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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
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: 000-13333
ENSTAR INCOME PROGRAM 1984-1, L.P.
- --------------------------------------------------------------------------------
(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
incorporation or organization) Identification Number)
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 965-0555
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Units of Limited Partnership Interest None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting equity securities held by
non-affiliates of the registrant: All of the registrant's 29,940 units of
limited partnership interests, its only class of equity securities, are held by
non-affiliates. There is no public trading market for the units, and transfers
of units are subject to certain restrictions; accordingly, the registrant is
unable to state the market value of the units held by non-affiliates.
The Exhibit Index is located at Page E-1.
ENSTAR INCOME PROGRAM 1984-1, L.P.
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I PAGE
-----
Item 1. Business...................................................................... 3
Item 2. Properties.................................................................... 15
Item 3. Legal Proceedings............................................................. 15
Item 4. Submission of Matters to a Vote of Security Holders........................... 15
PART II
Item 5. Market for the Registrant's Equity Securities and Related Security Holder
Matters....................................................................... 17
Item 6. Selected Financial Data....................................................... 18
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................... 18
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.................... 26
Item 8. Financial Statements and Supplementary Data................................... 26
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...................................................... 26
PART III
Item 10. Directors and Executive Officers of the Registrant............................ 27
Item 11. Executive Compensation........................................................ 28
Item 12. Security Ownership of Certain Beneficial Owners and Management................ 28
Item 13. Certain Relationships and Related Transactions................................ 30
PART IV
Item 14. Controls and Procedures....................................................... 32
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............. 32
SIGNATURES .............................................................................. 33
CERTIFICATIONS .............................................................................. 34
This Annual Report on Form 10-K is for the year ended December 31, 2002. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. The Securities and Exchange Commission (SEC) allows us to "incorporate
by reference" information that we file with the SEC, which means that we can
disclose important information to you by referring you directly to those
documents. Information incorporated by reference is considered to be part of
this Annual Report. In addition, information that we file with the SEC in the
future will automatically update and supersede information contained in this
Annual Report. In this Annual Report, "we," "us," and "our" refers to Enstar
Income Program 1984-1, L.P.
PART I
ITEM 1. BUSINESS
INTRODUCTION
Enstar Income Program 1984-1, L.P., a Georgia limited partnership (the
"Partnership"), is engaged in the ownership and operation of cable television
systems serving approximately 5,600 basic customers at December 31, 2002 in and
around the cities of Bolivar, Brownsville and Covington, Tennessee and Snow
Hill, North Carolina. The Partnership was formed December 12, 1983 by a
partnership agreement, as amended (the "Partnership Agreement"), to acquire,
construct, improve, develop and operate cable television systems. The
Partnership Agreement provides for Enstar Communications Corporation (the
"Corporate General Partner") and Robert T. Graff, Jr. to be the General Partner
and for the admission of Limited Partners through the sale of interests in the
Partnership.
On September 30, 1988, Falcon Cablevision, a California limited partnership,
purchased all of the outstanding capital stock of the General Partner. On
September 10, 1993, the Corporate General Partner purchased the general
partnership interest held by Robert Graff, Jr., the individual general partner,
in Enstar Income Program 1984-1, L.P. and five affiliated partnerships. The
purchase was made pursuant to an agreement dated August 9, 1988, and amended
September 10, 1993, by and among Enstar Communications Corporation, Falcon
Cablevision and Robert Graff, Jr. Following the purchase, Enstar Communications
Corporation became the sole general partner of Enstar Income Program 1984-1,
L.P.
The General Partner of the Partnership is the Corporate General Partner. Since
its incorporation in 1982, the Corporate General Partner has been engaged in the
cable/telecommunications business, both as a General Partner of 14 Limited
Partnerships formed to own and operate cable television systems and through a
wholly-owned operating subsidiary. As of December 31, 2002, the Corporate
General Partner managed cable television systems serving approximately 32,400
basic customers. On November 12, 1999, the Corporate General Partner became an
indirect controlled subsidiary of Charter Communications, Inc. ("Charter"), the
nation's third largest cable operator, serving approximately 6.6 million
customers. The Corporate General Partner is responsible for day-to-day
management of the Partnership and its operations. Charter and its affiliates
provide management and other services to the Partnership, for which they receive
a management fee and reimbursement of expenses. The principal executive offices
of the Partnership and the Corporate General Partner are located at 12405
Powerscourt Drive, St. Louis, MO 63131-0555 and their telephone number is (314)
965-0555.
SALE OF CABLE SYSTEMS
In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Partnership and other affiliated Partnerships of which
the Corporate General Partner is also the general partner. This effort was
undertaken primarily because, based on the Corporate General Partner's
experience in the cable television industry, it was concluded that generally
applicable market conditions and competitive factors were making (and would
increasingly make) it extremely difficult for smaller operators of rural cable
systems (such as the Partnership and the other affiliated partnerships) to
effectively compete and be financially successful. This determination was based
on the anticipated cost of electronics and additional equipment to enable the
Partnership's systems to operate on a two-way basis with improved technical
capacity, insufficiency of the Partnership's cash reserves and cash flows from
operations to finance such expenditures, limited customer growth potential due
to the Partnership's systems' rural location, and a general inability of a small
cable system operator such as the Partnership to benefit from economies of scale
and the ability to combine and integrate systems that large cable operators
have.
The Corporate General Partner believes that if the Partnership were to make
comprehensive additional upgrades to enable the variety of enhanced and
competitive services available in today's marketplace, particularly in light of
the existing and potential overbuilds and the high cost of two-way capability,
the Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, so that making these
upgrades would not be economically prudent. Furthermore, in Covington,
Tennessee, the City launched a competing cable service in April 2002. In
Bolivar, Tennessee, the local municipal utility has received a franchise to
operate a competing cable system, although the municipal utility has not
obtained funds to build a cable system. Thus, only limited plant upgrades have
been made, and generally only where necessary to compete, meet the requirements
of existing franchises, or when believed to be economically viable. In
particular, in 2001 we began to introduce into the Brownsville, Covington and
Snowhill communities the "small system digital" solution described on page 5 to
help preserve the existing customer base, to compete with the overbuild
activities of the City of Covington discussed more fully herein and to provide
additional
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channel capacity as required under the franchise agreement.
As a result of the Corporate General Partner's attempts to sell its systems, on
November 30, 2000, the Partnership completed the closing of the sale of its
cable systems serving Kershaw, South Carolina to an unrelated purchaser for
$5,250,000 (subject to normal closing adjustments). Final proceeds from the
sale, after closing adjustments were $5,229,500, resulting in a gain on sale of
cable system of $4,349,800. On October 10, 2000, a distribution of approximately
$4,938,600, or approximately $165 per limited partnership unit, was made
resulting from this sale.
On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of all of its cable systems to Telecommunications
Management, LLC (Telecommunications Management) for a total sale price of
approximately $3,916,300 (an average of approximately $643 per customer
acquired). This sale is a part of a larger transaction in which the Partnership
and nine other affiliated partnerships (which, together with the Partnership are
collectively referred to as the "Selling Partnerships") would sell all of their
remaining assets used in the operation of their respective cable systems to
Telecommunications Management for a total cash sale price of approximately
$15,341,600 (the Telecommunications Management Sale). The Telecommunications
Management Sale is subject to the approval of a majority of the holders of the
Partnership's units and approval of the holders of the other Selling
Partnerships. In addition, the transaction is subject to certain closing
conditions, including regulatory and franchise approvals. If approved, it is
expected that this sale will close in the first half of 2003, although no
assurance can be given regarding this matter.
On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of all of its cable systems to
Telecommunications Management. The February 6, 2003 side letter amends the asset
purchase agreement and Deposit Escrow Agreement to extend the date of the second
installment of the deposit and the Outside Closing Date each by 60 days. On
April 7, 2003, the second installment of the escrow deposit was due and was not
made. We are currently evaluating our alternatives with respect to this new
development including extending the escrow deposit date.
Upon approval of the Limited Partners and the sale of all of the remaining cable
systems, the Partnership will be liquidated and all remaining assets distributed
to the Limited Partners and the Corporate General Partner.
The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.
DESCRIPTION OF PARTNERSHIP'S SYSTEMS
The table below sets forth operating statistics for our cable television systems
as of December 31, 2002:
AVERAGE
MONTHLY
PREMIUM REVENUE
HOMES BASIC BASIC SERVICE PREMIUM PER BASIC
SYSTEM NAME PASSED(1) CUSTOMERS PENETRATION(2) UNITS(3) PENETRATION(4) CUSTOMER(5)
- ----------- --------- --------- ------------- -------- -------------- -----------
Snow Hill, NC 5,300 1,400 26.4% 1,300 92.9% $ 41.40
Brownsville, TN 16,500 4,200 25.5% 1,300 31.0% $ 50.51
------ ----- ------
Total 21,800 5,600 25.7% 2,600 46.4% $ 48.24
====== ===== ======
(1) Homes passed refers to our estimates of the approximate number of
dwelling units in a particular community that can be connected to our
cable systems without any further extension of principal transmission
lines. Estimates are based upon a variety of sources, including billing
records, house counts, city directories and other local sources.
(2) Basic penetration represents basic customers as a percentage of homes
passed by cable transmission lines.
(3) Premium service units include only single channel services offered for a
monthly fee per channel and do not include tiers of channels offered as
a package for a single monthly fee.
(4) Premium penetration represents premium service units as a percentage of
homes subscribing to cable service. A customer may purchase more than
4
one premium service, each of which is counted as a separate premium
service unit. This ratio may be greater than 100% if the average
customer subscribes for more than one premium service.
(5) Average monthly revenue per basic customer has been computed based on
revenue for the year ended December 31, 2002, divided by twelve months,
divided by the actual number of basic customers at the end of the year.
SERVICES, MARKETING AND PRICES
Our cable television systems offer customers various levels of cable services
consisting of:
- - broadcast television signals of local network, independent and educational
stations;
- - a limited number of television signals originating from distant cities, such
as WGN;
- - various satellite delivered, non-broadcast channels, such as CNN, MTV, The
USA Network, ESPN, TNT, and The Disney Channel;
- - programming originated locally by the cable television system, such as
public, educational and government access programs; and
- - digital services in the Snow Hill, North Carolina and Brownsville and
Covington, Tennessee franchise areas using small system digital (SSD)
technology. SSD is a limited upgrade of the system which allows more channel
capacity, but does not enable two-way service or allow for other interactive
services.
For an extra monthly charge, our cable television systems also offer premium
television services to their customers. These services, such as HBO and
Showtime, are satellite channels that consist principally of feature films, live
sporting events, concerts and other special entertainment features, usually
presented without commercial interruption. See "Regulation and Legislation."
A customer generally pays an initial installation charge and fixed monthly fees
for basic, expanded basic, other tiers of satellite services and premium
programming services. Such monthly service fees constitute the primary source of
revenues for our cable television systems. In addition to customer revenues, our
cable television systems receive revenues from the sale of available advertising
spots on advertiser-supported programming and also offer to our customers home
shopping services, which pay the Partnership a share of revenues from sales of
products to our customers, in addition to paying us a separate fee in return for
carrying their shopping service.
Our marketing strategy is to provide added value to increasing levels of
subscription services through packaging. In addition to the basic service
package, customers in substantially all of our cable television systems may
purchase additional unregulated packages of satellite delivered services and
premium services. Our service options vary from system to system, depending upon
a cable system's channel capacity and viewer interests. In some cable television
systems, we offer discounts to customers who purchase premium services on a
limited trial basis in order to encourage a higher level of service
subscription. We also have a coordinated strategy for retaining customers that
includes televised retention advertising to reinforce the initial decision to
subscribe and encourage customers to purchase higher service levels.
Rates for services also vary from market to market and according to the type of
services selected. Under the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act"), most cable television systems
are subject to rate regulation of the basic service tier, the charges for
installation of cable service, and the rental rates for customer premises
equipment such as converter boxes and remote control devices. These rate
regulation provisions affect all of our cable television systems not deemed to
be subject to effective competition under the Federal Communications
Commission's ("FCC") definition. Currently, none of our cable television systems
are subject to effective competition. See "Regulation and Legislation."
At December 31, 2002, our monthly prices for basic cable service for residential
customers, including certain discounted prices, ranged from $24.52 to $25.05 and
our premium price was $11.95, excluding special promotions offered periodically
in conjunction with our marketing programs. A one-time installation fee, which
we may wholly or partially waive during a promotional period, is usually charged
to new customers. We charge commercial customers, such as hotels, motels and
hospitals, a negotiated, non-recurring fee for installation of service and
monthly fees based upon a standard discounting procedure. We offer most
multi-unit dwellings a negotiated bulk price in exchange for single-point
billing and basic service to all units. These prices are also subject to
regulation.
5
PROGRAMMING
We purchase basic and premium programming for our systems from Charter based on
Charter's actual cost. Charter's programming costs are generally based on a
fixed fee per customer or a percentage of the gross receipts for the particular
service. Charter's programming contracts are generally for a fixed period of
time and are subject to negotiated renewal. Accordingly, no assurances can be
given that Charter's, and correspondingly our, programming costs will not
continue to increase substantially in the near future, or that other materially
adverse terms will not be added to Charter's programming contracts. We believes,
however, that Charter's relations with its programming suppliers generally are
good.
Our cable programming costs have increased in recent years due to additional
programming being provided to basic customers and are expected to continue to
increase due to increased costs to produce or purchase cable programming (with
particularly significant increases occurring with respect to sports
programming), inflationary increases and other factors. In addition, we face
higher costs to carry local broadcast channels who elect retransmission carriage
agreements.
CABLE SYSTEM AND TECHNOLOGY
A cable television system receives television, radio and data signals at the
system's headend site by means of over-the-air antennas, microwave relay systems
and satellite earth stations. These signals are then modulated, amplified and
distributed, primarily through coaxial and fiber optic distribution systems, to
customers who pay a fee for this service.
The Partnership's capital expenditures for recent upgrades have been made with
available funds, primarily designed to compete with municipal owned cable
systems and to satisfy the requirements of franchise agreements. These upgrades
have enhanced the economic value of the Partnership's systems. The Partnership
has four headends that generally operate at 300-330 megahertz. As a result of
limited plant and technological upgrades already made, the franchises fed from
the Snow Hill, North Carolina and Covington, Tennessee headend have a small
system digital solution that allows for additional cable channels to be offered
through the system's existing cable system architecture. The small system
digital technology includes a digital set top terminal, an interactive
electronic programming guide, 45 channels of CD quality digital music, a menu of
pay-per-view channels and at least 30 additional digital channels. The small
system digital upgrade, however, does not enable two-way service or allow for
other interactive services. Small system digital may also offer customers one or
more premium channels with "multiplexes." Multiplexes give customers access to
several different versions of the same premium channels which are varied as to
time of broadcast (such as east and west coast time slots) or programming
content and theme (such as westerns and romance). The Bolivar and Brownsville
headends have no available channel capacity to accommodate the addition of new
channels or to provide pay-per-view offerings to customers.
Significant capital would be required for a comprehensive plant and headend
upgrade particularly in light of the high cost of electronics to enable two-way
service, to offer high speed cable modem Internet service and other interactive
services, as well as to increase channel capacity and allow a greater variety of
video services. The estimated cost of all of these comprehensive upgrades would
be approximately $12.2 million (for an upgrade to 550 megahertz capacity) and
$14.6 million (for an upgrade to 870 megahertz capacity). Given the potential
and existing overbuilds that exist in Tennessee, the high cost of this
comprehensive upgrade plan, the limited funds available, pending sale
transactions, and the belief that such a plan is not economically prudent, the
Corporate General Partner does not presently anticipate that it will proceed
with a comprehensive upgrade plan. Thus, only limited plant upgrades have been
made, and generally only when necessary to compete, meet requirements of
existing franchises, or when believed to be economically viable. In particular,
in 2001 we began to introduce into the Brownsville, Covington and Snowhill
communities the "small system digital" solution described on page 5 to help
preserve the existing customer base, to compete with the overbuild activities of
the city of Covington discussed more fully herein and to provide additional
channel capacity as required under the franchise agreement.
CUSTOMER SERVICE AND COMMUNITY RELATIONS
We continually strive to improve customer service and strengthen community
relations and believe that success in these areas is critical to our business.
We rely upon Charter pursuant to the management services agreement to assist us
with customer service and community relations. We are also committed to
fostering strong community relations in the towns and cities we serve. We
support local charities and community causes in various ways. We also
participate in the "Cable in the Classroom" program, whereby cable television
companies throughout the United States provide schools with free cable
television service. In addition, we install and provide free basic cable service
to public schools, government buildings and non-profit hospitals in many of the
communities in which we operate.
