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 June 30, 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 0-16789
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Enstar Income/Growth Program Five-B, L.P.
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(Exact name of Registrant as specified in its charter)
Georgia 58-1713008
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification 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, including area code: (310) 824-9990
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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
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PART I - FINANCIAL INFORMATION
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
CONDENSED BALANCE SHEETS
December 31, June 30,
1998* 1999
----------- ----------
(Unaudited)
ASSETS:
Cash $ 200 $ 1,300
Equity in net assets of Joint Venture 4,466,400 4,492,800
---------- ----------
$4,466,600 $4,494,100
========== ==========
LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
Accounts payable $ 6,700 $ 4,200
Due to affiliates 2,200 400
----------- ----------
8,900 4,600
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PARTNERSHIP CAPITAL (DEFICIT):
General partners (79,400) (79,100)
Limited partners 4,537,100 4,568,600
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TOTAL PARTNERSHIP CAPITAL 4,457,700 4,489,500
----------- ----------
$4,466,600 $4,494,100
=========== ==========
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
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Three months ended
June 30,
-------------------------
1998 1999
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OPERATING EXPENSES:
General and administrative expenses $ (6,300) $(14,000)
-------- --------
LOSS BEFORE EQUITY IN NET INCOME
OF JOINT VENTURE (6,300) (14,000)
EQUITY IN NET INCOME OF JOINT VENTURE 123,600 45,400
-------- --------
NET INCOME $117,300 31,400
======== ========
Net income allocated to General Partners $ 1,200 $ 300
======== ========
Net income allocated to Limited Partners $116,100 $ 31,100
======== ========
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 1.94 $ 0.52
======== ========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 59,830 59,830
======== ========
See accompanying notes to condensed financial statements.
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
----------------------------
Six months ended
June 30,
----------------------------
1998 1999
----------- ----------
OPERATING EXPENSES:
General and administrative expenses $(11,300) $(26,600)
-------- --------
LOSS BEFORE EQUITY IN NET INCOME
OF JOINT VENTURE (11,300) (26,600)
EQUITY IN NET INCOME OF JOINT VENTURE 136,100 58,400
-------- ---------
NET INCOME $124,800 31,800
======== =========
Net income allocated to General Partners $ 1,200 $ 300
======== =========
Net income allocated to Limited Partners $123,600 $ 31,500
======== =========
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 2.07 $ 0.53
======== =========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 59,830 59,830
======== =========
See accompanying notes to condensed financial statements.
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
STATEMENTS OF CASH FLOWS
Unaudited
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Six months ended
June 30,
---------------------------
1998 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 124,800 $ 31,800
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in net income of Joint Venture (136,100) (58,400)
Decrease from changes in:
Accounts payable and due to affiliates (4,300) (4,300)
--------- ---------
Net cash used in operating activities (15,600) (30,900)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from Joint Venture 13,000 32,000
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INCREASE (DECREASE) IN CASH (2,600) 1,100
CASH AT BEGINNING OF PERIOD 3,400 200
--------- ---------
CASH AT END OF PERIOD $ 800 $ 1,300
========= =========
See accompanying notes to condensed financial statements.
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for the three
and six months ended June 30, 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 and six months ended June 30, 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 (the
"Agreement") with a wholly owned subsidiary of the Corporate General Partner
(the "Manager") pursuant to which it pays a monthly management fee of 5% of
gross revenues. The Agreement also provides that the Partnership will reimburse
the Manager for (i) direct expenses incurred on behalf of the Partnership and
(ii) the Partnership's allocable share of the Manager's operational costs. 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 and
Enstar Cable of Cumberland Valley, a Georgia general partnership of which the
Partnership is co-general partner (the "Joint Venture"). Corporate office
allocations and district office expenses are charged to the properties served
based primarily on the respective percentage of basic subscribers within the
designated service areas. No such costs and expenses were incurred or charged to
the Partnership for these services during the three and six months ended June
30, 1999. The Manager has entered into an identical agreement with the Joint
Venture, except that the Joint Venture pays the Manager only a 4% management
fee. However, the Joint Venture is required to distribute to Enstar
Communications Corporation (which is the Corporate General Partner of the Joint
Venture as well as of the Partnership) an amount equal to 1% of the Joint
Venture's gross revenues in respect of Enstar Communications Corporation's
interest as the Corporate General Partner of the Joint Venture. No management
fee is payable to the Manager by the Partnership in respect of any amounts
received by the Partnership from the Joint Venture, and there is no duplication
of reimbursed expenses and costs of the Manager. The Joint Venture paid the
Manager management fees of approximately $67,400 and $135,900 and reimbursement
of expenses of approximately $65,000 and $128,500 under its management agreement
for the three and six months ended June 30, 1999. In addition, the Joint Venture
paid the Corporate General Partner approximately $16,900 and $34,000 in respect
of its 1% special interest during the three and six months ended June 30, 1999.
