<PAGE> 1
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 June 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 0-16779
-----------
Enstar Income/Growth Program Five-A, L.P.
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Georgia 58-1712898
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER 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 check 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 _____
<PAGE> 2
PART I - FINANCIAL INFORMATION
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
CONDENSED BALANCE SHEETS
=========================================
<TABLE>
<CAPTION>
December 31, June 30
1995* 1996
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash $ 11,100 $ 27,400
Due from affiliates 15,800 -
Equity in net assets of joint venture 4,636,500 4,418,200
----------- -----------
$ 4,663,400 $ 4,445,600
=========== ===========
LIABILITIES AND PARTNERSHIP CAPITAL
-----------------------------------
LIABILITIES:
Accounts payable $ 16,800 $ 23,200
----------- -----------
TOTAL LIABILITIES 16,800 23,200
----------- -----------
PARTNERSHIP CAPITAL (DEFICIT):
General partners (77,700) (79,900)
Limited partners 4,724,300 4,502,300
----------- -----------
TOTAL PARTNERSHIP CAPITAL 4,646,600 4,422,400
----------- -----------
$ 4,663,400 $ 4,445,600
=========== ===========
</TABLE>
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
-2-
<PAGE> 3
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
CONDENSED STATEMENTS OF OPERATIONS
=========================================
<TABLE>
<CAPTION>
Unaudited
-----------------------------------
Three months ended
June 30,
-----------------------------------
1995 1996
---------- ----------
<S> <C> <C>
OPERATING EXPENSES:
General and administrative expenses $ (12,900) $ (13,200)
---------- ----------
(12,900) (13,200)
---------- ----------
OTHER EXPENSE:
Interest expense - (300)
LOSS BEFORE EQUITY IN NET LOSS
OF JOINT VENTURE (12,900) (13,500)
EQUITY IN NET LOSS OF JOINT VENTURE (122,000) (91,900)
---------- ---------
NET LOSS $ (134,900) $ (105,400)
========== ==========
NET LOSS PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ (2.23) $ (1.75)
========== ==========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 59,766 59,766
========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
-3-
<PAGE> 4
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
CONDENSED STATEMENTS OF OPERATIONS
=========================================
<TABLE>
<CAPTION>
Unaudited
------------------------------------
Six months ended
June 30,
------------------------------------
1995 1996
---------- ---------
<S> <C> <C>
OPERATING EXPENSES:
General and administrative expenses $ (16,100) $ (20,200)
--------- ---------
(16,100) (20,200)
OTHER EXPENSE:
Interest expense (500) (300)
--------- ---------
LOSS BEFORE EQUITY IN NET LOSS
OF JOINT VENTURE (16,600) (20,500)
EQUITY IN NET LOSS OF JOINT VENTURE (251,500) (203,700)
--------- ---------
NET LOSS $(268,100) $(224,200)
========= =========
NET LOSS PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ (4.44) $ (3.71)
========= =========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 59,766 59,766
========= =========
</TABLE>
See accompanying notes to condensed financial statements.
-4-
<PAGE> 5
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
STATEMENTS OF CASH FLOWS
=========================================
<TABLE>
<CAPTION>
Unaudited
-----------------------------------
Six months ended
June 30,
-----------------------------------
1995 1996
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (268,100) $ (224,200)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Equity in net loss of Joint Venture 251,500 203,700
Increase (decrease) from changes in:
Due from affiliates (12,500) 15,800
Accounts payable (13,000) 6,400
----------- -----------
Net cash provided by (used in) operating activities (42,100) 1,700
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from Joint Venture - 14,600
INCREASE (DECREASE) IN CASH (42,100) 16,300
CASH AT BEGINNING OF PERIOD 59,200 11,100
----------- -----------
CASH AT END OF PERIOD $ 17,100 $ 27,400
=========== ===========
</TABLE>
SEE ACCOMPANYING notes to condensed financial statements.
-5-
<PAGE> 6
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, 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, 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 six months ended June 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 (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. No such costs and expenses were incurred or charged to the
Partnership for these services during the three and six months ended June 30,
1996. The Manager has entered into an identical agreement with Enstar Cable of
Cumberland Valley, a Georgia general partnership, of which the Partnership is
co-general partner (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 $66,300 and $130,000 and
reimbursement of expenses of approximately $71,500 and $137,800 under its
management agreement for the three and six months ended June 30, 1996. In
addition, the Joint Venture paid the Corporate General Partner approximately
$16,600 and $32,500 in respect of its 1% special interest during the three and
six months ended June 30, 1996. Management fees and reimbursed expenses due
the 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 such 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 $144,900 and
$295,200 for the three and six months ended June 30, 1996. 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.