6
FRANCHISES
As of December 31, 2002, we operated cable systems in 17 franchise areas,
pursuant to permits and similar authorizations issued by local and state
governmental authorities. Each franchise is awarded by a governmental authority
and may not be transferable unless the granting governmental authority consents.
Most franchises are subject to termination proceedings in the event of a
material breach. In addition, franchises can require us to pay the granting
authority a franchise fee of up to 5% of gross revenues as defined by the
franchise agreements, which is the maximum amount that may be charged under the
applicable law.
Prior to the scheduled expiration of most franchises, we initiate renewal
proceedings with the granting authorities. The Cable Communications Policy Act
of 1984 (the "1984 Cable Act") provides for, among other things, an orderly
franchise renewal process in which franchise renewal will not be unreasonably
withheld. If renewal is denied, the franchising authority may acquire ownership
of the system or effect a transfer of the system to another person. The operator
generally is entitled to the fair market value for the system covered by such
franchise, but no value may be attributed to the franchise itself. In addition,
the 1984 Cable Act, as amended by the 1992 Cable Act, establishes comprehensive
renewal procedures which require that an incumbent franchisee's renewal
application be assessed on its own merit and not as part of a comparative
process with competing applications. See "Regulation and Legislation." In
connection with the franchise renewal process, many governmental authorities
require the cable operator to make certain commitments, such as technological
upgrades to the system. Although historically we have been able to renew our
franchises without incurring significant costs, we cannot assure you that any
particular franchise will be renewed or that it can be renewed on commercially
favorable terms. Our failure to obtain renewals of our franchises, especially
those where we have the most customers, would have a material adverse effect on
our business, results of operations and financial condition.
Under the 1996 Telecommunications Act ("1996 Telecom Act"), state and local
authorities are prohibited from limiting, restricting or conditioning the
provision of telecommunications services. They may, however, impose
"competitively neutral" requirements and manage the public rights-of-way.
Granting authorities may not require a cable operator to provide
telecommunications services or facilities, other than institutional networks, as
a condition of an initial franchise grant, a franchise renewal, or a franchise
transfer. The 1996 Telecom Act also limits franchise fees to an operator's
cable-related revenues and clarifies that they do not apply to revenues that a
cable operator derives from providing new telecommunications services.
Cable television systems are generally constructed and operated under
non-exclusive franchises granted by local governmental authorities. The
franchise agreements typically contain many conditions, such as time limitations
on commencement and completion of construction; conditions of service, including
number of channels, types of programming and the provision of free service to
schools and other public institutions; and the maintenance of insurance and
indemnity bonds. The provisions of local franchise agreements are subject to
federal regulation under the 1984 Cable Act, the 1992 Cable Act and the 1996
Telecom Act. See "Regulation and Legislation."
The following table groups the franchises of our cable television systems by
date of expiration and presents the number of franchises for each group of
franchises and the approximate number and percentage of basic customers for each
group as of December 31, 2002:
NUMBER OF PERCENTAGE OF
NUMBER OF BASIC BASIC
YEAR OF FRANCHISE EXPIRATION FRANCHISES CUSTOMERS CUSTOMERS
- ---------------------------- ---------- --------- ---------
Prior to 2004 3 1,000 17.9%
2004 - 2008 11 1,300 23.2%
2009 and after 3 3,300 58.9%
------ ------- -------
Total 17 5,600 100.0%
====== ======= =======
As of December 31, 2002, franchise agreements have expired in three of our
franchise areas where we serve approximately 1,000 basic customers. We continue
to serve these customers while we are in negotiations to transfer and renew the
franchise agreements and continue to pay franchise fees to the franchise
authorities. We operate cable television systems which serve multiple
communities. As of December 31, 2002, all areas were served by franchises.
Our franchise agreement with the City of Covington, Tennessee ("the City")
expired in 1994. By agreement with the City, we have continued to operate the
cable system in Covington and pay franchise fees to the City on a month-
7
to-month basis until a new franchise agreement is reached. In March 2000, the
Corporate General Partner submitted a renewal proposal to the City on our
behalf. In November 2000, the City sold municipal bonds to finance construction
of a municipally-owned cable system. The City completed the construction project
in the first quarter of 2002 and since April 2002 has been actively competing
with us. Since that time we have lost approximately 1,200 customers.
In July 2002, we received a letter from the City Attorney advising us that we
may not operate within the city limits and demanding we discontinue service
within thirty days. On August 7, 2002, the Corporate General Partner filed a
lawsuit on behalf of us in the United States District Court for the Western
District of Tennessee against the City, the Covington Electric System Board of
Public Utilities and Covington Cable. We allege that the City and other
defendants are unlawfully attempting to shut down our cable television system in
Covington, in order to eliminate competition to the new City-owned cable system.
We also allege that the City failed to follow the federal statutory procedures
governing the renewal of a cable television franchise and is now attempting to
shut down our cable system, without having complied with those procedures or
even formally having denied the numerous renewal proposals, in contravention of
federal law. We seek a declaration from the Court that the City's actions are
unlawful and violate the 1992 Cable Act, franchise provisions, federal antitrust
laws, state common law, the Tennessee Consumer Protection Act and both the
United States and Tennessee Constitutions. We are also seeking a preliminary
injunction against all three defendants. The defendants have agreed to take no
action against our provision of services in Covington until the Court has ruled
on the motion for preliminary injunction.
If we are unsuccessful in the lawsuit, we may have to terminate our operations
in the City of Covington. The loss of our franchise and the related loss of
customers would have a significant adverse impact on our financial condition and
operating results. In addition, the City of Covington is exploring the
possibility of extending its cable system into the surrounding County of Tipton,
another of our franchise areas. We believe that if the City of Covington extends
its plant into the county the loss of customers would have an adverse effect on
our financial condition and result of operations. An impairment charge of
$423,100 was recorded in the fourth quarter of 2002 on Brownsville's property,
plant and equipment and franchise costs, which includes all properties served by
the Brownsville headend, namely Covington, Bolivar and Brownsville.
Collectively, the properties had a carrying value after the impairment charge of
$2,614,900 at December 31, 2002. The Brownsville headend constitutes
approximately 76.8% of our total property, plant and equipment.
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. We have continued to operate the 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 was built, the loss of customers would have an adverse impact on our
financial condition and results of operations. As of December 31, 2002, we had
approximately 1,000 basic customers in the City of Bolivar and approximately 500
in the City of Covington.
COMPETITION
We face competition in the areas of price, services, and service reliability. We
compete with other providers of television signals and other sources of home
entertainment. We operate in a very competitive business environment which can
adversely affect our business and operations.
Through business developments such as the merger of Comcast Corp. and AT&T
Broadband, the largest and third largest cable providers in the country and the
merger of America Online, Inc. (AOL) and Time Warner Inc., customers have come
to expect a variety of services from a single provider. While these mergers are
not expected to have a direct or immediate impact on our business, they
encourage providers of cable and telecommunications services to expand their
service offerings, as cable operators recognize the competitive benefits of a
large customer base and expanded financial resources.
Our key competitors include:
DBS. Direct broadcast satellite, known as DBS, is a significant competitor to
cable systems. The DBS industry has grown rapidly over the last several years,
far exceeding the growth rate of the cable television industry, and now serves
more than 19 million subscribers nationwide. DBS service allows the subscriber
to receive video and high-
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speed Internet access services directly via satellite using a relatively small
dish antenna, provided the customer enables two-way communication through a
separate telephone connection.
Video compression technology and high powered satellites allow DBS providers to
offer more than 200 digital channels from a single 32 transponder satellite,
thereby surpassing the typical analog cable system. In 2002, major DBS
competitors offered a greater variety of channel packages, and were especially
competitive at the lower end pricing. In addition, while we continue to believe
that the initial investment by a DBS customer exceeds that of a cable customer,
the initial equipment cost for DBS has decreased substantially, as the DBS
providers have aggressively marketed offers to new customers of incentives for
discounted or free equipment, installation and multiple units. DBS providers
have a national service and are able to establish a national image and branding
with standardized offerings, which together with their ability to avoid
franchise fees of up to 5% of revenues, leads to greater efficiencies and lower
costs in the lower tiers of service. However, we believe that some consumers
continue to prefer our stronger local presence in our markets.
DBS companies historically were prohibited from retransmitting popular local
broadcast programming. However, a change to the copyright laws in 1999
eliminated this legal impediment. As a result, DBS companies now may retransmit
such programming, once they have secured retransmission consent from the popular
broadcast stations they wish to carry, and honor mandatory carriage obligations
of less popular broadcast stations in the same television markets. In response
to the legislation, DirecTV, Inc. and EchoStar Communications Corporation have
begun carrying the major network stations in the nation's top television
markets. DBS, however, is limited in the local programming it can provide
because of the current capacity limitations of satellite technology, and the DBS
companies currently offer local broadcast programming only in the larger U.S.
markets.
Broadcast Television. Cable television has long competed with broadcast
television, which consists of television signals that the viewer is able to
receive without charge using an "off-air" antenna. The extent of such
competition is dependent upon the quality and quantity of broadcast signals
available through "off-air" reception compared to the services provided by the
local cable system. Traditionally, cable television has provided a higher
picture quality and more channel offerings than broadcast television. However,
the recent licensing of digital spectrum by the Federal Communications
Commission will provide traditional broadcasters with the ability to deliver
high definition television pictures and multiple digital-quality program
streams, as well as advanced digital services such as subscription video and
data transmission.
9
Traditional Overbuilds. Cable television systems are operated under
non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area. It is possible that a franchising
authority might grant a second franchise to another cable operator and that such
a franchise might contain terms and conditions more favorable than those
afforded us. In addition, entities willing to establish an open video system,
under which they offer unaffiliated programmers non-discriminatory access to a
portion of the system's cable system, may be able to avoid local franchising
requirements. Well-financed businesses from outside the cable industry, such as
public utilities that already possess fiber optic and other transmission lines
in the areas they serve, may over time become competitors. There are a number of
cities that have constructed their own cable systems, in a manner similar to
city-provided utility services. There also has been interest in traditional
overbuilds by private companies. Constructing a competing cable system is a
capital intensive process which involves a high degree of risk. We believe that
in order to be successful, a competitor's overbuild would need to be able to
serve the homes and businesses in the overbuilt area on a more cost-effective
basis than us. Any such overbuild operation would require either significant
access to capital or access to facilities already in place that are capable of
delivering cable television programming.
As described above under the heading "Franchises," the City of Covington,
Tennessee operates a competing cable system and the City of Bolivar, Tennessee
is a potential overbuilder. Since the City of Covington, Tennessee began
operation of their cable system in the first quarter of 2002 our customers have
decreased by approximately 1,200. Although the Bolivar municipal utility has not
obtained funds to build a cable system, we believe that if a competing system
were built, the loss of customers would have an adverse impact on our financial
condition and results of operations.
Telephone Companies and Utilities. The competitive environment has been
significantly affected by technological developments and regulatory changes
enacted under the 1996 Telecom Act, which was designed to enhance competition in
the cable television and local telephone markets. Federal cross-ownership
restrictions historically limited entry by local telephone companies into the
cable business. The 1996 Telecom Act modified this cross-ownership restriction,
making it possible for local exchange carriers, who have considerable resources,
to provide a wide variety of video services competitive with services offered by
cable systems.
Although telephone companies can lawfully enter the cable television business,
activity in this area is currently quite limited. We cannot predict the
likelihood of success of the broadband services offered by our competitors or
the impact on us of such competitive ventures. The entry of telephone companies
as direct competitors in the video marketplace may become more widespread and
could adversely affect the profitability and valuation of established cable
systems.
Additionally, we are subject to competition from utilities which possess fiber
optic transmission lines capable of transmitting signals with minimal signal
distortion.
10
Private Cable. Additional competition is posed by satellite master antenna
television systems known as "SMATV systems" serving multiple dwelling units,
referred to in the cable industry as "MDUs", such as condominiums, apartment
complexes, and private residential communities. These private cable systems may
enter into exclusive agreements with such MDUs, which may preclude operators of
franchise systems from serving residents of such private complexes. Private
cable systems can offer both improved reception of local television stations and
many of the same satellite-delivered program services that are offered by cable
systems. SMATV systems currently benefit from operating advantages not available
to franchised cable systems, including fewer regulatory burdens and no
requirement to service low density or economically depressed communities.
Exemption from regulation may provide a competitive advantage to certain of our
current and potential competitors. The Federal Communications Commission ruled
in 1998 that private cable operators can lease video distribution capacity from
local telephone companies and distribute cable programming services over public
rights-of-way without obtaining a cable franchise. In 1999, both the Fifth and
Seventh Circuit Courts of Appeals upheld this Federal Communications Commission
policy.
Wireless Distribution. Cable television systems also compete with wireless
program distribution services such as multi-channel multipoint distribution
systems or "wireless cable," known as MMDS. MMDS uses low-power microwave
frequencies to transmit television programming over-the-air to paying customers.
Wireless distribution services generally provide many of the programming
services provided by cable systems, and digital compression technology is likely
to increase significantly the channel capacity of their systems. Both analog and
digital MMDS services require unobstructed "line of sight" transmission paths.
REGULATION AND LEGISLATION
The following summary addresses the key regulatory developments and legislation
affecting the cable industry.
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The operation of a cable system is extensively regulated by the Federal
Communications Commission, some state governments and most local governments.
The Federal Communications Commission has the authority to enforce its
regulations through the imposition of substantial fines, the issuance of cease
and desist orders and/or the imposition of other administrative sanctions, such
as the revocation of Federal Communications Commission licenses needed to
operate certain transmission facilities used in connection with cable
operations. The 1996 Telecom Act altered the regulatory structure governing the
nation's communications providers. It removed barriers to competition in both
the cable television market and the local telephone market. Among other things,
it reduced the scope of cable rate regulation and encouraged additional
competition in the video programming industry by allowing local telephone
companies to provide video programming in their own telephone service areas.
The 1996 Telecom Act required the Federal Communications Commission to undertake
a number of implementing rulemakings. Moreover, Congress and the Federal
Communications Commission have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect our
operations.
Cable Rate Regulation. The 1992 Cable Act imposed an extensive rate regulation
regime on the cable television industry, which limited the ability of cable
companies to increase subscriber fees. Under that regime, all cable systems were
subjected to rate regulation, unless they faced "effective competition" in their
local franchise area. Federal law defines "effective competition" on a
community-specific basis as requiring satisfaction of certain conditions. These
conditions are not typically satisfied in the current marketplace; hence, most
cable systems potentially are subject to rate regulation. However, with the
rapid growth of DBS, it is likely that additional cable systems will soon
qualify for "effective competition" and thereby avoid further rate regulation.
Although the Federal Communications Commission established the underlying
regulatory scheme, local government units, commonly referred to as local
franchising authorities, are primarily responsible for administering the
regulation of the lowest level of cable service--the basic service tier, which
typically contains local broadcast stations and public, educational, and
government access channels. Before a local franchising authority begins basic
service rate regulation, it must certify to the Federal Communications
Commission that it will follow applicable federal rules. Many local franchising
authorities have voluntarily declined to exercise their authority to regulate
basic service rates. Local franchising authorities also have primary
responsibility for regulating cable equipment rates. Under federal law, charges
for various types of cable equipment must be unbundled from each other and from
monthly charges for programming services.
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For regulated cable systems, the basic service tier rate increases are governed
by a complicated price cap scheme devised by the Federal Communications
Commission that allows for the recovery of inflation and certain increased
costs, as well as providing some incentive for system upgrades. Operators also
have the opportunity to bypass this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Cost-of-service regulation is a traditional form of rate
regulation, under which a utility is allowed to recover its costs of providing
the regulated service, plus a reasonable profit.
Cable programming service tiers, which are the expanded basic programming
packages that offer services other than basic programming and which typically
contain satellite-delivered programming, were historically rate regulated by the
Federal Communications Commission. Under the 1996 Telecom Act, however, the
Federal Communications Commission's authority to regulate cable programming
service tier rates expired on March 31, 1999. The Federal Communications
Commission still adjudicates cable programming service tier complaints filed
prior to that date, but strictly limits its review, and possible refund orders,
to the time period prior to March 31, 1999. The elimination of cable programming
service tier regulation affords us substantially greater pricing flexibility,
subject to competitive factors and customer acceptance.