Management fees and reimbursed expenses due the Corporate General Partner are
non-interest bearing.
The Joint Venture also receives certain system operating management
services from affiliates of the Corporate General Partner in addition to the
Manager, due to the fact that there are no employees directly employed by the
Joint Venture. The Joint Venture reimburses the affiliates for the Joint
Venture's allocable share of the affiliates' operational costs. The total amount
charged to the Joint Venture for these costs approximated $212,200 and $405,000
for the three and six months ended June
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
2. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (CONTINUED)
30, 1999. No management fee is payable to the affiliates by the Joint Venture
and there is no duplication of reimbursed expenses and costs paid to the
Manager.
Substantially all programming services have been purchased through
FCLP. FCLP, in the normal course of business, purchases cable programming
services from certain affiliated program suppliers. Such purchases of
programming services are made on behalf of the Joint Venture and the other
partnerships managed by the Corporate General Partner as well as for FCLP's own
cable television operations. FCLP charges the Joint Venture 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 Joint Venture recorded programming fee expense
of $353,000 and $694,300 for the three and six months ended June 30, 1999.
Programming fees are included in service costs in the statements of operations.
In the normal course of business, the Joint Venture pays interest and
principal to Enstar Finance Company, LLC ("EFC"), its primary lender and an
affiliate of the Corporate General Partner.
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/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
4. EQUITY IN NET ASSETS OF JOINT VENTURE
The Partnership and an affiliated partnership (Enstar Income/Growth
Program Five-A, L.P.) each own 50% of the Joint Venture. Each of the co-partners
share equally in the profits and losses of the Joint Venture. The investment in
the Joint Venture is accounted for on the equity method. Summarized financial
information for the Joint Venture as of June 30, 1999 and December 31, 1998 and
the results of its operations for the three and six months ended June 30, 1999
and 1998 have been included. The results of operations for the three and six
months ended June 30, 1999 are not necessarily indicative of results for the
entire year.
December 31, June 30,
1998* 1999
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(Unaudited)
Current assets $ 878,500 $ 2,010,900
Investment in cable television properties, net 10,253,100 9,488,800
Other assets 98,200 73,700
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$ 11,229,800 $ 11,573,400
============ ============
Current liabilities $ 1,297,000 $ 1,587,800
Long-term debt 1,000,000 1,000,000
Venturers' capital 8,932,800 8,985,600
------------ ------------
$ 11,229,800 $ 11,573,400
============ ============
*As presented in the audited financial statements.
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
4. EQUITY IN NET ASSETS OF JOINT VENTURE (CONTINUED)
Unaudited
----------------------------
Three months ended
June 30,
----------------------------
1998 1999
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REVENUES $ 1,782,900 $ 1,687,800
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OPERATING EXPENSES:
Service costs 571,000 708,300
General and administrative expenses 214,500 257,700
General Partner management fees
and reimbursed expenses 165,200 149,300
Depreciation and amortization 527,200 447,200
------------ ------------
1,477,900 1,562,500
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OPERATING INCOME 305,000 125,300
OTHER INCOME (EXPENSE):
Interest income 16,400 10,000
Interest expense (74,100) (44,400)
------------ ------------
NET INCOME $ 247,300 $ 90,900
============ ============
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
4. EQUITY IN NET ASSETS OF JOINT VENTURE (CONTINUED)
Unaudited
----------------------------
Six months ended
June 30,
----------------------------
1998 1999
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REVENUES $ 3,559,300 $ 3,398,900
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OPERATING EXPENSES:
Service costs 1,130,200 1,420,900
General and administrative expenses 442,200 541,800
General Partner management fees
and reimbursed expenses 323,300 298,400
Depreciation and amortization 1,057,400 937,900
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2,953,100 3,199,000
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OPERATING INCOME 606,200 199,900
OTHER INCOME (EXPENSE):
Interest income 29,600 16,700
Interest expense (148,000) (99,800)
Casualty loss (215,600) -
------------ ------------
NET INCOME $ 272,200 $ 116,800
============ ============
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, 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 Joint Venture'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 Joint Venture's business. Accordingly,
the Joint Venture'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.
