SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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, 2000
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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
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Commission File Number 0-13333
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Enstar Income Program 1984-1, L.P.
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(Exact name of Registrant as specified in its charter)
Georgia 58-1581136
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
12444 Powerscourt Dr., Suite 100
St. Louis, Missouri 63131
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code: (314) 965-0555
------------------
- --------------------------------------------------------------------------------
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
--- ---
Exhibit Index located at Page E-1.
<PAGE>
PART I - FINANCIAL INFORMATION
ENSTAR INCOME PROGRAM 1984-1, L.P.
CONDENSED BALANCE SHEETS
==========================================
<TABLE>
<CAPTION>
December 31, March 31,
1999* 2000
----------------- -----------------
(Unaudited)
ASSETS:
<S> <C> <C>
Cash $ 1,963,500 $ 1,989,700
Accounts receivable, less allowance of $700 and
$6,400 for possible losses 90,700 22,600
Insurance claim receivable 27,900 107,700
Prepaid expenses and other assets 160,300 149,200
Property, plant and equipment, less accumulated
depreciation and amortization of $11,793,400 and $11,954,500 4,189,700 4,092,500
Franchise cost, net of accumulated
amortization of $127,400 and $129,300 53,000 51,100
Deferred loan costs and other deferred charges, net 52,800 53,700
----------------- -----------------
$ 6,537,900 $ 6,466,500
================= =================
LIABILITIES AND PARTNERSHIP CAPITAL
-----------------------------------
LIABILITIES:
Accounts payable $ 425,500 $ 213,800
Due to affiliates 1,217,700 999,400
----------------- -----------------
TOTAL LIABILITIES 1,643,200 1,213,200
----------------- -----------------
COMMITMENTS AND CONTINGENCIES
PARTNERSHIP CAPITAL (DEFICIT):
General partner (23,800) (20,200)
Limited partners 4,918,500 5,273,500
----------------- -----------------
TOTAL PARTNERSHIP CAPITAL 4,894,700 5,253,300
----------------- -----------------
$ 6,537,900 $ 6,466,500
================= =================
</TABLE>
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
-2-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
======================================
<TABLE>
<CAPTION>
Unaudited
-------------------------------------
Three months ended
March 31,
-------------------------------------
1999 2000
---------------- -----------------
<S> <C> <C>
REVENUES $ 1,265,700 $ 1,273,800
---------------- -----------------
OPERATING EXPENSES:
Service costs 446,500 425,000
General and administrative expenses 164,000 224,000
General Partner management fees
and reimbursed expenses 147,900 138,000
Depreciation and amortization 211,200 210,300
---------------- -----------------
969,600 997,300
---------------- -----------------
OPERATING INCOME 296,100 276,500
---------------- -----------------
OTHER INCOME (EXPENSE):
Interest income 10,900 22,500
Interest expense (23,700) (17,100)
Cost of sale of cable television systems - (3,100)
Casualty gain - 79,800
---------------- -----------------
(12,800) 82,100
---------------- -----------------
NET INCOME $ 283,300 $ 358,600
================ =================
Net income allocated to General Partner $ 2,800 $ 3,600
================ =================
Net income allocated to Limited Partners $ 280,500 $ 355,000
================ =================
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 9.37 $ 11.86
================ =================
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,940 29,940
================ =================
</TABLE>
See accompanying notes to condensed financial statements.
-3-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
======================================
<TABLE>
<CAPTION>
Unaudited
-------------------------------------
Three months ended
March 31,
-------------------------------------
1999 2000
---------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 283,300 $ 358,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 211,200 210,300
Amortization of deferred loan costs 7,400 7,500
Decrease from changes in:
Receivables, prepaid expenses and other assets (145,100) (600)
Accounts payable (150,100) (211,700)
---------------- -----------------
Net cash provided by operating activities 206,700 364,100
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (106,100) (110,900)
---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to affiliates 259,000 (218,300)
Deferred loan costs - (8,700)
---------------- -----------------
Net cash provided by (used in) financing activities 259,000 (227,000)
---------------- -----------------
INCREASE IN CASH 359,600 26,200
CASH AT BEGINNING OF PERIOD 1,036,000 1,963,500
---------------- -----------------
CASH AT END OF PERIOD $ 1,395,600 $ 1,989,700
================ =================
</TABLE>
See accompanying notes to condensed financial statements.