Premium cable services offered on a per-channel or per-program basis remain
unregulated under both the 1992 Cable Act and the 1996 Telecom Act. However,
federal law requires that the basic service tier be offered to all cable
subscribers and limits the ability of operators to require purchase of any cable
programming service tier if a customer seeks to purchase premium services
offered on a per-channel or per-program basis. The 1996 Telecom Act also relaxes
existing "uniform rate" requirements by specifying that uniform rate
requirements do not apply where the operator faces "effective competition," and
by exempting bulk discounts to multiple dwelling units, although complaints
about predatory pricing still may be made to the Federal Communications
Commission.
Cable Entry into Telecommunications and Pole Attachment Rates. The 1996 Telecom
Act creates a more favorable environment for us to provide telecommunications
services beyond traditional video delivery. It provides that no state or local
laws or regulations may prohibit or have the effect of prohibiting any entity
from providing any interstate or intrastate telecommunications service. States
are authorized, however, to impose "competitively neutral" requirements
regarding universal service, public safety and welfare, service quality, and
consumer protection. State and local governments also retain their authority to
manage the public rights-of-way and may require reasonable, competitively
neutral compensation for management of the public rights-of-way when cable
operators provide telecommunications service. The favorable pole attachment
rates afforded cable operators under federal law can be gradually increased by
utility companies owning the poles if the operator provides
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telecommunications service, as well as cable service, over its plant. The
Federal Communications Commission clarified that a cable operator's favorable
pole rates are not endangered by the provision of Internet access, and that
approach ultimately was upheld by the United States Supreme Court.
Cable entry into telecommunications will be affected by the rulings and
regulations implementing the 1996 Telecom Act, including the rules governing
interconnection. A cable operator offering telecommunications services generally
needs efficient interconnection with other telephone companies to provide a
viable service. A number of details designed to facilitate interconnection are
subject to ongoing regulatory and judicial review, but the basic obligation of
incumbent telephone companies to interconnect with competitors, such as cable
companies offering telephone service, is well established. Even so, the economic
viability of different interconnection arrangements can be greatly affected by
regulatory changes. Consequently, we cannot predict whether reasonable
interconnection terms will be available in any particular market we may choose
to enter.
Telephone Company Entry into Cable Television. The 1996 Telecom Act allows
telephone companies to compete directly with cable operators by repealing the
historic telephone company/cable cross-ownership ban. Local exchange carriers
can now compete with cable operators both inside and outside their telephone
service areas with certain regulatory safeguards. Because of their resources,
local exchange carriers could be formidable competitors to traditional cable
operators. Various local exchange carriers already are providing video
programming services within their telephone service areas through a variety of
distribution methods.
Under the 1996 Telecom Act, local exchange carriers or any other cable
competitor providing video programming to subscribers through broadband wire
should be regulated as a traditional cable operator, subject to local
franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. Even then, the Federal Communications Commission revised
its open video system policy to leave franchising discretion to state and local
authorities. It is unclear what effect this ruling will have on the entities
pursuing open video system operation.
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Although local exchange carriers and cable operators can now expand their
offerings across traditional service boundaries, the general prohibition remains
on local exchange carrier buyouts of cable systems serving an overlapping
territory. Cable operator buyouts of overlapping local exchange carrier systems,
and joint ventures between cable operators and local exchange carriers in the
same market, also are prohibited. The 1996 Telecom Act provides a few limited
exceptions to this buyout prohibition, including a carefully circumscribed
"rural exemption." The 1996 Telecom Act also provides the Federal Communications
Commission with the limited authority to grant waivers of the buyout
prohibition.
Electric Utility Entry into Telecommunications/Cable Television. The 1996
Telecom Act provides that registered utility holding companies and subsidiaries
may provide telecommunications services, including cable television,
notwithstanding the Public Utility Holding Company Act of 1935. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the Federal Communications
Commission for operating authority. Like telephone companies, electric utilities
have substantial resources at their disposal, and could be formidable
competitors to traditional cable systems. Several such utilities have been
granted broad authority by the Federal Communications Commission to engage in
activities which could include the provision of video programming.
Additional Ownership Restrictions. The 1996 Telecom Act eliminated a statutory
restriction on broadcast network/cable cross-ownership, but left in place
existing Federal Communications Commission regulations prohibiting local
cross-ownership between co-located television stations and cable systems. The
District of Columbia Circuit Court of Appeals subsequently struck down this
remaining broadcast/cable cross-ownership prohibition, and the Federal
Communications Commission has now eliminated the prohibition.
Pursuant to the 1992 Cable Act, the Federal Communications Commission adopted
rules precluding a cable system from devoting more than 40% of its activated
channel capacity to the carriage of affiliated national video program services.
Also pursuant to the 1992 Cable Act, the Federal Communications Commission
adopted rules that preclude any cable operator from serving more than 30% of all
U.S. domestic multichannel video subscribers, including cable and direct
broadcast satellite subscribers. The D.C. Circuit Court of Appeals struck down
these vertical and horizontal ownership limits as unconstitutional, concluding
that the Federal Communications Commission had not adequately justified the
specific rules (i.e., the 40% and 30% figures) adopted. The Federal
Communications Commission is now considering replacement regulations.
15
Must Carry/Retransmission Consent. The 1992 Cable Act contains broadcast signal
carriage requirements. Broadcast signal carriage is the transmission of
broadcast television signals over a cable system to cable customers. These
requirements, among other things, allow local commercial television broadcast
stations to elect once every three years between "must carry" status or
"retransmission consent" status. Less popular stations typically elect must
carry, which is the broadcast signal carriage rule that allows local commercial
television broadcast stations to require a cable system to carry the station.
More popular stations, such as those affiliated with a national network,
typically elect retransmission consent which is the broadcast signal carriage
rule that allows local commercial television broadcast stations to negotiate for
payments for granting permission to the cable operator to carry the stations.
Must carry requests can dilute the appeal of a cable system's programming
offerings because a cable system with limited channel capacity may be required
to forego carriage of popular channels in favor of less popular broadcast
stations electing must carry. Retransmission consent demands may require
substantial payments or other concessions. Either option has a potentially
adverse effect on our business. The burden associated with must carry may
increase substantially if broadcasters proceed with planned conversion to
digital transmission and the Federal Communications Commission determines that
cable systems simultaneously must carry all analog and digital broadcasts in
their entirety. This burden would reduce capacity available for more popular
video programming and new Internet and telecommunication offerings. The Federal
Communications Commission tentatively decided against imposition of dual digital
and analog must carry in a January 2001 ruling. At the same time, however, it
initiated further fact-gathering which ultimately could lead to a
reconsideration of the tentative conclusion. The Federal Communications
Commission is also considering whether it should maintain its initial ruling
that, whenever a digital broadcast signal does become eligible for must carry, a
cable operator's obligation is limited to carriage of a single digital video
signal. If the Commission reverses itself, and cable operators are required to
carry ancillary digital feeds, the burden associated with digital must carry
could be significantly increased.
Access Channels. Local franchising authorities can include franchise provisions
requiring cable operators to set aside certain channels for public, educational
and governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity, up to 15% in some cases, for
commercial leased access by unaffiliated third parties. The Federal
Communications Commission has adopted rules regulating the terms, conditions and
maximum rates a cable operator may charge for commercial leased access use. We
believe that requests for commercial leased access carriages have been
relatively limited. The Federal Communications Commission rejected a request
that unaffiliated Internet service providers be found eligible for commercial
leased access.
16
Access to Programming. To spur the development of independent cable programmers
and competition to incumbent cable operators, the 1992 Cable Act imposed
restrictions on the dealings between cable operators and cable programmers. Of
special significance from a competitive business position, the 1992 Cable Act
precludes video programmers affiliated with cable companies from favoring cable
operators over new competitors and requires such programmers to sell their
satellite-delivered programming to other multichannel video distributors. This
provision limits the ability of vertically integrated cable programmers to offer
exclusive programming arrangements to cable companies. The Federal
Communications Commission recently extended this exclusivity prohibition to
October 2007. DBS providers have no similar restrictions on exclusive
programming contracts. Pursuant to the Satellite Home Viewer Improvement Act,
the Federal Communications Commission has adopted regulations governing
retransmission consent negotiations between broadcasters and all multichannel
video programming distributors, including cable and DBS.
Inside Wiring; Subscriber Access. In an order dating back to 1997 and largely
upheld in a 2003 reconsideration order, the Federal Communications Commission
established rules that require an incumbent cable operator upon expiration of a
multiple dwelling unit service contract to sell, abandon, or remove "home run"
wiring that was installed by the cable operator in a multiple dwelling unit
building. These inside wiring rules are expected to assist building owners in
their attempts to replace existing cable operators with new programming
providers who are willing to pay the building owner a higher fee, where such a
fee is permissible. In another proceeding, the Federal Communications Commission
has preempted restrictions on the deployment of private antennae on property
within the exclusive use of a condominium owner or tenant, such as balconies and
patios. This Federal Communications Commission ruling may limit the extent to
which we along with multiple dwelling unit owners may enforce certain aspects of
multiple dwelling unit agreements which otherwise prohibit, for example,
placement of digital broadcast satellite receiver antennae in multiple dwelling
unit areas under the exclusive occupancy of a renter. These developments may
make it even more difficult for us to provide service in multiple dwelling unit
complexes.
Other Communications Act Provisions and Regulations of the Federal
Communications Commission. In addition to the Communications Act provisions and
Federal Communications Commission regulations noted above, there are other
statutory provisions and regulations of the Federal Communications Commission
covering such areas as:
- subscriber privacy,
- programming practices, including, among other things,
(1) blackouts of programming offered by a distant broadcast signal carried
on a cable system which duplicates the programming for which a local
broadcast station has secured exclusive distribution rights,
(2) local sports blackouts,
(3) indecent programming,
(4) lottery programming,
(5) political programming,
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(6) sponsorship identification,
(7) children's programming advertisements, and
(8) closed captioning,
- registration of cable systems and facilities licensing,
- maintenance of various records and public inspection files,
- aeronautical frequency usage,
- lockbox availability,
- antenna structure notification,
- tower marking and lighting,
- consumer protection and customer service standards,
- technical standards,
- equal employment opportunity,
- consumer electronics equipment compatibility, and
- emergency alert systems.
The Federal Communications Commission ruled that cable customers must be allowed
to purchase set-top terminals from third parties and established a multi-year
phase-in during which security functions (which would remain in the operator's
exclusive control) would be unbundled from basic converter functions, which
could then be provided by third party vendors. The first phase implementation
date was July 1, 2000. As of January 1, 2005, cable operators will be prohibited
from placing in service new set-top terminals that integrate security functions
and basic converter navigation functions.
The FCC is currently conducting a rulemaking in which it is considering adopting
rules to help implement a recent agreement between major cable operators and
manufacturers of consumer electronics on "plug and play" digital televisions.
The proposed rules would require cable operators to provide "point of
deployment" security modules and support to customer-owned digital televisions
and similar devices already equipped with built-in set-top box functionality.
The rules would also permit the offering of digital programming with certain
copy controls built into the programming, subject to limitations on the use of
those copy controls. These proposed restrictions, if adopted as proposed, would
apply equally to cable operators and to other MVPDs, such as DBS.
Additional Regulatory Policies May Be Added in the Future. The Federal
Communications Commission has initiated an inquiry to determine whether the
cable industry's future provision of interactive services should be subject to
regulations ensuring equal access and competition among service vendors. The
inquiry, which grew out of the Commission's review of the AOL-Time Warner merger
is yet another expression of regulatory concern regarding control over cable
capacity.
Copyright. Cable television systems are subject to federal copyright licensing
covering carriage of television and radio broadcast signals. In exchange for
filing certain reports and contributing a percentage of their revenues to a
federal copyright royalty pool that varies depending on the size of the system,
the number of distant broadcast television signals carried, and the location of
the cable system, cable operators can obtain blanket permission to retransmit
copyrighted material included in broadcast signals. The possible modification or
elimination of this compulsory copyright license is the subject of continuing
legislative review and could adversely affect our ability to obtain desired
broadcast programming. We cannot predict the outcome of this legislative
activity. Copyright clearances for nonbroadcast programming services are
arranged through private negotiations.
18
Cable operators distribute locally originated programming and advertising that
use music controlled by the two principal major music performing rights
organizations, the American Society of Composers, Authors and Publishers and
Broadcast Music, Inc. The cable industry has had a long series of negotiations
and adjudications with both organizations. Although we cannot predict the
ultimate outcome of these industry proceedings or the amount of any license fees
we may be required to pay for past and future use of association-controlled
music, we do not believe such license fees will be significant to our business
and operations.
State and Local Regulation. Cable systems generally are operated pursuant to
nonexclusive franchises granted by a municipality or other state or local
government entity in order to cross public rights-of-way. Federal law now
prohibits local franchising authorities from granting exclusive franchises or
from unreasonably refusing to award additional franchises. Cable franchises
generally are granted for fixed terms and in many cases include monetary
penalties for non-compliance and may be terminable if the franchisee fails to
comply with material provisions.
The specific terms and conditions of franchises vary materially between
jurisdictions. Each franchise generally contains provisions governing cable
operations, franchising fees, system construction and maintenance obligations,
system channel capacity, design and technical performance, customer service
standards, and indemnification protections. A number of states, including
Connecticut, subject cable systems to the jurisdiction of centralized state
governmental agencies, some of which impose regulation of a character similar to
that of a public utility. Although local franchising authorities have
considerable discretion in establishing franchise terms, there are certain
federal limitations. For example, local franchising authorities cannot insist on
franchise fees exceeding 5% of the system's gross cable-related revenues, cannot
dictate the particular technology used by the system, and cannot specify video
programming other than identifying broad categories of programming. Certain
states are considering the imposition of new broadly applied telecommunications
taxes.
Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the local franchising authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and service or increased
franchise fees as a condition of renewal. Similarly, if a local franchising
authority's consent is required for the purchase or sale of a cable system or
franchise, the local franchising authority may attempt to impose more burdensome
or onerous franchise requirements as a condition for providing its consent.
Historically, most franchises have been renewed for and
19
consents granted to cable operators that have provided satisfactory services and
have complied with the terms of their franchise.
Under the 1996 Telecom Act, states and local franchising authorities are
prohibited from limiting, restricting, or conditioning the provision of
competitive telecommunications services, except for certain "competitively
neutral" requirements and as necessary to manage the public rights-of-way. This
law should facilitate entry into competitive telecommunications services,
although certain jurisdictions still may attempt to impose rigorous entry
requirements. In addition, local franchising authorities may not require a cable
operator to provide any telecommunications service or facilities, other than
institutional networks under certain circumstances, as a condition of an initial
franchise grant, a franchise renewal, or a franchise transfer. The 1996 Telecom
Act also provides that franchising fees are limited to an operator's
cable-related revenues and do not apply to revenues that a cable operator
derives from providing new telecommunications services. In a March 2002
decision, the Federal Communications Commission tentatively held that a cable
operator's provision of Internet access service should not subject the operator
to additional franchising requirements. That decision is currently under appeal
to federal court.
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EMPLOYEES
The various personnel required to operate our business are employed by the
Corporate General Partner, its subsidiary corporation, and Charter. As of
December 31, 2002, the Corporate General Partner employed 20 personnel who
worked exclusively for the Partnership, the cost of which is charged directly to
the Partnership. The additional employment costs incurred by the Corporate
General Partner, its subsidiary corporation and Charter are allocated and
charged to the Partnership for reimbursement pursuant to the Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement") and the
management agreement between the Partnership and Enstar Cable Corporation (the
"Management Agreement"). The amounts of these reimbursable costs are set forth
in Item 11. "Executive Compensation."
ITEM 2. PROPERTIES
We own or lease parcels of real property for signal reception sites (antenna
towers and headends), microwave facilities and business offices, and own or
lease our service vehicles. We believe that our properties, both owned and
leased are suitable and adequate for our business operations. We own
substantially all of the assets related to our cable television operations,
including our program production equipment, headend (towers, antennas,
electronic equipment and satellite earth stations), cable plant (distribution
equipment, amplifiers, customer drops and hardware), converters, test equipment
and tools and maintenance equipment.
