SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-14508
Enstar Income Program II-1, L.P.
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(Exact name of Registrant as specified in its charter)
Georgia 58-1628877
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
10900 Wilshire Boulevard - 15th Floor
Los Angeles, California 90024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (310) 824-9990
including area code: ------------------------------------
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Former name, former address and former fiscal year, if changed since last
report.
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 _____
PART I - FINANCIAL INFORMATION
ENSTAR INCOME PROGRAM II-1, L.P.
CONDENSED BALANCE SHEETS
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December 31, March 31,
1998* 1999
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(Unaudited)
ASSETS:
Cash and cash equivalents $ 1,990,700 $ 2,208,300
Accounts receivable, less allowance of $5,100 and
$6,400 for possible losses 59,800 28,000
Prepaid expenses and other assets 328,100 438,100
Property, plant and equipment, less accumulated
depreciation and amortization of $2,924,000 and $3,042,100 4,110,300 3,999,400
Franchise cost, net of accumulated
amortization of $37,000 and $39,600 61,300 58,700
Deferred charges, net 5,500 4,000
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$ 6,555,700 $ 6,736,500
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LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
Accounts payable $ 283,300 $ 231,200
Due to affiliates 269,900 393,500
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TOTAL LIABILITIES 553,200 624,700
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COMMITMENTS AND CONTINGENCIES
PARTNERSHIP CAPITAL (DEFICIT):
General partners (13,900) (12,800)
Limited partners 6,016,400 6,124,600
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TOTAL PARTNERSHIP CAPITAL 6,002,500 6,111,800
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$ 6,555,700 $ 6,736,500
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*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
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ENSTAR INCOME PROGRAM II-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
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Unaudited
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Three months ended
March 31,
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1998 1999
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REVENUES $ 769,700 $ 776,600
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OPERATING EXPENSES:
Service costs 229,600 262,600
General and administrative expenses 90,800 89,300
General Partner management fees
and reimbursed expenses 121,200 116,100
Depreciation and amortization 108,400 122,200
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550,000 590,200
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OPERATING INCOME 219,700 186,400
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OTHER INCOME (EXPENSE):
Interest income 20,300 21,700
Interest expense (3,300) (4,300)
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17,000 17,400
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NET INCOME $ 236,700 $ 203,800
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Net income allocated to General Partners $ 2,400 $ 2,000
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Net income allocated to Limited Partners $ 234,300 $ 201,800
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NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 7.83 $ 6.74
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AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,936 29,936
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See accompanying notes to condensed financial statements.
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ENSTAR INCOME PROGRAM II-1, L.P.
STATEMENTS OF CASH FLOWS
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Unaudited
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Three months ended
March 31,
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1998 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 236,700 $ 203,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 108,400 122,200
Increase (decrease) from changes in:
Accounts receivable, prepaid expenses and other assets 17,000 (78,200)
Accounts payable and due to affiliates (177,600) 71,500
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Net cash provided by operating activities 184,500 319,300
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (218,600) (7,200)
Increase in intangible assets (4,200) -
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Net cash used in investing activities (222,800) (7,200)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (94,500) (94,500)
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INCREASE (DECREASE) IN CASH (132,800) 217,600
CASH AT BEGINNING OF PERIOD 1,778,300 1,990,700
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CASH AT END OF PERIOD $ 1,645,500 $ 2,208,300
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See accompanying notes to condensed financial statements.
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ENSTAR INCOME PROGRAM II-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
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1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for the three
months ended March 31, 1999 and 1998 are unaudited. These condensed interim
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Partnership's latest Annual
Report on Form 10-K. In the opinion of management, such statements reflect
all adjustments (consisting only of normal recurring adjustments) necessary
for a fair presentation of the results of such periods. The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of results for the entire year.
2. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES
The Partnership has a management and service agreement with a wholly
owned subsidiary of the Corporate General Partner (the "Manager") for a
monthly management fee of 5% of revenues, excluding revenues from the sale of
cable television systems or franchises. Management fee expense approximated
$38,800 for the three months ended March 31, 1999.