-4-
<PAGE>
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
months ended March 31, 2000 and 1999 are unaudited. These condensed interim
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in our 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, 2000 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 our general partner for a monthly management fee of 5% of
revenues, excluding revenues from the sale of cable television systems or
franchises. Management fee expense approximated $63,700 for the three months
ended March 31, 2000.
In addition to the monthly management fee, we reimburse 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 subsidiaries are charged a proportionate share of these
expenses. Charter Communications Holding Company, LLC and its affiliates provide
other management services for the partnership that were provided by Falcon
Communications, L.P. and its affiliates prior to November 12, 1999. Corporate
office allocations and district office expenses are charged to the properties
served based primarily on the respective percentage of basic customers or homes
passed (dwelling units within a system) within the designated service areas. The
total amount charged to the partnership for these services approximated $74,300
for the three months ended March 31, 2000. Management fees and reimbursed
expenses due the general partner are non-interest bearing.
On September 30, 1997, the general partner contributed $462,300 of
previously deferred management fees and reimbursed expenses as an equity
contribution to Enstar Finance Company, LLC, a subsidiary of the general
partner. The balance remains an outstanding obligation of the partnership. In
the normal course of business, we pay a commitment fee to Enstar Finance
Company, our primary lender.
We also receive certain system operating management services from
Charter and other 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. We reimburse the affiliates for our allocable share of the
affiliates' operational costs. The total amount charged to the partnership for
these costs approximated $27,300 in the three months ended March 31, 2000. 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.
-5-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
===================================
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)
Substantially all programming services have been purchased through
Charter since November 12, 1999. Before that time, substantially all programming
services were purchased through Falcon Communications. Falcon Communications
charged the Partnership for these costs based on an estimate of what the general
partner could negotiate for such programming services for the 15 partnerships
managed by the general partner as a group. Charter charges the partnership for
these costs based on its costs. The partnership recorded programming fee expense
of $259,300 for the three months ended March 31, 2000. Programming fees are
included in service costs in the statements of operations.
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 partner. The general partner does not own units
of partnership interest in the partnership, but rather holds a participation
interest in the income, losses and distributions of the partnership.
4. SUBSEQUENT EVENT
On April 14, 2000, the general partner signed a non-binding letter of
intent to sell all of the partnership's cable television systems excluding its
system in Kershaw, South Carolina. The sale of the partnership's assets is
subject to approval by a majority of the limited partners and other standard
closing conditions, such as obtaining regulatory approvals. The prospective
buyer seeks to purchase a large group of cable television systems, which
includes a majority of the partnership's systems as well as certain systems
owned by other partnerships under the common control of the partnership's
general partner. There is no assurance that a definitive sale agreement will be
executed, and if so, whether the proposed sale will be consummated. Even if the
limited partners do approve the sale, consummation of the sale is subject to
certain factors beyond the partnership's control, including receipt of
regulatory approvals and approval of the sale by other selling partnerships.
-6-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The 1992 Cable Act required the Federal Communications Commission 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 our revenues and cash flow. The 1996 Telecommunications
Act substantially changed the competitive and regulatory environment for cable
television and telecommunications service providers. Among other changes, the
1996 Telecommunications 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 their effect on our business. Accordingly, our historical
financial results as described below are not necessarily indicative of future
performance.
This report includes certain forward-looking statements regarding,
among other things, our 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.