ITEM 3. LEGAL PROCEEDINGS
In July 2002, we received a letter from the City Attorney of Covington advising
us that we may not operate within the city limits of Covington and demanding we
discontinue service within thirty days. On August 7, 2002, the Corporate General
Partner filed a lawsuit on behalf of us in the United States District Court for
the Western District of Tennessee against the City of Covington, the Covington
Electric System Board of Public Utilities and Covington Cable. We allege that
the City of Covington and other defendants are unlawfully attempting to shut
down our cable television system in Covington, in order to eliminate competition
to the new City-owned cable system. We also allege that the City of Covington
failed to follow the federal statutory procedures governing the renewal of a
cable television franchise and is now attempting to shut down our cable system,
without having complied with those procedures or even formally having denied the
numerous renewal proposals, in contravention of federal law. We seek a
declaration from the Court that the City of Covington's actions are unlawful and
violate the 1992 Cable Act, franchise provisions, federal antitrust laws, state
common law, the Tennessee Consumer Protection Act and both the United States and
Tennessee Constitutions. We are also seeking a preliminary injunction against
all three defendants. The defendants have agreed to take no action against our
provision of services in Covington until the Court has ruled on the motion for
preliminary injunction.
If we are unsuccessful in the lawsuit, we may have to terminate our operations
in the City of Covington. The loss of our franchise and the related loss of
customers would have a significant adverse impact on our financial condition and
operating results. An impairment charge of $423,100 was recorded in the fourth
quarter of 2002 on Brownsville's property, plant and equipment and franchise
costs, which includes all properties served by the Brownsville headend, namely
Covington, Bolivar and Brownsville. Collectively, the properties had a carrying
value of $2,614,900 at December 31, 2002. The Brownsville headend constitutes
approximately 76.8% of our total property, plant and equipment.
In addition to the matter set forth above, we are involved from time to time in
routine legal matters and other claims incidental to our business. We believe
that the resolution of such matters will not have a material adverse impact on
21
our financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
22
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY SECURITIES AND RELATED SECURITY
HOLDER MATTERS
LIQUIDITY
While our equity securities, which consist of units of limited partnership
interests, are publicly held, there is no established public trading market for
the units and we do not expect that a market will develop. The approximate
number of equity security holders of record was 758 as of December 31, 2002. In
addition to restrictions on the transferability of units described in our
partnership agreement (the "Partnership Agreement"), the transferability of
units may be affected by restrictions on resales imposed by federal or state
law.
DISTRIBUTIONS
The amended Partnership Agreement generally provides that all partnership
profits, gains, losses, credits, and cash distributions (all as defined) from
operations or liquidation be allocated 1% to the Corporate General Partner and
99% to the Limited Partners until the Limited Partners have received
distributions of cash flow from operations and/or cash flow from sales,
refinancing, or liquidation of systems equal to their initial investment. After
the Limited Partners have received cash flow equal to their initial investment,
the Corporate General Partner will receive a 1% allocation of cash flow from
liquidating a system until the Limited Partners have received an annual simple
interest return of at least 18% of their initial investment less any
distributions from previous system liquidations. Thereafter, allocations will be
made 15% to the Corporate General Partner and 85% to the Limited Partners. All
allocations to individual Limited Partners will be based on their respective
capital accounts. The Partnership Agreement limits the amount of debt the
Partnership may incur.
Upon the disposition of substantially all of the Partnership's assets, gains
shall be allocated first to the Limited Partners having negative capital account
balances until their capital accounts are increased to zero, next equally to the
Corporate General Partner until its capital account is increased to zero, and
thereafter as outlined in the preceding paragraph. Upon dissolution of the
Partnership, any negative capital account balances remaining after all
allocations and distributions are made must be funded by the respective
partners.
The policy of the Corporate General Partner, although not recognized by the
terms of the Partnership Agreement, is to cause the Partnership to make cash
distributions on a quarterly basis throughout the operational life of the
Partnership, assuming the availability of sufficient cash flow from Partnership
operations. The amount of such distributions, if any, will vary from quarter to
quarter depending upon our results of operations and the Corporate General
Partner's determination of whether otherwise available funds are needed for the
Partnership's ongoing working capital and liquidity requirements. It is also the
Corporate General Partner's policy to distribute available net proceeds from
sales of cable television systems.
We began making periodic cash distributions to the Limited Partners during 1984
and discontinued distributions in January 1990. In 2000, we distributed
$4,988,500 to our partners from the proceeds received from the sale of our
Kershaw, South Carolina cable system. No distributions were made during 2002 and
2001. For more information regarding distributions, see Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Our ability to pay distributions, the actual amount of any such distributions
paid and the continuance of distributions if commenced depends on a number of
factors, including the amount of cash flow from operations, projected capital
expenditures, provision for contingent liabilities, availability of financing,
regulatory or legislative developments governing the cable television industry
and the sale of cable system assets and growth in customers. Some of these
factors are beyond our control, and consequently, we cannot make assurances
regarding the level or timing of future distributions, if any. However, because
management believes it is critical to conserve cash and borrowing capacity to
fund anticipated capital expenditures, the Partnership does not anticipate a
resumption of distributions to unitholders at this time. See Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Upon approval of the Limited Partners and the sale of all of the remaining cable
systems to Telecommunications Management as discussed herein, the Partnership
will be liquidated and all remaining assets distributed to the Limited Partners
and the Corporate General Partner.
23
ITEM 6. SELECTED FINANCIAL DATA
The table below presents selected financial data of the Partnership for the five
years ended December 31, 2002. This data should be read in conjunction with the
Partnership's financial statements and related notes thereto included in Item 8.
"Financial Statements and Supplementary Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in Item 7.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
OPERATIONS STATEMENT DATA 2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Revenues $ 3,241,300 $ 3,722,000 $ 4,642,500 $ 5,090,800 $ 5,221,100
Operating expenses (2,820,100) (2,792,500) (3,226,700) (3,280,700) (3,184,700)
Depreciation and amortization (956,900) (824,700) (852,400) (854,500) (747,600)
Asset impairment charge (1,856,800) -- -- -- --
----------- ----------- ----------- ----------- -----------
Operating income (loss) (2,392,500) 104,800 563,400 955,600 1,288,800
Interest income 18,700 67,800 173,600 61,900 25,700
Interest expense -- (17,900) (32,200) (92,400) (103,900)
Gain on sale of cable assets -- -- 4,349,800 -- --
Casualty gain (loss) -- -- 79,800 (113,300) (271,000)
Other income (expense) 3,100 (248,200) (94,000) (18,800) --
----------- ----------- ----------- ----------- -----------
Net income (loss) $(2,370,700) $ (93,500) $ 5,040,400 $ 793,000 $ 939,600
=========== =========== =========== =========== ===========
Distributions paid to partners $ -- $ -- $ 4,988,500 $ -- $ --
=========== =========== =========== =========== ===========
Per unit of limited partnership interest:
Net income (loss) $ (78.39) $ (3.09) $ 166.67 $ 26.22 $ 31.07
=========== =========== =========== =========== ===========
Distributions $ -- $ -- $ 164.95 $ -- $ --
=========== =========== =========== =========== ===========
OTHER OPERATING DATA
Net cash from operating activities $ 1,115,000 $ 1,271,800 $ 1,308,600 $ 1,655,200 $ 2,084,800
Net cash from investing activities (2,162,400) (1,416,500) 4,092,200 (1,050,500) (1,398,400)
Net cash from financing activities 10,900 -- (4,997,500) 322,800 (113,300)
Capital expenditures $ 2,162,400 $ 1,407,100 $ 1,124,500 $ 1,050,500 $ 1,389,800
AS OF DECEMBER 31,
---------------------------------------------------------------------------
BALANCE SHEET DATA 2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Total assets $ 4,744,800 $ 6,498,700 $ 6,430,200 $ 6,537,900 $ 5,417,400
Total debt -- -- -- -- --
General Partner's deficit (47,900) (24,200) (23,300) (23,800) (31,700)
Limited Partners' capital $ 2,541,200 $ 4,877,300 $ 4,969,900 $ 4,918,500 $ 4,133,400
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
This annual 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, as discussed more fully elsewhere
in this Report.
CRITICAL ACCOUNTING ESTIMATES
Certain of our accounting policies require our management to make difficult,
subjective or complex judgments. We
24
consider the following policies to be the most critical in understanding the
estimates, assumptions and judgments that are involved in preparing our
financial statements and the uncertainties that could impact our results of
operations, financial condition and cash flows:
- - Capitalization of labor and overhead costs;
- - Useful lives of property, plant and equipment; and
- - Impairment of property, plant and equipment.
Capitalization of labor and overhead costs. The cable industry is highly capital
intensive and a large portion of our resources is spent on capital activities
associated with extending, rebuilding, and upgrading our cable network. As of
December 31, 2002 and 2001, the net carrying amount of our property, plant and
equipment (consisting primarily of cable network assets) was approximately
$3,403,700 (representing 71.7% of total assets) and $4,046,200 (representing
62.3% of total assets). Total capital expenditures for the years ended December
31, 2002, 2001 and 2000 were approximately $2,162,400, $1,407,100 and
$1,124,500, respectively.
Costs associated with network construction, initial customer installations and
installation refurbishments are capitalized. Costs capitalized as part of
initial customer installations include materials, direct labor, and certain
indirect costs. These indirect costs are associated with the activities of
personnel who assist in connecting and activating the new service and consist of
compensation and overhead costs associated with these support functions. The
costs of disconnecting service at a customer's dwelling or reconnecting service
to a previously installed dwelling are charged to operating expense in the
period incurred. Costs for repairs and maintenance are charged to operating
expense as incurred, while equipment replacement and betterments, including
replacement of cable drops from the pole to the dwelling, are capitalized.
Direct labor costs directly associated with capital projects are capitalized. We
capitalize direct labor costs associated with personnel based upon the specific
time devoted to network construction and customer installation activities.
Capitalizable activities performed in connection with customer installations
include:
- - Scheduling a "truck roll" to the customer's dwelling for service
connection;
- - Verification of serviceability to the customer's dwelling (i.e.,
determining whether the customer's dwelling is capable of receiving service
by our cable network;
- - Customer premise activities performed by in-house field technicians and
third-party contractors in connection with customer installations,
installation of network equipment in connection with the installation of
expanded services and equipment replacement and betterment; and
- - Verifying the integrity of the customer's network connection by initiating
test signals downstream from the headend to the customer's digital set-top
terminal.
We capitalize direct labor costs associated with personnel based upon the
specific time devoted to network construction and installation activities. Some
judgment is involved in the determination of which labor tasks are attributable
to capitalizable activities. We capitalized internal direct labor costs of
$173,100, $134,300 and $80,200 for the years ended December 31, 2002, 2001 and
2000, respectively.
Judgment is required to determine the extent to which indirect costs
("overhead") are incurred as a result of specific capital activities, and
therefore should be capitalized. We capitalize overhead based upon an estimate
of the portion of indirect costs that contribute to capitalizable activities
using an overhead rate applied to the amount of direct labor capitalized. We
have established the overhead rates based on an analysis of the nature of costs
incurred in support of capitalizable activities and a determination of the
portion of costs which is directly attributable to capitalizable activities. The
primary costs that are included in the determination of the overhead rate are
(i) employee benefits and payroll taxes associated with capitalized direct
labor, (ii) direct variable costs associated with capitalizable activities,
consisting primarily of installation and construction vehicle costs, (iii) the
cost of dispatch and
25
supervisory personnel that directly assist with capitalizable installation
activities, and (iv) indirect costs directly attributable to capitalizable
activities.
While we believe our existing capitalization policies are appropriate, a
significant change in the nature or extent of our development activities could
affect the extent to which we capitalized direct labor or overhead in the
future. We capitalized overhead of $155,700, $120,800 and $72,200, respectively,
for the years ended December 31, 2002, 2001 and 2000.
Useful lives of property, plant and equipment. In accordance with GAAP, we
evaluate the appropriateness of estimated useful lives assigned to our property,
plant and equipment, and revise such lives to the extent warranted by changing
facts and circumstances. Any change in the estimate of remaining lives would be
recorded prospectively as required by APB No. 20. While we believe our current
useful life estimates are reasonable, a significant change in assumptions about
the extent or timing of future asset retirements and replacements, or in our
upgrade program, could materially affect future depreciation expense.
Depreciation expense related to property, plant and equipment totaled $948,100,
$786,400 and $810,500, representing approximately 16.8%, 21.7% and 19.9% of
operating expenses, for the years ended December 31, 2002, 2001 and 2000,
respectively. Depreciation is recorded using the straight-line method over
management's estimate of the estimated useful lives of the related assets as
follows:
Cable distribution systems 5-15 years
Vehicles 3 years
Furniture and equipment 5-7 years
Leasehold improvements Shorter of life of lease or useful life of
asset
Impairment of property, plant and equipment. As discussed above, the net
carrying value of our property, plant and equipment is significant. We are
required under SFAS No. 144 to evaluate the recoverability of our property,
plant and equipment when events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Such events or changes in
circumstances could include such factors as changes in technological advances,
fluctuations in the market value of such assets, adverse changes in
relationships with local franchise authorities, adverse changes in market
conditions or poor operating results. Under SFAS No. 144, a long-lived asset is
deemed impaired when the carrying amount of such asset exceeds the projected
undiscounted future cash flows associated with the asset.
During the third quarter of 2002, we recorded an asset impairment charge of
$1,433,700 on the property, plant and equipment related to its Snow Hill, North
Carolina cable system. It became apparent during the third quarter of 2002, that
based on the status of negotiations for the sale of the cable system, the book
value of the system would not be realized. As such, the assets were written down
to their estimated fair value. The assessment of fair value considered the sale
price in the proposed transaction with Telecommunications Management, LLC.
During the fourth quarter of 2002, we recorded an asset impairment charge of
$423,100 on the property, plant and equipment related to its Brownsville, North
Carolina cable system. It became apparent during the fourth quarter of 2002,
that based on continuing customer losses primarily in its Covington franchise
area, the book value of the system would not be realized. As such the assets
were written down to their estimated fair value. The assessment of fair value
considered the sale price in the proposed transaction with Telecommunications
Management, LLC.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
26
Revenues decreased $480,700 from $3,722,000 to $3,241,300, or 12.9%, for the
year ended December 31, 2002 compared to the year ended December 31, 2001. The
decrease was primarily due to a decline in basic and premium service customers
partially offset by an increase in prices. As of December 31, 2002 and 2001, we
had approximately 5,600 and 7,600 basic service customers, respectively, and
2,600 and 4,100 premium service customers, respectively. The decline in
customers is primarily due to competition from satellite providers and the cable
system operated by the City of Covington, Tennessee and customer reaction to
increased prices in rebuilt markets. Of the 2,000 decrease in basic service
customers, a decrease of 1,300 is due to the decrease in customers in the
Covington system.
Service costs decreased $32,300 from $1,505,500 to $1,473,200, or 2.1%, for the
year ended December 31, 2002 as compared to 2001. Service costs represent
programming costs and other costs directly attributable to providing cable
services to customers. The decrease for the year ended December 31, 2002 was
primarily due to a decrease in programming expenses due to the decline in basic
and premium service customers and a decrease in franchise fees offset by an
increase in maintenance expenditures.
General and administrative expenses increased $62,500 from $877,700 to $940,200,
or 7.1%, for the year ended December 31, 2002 as compared to 2001. The increase
was due primarily to increases in collection costs and legal fees incurred in
connection with the litigation with the City of Covington.
General partner management fees and reimbursed expenses decreased $2,600 from
$409,300 to $406,700 for the year ended December 31, 2002 as compared to 2001.
These costs represent administrative costs reimbursed to Charter by us based on
Charter's actual costs incurred. The decrease was primarily due to a decrease in
management fees.
Depreciation and amortization expense increased $132,200 from $824,700 to
$956,900, or 16.0%, for the year ended December 31, 2002 as compared to 2001,
primarily due to capital expenditures during the year ended December 31, 2002
and the fourth quarter of 2001 relating to cable systems upgrades.
The asset impairment charge of $1,856,800 for the year ended December 31, 2002,
represents a write down of property plant and equipment related to our
Brownsville, Tennessee and Snow Hill, North Carolina cable systems to their
estimated fair value. It became apparent during the third quarter of 2002 for
Snowhill that based on the status of negotiations for the sale of the cable
system and during the fourth quarter of 2002 for Brownsville that based on
continuing subscriber losses, the book value of the systems would not be
realized. As a result, an asset impairment charge of $1,433,700 related to our
Snow Hill, North Carolina cable system was recorded in the third quarter of 2002
and a $423,100 impairment charge related to our Brownsville, Tennessee cable
system was recorded in the fourth quarter of 2002.
Due to the factors described above, our operating income decreased $2,497,300
from $104,800 to a loss of $2,392,500 for the year ended December 31, 2002 as
compared to 2001.
