<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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 0-13333
Enstar Income Program 1984-1, L.P.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Georgia 58-1581136
- ---------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA 90024
- -----------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 824-9990
- -------------------------------------------------------------------------------
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT.
Indicate by X 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
-- -----
The Exhibit Index is Located at Page E-1.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ENSTAR INCOME PROGRAM 1984-1, L.P.
CONDENSED BALANCE SHEETS
=======================================
<TABLE>
<CAPTION>
December 31, September 30,
1995* 1996
---------- ----------
(unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 935,300 $ 906,600
Receivables, less allowance of $21,200
and $29,900 for possible losses 123,200 132,000
Prepaid expenses and other 55,900 56,600
Cable materials, equipment and supplies 70,600 70,600
Property, plant and equipment, less accumulated depreciation
and amortization of $9,631,600 and $9,986,000 2,549,300 3,147,200
Franchise cost, net of accumulated
amortization of $194,100 and $209,100 76,300 77,300
Deferred loan costs and deferred charges, net 42,800 51,500
---------- ----------
$3,853,400 $4,441,800
========== ==========
LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
Note payable $1,942,800 $1,267,800
Accounts payable 515,500 360,300
Due to affiliates 1,028,800 1,470,800
---------- ----------
TOTAL LIABILITIES 3,487,100 3,098,900
---------- ----------
COMMITMENTS AND CONTINGENCIES
PARTNERSHIP CAPITAL (DEFICIT):
General partner (69,000) (59,200)
Limited partners 435,300 1,402,100
---------- ----------
TOTAL PARTNERSHIP CAPITAL 366,300 1,342,900
---------- ----------
$3,853,400 $4,441,800
========== ==========
</TABLE>
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements
-2-
<PAGE> 3
ENSTAR INCOME PROGRAM 1984-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
=======================================
<TABLE>
<CAPTION>
Unaudited
------------------------------------
Three months ended
September 30,
------------------------------------
1995 1996
---------- ----------
<S> <C> <C>
REVENUES $1,252,400 $1,318,300
---------- ----------
OPERATING EXPENSES:
Service costs 443,400 483,200
General and administrative expenses 159,600 201,500
General Partner management fees
and reimbursed expenses 154,800 140,000
Depreciation and amortization 284,700 132,700
---------- ----------
1,042,500 957,400
---------- ----------
OPERATING INCOME 209,900 360,900
---------- ----------
OTHER INCOME (EXPENSE):
Interest income 14,400 9,000
Interest expense (66,700) (44,900)
Gain on sale of cable assets - 100
---------- ----------
(52,300) (35,800)
---------- ----------
NET INCOME $ 157,600 $ 325,100
========== ==========
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 5.21 $ 10.75
========== ==========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,940 29,940
========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
-3-
<PAGE> 4
ENSTAR INCOME PROGRAM 1984-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
=======================================
<TABLE>
<CAPTION>
Unaudited
----------------------------------
Nine months ended
September 30,
----------------------------------
1995 1996
---------- ----------
<S> <C> <C>
REVENUES $3,662,400 $3,858,400
---------- ----------
OPERATING EXPENSES:
Service costs 1,338,700 1,373,700
General and administrative expenses 444,900 546,600
General Partner management fees
and reimbursed expenses 435,900 412,200
Depreciation and amortization 891,700 435,000
---------- ----------
3,111,200 2,767,500
---------- ----------
OPERATING INCOME 551,200 1,090,900
---------- ----------
OTHER INCOME (EXPENSE):
Interest income 39,600 31,900
Interest expense (208,200) (146,300)
Gain on sale of cable assets - 100
---------- ----------
(168,600) (114,300)
---------- ----------
NET INCOME $ 382,600 $ 976,600
========== ==========
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 12.65 $ 32.29
========== ==========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,940 29,940
========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
-4-
<PAGE> 5
ENSTAR INCOME PROGRAM 1984-1, L.P.