In addition to the monthly management fee described above, the
Partnership reimburses the Manager for direct expenses incurred on behalf of
the Partnership and for the Partnership's allocable share of operational
costs associated with services provided by the Manager. All cable television
properties managed by the Corporate General Partner and its subsidiary are
charged a proportionate share of these expenses. The Corporate General
Partner has contracted with Falcon Communications, L.P. ("FCLP"), successor
to Falcon Holding Group, L.P. ("FHGLP"), an affiliated partnership, to
provide corporate management services for the Partnership. Corporate office
allocations and district office expenses are charged to the properties served
based primarily on the respective percentage of basic subscribers or homes
passed (dwelling units within a system) within the designated service areas.
The total amount charged to the Partnership for these services approximated
$77,300 for the three months ended March 31, 1999. Management fees and
reimbursed expenses due the Corporate General Partner are non-interest
bearing.
Substantially all programming services have been purchased through
FCLP. FCLP, in the normal course of business, purchases cable programming
services from certain program suppliers owned in whole or in part by
affiliates of an entity that became a general partner of FCLP on September
30, 1998. Such purchases of programming services are made on behalf of the
Partnership and the other partnerships managed by the Corporate General
Partner as well as for FCLP's own cable television operations. FCLP charges
the Partnership for these services based on an estimate of what the Corporate
General Partner could negotiate for such programming services for the 15
partnerships managed by the Corporate General Partner as a group. The
Partnership recorded programming fee expense of $184,400 for the three months
ended March 31, 1999. Programming fees are included in service costs in the
statements of operations.
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ENSTAR INCOME PROGRAM II-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
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3. EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST
Earnings and losses per unit of limited partnership interest is based
on the average number of units outstanding during the periods presented. For
this purpose, earnings and losses have been allocated 99% to the Limited
Partners and 1% to the General Partners. The General Partners do not own
units of partnership interest in the Partnership, but rather hold a
participation interest in the income, losses and distributions of the
Partnership.
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ENSTAR INCOME PROGRAM II-1, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act") required the Federal Communications Commission ("FCC")
to, among other things, implement extensive regulation of the rates charged
by cable television systems for basic and programming service tiers,
installation, and customer premises equipment leasing. Compliance with those
rate regulations has had a negative impact on the Partnership's revenues and
cash flow. The Telecommunications Act of 1996 (the "1996 Telecom Act")
substantially changed the competitive and regulatory environment for cable
television and telecommunications service providers. Among other changes, the
1996 Telecom Act ended the regulation of cable programming service tier rates
on March 31, 1999. There can be no assurance as to what, if any, further
action may be taken by the FCC, Congress or any other regulatory authority or
court, or the effect thereof on the Partnership's business. Accordingly, the
Partnership's historical financial results as described below are not
necessarily indicative of future performance.
This Report includes certain forward-looking statements regarding,
among other things, future results of operations, regulatory requirements,
competition, capital needs and general business conditions applicable to the
Partnership. Such forward looking statements involve risks and uncertainties
including, without limitation, the uncertainty of legislative and regulatory
changes and the rapid developments in the competitive environment facing
cable television operators such as the Partnership. In addition to the
information provided herein, reference is made to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1998 for additional
information regarding such matters and the effect thereof on the
Partnership's business.
RESULTS OF OPERATIONS
The Partnership's revenues increased from $769,700 to $776,600, or by
1.0%, for the three months ended March 31, 1999, as compared to the
corresponding period in 1998. Of the $6,900 increase, $8,700 was due to other
revenue producing items, including charges for franchise fees that the
Partnership is permitted to pass through to its customers. The increase was
partially offset by a $1,800 decrease due to decreases in the number of
subscriptions for basic, tier and equipment rental services. As of March 31,
1999, the Partnership had approximately 7,100 basic subscribers and 1,600
premium service units.
Service costs increased from $229,600 to $262,600, or by 14.4%, for
the three months ended March 31, 1999, as compared to the corresponding
period in 1998. Service costs represent costs directly attributable to
providing cable services to customers. The increase was primarily due to
increases in franchise and programming fees. Franchise fees increased due to
a non-recurring adjustment in the first quarter of 1999 related to a payment
that was greater than the estimates previously recorded. Programming expense
increased primarily due to increases in rates charged by program suppliers.
General and administrative expenses decreased from $90,800 to
$89,300, or by 1.7%, for the three months ended March 31, 1999, as compared
to the corresponding period in 1998. The decrease was primarily due to
decreases in professional fees, including audit fees, and bad debt expense.
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ENSTAR INCOME PROGRAM II-1, L.P.