Interest income decreased $49,100 from $67,800 to $18,700, or 72.4%, for the
year ended December 31, 2002 as compared to 2001, primarily due to lower average
cash balances available for investment coupled with lower interest rates during
the year ended December 31, 2002 compared to 2001.
Interest expense decreased from $17,900 to $0 for the year ended December 31,
2002 as compared to 2001. There were no outstanding borrowings under our loan
facility during the year ended December 31, 2002 as the loan facility expired on
August 31, 2001.
Other income of $3,100 and other expense of $248,200 for the years ended
December 31, 2002 and 2001, respectively, represent a gain on the sale of fixed
assets in 2002 and costs associated with a previous unexecuted sales proposal in
2001.
Due to the factors described above, our net loss increased $2,277,200 from
$93,500 to $2,370,700 for the year ended December 31, 2002 compared to 2001.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Revenues decreased $920,500 from $4,642,500 to $3,722,000, or 19.8%, for the
year ended December 31, 2001 compared to the year ended December 31, 2000. The
decrease was primarily due to a decline in the number of customers as a result
of the sale of our Kershaw cable system. The remaining decrease was due to a
general decline
27
in basic and premium service customers. As of December 31, 2001 and 2000, the
Partnership had approximately 7,600 and 8,300 basic service customers,
respectively, and 4,100 and 5,700 premium service customers, respectively.
Service costs decreased $144,300 from $1,649,800 to $1,505,500, or 8.7%, for the
year ended December 31, 2001 as compared to 2000. Service costs represent costs
directly attributable to providing cable services to customers. The decrease was
primarily due to the sale of the Kershaw cable system on August 31, 2000 and the
decline in basic and premium service customers described above.
General and administrative expenses decreased $128,800 from $1,006,500 to
$877,700, or 12.8%, for the year ended December 31, 2001 as compared to 2000,
primarily due to a decrease in insurance rates coupled with the sale of the
Kershaw cable system.
General partner management fees and reimbursed expenses decreased $161,100 from
$570,400 to $409,300, or 28.2%, for the year ended December 31, 2001 as compared
to 2000. General partner management fees and reimbursed expenses represent
administrative costs reimbursed to Charter by the Partnership based on Charter's
actual cost incurred. The decrease was due primarily to reduced administrative
costs as a result of the sale of the Kershaw cable system coupled with the
decrease in customers on which management fees are based.
Depreciation and amortization expense decreased $27,700 from $852,400 to
$824,700, or 3.2%, for the year ended December 31, 2001 as compared to 2000,
primarily due to the sale of our Kershaw cable system in November 2000 offset
partially by capital expenditures during the year ended December 31, 2001
relating to cable system upgrades.
Due to the factors described above, our operating income decreased $458,600 from
$563,400 to $104,800, or 81.4%, for the year ended December 31, 2001 as compared
to 2000.
Interest income decreased $105,800 from $173,600 to $67,800, or 60.9%, for the
year ended December 31, 2001 as compared to 2000, primarily due to lower average
cash balances available for investment during 2001.
Interest expense decreased $14,300 from $32,200 to $17,900, or 44.4%, for the
year ended December 31, 2001 as compared to 2000, primarily due to a decrease in
commitment fees on the unborrowed portion of the loan facility and the
expiration of such facility on August 31, 2001.
We recognized a $4,349,800 gain in 2000 on the sale of our Kershaw cable system
in November 2000.
We recognized a $79,800 casualty gain during 2000 related to storm damage
sustained by our North Carolina system in September 1999.
Other expense of $248,200 and $94,000 for the years ended December 31, 2001 and
2000, respectively, consisted of legal and proxy costs associated with the sale
of our Kershaw cable system and the potential sale of other partnership assets.
Due to the factors described above, our net income decreased $5,133,900 from
$5,040,400 to a net loss of $93,500 for the year ended December 31, 2001
compared to 2000.
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 from the sale of
cable systems and all cash flow, if any, from operations after providing for
expenses and any planned capital requirements relating to the expansion,
improvement and upgrade of our cable systems. In general, these capital
requirements involve expansion, replacement, improvement and upgrade of our
existing cable systems.
28
Operating activities provided $156,800 less cash in the year ended December 31,
2002 than in 2001. Changes in accounts receivable, prepaid expenses and other
assets provided $312,500 less cash in 2002 than in 2001 due to differences in
the timing of receivable collections and in the payment of prepaid expenses.
Changes in the payment of liabilities owed to third party creditors and
affiliates provided $443,900 more cash in 2002 than in 2001 due to differences
in the timing of payments.
Operating activities provided $36,800 less cash in the year ended December 31,
2001 than in 2000. Changes in accounts receivable, prepaid expenses and other
assets provided $463,600 more cash in 2001 than in 2000 due to differences in
the timing of receivable collections and in the payment of prepaid expenses.
Changes in the payment of liabilities owed to third party creditors and
affiliates provided $311,400 more cash in 2001 than in 2000 due to differences
in the timing of payments.
Investing activities used $745,900 more cash in the year ended December 31, 2002
than in 2001 due to a $755,300 increase in capital expenditures and a $9,400
decrease in expenditures for intangible assets. Capital expenditures were
primarily made for upgrades to the cable system necessary to compete and
maintain compliance with certain franchise agreements in Brownsville, Covington
and Snowhill as discussed previously. In particular, we completed the
introduction of the small system digital solution in the Brownsville, Covington
and Snowhill communities and renovated the headend in Snowhill to provide
additional channel capacity in those systems.
Investing activities provided $5,508,700 less cash in the year ended December
31, 2001 than in 2000 due to a $282,600 increase in capital expenditures, a
$3,400 decrease in expenditures for intangible assets and $5,229,500 in proceeds
in 2000 from the sale of our cable system serving Kershaw, South Carolina.
Financing activities used $10,900 more cash in the year ended December 31, 2002
than in 2001 due to withholding tax reimbursement of $10,900.
Financing activities used $4,997,500 less cash in the year ended December 31,
2001 than in 2000 due to a decrease in distributions to partners of $4,988,500
and a decrease in deferred financing costs of $9,000.
SALE OF CABLE SYSTEMS
Our Corporate General Partner continues to operate our cable television systems
during our divestiture transactions for the benefit of our unitholders.
In 1999, the Corporate General Partner sought purchasers for all of our cable
television systems and those of our other affiliated Partnerships of which the
Corporate General Partner is also the general partner. This effort was
undertaken primarily because, based on the Corporate General Partner's
experience in the cable television industry, it was concluded that generally
applicable market conditions and competitive factors were making (and would
increasingly make) it extremely difficult for smaller operators of rural cable
systems (such as us and our other affiliated partnerships) to effectively
compete and be financially successful. This determination was based on the
anticipated cost of electronics and additional equipment to enable our systems
to operate on a two-way basis with improved technical capacity, insufficiency of
our cash reserves and cash flows from operations to finance such expenditures,
limited customer growth potential due to our systems' rural location, and a
general inability of a small cable system operator such as us to benefit from
economies of scale and the ability to combine and integrate systems that large
cable operators have.
The Corporate General Partner believes that if we were to make comprehensive
additional upgrades to enable the variety of enhanced and competitive services
available in today's marketplace, particularly in light of the potential
overbuilds and the high cost of two-way capability, we would not recoup the
costs or regain our ability to operate profitably within the remaining term of
our franchises, so that making these upgrades would not be economically prudent.
Furthermore, in Covington, Tennessee, the city launched a competing cable
service in April 2002. In addition, the City of Covington is exploring the
possibility of extending its cable system into the surrounding County of Tipton,
another of our franchise areas. In Bolivar, Tennessee, the local municipal
utility has received a franchise to operate a competing cable system although
the municipal utility has not obtained funds to build a cable system. Thus, only
limited plant upgrades have been made, and generally only where necessary to
compete or meet the requirements of existing franchises or when believed to be
economically viable. As a result of the Corporate General Partner's attempts to
sell our systems, on November 30, 2000, we completed the closing of the sale of
our cable systems serving Kershaw, South Carolina to an unrelated purchaser for
$5,250,000 (subject to normal closing adjustments). Final proceeds from the
sale, after closing adjustments were $5,229,500, resulting in a gain on sale of
cable system of $4,349,800. On October 10, 2000, a distribution of approximately
$4,938,600, or approximately
29
$165 per limited partnership unit, was made to the limited partners resulting
from this sale.
On November 8, 2002, we entered into an asset purchase agreement providing for
the sale of all of our cable systems to Telecommunications Management, LLC
(Telecommunications Management) for a total sale price of approximately
$3,916,300 (an average of approximately $643 per customer acquired). This sale
is a part of a larger transaction in which we and nine other affiliated
partnerships (which, together with us are collectively referred to as the
"Selling Partnerships") would sell all of their remaining assets used in the
operation of their respective cable systems to Telecommunications Management for
a total cash sale price of approximately $15,341,600 (the Telecommunications
Management Sale). The Telecommunications Management Sale is subject to the
approval of a majority of the holders of the Partnership's units and approval of
the holders of the other Selling Partnerships. In addition, the transaction is
subject to certain closing conditions, including regulatory and franchise
approvals. If approved, it is expected that this sale will close in the first
half of 2003, although no assurance can be given regarding this matter.
On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of all of its cable systems to
Telecommunications Management. The February 6, 2003 side letter amends the asset
purchase agreement and Deposit Escrow Agreement to extend the date of the second
installment of the deposit and the Outside Closing Date each by 60 days. On
April 7, 2003, the second installment of the escrow deposit was due and was not
made. We are currently evaluating our alternatives with respect to this new
development including extending the escrow deposit date.
Upon approval of the Limited Partners and the sale of all of the remaining cable
systems to Telecommunications Management as discussed herein, the Partnership
will be liquidated and all remaining assets distributed to the Limited Partners
and the Corporate General Partner. The Partnership has not reflected the pending
sale of these systems as discontinued operations since the Limited Partners have
not yet approved the sale.
The Corporate General Partner's intention is to settle our outstanding
obligations and terminate the Partnership as expeditiously as possible. Our
final dissolution and related cash distributions to the partners will occur upon
obtaining final resolution of all liquidation issues.
INVESTING ACTIVITIES
Significant capital would be required for a comprehensive plant and headend
upgrade particularly in light of the high cost of electronics to enable two-way
service, to offer high speed cable modem Internet service and other interactive
services, as well as to increase channel capacity and allow a greater variety of
video services.
The estimated cost of all of these comprehensive upgrades would be approximately
$12.2 million (for an upgrade to 550 megahertz capacity) and $14.6 million (for
an upgrade to 870 megahertz capacity). Given the potential and existing
overbuilds that exist in Tennessee, the high cost of this comprehensive upgrade
plan, the limited funds available, pending sale transactions, and the belief
that such a plan is not economically prudent, Enstar Communications Corporation
(the Corporate General Partner) does not presently anticipate that it will
proceed with a comprehensive upgrade plan. The Corporate General Partner has
continued to make upgrades required by franchise agreements.
FINANCING ACTIVITIES
We were party to a loan agreement with Enstar Finance Company, LLC, a subsidiary
of the Corporate General Partner, that matured on August 31, 2001. The loan
facility was not extended or replaced. Cash generated by our operations,
together with available cash balances will be used to fund capital expenditures
as required by franchise authorities. However, our cash reserves will be
insufficient to fund a comprehensive upgrade program. If our pending sales
transactions are not closed, we will need to rely on increased cash flow from
operations or new sources of financing in order to meet our future liquidity
requirements. There can be no assurance that such cash flow increases can be
attained, or that additional future financing will be available on terms
acceptable to us. If we are not able to attain such cash flow increases, or
obtain new sources of borrowings, we will not be able to fully complete any
comprehensive cable systems upgrades as required by franchise authorities. As a
result, the value of our systems would be lower than that of systems built to a
higher technical standard.
We believe it is critical to conserve cash to fund our future liquidity
requirements and any anticipated capital expenditures as required by franchise
authorities. Accordingly, we do not anticipate distributions to partners at this
30
time, other than those resulting from the pending sales transactions.
CERTAIN TRENDS AND UNCERTAINTIES
Our franchise agreement with the City of Covington, Tennessee ("the City")
expired in 1994. By agreement with the City, we have continued to operate the
cable system in Covington and pay franchise fees to the City on a month-to-month
basis until a new franchise agreement is reached. In March 2000, the Corporate
General Partner submitted a renewal proposal to the City on our behalf. In
November 2000, the City sold municipal bonds to finance construction of a
municipally-owned cable system. The City completed the construction project in
the first quarter of 2002 and is actively competing with us.
In July 2002, we received a letter from the City Attorney advising us that we
may not operate within the city limits and demanding we discontinue service
within thirty days. On August 7, 2002, the Corporate General Partner filed a
lawsuit on behalf of us in the United States District Court for the Western
District of Tennessee against the City, the Covington Electric System Board of
Public Utilities and Covington Cable. We allege that the City and other
defendants are unlawfully attempting to shut down our cable television system in
Covington, in order to eliminate competition to the new City-owned cable system.
We also allege that the City failed to follow the federal statutory procedures
governing the renewal of a cable television franchise and is now attempting to
shut down our cable system, without having complied with those procedures or
even formally having denied the numerous renewal proposals, in contravention of
federal law. We seek a declaration from the Court that the City's actions are
unlawful and violate the 1992 Cable Act, franchise provisions, federal antitrust
laws, state common law, the Tennessee Consumer Protection Act and both the
United States and Tennessee Constitutions. We are also seeking a preliminary
injunction against all three defendants. The defendants have agreed to take no
action against our provision of services in Covington until the Court has ruled
on the motion for preliminary injunction.
If we are unsuccessful in the lawsuit, we may have to terminate our operations
in the City of Covington. The loss of our franchise and the related loss of
customers would have a significant adverse impact on our financial condition and
operating results. An impairment charge of $423,100 was recorded in the fourth
quarter of 2002 on Brownsville's property, plant and equipment and franchise
costs, which includes all properties served by the Brownsville headend, namely
Covington, Bolivar and Brownsville. Collectively, the properties had a carrying
value after the impairment charge of $2,614,900 at December 31, 2002. The
Brownsville headend constitutes approximately 76.8% of our total property, plant
and equipment. In addition, the City of Covington is exploring the possibility
of extending its cable system into the surrounding County of Tipton, another of
our franchise areas. We believe that if the City of Covington extends its plant
into the County the loss of customers would have an adverse affect on our
financial condition and result 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. We have continued to operate the 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 customers would have an adverse impact on our
financial condition and results of operations. As of December 31, 2002, we had
approximately 1,000 basic customers in the City of Bolivar, approximately 500 in
the City of Covington and approximately 600 in the County of Tipton.
Insurance coverage is maintained for all of the cable television properties
owned or managed by Charter to cover damage to cable distribution systems,
customer connections and against business interruptions resulting from such
damage. This coverage is subject to a significant annual deductible which
applies to all of the cable television properties owned or managed by Charter,
including ours.
Charter and our Corporate General Partner have had communications and
correspondence with representatives of certain limited partners, and others,
concerning certain Enstar partnerships of which our Corporate General Partner is
also the Corporate General Partner. While we are not aware of any formal
litigation which has been filed relating to the communications and
correspondence, or the subject matter referred to therein, it is impossible to
predict what actions may be taken in the future or what loss contingencies may
result therefrom.
It is difficult to assess the impact the general economic slowdown will have on
future operations. This could result in reduced spending by customers and
advertisers, which could reduce our revenues and operating cash flow, as well as
the collectibility of accounts receivable.
31
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 manner, provided that we are able
to increase our service prices periodically, of which there can be no assurance.
See "Regulation and Legislation."
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company adopted SFAS No. 143 on January 1,
2003. The adoption of SFAS No. 143 did not have a material impact on the
Company's financial condition or results of operations.
In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. SFAS No. 145 will be adopted by the Company beginning January 1,
2003, except for the provisions relating to the amendment of SFAS No. 13, which
will be adopted for transactions occurring subsequent to May 15, 2002. Adoption
of SFAS No. 145 did not have a material impact on the consolidated financial
statements of the Company.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred rather than when a company commits to such an
activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS No. 146 will be adopted by the Company for
exit or disposal activities that are initiated after December 31, 2002. Adoption
of SFAS No. 146 will not have a material impact on the consolidated financial
statements of the Company.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, it amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of the method
used on reported results. Adoption of SFAS No. 148 did not have a material
impact on the consolidated financial statements of the Company.
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are not exposed to material market risks associated with financial
instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The index to the financial statements and related financial information required
to be filed hereunder is located on Page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Previously reported in our Current Report on Form 8-K, dated June 14, 2002.
