<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 June 30, 1999
Commission file number 0-26677
_______________________
INSIGHT COMMUNICATIONS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4053502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
126 East 56/th/ Street
New York, New York 10022
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 212-371-2266
_______________________
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 to file such reports) and (2) has been subject to such filing
requirements for the past 90 Days. Yes __ No X
---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at September 2, 1999
--------------------------- --------------------------------
Class A Common Stock, $.01 Par Value 49,157,180
Class B Common Stock, $.01 Par Value 10,226,050
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed 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 generally accepted accounting
principles. However, in the opinion of management, all adjustments (which,
except as disclosed elsewhere herein, consist only 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 the Company's Registration Statement on Form S-1 dated July 20,
1999.
2
<PAGE>
INSIGHT COMMUNICATIONS COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
--------------- --------------
ASSETS
<S> <C> <C>
Cash and cash equivalents........................................... $ 19,902 $ 13,497
Trade accounts receivable, net...................................... 7,988 5,784
Due from Insight Communications of Central Ohio, LLC................ 1,039 904
Due from affiliated companies....................................... -- 131
Prepaid expenses and other.......................................... 1,598 3,917
Fixed assets, net................................................... 155,412 173,233
Intangible assets, net.............................................. 467,149 476,482
Investment in Insight Communications of Central Ohio, LLC........... 6,749 1,180
--------------- --------------
Total assets..................................................... $659,837 $675,128
=============== ==============
LIABILITIES AND PARTNERS' DEFICIENCY
Accounts payable.................................................... $ 24,290 $ 28,021
Accrued expenses and other assets................................... 4,156 6,044
Interest payable.................................................... 7,661 4,180
Debt................................................................ 573,663 601,163
--------------- --------------
Total liabilities................................................ 609,770 639,408
Minority interest................................................... 6,676 --
Redeemable Class B units, 47,215,859 units outstanding, net of
issuance costs of $4,410........................................... 51,319 57,569
Partners' deficiency................................................ (7,928) (21,849)
--------------- --------------
$659,837 $675,128
=============== ==============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
INSIGHT COMMUNICATIONS COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
1998 1999 1998 1999
--------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenue............................................... $25,162 $ 46,406 $ 48,323 $ 91,783
Costs and expenses:
Programming and other operating costs................ 6,789 12,598 13,263 25,861
Selling, general and administrative.................. 5,564 10,672 10,587 20,852
Depreciation and amortization........................ 2,439 26,201 8,240 51,940
--------------- -------------- --------------- --------------
14,792 49,471 32,090 98,653
--------------- -------------- --------------- --------------
Operating income (loss)............................... 10,370 (3,065) 16,233 (6,870)
Other income (expense), net...........................
Gain on cable system exchanges....................... - - - 19,662
Interest expense..................................... (6,307) (11,081) (12,078) (21,574)
Other income (expense)............................... 8 (93) (11)
--------------- -------------- --------------- --------------
6,299 (11,174) (12,089) (1,912)
--------------- -------------- --------------- --------------
Income before minority interest and equity in losses
of Insight Communications of Central Ohio, LLC....... 4,071 (14,239) 4,144 (8,782)
Minority interest..................................... - 2,183 - 6,676
Equity in losses of Insight Communications of Central
Ohio, LLC............................................ - (2,856) - (5,569)
--------------- -------------- --------------- --------------
Net income (loss)..................................... 4,071 (14,912) $ 4,144 $ (7,675)
--------------- -------------- --------------- --------------
Accretion of redeemable Class B units................. 1,910 3,125 1,910 6,250
--------------- -------------- --------------- --------------
Net income (loss) applicable to Class A units......... $ 2,161 $(18,037) $ 2,234 $(13,925)
=============== ============== =============== ==============
Basic income (loss) per share......................... $ 0.11 $ (1.07) $ 0.11 $ (0.82)
Diluted income (loss) per share....................... $ 0.07 $ (1.07) $ 0.06 $ (0.82)
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
4
<PAGE>
INSIGHT COMMUNICATIONS COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------------
1998 1999
--------------- ---------------
Operating activities:
<S> <C> <C>
Net income (loss)........................................... $ 4,144 $ (7,675)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 8,240 51,940
Equity in losses of Insight Communications of Central
Ohio, LLC................................................ --- 5,569
Gain on cable systems exchanges........................... --- (19,762)
Minority interest......................................... --- (6,676)
Provision for losses on trade accounts receivable......... 453 866
Change in operating assets and liabilities:
Trade accounts receivable................................ (480) 1,338
Due from and to affiliates............................... 65 (84)
Prepaid expenses and other assets........................ 1,602 (2,315)
Accounts payable......................................... 7,823 3,731
Accrued expenses and other liabilities................... (4,046) 1,976
Interest payable......................................... 2,125 (3,481)
--------------- ---------------
Net cash provided by operating activities.................... 19,926 25,427
--------------- ---------------
Investing activities:
Purchases of fixed assets................................... (17,851) (43,811)
Purchase of cable television system......................... (84,101) (2,900)
Increase in intangible assets............................... (3,378) (12,621)
--------------- ---------------
Net cash used for investing activities....................... (105,330) (59,332)
--------------- ---------------
Financing activities:
Proceeds from bank credit facility.......................... 99,800 27,500
Issuance of Class B common units............................ 50,000 -
Class B common unit issuance costs.......................... (4,410) -
Purchase of redeemable preferred limited units.............. (60,000) -
Purchase of warrants........................................ 116 -
--------------- ---------------
Net cash provided by financing activities.................... 85,506 27,500
--------------- ---------------
Net increase (decrease) in cash and cash equivalents......... 102 (6,405)
Cash and cash equivalents at beginning of period............. 1,082 19,902
--------------- ---------------
Cash and cash equivalents at end of period................... $ 1,184 $ 13,497
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
<PAGE>
INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(unaudited)
A. Organization
On July 26, 1999, Insight Communications Company, Inc. (the "Company")
successfully completed an initial public offering ("IPO") of its common stock.