RESULTS OF OPERATIONS (CONTINUED)
Management fees and reimbursed expenses decreased from $121,200 to
$116,100, or by 4.2%, for the three months ended March 31, 1999, as compared
to the corresponding period in 1998. Management fees increased in direct
relation to increased revenues as described above. Reimbursed expenses
decreased primarily due to lower allocated personnel costs resulting from
staff reductions.
Depreciation and amortization expense increased from $108,400 to
$122,200, or by 12.7%, for the three months ended March 31, 1999, as compared
to the corresponding period in 1998, primarily due to the rebuild of the
Partnership's plant in Taylorville, Illinois. Depreciation expense increased
as portions of the system rebuild were placed into service following the
first three months of 1998.
Operating income decreased from $219,700 to $186,400, or by 15.2%,
for the three months ended March 31, 1999, as compared to the equivalent
period in 1998, primarily due to increases in depreciation expense and
franchise and programming fees as described above.
Interest income, net of interest expense, increased from $17,000 to
$17,400, or by 2.4%, for the three months ended March 31, 1999, as compared
to the corresponding period in 1998. The increase was primarily due to higher
average cash balances available for investment.
Due to the factors described above, the Partnership's net income
decreased from $236,700 to $203,800, or by 13.9%, for the three months ended
March 31, 1999, as compared to the corresponding period in 1998.
Based on its experience in the cable television industry, the
Partnership believes that operating income before depreciation and
amortization ("EBITDA") and related measures of cash flow serve as important
financial analysis tools for measuring and comparing cable television
companies in several areas, such as liquidity, operating performance and
leverage. EBITDA is not a measurement determined under generally accepted
accounting principles ("GAAP") and does not represent cash generated from
operating activities in accordance with GAAP. EBITDA should not be considered
by the reader as an alternative to net income as an indicator of financial
performance or as an alternative to cash flows as a measure of liquidity. In
addition, the definition of EBITDA may not be identical to similarly titled
measures used by other companies. EBITDA as a percentage of revenues
decreased from 42.6% to 39.7% during the three months ended March 31, 1999,
as compared to the corresponding period in 1998. The decrease was primarily
caused by higher franchise and programming fees as described above. EBITDA
decreased from $328,100 to $308,600, or by 5.9%, as a result.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary objective, having invested its net offering
proceeds in cable systems, is to distribute to its partners all available
cash flow from operations and proceeds from the sale of cable systems, if
any, after providing for expenses and capital requirements relating to the
expansion, improvement and upgrade of its cable systems.
Based on its belief that the market for cable systems has generally
improved, the Corporate General Partner is evaluating strategies for
liquidating the Partnership. These strategies include the potential sale of
substantially all of the Partnership's assets to third parties and/or
affiliates of the
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ENSTAR INCOME PROGRAM II-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Corporate General Partner, and the subsequent liquidation of the Partnership.
The Corporate General Partner expects to complete its evaluation within the
next several months and intends to advise unitholders promptly if it believes
that commencing a liquidating transaction would be in the best interests of
unitholders.
At December 31, 1998, the Partnership had no debt outstanding. The
Partnership relies upon cash flow from operations to meet operating
requirements and fund necessary capital expenditures. Although the
Partnership currently has a significant cash balance, there can be no
assurance that the Partnership's cash flow will be adequate to meet its
future liquidity requirements. The Partnership is required to rebuild its
Taylorville, Illinois cable system at an estimated total cost of $2,640,700
under a provision of its franchise agreement and is also rebuilding portions
of its cable systems in surrounding communities at an estimated additional
cost of approximately $691,900. Rebuild construction costs amounted to
approximately $3,177,000 from inception to December 31, 1998. The Partnership
has budgeted expenditures of approximately $300,000 in 1999 to complete the
rebuild. The Partnership is required to upgrade its system in the community
of Gillespie, Illinois under a provision of its franchise agreement.
Expenditures for a digital upgrade, scheduled for 1999, are projected to
total approximately $96,000. The Partnership expects to complete the project
by the required deadline of December 31, 1999. Additionally, the Partnership
is planning to upgrade its cable system in Litchfield, Illinois at an
estimated cost of approximately $1,100,000 provided a franchise renewal is
obtained. Although the franchise agreement is still under negotiation, the
Partnership anticipates that the agreement will require completion of the
upgrade within 24 to 36 months. Other capital expenditures budgeted for 1999
total approximately $327,000 for the improvement and upgrade of other assets.
