SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 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 0-16789
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Enstar Income/Growth Program Five-B, L.P.
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(Exact name of Registrant as specified in its charter)
Georgia 58-1713008
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
12444 Powerscourt Dr., Suite 100
St. Louis, Missouri 63131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (314) 965-0555
code: --------------
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Exhibit Index located at Page E-1.
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
CONDENSED BALANCE SHEETS
======================================
December 31, March 31,
1999* 2000
----------------- -----------------
(Unaudited)
ASSETS:
<S> <C> <C>
Cash $ 19,300 $ 10,200
Equity in net assets of Joint Venture 4,601,600 4,689,200
----------------- -----------------
$ 4,620,900 $ 4,699,400
================= =================
LIABILITIES AND PARTNERSHIP CAPITAL
-----------------------------------
LIABILITIES:
Accounts payable $ 200 $ -
Due to affiliates 5,600 22,800
----------------- -----------------
5,800 22,800
----------------- -----------------
PARTNERSHIP CAPITAL (DEFICIT):
General partners (77,800) (77,200)
Limited partners 4,692,900 4,753,800
----------------- -----------------
TOTAL PARTNERSHIP CAPITAL 4,615,100 4,676,600
----------------- -----------------
$ 4,620,900 $ 4,699,400
================= =================
</TABLE>
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
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<PAGE>
<TABLE>
<CAPTION>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
CONDENSED STATEMENTS OF OPERATIONS
======================================
Unaudited
-------------------------------------
Three months ended
March 31,
-------------------------------------
1999 2000
---------------- -----------------
OPERATING EXPENSES:
<S> <C> <C>
General and administrative expenses $ (12,600) $ (26,100)
---------------- -----------------
LOSS BEFORE EQUITY IN NET INCOME
OF JOINT VENTURE (12,600) (26,100)
EQUITY IN NET INCOME OF JOINT VENTURE 13,000 87,600
---------------- -----------------
NET INCOME $ 400 $ 61,500
================ =================
Net income allocated to General Partners $ - $ 600
================ =================
Net income allocated to Limited Partners $ 400 $ 60,900
================ =================
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 0.01 $ 1.02
================ =================
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 59,830 59,830
================ =================
</TABLE>
See accompanying notes to condensed financial statements.
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<PAGE>
<TABLE>
<CAPTION>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
STATEMENTS OF CASH FLOWS
======================================
Unaudited
-------------------------------------
Three months ended
March 31,
-------------------------------------
1999 2000
---------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 400 $ 61,500
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in net income of Joint Venture (13,000) (87,600)
Increase from changes in:
Accounts payable and due to affiliates 1,200 17,000
---------------- -----------------
Net cash used in operating activities (11,400) (9,100)
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from Joint Venture 12,000 -
---------------- -----------------
INCREASE (DECREASE) IN CASH 600 (9,100)
CASH AT BEGINNING OF PERIOD 200 19,300
---------------- -----------------
CASH AT END OF PERIOD $ 800 $ 10,200
================ =================
</TABLE>
See accompanying notes to condensed financial statements.
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
======================================
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for the three
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 PARTNERS AND AFFILIATES
The partnership has a management and service agreement with a wholly
owned subsidiary of our corporate general partner pursuant to which we pay a
monthly management fee of 5% of gross revenues. The agreement also provides that
we reimburse the manager for direct expenses incurred on behalf of the
partnership and the partnership's allocable share of the manager's operational
costs. Charter Communications Holding Company, LLC and its affiliates provide
other corporate management services for the partnership and Enstar Cable of
Cumberland Valley, or the Joint Venture, a Georgia general partnership of which
the partnership is co-general partner. Such services 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 subscribers within
the designated service areas. No such costs and expenses were incurred or
charged to the partnership for these services during the three months ended
March 31, 2000. The manager has entered into an identical agreement with the
Joint Venture, except that the Joint Venture pays the manager only a 4%
management fee. However, the Joint Venture is required to distribute to Enstar
Communications Corporation (which is the corporate general partner of the Joint
Venture as well as of the partnership) an amount equal to 1% of the Joint
Venture's gross revenues in respect of Enstar Communications Corporation's
interest as the corporate general partner of the Joint Venture. No management
fee is payable to the manager by the partnership in respect of any amounts
received by the partnership from the Joint Venture, and there is no duplication
of reimbursed expenses and costs of the manager. The Joint Venture paid the
manager management fees of approximately $65,200 and reimbursement of expenses
of approximately $55,200 under its management agreement for the three months
ended March 31, 2000. In addition, the Joint Venture paid the corporate general
partner approximately $16,300 in respect of its 1% special interest during the
three months ended March 31, 2000. Management fees and reimbursed expenses due
the corporate general partner are non-interest bearing.