Upon completion of the IPO, the Company's predecessor, Insight Communications
Company, L.P., was reconstituted as a corporation and the limited partnership
and general partnership units were exchanged for common stock. See Subsequent
Events, Note F. The Company owns, operates and manages cable television systems.
Effective October 31, 1998, the Company and Tele-Communications, Inc. ("TCI")
entered into a contribution agreement (the "contribution agreement") whereby the
Company and TCI contributed certain of their cable television systems located in
Indiana and Northern Kentucky to Insight Communications of Indiana, LLC
("Insight Indiana") in exchange for 50% equity interests therein. The Company is
the manager of Insight Indiana and effectively controls all operating and
financial decisions. Accordingly, the accompanying financial statements include
the accounts of Insight Indiana. As of June 30, 1999, the Company operated cable
television systems in Illinois, California, Georgia, Indiana, Kentucky, and
Ohio.
Earnings per share ("EPS") is calculated in accordance with FASB Statement
No. 128, "Earnings Per Share." As a result of the IPO, earnings per share is
presented in the accompanying statement of operations as if a conversion of
securities from partnership units to common shares occurred at June 30, 1999.
Basic earnings per share is computed using average shares outstanding during the
period without giving any effect to the new shares issued in connection with the
IPO. Diluted earnings per share is basic earnings per share adjusted for the
dilutive effects of the redeemable Class B units and certain warrants that were
either exercised or expired by March 31, 1998.
B. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
six month period ended June 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999.
For further information, refer to the Company's financial statements and
footnotes thereto for the year ended December 31, 1998, included elsewhere in
the Company's Registration Statement on Form S-1.
C. Gain on Cable System Exchanges and Purchase of Cable System
On March 22, 1999 the Company exchanged its Franklin, Virginia cable system
("Franklin") servicing 9,200 subscribers for Falcon Cable's Scottsburg
("Scottsburg") Indiana system servicing 4,100 subscribers. In addition, the
Company received $8 million in cash which was held on deposit with a qualified
intermediary. Furthermore, on February 1, 1999, the Company exchanged its
Oldham, Kentucky cable system ("Oldham") servicing approximately 8,500
subscribers for Intermedia Partners of Kentucky L.P.'s Henderson, Kentucky cable
system ("Henderson") servicing approximately 10,600 subscribers. These
transactions have been accounted for by the Company as sales of the Franklin and
Henderson systems and purchases of the Scottsburg and Oldham systems.
Accordingly, based upon the preliminary purchase price allocation, the
Scottsburg and Henderson systems have been included in the accompanying
condensed consolidated balance sheets at their fair values (approximately $31.3
million) and the Company recognized a gain on
6
<PAGE>
INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(unaudited)
C. Gain on Cable System Exchanges and Purchase of Cable System (continued)
the sale of the Franklin and Oldham systems of approximately $19.7 million,
which amount represents the difference between the carrying value of the
Franklin and Oldham Systems and the fair value of the Scottsburg and Henderson
systems, plus the aforementioned cash received in connection with the Scottsburg
transaction. The Scottsburg and Henderson Systems purchase price was allocated
to the cable television assets acquired in relation to their fair values as
increases in property and equipment of $5.7 million and franchise costs of $25.6
million. Franchise costs arising from the acquisition of the Scottsburg and
Henderson systems are being amortized on the straight-line method over a period
of 15 years.
On March 31, 1999 the Company acquired Americable International of Florida
Inc.'s Portland, Indiana and Fort Recovery, Ohio cable systems ("Portland")
servicing approximately 6,100 subscribers for $10.9 million. The preliminary
purchase price was allocated to the cable television assets acquired in relation
to their fair values as increases in property and equipment of $2.3 million and
franchise costs of $8.6 million. The Company has accounted for the acquisition
of the Portland system as a purchase. The Company paid for this acquisition with
borrowings under its credit facilities and with the $8 million of cash received
in the aforementioned Franklin/Scottsburg swap and held on deposit with a
qualified intermediary.
