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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
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: 000-15705
ENSTAR INCOME PROGRAM IV-1, L.P.
---------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1648322
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131
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(Address of principal executive offices including zip code)
(314) 965-0555
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(Registrant's telephone number, including area code)
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 reports), and (2) has been subject to such filing requirements
for the past 90 days. YES [X] NO [ ]
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ENSTAR INCOME PROGRAM IV-1, L.P.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2003
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements - Enstar Income Program IV-1, L.P.
Condensed Statements of Net Assets in Liquidation as of September 30, 2003 3
and December 31, 2002
Condensed Statements of Changes in Net Assets in Liquidation for the three and nine months 4
ended September 30, 2003
Condensed Statements of Operations for the three and nine months ended September 30, 2002 5
Condensed Statement of Cash Flows for the nine months ended September 30, 2002 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19
Item 4. Controls and Procedures 21
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 23
EXHIBIT INDEX 24
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
ENSTAR INCOME PROGRAM IV-1, L.P.
CONDENSED STATEMENTS OF NET ASSETS IN LIQUIDATION
(SEE NOTE 2)
SEPTEMBER 30, DECEMBER 31,
2003 2002
----------- -----------
(UNAUDITED)
ASSETS:
Cash ................................................ $ 3,200 $ 208,400
Equity in net assets of PBD Joint Venture ........... 3,374,100 2,837,300
Equity in net assets of Macoupin Joint Venture....... -- 42,000
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Total assets ...................................... 3,377,300 3,087,700
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LIABILITIES:
Accounts payable and accrued liabilities ............ 47,200 340,400
Due to affiliates ................................... 14,200 580,200
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Total liabilities ................................. 61,400 920,600
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NET ASSETS IN LIQUIDATION:
General Partners .................................... 9,700 (17,200)
Limited Partners .................................... 3,306,200 2,184,300
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$ 3,315,900 $ 2,167,100
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See accompanying notes to condensed financial statements.
3
ENSTAR INCOME PROGRAM IV-1, L.P.
CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(SEE NOTE 2)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2003 SEPTEMBER 30, 2003
------------------ ------------------
Additions:
Distribution from PBD Joint Venture ....................................... $ -- $ 650,000
Distribution from Macoupin Joint Venture .................................. -- 42,000
Equity in changes in net assets in liquidation of PBD Joint Venture ....... 1,027,600 536,800
Interest income ........................................................... -- 500
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Total additions ......................................................... 1,027,600 1,229,300
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Deductions:
General and administrative expenses ....................................... 400 15,200
Equity in changes in net assets in liquidation of Macoupin Joint Venture... -- 42,000
Other ..................................................................... 12,600 23,300
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Total deductions ........................................................ 13,000 80,500
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Net increase in net assets in liquidation .................................. 1,014,600 1,148,800
NET ASSETS IN LIQUIDATION, beginning of period ............................. 2,301,300 2,167,100
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NET ASSETS IN LIQUIDATION, end of period ................................... $3,315,900 $3,315,900
========== ==========
See accompanying notes to condensed financial statements.
4
ENSTAR INCOME PROGRAM IV-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2002
------------------ ------------------
EQUITY IN NET INCOME OF JOINT VENTURES:
Enstar IV/PBD Systems Venture ............................. $ 82,500 $ 3,272,200
Enstar Cable of Macoupin County ........................... 15,800 2,360,700
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98,300 5,632,900
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OPERATING EXPENSES:
General and administrative expenses ....................... (13,900) (46,700)
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(13,900) (46,700)
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OTHER INCOME (EXPENSE):
Interest income ........................................... -- 1,300
Other income (expense) .................................... 17,800 (213,300)
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17,800 (212,000)
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NET INCOME ................................................. $ 102,200 $ 5,374,200
=========== ===========
Net income allocated to General Partners ................... $ 1,000 $ 98,200
=========== ===========
Net income allocated to Limited Partners ................... $ 101,200 $ 5,276,000
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NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST......... $ 2.53 $ 131.96
=========== ===========
LIMITED PARTNERSHIP UNITS OUTSTANDING DURING PERIOD........ 39,982 39,982
=========== ===========
See accompanying notes to condensed financial statements.
5
ENSTAR INCOME PROGRAM IV-1, L.P.
CONDENSED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2002
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................. $ 5,374,200
Adjustments to reconcile net loss to net cash from operating activities:
Equity in net income of joint ventures ................................ (5,632,900)
Changes in:
Accounts payable and due to affiliates ................................ 125,200
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Net cash flows from operating activities ............................. (133,500)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from Joint Ventures ...................................... 7,305,800
Other investing activities ............................................. (129,900)
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Net cash flows from investing activities ............................. 7,175,900
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CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to General Partners ....................................... (72,300)
Distribution to Limited Partners ....................................... (7,161,800)
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Net cash flows from financing activities ............................. (7,234,100)
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Net decrease in cash .................................................... (191,700)
CASH, beginning of period ............................................... 288,200
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CASH, end of period ..................................................... $ 96,500
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See accompanying notes to condensed financial statements.