All of the Partnership's cable television business operations are
conducted through its participation as a partner with a 50% interest in the
Joint Venture. The Partnership participates equally with its affiliated
partner (Enstar Income/Growth Program Five-A, L.P.) under the Joint Venture
Agreement with respect to capital contributions, obligations and commitments,
and results of operations. Accordingly, in considering the financial
condition and results of operations of the Partnership, consideration must
also be made of those matters as they relate to the Joint Venture. The
following discussion reflects such consideration and provides a separate
discussion for each entity.
RESULTS OF OPERATIONS
THE PARTNERSHIP
All of the Partnership's cable television business operations, which
began in January 1988, are conducted through its participation as a partner
in the Joint Venture. The Joint Venture distributed an aggregate of $20,000
and $32,000 to the Partnership, representing the Partnership's pro rata share
of the cash flow distributed from the Joint Venture's operations during the
three and six months ended June 30, 1999. The Partnership did not pay
distributions to its partners during the three and six months ended June 30,
1999.
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
RESULTS OF OPERATIONS (CONTINUED)
THE JOINT VENTURE
The Joint Venture's revenues decreased from $1,782,900 to
$1,687,800, or by 5.3%, and from $3,559,300 to $3,398,900, or by 4.5%, for
the three and six months ended June 30, 1999 as compared to the corresponding
periods in 1998. Of the $95,100 decrease in revenues for the three months
ended June 30, 1999, $94,600 was due to decreases in the number of
subscriptions for basic, premium, tier and equipment rental services and
$19,100 was due to decreases in other revenue producing items. The decrease
was partially offset by an $18,600 increase due to increases in regulated
service rates that were implemented by the Joint Venture in June 1999. Of the
$160,400 decrease in revenues for the six months ended June 30, 1999,
$150,900 was due to decreases in the number of subscriptions for basic,
premium, tier and equipment rental services and $28,100 was due to decreases
in other revenue producing items. The decrease was partially offset by an
$18,600 increase due to increases in regulated service rates as described
above. As of June 30, 1999, the Joint Venture had approximately 15,800 basic
subscribers and 2,700 premium service units.
Service costs increased from $571,000 to $708,300, or by 24.0%, and
from $1,130,200 to $1,420,900, or by 25.7%, for the three and six months
ended June 30, 1999 as compared to the corresponding periods in 1998. Service
costs represent costs directly attributable to providing cable services to
customers. The increase was primarily due to decreases in capitalization of
labor and overhead costs in the quarter and six months ended June 30, 1999 as
compared with the corresponding periods in 1998 when the Joint Venture
replaced portions of its Kentucky system which sustained storm damage in
February 1998. The increases were also due to higher allocated personnel
costs resulting from staff additions by affiliates and due to higher property
tax assessments.
General and administrative expenses increased from $214,500 to
$257,700, or by 20.1%, and from $442,200 to $541,800, or by 22.5%, for the
three and six months ended June 30, 1999 as compared to the corresponding
periods in 1998, primarily due to increases in insurance premiums, allocated
personnel costs charged by affiliates and system operating management
expenses allocated by affiliates of the Joint Venture.
Management fees and reimbursed expenses decreased from $165,200 to
$149,300, or by 9.6%, and from $323,300 to $298,400, or by 7.7%, for the
three and six months ended June 30, 1999 as compared to the corresponding
periods in 1998. Management fees decreased in direct relation to decreased
revenues as described above. Reimbursed expenses decreased as a result of
reduced personnel costs allocated by the Corporate General Partner.