D. Debt
Debt consists of:
June 30
December 31 1999
1998 (unaudited)
---------------------------------
(in thousands)
Revolving credit facility $ 111,100 $ 132,600
Insight Indiana credit facility 460,000 466,000
Note payable to Media One 2,563 2,563
--------------- -------------
$ 573,663 $ 601,163
=============== =============
In November, 1996, the Company entered into a second amended and restated
credit facility ("Amended Credit Facility"), which superseded the Company's
prior credit facility. The Amended Credit Facility provided for loans totaling
$220 million. On January 22, 1998, the Company entered into a third amended and
restated credit facility which increased the maximum amount of borrowings under
the amended and restated credit facility to $340 million. As a result of the
contribution of certain of the Company's cable television systems to Insight
Indiana and the execution by Insight Indiana of its own credit facility, the
Company entered into a fourth amended and restated credit agreement which
expires in December 2005 and reduced the maximum amount of borrowings to $140
million. Borrowings under the fourth amended and restated credit facility bear
interest at either the Alternative Base Rate (ABR) or reserve-adjusted London
Interbank Offered Rate (LIBOR), plus the Applicable Margin as
7
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(unaudited)
D. Debt (continued)
defined. The Applicable Margin varies based upon levels of total leverage
ranging from 0.0% to 0.625% under the ABR option and 1.0% to 1.875% under the
LIBOR option. The second and third amended and restated credit facilities
contained similar rates for interest. At June 30, 1999, approximately $132.6
million was outstanding under this facility.
On November 24, 1997, the Company purchased the 34% limited Company
interest held by Media One for $10.3 million. The Company paid $2.6 million in
cash and issued a two-year senior subordinated note payable for $7.7 million.
The note bears interest at a rate of 9% payable annually. Remaining principal
payments approximate $2.6 million at June 30, 1999 and are due on November 24,
1999. Should the Company default on any portion of the aforementioned senior
subordinated note, Media One would be entitled to a pro-rata share of the
limited partnership units purchased by the Company.
At June 30, 1999, Insight Indiana had a credit facility that provides for
long term loans of $300 million and for revolving credit loans of up to $250
million. The Insight Indiana credit facility matures in December 2006, and
contains quarterly reductions in the amount of outstanding loans and commitments
commencing in March 2001. Obligations under this credit facility are secured by
all of the membership interests of Insight Indiana and any amounts payable to
its members. Loans under the Insight Indiana credit facility bear interest at an
ABR or LIBOR plus an additional margin tied to certain debt ratios of Insight
Indiana. The credit facility requires Insight Indiana to meet certain debt
financial covenants. At June 30, 1999 approximately $466 million was outstanding
under the facility.
At June 30, 1999 required annual principal payments under the
aforementioned credit facilities and the Media One note are as follows (in
thousands):
1999 $ 2,563
2000 -
2001 65,000
2002 90,250
2003 114,750
Thereafter 328,600
------------
$601,163
============
E. Commitments and Contingencies
Certain of the Company's individual systems have been named in purported
class actions in various jurisdictions concerning late fee charges and
practices. Certain of the Company's cable television systems charge late fees to
subscribers who do not pay their cable bills on time. Plaintiffs generally
allege that the late fees charged by such cable television systems are not
reasonably related to the costs incurred by the cable television systems as a
result of the late payment. Plaintiffs seek to require cable television systems
to provide compensation for alleged excessive late fee charges for past periods.
These cases are at various stages of the litigation process. Based upon the
facts available, management believes that, although no assurances can be given
as to the outcome of these actions, the ultimate disposition of these matters
should not have a material adverse effect upon the financial condition or
results of operations of the Company.
8
<PAGE>
INSIGHT COMMUNICATIONS COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(unaudited)
E. Commitment and Contingencies (continued)
The Company is subject to other 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
consolidated financial condition of the Company.
F. Contribution Agreements and Subsequent Events
The Company entered into an agreement with Blackstone Capital Partners III
Merchant Fund L.P. ("Blackstone") and a subsidiary of TCI to purchase their
combined 50% interest in InterMedia Partners VI, L.P. (the "IPVI Partnership")
for approximately $335 million (inclusive of expenses) plus assumed debt. The
IPVI Partnership was formed in August 1996 by TCI, Blackstone and Intermedia
Partners to acquire and operate cable television systems servicing approximately
430,000 subscribers in four major markets in Kentucky, including Louisville,
Lexington, Bowling Green and Covington.