-6-
<PAGE> 7
ENSTAR INCOME/GROWTH PROGRAM FIVE-A L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
========================================
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (CONCLUDED)
Certain programming services have been purchased through an affiliate
of the Joint Venture. In turn, the affiliate charges the Joint Venture for
these costs based on an estimate of what the Joint Venture could negotiate for
such programming services on a stand-alone basis. The Joint Venture paid the
affiliate $300,500 and $601,500 for programming services for the three and six
months ended June 30, 1996. Programming fees are included in service costs in
the statements of operations for the three and six months ended June 30, 1996
and 1995.
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 partners.
4. RECLASSIFICATION
Certain 1995 amounts have been reclassified to conform to the 1996
presentation.
-7-
<PAGE> 8
ENSTAR INCOME/GROWTH PROGRAM FIVE-A L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
========================================
5. EQUITY IN NET ASSETS OF JOINT VENTURE
The Partnership and an affiliated partnership (Enstar Income/Growth
Program Five-B, 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, 1996 and
December 31, 1995 and the results of its operations for the six months ended
June 30, 1996 and 1995 have been included. The results of operations for the six
months ended June 30, 1996 are not necessarily indicative of results for the
entire year.
<TABLE>
<CAPTION>
December 31, June 30,
1995* 1996
------------ ------------
(unaudited)
------------ ------------
<S> <C> <C>
Current assets $ 1,868,400 $ 2,022,000
Investment in cable television
properties, net 14,975,900 13,779,200
Other assets 205,400 180,500
------------ ------------
$ 17,049,700 $ 15,981,700
============ ============
Current liabilities $ 1,009,500 $ 1,078,000
Long-term debt 6,767,200 6,067,200
Venturers' capital 9,273,000 8,836,500
------------ ------------
$ 17,049,700 $ 15,981,700
============ ============
</TABLE>
*As presented in the audited financial statements.
-8-
<PAGE> 9
ENSTAR INCOME/GROWTH PROGRAM FIVE-A L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
=======================================
5. EQUITY IN NET ASSETS OF JOINT VENTURE (Continued)
<TABLE>
<CAPTION>
Unaudited
---------------------------------------
Three months ended
June 30,
---------------------------------------
1995 1996
-------------- --------------
<S> <C> <C>
REVENUES $ 1,579,400 $ 1,658,100
-------------- --------------
OPERATING EXPENSES:
Service costs 549,300 577,700
General and administrative expenses 192,300 240,100
General Partner management fees and
reimbursed expenses 141,700 154,400
Depreciation and amortization 758,600 708,200
-------------- --------------
1,641,900 1,680,400
-------------- --------------
OPERATING LOSS (62,500) (22,300)
OTHER INCOME (EXPENSE):
Interest income 16,600 18,800
Interest expense (198,100) (180,300)
-------------- --------------
NET LOSS $ (244,000) $ (183,800)
============== ==============
</TABLE>
-9-
<PAGE> 10
ENSTAR INCOME/GROWTH PROGRAM FIVE-A L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONCLUDED)
========================================
5. EQUITY IN NET ASSETS OF JOINT VENTURE (Concluded)
<TABLE>
<CAPTION>
Unaudited
----------------------------------------
Six months ended
June 30,
----------------------------------------
1995 1996
--------------- --------------
<S> <C> <C>
REVENUES $ 3,112,000 $ 3,249,900
--------------- --------------
OPERATING EXPENSES:
Service costs 1,084,100 1,169,400
General and administrative expenses 385,700 445,000
General Partner management fees and
reimbursed expenses 271,200 300,300
Depreciation and amortization 1,515,900 1,412,800
--------------- --------------
3,256,900 3,327,500
--------------- --------------
OPERATING LOSS (144,900) (77,600)
OTHER INCOME (EXPENSE):
Interest income 30,100 32,800
Interest expense (388,300) (362,600)
--------------- --------------
NET LOSS $ (503,100) $ (407,400)
=============== ==============
</TABLE>
-10-
<PAGE> 11
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, 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.
All of the Partnership's cable television business operations are
conducted through its participation as a partner with a 50% interest in Enstar
Cable of Cumberland Valley. The Partnership participates equally with its
affiliated partner (Enstar Income/Growth Program Five-B, 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
-11-
<PAGE> 12
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
RESULTS OF OPERATIONS (CONTINUED)
aggregate of $11,000 and $14,500 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, 1996. The
Partnership did not pay distributions to its partners during the three and six
months ended June 30, 1996.