The Joint Venture also receives certain system operating management
services from Charter and other 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 $230,000 for the three months ended March 31, 2000. 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.
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
======================================
2. TRANSACTIONS WITH THE GENERAL PARTNERS 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 Joint Venture for these costs based on an estimate of what the
corporate general partner could negotiate for such programming services for the
15 partnerships managed by the corporate general partner as a group. Charter
charges the Joint Venture for these costs based on its costs. The Joint Venture
recorded programming fee expense of $284,100 for three months ended March 31,
2000. Programming fees are included in service costs in the statements of
operations.
In the normal course of business, the Joint Venture paid interest and
principal to Enstar Finance Company, LLC, its primary lender and a subsidiary of
the corporate general partner, when there were amounts outstanding under the
facility and pays a commitment fee to Enstar Finance Company on the unborrowed
portion of its facility.
3. EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST
Earnings and losses per unit of limited partnership interest is based
on the average number of units outstanding during the periods presented. For
this purpose, earnings and losses have been allocated 99% to the limited
partners and 1% to the general partners. The general partners do not own units
of partnership interest in the partnership, but rather hold a participation
interest in the income, losses and distributions of the partnership.
4. SUBSEQUENT EVENT
On April 20, 2000, the corporate general partner signed a non-binding
letter of intent to sell all of the Joint Venture's cable television systems.
The sale of the Joint Venture's assets is subject to approval by a majority of
the partnership's 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 all of the Joint
Venture's systems as well as certain systems owned by other partnerships under
the common control of the partnership's corporate 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.
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
======================================
5. EQUITY IN NET ASSETS OF JOINT VENTURE
The partnership and an affiliated partnership (Enstar Income/Growth
Program Five-A, L.P.) each own 50% of the Joint Venture. Each of the co-partners
share equally in the profits and losses of the Joint Venture. The investment in
the Joint Venture is accounted for on the equity method. Summarized financial
information for the Joint Venture as of March 31, 2000 and December 31, 1999 and
the results of its operations for the three months ended March 31, 2000 and 1999
have been included. The results of operations for the three months ended March
31, 2000 are not necessarily indicative of results for the entire year.
<TABLE>
<CAPTION>
December 31, March 31,
1999* 2000
------------------ -----------------
(Unaudited)
<S> <C> <C>
Current assets $ 1,361,700 $ 1,670,000
Investment in cable television properties, net 9,104,800 8,695,000
Other assets 55,300 48,600
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$ 10,521,800 $ 10,413,600
================== =================
Current liabilities $ 1,318,600 $ 1,035,200
Venturers' capital 9,203,200 9,378,400
------------------ -----------------
$ 10,521,800 $ 10,413,600
================== =================
</TABLE>
*As presented in the audited financial statements.
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<PAGE>
<TABLE>
<CAPTION>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
======================================
5. EQUITY IN NET ASSETS OF JOINT VENTURE (Continued)
Unaudited
---------------------------------------
Three months ended
March 31,
---------------------------------------
1999 2000
------------------ -----------------
<S> <C> <C>
REVENUES $ 1,711,100 $ 1,630,300
------------------ -----------------
OPERATING EXPENSES:
Service costs 712,600 591,700
General and administrative expenses 284,100 267,700
General Partner management fees
and reimbursed expenses 149,100 136,700
Depreciation and amortization 490,700 451,700
------------------ -----------------
1,636,500 1,447,800
------------------ -----------------
OPERATING INCOME 74,600 182,500
OTHER INCOME (EXPENSE):
Interest income 6,700 12,300
Interest expense (55,400) (19,600)
------------------ -----------------
NET INCOME $ 25,900 $ 175,200
================== =================
</TABLE>
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, 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. In addition to the information
provided herein, reference is made to our Annual Report on Form 10-K for the
year ended December 31, 1999 for additional information regarding such matters
and the effect thereof on the partnership's business.