The pro forma unaudited results of operations of the Company for the six
months ended June 30, 1998 and June 30, 1999 assuming the Indiana contribution
agreement and the contribution of the IPVI systems occurred on January 1, 1998
is as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
1998 1999
--------------- -----------------
<S> <C> <C>
Revenues.............................................. $193,445 $195,315
Loss before extraordinary items....................... 32,526 57,628
Net loss.............................................. 32,526 57,628
Loss per share........................................ $ 0.99 $ 1.75
</TABLE>
In a separate agreement, the Company will be appointed the manager of the IPVI
Partnership and will earn a management fee equivalent to 3% of the IPVI
Partnership's revenues.
On July 26, 1999 the Company completed its IPO. In connection therewith,
the Company was reconstituted as a corporation and its Limited Partnership and
General Partnership units were exchanged for common stock. The authorized
capitalization consists of 300,000,000 shares of Class A common stock, par value
$.01 per share, 100,000,000 shares of Class B common stock, par value $.01 per
share, and 100,000,000 shares of preferred stock, par value $.01 per share. In
connection with the IPO, the Company sold approximately 26,450,000 shares of its
Class A common stock and received net proceeds of approximately $607.3 million.
These proceeds will be primarily used to repay senior indebtedness and to
finance the Kentucky acquisition.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial condition and Results
of Operations
Forward Looking Statements
Some of the information in this quarterly report contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. You should
read statements that contain these words carefully because they:
. discuss our future expectations;
. contain projections of our future results of operations or of our financial
condition; or
. state other "forward-looking" information.
We believe it is important to communicate our expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or over which we have no control. The risk factors listed in our most
recent registration statement, as well as any cautionary language in this
quarterly report, provide examples of risks, uncertainties and events that may
cause our actual results to differ materially from the expectations we describe
in our forward-looking statements. You should be aware that the occurrence of
the events described in these risk factors and elsewhere in this quarterly
report could have a material adverse effect on our business, operating results
and financial condition.
Introduction
Because of recently completed and pending corporate transactions, including
the contribution agreement with AT&T Broadband & Internet Services with respect
to the Indiana cable television systems and our proposed acquisition of the
Kentucky cable television systems, we do not believe the discussion and analysis
of our historical financial condition and results of operations below are
indicative of our future performance. In the contribution agreement with AT&T
Broadband & Internet Services, we exchanged our Utah systems for AT&T Broadband
& Internet Services' Evansville, Indiana system and simultaneously contributed
all of our Indiana systems including Evansville and AT&T Broadband & Internet
Services contributed most of its Indiana systems into a joint venture, called
Insight Communications of Indiana, LLC. The financial results and analysis
include the results of the acquisition of the Rockford, Illinois system from
January 22, 1998, the contribution agreement with AT&T Broadband & Internet
Services since October 31, 1998, and our equity interest in the Columbus system
(including management fees) since August 21, 1998. Because of the timing of
these corporate transactions, coupled with the expected close of the Kentucky
acquisition in the second half of 1999, our future operating results are likely
to be substantially different from what is presented in the following analysis.
10
<PAGE>
General
Substantially all of our historical revenues were earned from customer fees
for cable television programming services including premium and pay-per-view
services and ancillary services, such as rental of converters and remote control
devices and installations, and from selling advertising. In addition, we earn
revenues from commissions for products sold through home shopping networks and,
since August 21, 1998, from management fees for managing Insight Communications
of Central Ohio, LLC.
We have generated increases in revenues and EBITDA for each of the past
three fiscal years primarily through internal customer growth, increases in
monthly revenue per customer and growth in advertising and from acquisitions,
swaps and a joint venture.
Results of Operations
The following table is derived for the periods presented from our consolidated
financial statements that are included in this report and sets forth certain
statement of operations data for our consolidated operations.
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
------------------------------- -------------------------------
1998 1999 1998 1999
---- ---- ---- ----
(in thousands)
<S> <C> <C> <C> <C>
Revenue....................................... $ 25,162 $ 46,406 $ 48,323 $ 91,783
Costs and expenses:
Programming and other operating costs....... 6,789 12,598 13,263 25,861
Selling, general and administrative......... 5,564 10,672 10,587 20,852
Depreciation and amortization............... 2,439 26,201 8,240 51,940
-------- -------- -------- --------
14,792 49,471 32,090 98,653
-------- -------- -------- --------
Operating income (loss)....................... 10,370 (3,065) 16,223 (6,870)
EBITDA(*)..................................... 12,817 22,370 24,462 65,839
Interest expense.............................. 6,307 11,081 12,078 21,574
Net income (loss)............................. 4,071 (14,912) 4,144 (7,675)
Net cash provided by operating activities..... 7,790 6,974 19,926 25,427
Net cash used in investing activities......... 13,925 31,644 105,330 59,332
Net cash provided by financing activities..... - 8,500 85,506 27,500
</TABLE>
(*)EBITDA represents earnings (loss) before interest, taxes, depreciation
and amortization and extraordinary items. Our management believes that EBITDA
is commonly used in the cable television industry to analyze and compare cable
television companies on the basis of operating performance, leverage and
liquidity. However, EBITDA is not intended to be a performance measure that
should be regarded as an alternative to, or more meaningful than, either
operating income or net income as an indicator of operating performance or cash
flows as a measure of liquidity, as determined in accordance with generally
accepted accounting principles. EBITDA, as computed by management, is not
necessarily comparable to similarly titled amounts of other companies.