6
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for Enstar Income
Program IV-1, L.P. (the Partnership) as of September 30, 2003, and for the three
and nine months ended September 30, 2003 and 2002, are unaudited. These
condensed interim financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 2002. In the opinion
of management, the condensed interim financial statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the results of such periods. The changes in net assets in
liquidation for the three and nine months ended September 30, 2003 are not
necessarily indicative of results for the entire year.
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.
As discussed in Note 2, the financial statements as of September 30, 2003 and
December 31, 2002 are presented on a liquidation basis of accounting.
Accordingly, the financial information in the condensed statements of changes in
net assets in liquidation for the three and nine months ended September 30, 2003
is presented on a different basis of accounting than the financial statements
for the three and nine months ended September 30, 2002, which were prepared on
the historical cost basis of accounting. As a result, depreciation and
amortization ceased upon conversion to liquidation accounting and capital
expenditures are expensed as incurred.
Certain reclassifications have been made to conform to current period
presentation.
2. LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE SYSTEMS
Effective August 31, 2003, pursuant to an asset purchase agreement dated
November 8, 2002 as amended, the Joint Venture completed the sale of its only
remaining cable system to Telecommunications Management, LLC (Telecommunications
Management) for a total adjusted sales price of approximately $2,782,500
(approximately $800 per customer acquired), subject to post closing adjustments
(the Telecommunications Management Sale). The Telecommunications Management Sale
was part of a larger transaction in which the Partnership and eight other
affiliated partnerships sold all of their remaining assets used in the
operations of their respective cable systems to Telecommunications Management
for a total cash sales price of $12,354,600 after closing adjustments. Excess of
net proceeds over net book value of cable systems in the PBD Joint Venture's
statement of changes in net assets in liquidation represents the cash proceeds
net of transaction costs received from the Telecommunications Management Sale in
excess of the net book value of the cable system assets sold.
The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the
Telecommunications Management Sale and the subsequent liquidation and
dissolution of the PBD Joint Venture and the Partnership. In April 2003, the
required number of votes necessary to implement the plan of liquidation were
obtained. As a result, the Partnership changed its basis of accounting to the
liquidation basis as of December 31, 2002. Upon changing to the liquidation
basis of accounting, the Partnership recorded $25,000 of accrued costs of
liquidation in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation representing an estimate of the costs to
be incurred after the sale of the PBD Joint Venture's final cable system but
prior to dissolution of the Partnership. In addition, the Partnership's equity
in net assets of the PBD Joint Venture decreased by $15,300 as a result of the
accrued costs of liquidation recorded at the PBD Joint Venture. Because reliable
estimates of the PBD Joint Venture's future operating results or the ultimate
realizable value of the PBD Joint Venture's property, plant and equipment could
not be developed due to uncertainties surrounding the final dissolution of the
PBD Joint Venture, no adjustments were recorded, prior to the sale of the PBD
Joint Venture's assets, to reflect the Partnership's equity in net assets of the
PBD Joint Venture at estimated realizable value. Accordingly, the assets in the
Partnership's accompanying statement of net assets in liquidation as of December
31, 2002 have been stated at historical book values. Net assets in liquidation
as of
7
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2003 represent the estimated distributions to the Limited Partners
and the General Partners. Distributions ultimately made to the partners upon
liquidation will differ from the net assets in liquidation recorded in the
Partnership's accompanying statements of net assets in liquidation as of
September 30, 2003 as a result of adjustments recorded to the realizable value
of the assets of the PBD Joint Venture and adjustments to estimated costs of
liquidation. No adjustments were made to accrued costs of liquidation during the
three and nine months ended September 30, 2003.
The Corporate General Partner's intention is to terminate the Partnership as
expeditiously as possible. After paying or providing for the payment of the
expenses of the sale, the Corporate General Partner will make one or more
distributions of the Partnership's allocable share of the remaining net sale
proceeds distributed from the Joint Venture, in accordance with its partnership
agreement. In November 2003 the Partnership intends to make an initial
distribution payment of $2.9 million to the Limited Partners. A final
liquidating distribution will occur on or after approximately 13 months
following the close of the transaction upon the release of the indemnity escrow
and the receipt of the remaining proceeds of such escrow if any.
On April 10, 2002, pursuant to an asset purchase agreement dated August 29,
2001, the Partnership, together with its affiliates, Enstar Income Program IV-2,
L.P. ("Enstar IV-2"), collectively with the Partnership, the "Venturers", and
Enstar Income Program IV-3, L.P. ("Enstar IV-3"), completed the sale of the
Enstar Cable of Macoupin County's (Macoupin Joint Venture) systems to Charter
Communications Entertainment I, LLC ("CCE-I"), an affiliate of the Corporate
General Partner and an indirect subsidiary of Charter Communications, Inc.
