------
Net increase in cash and cash equivalents                                               (300)            4,709
Cash and cash equivalents, beginning of period                                         1,169               882
                                                                              ----------------  ----------------
Cash and cash equivalents, end of period                                         $       869       $     5,591
                                                                              ================  ================
</TABLE>

                             See accompanying notes

                                       23

<PAGE>

                  INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC
                         NOTES TO FINANCIAL STATEMENTS

1. Organization

Insight Communications of Central Ohio, LLC (the "Company") provides basic and
expanded cable television services to homes in the eastern parts of Columbus,
Ohio and surrounding areas.

2. Responsibility for Interim Financial Statements

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

In management's opinion, the financial statements reflect all adjustments
considered necessary for a fair statement of the results of operations and
financial position for the interim periods presented. All such adjustments are
of a normal recurring nature. These unaudited interim financial statements
should be read in conjunction with the audited financial statements and notes to
financial statements contained in the Company's Annual Report on Form 10-K as
amended for the year ended December 31, 2000.

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

The results of operations for the three months and nine months ended September
30, 2001 are not necessarily indicative of the results to be expected for the
year ending December 31, 2001 or any other interim period.

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

3. Cable System Transactions

On January 5, 2001, Insight Midwest, L.P. ("Insight Midwest"), a 50-50
partnership between Insight LP and an indirect subsidiary of AT&T Broadband,
LLC, completed a series of transactions with Insight LP and certain subsidiaries
of AT&T Corp. (the "AT&T cable subsidiaries") for the acquisition of additional
cable television systems valued at approximately $2.2 billion, including the
common equity of the Company (the "AT&T transactions"). As a result of the AT&T
transactions, Insight Midwest acquired all of Insight LP's wholly-owned systems
serving approximately 280,000 customers, including the approximately 85,400
customers served by the Company and including systems which Insight LP purchased
from the AT&T cable subsidiaries. At the same time, Insight Midwest acquired
from the AT&T cable subsidiaries systems serving approximately 250,000
customers.

                                       24

<PAGE>


3. Cable System Transactions (continued)

The Company is prohibited by the terms of its indebtedness from making
distributions to Insight Midwest. Insight Midwest remains equally owned by
Insight LP and AT&T Broadband, and Insight LP continues to serve as the general
partner of Insight Midwest and manages and operates the Insight Midwest systems.

Although the financial results of the Company will be consolidated into Insight
Midwest as a result of the AT&T transactions, for financing purposes, the
Company is an unrestricted subsidiary under the indentures of Insight Midwest
and Insight Inc. The Company's conditional guarantee of the Senior Notes and the
Senior Discount Notes remains in place.

4. Commitments and Contingencies

Litigation

The Company is 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 management's opinion that the
resolution of these matters will not have a material adverse affect on the
Company's consolidated financial condition.

5. Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets", effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives. The Company is currently reviewing the impact
of these standards and will be performing a fair value analysis at a later date
in connection with the adoption of SFAS No. 142 on January 1, 2002.

In October 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
effective for fiscal years beginning after December 15, 2001. SFAS No. 144
supersedes SFAS No. 121 and identifies the methods to be used in determining
fair value. We are currently reviewing the impact of this standard and will be
performing an analysis at a later date in connection with the adoption of SFAS
No. 144 on January 1, 2002.

                                       25

<PAGE>


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

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

Forward-Looking Statements

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

     .   the ability of Coaxial LLC 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 LLC and Coaxial Financing Corp. have no
         significant assets other than the common equity of Coaxial
         Communications of Central Ohio, Inc. ("Coaxial") owned by Coaxial LLC
         and notes issued by Coaxial DJM LLC (an owner of 22.5% of the common
         equity of Coaxial) and Coaxial DSM LLC (an owner of 10% of the common
         equity of Coaxial) to Coaxial LLC; and

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

Management of Coaxial LLC, Coaxial Financing Corp. and Insight Ohio does not
intend to update these forward-looking statements.

                                       26

<PAGE>

Coaxial LLC 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.

The following discussion relates to the operations of the System for the three
months and nine months ended September 30, 2001 compared to the three months and
nine months ended September 30, 2000. The financial statements of Insight Ohio
are included in the consolidated financial statements of Coaxial through August
8, 2000. Coaxial is deemed to be a subsidiary of Coaxial LLC and, as such, the
financial statements of Coaxial are included in the consolidated financial
statements of Coaxial LLC. Therefore, the historical operating results of
Coaxial LLC reflect the actual results of the System through August 8, 2000 in
addition to certain financing activities unrelated to the operation of the
System. These financing activities relate primarily to the offering of the
Senior Discount Notes and Senior Notes discussed above as well as certain
borrowings and repayments of debt with affiliated companies. These activities
resulted in related financing and interest costs. The historical results of
Coaxial LLC appear elsewhere in this report under the heading "Coaxial LLC."