All of our cable television business operations are conducted through
our participation as a partner with a 50% interest in Enstar Cable of Cumberland
Valley. Our participation is equal to our affiliated partner (Enstar
Income/Growth Program Five-A, L.P.) under the joint venture agreement with
respect to capital contributions, obligations and commitments, and results of
operations. Accordingly in considering our financial condition and results of
operations, 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 our cable television business operations, which began in
January 1988, are conducted through our participation as a partner in the Joint
Venture. The Joint Venture did not distribute cash flow from its operations to
the partnership and the partnership did not pay distributions to its partners
during the three months ended March 31, 2000.
The Joint Venture
-----------------
The Joint Venture's revenues decreased from $1,711,100 to $1,630,300,
or by 4.7%, for the three months ended March 31, 2000 as compared to the first
quarter of 1999. Of the $80,800 decrease, $121,600 was due to decreases in the
number of subscriptions for basic, premium, tier and equipment rental services
and $12,200 was due to decreases in other revenue producing items. The
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
RESULTS OF OPERATIONS (Continued)
decrease was partially offset by a $53,000 increase due to increases in
regulated service rates that the Joint Venture implemented in 1999. As of March
31, 2000, the Joint Venture had approximately 15,300 basic subscribers and 2,200
premium service units.
Service costs decreased from $712,600 to $591,700, or by 17.0%, for
the three months ended March 31, 2000 as compared to the first three months of
1999. Service costs represent costs directly attributable to providing cable
services to customers. The decrease was primarily due to decreases in property
tax assessments and due to lower programming fees resulting from lower rates
that Charter has extended to the Joint Venture.
General and administrative expenses decreased from $284,100 to
$267,700, or by 5.8%, for the three months ended March 31, 2000 as compared to
the corresponding period in 1999, primarily due to decreases in marketing and
bad debt expenses.
Management fees and reimbursed expenses decreased from $149,100 to
$136,700, or by 8.3%, for the three months ended March 31, 2000 as compared to
the first three months of 1999. Management fees decreased in direct relation to
decreased revenues as described above. Reimbursable expenses decreased primarily
as a result of lower allocated corporate office expenses.
Depreciation and amortization expense decreased from $490,700 to
$451,700, or by 7.9%, for the three months ended March 31, 2000 as compared to
the prior year period, due to the effect of certain intangible assets becoming
fully amortized.
Operating income increased from $74,600 to $182,500 for the three
months ended March 31, 2000 as compared to the equivalent period in 1999,
primarily due to decreases in property tax assessments, programming fees and
depreciation and amortization as described above.
Interest income increased from $6,700 to $12,300, or by 83.6%, for the
three months ended March 31, 2000 as compared to the first three months of 1999,
due to higher average cash balances available for investment during the current
year quarter.
Interest expense decreased from $55,400 to $19,600, or by 64.6%, for
the three months ended March 31, 2000 as compared to the first quarter of 1999,
due to the repayment of outstanding borrowings during 1999. Interest expense for
the periods ended March 31, 2000 and 1999 includes commitment fees on the
unborrowed portion of the Joint Venture's loan facility.
Due to the factors described above, net income increased from $25,900
to $175,200 for the three months ended March 31, 2000 as compared to three
months ended March 31, 1999.
Based on its experience in the cable television industry, the Joint
Venture believes 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
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
RESULTS OF OPERATIONS (Continued)
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 increased from 33.0% to
38.9% during the three months ended March 31, 2000, as compared to the
corresponding period in 1999. The increase was primarily due to decreases in
property taxes and programming fees as described above. EBITDA increased from
$565,300 to $634,200, or by 12.2%, as a result.