("Charter"), for a total sale price of approximately $9.1 million, the
Partnership's one-third share of which is approximately $3.0 million, and,
together with Enstar IV-2, the sale to Interlink Communications Partners, LLC of
the Enstar IV/PBD Systems Venture's (the "PBD Joint Venture") (collectively with
the Macoupin Joint Venture, "the Joint Ventures") Mt. Carmel system for a total
sale price of approximately $5.0 million, the Partnership's one-half share of
which is approximately $2.5 million (the "Charter Sale"). The Charter Sale was
part of a larger transaction in which the Partnership and five other affiliated
partnerships (which, together with the Partnership are collectively referred to
as the "Charter Selling Partnerships") sold all of their assets used in the
operation of their respective Illinois cable television systems to CCE-I and two
of its affiliates (also referred to, with CCE-I, as the "Purchasers") for a
total cash sale price of $63.0 million. Each Charter Selling Partnership
received the same value per customer. In addition, the Limited Partners of each
of the Charter Selling Partnerships approved an amendment to their respective
partnership agreement to allow the sale of assets to an affiliate of such
partnership's General Partner. The Purchasers are each indirect subsidiaries of
the Corporate General Partner's ultimate parent company, Charter, and,
therefore, are affiliates of the Partnership and each of the other Charter
Selling Partnerships.
In addition, on March 21, 2002, pursuant to an asset purchase agreement dated
September 4, 2001, the Partnership, together with Enstar IV-2, completed the
sale of the Poplar Bluff franchise area with the City of Poplar Bluff, Missouri
for a sale price of approximately $8.0 million (the "Poplar Bluff Sale"), the
Partnership's one-half share of which is approximately $4.0 million.
The Telecommunications Management Sale, Charter Sale and Poplar Bluff Sale
resulted from a sale process actively pursued since 1999, when the Corporate
General Partner sought purchasers for all of the cable television systems of the
Selling Partnerships, as well as eight other affiliated limited partnership
cable operators 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 Joint Ventures and the other affiliated Enstar
partnerships) to effectively compete and be financially successful. This
determination was based on the anticipated cost of electronics and additional
equipment to enable the Joint Ventures' systems to operate on a two-way basis
with improved technical capacity, insufficiency of Joint Ventures cash reserves
and cash flows from operations to finance such expenditures, limited customer
growth potential due to the Joint Ventures' systems' rural location, and a
general inability of a small cable system operator such as the Joint Ventures to
benefit from economies of scale and the ability to combine and integrate systems
that large cable operators have. Although limited plant upgrades have been made,
the Corporate General Partner projected that if the Joint Ventures made the
comprehensive additional upgrades deemed necessary to enable enhanced and
competitive services, particularly two-way capability, the Joint
8
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Ventures would not recoup the costs or regain its ability to operate profitably
within the remaining term of its franchises, and as a result, making these
upgrades would not be economically prudent. In addition, the City of Poplar
Bluff sold bonds to raise money and constructed a competing cable system within
the city limits.
3. TRANSACTIONS WITH THE GENERAL PARTNERS 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 management fee of 5%
of gross revenues. No management fees were paid by the Partnership during 2003
and 2002.
Enstar Cable has entered into identical agreements with the PBD Joint Venture
and the Macoupin Joint Venture, of which the Partnership is a joint venturer and
co-general partner, except that the Macoupin Joint Venture pays Enstar Cable a
4% management fee. The PBD Joint Venture's management fee expense approximated
$11,600 and $18,200 for the three months ended September 30, 2003 and 2002,
respectively, and $53,400 and $90,100 for the nine months ended September 30,
2003 and 2002, respectively. The Macoupin Joint Venture's management fee expense
approximated $2,100 for the period from April 1, 2002 to April 10, 2002 and
$21,000 for the period from January 1, 2002 to April 10, 2002. In addition, the
Macoupin Joint Venture is also required to pay the Corporate General Partner an
amount equal to 1% of the Macoupin Joint Venture's gross revenues. The Macoupin
Joint Venture's management fee expense to the Corporate General Partner
approximated $500 for the period from April 1, 2002 to April 10, 2002 and $5,300
for the period from January 1, 2002 to April 10, 2002. No management fee is
payable to Enstar Cable by the Partnership with respect to any amounts received
by the Partnership from the Joint Ventures. Management fees are non-interest
bearing.
The Management Agreement also provides that the Partnership reimburse Enstar
Cable for direct expenses incurred on behalf of the Partnership and the
Partnership's allocable share of Enstar Cable's operational costs. Additionally,
Charter and its affiliates provide other management and operational services for
the Partnership and the Joint Ventures. These expenses are charged to the
properties served based primarily on the Partnership's or Joint Venture's
allocable share of operational costs associated with the services provided. The
total amount charged to the PBD Joint Venture for these services was $23,300 and
$12,000 for the three months ended September 30, 2003 and 2002, respectively,
and $124,300 and $191,700 for the nine months ended September 30, 2003 and 2002,
respectively. The total amount charged to the Macoupin Joint Venture for these
costs approximated $14,800 for the period from April 1, 2002 to April 10, 2002
and $63,900 for the period from January 1, 2002 to April 10, 2002.