11
<PAGE>
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998
Revenues increased 84.4% to $46.4 million for the three months ended June
30, 1999 as compared to the three months ended June 30, 1998. The results were
impacted by the exchange and contribution agreement with AT&T Broadband &
Internet Services completed on October 31, 1998. Our results for the three
months ended June 30, 1998 include revenue from our Utah systems, which were
exchanged as part of the joint venture with AT&T Broadband & Internet Services.
The incremental revenue generated from AT&T Broadband & Internet Services'
contributed systems approximated $16.7 million accounting for 78.7% of the
consolidated revenue increase. In addition, revenues increased as a result of
internal customer growth, rate increases and growth in advertising revenues.
Revenues per customer per month averaged $36.64 for the three months ended
June 30, 1999 compared to $33.75 for the three months ended June 30, 1998
primarily reflecting an increase in advertising revenue per customer per month
which averaged $2.86 per customer during the three months ended June 30, 1999
compared to $1.34 during the comparable period of 1998, accounting for
approximately 9.1% of the total revenue increase during the comparable period in
1998.
Programming and other operating costs increased 85.6% to $12.6 million for
the three months ended June 30, 1999 as compared to the three months ended June
30, 1998. The Indiana systems contributed by AT&T Broadband & Internet Services
accounted for approximately 80.6% or approximately $4.7 million of the total
increase. Excluding these systems, these costs increased by approximately $1.1
million accounting for 19.4% of the total increase, primarily as a result of
increased programming costs and additional programming carried by our systems.
Selling, general and administrative expenses increased 91.8% to $10.7
million for the three months ended June 30, 1999 compared to $5.6 million for
the three months ended June 30, 1998 primarily reflecting increased marketing
activity associated with new product introductions and increased corporate
expenses.
Depreciation and amortization expense increased 974.3% to $26.2 million for
the three months ended June 30, 1999 compared to $2.4 million for the three
months ended June 30, 1998. This increase was primarily due to the acquisitions
and additional capital expenditures associated with the rebuilds of our systems.
For the three months ended June 30, 1999, an operating loss of $3.1 million
was incurred as compared to operating income of $10.4 million for the three
months ended June 30, 1998, primarily due to increased depreciation and
amortization.
12
<PAGE>
EBITDA increased 74.5% to $22.4 million for the three months ended June 30,
1999 as compared to the three months ended June 30, 1998 primarily reflecting
the contribution of systems by AT&T Broadband & Internet Services. EBITDA
represents earnings (loss) before interest, taxes, depreciation and
amortization. Our management believes that EBITDA is commonly used in the cable
television industry to analyze and compare cable television companies on the
basis of operating performance, leverage and liquidity. However, EBITDA is not
intended to be a performance measure that should be regarded as an alternative
to, or more meaningful than, either operating income or net income as an
indicator of operating performance or cash flows as a measure of liquidity, as
determined in accordance with generally accepted accounting principles. EBITDA,
as computed by management, is not necessarily comparable to similarly titled
amounts of other companies.
Interest expense increased 75.7% to $11.1 million for the three months
ended June 30, 1999 compared to $6.3 million for the three months ended June 30,
1998. The increase was primarily due to higher average outstanding indebtedness
related to acquisitions. Average debt outstanding during the three months ended
June 30, 1999 was $616.9 million at an average interest rate of 7.2%.
For the three months ended June 30, 1999 a net loss of $14.9 million was
realized for the reasons set forth above.
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
Revenues increased 89.9% to $91.8 million for the six months ended June 30,
1999 compared to $48.3 million for the six months ended June 30, 1998. The
results were impacted by the exchange and contribution agreement with AT&T
Broadband & Internet Services completed on October 31, 1998. Our results for the
six months ended June 30, 1998 include revenue from our Utah systems, which were
exchanged as part of the joint venture with AT&T Broadband & Internet Services.
The incremental revenue generated from AT&T Broadband & Internet Services'
contributed systems approximated $34.5 million accounting for 79.4% of the
consolidated revenue increase. In addition, revenues increased as a result of
internal customer growth, rate increases and growth in advertising revenues.
Revenues per customer per month averaged $36.50 for the six months ended
June 30, 1999 compared to $32.58 for the six months ended June 30, 1998
primarily reflecting an increase in advertising revenue per customer per month
which averaged $2.67 during the first six months of 1999 compared to $1.19 per
customer during the comparable period in 1998, accounting for approximately 8.6%
of the total revenue increase during the comparable period in 1998.