32
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Corporate General Partner of the Partnership may be considered for certain
purposes, the functional equivalent of directors and executive officers. The
Corporate General Partner is ECC.
The directors and executive officers of the Corporate General Partner as of
March 15, 2003, all of whom have their principal employment in a comparable
position with Charter, are named below:
NAME POSITION
---- --------
Carl E. Vogel President and Chief Executive Officer
Margaret A. Bellville Executive Vice President and Chief Operating Officer
Steven A. Schumm Director of the Corporate General Partner, Executive Vice President, Chief
Administrative Officer and interim Chief Financial Officer
Steven E. Silva Executive Vice President - Corporate Development and Chief Technology Officer
Curtis S. Shaw Senior Vice President, General Counsel and Secretary
Paul E. Martin Senior Vice President, Corporate Controller and Principal Financial Officer for
Partnership Matters
Except for executive officers who joined Charter after November 1999, all
executive officers were appointed to their position with the Corporate General
Partner following Charter's acquisition of control of the Corporate General
Partner in November 1999, have been employees of Charter since November 1999,
and prior to November 1999, were employees of Charter Investment, Inc., an
affiliate of Charter and the Corporate General Partner.
Carl E. Vogel, 45, President and Chief Executive Officer. Mr. Vogel has more
than 20 years of experience in telecommunications and the subscription
television business. Prior to joining Charter in October 2001, he was a Senior
Vice President of Liberty Media Corp., from November 1999 to October 2001, and
Chief Executive Officer of Liberty Satellite and Technology, from April 2000 to
October 2000. Prior to joining Liberty, Mr. Vogel was an Executive Vice
President and Chief Operating Officer of Field Operations for AT&T Broadband and
Internet Services, with responsibility of managing operations of all of AT&T's
cable broadband properties, from June 1999 to November 1999. From June 1998 to
June 1999, Mr. Vogel served as Chief Executive Officer of Primestar, Inc., a
national provider of subscription television services, and from 1997 to 1998, he
served as Chief Executive Officer of Star Choice Communications. From 1994
through 1997, Mr. Vogel served as the President and Chief Operating Officer of
EchoStar Communications. He began his career at Jones Intercable in 1983. Mr.
Vogel serves as a director of OnCommand Corporation, and holds a B.S. degree in
finance and accounting from St. Norbert College.
Margaret A. Bellville, 49, Executive Vice President and Chief Operating Officer.
Before joining Charter in December 2002, Ms. Bellville was President and CEO of
Incanta Inc., a technology-based streaming content company, from 2001 to 2002.
Incanta Inc. filed for bankruptcy in April 2002. From 1995 to 2001, Ms Bellville
worked for Cox Communications, the nation's fourth-largest cable television
company. She joined Cox in 1995 as Vice President of Operations and advanced to
Executive Vice President of Operations. Ms. Bellville joined Cox from Century
Communications, where she served as Senior Vice President of the company's
southwest division. Before that, Ms. Bellville served seven years with GTE
Wireless in a variety of management and executive-level roles. A graduate of the
State University of New York in Binghamton, Ms. Bellville is also a graduate of
Harvard Business School's Advanced Management Program. She currently serves on
the Dan O'Brien Youth Foundation Board, the Public Affairs committee for the
NCTA, the CTAM Board of Directors, and is a trustee and secretary for the
industry association Women in Cable and Telecommunications. Ms. Bellville is an
inaugural fellow of the Betsy Magness Leadership Institute and has been named
"Woman of the Year" by Women in Cable and Telecommunications in California.
Steven A. Schumm, 50, Director of the Corporate General Partner, Executive Vice
President, Chief Administrative Officer and interim Chief Financial Officer.
Prior to joining Charter Investment in 1998, Mr. Schumm was a partner with Ernst
& Young LLP where he worked for 24 years in a variety of professional service
and management roles. At the time he joined Charter, Mr. Schumm was Managing
Partner of the St. Louis office of Ernst & Young LLP and a member of the firm's
National Tax Committee. Mr. Schumm earned a B.S. degree from Saint Louis
University.
Steven E. Silva, 43, Executive Vice President - Corporate Development and Chief
Technology Officer. Mr. Silva joined Charter Investment in 1995. Prior to his
promotion to Executive Vice President and Chief Technology
33
Officer in October 2001, he was Senior Vice President - Corporate Development
and Technology since September 1999. Mr. Silva previously served in various
management positions at U.S. Computer Services, Inc., a billing service provider
specializing in the cable industry.
Curtis S. Shaw, 54, Senior Vice President, General Counsel and Secretary. From
1988 until he joined Charter Investment in 1997, Mr. Shaw served as corporate
counsel to NYNEX. Since 1973, Mr. Shaw has practiced as a corporate lawyer,
specializing in mergers and acquisitions, joint ventures, public offerings,
financings, and federal securities and antitrust law. Mr. Shaw received a B.A.
degree from Trinity College and a J.D. degree from Columbia University School of
Law.
Paul E. Martin, 42, Senior Vice President, Corporate Controller and Principal
Financial Officer for Partnership Matters. Mr. Martin joined Charter as Vice
President and Corporate Controller since March 2000, and became Principal
Financial Officer for Partnership Matters in July 2001 and Senior Vice President
in April 2002. Prior to joining Charter in March 2000, Mr. Martin was Vice
President and Controller for Operations and Logistics for Fort James
Corporation, a manufacturer of paper products. From 1995 to February 1999, Mr.
Martin was Chief Financial Officer of Rawlings Sporting Goods Company, Inc. Mr.
Martin received a B.S. degree in accounting from the University of Missouri -
St. Louis.
The sole director of the Corporate General Partner is elected to a one-year term
at the annual shareholder meeting to serve until the next annual shareholder
meeting and thereafter until his respective successor is elected and qualified.
Officers are appointed by and serve at the discretion of the directors of the
Corporate General Partner.
ITEM 11. EXECUTIVE COMPENSATION
MANAGEMENT FEE
Pursuant to the Management Agreement, Enstar Cable Corporation ("Enstar Cable")
manages our systems and provides operational support for our activities. For
these services, Enstar Cable receives a management fee of 5% of our gross
revenues, excluding revenues from the sale of cable television systems or
franchises, which is calculated and paid monthly. In addition, we reimburse
Enstar Cable for operating expenses incurred by Enstar Cable in the day-to-day
operation of our cable systems. The Management Agreement also requires us to
indemnify Enstar Cable (including its officers, employees, agents and
shareholders) against loss or expense, absent negligence or deliberate breach by
Enstar Cable of the Management Agreement. The Management Agreement is terminable
by the Partnership upon 60 days written notice to Enstar Cable. Enstar Cable
had, prior to November 12, 1999, engaged Falcon Communications, L.P. ("Falcon")
to provide management services for us and paid Falcon a portion of the
management fees it received in consideration of such services and reimbursed
Falcon for expenses incurred by Falcon on its behalf. Subsequent to November 12,
1999, Charter, as successor-by-merger to Falcon, has provided such services and
received such payments. Additionally, we receive system operating management
services from affiliates of Enstar Cable in lieu of directly employing personnel
to perform those services. We reimburse the affiliates for our allocable share
of their operating costs. The Corporate General Partner also performs
supervisory and administrative services for the Partnership, for which it is
reimbursed.
For the fiscal year ended December 31, 2002, Enstar Cable charged us management
fees of approximately $162,100. Enstar Cable, Charter and its affiliates charged
us approximately $244,600 for system operating management services. In addition,
programming services were purchased through Charter. Charter charged us
approximately $778,200 for these programming services for fiscal year 2002.
Charter as manager of the Corporate General Partner has adopted a code of
conduct which covers all employees, including all executive officers, and
includes conflict of interest provisions and standards for honest and ethical
conduct, a copy of which is attached as Exhibit 14.1 to this Annual Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 2002, the only persons known by us to own beneficially or
that may be deemed to own beneficially more than 5% of the units were:
34
PERCENT
NAME AND ADDRESS AMOUNT AND NATURE OF OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
-------------- ------------------- -------------------- -----
Units of limited Madison Liquidity Investors 110, LLC
partnership interest P.O. Box 7533
Incline Village, Nevada 89452 2,458(1) 8.2
Madison/OHI Liquidity Investors, LLC
P.O. Box 7533
Incline Village, Nevada 89452 2,458(2) 8.2
The Harmony Group II, LLC
P.O. Box 7533
Incline Village, Nevada 89452 2,458(2) 8.2
First Equity Realty, LLC
555 Fifth Avenue, 19th Floor
New York, NY 10017 2,458(3) 8.2
Bryan E. Gordon
P.O. Box 7533
Incline Village, Nevada 89452 2,458(4) 8.2
Ronald M. Dickerman
555 Fifth Avenue, 19th Floor
New York, NY 10017 2,458(5) 8.2
Paul J. Isaac
75 Prospect Avenue
Larchmont, NY 10538 1,510(6) 5.04%
(1) Madison Liquidity Investors 110, LLC ("Madison Liquidity") controls
various entities that own limited partnership units ("Units") of the
Registrant, none of which, on its own, owns 5% or more of the Units.
Madison Liquidity does not directly own any Units.
(2) Madison/OHI Liquidity Investors, LLC ("Madison OHI") owns all of the
outstanding equity interest of Madison Liquidity. Madison OHI does not
directly own any Units.
(3) The Harmony Group II, LLC ("Harmony") and First Equity Realty, LLC
("First Equity") are the controlling members of Madison/OHI. Neither
Harmony nor First Equity directly own any Units.
(4) Mr. Gordon is the Managing Member of Harmony. Mr. Gordon does not
directly own any Units.
(5) Mr. Dickerman is the Managing Member of First Equity. Mr. Dickerman
does not directly own any Units.
(6) Amount and percent of beneficial ownership listed are based solely on
information received from Enstar 1984-1's transfer agent, Gemisys
Financial Services.
The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of December 31, 2002, the common
membership units of Charter Communications Holding Company, LLC are owned 46.5%
by Charter, 18.4% by Vulcan Cable III Inc., and 35.1% by Charter Investment,
Inc. (assuming conversion of all convertible securities). Charter controls 100%
of the voting power of Charter Communications Holding Company. Paul G. Allen
owns approximately 7.1% of the outstanding capital stock of Charter and controls
approximately 93% of the voting power of Charter's common stock, and he is the
sole equity owner of Charter Investment, Inc. and Vulcan Cable III Inc.
35
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MANAGEMENT SERVICES
On November 12, 1999, Charter acquired ownership of Enstar Communications
Corporation ("ECC") from Falcon Holding Group, L.P. ("Falcon") and assumed the
management services operations previously provided by affiliates of Falcon.
Charter now manages the operations of the partnerships of which ECC is the
Corporate General Partner, including the Partnership. Commencing November 13,
1999, Charter began receiving management fees and reimbursed expenses which had
previously been paid by the Corporate General Partner to Falcon.
Pursuant to the Management Agreement between the Partnership and Enstar Cable
Corporation, a subsidiary of the Corporate General Partner, Enstar Cable
Corporation provides financial, management, supervisory and marketing services,
as necessary to the Partnership's operations. This Management Agreement provides
that the Partnership shall pay management fees equal to 5% of the Partnership's
gross receipts from customers. In addition, Enstar Cable Corporation is to be
reimbursed for amounts paid to third parties, the cost of administrative
services in an amount equal to the lower of actual cost or the amount the
Partnership would be required to pay to independent parties for comparable
administrative services, salaries and benefits of employees necessary for
day-to-day operation of the Partnership's systems, and an allocable shares of
costs associated with facilities required to manage the Partnership's systems.
To provide these management services, Enstar Cable Corporation has engaged
Charter Communications Holding Company LLC, an affiliate of the Corporate
General Partner and Charter, to provide management, consulting, programming and
billing services for the Partnership.
Since November 12, 1999, when Charter acquired control of the Corporate General
Partner and its subsidiary, Enstar Cable Corporation, as well as Falcon
Communications, L.P., the management fees payable have been limited to
reimbursement of an allocable share of Charter's management costs, which is less
than the fee permitted by the existing agreement. As of December 31, 2002,
accrued and unpaid management fees to Charter Communications Holding Company LLC
were $395,600. In addition, the Partnership was charged directly for the
salaries and benefits of employees for daily operations, and where shared by
other Charter systems, an allocable share of facilities costs, with programming
and billing being charged to the Partnership at Charter's actual cost. For the
year ended December 31, 2002, service costs directly attributable to providing
cable services to customers which were incurred by Charter and reimbursed by the
Partnership, were $244,600. In addition, programming services were purchased
through Charter. Charter charged us approximately $778,200 for these programming
services for fiscal year 2002.
CONFLICTS OF INTEREST
The Partnership relies upon the Corporate General Partner and certain of its
affiliates to provide general management services, system operating services,
supervisory and administrative services and programming. See Item 11. "Executive
Compensation." The executive officers of the Corporate General Partner have
their personal employment with Charter, and, as a result, are involved in the
management of other cable ventures. Charter expects to continue to enter into
other cable ventures. These affiliations subject Charter and the Corporate
General Partner and their management to conflicts of interest. These conflicts
of interest relate to the time and services that management will devote to the
Partnership's affairs.
FIDUCIARY RESPONSIBILITY AND INDEMNIFICATION OF THE CORPORATE GENERAL PARTNER
A general partner is accountable to a limited partnership as a fiduciary and
consequently must exercise good faith and integrity in handling partnership
affairs. Where the question has arisen, some courts have held that a Limited
Partner may institute legal action on his own behalf and on behalf of all other
similarly situated Limited Partners (a class action) to recover damages for a
breach of fiduciary duty by a general partner, or on behalf of the Partnership
(a partnership derivative action) to recover damages from third parties. Section
14-9-1001 of the Georgia Revised Uniform Limited Partnership Act also allows a
partner to maintain a partnership derivative action if the general partner with
authority to do so have refused to bring the action or if an effort to cause the
general partner to bring the action is not likely to succeed. Some cases decided
by federal courts have recognized the right of a Limited Partner to bring such
actions under the Securities and Exchange Commission's Rule 10b-5 for recovery
of damages resulting from a breach of fiduciary duty by a general partner
involving fraud, deception or manipulation in connection with the Limited
Partner's purchase or sale of partnership units.
The Partnership Agreement provides that the Corporate General Partner will be
indemnified by the Partnership for acts performed within the scope of its
authority under the Partnership Agreement if the Corporate General Partner (i)
36
acted in good faith and in a manner that it reasonably believed to be in, or not
opposed to, the best interests of the Partnership and the partners, and (ii) had
no reasonable grounds to believe that its conduct was negligent. In addition,
the Partnership Agreement provides that the Corporate General Partner will not
be liable to the Partnership or its Limited Partners for errors in judgment or
other acts or omissions not amounting to negligence or misconduct. Therefore,
Limited Partners will have a more limited right of action than they would have
absent such provisions. In addition, we maintain, at our expense and in such
reasonable amounts as the general partner determines, a liability insurance
policy which insures the general partner, Charter and its affiliates, officers
and directors and other persons determined by the general partner, against
liabilities which they may incur with respect to claims made against them for
certain wrongful or allegedly wrongful acts, including errors, misstatements,
misleading statements, omissions, neglect or breaches of duty.
37
PART IV
ITEM 14. CONTROLS AND PROCEDURES.
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Within the 90 days prior
to the date of this report, our Corporate General Partner carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Administrative Officer and Principal
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based upon that evaluation, our Chief
Administrative Officer and Principal Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information
that is required to be disclosed by the Partnership in reports that it
files in its periodic SEC reports is recorded, processed, summarized and
reported within the terms specified in the SEC rules and forms.
(b) CHANGES IN INTERNAL CONTROLS. There were no significant changes in our
internal controls or in other factors that could significantly affect those
controls subsequent to the date that our Corporate General Partner carried
out this evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
Reference is made to the Index to Financial Statements on page F-1.
2. Financial Statement Schedules
Reference is made to the Index to Financial Statements on page F-1.
3. Exhibits
Reference is made to the Exhibits Index on Page E-1.
(b) Reports on Form 8-K
On February 14, 2003 the registrant filed a current report on Form 8-K
dated February 6, 2003 to announce it had entered into a side letter
amending an asset purchase agreement.