LIQUIDITY AND CAPITAL RESOURCES
Our primary objective, having invested our net offering proceeds in
the Joint Venture, is to distribute to our partners distributions of cash flow
received from the Joint Venture's operations and proceeds from the sale of the
Joint Venture's cable television systems, if any, after providing for expenses,
debt service and capital requirements relating to the expansion, improvement and
upgrade of such cable television systems.
In accordance with the partnership agreement, the corporate general
partner has implemented a plan for liquidating the partnership. In connection
with that strategy, the corporate general partner has entered into an agreement
with a cable broker to market the Joint Venture's cable systems to third
parties. Should the Joint Venture receive offers from third parties for such
assets and should the corporate general partner enter into an agreement to sell
such assets, the corporate general partner will prepare a proxy or written
consent solicitation for submission to the partnership's limited partners for
the purpose of approving or disapproving such sale. If all of the Joint
Venture's assets are sold, the corporate general partner will proceed to
liquidate the partnership and Joint Venture following the settlement of their
final liabilities. We can give no assurance, however, that we will be able to
generate a sale of the Joint Venture's cable assets.
On April 20, 2000, the corporate general partner signed a non-binding
letter of intent to sell all of the Joint Venture's cable television systems.
The sale of the Joint Venture's assets is subject to approval by a majority of
the partnership's 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 all of the Joint
Venture's systems as well as certain systems owned by other partnerships under
the common control of the partnership's corporate 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.
The Joint Venture relies upon the availability of cash generated from
operations and possible borrowings to fund its ongoing expenses, debt service
and capital requirements. The Joint Venture is required to upgrade its system in
Campbell County, Tennessee under a provision of its franchise agreement. Upgrade
expenditures are budgeted at a total estimated cost of approximately $1,061,000.
The upgrade began in 1998 and $126,100 had been incurred as of March 31, 2000.
The franchise agreement required the project to be completed by January 2000.
The Joint Venture did not meet this requirement, although it has commenced the
upgrade. The franchising authority has not given any indication that it intends
to take action adverse to the Joint Venture as the result of the Joint
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
LIQUIDITY AND CAPITAL RESOURCES (Continued)
Venture's noncompliance with the upgrade requirements in the franchise
agreement. No assurances can be given that the franchising authority will not
take action that is adverse to the Joint Venture. The Joint Venture is budgeted
to spend approximately $697,300 in 2000 for plant extensions, new equipment and
system upgrades, including its upgrade in Tennessee, of which $39,400 had been
incurred as of March 31, 2000.
We believe 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 2000
and beyond. As a result, the Joint Venture intends to use its cash for such
purposes.
The Joint Venture is party to a loan agreement with Enstar Finance
Company. The loan agreement provides for a revolving loan facility of
$1,000,000. The Joint Venture prepaid its outstanding borrowings under the
facility during 1999 and presently has no borrowings outstanding under the loan
facility. The Joint Venture's management expects to increase borrowings under
the facility in the future for system upgrades and other liquidity requirements.
The Joint Venture's facility matures on August 31, 2001, at which time
all amounts then outstanding are due in full. Borrowings bear interest at the
lender's base rate (9.0% at March 31, 2000) plus 0.625%, or at an offshore rate
plus 1.875%. Under certain circumstances, the Joint Venture is required to make
mandatory prepayments, which permanently reduce the maximum commitment under the
facility. The facility contains certain financial tests and other covenants
including, among others, restrictions on incurrence of indebtedness,
investments, sales of assets, acquisitions and other covenants, defaults and
conditions.
The facility does not restrict the payment of distributions to
partners by the partnership unless an event of default exists thereunder or the
Joint Venture's ratio of debt to cash flow is greater than 4 to 1. We believe it
is critical for the Joint Venture to conserve cash and borrowing capacity to
fund its anticipated capital expenditures. Accordingly, the Joint Venture does
not anticipate an increase in distributions to the partnership in order to fund
distributions to unitholders at this time.