Capital expenditures approximated $7,200 in the first three months of 1999.
As a result of these planned capital expenditures, the Partnership intends,
if possible, to maintain cash reserves. In the future, the Partnership may
also need to borrow.
On September 30, 1997, Enstar Finance Company, LLC ("EFC"), a
subsidiary of the Corporate General Partner, obtained a secured bank facility
of $35 million from two agent banks in order to obtain funds that would in
turn be advanced to the Partnership and certain of the other partnerships
managed by the Corporate General Partner. The Partnership's maximum loan
commitment is approximately $799,600, which it will become eligible to borrow
at such time as the Partnership enters into a loan agreement with EFC. The
partnership agreement requires borrowings from an affiliate to be repaid
within 12 months. Such funds would be used to provide capital to fund future
rebuild and upgrade requirements.
Borrowings, if any, will bear interest at the lender's base rate
(7.75% at March 31, 1999) plus 0.625%, or at an offshore rate plus 1.875%.
The Partnership will be permitted to prepay amounts outstanding under the
facility at any time without penalty, and will be able to reborrow throughout
the term of the facility up to the maximum commitment then available so long
as no event of default exists.
The facility will contain certain financial tests and other covenants
including, among others, restrictions on incurrence of indebtedness,
investments, sale of assets, acquisitions and other covenants, defaults and
conditions. The facility will not restrict the payment of distributions to
partners unless an event of default exists thereunder.
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ENSTAR INCOME PROGRAM II-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Partnership paid distributions totaling $94,500 during the
quarter ended March 31, 1999, and expects to continue to pay distributions at
this level during 1999. There can, however, be no assurances regarding the
level, timing or continuation of future distributions.
Beginning in August 1997, the Corporate General Partner elected to
self-insure the Partnership's cable distribution plant and subscriber
connections against property damage as well as possible business
interruptions caused by such damage. The decision to self-insure was made due
to significant increases in the cost of insurance coverage and decreases in
the amount of insurance coverage available.
In October 1998, FCLP reinstated third party insurance coverage for
all of the cable television properties owned or managed by FCLP to cover
damage to cable distribution plant and subscriber connections and against
business interruptions resulting from such damage. This coverage is subject
to a significant annual deductible which applies to all of the cable
television properties owned or managed by FCLP.
All of the Partnership's subscribers are served by its system in
Taylorville, Illinois and neighboring communities. Significant damage to the
system due to seasonal weather conditions or other events could have a
material adverse effect on the Partnership's liquidity and cash flows. The
Partnership continues to purchase insurance coverage in amounts its
management views as appropriate for all other property, liability,
automobile, workers' compensation and other types of insurable risks.
During the first quarter of 1999, FCLP, on behalf of the Corporate
General Partner, continued its identification and evaluation of the
Partnership's Year 2000 business risks and its exposure to computer systems,
to operating equipment which is date sensitive and to the interface systems
of its vendors and service providers. The evaluation has focused on
identification and assessment of systems and equipment that may fail to
distinguish between the year 1900 and the year 2000 and, as a result, may
cease to operate or may operate improperly when dates after December 31, 1999
are introduced.
Based on a study conducted in 1997, FCLP concluded that certain of
the Partnership's information systems were not Year 2000 compliant and
elected to replace such software and hardware with applications and equipment
certified by the vendors as Year 2000 compliant. FCLP installed the new
systems in the first quarter of 1999. The total anticipated cost, including
replacement software and hardware, will be borne by FCLP. FCLP is continuing
to utilize internal and external resources to extend the functionality of the
new systems. FCLP does not believe that any other significant information
technology projects affecting the Partnership have been delayed due to
efforts to identify and address Year 2000 issues.
Additionally, FCLP has continued to inventory the Partnership's
operating and revenue generating equipment to identify items that need to be
upgraded or replaced and has surveyed cable equipment manufacturers to
determine which of their models require upgrade or replacement to become Year
2000 compliant. Identification and evaluation, while ongoing, are
substantially completed and a plan has been developed to remediate
non-compliant equipment prior to January 1, 2000. Upgrade or replacement,
testing and implementation will be performed over the remaining months of
1999. The cost of such replacement or remediation, currently estimated at
$82,900, is not expected to have a material effect on the Partnership's
financial position or results of operations. The
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ENSTAR INCOME PROGRAM II-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Partnership had not incurred any costs related to the Year 2000 project as of
March 31, 1999. FCLP plans to inventory, assess, replace and test equipment
with embedded computer chips in a separate segment of its project, presently
scheduled for the second half of 1999.