Depreciation and amortization expense decreased from $527,200 to
$447,200, or by 15.2%, and from $1,057,400 to $937,900, or by 11.3%, for the
three and six months ended June 30, 1999 as compared to the corresponding
periods in 1998, primarily due to the effect of certain tangible assets
becoming fully depreciated and certain intangible assets becoming fully
amortized.
Operating income decreased from $305,000 to $125,300, or by 58.9%,
and from $606,200 to $199,900, or by 67.0%, for the three and six months
ended June 30, 1999 as compared to the corresponding periods in 1998,
primarily due to decreases in revenues and capitalization of labor and
overhead costs and increases in insurance premiums as described above.
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
RESULTS OF OPERATIONS (CONTINUED)
Interest income decreased from $16,400 to $10,000, or by 39.0%, and
from $29,600 to $16,700, or by 43.6%, for the three and six months ended June
30, 1999 as compared to the corresponding periods in 1998, primarily due to
lower average cash balances available for investment.
Interest expense decreased from $74,100 to $44,400, or by 40.1%, and
from $148,000 to $99,800, or by 32.6%, for the three and six months ended
June 30, 1999 as compared to the corresponding periods in 1998, primarily due
to decreases in average borrowings.
The Joint Venture recognized a $215,600 casualty loss during the first
quarter of 1998 related to storm damage sustained in its Kentucky system.
Due to the factors described above, net income decreased from
$247,300 to $90,900, or by 63.2%, and from $272,200 to $116,800, or by 57.1%,
for the three and six months ended June 30, 1999 as compared to the
corresponding periods in 1998.
Based on its experience in the cable television industry, the Joint
Venture 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 46.7% to 33.9% and from 46.7% to 33.5% during the three and
six months ended June 30, 1999 as compared to the corresponding periods in
1998. The decrease was primarily due to decreases in revenues and
capitalization of labor and overhead costs as described above. EBITDA
decreased from $832,200 to $572,500, or by 31.2%, and from $1,663,600 to
$1,137,800, or by 31.6%, during the three and six months ended June 30, 1999
as compared to the corresponding periods in 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary objective, having invested its net
offering proceeds in the Joint Venture, is to distribute to its partners
distributions of cash flow received from the Joint Venture's operations and
proceeds from the sale of the Joint Venture's cable systems, if any, after
providing for expenses, debt service and capital requirements relating to the
expansion, improvement and upgrade of such cable systems.
Based on its belief that the market for cable systems has generally
improved, the Corporate General Partner has been evaluating strategies for
liquidating the Joint Venture and the Partnership. These strategies included
the potential sale of substantially all of the Joint Venture's assets to
third parties and/or affiliates of the Corporate General Partner, and the
subsequent liquidation of the Partnership. The Corporate General Partner
expected to complete its evaluation within the next several months and
intended to advise unitholders promptly if it believed that commencing a
liquidating transaction would be in the best interests of unitholders. On May
26, 1999, however, Charter Communications ("Charter") signed an agreement to
acquire all of the cable television assets of FCLP
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
and to acquire Enstar Communications Corporation, the Partnership's and Joint
Venture's Corporate General Partner. The Corporate General Partner and
Charter have decided to implement a strategy for liquidating the Partnership
that involves selling the Joint Venture's systems to third parties.
Accordingly, the Corporate General Partner will commence discussions with
cable brokers regarding the sale of the systems, although no assurance can be
given regarding the likelihood, if any, of receiving appropriate offers to
purchase the systems. Any such sale and corresponding liquidation is unlikely
to close before the sale of the Corporate General Partner to Charter.
Following the close of all pending transactions, Charter will serve
approximately 6.2 million customers and will be the nation's fourth largest
cable operator. Headquartered in St. Louis, Missouri, Charter was acquired by
Paul G. Allen in 1998. More information about Charter can be accessed on the
Internet at www.chartercom.com.