Substantially all programming services are purchased through Charter. Charter
charges the Joint Ventures for these costs based on an allocation of its costs.
The PBD Joint Venture recorded programming fee expense of $70,900 and $102,000
for the three months ended September 30, 2003 and 2002, respectively, and
$289,800 and $492,400 for the nine months ended September 30, 2003 and 2002,
respectively. The Macoupin Joint Venture recorded programming fee expense of
$12,500 for the period from April 1, 2002 to April 10, 2002 and $119,500 for the
period from January 1, 2002 to April 10, 2002. Programming fees are included in
service costs in the accompanying condensed statements of changes in net assets
in liquidation and statements of operations.
As disclosed in Charter's Quarterly Report on Form 10-Q, the parent of the
Corporate General Partner and the Manager is the defendant in twenty-two class
action and shareholder lawsuits and is the subject of a grand jury investigation
being conducted by the United States Attorney's Office for the Eastern District
of Missouri into certain of its accounting and reporting practices, focusing on
how Charter reported customer numbers and its reporting of amounts received from
digital set-top terminal suppliers for advertising. The United States Attorney's
Office has publicly stated that Charter is not currently a target of the
investigation. Charter has also been advised by the United States Attorney's
Office that no member of its board of directors, including its Chief Executive
Officer, is a target of the investigation. On July 24, 2003, a federal grand
jury charged four former officers of Charter with conspiracy and mail and wire
fraud, alleging improper accounting and reporting practices focusing on revenue
from digital set-top terminal suppliers and inflated subscriber account numbers.
On July 25, 2003, one of the former officers who was indicted entered a guilty
plea. Charter has informed the Corporate General Partner that they are fully
cooperating with the investigation.
9
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these matters
could have a material adverse effect on Charter's results of operations and
financial condition which could in turn have a material adverse effect on the
Partnership.
4. NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST
Net income per unit of limited partnership interest is based on the average
number of units outstanding during the periods presented. For this purpose, net
income excluding gain on sale of cable systems has been allocated 99% to the
Limited Partners and 1% to the General Partners. Gain on sale of cable systems
has been allocated in accordance with the partnership agreement, first to the
Limited Partners and then to the General Partners to eliminate any negative
equity balance on the date of sale, and then in the amount of 99% to the Limited
Partners and 1% to the General Partners. Gains and losses will be allocated in
this manner until the Limited Partners have received an amount equal to their
adjusted subscription amount and liquidation preference, as defined, and
thereafter 80% to the Limited Partners and 20% to the General Partners. The
General Partners do not own units of partnership interest in the Partnership,
but rather hold a participation interest in the income, losses and distributions
of the Partnership.
Distributions have been allocated in accordance with the partnership agreement,
99% to the Limited Partners and 1% to the General Partners. Distributions will
be allocated in this manner until the Limited Partners have received an amount
equal to their adjusted subscription amount and liquidation preference, as
defined, and thereafter 80% to the Limited Partners and 20% to the General
Partners. Upon dissolution of the Partnership, distributions will be made in
amounts equal to the respective partners remaining capital account balances. Any
negative capital account balances remaining after all allocation and
distributions are made must be funded by the respective partners.
5. EQUITY IN NET ASSETS OF JOINT VENTURES
ENSTAR IV/PBD SYSTEMS VENTURE
The Partnership and an affiliated partnership, Enstar IV-2 each own 50% of the
PBD Joint Venture. Each joint venturer shares equally in the profits and losses
of the PBD Joint Venture. The investment in the PBD Joint Venture is accounted
for on the equity method. Condensed financial information for the PBD Joint
Venture as of September 30, 2003 and December 31, 2002 and the three and nine
months ended September 30, 2003 are presented in the following statement of net
assets in liquidation and statement of changes in net assets in liquidation. The
condensed results of operations is also presented for the three and nine months
ended September 30, 2002.
The PBD Joint Venture finalized its proposed plan of liquidation in December
2002 in connection with the Partnership's filing of a proxy to obtain the
approval of the Limited Partners of the Venturers for the Telecommunications
Management Sale and the subsequent liquidation and dissolution of the PBD Joint
Venture and the Partnerships. In March and April 2003, the required number of
votes necessary to implement the plan of liquidation were obtained from the
Limited Partners of Enstar IV-2 and the Partnership. As a result, the PBD Joint
Venture changed its basis of accounting to the liquidation basis as of December
31, 2002. Upon changing to liquidation basis accounting, the PBD Joint Venture
recorded $30,600 of accrued costs of liquidation in accounts payable and accrued
liabilities on the accompanying statement of net assets in liquidation
representing an estimate of the costs to be incurred after the sale of the final
cable system but prior to dissolution of the PBD Joint Venture. Because reliable
estimates of future operating results or the ultimate realizable value of
property, plant and equipment could not be developed due to the current
uncertainties surrounding the final dissolution of the PBD Joint Venture, no
adjustments were recorded, prior to the sale, to reflect the assets at estimated
realizable value or to reflect estimates of future operating results.