13
<PAGE>
Programming and other operating costs increased 95.0% to $25.9 million for
the six months ended June 30, 1999 compared to $13.3 million for the six months
ended June 30, 1998. The Indiana systems contributed by AT&T Broadband &
Internet Services accounted for approximately 74.5% or approximately $9.4
million of the total increase. Excluding these systems, these costs increased by
approximately $3.2 million accounting for 25.5% of the total increase, primarily
as a result of increased programming costs and additional programming carried by
our systems.
Selling, general and administrative expenses increased 97.0% to $20.9
million for the six months ended June 30, 1999 compared to $10.6 million for the
six months ended June 30, 1998 primarily reflecting increased marketing activity
associated with new product introductions and increased corporate expenses.
Depreciation and amortization expense increased 530.3% to $51.9 million for
the six months ended June 30, 1999 compared to $8.2 million for the six months
ended June 30, 1998. This increase was primarily due to the acquisitions and
additional capital expenditures associated with the rebuilds of our systems.
For the six months ended June 30, 1999, an operating loss of $6.9 million
was incurred as compared to operating income of $16.2 million for the six months
ended June 30, 1998, primarily due to increased depreciation and amortization.
EBITDA increased 169.1% to $65.8 million for the six months ended June 30,
1999 as compared to the six months ended June 30, 1998 reflecting acquisitions,
a gain in 1999 on cable systems exchanges of $19.7 million and the incremental
operating systems as a result of the AT&T Broadband and Internet Services and
Insight joint venture.
Interest expense increased 78.5% to $21.6 million for the six months ended
June 30, 1999 compared to $12.1 million for the six months ended June 30, 1998.
The increase was primarily due to higher average outstanding indebtedness
related to acquisitions. Average debt outstanding during the first six months of
1999 was $600.0 million at an average interest rate of 7.2%.
For the six months ended June 30, 1999 a net loss of $7.7 million was
realized for the reasons set forth above. As of June 30, 1999, the minority
interest relating to AT&T Broadband Internet Services' 50% interest in the
equity of Insight Indiana was zero. This compares to a minority interest of
$6.7 million as of December 31, 1998. The decrease in minority interest was
primarily due to losses incurred by Insight Indiana which reduced the minority
interest to zero. As such, we will be absorbing 100% of any net losses incurred
by Insight Indiana subsequent to June 30, 1999.
14
<PAGE>
The June 30, 1999 financial statements exclude a one-time non-recurring
charge to earnings to record a net deferred tax liability of approximately $50
million that will be recognized upon the exchange of limited partnership
interests in Insight Communications Company, L.P. for our common stock. The
aforementioned financial statements also exclude a one-time $18.7 million non-
cash compensation charge associated with the distribution of shares resulting
from the general partner's share of Class B unit allocation, to certain of our
employees, as a result of our initial public offering.
Liquidity and Capital Resources
Our business requires cash for operations, debt service, capital
expenditures and acquisitions. The cable television business has substantial on-
going capital requirements for the construction, expansion and maintenance of
its broadband networks. Expenditures have primarily been used to rebuild and
upgrade our existing cable network, and in the future will be used for plant
extensions, new services, converters and system rebuilds. Historically, we have
been able to meet our cash requirements with cash flow from operations,
borrowings under our credit facilities and equity contributions from our
investors.
For the six months ended June 30, 1998 and June 30, 1999, we spent $17.9
million and $43.8 million, respectively, in capital expenditures largely to
support our plant rebuild, digital converter purchases and to a lesser extent
network extensions. For the six months ended June 30, 1998 and June 30, 1999,
cash from operations totaled $19.9 million and $25.4 million, which together
with borrowings under our credit facilities, funded the above noted capital
expenditures.
It is anticipated that during 1999, we will have approximately $123.0
million of capital expenditures. Included in the planned 1999 capital
expenditures is $89.0 million for the upgrading of our Rockford, Illinois and
most of our Indiana cable television systems, which will involve the wide
deployment of fiber optics and other capital projects associated with
implementing our clustering strategy. The amount of such capital expenditures
for years subsequent to 1999 will depend on numerous factors including the level
of success in deploying our new services which will impact the amount of capital
we will need for digital converters and other network service infrastructure to
support demand for new products and services.
During 1998, we acquired the Rockford, Illinois system for $97.0 million
excluding fees and cash associated with the acquisition. In addition, we
acquired a 75% non-voting interest in Insight Ohio which owns and operates the
Columbus system for $10.0 million. We funded these acquisitions through existing
credit facilities.
15
<PAGE>
At June 30, 1999, we had aggregate indebtedness of $601.2 million, which
consisted of borrowings totaling $598.6 million under senior bank credit
facilities and a note payable to MediaOne due November 24, 1999 in the amount of
$2.6 million entered into in connection with our purchase of partnership
interests from MediaOne. The senior bank facilities consisted of:
. $140.0 million eight year reducing revolver credit facility, which supports
our national systems, of which $132.6 million was borrowed; and
. $550.0 million eight year revolving credit/term loan which supports our
Indiana systems, of which $466.0 million was borrowed.