38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: Enstar Communications Corporation,
Corporate General Partner
Dated: April 10, 2003 By: /s/ Steven A. Schumm
---------------------------------
Steven A. Schumm
Director, Executive Vice
President, Chief Administrative
Officer and interim Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Dated: April 10, 2003 By: /s/ Steven A. Schumm
---------------------------------
Steven A. Schumm
Director, Executive Vice
President, Chief
Administrative Officer and
interim Chief Financial Officer
(Principal Executive Officer) *
Dated: April 10, 2003 By: /s/ Paul E. Martin
---------------------------------
Paul E. Martin
Senior Vice President and
Corporate Controller
(Principal Financial Officer and
Principal Accounting Officer) *
* Indicates position held with Enstar Communications Corporation, the Corporate
General Partner of the registrant.
39
CERTIFICATIONS
Certification of Chief Administrative Officer
I, Steven A. Schumm, certify that:
1. I have reviewed this annual report on Form 10-K of Enstar Income Program
1984-1, L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 10, 2003
- ---------------------------------
/s/ Steven A. Schumm
Steven A. Schumm
Executive Vice President and
Chief Administrative Officer
40
Certification of Principal Financial Officer
I, Paul E. Martin, certify that:
1. I have reviewed this annual report on Form 10-K of Enstar Income Program
1984-1, L.P.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
2. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
b) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 10, 2003
- ---------------------------------
/s/ Paul E. Martin
Paul E. Martin
Senior Vice President and
Corporate Controller (Principal Financial Officer and
Principal Accounting Officer)
41
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Independent Auditors' Report F-2
Report of Independent Public Accountants F-3
Balance Sheets as of December 31, 2002 and 2001 F-4
Statements of Operations for the years ended December 31, 2002, 2001 and 2000 F-5
Statements of Partnership Capital (Deficit) for the years ended December 31,
2002, 2001 and 2000 F-6
Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000 F-7
Notes to Financial Statements F-8
All financial statement schedules have been omitted because they are either not
required, not applicable or the information has otherwise been supplied.
INDEPENDENT AUDITORS' REPORT
To the Partners of
Enstar Income Program 1984-1, L.P.:
We have audited the accompanying balance sheet of Enstar Income Program 1984-1,
L.P. (a Georgia limited partnership) as of December 31, 2002, and the related
statements of operations, partnership capital (deficit) and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The 2001 and 2000 financial statements
were audited by other auditors who have ceased operations. Those auditors
expressed an unqualified opinion on those financial statements in their report
dated March 29, 2002.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.
In our opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the financial position of Enstar Income Program
1984-1, L.P. as of December 31, 2002, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
St. Louis, Missouri,
April 4, 2003
F-2
THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Enstar Income Program 1984-1, L.P.:
We have audited the accompanying balance sheets of Enstar Income Program 1984-1,
L.P. (a Georgia limited partnership) as of December 31, 2001 and 2000 and the
related statements of operations, partnership capital (deficit) and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Enstar Income Program 1984-1,
L.P. as of December 31, 2001 and 2000, and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri,
March 29, 2002
F-3
ENSTAR INCOME PROGRAM 1984-1, L.P.
BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001
2002 2001
---- ----
ASSETS
ASSETS:
Cash $1,185,600 $2,222,100
Accounts receivable, less allowance for doubtful accounts
of $11,700 and $21,800, respectively 78,900 134,800
Prepaid expenses and other assets 39,800 50,000
Property, plant and equipment, net of accumulated depreciation
of $11,933,400 and $10,985,300, respectively 3,403,700 4,046,200
Franchise cost, net of accumulated amortization of $43,900
and $35,100, respectively 36,800 45,600
---------- ----------
Total assets $4,744,800 $6,498,700
========== ==========
LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
Accounts payable $ 120,800 $ 80,900
Accrued liabilities 701,500 1,150,100
Due to affiliates 1,429,200 414,600
---------- ----------
Total liabilities 2,251,500 1,645,600
---------- ----------
PARTNERSHIP CAPITAL (DEFICIT):
General Partner (47,900) (24,200)
Limited Partners 2,541,200 4,877,300
---------- ----------
Total Partnership capital 2,493,300 4,853,100
---------- ----------
Total liabilities and Partnership capital $ 4,744,800 $ 6,498,700
=========== ===========
F-4
ENSTAR INCOME PROGRAM 1984-1, L.P.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
---- ---- ----
REVENUES $ 3,241,300 $ 3,722,000 $ 4,642,500
----------- ----------- -----------
OPERATING EXPENSES:
Service costs 1,473,200 1,505,500 1,649,800
General and administrative expenses 940,200 877,700 1,006,500
General partner management fees and reimbursed expenses 406,700 409,300 570,400
Depreciation and amortization 956,900 824,700 852,400
Asset impairment charge 1,856,800 -- --
----------- ----------- -----------
5,633,800 3,617,200 4,079,100
----------- ----------- -----------
Operating income (loss) (2,392,500) 104,800 563,400
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest income 18,700 67,800 173,600
Interest expense -- (17,900) (32,200)
Gain on sale of cable television system -- -- 4,349,800
Casualty gain -- -- 79,800
Other income (expense) 3,100 (248,200) (94,000)
----------- ----------- -----------
21,800 (198,300) 4,477,000
----------- ----------- -----------
Net income (loss) $(2,370,700) $ (93,500) $ 5,040,400
=========== =========== ===========
NET INCOME (LOSS) ALLOCATED TO GENERAL PARTNER $ (23,700) $ (900) $ 50,400
=========== =========== ===========
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS $(2,347,000) $ (92,600) $ 4,990,000
=========== =========== ===========
NET INCOME (LOSS) PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ (78.39) $ (3.09) $ 166.67
=========== =========== ===========
WEIGHTED AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING THE YEAR 29,940 29,940 29,940
=========== =========== ===========
F-5
ENSTAR INCOME PROGRAM 1984-1, L.P.
STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------- ---------- ----------
PARTNERSHIP CAPITAL (DEFICIT), January 1, 2000 $ (23,800) $ 4,918,500 $ 4,894,700
Net income 50,400 4,990,000 5,040,400
Distributions (49,900) (4,938,600) (4,988,500)
------- ---------- ----------
PARTNERSHIP CAPITAL (DEFICIT), December 31, 2000 (23,300) 4,969,900 4,946,600
Net loss (900) (92,600) (93,500)
------- ---------- ----------
PARTNERSHIP CAPITAL (DEFICIT), December 31, 2001 (24,200) 4,877,300 4,853,100
Net loss (23,700) (2,347,000) (2,370,700)
Withholding tax reimbursement -- 10,900 10,900
------- ---------- ----------
PARTNERSHIP CAPITAL (DEFICIT), December 31, 2002 $ (47,900) $ 2,541,200 $ 2,493,300
======= =========== ===========
F-6
ENSTAR INCOME PROGRAM 1984-1, L.P.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(2,370,700) $ (93,500) $ 5,040,400
Adjustments to reconcile net (loss) income to net cash
from operating activities:
Depreciation and amortization 956,900 824,700 852,400
Asset impairment charge 1,856,800 -- --
Gain on sale of cable system -- -- (4,349,800)
Changes in:
Accounts receivable, prepaid expenses and other assets 66,100 378,600 (85,000)
Accounts payable, accrued liabilities and due to affiliates 605,900 162,000 (149,400)
--------- --------- ---------
Net cash from operating activities 1,115,000 1,271,800 1,308,600
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,162,400) (1,407,100) (1,124,500)
Increase in intangible assets -- (9,400) (12,800)
Proceeds from sale of cable system, net -- -- 5,229,500
--------- --------- ---------
Net cash from investing activities (2,162,400) (1,416,500) 4,092,200
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners -- -- (4,988,500)
Deferred financing costs -- -- (9,000)
Withholding tax reimbursement 10,900 -- --
--------- --------- ---------
Net cash from financing activities 10,900 -- (4,997,500)
--------- --------- ---------
Net increase (decrease) in cash (1,036,500) (144,700) 403,300
CASH, beginning of year 2,222,100 2,366,800 1,963,500
--------- --------- ---------
CASH, end of year $ 1,185,600 $ 2,222,100 $ 2,366,800
=========== =========== ===========
F-7
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(1) ORGANIZATION
The Partnership was formed December 12, 1983 by a partnership agreement, as
amended (the "Partnership Agreement"), to acquire, construct, improve, develop
and operate cable television systems. The Partnership Agreement provides for
Enstar Communications Corporation (the "Corporate General Partner") and Robert
T. Graff, Jr. to be the General Partner and for the admission of Limited
Partners through the sale of interests in the Partnership. Sale of interests in
the Partnership began in February 1984, and the initial closing took place in
May 1984. The Partnership continued to raise capital until $7,500,000 (the
maximum) was raised by September 1984. The Partnership acquired its first
property subsequent to the initial closing. The Partnership acquired several
other operating properties during 1984 and 1985.
On September 30, 1988, Falcon Cablevision, a California limited partnership,
purchased all of the outstanding capital stock of the General Partner. On
September 10, 1993, the Corporate General Partner purchased the general
partnership interest held by Robert Graff, Jr., the individual general partner,
in Enstar Income Program 1984-1, L.P. and five affiliated partnerships. The
purchase was made pursuant to an agreement dated August 9, 1988, and amended
September 10, 1993, by and among Enstar Communications Corporation, Falcon
Cablevision and Robert Graff, Jr. Following the purchase, Enstar Communications
Corporation became the sole general partner of Enstar Income Program 1984-1,
L.P.
On November 12, 1999, Charter Communications Holdings Company, LLC, an entity
controlled by Charter Communications, Inc. ("Charter"), acquired both the
Corporate General Partner, as well as Falcon Communications, L.P. ("Falcon"),
the entity that provided management and certain other services to the
Partnership. Charter is the nation's third largest cable operator, serving
approximately 6.6 million customers and files periodic reports with the
Securities and Exchange Commission. Charter and its affiliates (principally CC
VII Holdings, LLC, the successor-by-merger to Falcon) provide management and
other services to the Partnership. Charter receives a management fee and
reimbursement of expenses from the Corporate General Partner for managing the
Partnership's cable television operations. The Corporate General Partner,
Charter and affiliated companies are responsible for the management of the
Partnership and its operations.
The financial statements do not give effect to any assets that the partners may
have outside of their interest in the Partnership, nor to any obligations of the
partners, including income taxes.
In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Partnership and other affiliated Partnerships of which
the Corporate General Partner is also the general partner. This effort was
undertaken primarily because, based on the Corporate General Partner's
experience in the cable television industry, it was concluded that generally
applicable market conditions and competitive factors were making (and would
increasingly make) it extremely difficult for smaller operators of rural cable
systems (such as the Partnership and the other affiliated partnerships) to
effectively compete and be financially successful. This determination was based
on the anticipated cost of electronics and additional equipment to enable the
Partnership's systems to operate on a two-way basis with improved technical
capacity, insufficiency of Partnership cash reserves and cash flows from
operations to finance such expenditures, limited customer growth potential due
to the Partnership's systems' rural location, and a general inability of a small
cable system operator such as the Partnership to benefit from economies of scale
and the ability to combine and integrate systems that large cable operators
have.
The Corporate General Partner believes that if the Partnership were to make
comprehensive additional upgrades to enable the variety of enhanced and
competitive services available in today's marketplace, particularly in light of
the potential overbuilds and the high cost of two-way capability, the
Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, so that making these
upgrades would not be economically prudent. Furthermore, in Covington,
Tennessee, the City launched a competing cable service in April 2002 and is
exploring the possibility of extending its cable system into the surrounding
County of Tipton, another of our franchise areas. In Bolivar, Tennessee, the
local municipal utility has received a franchise to operate a competing cable
system although the municipal utility has not obtained funds to build a cable
system. Thus, only limited plant upgrades have been made, and generally only
where necessary to compete, or meet the requirements of existing franchises or
when believed to be economically viable. In particular, in 2001 the Partnership
began to
F-8
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
introduce into the Brownsville, Covington and Snowhill communities the "small
system digital" solution to help preserve the existing customer base and to
compete with the overbuild activities of the community of Covington discussed
more fully herein. In addition, the Partnership renovated the headend capacity
in Snowhill to provide additional channel capacity as required under the
franchise agreement.
As a result of the Corporate General Partner's attempts to sell its systems, on
November 30, 2000, the Partnership completed the closing of the sale of its
cable systems serving Kershaw, South Carolina to an unrelated purchaser for
$5,250,000 (subject to normal closing adjustments). Final proceeds from the
sale, after closing adjustments were $5,229,500, resulting in a gain on sale of
cable system of $4,349,800. On October 10, 2000, a distribution of approximately
$4,938,600, or approximately $165 per limited partnership unit, was made to the
limited partners resulting from this sale.
Summarized unaudited pro forma operating results of the Partnership as though
such disposition had occurred on January 1, 2000, with adjustments to give
effect to amortization of franchise, interest expense, and certain other
adjustments, follows.
FOR THE YEAR ENDED
DECEMBER 31, 2000
---------------------
Revenues $ 3,975,600
Operating income 417,500
---------------------
Net income $ 524,200
=====================
The unaudited pro forma financial information has been presented for comparative
purposes and does not purport to be indicative of the operating results of
operations had this transaction been completed as of the assumed date or which
may be obtained in the future.
On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of all of its cable systems to Telecommunications
Management, LLC (Telecommunications Management) for a total sale price of
approximately $3,916,300 (an average of approximately $643 per customer
acquired). This sale is part of a larger transaction in which the Partnership
and nine other affiliated partnerships (which, together with the Partnership are
collectively referred to as the "Selling Partnerships") would sell all of their
remaining assets used in the operation of their respective cable systems to
Telecommunications Management for a total cash sale price of approximately
$15,341,600 (the Telecommunications Management Sale). The Telecommunications
Management Sale is subject to the approval of a majority of the holders of the
Partnership's units and approval of the holders of the other Selling
Partnerships. In addition, the transaction is subject to certain closing
conditions, including regulatory and franchise approvals. If approved, it is
expected that this sale will close in the first half of 2003, although no
assurance can be given regarding this matter.
On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of all of its cable systems to
Telecommunications Management. The February 6, 2003 side letter amends the asset
purchase agreement and Deposit Escrow Agreement to extend the date of the second
installment of the deposit and the Outside Closing Date each by 60 days. On
April 7, 2003, the second installment of the escrow deposit was due and was not
made. We are currently evaluating our alternatives with respect to this new
development including extending the escrow deposit date.
Upon approval of the Limited Partners and the sale of all of the remaining cable
systems to Telecommunications Management as discussed previously, the
Partnership will be liquidated and all remaining assets distributed to the
Limited Partners and the Corporate General Partner. The Partnership has not
reflected the pending sale of these systems as discontinued operations since the
Limited Partners have not yet approved the sale.
F-9
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents
The Partnership considers all highly liquid investments with original maturities
of three months or less to be cash equivalents. These investments are carried at
cost which approximates market value.
Property, Plant and Equipment
Costs associated with initial customer installations and the additions of
network equipment are capitalized. The costs of disconnecting service at a
customer's dwelling or reconnecting service to a previously installed dwelling
are charged to operating expense in the period incurred. Costs for repairs and
maintenance are charged to operating expense as incurred, while equipment
replacement and betterments, including replacement of drops, are capitalized.
Cable distribution systems 5-15 years
Vehicles 3 years
Furniture and equipment 5-7 years
Leasehold improvements Shorter of life of lease or useful life of asset
Franchise Cost
Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Franchise rights acquired through
the purchase of cable systems represent management's estimate of fair value and
are generally amortized using the straight-line method over a period of up to 15
years. This period represents management's best estimate of the useful lives of
the franchises and assumes substantially all of those franchises that expire
during the period will be renewed by the Partnership. Amortization expense
related to franchises for the years ended December 31, 2002, 2001 and 2000 was
$8,800, $8,500 and $6,800, respectively.
As of December 31, 2002, franchise agreements have expired in three of the
Partnership's franchise areas where it serves approximately 1,000 basic
customers. The Partnership continues to serve these customers while it is in
negotiations to renew the franchise agreements and continues to pay local
franchise fees to the franchising authorities.
Deferred Financing Costs and Other Deferred Charges
Costs incurred relative to borrowings are deferred and amortized using the
straight-line method over the terms of the related borrowing agreements. Other
deferred charges are amortized using the straight-line method over two years.
Long-Lived Assets
The Partnership reviews its long-lived assets for impairment whenever events or
circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected cash flows, undiscounted and without
interest, is less than the carrying amount of the asset, the carrying amount of
the asset is reduced to its estimated fair value and an impairment loss is
recognized.