Accordingly, the assets in the accompanying statement of net assets in
liquidation of the PBD Joint Venture as of December 31, 2002 have been stated at
historical book values. Net assets in liquidation as of September 30, 2003
represent the estimated distributions to the Venturers. Distributions ultimately
made to the Venturers upon liquidation will differ from the net assets in
liquidation recorded in the accompanying statements of net assets in liquidation
as of September 30, 2003 as a result of post closing purchase price adjustments
and adjustments to estimated costs of liquidation. No adjustments were made to
accrued costs of liquidation during the three and nine months ended September
30, 2003.
10
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The Corporate General Partner's intention is to settle the outstanding
obligations of the PBD Joint Venture and terminate the PBD Joint Venture as
expeditiously as possible. Final dissolution of the PBD Joint Venture and
related cash distributions to the Venturers will occur upon obtaining final
resolution of all liquidation issues. In November 2003 an initial distribution
payment will be made to the Partnership, which will in turn be distributed to
the Limited Partners. A final liquidating distribution will occur on or after
approximately 13 months following the close of the transaction upon the release
of the indemnity escrow and the receipt of the remaining proceeds of such escrow
if any.
Distributions from the PBD Joint Venture to the Partnership were $650,000 and
$4,126,700 during the nine months ended September 30, 2003 and 2002,
respectively.
11
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
ENSTAR IV/PBD SYSTEMS VENTURE
CONDENSED STATEMENTS OF NET ASSETS IN LIQUIDATION
(SEE NOTE 2)
SEPTEMBER 30, DECEMBER 31,
2003 2002
---------- ----------
(UNAUDITED)
ASSETS:
Cash and cash equivalents ................... $6,890,100 $5,788,900
Prepaid expenses ............................ -- 5,200
Property, plant and equipment ............... -- 818,400
Franchise cost .............................. -- 3,500
Escrow deposits ............................. 105,400 --
---------- ----------
Total assets ................................ 6,995,500 6,616,000
========== ==========
LIABILITIES:
Accounts payable ............................ -- 21,400
Accrued liabilities ......................... 32,300 106,800
Due to purchaser ............................ 72,100 --
Due to affiliates ........................... 142,900 813,200
---------- ----------
Total liabilities ........................... 247,300 941,400
---------- ----------
NET ASSETS IN LIQUIDATION:
Enstar Income Program IV-1, L.P.............. 3,374,100 2,837,300
Enstar Income Program IV-2, L.P............. 3,374,100 2,837,300
---------- ----------
$6,748,200 $5,674,600
========== ==========
12
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
ENSTAR IV/PBD SYSTEMS VENTURE
CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(SEE NOTE 2)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2003 SEPTEMBER 30, 2003
------------------ ------------------
Additions: ................................................ $ 231,600 $1,068,400
Revenues
Excess of net proceeds over net book value
of cable systems......................................... 1,979,300 1,968,600
Interest income .......................................... 7,000 31,000
---------- ----------
Total additions ........................................ 2,217,900 3,068,000
---------- ----------
Deductions:
Service costs ............................................ 106,100 420,200
General and administrative expenses ...................... 16,900 75,600
General partner management fees and reimbursed expenses... 34,900 177,700
Distributions to venturers ............................... -- 1,300,000
Capital expenditures ..................................... 4,800 20,900
---------- ----------
Total deductions ....................................... 162,700 1,994,400
---------- ----------
Net increase in net assets in liquidation ................. 2,055,200 1,073,600
NET ASSETS IN LIQUIDATION, beginning of period ............ 4,693,000 5,674,600
---------- ----------
NET ASSETS IN LIQUIDATION, end of period .................. $6,748,200 $6,748,200
========== ==========
13
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
ENSTAR IV/PBD SYSTEMS VENTURE
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 2002
------------------ ------------------
REVENUES .................................................. $ 363,100 $ 1,801,300
----------- -----------
OPERATING EXPENSES:
Service costs ............................................ 134,100 701,900
General and administrative expenses ...................... 26,200 208,800
General partner management fees and reimbursed expenses... 30,200 281,800
Depreciation and amortization ............................ 33,700 327,000
----------- -----------
224,200 1,519,500
----------- -----------
Operating income ....................................... 138,900 281,800
----------- -----------
OTHER INCOME (LOSS):
Interest income .......................................... 30,600 54,900
Gain (loss) on sale of cable systems ..................... (4,600) 6,207,600
----------- -----------
26,000 6,262,500
----------- -----------
NET INCOME ................................................ $ 164,900 $ 6,544,300
=========== ===========
14
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
ENSTAR CABLE OF MACOUPIN COUNTY
The Partnership and two affiliated partnerships, Enstar IV-2 and Enstar IV-3
(collectively referred to as the "Joint Venturers") each own one-third of the
Macoupin Joint Venture. Each of the Joint Venturers share equally in the profits
and losses of the Macoupin Joint Venture. The investment in the Macoupin Joint
Venture is accounted for on the equity method.