The Joint Venture relies upon the availability of cash generated
from operations and possible borrowings to fund its ongoing expenses, debt
service and capital requirements. The Joint Venture is required to upgrade
its system in Campbell County, Tennessee under a provision of its franchise
agreement. Upgrade expenditures are budgeted at a total estimated cost of
approximately $470,000. The upgrade began in 1998 and $82,800 had been
incurred as of June 30, 1999. The franchise agreement requires the project be
completed by October 2000. Additionally, the Joint Venture expects to upgrade
its systems in surrounding communities at a total estimated cost of
approximately $500,000 beginning in 2000. The Joint Venture is budgeted to
spend approximately $1,257,000 in 1999 for plant extensions, new equipment
and system upgrades, including its upgrades in Tennessee. Capital
expenditures were approximately $163,900 during the first six months of 1999.
The Partnership believes that cash generated by operations of the
Joint Venture, together with available cash and proceeds from borrowings,
will be adequate to fund capital expenditures, debt service and other
liquidity requirements in 1999 and beyond. As a result, the Joint Venture
intends to use its cash for such purposes.
The Joint Venture is party to a loan agreement with EFC. The loan
agreement provides for a revolving loan facility of $9,181,000 (the
"Facility"). Total outstanding borrowings under the Facility were $1,000,000
at June 30, 1999. The Joint Venture's management expects to increase
borrowings under the Facility in the future for system upgrades and other
liquidity requirements.
The Joint Venture's Facility matures on August 31, 2001, at which
time all amounts then outstanding are due in full. Borrowings bear interest
at the lender's base rate (7.75% at June 30, 1999) plus 0.625%, or at an
offshore rate plus 1.875%. Under certain circumstances, the Joint Venture is
required to make mandatory prepayments, which permanently reduce the maximum
commitment under the Facility. The Facility contains certain financial tests
and other covenants including, among others, restrictions on incurrence of
indebtedness, investments, sales of assets, acquisitions and other covenants,
defaults and conditions. The Partnership believes the Joint Venture was in
compliance with the covenants at June 30, 1999.
The Facility does not restrict the payment of distributions to
partners by the Partnership unless an event of default exists thereunder or
the Joint Venture's ratio of debt to cash flow is greater than 4 to 1. The
Partnership believes it is critical for the Joint Venture to conserve cash
and borrowing capacity
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
to fund its anticipated capital expenditures. Accordingly, the Joint Venture
does not anticipate an increase in distributions to the Partnership in order
to fund distributions to unitholders at this time.
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.
Approximately 94% of the Joint Venture's subscribers are served by
its system in Monticello, Kentucky and neighboring communities. Significant
damage to the system due to seasonal weather conditions or other events could
have a material adverse effect on the Joint Venture's liquidity and cash
flows. In February 1998, the Joint Venture's Monticello, Kentucky system
sustained damage as a result of an ice storm. The Joint Venture spent
$1,361,400 to replace and upgrade the damaged system. The Joint Venture
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.
YEAR 2000
During the second quarter of 1999, FCLP, on behalf of the Corporate
General Partner, continued its identification, evaluation and remediation of
the Joint Venture's Year 2000 business risks associated with operations
directly under the control of the Joint Venture and those risks that are
dependent on third parties related to 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, assessment and remediation 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. Most of the Joint Venture's exposure to Year 2000 issues
is dependent in large part on third parties. Failure to identify and
remediate a critical Year 2000 issue could result in an interruption of
services to customers or in the interruption of critical business functions,
either of which could result in a material adverse impact on the Joint
Venture's and Partnership's financial results.
FCLP concluded that certain of the Joint Venture's internal
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 cost of the implementation, including replacement
software and hardware, has been borne by FCLP. FCLP is continuing to utilize
internal and external resources to extend the functionality of the new
systems. The Partnership does not believe that any other significant
information technology projects affecting the Partnership or Joint Venture
have been delayed due to efforts to identify or address Year 2000 issues.
Additionally, FCLP has continued to inventory the Joint Venture's
internal 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
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ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
LIQUIDITY AND CAPITAL RESOURCES
completed and a plan has been developed to remediate or replace non-compliant
equipment. Of the total number of potentially non-compliant items identified
in the inventory, approximately 1.5% are in the assessment stage.
