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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, 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: 000-16779 ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.  (Exact name of registrant as specified in its charter)
 Georgia
    
    58-1712898(State or other jurisdiction of incorporation or
organization)
    
    (I.R.S. Employer Identification Number)12405 Powerscourt Drive
St. Louis, Missouri 63131
    
    (314) 965-055(Address of principal executive offices including zip code)
    
    (Registrants telephone number, including area code)
 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 registeredUnits 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 o 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. o State the aggregate market value of the voting equity securities held by
non-affiliates of the registrant: All of the registrants 59,766 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.




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ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. 2003 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PagePART IItem 1. Business
    
    
    
    
    3Item 2. Properties
    
    
    
    
    5Item 3. Legal Proceedings
    
    
    
    
    5Item 4. Submission of Matters to a Vote of Security Holders
    
    
    
    
    6PART IIItem 5. Market for the Registrants Equity Securities and Related Security Holder Matters
    
    
    
    
    7Item 6. Selected Financial Data
    
    
    
    
    8Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    
    
    11Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    
    
    14Item 8. Financial Statements and Supplementary Data
    
    
    
    
    14Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    
    
    14Item 9A. Controls and Procedures
    
    
    
    
    14PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    
    
    15Item 11. Executive Compensation
    
    
    
    
    17Item 12. Security Ownership of Certain Beneficial Owners and Management
    
    
    
    
    18Item 13. Certain Relationships and Related Transactions
    
    
    
    
    18PART IVItem 14. Principal Accounting Fees and Services
    
    
    
    
    20Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    
    
    20Signatures
    
    
    
    
    22
 This annual report on Form 10-K is for the year ended December 31, 2003. 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/Growth Program Five-A, L.P.




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PART I 
 ITEM 1. BUSINESS. Introduction Enstar Income/Growth Program Five-A, L.P., a Georgia limited partnership (the
Partnership), was engaged in the ownership and operation of cable television
systems in and around the cities of Greensburg, Russell Springs, Liberty,
Monticello, and Cumberland, Kentucky, Jellico and Campbell County, Tennessee
and Wheatland and Pomme de Terre, Missouri. All of our cable television business operations were conducted through the
Partnerships participation as a co-general partner with a 50% interest in
Enstar Cable of Cumberland Valley (the Joint Venture), the other general
partner of which is also a limited partnership of which our Corporate General
Partner is also the General Partner. The Joint Venture was formed in order to
enable each of its partners to participate in the acquisition and ownership of
a more diverse pool of systems by combining certain of its financial resources.
Because all of the Partnerships operations were conducted through its
participation in the Joint Venture, much of the discussion in this report
relates to the Joint Venture and its activities. References to the Partnership
include the Joint Venture, where appropriate. The General Partners of the Partnership are Enstar Communications Corporation,
a Georgia corporation (the Corporate General Partner) and Robert T. Graff,
Jr. (the Individual 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. On November 12, 1999, the Corporate General Partner became an
indirect controlled subsidiary of Charter Communications, Inc., also called
Charter, a large cable operator, serving approximately 6.54 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 Charter Plaza, 12405 Powerscourt Drive, St. Louis, MO
63131-0555 and their telephone number is (314) 965-0555. Charter has a website
accessible at http://www.charter.com. The Partnerships public filings are available from the Securities and Exchange
Commission at 1-800-SEC-0330 or at Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at www.sec.gov. Liquidation Basis Accounting and Sales of Cable Systems In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Joint Venture 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 Joint Ventures systems to operate on a two-way basis with improved
technical capacity, insufficiency of Joint Ventures cash reserves and cash
flows from operations to finance such expenditures, limited customer growth
potential due to the Joint Ventures systems rural location, and a general
inability of a small cable system operator such as the Joint Venture to benefit
from economies of scale and the ability to combine and integrate systems that
large cable operators have. Although, certain limited upgrades have been made,
the Corporate General Partner projected that if the Joint Venture made the
additional comprehensive upgrades deemed necessary, the Joint Venture 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 March 2003, a majority of the Limited Partners of the Venturers approved the
sale of the Joint Ventures final cable systems and a plan of liquidation of
the Joint Venture and the Partnership. On March 31, 2003, pursuant to an asset
purchase agreement dated September 30, 2002, the Joint Venture completed the
sale of headends in and around Monticello, Kentucky to Access Cable Television,
Inc. for a total sale price of approximately $6 million. Also on 3