STATEMENTS OF CASH FLOWS
=======================================
<TABLE>
<CAPTION>
Unaudited
------------------------------------
Nine months ended
September 30,
------------------------------------
1995 1996
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 382,600 $ 976,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 891,700 435,000
Amortization of deferred loan costs 2,000 9,200
Gain on sale of cable assets - (100)
Increase (decrease) from changes in:
Accounts receivable, prepaid expenses
and other assets (64,700) (9,400)
Accounts payable and due to affiliates 699,300 286,700
Cable materials, equipment and supplies (4,700) -
---------- -----------
Net cash provided by operating activities 1,906,200 1,698,000
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (925,300) (1,006,800)
Increase in intangible assets (27,300) (19,300)
Proceeds from sale of cable assets - 100
---------- -----------
Net cash used in investing activities (952,600) (1,026,000)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (618,200) (675,000)
Deferred loan costs (31,400) (25,700)
---------- -----------
Net cash used in financing activities (649,600) (700,700)
---------- -----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 304,000 (28,700)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,169,700 935,300
---------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,473,700 $ 906,600
========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
-5-
<PAGE> 6
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
===========================================
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for
the three and nine months ended September 30, 1996 and 1995 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 nine months ended September 30,
1996 are not necessarily indicative of results for the entire year.
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
The Partnership has a management and service agreement with a
wholly owned subsidiary of the 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 fees approximated $65,900 and
$192,900 for the three and nine months ended September 30, 1996.
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 General Partner and its subsidiary are charged a
proportionate share of these expenses. 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 $74,100 and $219,300
for the three and nine months ended September 30, 1996. Management fees and
reimbursed expenses due the General Partner are non-interest bearing.
The Partnership also receives certain system operating
management services from affiliates of the General Partner in addition to the
Manager, due to the fact that there are no such employees directly employed by
the Partnership. The Partnership reimburses the affiliates for its allocable
share of the affiliates' operational costs. The total amount charged to the
Partnership for these costs approximated $17,200 and $86,300 in the three and
nine months ended September 30, 1996. No management fee is payable to the
affiliates by the Partnership and there is no duplication of reimbursed
expenses and costs paid to the Manager.
Certain programming services have been purchased through an
affiliate of the Partnership. In turn, the affiliate charges the Partnership
for these costs based on an estimate of what the Partnership could negotiate
for such programming services on a stand-alone basis. The Partnership paid the
affiliate $307,700 and $870,100 for programming services for the three and nine
months ended September 30, 1996. Programming fees are included in service
costs in the statements of operations for the three and nine months ended
September 30, 1996 and 1995.
-6-
<PAGE> 7
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONCLUDED)
===========================================
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 are allocated 99% to the
limited partners and 1% to the general partner.
4. RECLASSIFICATIONS
Certain 1995 amounts have been reclassified to conform to the
1996 presentation.
-7-
<PAGE> 8
ENSTAR INCOME PROGRAM 1984-1, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
On February 8, 1996, President Clinton signed into law the
Telecommunications Act of 1996 (the "1996 Telecom Act"). This statute
substantially changed the competitive and regulatory environment for
telecommunications providers by significantly amending the Communications Act
of 1934, including certain of the rate regulation provisions previously imposed
by the Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act"). Compliance with those rate regulations has had a negative
impact on the Partnership's revenues and cash flow. However, in accordance
with policy decisions by the Federal Communications Commission (the "FCC"), the
Partnership will increase regulated service rates in the future in response to
specified historical and anticipated future cost increases, although certain
costs may continue to rise at a rate in excess of that which the Partnership
will be permitted to pass on to its customers. The 1996 Telecom Act provides
that certain of the rate regulations will be phased-out altogether in 1999.
Further, the regulatory environment will continue to change pending, among
other things, the outcome of legal challenges and FCC rulemaking and
enforcement activity in respect of the 1992 Cable Act and the completion of a
significant number of FCC rulemakings under the 1996 Telecom Act. There can be
no assurance as to what, if any, future 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 historic interim
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, 1995
for additional information regarding such matters and the effect thereof on the
Partnership's business.