RESULTS OF OPERATIONS
Our revenues increased from $1,265,700 to $1,273,800, or by less than
1.0%, for the three months ended March 31, 2000 compared to the corresponding
quarter of 1999. Of the $8,100 increase, $22,700 was due to increases in
regulated service rates that we implemented in 1999 and $11,700 was due to
increases in other revenue producing items. These increases were partially
offset by a $26,300 decrease due to decreases in the number of subscriptions for
basic, pay, tier and equipment rental services. As of March 31, 2000, the
partnership had approximately 10,900 basic subscribers and 4,200 premium service
units.
Our service costs decreased from $446,500 to $425,000, or by 4.8%, for
the three months ended March 31, 2000 as compared to the equivalent period in
1999. Service costs represent costs directly attributable to providing cable
services to customers. The decrease was primarily due to decreases in
programming fees and increases in capitalization of labor and overhead costs due
to a greater number of capital projects during the first three months of 2000.
Programming fees decreased as a result of lower rates that Charter has extended
to the partnership.
Our general and administrative expenses increased from $164,000 to
$224,000, or by 36.6%, for the three months ended March 31, 2000 as compared to
the first quarter of 1999, primarily due to increases in personnel costs,
professional fees, customer billing costs and bad debt expense.
Our management fees and reimbursed expenses decreased from $147,900 to
$138,000, or by 6.7%, for the three months ended March 31, 2000 as compared to
the first quarter of the first three months of 1999. Management fees increased
in direct relation to increased revenues as described above. Reimbursed expenses
decreased due to lower allocated personnel costs, telephone expense and
corporate office expenses.
-7-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
RESULTS OF OPERATIONS (Continued)
Our depreciation and amortization expense decreased from $211,200 to
$210,300, or by less than 1.0%, for the three months ended March 31, 2000 as
compared to the corresponding quarter of 1999. The decrease was primarily due to
the effect of certain intangible assets becoming fully amortized.
Our operating income decreased from $296,100 to $276,500, or by 6.6%,
for the three months ended March 31, 2000 as compared to the equivalent period
in 1999, primarily due to increases in personnel costs and professional fees as
described above.
Our interest income increased from $10,900 to $22,500 for the three
months ended March 31, 2000 as compared to the first quarter of 1999, primarily
due to higher average cash balances available for investment and due to higher
average interest rates earned on invested funds.
Our interest expense decreased from $23,700 to $17,100, or by 27.8%,
for the three months ended March 31, 2000 as compared to the first three months
of 1999, primarily due to a reduction in commitment fees paid under our loan
facility, which was reduced on November 12, 1999.
Due to the factors described above, our net income increased from
$283,300 to $358,600, or by 26.6%, for the three months ended March 31, 2000
compared to the first three months of 1999.
Based on our experience in the cable television industry, we believe
that operating income before depreciation and amortization, or 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, or 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 40.1% to 38.2% during the three months ended March 31,
2000 as compared to the corresponding period in 1999. The decrease was primarily
due to increases in personnel cost and professional fees as described above.
EBITDA decreased from $507,300 to $486,800, or by 4.0%, during the three months
ended March 31, 2000 as compared to the corresponding period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Our primary objective, having invested net offering proceeds in cable
television systems, is to distribute to our 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 requirements. In general, these
capital requirements involve expansion, improvement and upgrade of our existing
cable systems.
In accordance with the partnership agreement, the general partner has
implemented a plan for liquidating the partnership. In connection with that
strategy, the general partner has entered
-8-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (Continued)
into an agreement with a cable broker to market the partnership's
cable systems to third parties. Should the partnership receive offers from third
parties for such assets and should the general partner enter into an agreement
to sell such assets, the general partner will prepare a proxy or written consent
solicitation for submission to the limited partners for the purpose of approving
or disapproving such sale. If all of the partnership's assets are sold, the
general partner will proceed to liquidate the partnership following the
settlement of its final liabilities. We can give no assurance, however, that we
will be able to generate a sale of the partnership's cable assets.