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March 31,
2003, pursuant to an asset purchase agreement dated October 8, 2002, the Joint
Venture completed the sale of headend in Russell Springs, Kentucky to
Cumberland Cellular, Inc. (collectively with the Monticello headends, the
Monticello System) for a total sale price of approximately $3 million. On November 8, 2002, the Joint Venture entered into an asset purchase agreement
providing for the sale of the Pomme de Terre, Missouri headend to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $502,800 (approximately $599 per customer
acquired). This sale was a part of a larger transaction in which the Joint
Venture and eight other affiliated partnerships (which, together with the Joint
Venture are collectively referred to as the Telecommunications Management
Selling Partnerships) sold 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 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale
was subject to the approval of the holders of the other Telecommunications
Management Selling Partnerships. In addition, the transaction was subject to
certain closing conditions, including regulatory and franchise approvals. The
Partnership Agreement gives the general partners the authority to sell
insubstantial portions of the property and assets of the Partnership without
unitholder approval. On February 6, 2003, the Joint Venture entered into a side letter amending the
asset purchase agreement providing for the sale of that portion of the system
serving communities in and around Pomme de Terre, Missouri to
Telecommunications Management. The side letter amended the asset purchase
agreement and deposit escrow agreement to extend the date of the second
installment of the deposit and outside closing date each by 60 days. On April
7, 2003, the second installment of the escrow deposit was due and was not made. On April 24, 2003, the Joint Venture entered into another side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The April 24, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit to May 15, 2003 and the outside
closing date to September 30, 2003. On June 6, 2003, the Joint Venture entered into a third side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The June 6, 2003 side letter amended
the asset purchase agreement to reduce the purchase price of the remaining
cable systems in the Selling Partnerships to approximately $14,487,200, subject
to closing sale price adjustments, of which approximately $461,500 related to
the cable system in the Partnership. In addition, $250,000 was deposited in
the Deposit Escrow Account concurrent with the execution of the side letter. Effective August 31, 2003, the Joint Venture completed the Telecommunications
Management Sale of its only remaining cable system for a total adjusted sales
price of approximately $393,600 (approximately $550 per customer acquired),
subject to post closing adjustments. The Partnership finalized its proposed plan of liquidation on November 30, 2002
in connection with the filing of a proxy to obtain partner approval for the
sales of the Monticello Systems and the subsequent liquidation and dissolution
of the Joint Venture and the Partnership. In March 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 November 30, 2002. Accordingly, the assets in the accompanying
statement of net assets in liquidation as of December 31, 2003 and 2002 have
been stated at estimated realizable values and the liabilities have been
reflected at estimated settlement amounts. The statements of operations,
partnership capital and cash flows for the period from January 1, 2003 through
November 30, 2002 and for the year ended December 31, 2001 have been presented
on a going concern basis comparable to prior periods and do not reflect the
effects of the change to the liquidation basis of accounting. The change to
liquidation basis accounting resulted in an increase to equity in net assets of
joint venture of $1.6 million. In addition, estimated accrued costs of
liquidation of $23,200 were recorded in accounts payable and accrued
liabilities on the accompanying statement of net assets in liquidation as an
estimate of costs to be incurred subsequent to the sales of the systems but
prior to final dissolution of the Partnership. Net assets in liquidation as of
December 31, 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
December 31, 2003 as a result of post closing adjustments to the sale proceeds
received by the Joint Venture and adjustments to accrued costs of liquidation.
No adjustments were made to accrued costs of liquidation during the year ended
December 31, 2003. No assurance can be given as to the amount of final
distributions to be made to the partners. 4