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, Insight LP is entitled to receive
management fees of 3.0% of gross operating revenues 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 the Senior Discount Notes as well as Insight Ohio's Senior Credit
Facility.

Recent Developments

On January 5, 2001, Insight Midwest, L.P., a partnership 50% owned by Insight LP
and 50% by an indirect subsidiary of AT&T Broadband, LLC, which is a subsidiary
of AT&T Corp., through a series of transactions acquired all of Insight LP's
wholly-owned systems serving approximately 280,000 customers, including the
approximately 85,400 customers served by Insight Ohio and including systems
which Insight LP purchased from the AT&T cable subsidiaries. At the same time,
Insight Midwest acquired from the AT&T cable subsidiaries systems serving
approximately 250,000 customers. Insight Ohio is an unrestricted subsidiary
under the indentures governing Insight LP's and Insight Midwest's senior notes
and is prohibited by the terms of its indebtedness from making distributions to
Insight Midwest. Insight Midwest remains equally owned by Insight LP and AT&T
Broadband, and Insight LP continues to serve as the general partner and manages
and operates the Insight Midwest systems, including Insight Ohio.

Although the financial results of Insight Ohio are consolidated into Insight
Midwest as a result of the AT&T transactions, as noted above, for financing
purposes, Insight Ohio is an unrestricted subsidiary under the indentures of
Insight Midwest. Insight Ohio's conditional guarantee of the Senior Notes
remains in place.

                                       27

<PAGE>

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.

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:

<TABLE>
<CAPTION>
                                                             Three months                        Nine months
                                                         ended September 30,                 ended September 30,
                                                        2001              2000             2001               2000
                                                    --------------   -------------    ---------------    -------------
                                                            (in thousands)                     (in thousands)

<S>                                                 <C>               <C>              <C>                <C>
Revenue                                             $    13,891       $    12,435      $    40,992        $    36,381
Operating costs and expenses:
     Programming and other operating costs                6,021             4,963           16,700             14,603
     Selling, general and administrative                  2,653             2,466            7,937              6,915
     Management fees                                        415               374            1,229              1,103
     Depreciation and amortization                        3,317             2,863            9,027              7,756
                                                    --------------   -------------    ---------------    -------------
Total operating costs and expenses                       12,406            10,666           34,893             30,377
                                                    --------------   -------------    ---------------    -------------
Operating income                                          1,485             1,769            6,099              6,004
Interest expense                                           (430)             (633)          (1,350)            (1,381)
Net income                                                1,079             1,158            4,634              4,729
Net cash provided by operating activities                 2,507             4,600           15,325             13,260
Net cash used in investing activities                     7,380            12,167           20,125             27,898
Net cash provided by financing activities                 3,118             7,388            4,500             19,347
</TABLE>

                                       28

<PAGE>

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

Revenue for the three months ended September 30, 2001 increased $1.5 million or
11.7% to $13.9 million from $12.4 million for the three months ended September
30, 2000. For the three months ended September 30, 2001, customers served
averaged approximately 85,800 compared to approximately 84,500 during the three
months ended September 30, 2000. The increase in revenue was primarily
attributable to new product launches, specifically digital services and
high-speed data services.

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

                           2001                     2000
                          Revenue                 Revenue
                            by                      by
                         Service    % of Total  by Service  % of Total
                         Offering    Revenue     Offering    Revenue
                        ----------  ----------  ----------- -----------
Basic                    $   7,271       52.4%   $   6,891       55.4%
Premium                      1,636       11.8%       1,725       13.9%
Pay-per-view                   267        1.9%         363        2.9%
Digital                        985        7.1%         505        4.1%
Advertising sales            1,024        7.4%       1,067        8.6%
Data services                1,256        9.0%         312        2.5%
Other                        1,452       10.4%       1,572       12.6%
                        ----------  ----------  ----------- -----------

Total                    $  13,891      100.0%   $  12,435      100.0%
                        ==========  ==========  =========== ===========

RGUs (Revenue Generating Units) were approximately 117,100 as of September 30,
2001 compared to approximately 97,300 as of September 30, 2000. This represents
an annualized growth rate of 20.3%. RGUs represent the sum of basic and digital
video, high-speed data and telephone customers.

Average monthly revenue per basic customer for the three months ended September
30, 2001 was $53.94 compared to $49.07 for the three months ended September 30,
2000. Average monthly revenue per basic customer for digital and high-speed data
services was $8.70 for the three months ended September 30, 2001 compared to
$3.22 for the three months ended September 30, 2000. As of September 30, 2001,
there were approximately 21,200 digital customers representing a 33.4%
penetration (digital customers as a percentage of total customers with access to
digital service). High-speed data services were launched during the three months
ended September 30, 2000. As of September 30, 2001, there were approximately
10,100 cable modem customers compared to 2,900 cable modem customers as of
September 30, 2000, respectively, representing a penetration (modem customers as
a percentage of homes passed with access to high-speed data services) of 6.8%
and 4.0%, respectively.