On May 27, 1999, the general partner signed a non-binding letter of
intent to sell the partnership's cable system in Kershaw, South Carolina to
Catawba Services, Inc., but the parties have yet to reach a definitive agreement
regarding the sale. On April 14, 2000, the general partner signed a non-binding
letter of intent to sell all of the partnership's cable television systems
excluding its system in Kershaw, South Carolina. The sale of the partnership's
assets is subject to approval by a majority of the limited partners and other
standard closing conditions, such as obtaining regulatory approvals. The more
recent prospective buyer seeks to purchase a large group of cable television
systems, which includes a majority of the partnership's systems as well as
certain systems owned by other partnerships under the common control of the
partnership's general partner. There is no assurance that definitive sale
agreements will be executed, and if so, whether the proposed sales will be
consummated. Even if the limited partners do approve the sales, consummation of
the sales is subject to certain factors beyond the partnership's control,
including receipt of regulatory approvals and approval of the multiple system
sale by other selling partnerships.
The partnership relies upon the availability of cash generated from
operations and possible borrowings to fund its ongoing expenses, debt service
and capital requirements. Our capital expenditures were $110,900 for the three
months ended March 31, 2000. As of the date of this report, substantially all of
the available channel capacity in our cable television systems is being utilized
and each of the systems requires an upgrade. We presently estimate that the
entire upgrade program will require aggregate capital expenditures of
approximately $8,300,000 and will cover 12 franchise areas. These upgrades are
currently required in six existing franchise agreements covering eight franchise
areas. The upgrades required by the six existing franchise agreements are
estimated to cost approximately $4.4 million and must be completed by June 2000,
December 2001 and February 2002, and will most likely impact any offers we
receive for our systems. We believe that possible borrowings under our credit
agreement together with cash flow from operations will be adequate to fund
capital expenditures and other liquidity requirements.
We do not expect to complete the first upgrade by the required date of
June 30, 2000. If the partnership fails to complete the upgrade in a timely
manner, the franchise agreement imposes a penalty of $100 per day that the
violation continues beginning on July 1, 2000. The project has been delayed due
to the general partner's intention to sell the system, which is located in
Kershaw, South Carolina. A request has been submitted to the franchise authority
to extend the date by which the upgrade must be completed. There can be no
assurance that such an extension will be granted and that the partnership will
not incur the penalty imposed by the franchise agreement. The imposition of the
$100 per day penalty for an extended period would not have a material adverse
impact on our results of operations or financial condition.
-9-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (Continued)
Our loan facility with Enstar Finance Company has a maximum loan
commitment of $4,800,000. We had no outstanding borrowings under the facility as
of March 31, 2000.
Our loan 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 (8.5% at March 31 2000) plus 0.625%, or at an offshore rate
plus 1.875%. Under certain circumstances, we are required to make mandatory
prepayments, which permanently reduce the maximum commitment under the loan
facility. The loan 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 loan facility does not restrict the payment of distributions to
partners unless an event of default exists thereunder or our ratio of debt to
cash flow is greater than 4 to 1. However, due to the upgrade program discussed
above, the general partner believes it is critical to conserve cash and
borrowing capacity and, consequently, has concluded that it would not be prudent
for the partnership to resume paying distributions at this time.
The city of Covington, Tennessee rejected our franchise renewal
proposal in June 1999. The franchise agreement with the city expired in 1994 and
we have continued to operate our cable system in Covington and pay franchise
fees to the city. In March 2000, Charter submitted another proposal to the city
on behalf of the partnership that was subsequently rejected. At this time, a
municipal utility is moving forward with its plan to obtain financing for
construction of a system that would compete directly with the partnership's
system. Construction is targeted to occur over an 18-month period. As it has
been proposed, the new system would be more technically advanced than the
partnership's system and offer high speed internet access in addition to cable
television services. We believe that such a system, if built, would result in a
loss of our subscribers and have a significant adverse impact on the
partnership's financial condition and results of operations.
In January 2000, the franchise authority in Bolivar, Tennessee
authorized its municipal utility to construct and operate a competing cable
system in that franchise area. Our franchise agreement with the city expired in
1995. As we have in Covington, the partnership has continued to operate our
cable system in Bolivar and pay franchise fees to the franchise authority.