RESULTS OF OPERATIONS
The Partnership's revenues increased from $1,252,400 to
$1,318,300, or by 5.3%, and from $3,662,400 to $3,858,400, or by 5.4%, for the
three and nine months ended September 30, 1996 as compared to the corresponding
periods in 1995. Of the $65,900 increase in revenues for the three months ended
September 30, 1996 as compared to the corresponding period in 1995, $45,300 was
due to increases in regulated service rates that were implemented by the
Partnership in the third quarter of 1995 and in the second quarter of 1996,
$38,400 due to the restructuring of The Disney Channel from a premium channel
to a tier channel effective July 1, 1996 and $7,800 was due to increases in
advertising sales. These increases were partially offset by a decrease of
$25,600 due to a decrease in the number of subscriptions for premium services.
Of the $196,000 increase in revenues for the nine months ended September 30,
1996 as compared to the corresponding period in 1995, $99,900 was due to
increases in regulated service rates that were implemented by the Partnership
in the second and third quarters of 1995 and in the second quarter of 1996,
$39,600 was due to increases in other revenue producing items consisting
primarily of advertising sales, $38,500 due to the restructuring of The Disney
Channel discussed above and $18,100 was due to an increase
-8-
<PAGE> 9
ENSTAR INCOME PROGRAM 1984-1, L.P.
RESULTS OF OPERATIONS (CONCLUDED)
in the number of subscriptions for basic services. As of September 30, 1996,
the Partnership had approximately 12,400 homes subscribing to cable service and
6,600 premium service units.
Service costs increased from $443,400 to $483,200, or by 9.0%,
and from $1,338,700 to $1,373,700, or by 2.6%, for the three and nine months
ended September 30, 1996 as compared to the corresponding periods in 1995.
Service costs represent costs directly attributable to providing cable services
to customers. Of the $39,800 increase in service costs for the three months
ended September 30, 1996 as compared to the corresponding period in 1995,
$25,700 was due to an increase in copyright fees due to changes in filing
requirements, $23,900 was due to an increase in programming fees charged by
program suppliers (including primary satellite fees), $10,300 was due to an
increase in personnel costs and $8,500 was due to an increase in repair and
maintenance expense. These increases were partially offset by an increase of
$18,200 in capitalization of labor and overhead expense due to a greater number
of capital projects during the quarter ended September 30, 1996 and a $10,900
decrease in pole rent expense. Of the $35,000 increase in service costs for the
nine months ended September 30, 1996 as compared to the corresponding period in
1995, $40,800 was due to an increase in personnel costs, $39,900 was due an
increase in copyright fees due to changes in filing requirements and $30,900
was due to an increase in programming fees charged by program suppliers
(including primary satellite fees). These increases were partially offset by
an increase of $62,300 in capitalization of labor and overhead expense due to a
greater number of capital projects during the nine months ended September 30,
1996 and a $17,800 decrease in pole rent expense. The increases in programming
fees during the three and nine months ended September 30, 1996 included an
$11,000 increase related to the restructuring of The Disney Channel discussed
above.
General and administrative expenses increased from $159,600 to
$201,500, or by 26.3%, and from $444,900 to $546,600, or by 22.9%, for the
three and nine months ended September 30, 1996 as compared to the corresponding
periods in 1995. Of the $41,900 increase for the three months ended September
30, 1996 as compared to the corresponding period in 1995, $34,100 was due to an
increase in marketing expense and $15,700 was due to an increase in personnel
costs, $6,500 was due to an increase in customer billing expense and $4,800 was
due to an increase in postage and messenger expense. These increases were
partially offset by a net decrease of $22,700 in expenses incurred in 1995
related to the attempted sale of the Snow Hill system. Of the $101,700 increase
for the nine months ended September 30, 1996 as compared to the corresponding
period in 1995, $32,200 was due to an increase in bad debt expense, $29,800 was
due to an increase in personnel costs, $27,500 was due to expenses allocated by
affiliates of the General Partner that provide system operating management
services to the Partnership, $24,200 was due to an increase in marketing
expense, $18,000 was due to an increase in business tax expense, $6,900 was due
to an increase in customer billing expense and $6,000 was due to increases in
postage expense. These increases were partially offset by a decrease of $41,500
due to expenses in 1995 related to the attempted sale of the Snow Hill system.