We believe these facilities are sufficient to support our current operating
plan for the national and Indiana systems.
On July 26, 1999, the Company successfully completed an IPO of our Class A
common stock, raising net proceeds of approximately $607.3 million. Upon receipt
of the proceeds $132.6 million was used to pay down all outstanding senior
indebtedness of Insight Communications, L.P. The balance of the proceeds will be
used to finance the acquisition of the Kentucky systems, which is expected to
close in the second half of 1999, the introduction of new and enhanced products
and services for our customers, other strategic acquisitions and general
corporate activities.
Impact of Recently Issued Accounting Standards
In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. We expect to adopt the new statement
effective January 1, 2000. The statement will require us to recognize all
derivatives on the balance sheet at fair value. Although we have not completed
our assessment of the impact of FASB No. 133 on our results of operations and
financial position, we do not anticipate that the adoption of this statement
will be material.
Inflation and Changing Prices
Our systems' costs and expenses are subject to inflation and price
fluctuations. Although changes in costs can be passed through to customers, such
changes may be constrained by competition. We do not expect inflation to have a
material effect on our results of operations.
16
<PAGE>
Year 2000 Compliance
State of Readiness
We are evaluating the impact of the Year 2000 problem on our business
systems and our ability to deliver our products and services to our customers.
This evaluation includes a review of our information technology systems, cable
network equipment and other imbedded technologies. We are also evaluating the
potential impact as a result of our reliance on third-party suppliers that may
have the Year 2000 problem. We believe the following business systems and
equipment are vulnerable to the Year 2000 problem:
. Information processing and financial reporting systems;
. Customer billing systems;
. Customer service systems; and
. Cable headend equipment including addressable controllers and advertising
insertion equipment.
We have developed a program to assess and address the Year 2000 problem.
This program consists of the following six phases:
1. Inventorying and assessing the impact on affected technology and systems;
2. Developing solutions for affected technology and systems;
3. Modifying or replacing affected technology and systems;
4. Testing and verifying solutions;
5. Implementing solutions; and
6. Developing contingency plans.
As of June 30, 1999, the status of our Year 2000 compliance program was as
follows: Phase 1 was substantially completed. Phases 2, 3, 4 and 5 were underway
with expected completion by September 30, 1999. We are working on contingency
plans at this time, which will include customer notification and plans for
additional personnel.
The completion dates set forth above are based on current expectations.
Due to uncertainties inherent in Year 2000 remediation, however, no assurances
can be given as to whether such projects will be completed on such dates.
17
<PAGE>
Costs
To date, costs incurred that were directly related to addressing the Year
2000 problem have not been material. We have reviewed our cable systems to
inventory our equipment and have sent letters to our programming suppliers and
other vendors. We have not used a consultant but have worked closely with AT&T
Broadband & Internet Services, adopting its Year 2000 program and to a large
extent utilizing its independent certifications. In addition, we have tested our
billing system by entering years such as 2001 and have determined it to be
working properly.
We do not expect that the total cost of our Year 2000 remediation program
will be material. This includes the cost of replacing advertising insertion
equipment and a local addressable controller in one system.
Risks
We purchase most of our technology from third parties. We have been
communicating with all vendors with whom we do business to determine their Year
2000 readiness and to determine the extent to which we are vulnerable to the
Year 2000 problem related to those third parties. To assess Year 2000 compliance
and any potential exposure to the Year 2000 problem, we have sent letters to
such third parties requesting that they certify as to their Year 2000
preparedness. To date, 87.7% of these third parties have responded that they are
Year 2000 compliant.
There can be no assurance that third-party systems on which our systems
rely will be Year 2000 ready or timely converted into systems compatible with
our systems. Our failure or a third party's failure to become Year 2000 ready,
or our inability to become compatible with third parties with which we have a
material relationship, may have a material adverse effect on us, including
significant service interruption or outages. We cannot currently estimate the
extent of any such adverse effects.
Contingency Planning
We are working on contingency plans to minimize the effect of any potential
Year 2000 related disruptions. We intend to prepare plans which relate to
systems, software, equipment and services we deem to be critical to customer
service and business operations and expect them to be in place by September
1999. These services include:
. The failure of addressable controllers contained in the cable television
system headends could disrupt the delivery of services to customers and could
necessitate crediting customers for failure to receive services;
. Customer service networks and/or automated voice response systems failure
could prevent access to customer account information, hamper installation
scheduling and disable the processing of pay-per-view requests;
18
<PAGE>
. Billing system failure could result in a loss of customer records which could
disrupt the ability to bill customers for a protracted period; and
. Advertising insertion equipment failure could impede or prevent the insertion
of advertising spots resulting in loss of advertising revenues.