As a result of the Charter sale, the Macoupin Joint Venture changed its basis of
accounting to the liquidation basis on April 10, 2002. Accordingly, the assets
in the accompanying statement of net assets in liquidation as of December 31,
2002 are stated at estimated realizable values and the liabilities are reflected
at estimated settlement amounts. There were no significant adjustments recorded
upon changing to liquidation basis accounting. Net assets in liquidation as of
December 31, 2002 represent the estimated distribution to the Venturers. The
Joint Venture distributed $3,990,000 for the period from April 11, 2002 to
September 30, 2002. In January 2003, all remaining assets of the Macoupin Joint
Venture were distributed including a final distribution of $126,000 made to the
Joint Venturers of which the Partnership's portion is $42,000.
Condensed financial information for the Macoupin Joint Venture as of December
31, 2002 and for the nine months ended September 30, 2003 are presented in the
following statement of net assets in liquidation and statement of changes in net
assets in liquidation. The condensed results of operations are also presented
for the period from April 1, 2002 to April 11, 2002 and from January 1, 2002 to
April 10, 2002. As all remaining assets of the Macoupin Joint Venture have been
distributed, the statement of net assets in liquidation is not presented as of
September 30, 2003.
15
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
ENSTAR CABLE OF MACOUPIN COUNTY
CONDENSED STATEMENT OF NET ASSETS IN LIQUIDATION
DECEMBER 31, 2002
ASSETS:
Cash and cash equivalents .............. $171,700
--------
Total assets ........................... 171,700
--------
LIABILITIES:
Due to affiliates ...................... 45,700
--------
Total liabilities ...................... 45,700
--------
NET ASSETS IN LIQUIDATION:
Enstar Income Program IV-1, L.P......... 42,000
Enstar Income Program IV-2, L.P......... 42,000
Enstar Income Program IV-3, L.P......... 42,000
--------
$126,000
========
16
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
ENSTAR CABLE OF MACOUPIN COUNTY
CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(UNAUDITED)
NINE MONTHS PERIOD FROM
ENDED APRIL 11, 2002 TO
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
------------------ ------------------
Additions:
Reduction in accrued costs of liquidation ...... $ -- $ 22,400
Interest income ................................ -- 49,500
----------- -----------
-- 71,900
----------- -----------
Deductions:
Distribution to joint venturers ................ (126,000) (9,537,300)
----------- -----------
(126,000) (9,537,300)
----------- -----------
Net change in net assets in liquidation ......... (126,000) (9,465,400)
NET ASSETS IN LIQUIDATION, beginning of period... 126,000 9,589,900
----------- -----------
NET ASSETS IN LIQUIDATION, end of period ........ $ -- $ 124,500
=========== ===========
17
ENSTAR INCOME PROGRAM IV-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
ENSTAR CABLE OF MACOUPIN COUNTY
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
PERIOD FROM PERIOD FROM
APRIL 1, 2002 TO JANUARY 1, 2002 TO
APRIL 10, 2002 APRIL 10, 2002
---------------- -------------------
REVENUES .................................................. $ 52,000 $ 526,000
----------- -----------
OPERATING EXPENSES:
Service costs ............................................ 14,400 172,300
General and administrative expenses ...................... 38,200 87,400
General partner management fees and reimbursed expenses .. 17,400 90,200
Depreciation and amortization ............................ 10,800 86,600
----------- -----------
80,800 436,500
----------- -----------
OPERATING INCOME (LOSS) ................................... (28,800) 89,500
----------- -----------
OTHER INCOME:
Interest income .......................................... 200 2,200
Gain on sale of cable systems ............................ 6,918,500 6,918,500
----------- -----------
6,918,700 6,920,700
----------- -----------
NET INCOME ................................................ $ 6,889,900 $ 7,010,200
=========== ===========
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
This report includes certain forward-looking statements regarding, among other
things, our future costs of liquidation, legal requirements, and our estimated
future distributions. Such forward-looking statements involve risks and
uncertainties including, without limitation, the uncertainty of legislative and
regulatory changes and the costs required to liquidate the partnership. In
addition to the information provided herein, reference is made to our Annual
Report on Form 10-K for the year ended December 31, 2002 for additional
information regarding such matters and the effect thereof on our business.
Effective August 31, 2003, pursuant to an asset purchase agreement dated
November 8, 2002 as amended, the Joint Venture completed the sale of its only
remaining cable system to Telecommunications Management, LLC (Telecommunications
Management) for a total adjusted sales price of approximately $2,782,500
(approximately $800 per customer acquired), subject to post closing adjustments
(the Telecommunications Management Sale). The Telecommunications Management Sale
was part of a larger transaction in which the Partnership and eight other
affiliated partnerships sold all of their remaining assets used in the
operations of their respective cable systems to Telecommunications Management
for a total cash sales price of $12,354,600 after closing adjustments. Excess of
net proceeds over net book value of cable systems represents the cash proceeds
net of transaction costs received from the Telecommunications Management Sale in
excess of the net book value of the cable system assets sold.