FCLP has continued to survey the Partnership's significant third
party vendors and service suppliers to determine the extent to which the
Partnership's interface systems are vulnerable should those third parties
fail to solve their own Year 2000 problems on a timely basis. Approximately
80% of the Partnership's most critical equipment vendors have responded to
the surveys regarding the Year 2000 compliance of their products. Additional
compliance information has been obtained for specific products from vendor
Web sites. Among the most significant service providers upon which the
Partnership relies are programming suppliers, power and telephone companies,
various banking institutions and the Partnership's customer billing service.
A majority of these service suppliers either have not responded to FCLP's
inquiries regarding their Year 2000 compliance programs or have responded
that they are unsure if they will become compliant on a timely basis.
Consequently, there can be no assurance that the systems of other companies
on which the Partnership must rely will be Year 2000 compliant on a timely
basis.
FCLP is developing a contingency plan in 1999 to address possible
situations in which various systems of the Partnership, or of third parties
with which the Partnership does business, are not compliant prior to January
1, 2000. Considerable effort has been directed toward distinguishing between
those contingencies with a greater probability of occurring from those whose
occurrence is considered remote. Moreover, such a plan has focused on systems
whose failure poses a material risk to the Partnership's results of
operations and financial condition.
The Partnership's most significant Year 2000 risk is an interruption
of service to subscribers, resulting in a potentially material loss of
revenues. Other risks include impairment of the Partnership's ability to bill
and/or collect payment from its customers, which could negatively impact its
liquidity and cash flows. Such risks exist primarily due to technological
operations dependent upon third parties and to a much lesser extent to those
under the control of the Partnership. Failure to achieve Year 2000 readiness
in either area could have a material adverse impact on the Partnership. The
Partnership is unable to estimate the possible effect on its results of
operations, liquidity and financial condition should its significant service
suppliers fail to complete their readiness programs prior to the Year 2000.
Depending on the supplier, equipment malfunction or type of service provided,
as well as the location and duration of the problem, the effect could be
material. For example, if a cable programming supplier encounters an
interruption of its signal due to a Year 2000 satellite malfunction, the
Partnership will be unable to provide the signal to its cable subscribers,
which could result in a loss of revenues, although the Partnership would
attempt to provide its customers with alternative program services for the
period during which it could not provide the original signal. Due to the
number of individually owned and operated channels the Partnership carries
for its subscribers, and the packaging of those channels, the Partnership is
unable to estimate any reasonable dollar impact of such interruption.
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
Cash provided by operating activities increased by $134,800 for the
three months ended March 31, 1999 as compared with the corresponding period
in 1998. The Partnership used $249,100 less cash
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ENSTAR INCOME PROGRAM II-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
to pay liabilities owed to the Corporate General Partner and third party
creditors during the three months ended March 31, 1999 than in the first
three months of 1998 due to differences in the timing of payments.
Receivables and prepaid expenses used $95,200 more cash in the three months
ended March 31, 1999 due to timing differences in receivable collections and
in the payment of prepaid expenses.
The Partnership used $215,600 less cash in investing activities in
the three months ended March 31, 1999 than in the corresponding three months
of 1998 due to a decrease in expenditures for tangible assets.
INFLATION
Certain of the Partnership's expenses, such as those for wages and
benefits, equipment repair and replacement, and billing and marketing
generally increase with inflation. However, the Partnership does not believe
that its financial results have been, or will be, adversely affected by
inflation in a material way, provided that the Partnership is able to
increase its service rates periodically, of which there can be no assurance.
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ENSTAR INCOME PROGRAM II-1, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) None.
(b) No reports on Form 8-K were filed during the
quarter for which this report is filed.
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.
ENSTAR INCOME PROGRAM II-1, L.P.
a GEORGIA LIMITED PARTNERSHIP
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(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: May 14, 1999 By: /s/ Michael K. Menerey
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Michael K. Menerey,
Executive Vice President,
Chief Financial Officer and
Secretary