Programming and other operating costs increased $1.1 million or 21.3% to $6.0
million for the three months ended September 30, 2001 from $5.0 million for the
three months ended September 30, 2000. The increase was primarily attributable
to increased programming rates associated with digital services.

Selling, general and administrative expenses increased $187,000 or 7.6% to $2.7
million for the three months ended September 30, 2001 from $2.5 million for the
three months ended September 30, 2000.

                                       29

<PAGE>

The increase was primarily attributable to increased marketing activity and
corporate expenses associated with advertising sales.

Depreciation and amortization expense for the three months ended September 30,
2001 increased $454,000 or 15.9% to $3.3 million from $2.9 million for the three
months ended September 30, 2000. This increase was primarily attributable to
increased capital expenditures associated with the rebuild of systems from
earlier in the year.

Interest expense for the three months ended September 30, 2001 decreased
$203,000 or 32.1% to $430,000 from $633,000 for the three months ended September
30, 2000. This decrease was primarily attributable to lower interest rates on
outstanding borrowings.

                                       30

<PAGE>

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

Revenue for the nine months ended September 30, 2001 increased $4.6 million or
12.7% to $41.0 million compared to $36.4 million for the nine months ended
September 30, 2000. For the nine months ended September 30, 2001, customers
served averaged approximately 85,800 compared to approximately 84,400 during the
nine months ended September 30, 2000. The increase in revenue was primarily
attributable to new product launches, specifically digital services and
high-speed data services.

Revenue by service offering was as follows for the nine months ended September
30 (in thousands):

                            2001                    2000
                           Revenue                 Revenue
                             by                      by
                          Service     % of Total  Service    % of Total
                          Offering      Revenue   Offering     Revenue
                         -----------------------------------------------
       Basic              $  21,616      52.7%    $ 20,475      56.3%
       Premium                5,109      12.5%       5,190      14.3%
       Pay-per-view             900       2.2%       1,325       3.6%
       Digital                2,840       6.9%         950       2.6%
       Advertising sales      3,059       7.5%       3,338       9.2%
       Data services          3,057       7.4%         408       1.1%
       Other                  4,411      10.8%       4,695      12.9%
                         ----------------------------------------------

       Total              $  40,992     100.0%    $ 36,381     100.0%
                         ===============================================

RGUs were approximately 117,100 as of September 30, 2001 compared to
approximately 97,300 as of September 30, 2000. This represents an annualized
growth rate of 20.3%.

Average monthly revenue per basic customer for the nine months ended September
30, 2001 was $53.11 compared to $47.85 for the nine months ended September 30,
2000. Average monthly revenue per basic customer for digital and high-speed data
services was $7.64 for the nine months ended September 30, 2001 compared to
$1.79 for the nine months ended September 30, 2000. As of September 30, 2001,
there were approximately 21,200 digital customers representing a 33.4%
penetration. High-speed data services were launched during the three months
ended September 30, 2000. As of September 30, 2001, there were approximately
10,100 cable modem customers compared to 2,900 cable modem customers as of
September 30, 2000, respectively, representing a penetration (modem customers as
a percentage of homes passed with access to high-speed data services) of 6.8%
and 4.0%, respectively.

Programming and other operating costs increased $2.1 million or 14.4% to $16.7
million for the nine months ended September 30, 2001 from $14.6 million for the
nine months ended September 30, 2000. The increase was primarily attributable to
increased programming rates associated with the digital services.

Selling, general and administrative expenses increased $1.0 million or 14.8% to
$7.9 million for the nine months ended September 30, 2001 from $6.9 million for
the nine months ended September 30, 2000. The increase was primarily
attributable to increased marketing activity and corporate expenses

                                       31

<PAGE>

associated with advertising sales.

Depreciation and amortization expense for the nine months ended September 30,
2001 increased $1.3 million or 16.4% to $9.0 million from $7.8 million for the
nine months ended September 30, 2000. This increase was primarily attributable
to increased capital expenditures associated with the rebuild of systems from
earlier in the year.

Interest expense of $1.4 million for the nine months ended September 30, 2001
remained relatively flat compared to September 30, 2000. This was primarily
attributable to lower interest rates on outstanding borrowings offset by a
higher average outstanding borrowings balance.

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 $20.1 million for the nine months
ended September 30, 2001. These expenditures were primarily for the rebuild of
cable plant and for serving new homes. Capital expenditures were financed by
cash flows from operations and capital contributions.