The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the
Telecommunications Management Sale and the subsequent liquidation and
dissolution of the PBD Joint Venture and the Partnership. In April 2003, the
required number of votes necessary to implement the plan of liquidation were
obtained. As a result, the Partnership changed its basis of accounting to the
liquidation basis as of December 31, 2002. Upon changing to the liquidation
basis of accounting, the Partnership recorded $25,000 of accrued costs of
liquidation in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation representing an estimate of the costs to
be incurred after the sale of the PBD Joint Venture's final cable system but
prior to dissolution of the Partnership. In addition, the Partnership's equity
in net assets of the PBD Joint Venture decreased by $15,300 as a result of the
accrued costs of liquidation recorded at the PBD Joint Venture. Because reliable
estimates of the PBD Joint Venture's future operating results or the ultimate
realizable value of the PBD Joint Venture's property, plant and equipment could
not be developed due to uncertainties surrounding the final dissolution of the
PBD Joint Venture, no adjustments were recorded, prior to the sale of the PBD
Joint Venture's assets, to reflect the Partnership's equity in net assets of the
PBD Joint Venture at estimated realizable value. Accordingly, the assets in the
Partnership's accompanying statement of net assets in liquidation as of December
31, 2002 have been stated at historical book values. Net assets in liquidation
as of September 30, 2003 represent the estimated distributions to the Limited
Partners and the General Partners. Distributions ultimately made to the partners
upon liquidation will differ from the net assets in liquidation recorded in the
Partnership's accompanying statements of net assets in liquidation as of
September 30, 2003 as a result of adjustments recorded to the realizable value
of the assets of the PBD Joint Venture and adjustments to estimated costs of
liquidation. No adjustments were made to accrued costs of liquidation during the
three and nine months ended September 30, 2003.
All of our cable television business operations have been conducted through
participation as a partner with a 50% and a one-third interest in Enstar IV/PBD
Systems Venture (the PBD Joint Venture) and Enstar Cable of Macoupin County (the
Macoupin Joint Venture), (collectively, the Joint Ventures), respectively. Our
participation in the Joint Ventures is equal to our affiliated partner, Enstar
Income Program IV-2, L.P. (Enstar IV-2), of the PBD Joint Venture, and partners,
Enstar IV-2 and Enstar Income Program IV-3, L.P. (Enstar IV-3), of the Macoupin
Joint Venture, with respect to capital contributions, obligations and
commitments, and results of operations. Accordingly, in considering our
financial condition and results of operations, consideration must also be made
of those matters as they relate to the Joint Ventures. The following discussion
reflects such consideration, and with respect to results of operations, a
separate discussion is provided for each entity.
19
RESULTS OF OPERATIONS
THE PARTNERSHIP
The Partnership operated the PBD Joint Venture through August 31, 2003 but had
no operations for the period subsequent to that date as a result of the
Telecommunications Management Sale discussed above. Accordingly, no discussion
of operating results for the period from July 1, 2003 to September 30, 2003 and
the three months ended September 30, 2002, as well as the period from January 1,
2003 to September 30, 2003 and the nine months ended September 30, 2002, has
been provided as such analysis is not relevant.
Net assets in liquidation at September 30, 2003 were $3,315,900, consisting of
current assets of $3,377,300 (primarily equity in net assets in liquidation of
PBD Joint Venture), offset by current liabilities of $61,400. The net change in
net assets in liquidation for the three and nine months ended September 30, 2003
was an increase of $1,014,600 and $1,148,800, respectively, which was primarily
due to an increase in the equity in net assets of the PBD Joint Venture.
THE ENSTAR IV/PBD SYSTEMS VENTURE
The PBD Joint Venture operated its properties through August 31, 2003 but had no
operations for the period subsequent to that date as a result of the
Telecommunications Management Sale discussed above. Accordingly, no discussion
of operating results for the period from July 1, 2003 to September 30, 2003 and
the three months ended September 30, 2002, as well as the period from January 1,
2003 to September 30, 2003 and the nine months ended September 30, 2002, has
been provided as such analysis is not relevant.
Net assets in liquidation at September 30, 2003 were $6,748,200, consisting of
current assets of $6,995,500, offset by current liabilities of $247,300. The net
change in net assets in liquidation for the three and nine months ended
September 30, 2003 was an increase of $2,055,200 and $1,073,600, respectively,
which was primarily due to the excess of net proceeds over the net book value of
cable systems.
ENSTAR CABLE OF MACOUPIN COUNTY
On April 10, 2002, the Macoupin Joint Venture completed the sale of its cable
systems and accordingly had no operations for the three or nine months ended
September 30, 2003.