Management fees and reimbursed expenses decreased from
$154,800 to $140,000, or by 9.6%, and from $435,900 to $412,200, or by 5.4%,
for the three and nine months ended September 30, 1996 as compared to the
corresponding periods in 1995. Reimbursable expenses decreased by $18,100 and
$33,500 for the three and nine months ended September 30, 1996 from the
comparable periods in 1995, primarily due to lower allocated personnel costs
and marketing expense. As described above, affiliates of
-9-
<PAGE> 10
ENSTAR INCOME PROGRAM 1984-1, L.P.
RESULTS OF OPERATIONS (CONCLUDED)
the General Partner now provide certain system operating management services to
the Partnership that were provided by the General Partner prior to 1996.
Management fees increased by $3,300 and $9,800 for the three and nine months
ended September 30, 1996 from the corresponding 1995 periods in direct relation
to increased revenues as described above.
Depreciation and amortization expense decreased from $284,700
to $132,700, or by 53.4%, and from $891,700 to $435,000, or by 51.2%, for the
three and nine months ended September 30, 1996 as compared to the corresponding
periods in 1995 due to the effect of certain plant assets becoming fully
depreciated.
Operating income increased from $209,900 to $360,900 and from
$551,200 to $1,090,900 for the three and nine months ended September 30, 1996
as compared to the corresponding periods in 1995 primarily due to increases in
revenues and decreases in depreciation and amortization expense as described
above.
Interest income decreased from $14,400 to $9,000, or by 37.5%,
and from $39,600 to $31,900, or by 19.4%, for the three and nine months ended
September 30, 1996 as compared to the corresponding periods in 1995 due to
lower interest rates earned on invested funds and lower cash balances available
for investment.
Interest expense decreased from $66,700 to $44,900, or by
32.7%, and from $208,200 to $146,300, or by 29.7%, for the three and nine
months ended September 30, 1996 as compared to the corresponding periods in
1995 primarily due to lower average borrowings of $1,527,100 and $1,730,100 for
the three and nine months ended September 30, 1996 versus $2,448,500 and
$2,647,700 for the corresponding 1995 periods.
Due to the factors described above, the Partnership's net
income increased from $157,600 to $325,100 and from $382,600 to $976,600 for
the three and nine months ended September 30, 1996 as compared to the
corresponding periods in 1995.
LIQUIDITY AND CAPITAL RESOURCES
The FCC's amended rate regulation rules were implemented
during the quarter ended September 30, 1994. Compliance with these rules has
had a negative impact on the Partnership's revenues and cash flow.
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, debt service and capital
expenditure requirements relating to the expansion, improvement and upgrade of
its cable systems. The Partnership currently relies exclusively on the
availability of cash generated from operations to fund its ongoing expenses,
debt service and capital requirements. In general, these requirements involve
expansion, improvement and upgrade of the Partnership's existing cable systems,
and are projected to be $1.4 million for 1996, excluding any rebuilds. As of
the date of this Report, substantially all of the available channel capacity in
the Partnership's systems is being utilized and each of such systems requires
rebuilding. The rebuild program is presently estimated to
-10-
<PAGE> 11
ENSTAR INCOME PROGRAM 1984-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
require aggregate capital expenditures of approximately $7.5 million, although
the majority of the total is not planned to be spent until 1997 and 1998. Due
to the fact that the Partnership is currently not able to incur additional
borrowings under its note payable, there can be no assurance that the
Partnership's cash flow will be adequate to meet its liquidity requirements,
including necessary capital expenditures. As a result, the Partnership will
likely seek additional sources of borrowed funds in the future, if such
borrowings are available on terms acceptable to the Partnership, of which there
can be no assurance.