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The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with the Partnership Agreement. The
Partnership made an initial distribution payment of $4.6 million to the Limited
Partners in July 2003. A second and final liquidating distribution will occur
on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any. In order to reduce costs during the liquidation period, we submitted a request
for a no action letter on October 30, 2003 (the Letter) from the Division of
Corporation Finance (the Division) of the Securities and Exchange Commission
seeking to relieve us from filing annual and quarterly reports on Forms 10-K
and 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Letter requested that the Division not recommend enforcement action
to the Commission against us for not filing these reports, subject to complying
with the requirements of the Letter. Our request currently is pending with the
Division and no relief has been granted. As such, we will continue to file
annual and quarterly reports on Forms 10-K and 10-Q under the Exchange Act
pending receipt of a favorable no action letter or until final dissolution of
the Partnership. However, in connection with the relief requested by the
Letter, we have undertaken not to consent to the admission of any transferee of
units as a limited partner in the Partnership, subject to the terms of our
partnership agreement, except for transfers for estate planning, gift and
intra-family transfer purposes. Following approval of the no action letter, we
will continue to provide financial statements to the Limited Partners in a
non-public presentation. Competition Prior to the Telecommunications Management Sale, we faced competition in the
areas of price, services and service reliability. Our key competitors included
Direct Broadcast Satellite, broadcast television, traditional overbuilds,
telephone companies and utilities, private cable and wireless distribution.
Following the Telecommunications Management Sale, we ceased operations and
therefore have no competition. Employees The various personnel required to operate our business up through the close of
the Telecommunications Management Sale were employed by the Corporate General
Partner, its subsidiary corporation, and Charter, the cost of which was charged
directly to the Partnership. Following the Telecommunications Management Sale,
we ceased operations and terminated the remaining employees of the Partnership. 
 ITEM 2. PROPERTIES. All of our cable systems and the associated property leased or owned by them
were sold effective August 31, 2003. 
 ITEM 3. LEGAL PROCEEDINGS. As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, 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
the Partnership. 5




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2003. 6




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PART II 
 ITEM 5. MARKET FOR THE REGISTRANTS EQUITY SECURITIES AND RELATED SECURITY
HOLDER MATTERS. Restrictions on Admission as Limited Partner Our only remaining activities include settling our affairs in the normal course
of liquidation and our only remaining assets consist of temporary investments
in short-term securities and the right to receive certain escrowed amounts. In
addition, there has historically been only limited trading in our limited
partnership units and the units have never been listed or traded on a public
securities exchange or on any similar trading facility. Therefore, in order to
reduce costs during the liquidation period, we submitted a request for a no
action letter on October 30, 2003 (the Letter) from the Division of
Corporation Finance (the Division) of the Securities and Exchange Commission
seeking to relieve us from filing annual and quarterly reports on Forms 10-K
and 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Letter requested that the Division not recommend enforcement action
to the Commission against us for not filing these reports, subject to complying
with the requirements of the Letter. Our request currently is pending with the
Division and no relief has been granted. As such, we will continue to file
annual and quarterly reports on Forms 10-K and 10-Q under the Exchange Act
pending receipt of a favorable no action letter or until final dissolution of
the Partnership. However, in connection with the relief requested by the
Letter, we have undertaken not to consent to the admission of any transferee of
units as a limited partner in the Partnership, subject to the terms of our
partnership agreement, except for transfers for estate planning, gift and
intra-family transfer purposes. Following approval of the no action letter, we
will continue to provide financial statements to the Limited Partners in a
non-public presentation. The approximate number of equity security holders of record was 1,383 as of
December 31, 2003. Distributions The amended Partnership Agreement generally provides that all cash
distributions, as defined, be distributed 1% to the General Partners and 99% to
the Limited Partners until the Limited Partners have received aggregate cash
distributions equal to their original capital contributions (Capital
Payback). The Partnership Agreement also provides that all Partnership
profits, gains, operational losses, and credits, all as defined, be distributed
1% to the General Partners and 99% to the Limited Partners until the Limited
Partners have been allocated net profits equal to the amount of cash flow
required for Capital Payback. After the Limited Partners have received cash
flow equal to their initial investments, the General Partners will receive a 1%
allocation of cash flow from sale or liquidation of a system until the Limited
Partners have received an annual simple interest return of at least 10% of
their initial investments less any distributions from previous system sales or
refinancing of systems. Thereafter, the respective allocations will be made
20% to the General Partners and 80% to the Limited Partners. Any losses from
system sales or exchanges shall be allocated first to all partners having
positive capital account balances (based on their respective capital accounts)
until all such accounts are reduced to zero and thereafter to the Corporate
General Partner. All allocations to individual Limited Partners will be based
on their respective limited partnership ownership interests. 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 General Partners until their capital accounts are increased
to zero, and thereafter as outlined in the preceding paragraph. 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 allocations and distributions are
made must be funded by the respective partners. Due from affiliates as of
December 31, 2003 includes $31,500 of negative capital account balances that
are expected to be funded by the General Partners. The Partnership Agreement
limits the amount of debt the Partnership may incur. We began making periodic cash distributions to the Limited Partners from
operations in February 1988 and continued through March 1990. The
distributions were funded primarily from distributions received by the
Partnership from the Joint Venture. No distributions were made during 2002 or
2001. In 2003, we distributed $4.6 million to our partners from the proceeds
received from the sale of our remaining cable systems. 7