Final dissolution of the Macoupin Joint Venture occurred in January 2003 with
the final cash distribution to the joint venturers of $126,000.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased $205,200 from $208,400 at December 31, 2002
to $3,200 at September 30, 2003 primarily due to repayments of $586,000 on the
amounts due to affiliates and remittance of $282,300 in withholding taxes
related to the April 2002 sale of the Partnership's Illinois cable systems which
had been recorded in accounts payable and accrued expenses offset by
distributions of $692,000 received from the Joint Ventures. Amounts due to
affiliates at December 31, 2002 primarily represent accrued and unpaid
management fees and other allocated expenses accrued since the fourth quarter of
2000. Cash and cash equivalents decreased $191,700 from $288,200 at December 31,
2001 to $96,500 at September 30, 2002 primarily as a result of $133,500 of cash
used in operating activities and $7,234,100 distribution to partners offset by a
$7,305,800 distribution from Joint Ventures.
The Corporate General Partner's intention is to terminate the PBD Joint Venture
and the Partnership as expeditiously as possible. After paying or providing for
the payment of the expenses of the sale, the Corporate General Partner will make
one or more distributions of the Partnership's allocable share of the remaining
net sale proceeds distributed from the Joint Venture, in accordance with its
partnership agreement. In November 2003 we intend to make an initial
distribution payment of $2.9 million to the Limited Partners. A final
liquidating distribution will occur on or after approximately 13 months
following the close of the transaction upon the release of the indemnity escrow
and the receipt of the remaining proceeds of such escrow if any.
20
CERTAIN TRENDS AND UNCERTAINTIES
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.
As disclosed in Charter's Quarterly Report on Form 10-Q, the parent of the
Corporate General Partner and the Manager is the defendant in twenty-two class
action and shareholder lawsuits and is the subject of a grand jury investigation
being conducted by the United States Attorney's Office for the Eastern District
of Missouri into certain of its accounting and reporting practices, focusing on
how Charter reported customer numbers and its reporting of amounts received from
digital set-top terminal suppliers for advertising. The United States Attorney's
Office has publicly stated that Charter is not currently a target of the
investigation. Charter has also been advised by the United States Attorney's
Office that no member of its board of directors, including its Chief Executive
Officer, is a target of the investigation. On July 24, 2003, a federal grand
jury charged four former officers of Charter with conspiracy and mail and wire
fraud, alleging improper accounting and reporting practices focusing on revenue
from digital set-top terminal suppliers and inflated subscriber account numbers.
On July 25, 2003, one of the former officers who was indicted entered a guilty
plea. Charter has informed the Corporate General Partner that they are fully
cooperating with the investigation.
Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these matters
could have a material adverse effect on Charter's results of operations and
financial condition which could in turn have a material adverse effect on us.
ITEM 4. CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, our Corporate General
Partner, including our Chief Administrative Officer and Principal Financial
Officer, evaluated the effectiveness of the design and operation of our
disclosure controls and procedures with respect to the information generated for
use in this Quarterly Report. The evaluation was based in part upon reports and
affidavits provided by a number of executives. Based upon, and as of the date of
that evaluation, our Chief Administrative Officer and Principal Financial
Officer concluded that the disclosure controls and procedures were effective to
provide reasonable assurances that information required to be disclosed in the
reports we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms.
There was no change in our internal control over financial reporting during the
quarter ended September 30, 2003 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
In designing and evaluating the disclosure controls and procedures, our
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance of
achieving the desired control objectives and management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Based upon the above evaluation, we believe that our
controls do provide such reasonable assurances.
21
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
Exhibit
Number Description of Document
------ -----------------------
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 of
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)).
2.1c Letter of Amendment, dated as of April 24, 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 April
25, 2003 (File No. 000-16779)).
2.1d Letter of Amendment, dated as of November 8, 2002, 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 June
9, 2003 (File No. 000-16779)).
2.1e Close of Asset Purchase Agreement, dated as of September 11, 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
September 16, 2003 (File No. 000-16779)).
31.1 Certificate of Chief Administrative Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *
31.2 Certificate of Chief Financial Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *
32.1 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). *
32.2 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
(B) REPORTS ON FORM 8-K
On September 16, 2003 the registrant filed a current report on Form 8-K
dated September 11, 2003 to announce the close of the asset purchase
agreement dated November 8, 2002.
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENSTAR INCOME PROGRAM IV-1, L.P.
By: ENSTAR COMMUNICATIONS CORPORATION
-----------------------------------
Corporate General Partner
Date: November 14, 2003 By: /s/ Paul E. Martin
-----------------------------------
Name: Paul E. Martin
Title: Senior Vice President and Corporate
Controller (Principal Financial Officer
and Principal Accounting Officer)
23
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------ -----------------------
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 of
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)).
2.1c Letter of Amendment, dated as of April 24, 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 April
25, 2003 (File No. 000-16779)).
2.1d Letter of Amendment, dated as of November 8, 2002, 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 June
9, 2003 (File No. 000-16779)).
2.1e Close of Asset Purchase Agreement, dated as of September 11, 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
September 16, 2003 (File No. 000-16779)).
31.1 Certificate of Chief Administrative Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *
31.2 Certificate of Chief Financial Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *
32.1 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). *
32.2 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
24