In March 1996, the Partnership reached an agreement with its
lender to extend the maturity of its existing note payable to December 31,
1997. The terms and conditions of the new note agreement are substantially the
same as the previous agreement. The Partnership is required to continue to
make quarterly payments of interest together with principal payments of
$225,000 through December 31, 1996, and quarterly installments of $250,000
through September 30, 1997, with a final installment of $292,814 due on
December 31, 1997. In addition, the amended note no longer limits the amount
the Partnership can pay in cash to the General Partner for current management
fees and reimbursed expenses, but continues to prohibit the payment of any
previously deferred fees and reimbursed expenses. Any payment of previously
deferred fees, which as of September 30, 1996 totaled an aggregate of
$1,081,300, will continue to be deferred until the note payable is repaid and
this restriction is removed at which time the Partnership will repay such
deferred amounts provided there is adequate liquidity at that time. A fee of
$25,000 was paid to the bank in conjunction with this extension. The
Partnership obtained an amendment to its term loan agreement on October 31,
1996 which increases the limitation on capital expenditures in 1996 from
$1,000,000 to $1,500,000. The Partnership paid a fee of $5,000 for the
amendment. The Partnership made its scheduled 1996 principal repayments of
$225,000 under the amended agreement on April 1, 1996, on July 16, 1996 and on
September 30, 1996.
The General Partner may continue to seek a buyer for the Snow
Hill, North Carolina system as well as for the Kershaw, South Carolina system.
The sale of these systems would allow the Partnership to reduce its bank debt
or accelerate the rebuilding of its remaining systems. Upon the sale of either
or both of these systems, the General Partner would evaluate the feasibility at
that time of resuming the payment of distributions. There can be no assurance
that these systems can be sold at an acceptable price.
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Operating activities provided $208,200 less cash in the nine
months ended September 30, 1996 than in the comparable 1995 period. Changes in
accounts payable and due to affiliates used $412,600 more cash during the first
nine months of 1996 than in the comparable 1995 period due to an increase in
the payment of amounts owed to the General Partner and third party creditors.
Decreases in accounts receivable, prepaid expenses and other assets provided
$60,000 more cash. Partnership operations generated $144,400 more cash after
adding back non-cash depreciation and amortization charges and deducting
recognized gain on sale of cable assets.
The Partnership used $73,400 more cash in investing activities
during the nine months ended June 30, 1996 than during the corresponding nine
months in 1995 due to an $81,500 increase in capital expenditures, which was
partially offset by an $8,000 decrease in expenditures for intangible assets.
Financing activities used $51,100 more cash in 1996 due to a $56,800 increase
in the repayment of
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<PAGE> 12
ENSTAR INCOME PROGRAM 1984-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONCLUDED)
outstanding debt and a $5,700 reduction in the payment of deferred loan costs
related to the Partnership's note payable.
Operating income before depreciation and amortization (EBITDA)
as a percentage of revenues decreased from 39.5% in the third quarter of 1995
to 37.4% in the third quarter of 1996. EBITDA increased from 39.4% during the
first nine months of 1995 to 39.5% in the comparable 1996 period. The three
months' decrease was caused primarily by higher marketing costs, programming
fees and copyright fees. The nine months' increase was caused by higher
revenues, greater capitalization of labor and overhead costs resulting from
more construction projects in 1996 and by lower reimbursed expenses. EBITDA
decreased from $494,600 to $493,600, or by less than one percent, during the
three months ended September 30, 1996 compared to the corresponding period in
1995. EBITDA increased from $1,442,900 to $1,525,900, or by 5.8% during the
first nine months of 1996 compared to the first nine months of 1995.
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 it is able to increase its service
rates periodically, of which there can be no assurance.
-12-
<PAGE> 13
ENSTAR INCOME PROGRAM 1984-1, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10.25 - Amendment No. 14 to Revolving
Credit and Term Loan Agreement dated April 10,
1985 between Enstar Income Program 1984-1 and
Rhode Island Trust National Bank, dated October
31, 1996.
(b) No reports on Form 8-K were filed during the
quarter for which this report was filed.
-13-
<PAGE> 14
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 1984-1, L.P.
a GEORGIA LIMITED PARTNERSHIP
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: November 12, 1996 By: /s/ Michael K. Menerey
--------------------------------
Michael K. Menerey
Chief Financial Officer
-14-
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
10.25 Amendment No. 14 to Revolving Credit and Term Loan Agreement dated
April 10, 1985 between Enstar Income Program 1984-1 and Rhode
Island Trust National Bank, dated March 27, 1996.