The financial impact of any or all of the above worst-case scenarios has not
been and cannot be estimated by us due to the numerous uncertainties and
variables associated with such scenarios.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Our revolving credit and term loan agreements bear interest at floating
rates. Accordingly, we are exposed to potential losses related to changes in
interest rates. We do not enter into derivatives or other financial instruments
for trading or speculative purposes; however, in order to manage our exposure to
interest rate risk, we enter into derivative financial instruments, typically
interest rate swaps and collars. The counterparties to our swap and collar
agreements are major financial institutions. As of June 30, 1999, our interest
rate swap and collar agreements expire in varying amounts through 2002.
The fair market value of our long-term debt approximates its carrying value
as it bears interest at floating rates of interest. As of June 30, 1999, the
estimated fair value of our interest rate swap and collar agreements was
approximately $3.0 million, which amount represents the amount required to enter
into offsetting contracts with similar remaining maturities based on quoted
market prices.
As of June 30, 1999, we had hedged approximately $266 million, or 44%, of
our borrowings under our Insight credit facility and Insight Indiana credit
facility. Accordingly, a hypothetical 100 basis point increase in interest rates
along the entire interest rate yield curve would increase our annual interest
expense by approximately $4.3 million.
19
<PAGE>
PART II
OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds
Recent Sales of Unregistered Securities
In connection with its conversion to corporate form, Insight Communications
Company, Inc. issued on July 26, 1999: (i) 22,707,180 shares of its Class A
common stock, par value $0.01 per share, to certain limited partners of Insight
Communications Company, L.P. and (ii) 10,226,050 shares of its Class B common
stock, par value $0.01 per share to certain limited partners of Insight
Communications Company, L.P. who are also members of Insight's management and
certain permitted transferees as defined in Insight's certificate of
incorporation. All of such persons are accredited investors as defined by Rule
501 under the Securities Act of 1933.
Simultaneously with its conversion to corporate form on July 26, 1999, Insight
Communications Company, Inc. granted stock options to certain of its employees
to purchase an aggregate of 500,000 shares of Class A common stock and 2,250,000
shares of Class B common stock.
The offer and sale of the Class A common stock and Class B common stock to the
limited partners of Insight Communications Company, L.P. were not registered
under the Securities Act of 1933 because the offer and sale were made in
reliance on the exemption provided by Section 4(2) of the Securities Act of 1933
and Rule 506 thereunder for transactions by an issuer not involving a public
offering. The grant of the stock options was not registered under the Securities
Act of 1933 because the stock options either did not involve an offer or sale
for purposes of Section 2(a)(3) of the Securities Act of 1933, in reliance on
the fact that the stock options were granted for no consideration, or were
offered and sold in transactions not involving a public offering, exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) and in
compliance with Rule 506 thereunder.
Use of Proceeds
The effective date of Insight's registration statements, filed on Form S-1
under the Securities Act of 1933 (File Nos. 333-78293 and 333-83323) relating to
Insight's initial public offering of Class A common stock, was July 20, 1999. A
total of 26,450,000 shares of Insight's Class A common stock were registered and
sold. The managing underwriters for the public offering were Donaldson, Lufkin &
Jenrette Securities Corporation, Morgan Stanley & Co. Incorporated, CIBC World
Markets Corp., Deutsche Bank Securities Inc. and DLJdirect Inc.
The offering commenced on July 21, 1999 and was completed on July 26, 1999.
The aggregate offering price was $648.0 million. Insight incurred approximately
$40.7 million of underwriting discounts and expenses in connection with the
offering. The net proceeds to Insight totaled $607.3 million. These proceeds
will be primarily used to repay senior indebtedness and to finance the Kentucky
acquisition.
20
<PAGE>
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
21
<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.
INSIGHT COMMUNICATIONS COMPANY, INC.
Date: September 2, 1999 By: /s/ Michael S. Willner
----------------------------
Michael S. Willner
President, Chief Executive Officer and Director
By: /s/ Kim D. Kelly
----------------------
Kim D. Kelly
Executive VP, Chief Financial & Operating Officer,
Secretary and Director
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Registrant Company
Consolidated Balance Sheet (Unaudited) for June 30, 1999 and Consolidated
Statement of Operations (Unaudited) for the Six Months ended June 30, 1999 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 13,497
<SECURITIES> 0
<RECEIVABLES> 5,784
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 24,233
<PP&E> 241,623
<DEPRECIATION> 68,390
<TOTAL-ASSETS> 675,128
<CURRENT-LIABILITIES> 38,245
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 35,720
<TOTAL-LIABILITY-AND-EQUITY> 675,128
<SALES> 91,783
<TOTAL-REVENUES> 91,783
<CGS> 25,861
<TOTAL-COSTS> 46,713
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,574
<INCOME-PRETAX> (7,675)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,675)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,675)
<EPS-BASIC> (0.82)
<EPS-DILUTED> (0.82)
</TABLE>