Although the municipal utility has not obtained funds to build a cable system,
we believe that if a competing system were built, the loss of subscribers would
have an adverse impact on the partnership's financial condition and results of
operations. Additionally, the loss of either franchise would constitute an event
of default under our loan agreement and would preclude us from borrowing under
our loan facility to finance our franchise-required rebuilds. This would require
the partnership to identify alternative sources of financing. The general
partner is assessing various strategies to mitigate the impact of these
potential overbuilds in the event that our systems are not sold to third
parties. As of March 31, 2000, there were approximately 1,800 and 1,300 basic
subscribers in the cities of Covington and Bolivar, respectively.
Falcon Communications purchased insurance coverage for all of the
cable television properties owned or managed by it 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 formerly
-10-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
LIQUIDITY AND CAPITAL RESOURCES (Continued)
owned or managed by Falcon Communications through November 12, 1999, and
currently managed by Charter, including those of the partnership. We have
recorded a receivable of approximately $107,700 for insurance recovery due us
under this policy.
Approximately 63% of our subscribers are served by our system in
Brownsville, Tennessee and neighboring communities. Significant damage to the
system due to seasonal weather conditions or other events could have a material
adverse effect on our liquidity and cash flows. We continue to purchase
insurance coverage in amounts our management views as appropriate for all other
property, liability, automobile, workers' compensation and other types of
insurable risks.
We have not experienced any system failures or other disruptions
caused by Year 2000 problems since January 1, 2000 through the date of this
report, and do not anticipate that we will encounter any Year 2000 problems
going forward. We did not incur expense in the first three months of 2000
related to the Year 2000 date change.
Three months ended March 31, 2000 and 1999
------------------------------------------
Our operating activities provided $157,400 more cash in the three
months ended March 31, 2000 than in the first three months of 1999. Changes in
accounts receivable and prepaid expenses used $144,500 less cash in the first
three months of 2000 due to differences in the timing of receivable collections
and the payment of prepaid expenses. We used $61,600 more cash in the first
three months of 2000 for the payment of liabilities owed to third party
creditors due to differences in the timing of payments.
Investing activities used $4,800 more cash during the three months
ended March 31, 2000 than in the corresponding quarter of 1999 due to an
increase in capital expenditures. Financing activities used $486,000 more cash
in three months ended March 31, 2000 than in the comparable quarter of 1999. We
used $477,300 more cash to pay liabilities owed to the General Partner and other
affiliates due to differences in the timing of payments. We also used $8,700
more cash in the first three months of 2000 for deferred loan costs related to
our amended loan facility.
INFLATION
Certain of our expenses, such as those for wages and benefits,
equipment repair and replacement, and billing and marketing generally increase
with inflation. However, we do not believe that our financial results have been,
or will be, adversely affected by inflation in a material way, provided that we
are able to increase our service rates periodically, of which there can be no
assurance.
-11-
<PAGE>
ENSTAR INCOME PROGRAM 1984-1, L.P.
PART II. OTHER INFORMATION
ITEMS 1-4. Not applicable.
ITEM 5. Other Information.
On April 14, 2000, the general partner signed a non-binding
letter of intent to sell all of the partnership's cable
television systems excluding its system in Kershaw, South
Carolina. The sale of the partnership's assets is subject to
approval by a majority of the limited partners and other
standard closing conditions, such as obtaining regulatory
approvals. The prospective buyer seeks to purchase a large
group of cable television systems, which includes a majority
of the partnership's systems as well as certain systems owned
by other partnerships under the common control of the
partnership's general partner. There is no assurance that a
definitive sale agreement will be executed, and if so, whether
the proposed sale will be consummated. Even if the limited
partners do approve the sale, consummation of the sale is
subject to certain factors beyond the partnership's control,
including receipt of regulatory approvals and approval of the
sale by other selling partnerships.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10.30 - Amendment No. 2 to Loan
Agreement between Enstar Income Program
1984-1, L.P. and Enstar Finance Company,
LLC.