</TABLE>
E-1
<PAGE> 1
ENSTAR INCOME PROGRAM 1984-1, L.P.
10900 Wilshire Boulevard
15th Floor
Los Angeles, California 90024
Amendment No. 14 to Revolving Credit and Term Loan Agreement
October 31, 1996
The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 02110
Attention: Media and Communications Department
Ladies and Gentlemen:
The undersigned Enstar Income Program 1984-1, L.P., a Georgia limited
partnership (the "Company"), hereby agrees with you as follows:
1. Reference to Revolving Credit and Term Loan Agreement; Definitions.
Reference is made to the Revolving Credit and Term Loan Agreement made as of
April 10, 1985, as in effect on the date hereof prior to giving effect to this
Amendment (the "Loan Agreement") between the Company and you, as assignee of
Rhode Island Hospital Trust National Bank. Terms defined in the Loan Agreement
as amended hereby (the "Amended Loan Agreement") and not otherwise defined
herein are used herein with the meanings so defined.
2. Amendment of Loan Agreement. Effective as of the date when the
condition set forth in Section 4 is satisfied, the Loan Agreement is hereby
amended with retroactive effect to September 30, 1996 as follows:
2.1 Amendment of Section 6.09. Section 6.09 of the
Loan Agreement is hereby amended to read in its entirety as follows:
"6.09. Make capital expenditures (including leases of
real or personal property required to be capitalized under generally
accepted accounting principles) in excess of $1,500,000 during the
fiscal year ending December 31, 1996 or in excess of $1,000,000 during
any other fiscal year."
3. Representations and Warranties. The Company hereby represents and
warrants that that after giving effect to this Amendment, no Event of Default
exists and no event which but for the passage of time or giving of notice, or
both, would constitute an Event of Default exists.
-1-
<PAGE> 2
4. Conditions. The effectiveness of the amendment to the Loan Agreement
provided for in Section 2 hereof is subject to satisfaction of the following
further conditions:
4.1. Amendment Fee. The Company shall have paid you an
amendment fee in the amount of $5,000.
5. Miscellaneous. Except to the extent specifically amended hereby, the
provisions of the Loan Agreement shall remain unmodified and the Amended Loan
Agreement is confirmed as being in full force and effect. The invalidity and
unenforceability of any term or provision hereof or the Amended Loan Agreement
shall not effect the validity or unenforceability of any other term or
provision hereof or thereof. The headings of this Amendment are for
convenience of reference only and shall not alter or otherwise affect the
meaning hereof. This Amendment may be executed in any number of counterparts,
which together shall constitute one instrument, shall be governed by and
construed in accordance with the laws (other than the conflict of laws rules)
of The Commonwealth of Massachusetts and shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.
If the foregoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the appropriate
space below and return the same to the Company, whereupon this letter shall
become a binding agreement between you and the Company.
Very truly yours,
ENSTAR INCOME PROGRAM 1984-1, L.P.
By ENSTAR COMMUNICATIONS CORPORATION,
Corporate General Partner
By:
________________________________
Title: Chief Financial Officer
The foregoing is hereby accepted:
THE FIRST NATIONAL BANK OF BOSTON
By:
-------------------------------
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1996, AND THE STATEMENTS OF OPERATIONS FOR THE SIX MONTHS
ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 906,000
<SECURITIES> 0
<RECEIVABLES> 161,900
<ALLOWANCES> 29,900
<INVENTORY> 70,600
<CURRENT-ASSETS> 0
<PP&E> 13,133,200
<DEPRECIATION> 9,986,000
<TOTAL-ASSETS> 4,441,800
<CURRENT-LIABILITIES> 1,831,100
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,441,800
<SALES> 0
<TOTAL-REVENUES> 3,858,400
<CGS> 0
<TOTAL-COSTS> 2,767,500
<OTHER-EXPENSES> (31,900)
<LOSS-PROVISION> 68,900
<INTEREST-EXPENSE> 146,300
<INCOME-PRETAX> 976,600
<INCOME-TAX> 0
<INCOME-CONTINUING> 976,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 976,600
<EPS-PRIMARY> 32.29
<EPS-DILUTED> 0
</TABLE>