Revenue Recognition
Cable television revenues from basic and premium services are recognized as
services are provided. Advertising revenues are recognized when commercials are
broadcast. Installation revenues are recognized to the extent of direct selling
costs incurred. The remainder, if any, is deferred and amortized to income over
the estimated average
F-10
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
period that customers are expected to remain connected to the cable system. As
of December 31, 2002, 2001 and 2000, no installation revenues have been
deferred, as direct selling costs have exceeded installation revenues.
Local governmental authorities impose franchise fees on the Partnership ranging
up to a federally mandated maximum of 5% of gross revenues. Such fees are
collected on a monthly basis from the Partnership's customers and are
periodically remitted to local franchise authorities. Franchise fees collected
and paid are reported as revenues and expenses.
Income Taxes
As a partnership, Enstar Income Program 1984-1, L.P. pays no income taxes. All
of the income, gains, losses, deductions and credits of the Partnership are
passed through to its partners. The basis in the Partnership's assets and
liabilities differs for financial and tax reporting purposes. As of December 31,
2002 and 2001, the tax basis of the Partnership's net assets exceeds the book
basis by approximately $434,600 and the book basis of the Partnership's net
assets exceeds its tax basis by approximately $1,266,500, respectively. The
accompanying financial statements, which are prepared in accordance with
accounting principles generally accepted in the United States, differ from the
financial statements prepared for tax purposes due to the different treatment of
various items as specified in the Internal Revenue Code. The net effect of these
accounting differences is that net income or loss for the years ended December
31, 2002, 2001 and 2000, in the financial statements is approximately $1,252,500
and $53,100 more than tax income or loss and $209,600 less than tax income or
loss for the same period, respectively, caused principally by timing differences
in depreciation expense.
Net Income (Loss) per Unit of Limited Partnership Interest
Net income (loss) per unit of limited partnership interest is based on the
average number of units outstanding during the periods presented. For this
purpose, net income (loss) has been allocated 99% to the Limited Partners and 1%
to the Corporate General Partner. The Corporate 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.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. These estimates include useful lives of property, plant and
equipment, valuation of long-lived assets and allocated operating costs. Actual
results could differ from those estimates.
(3) PARTNERSHIP MATTERS
The amended Partnership Agreement generally provides that all partnership
profits, gains, losses, credits, and cash distributions (all as defined) from
operations or liquidation be allocated 1% to the Corporate General Partner and
99% to the Limited Partners until the Limited Partners have received
distributions of cash flow from operations and/or cash flow from sales,
refinancing, or liquidation of systems equal to their initial investment. After
the Limited Partners have received cash flow equal to their initial investment,
the Corporate General Partner will only receive a 1% allocation of cash flow
from liquidating a system until the Limited Partners have received an annual
simple interest return of at least 18% of their initial investment less any
distributions from previous system liquidations. Thereafter, allocations will be
made 15% to the Corporate General Partner and 85% to the Limited Partners. All
allocations to individual Limited Partners will be based on their respective
capital accounts. The Partnership Agreement limits the amount of debt the
Partnership may incur.
Upon the disposition of substantially all of the Partnership's assets, gains
shall be allocated first to the Limited Partners having negative capital account
balances until their capital accounts are increased to zero, next equally among
the Corporate General Partner until their capital accounts are increased to
zero, and thereafter as outlined in
F-11
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
the preceding paragraph. Upon dissolution of the Partnership, any negative
capital account balances remaining after all allocations and distributions are
made must be funded by the respective partners.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following as of the dates
presented:
DECEMBER 31,
------------
2002 2001
---- ----
Cable distribution systems, net of impairment $ 14,475,400 $ 14,331,400
Land and improvements 27,700 19,000
Vehicles, furniture and equipment 834,000 681,100
------------ ------------
15,337,100 15,031,500
Less: accumulated depreciation (11,933,400) (10,985,300)
------------ ------------
$ 3,403,700 $ 4,046,200
============ ============
Depreciation expense for the years ended December 31, 2002, 2001 and 2000 was
$948,100, $786,400 and $810,500, respectively.
(5) CREDIT FACILITY
The Partnership was party to a loan agreement with Enstar Finance Company, LLC,
a subsidiary of Enstar Communications Corporation (ECC) that matured and was
repaid on August 31, 2001. The loan facility was not extended or replaced.
(6) WITHHOLDING TAX REIMBURSEMENT
During 2002, the Partnership received a reimbursement of taxes withheld from the
Limited Partners' distributions received in 2000 in connection with the sale of
its cable systems serving Kershaw, South Carolina and remitted to the state of
$10,900. The reimbursement has been credited back to the Limited Partners'
capital account and will be distributed upon liquidation.
(7) ASSET IMPAIRMENT CHARGE
During the third quarter of 2002, the Partnership recorded an asset impairment
charge of $1,433,700 on the property, plant and equipment related to its Snow
Hill, North Carolina cable system. It became apparent during the third quarter
of 2002, that based on the status of negotiations for the sale of the cable
system, the book value of the system would not be realized. As such, the assets
were written down to their estimated fair value. The assessment of fair value
considered the sale price in the proposed transaction with Telecommunications
Management, LLC.
During the fourth quarter of 2002, the Partnership recorded an asset impairment
charge of $423,100 on the property, plant and equipment related to its
Brownsville, North Carolina cable system. It became apparent during the fourth
quarter of 2002, that based on continuing customer losses primarily in its
Covington franchise area, the book value of the system would not be realized. As
such the assets were written down to their estimated fair value. The assessment
of fair value considered the sale price in the proposed transaction with
Telecommunications Management, LLC.
F-12
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(8) COMMITMENTS AND CONTINGENCIES
The Partnership's franchise agreement with the City of Covington, Tennessee
("the City") expired in 1994. By agreement with the City, the Partnership has
continued to operate the cable system in Covington and pay franchise fees to the
City on a month-to-month basis until a new franchise agreement is reached. In
March 2000, the Corporate General Partner submitted a renewal proposal to the
City on behalf of the Partnership. In November 2000, the City sold municipal
bonds to finance construction of a municipally-owned cable system. The City
completed the construction project in the first quarter of 2002 and is actively
competing with the Partnership. In addition, the City of Covington is exploring
the possibility of extending its cable system into the surrounding County of
Tipton, another of the Partnership's franchise areas. Management believes that
if the City of Covington extends its plant into the County the loss of customers
would have an adverse affect on the financial condition and result of operations
of the Partnership.
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. The Partnership has continued to operate the 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, the
Partnership believes that if a competing system were built, the loss of
customers would have an adverse impact on the financial condition and results of
operations of the Partnership. As of December 31, 2002, the Partnership had
approximately 1,000 basic customers in the City of Bolivar, and approximately
500 in the City of Covington.
LITIGATION
In July 2002, the Partnership received a letter from the City Attorney advising
the Partnership that it may not operate within the city limits and demanding the
Partnership discontinue service within thirty days. On August 7, 2002, the
Corporate General Partner filed a lawsuit on behalf of the Partnership in the
United States District Court for the Western District of Tennessee ("the Court")
against the City, the Covington Electric System Board of Public Utilities and
Covington Cable. The Partnership alleges that the City and other defendants are
unlawfully attempting to shut down the Partnership's cable television system in
Covington, in order to eliminate competition to the new City-owned cable system.
The Partnership also alleges that the City failed to follow the federal
statutory procedures governing the renewal of a cable television franchise and
is now attempting to shut down the Partnership's cable system, without having
complied with those procedures or even formally having denied the numerous
renewal proposals, in contravention of federal law. The Partnership seeks a
declaration from the Court that the City's actions are unlawful and violate the
1992 Cable Act, franchise provisions, federal antitrust laws, state common law,
the Tennessee Consumer Protection Act and both the United States and Tennessee
Constitutions. The Partnership is also seeking a preliminary injunction against
all three defendants. The defendants have agreed to take no action against the
Partnership's provision of services in Covington until the Court has ruled on
the motion for preliminary injunction.
If the Partnership is unsuccessful in the lawsuit, the Partnership may have to
terminate its operations in the City of Covington. The loss of the Partnership's
franchise and the related loss of customers would have a significant adverse
impact on the Partnership's financial condition and operating results. An
impairment charge of $423,100 was recorded in the fourth quarter of 2002 on
Brownsville's property, plant and equipment and franchise costs, which includes
all properties served by the Brownsville headend, namely Covington, Bolivar and
Brownsville. Collectively, the properties had a carrying value of $2,614,900 at
December 31, 2002. This is approximately 76.8% of the total property, plant and
equipment of the Partnership.
In addition to the matter set forth above, the Partnership is involved from time
to time in routine legal matters and other claims incidental to its business.
The Partnership believes that the resolution of such matters will not have a
material adverse impact on its financial position or results of operations.
REGULATION IN THE CABLE TELEVISION INDUSTRY
F-13
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
The operation of a cable system is extensively regulated by the Federal
Communications Commission (FCC), some state governments and most local
governments. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations. The 1996 Telecom Act altered the regulatory structure
governing the nation's communications providers. It removed barriers to
competition in both the cable television market and the local telephone market.
Among other things, it reduced the scope of cable rate regulation and encouraged
additional competition in the video programming industry by allowing local
telephone companies to provide video programming in their own telephone service
areas.
The 1996 Telecom Act required the FCC to undertake a number of implementing
rulemakings. Moreover, Congress and the FCC have frequently revisited the
subject of cable regulation. Future legislative and regulatory changes could
adversely affect the Partnership's operations.
The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. During the years
ended December 31, 2002, 2001 and 2000, the amounts refunded by the Partnership
have been insignificant. The Partnership may be required to refund additional
amounts in the future.
INSURANCE
Insurance coverage is maintained for all of the cable television properties
owned or managed by Charter to cover damage to cable distribution systems,
customer connections and against business interruptions resulting from such
damage. This coverage is subject to a significant annual deductible which
applies to all of the cable television properties owned or managed by Charter,
including those of the Partnership.
(9) EMPLOYEE BENEFIT PLAN
The Partnership participates in a cash or deferred profit sharing plan (the
"Profit Sharing Plan") sponsored by a subsidiary of the Corporate General
Partner, which covers substantially all of its employees. The Profit Sharing
Plan provides that each participant may elect to make a contribution in an
amount up to 15% of the participant's annual compensation which otherwise would
have been payable to the participant as salary. Effective January 1, 1999, the
Profit Sharing Plan was amended, whereby the Partnership would make the
participants' contribution equal to 100% of the first 3% and 50% of the next 2%
of the participants' contributions. Contributions of approximately $10,600,
$9,300 and $5,400 were made during 2002, 2001 and 2000, respectively.
(10) TRANSACTIONS WITH THE CORPORATE GENERAL PARTNER AND AFFILIATES
The Partnership has a management and service agreement (the "Management
Agreement") with Enstar Cable Corporation ("Enstar Cable"), a wholly owned
subsidiary of the Corporate General Partner, for a monthly
F-14
ENSTAR INCOME PROGRAM 1984-1, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
management fee of 5% of gross revenues to Enstar Cable excluding revenues from
the sale of cable television systems or franchises. Management fee expense was
$162,100, $186,100 and $232,100 for the years ended December 31, 2002, 2001 and
2000, respectively. Management fees are non-interest bearing.
In addition to the monthly management fee, the Partnership reimburses Enstar
Cable for direct expenses incurred on behalf of the Partnership, and for the
Partnership's allocable share of operational costs associated with services
provided by Enstar Cable. Additionally, Charter and its affiliates provide other
management and operational services for the Partnership. These expenses are
charged to the properties served based primarily on the Partnership's allocable
share of operational costs associated with the services provided. The total
amount charged to the Partnership for these services and direct expenses was
$244,600, $223,200 and $338,300 for the years ended December 31, 2002, 2001 and
2000, respectively.
Substantially all programming services had been purchased through Charter.
Charter charges the Partnership for these costs based on its costs. The
Partnership recorded programming fee expense of $778,200, $855,500 and $939,600
for the years ended December 31, 2002, 2001 and 2000, respectively. Programming
fees are included in service costs in the accompanying statements of operations.
(11) RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Partnership adopted SFAS No. 143 on January
1, 2003. The adoption of SFAS No. 143 did not have a material impact on the
Partnership's financial condition or results of operations.
In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. SFAS No. 145 will be adopted by the Partnership beginning
January 1, 2003, except for the provisions relating to the amendment of SFAS No.
13, which will be adopted for transactions occurring subsequent to May 15, 2002.
Adoption of SFAS No. 145 did not have a material impact on the financial
statements of the Partnership.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred rather than when a company commits to such an
activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS No. 146 will be adopted by the Partnership
for exit or disposal activities that are initiated after December 31, 2002.
Adoption of SFAS No. 146 will not have a material impact on the financial
statements of the Partnership.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, it amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of the method
used on reported results. Adoption of SFAS No. 148 did not have a material
impact on the financial statements of the Partnership.
F-15
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1a Asset Purchase Agreement, dated November 8, 2002, by and among Telecommunications
Management, LLC and Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar
Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar VII, L.P., Enstar
VIII, L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems Venture and Enstar Cable of
Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the quarterly report on Form 10-Q of
Enstar Income Program II-2, L.P. filed on November 12, 2002 (File No. 000-14505)).
2.1b Letter of Amendment, dated as of February 6, 2003, between Enstar Income Program II-2, L.P.,
Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth
Program Six-A, L.P., Enstar Vii, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and Telecommunications
Management, LLC (Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K of
Enstar Income/Growth Program Five-A, L.P. filed on February 14, 2003 (File No. 000-16779)).
2.2a Asset Purchase Agreement dated June 21, 2000, by and among Multimedia Acquisition Corp., as
Buyer, and Enstar Income Program 1984-1, L.P., Enstar Income Program IV-3, L.P., Enstar
Income/Growth Program Six-A, L.P., Enstar VII, Enstar VIII and Enstar X, Ltd., as Sellers.
(Incorporated by reference to the Current Report on Form 8-K of Enstar Income Program 1984-1,
L.P., File No. 000-13333, filed on June 30, 2000.)
2.2b Amendment dated September 29, 2000, of the Asset Purchase Agreement dated June 21, 2000, by
and among Multimedia Acquisition Corp., as Buyer, and Enstar Income Program 1984-1, L.P.,
Enstar Income Program IV-3, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar VII, Enstar
VIII and Enstar X, Ltd., as Sellers. (Incorporated by reference to the exhibits to the Current
Report on Form 10-Q of Enstar Income/Growth Program Six-A, File No. 000-17687 for the quarter
ended September 30, 2000.)
3 The Sixteenth Amended and Restated Agreement of Limited Partnership of Enstar Income Program
1984-1, L.P., Dated as of August 1, 1988. (Incorporated by reference to the exhibits to the
Registrant's Annual Report on Form 10-K, File No. 000-13333 for the fiscal year ended
December 31, 1988.)
10.1 Management Agreement between Enstar Income Program 1984-1 and Enstar Cable Corporation.
(Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No.
000-13333 for the fiscal year ended December 31, 1986.)
10.2 Management Services Agreement between Enstar Cable Corporation and Falcon Communications,
L.P. dated as of September 30, 1998 (Incorporated by reference to the exhibits to the Annual Report
on Form 10-K of Enstar Income Program II-1, L.P., File No. 000-14508 for the fiscal year ended
December 31, 2001.)
10.3 Service agreement between Enstar Communications Corporation, Enstar Cable Corporation and
Falcon Communications, L.P. dated as of September 30, 1998 (Incorporated by reference to the
Exhibits to the Annual Report on Form 10-K of Enstar Income Program II-1, L.P., File No.
000-14508 for the fiscal year ended December 31, 2001.)
10.4 Consulting Agreement between Enstar Communications Corporation and Falcon Communications,
L.P. dated as of September 30, 1998 (Incorporated by reference to the exhibits to the Annual Report
on Form 10-K of Enstar Income Program II-1, L.P., File No. 000-14508 for the fiscal year ended
December 31, 2001.)
10.5 Franchise Ordinance and related documents thereto granting a non-exclusive community antenna
television franchise for the City of Covington, Tennessee. (Incorporated by reference to the
exhibits to the Registrant's Annual Report on Form 10-K, File No. 000-13333 for the fiscal year
ended December 31, 1987.)
10.6 Franchise Ordinance and related documents thereto granting a non-exclusive community antenna
television franchise for the City of Brownsville, Tennessee. (Incorporated by reference to the
exhibits to the Registrant's Annual Report on Form 10-K, File No. 000-13333 for the fiscal year
E-1
ended December 31, 2001.)
**14.1 Code of Conduct adopted January 28, 2003
21.1 Subsidiaries: None.
** 99.1 Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (Chief Administrative Officer).
** 99.2 Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (Principal Financial Officer).
** filed herewith
E-2