Exhibit 27.1 - Financial Data Schedule.
(b) No reports on Form 8-K were filed during
the quarter for which this report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENSTAR INCOME PROGRAM 1984-1, L.P.
a GEORGIA LIMITED PARTNERSHIP
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: May 12, 2000 By: /s/ Kent D. Kalkwarf
---------------------
Kent D. Kalkwarf
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
10.30 Amendment No. 2 to Loan Agreement between Enstar Income Program 1984-1,
L.P. and Enstar Finance Company, LLC.
27.1 Financial Data Schedule.
Exhibit 10.30
ENSTAR INCOME PROGRAM 1984-1, L.P.
----------------------------------
AMENDMENT NO. 2 TO LOAN AGREEMENT
---------------------------------
Reference is hereby made to that certain Enstar Income Program 1984-1, L.P.
Loan Agreement dated as of September 30, 1997, between the parties hereto,
("Loan Agreement"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Loan
Agreement.
The parties hereto desire to amend Section 2.1.1 of the Loan Agreement to
change the "Maximum Amount of Credit" under and as defined thereunder.
Accordingly, the parties agree as follows:
1. Section 2.1.1 of the Loan Agreement is hereby amended by changing the
amount therein set forth as the Maximum Amount of Credit to $4,800,000.
2. General. The Loan Agreement as amended hereby is hereby confirmed as
-------
being in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 2
to Loan Agreement to be signed by its duly authorized officer and/or partner as
of this 10th day of April, 2000.
ENSTAR INCOME PROGRAM 1984-1, L.P.,
a Georgia limited partnership
By: ENSTAR COMMUNICATIONS
CORPORATION,
its general partner
By:/s/ Eloise A. Engman
---------------------
Eloise A. Engman
Title: Vice President
----------------
The foregoing is hereby accepted:
ENSTAR FINANCE COMPANY, LLC
By: ENSTAR COMMUNICATIONS CORPORATION,
its Manager
By:/s/ Eloise A. Engman
------------------------
Eloise A. Engman
Title: Vice President
--------------
<PAGE>
Consent
In accordance with the provisions of Section 7.18 of that certain Credit
Agreement dated as of September 30, 1997, as amended by the First Amendment to
Credit Agreement dated as of November 12, 1999, the undersigned hereby consents
to Amendment No. 2 to Loan Agreement dated as of April 10, 2000 between Enstar
Finance Company, LLC and Enstar Income Program 1984-1, L.P.. Said Amendment No.
2 is attached hereto as Exhibit A.
PARIBAS
By:/s/ Darlynn Ernst Kitcher /s/ Thomas G. Brandt
--------------------------------------------------------
Darlynn Ernst Kitcher Thomas G. Brandt
Title: Vice President Managing Director
----------------------------------------------------
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 2000, AND THE STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000737762
<NAME> ENSTAR 1984-1, L.P.
<MULTIPLIER> 1
<CURRENCY> US$
<S> <C>
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-TYPE> 3-MOS
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 1,989,700
<SECURITIES> 0
<RECEIVABLES> 136,700
<ALLOWANCES> 6,400
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 16,047,000
<DEPRECIATION> 11,954,500
<TOTAL-ASSETS> 6,466,500
<CURRENT-LIABILITIES> 1,213,200
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 6,466,500
<SALES> 0
<TOTAL-REVENUES> 1,273,800
<CGS> 0
<TOTAL-COSTS> 997,300
<OTHER-EXPENSES> (99,200)
<LOSS-PROVISION> 13,800
<INTEREST-EXPENSE> 17,100
<INCOME-PRETAX> 358,600
<INCOME-TAX> 0
<INCOME-CONTINUING> 358,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 358,800
<EPS-BASIC> 11.86
<EPS-DILUTED> 0
</TABLE>