Insight continues to further enhance the technical platform of the System by
upgrading the plant serving the majority of customers. The capability for
high-speed data transmission, impulse pay-per-view, digital tiers of service and
additional analog channels is intended to be provided by further deployment of
fiber optics, an increase in the bandwidth to 870 MHz, activation of plant to
allow two-way transmission and the installation of digital equipment.

Capital expenditures are expected to approximate $25.5 million during the year
ending December 31, 2001 to support not only ongoing plant extensions, new
customer additions and capital replacement, but also to fund the plant upgrade
to 870 MHz and to activate plant for two-way transmission, which is necessary to
facilitate the deployment of interactive services.

Cash provided by operations for the nine months ended September 30, 2001 and
2000 was $15.3 million and $13.3 million, respectively. The increase was
primarily attributable to timing changes in working capital accounts.

Cash used in investing activities for the nine months ended September 30, 2001
and 2000 was $20.1 million and $27.9 million, respectively, reflecting capital
expenditures to upgrade the System and build plant expansions.

Cash provided by financing activities for the nine months ended September 30,
2001 was $4.5 million. This was comprised of capital contributions of $18.5
million, less distributions on preferred interests of $14.0 million. Cash
provided by financing activities for the nine months ended September 30, 2000
was $19.3 million consisting of borrowings under the Senior Credit Facility of
$14.0 million and capital contributions of $19.4 million, less distributions on
preferred interests of $14.0 million. The $25.0 million Senior Credit Facility
was fully borrowed as of September 30, 2001.

                                       32

<PAGE>

Due to the increased rebuild costs, management determined that cash flows from
operations may not be sufficient to finance the operating and capital
requirements of the System, debt service requirements and distributions on the
Preferred Interests over the next year. As such, Insight Midwest has committed
to provide capital contributions to fund cash requirements through the year
ending December 31, 2001. Insight Midwest contributed $18.5 million to Insight
Ohio during the nine months ended September 30, 2001.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets", effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives. The Company is currently reviewing the impact
of these standards and will be performing a fair value analysis at a later date
in connection with the adoption of SFAS No. 142 on January 1, 2002.

In October 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
effective for fiscal years beginning after December 15, 2001. SFAS No. 144
supersedes SFAS No. 121 and identifies the methods to be used in determining
fair value. We are currently reviewing the impact of this standard and will be
performing an analysis at a later date in connection with the adoption of SFAS
No. 144 on January 1, 2002.

                                       33

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Coaxial LLC, Coaxial Financing Corp. and Insight Ohio do not engage in trading
market risk sensitive instruments and do not purchase hedging instruments or
"other than trading" instruments that are likely to expose any of them to market
risk, whether interest rate, foreign currency exchange, commodity price or
equity price risk. Coaxial LLC, Coaxial Financing Corp. and Insight Ohio have
not entered into forward or future contracts, purchased options or entered into
swaps.

Insight Ohio's senior credit facility bears interest at floating rates.
Accordingly, Insight Ohio is exposed to potential losses related to changes in
interest rates. A hypothetical 100 basis point increase in interest rates along
the entire interest rate yield curve would increase our projected annual
interest expense by approximately $250,000 for the year ending December 31,
2001. The Senior Discount Notes issued by Coaxial LLC and Coaxial Financing
Corp. and the Senior Notes issued by Coaxial and Phoenix bears interest at fixed
rates.

The fair value of borrowings under Insight Ohio's senior credit facility
approximates carrying value as it bears interest at floating rates. The fair
value and carrying value of the Senior Discount Notes as of September 30, 2001
was $41.7 million and $44.2 million, respectively. The fair value and carrying
value of the Senior Notes as of September 30, 2001 was $137.0 million and $140.0
million, respectively.

                                       34

<PAGE>

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits:

         None

(b) Reports on Form 8-K:

         None

                                       35

<PAGE>

                                   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: November 13, 2001             Coaxial LLC
                                    (Registrant)


                                    By: /s/ Kim D. Kelly
                                    --------------------
                                    Kim D. Kelly
                                    Executive Vice President, Chief Financial
                                    and Operating Officer
                                    Insight Communications Company, Inc.
                                    (Principal Financial and Accounting Officer)

                                       36

<PAGE>

                                   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: November 13, 2001             Coaxial Financing Corp.
                                    (Registrant)


                                    By: /s/ Kim D. Kelly
                                    --------------------
                                    Kim D. Kelly
                                    Executive Vice President, Chief Financial
                                    and Operating Officer
                                    Insight Communications Company, Inc.
                                    (Principal Financial and Accounting Officer)

                                       37

<PAGE>

                                   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: November 13, 2001            Insight Communications of Central Ohio, LLC
                                   (Registrant)


                                   By: /s/ Kim D. Kelly
                                   --------------------
                                   Kim D. Kelly
                                   Executive Vice President, Chief Financial
                                   and Operating Officer
                                   Insight Communications Company, Inc.
                                   (Principal Financial and Accounting Officer)

                                       38