THE JOINT VENTURE
The Joint Venture's revenues increased from $1,579,400 to $1,658,100,
or by 5.0%, and from $3,112,000 to $3,249,900, or by 4.4%, for the three and
six months ended June 30, 1996 as compared to the corresponding periods in
1995. Of the $78,700 increase in revenues for the three months ended June 30,
1996 as compared to the corresponding period in 1995, $70,800 was due to
increases in regulated service rates that were implemented by the Joint Venture
in the second quarter in each of 1995 and 1996, $5,500 was due to increases in
the number of subscriptions for service and $2,400 was due to increases in
other revenue producing items. Of the $137,900 increase in revenues for the six
months ended June 30, 1996 as compared to the corresponding period in 1995,
$106,300 was due to increases in regulated service rates that were implemented
by the Joint Venture as discussed above, $21,500 was due to increases in the
number of subscriptions for service and $10,100 was due to increases in other
revenue producing items. As of June 30, 1996, the Joint Venture had
approximately 17,300 homes subscribing to cable service and 4,000 premium
service units.
Service costs for the Joint Venture increased from $549,300 to
$577,700, or by 5.2%, and from $1,084,100 to $1,169,400, or by 7.9%, for the
three and six months ended June 30, 1996 as compared to the corresponding
periods in 1995. Service costs represent costs directly attributable to
providing cable services to customers. Of the $28,400 increase in service costs
for the three months ended June 30, 1996 as compared to the corresponding
period in 1995, $15,500 related to increased programming fees charged by
program suppliers (including primary satellite fees) and $12,900 was due to an
increase in personnel costs. Of the $85,300 increase in service costs for the
six months ended June 30, 1996 as compared to the corresponding period in 1995,
$42,800 was due to an increase in personnel costs, $37,100 related to increased
programming fees charged by program suppliers (including primary satellite
fees) and $19,000 was due to an increase in property taxes. These increases
were partially offset by an $18,700 increase in capitalization of labor and
overhead expense due to more capital projects in the 1996 period. The
increases in programming expense were also due to expanded programming usage
relating to channel line-up restructuring and to retransmission consent
arrangements implemented to comply with the 1992 Cable Act.
General and administrative expenses increased from $192,300 to
$240,100, or by 24.9%, and from $385,700 to $445,000, or by 15.4%, for the
three and six months ended June 30, 1996 as compared to the corresponding
periods in 1995. Of the $47,800 increase for the three months ended June 30,
1996 as compared to the corresponding period in 1995, $27,500 was due to higher
insurance premiums, $14,000 was due to an increase in bad debt expense and
$9,000 was due to a decrease in capitalization of labor and overhead expense.
These increases were partially offset by a $4,500 decrease in customer billing
expense. Of the $59,300 increase for the six months ended June 30, 1996 as
compared to the corresponding period in 1995, $28,000 was due to higher
insurance premiums, $12,500 was due to an increase in bad debt expense, $11,800
was due to an increase in personnel costs and $7,700 was due to a decrease in
capitalization of labor and overhead expense.
-12-
<PAGE> 13
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
RESULTS OF OPERATIONS (Concluded)
Management fees and reimbursed expenses increased from $141,700 to
$154,400, or by 9.0%, and from $271,200 to $300,300, or by 10.7%, for the three
and six months ended June 30, 1996 as compared to the corresponding periods in
1995. Reimbursable expenses increased by $8,800 and $22,200 for the three and
six months ended June 30, 1996 from the comparable periods in 1995, primarily
due to higher allocated personnel costs, office rent and professional fees.
Management fees increased by $3,900 and $6,900 for the three and six months
ended June 30, 1996 from the corresponding 1995 periods in direct relation to
increased revenues as described above.
Depreciation and amortization expense decreased from $758,600 to
$708,200, or by 6.6%, and from $1,515,900 to $1,412,800, or by 6.8%, for the
three and six months ended June 30, 1996 as compared to the corresponding
periods in 1995 primarily due to the effect of certain intangible assets
becoming fully amortized.
The Joint Venture's operating loss decreased from $62,500 to $22,300,
or by 64.3%, and from $144,900 to $77,600, or by 46.4%, for the three and six
months ended June 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 increased from $16,600 to $18,800, or by 13.3%, and
from $30,100 to $32,800, or by 9.0%, for the three and six months ended June
30, 1996 as compared to the corresponding periods in 1995 due to higher cash
balances available for investment.