Approximately 14.4% of non-compliant items are in the remediation planning
phase and 85.6% are in the implementation stage. FCLP plans to conduct
limited testing of systems, software and equipment in the third quarter of
1999 and place significant reliance on test results provided by AT&T
Broadband & Internet Services, an affiliate of FCLP. The cost of such
replacement or remediation to the Joint Venture is currently estimated to be
$1,500, none of which had been incurred as of June 30, 1999. FCLP has also
substantially completed the assessment and replacement or remediation of the
majority of the Joint Venture's internal equipment containing embedded
computer chips.
FCLP has continued to survey the Joint Venture's significant third
party vendors and service suppliers to determine the extent to which the
Joint Venture's interface systems are vulnerable should those third parties
fail to solve their own Year 2000 problems on a timely basis. The Joint
Venture is heavily dependent on third parties and these parties are
themselves heavily dependent on technology. For example, if a television
broadcaster or cable programmer encounters Year 2000 problems that impede its
ability to deliver its programming, the Joint Venture will be unable to
provide that programming to its cable customers, which would result in a loss
of revenues, although the Joint Venture would attempt to provide its
customers with alternative program services. Virtually all of the Joint
Venture's most critical equipment vendors have responded to the surveys
regarding the Year 2000 compliance of their products and indicated that they
are already compliant or have indicated their intent to be compliant.
Additional compliance information has been obtained for specific products
from vendor Web sites, interviews, on-site visits, system interface testing
and industry group participation. Among the most significant third party
service providers upon which the Joint Venture relies are programming
suppliers, power and telephone companies, various banking institutions and
the Joint Venture's customer billing service. The Joint Venture is taking
steps to satisfy itself that the third parties on which it is heavily reliant
are Year 2000 compliant and are developing satisfactory contingency plans, or
that alternative means of meeting the Joint Venture's business requirements
are available, but cannot predict the likelihood of such compliance nor the
direct or indirect costs to the Joint Venture of non-compliance by those
third parties or of securing such services from alternate compliant third
parties. In areas in which the Joint Venture is uncertain about the
anticipated Year 2000 readiness of a significant third party, FCLP is
investigating available alternatives, if any.
FCLP believes that it has established an effective program to
resolve all significant Year 2000 issues in its control in a timely manner.
As noted above, however, FCLP has not yet completed all phases of the Joint
Venture's remediation program and is dependent on third parties whose
progress is not within its control. In the event that FCLP does not complete
the Joint Venture's currently planned additional remediation prior to the
year 2000, management believes that the Joint Venture could experience
significant difficulty in producing and delivering its products and services
and conducting its business in the year 2000. In addition, disruptions
experienced by third parties with which the Joint Venture does business as
well as by the economy generally could also materially adversely affect the
Joint Venture. The amount of potential liability and lost revenue cannot be
reasonably estimated at this time.
-16-
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
FCLP has focused its efforts on identification and remediation of
the Joint Venture's Year 2000 exposures and is beginning to develop specific
contingency plans in the event it does not successfully complete its
remaining remediation as anticipated or experiences unforeseen problems.
Considerable effort has been directed toward distinguishing between those
contingencies with a greater probability of occurring from those whose
occurrence is considered remote, and on those systems whose failure poses a
material risk to the Joint Venture's results of operations and financial
condition. FCLP is also examining the Joint Venture's business interruption
strategies to evaluate whether they would satisfactorily meet the demands of
failures arising from Year 2000 related problems. FCLP intends to examine the
Joint Venture's status periodically to determine the necessity of
establishing and implementing such contingency plans or additional
strategies, which could involve, among other things, manual workarounds,
adjusting staffing strategies and sharing resources.
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Operating activities used $15,300 more cash during the six months
ended June 30, 1999 than in the corresponding period in 1998. Investing
activities provided $19,000 more cash due to increased distributions from the
Joint Venture.
INFLATION
Certain of the Joint Venture's expenses, such as those for equipment
repair and replacement, 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 Joint Venture is able to increase its service rates
periodically, of which there can be no assurance.
-17-
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27.1 Financial Data Schedule.
(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/GROWTH PROGRAM FIVE-B, L.P.
A GEORGIA LIMITED PARTNERSHIP
-----------------------------
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: August 13, 1999 By: /S/ MICHAEL K. MENEREY
-------------------------
Michael K. Menerey,
Executive Vice President,
Chief Financial Officer and
Secretary