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The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with its partnership agreement. A
second and final liquidating distribution will occur on or after October 2004
upon the release of the indemnity escrow and the receipt of the remaining
proceeds of such escrow if any. 
 ITEM 6. SELECTED FINANCIAL DATA. The table below presents selected financial data of the Partnership and of the
Joint Venture for the five years ended December 31, 2003. This data should be
read in conjunction with the Partnerships and Joint Venture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. I. THE PARTNERSHIP For the period from
    
    Year Ended December 31,January 1, 2002 toNovember 30,OPERATIONS STATEMENT DATA
    
    2002 (1)
    
    2001
    
    2000
    
    1999Equity in net income of joint venture
    
    $
    146,300
    
    
    $
    62,200
    
    
    $
    285,600
    
    
    $
    199,200Operating expenses
    
    
    (61,000
    )
    
    
    (65,800
    )
    
    
    (106,700
    )
    
    
    (41,400
    )Net income (loss)
    
    $
    85,300
    
    
    $
    (3,600
    )
    
    $
    178,900
    
    
    $
    157,800Per unit of limited partnership interest:Net income (loss)
    
    $
    1.41
    
    
    $
    (0.06
    )
    
    $
    2.96
    
    
    $
    2.61OTHER
OPERATING DATANet cash from operating activities
    
    $
    (78,600
    )
    
    $
    (3,700
    )
    
    $
    (34,500
    )
    
    $
    (45,000
    )Net cash from investing activities
    
    $
    78,200
    
    
    $
    
    
    
    $
    
    
    
    $
    64,000
 As of December 31,BALANCE SHEET DATA
    
    2001
    
    2000
    
    1999Total assets
    
    $
    4,950,700
    
    
    $
    4,892,200
    
    
    $
    4,641,100General Partners deficit
    
    $
    (76,000
    )
    
    $
    (76,000
    )
    
    $
    (77,800
    )Limited Partners capital
    
    $
    4,888,800
    
    
    $
    4,892,400
    
    
    $
    4,715,300
   (1)
    
    This information excludes the effect of the change to the liquidation basis
of accounting. 8




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For the period fromFor the Year Ended
    
    December 1, 2002 toDecember 31, 2003
    
    December 31, 2002CHANGES IN NET ASSETS IN LIQUIDATION DATADistribution from Joint Venture
    
    $
    5,970,000
    
    
    $
    Total additions
    
    
    5,970,000
    
    
    
    General and administrative expenses
    
    
    19,400
    
    
    
    9,200Equity in changes in net assets of Joint Venture
    
    
    6,000,500
    
    
    
    800Distribution to partners
    
    
    4,556,600
    
    
    
    Other
    
    
    29,600
    
    
    
    Total deductions
    
    
    10,606,100
    
    
    
    10,000Net decrease in net assets in liquidation
    
    $
    (4,636,100
    )
    
    $
    (10,000
    )
 As of December 31,2003
    
    2002NET ASSETS IN LIQUIDATION DATATotal assets
    
    $
    1,876,800
    
    
    $
    6,644,200Net assets in liquidation
    
    $
    1,852,900
    
    
    $
    6,489,000
 9




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II. ENSTAR CABLE OF CUMBERLAND VALLEY For the period
fromJanuary 1, 2002 to
    
    Year Ended December 31,November 30,2002 (1)
    
    2001
    
    2000
    
    1999OPERATIONS STATEMENT DATARevenues
    
    $
    5,792,400
    
    
    $
    6,587,400
    
    
    $
    6,539,500
    
    
    $
    6,780,200Operating expenses
    
    
    (3,989,600
    )
    
    
    (4,583,700
    )
    
    
    (4,116,600
    )
    
    
    (4,413,500
    )Depreciation and amortization
    
    
    (1,568,000
    )
    
    
    (1,897,200
    )
    