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
owned or managed by Falcon Communications through November 12, 1999, and
currently managed by Charter, including those of the Joint Venture.
Approximately 94% of the Joint Venture's subscribers are served by its
system in Monticello, Kentucky and neighboring communities. Significant damage
to the system due to seasonal weather conditions or other events could have a
material adverse effect on the Joint Venture's liquidity and cash flows. The
Joint Venture continues to purchase insurance coverage in amounts its management
views as appropriate for all other property, liability, automobile, workers'
compensation and other types of insurable risks.
-12-
<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
LIQUIDITY AND CAPITAL RESOURCES (Continued)
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
------------------------------------------
Operating activities used $2,300 less cash during the three months
ended March 31, 2000 than in the corresponding period in 1999. Cash provided by
investing activities decreased by $12,000 during the same period due to
decreased distributions from the Joint Venture.
INFLATION
Certain of the Joint Venture's 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 the Joint Venture is able to increase our service rates
periodically, of which there can be no assurance. See "Legislation and
Regulation."
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<PAGE>
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
PART II. OTHER INFORMATION
ITEMS 1-4. Not applicable.
ITEM 5. Other Information.
On April 20, 2000, the corporate general partner signed a
non-binding letter of intent to sell all of the Joint
Venture's cable television systems. The sale of the Joint
Venture's assets is subject to approval by a majority of the
partnership's 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 all of the Joint Venture's
systems as well as certain systems owned by other partnerships
under the common control of the partnership's corporate
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 10.28 - Amendment No. 3 to Loan Agreement between
Enstar Income/Growth Program Five-B, 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/GROWTH PROGRAM FIVE-B, 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
10.28 Amendment No. 3 to Loan Agreement between Enstar Income/Growth Program
Five-B, L.P. and Enstar Finance Company, LLC.
27.1 Financial Data Schedule.
E-1
EXHIBIT 10.28
ENSTAR CABLE OF CUMBERLAND VALLEY
---------------------------------
AMENDMENT NO. 3 TO LOAN AGREEMENT
---------------------------------
Reference is hereby made to that certain Enstar Cable of Cumberland Valley
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 $1,000,000.
2. General. The Loan Agreement as amended hereby is hereby confirmed as
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being in full force and effect.
[The remainder of this page is intentionally left blank]
Page 1 of 3
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 3
to Loan Agreement to be signed by its duly authorized officer and/or partner as
of this 10th day of April, 2000.
ENSTAR CABLE OF CUMBERLAND VALLEY.,
a Georgia limited partnership
By: ENSTAR COMMUNICATIONS
CORPORATION,
its general partner
By:/s/ Eloise A. Engman
---------------------
Eloise A. Engman
Title: Vice President
----------------
ENSTAR CABLE OF CUMBERLAND VALLEY,
a Georgia general partnership
By: ENSTAR COMMUNICATIONS
CORPORATION,
a General Partner
By:/s/ Eloise A. Engman
---------------------
Eloise A. Engman
Title: Vice President
----------------
By: ENSTAR INCOME/GROWTH PROGRAM
FIVE-A, L.P., a Georgia limited
partnership, a General Partner
By: ENSTAR COMMUNICATIONS
CORPORATION,
its general partner
By:/s/ Eloise A. Engman
---------------------
Eloise A. Engman
Title: Vice President
----------------
Page 2 of 3
<PAGE>
By: ENSTAR INCOME/GROWTH PROGRAM
FIVE-B, L.P., a Georgia limited
partnership, a General Partner
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 3 of 3
<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 Cable of Cumberland Valley. Said Amendment No. 3
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
---------------------------------------------------
<TABLE> <S> <C>
<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> 0000805392
<NAME> Enstar 5-B
<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> 10,200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,699,400
<CURRENT-LIABILITIES> 22,800
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,699,400
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 26,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 61,500
<INCOME-TAX> 0
<INCOME-CONTINUING> 61,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61,500
<EPS-BASIC> 1.02
<EPS-DILUTED> 0
</TABLE>