Interest expense decreased from $198,100 to $180,300, or by 9.0%, and
from $388,300 to $362,600, or by 6.6%, for the three and six months ended June
30, 1996 as compared to the corresponding periods in 1995 due to a decrease in
the average interest rate paid by the Joint Venture on long-term borrowings
(9.8% and 9.9% during the three and six months ended June 30, 1996 versus 10.5%
and 10.4% for the corresponding periods in 1995).
Due to the factors described above, the Joint Venture's net loss
decreased from $244,000 to $183,800, or by 24.7%, and from $503,100 to
$407,400, or by 19.0%, for the three and six months ended June 30, 1996 as
compared to the corresponding periods in 1995.
Operating income before depreciation and amortization (EBITDA) as a
percentage of revenues decreased from 44.1% to 41.4% and from 44.1% to 41.1%
for the three and six months ended June 30, 1996 as compared to the
corresponding periods in 1995 primarily due to increases in personnel costs,
insurance premiums, programming expense and bad debt expense. Accordingly,
EBITDA decreased from $696,100 to $685,900, or by 1.5%, and from $1,371,000 to
$1,335,200, or by 2.6%, for the three and six months ended June 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.
-13-
<PAGE> 14
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
LIQUIDITY AND CAPITAL RESOURCES (Continued)
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. 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. In general,
these requirements involve expansion, improvement and upgrade of the Joint
Venture's existing cable television systems. The Joint Venture has budgeted
capital expenditures of approximately $304,400 in 1996, primarily to upgrade
certain equipment. The Joint Venture also anticipates that it will need to
rebuild certain of its systems in 1997 at a total cost of approximately
$2,200,000.
Management 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 1996. As a result, the Corporate General Partner intends to use
its cash for such purposes. Accordingly, management does not anticipate a
resumption of distributions to unitholders during 1996.
In December 1993, the Joint Venture obtained a $9,000,000 reducing
revolving credit facility (the "Facility") maturing on September 30, 1999. The
Facility is secured by substantially all of the Joint Venture's assets.
Interest is payable at the Base Rate plus 1.50%. "Base Rate" means the higher
of the Lender's prime rate or the Federal Funds Effective Rate plus 1/2%. The
Facility provides for quarterly reductions of the maximum commitment beginning
on September 30, 1994 which are payable at the end of each fiscal quarter. The
Joint Venture is permitted to prepay amounts outstanding under the Facility at
any time without penalty, and is able to reborrow throughout the term of the
Facility up to the maximum commitment then available so long as no event of
default exists. The Joint Venture is also required to pay a commitment fee of
1/2% per annum on the unused portion of the Facility. The Facility contains
certain financial tests and other covenants including, among others,
restrictions on capital expenditures, incurrence of indebtedness, distributions
and investments, sale of assets, acquisitions, and other covenants, defaults
and conditions. The Joint Venture believes that it was in compliance with its
loan covenants as of June 30, 1996. The Joint Venture's maximum commitment will
decrease by $1,350,000 in 1996 to $6,850,000. The Joint Venture repaid
$700,000 of its outstanding loan balance on June 21, 1996 in order to remain in
compliance with a certain financial test contained in the Facility that steps
down on July 1, 1996. The outstanding loan balance after the repayment was
$6,067,200.
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Operating activities provided cash of $1,700 during the six months
ended June 30, 1996 as compared to the first six months of 1995 when operating
activities used cash of $42,100. The change was primarily due to a $19,400
decrease in the payment of liabilities owed to third party creditors and a
$28,300 decrease in receivables from affiliates. Partnership expenses used
$3,900 more cash during the six months ended June 30, 1996 as compared to the
corresponding six months in 1995 after adding back non-cash equity in net loss
of Joint Venture.
Financing activities provided $14,600 more cash in the 1996 period due
to distributions of cash flow from the Joint Venture.
-14-
<PAGE> 15
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
LIQUIDITY AND CAPITAL RESOURCES (Concluded)
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.
-15-
<PAGE> 16
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) None
(b) No reports on Form 8-K were filed during the
quarter for which this report is filed.
-16-
<PAGE> 17
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-A, L.P.
a GEORGIA LIMITED PARTNERSHIP
-----------------------------
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: August 7, 1996 By: /s/ Michael K. Menerey
--------------------------------
Michael K. Menerey,
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT JUNE 30, 1996, AND THE STATEMENTS OF OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 27,400
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,445,600
<CURRENT-LIABILITIES> 23,200
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,445,600
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 20,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 300
<INCOME-PRETAX> (224,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (224,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (224,200)
<EPS-PRIMARY> (3.71)
<EPS-DILUTED> 0
</TABLE>