    
    (1,841,400
    )
    
    
    (1,824,500
    )Operating income
    
    
    234,800
    
    
    
    106,500
    
    
    
    581,500
    
    
    
    542,200Interest income
    
    
    57,900
    
    
    
    90,200
    
    
    
    43,900
    
    
    
    37,600Interest expense
    
    
    
    
    
    
    (3,400
    )
    
    
    (45,200
    )
    
    
    (181,400
    )Other expense
    
    
    (100
    )
    
    
    (68,900
    )
    
    
    (9,000
    )
    
    
    Net income
    
    $
    292,600
    
    
    $
    124,400
    
    
    $
    571,200
    
    
    $
    398,400Distributions paid to venturers
    
    $
    156,400
    
    
    $
    
    
    
    $
    
    
    
    $
    128,000OTHER OPERATING DATANet cash from operating activities
    
    $
    2,341,100
    
    
    $
    2,924,500
    
    
    $
    1,820,100
    
    
    $
    2,162,800Net cash from investing activities
    
    $
    (1,063,900
    )
    
    $
    (856,600
    )
    
    $
    (567,800
    )
    
    $
    (570,100
    )Net cash from financing activities
    
    $
    (156,400
    )
    
    $
    
    
    
    $
    
    
    
    $
    (1,128,000
    )Capital expenditures
    
    $
    1,061,300
    
    
    $
    818,400
    
    
    $
    547,600
    
    
    $
    558,600
 As of December 31,2001
    
    2000
    
    1999BALANCE SHEET DATATotal assets
    
    $
    11,317,400
    
    
    $
    10,665,600
    
    
    $
    10,521,800Venturers capital
    
    $
    9,898,800
    
    
    $
    9,744,400
    
    
    $
    9,203,200
  (1)
    
    This information excludes the effect of the change to the liquidation basis
of accounting. For the period fromFor the Year Ended
    
    December 1, 2002 toDecember 31, 2003
    
    December 31, 2002CHANGES IN NET ASSETS IN LIQUIDATION DATARevenue
    
    $
    1,568,900
    
    
    $
    497,900Interest income
    
    
    45,900
    
    
    
    6,000Total additions
    
    
    1,614,800
    
    
    
    503,900Operating expenses
    
    
    985,000
    
    
    
    372,800Other expenses
    
    
    
    
    
    
    6,800Capital expenditures
    
    
    37,500
    
    
    
    63,000Distributions to venturers
    
    
    11,940,000
    
    
    
    Excess of net book value of cable systems over net proceeds
    
    
    262,300
    
    
    
    Total deductions
    
    
    13,224,800
    
    
    
    442,600Recognition of accrued net operating results
    
    
    (391,000
    )
    
    
    (62,900
    )Net decrease in net assets in liquidation
    
    $
    (12,001,000
    )
    
    $
    (1,600
    )
 10




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##### 



As of December 31,2003
    
    2002NET ASSETS IN LIQUIDATION DATATotal assets
    
    $
    1,402,100
    
    
    $
    15,400,000Net assets in liquidation
    
    $
    1,280,600
    
    
    $
    13,281,600
 
 ITEM 7. 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 costs required to liquidate the Partnership, as
discussed more fully elsewhere in this Report. The Partnership finalized its proposed plan of liquidation on November 30, 2002
in connection with the filing of a proxy to obtain partner approval for the
sales of the Monticello System and the subsequent liquidation and dissolution
of the Joint Venture and the Partnership. In March 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 November 30, 2002. Accordingly, the assets in the accompanying
statement of net assets in liquidation as of December 31, 2003 and 2002 have
been stated at estimated realizable values and the liabilities have been
reflected at estimated settlement amounts. The statements of operations,
partnership capital and cash flows for the period from January 1, 2002 through
November 30, 2002 and for the year ended December 31, 2001 have been presented
on a going concern basis comparable to prior periods and do not reflect the
effects of the change to the liquidation basis of accounting. The change to
liquidation basis accounting resulted in an increase to equity in net assets of
joint venture of $1.6 million. In addition, estimated accrued costs of
liquidation of $23,200 were recorded in accounts payable and accrued
liabilities on the accompanying statement of net assets in liquidation as an
estimate of costs to be incurred subsequent to the sales of the systems but
prior to final dissolution of the Partnership. Net assets in liquidation as of
December 31, 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
December 31, 2003 as a result of post closing adjustments to the sale proceeds
received by the Joint Venture and adjustments to accrued costs of liquidation.
No adjustments were made to accrued costs of liquidation during the year ended
December 31, 2003. No assurance can be given as to the amount of final
distributions to be made to the partners. All of our cable television business operations were conducted through our
participation as a partner with a 50% interest in Enstar Cable of Cumberland
Valley (the Joint Venture). Our participation was equal to our affiliated
partner (Enstar Income/Growth Program Five-B, L.P.) under the joint venture
agreement with respect to capital contributions, obligations and commitments,
and results of operations. Accordingly, in considering the financial condition
and results of operations for us, consideration must also be made of those
matters as they relate to the Joint Venture. The following discussion reflects
such consideration, and with respect to results of operations, a separate
discussion is provided for each entity. Critical Accounting Estimates As discussed above, the financial statements are presented on the liquidation
basis of accounting as of December 31, 2003 and 2002 and for the year ended
December 31, 2003 and the period from December 1, 2002 to December 31, 2002. These financial statements include estimates regarding the
estimated costs to liquidate the partnership and the ultimate resolution of
various items accrued for in the financial statements as well as post closing
adjustments to sale proceeds received by the Partnership. No assurance can be
given as to the amount of final distributions to be made to the partners. 11




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##### 



Results of Operations The Partnership The Partnership operated its 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 and the sales of the Monticello Systems
discussed above. In addition, the Partnership changed to the liquidation basis
of accounting on November 30, 2002. Accordingly, no discussion of operating
results for the year ended December 31, 2003 compared to the year ended
December 31, 2002 has been provided as the periods are not comparable nor are
they presented on a comparable basis of accounting. Net assets in liquidation at December 31, 2003 were $1,852,900, consisting of
current assets of $1,876,800, offset by current liabilities of $23,900. The
net change in net assets in liquidation for year ended December 31, 2003 was a
decrease of $4,636,100, which was primarily due to distributions to partners of
$4,556,600. Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 For purposes of this analysis, the periods from January 1, 2002 to November 30,
2002 and December 1, 2002 to December 31, 2002 are combined to aid
comparability of periods. Operating expenses increased $4,400 from $65,800 to $70,200, or 6.7%, for the
year ended December 31, 2002, respectively, compared to the year ended December
30, 2001. The increase was primarily due to an increase in professional fees. The Joint Venture The 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 and the sales of the Monticello Systems
discussed above. In addition, the Joint Venture changed to the liquidation
basis of accounting on November 30, 2002. Accordingly, no discussion of
operating results for the year ended December 31, 2003 compared to the year
ended December 31, 2002 has been provided as such analysis is not relevant. Net assets in liquidation at December 31, 2003 were $1,280,600, consisting of
current assets of $1,402,100, offset by current liabilities of $121,500. The
net change in net assets in liquidation for year ended December 31, 2003 was a
decrease of $12,001,000, which was primarily due to distributions to Limited
Partners of $11,940,000. Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 For purposes of this analysis, the periods from January 1, 2002 to November 30,
2002 and December 1, 2002 to December 31, 2002 are combined to aid
comparability of periods. The Joint Ventures revenues decreased $297,100 from $6,587,400 to $6,290,300,
or 4.5%, for the year ended December 31, 2002 as compared to the year ended
December 31, 2001. The decrease was primarily due to a decline in basic and
premium service customers. As of December 31, 2002 and 2001, the Joint Venture
had approximately 12,500 and 14,000 basic customers and 1,800 and 3,400 premium
service units, respectively. The decline in customers is primarily due to
competition from satellite providers and customer reaction to increased prices. Service costs increased $73,900 from $2,347,800 to $2,421,700, or 3.1%, for the
year ended December 31, 2002 as compared to the year ended December 31, 2001.
Service costs represent costs directly attributable to providing cable services
to customers. The increase was primarily due to an increase in personnel costs
which had previously been paid by Charter and reimbursed by the Joint Venture
but is now directly paid by the Joint Venture. General and administrative expenses decreased $119,800 from $1,047,200 to
$927,400, or 11.4%, for the year ended December 31, 2002 as compared to the
year ended December 31, 2001. The decrease is primarily due to a decline in
billing and insurance costs. General partner management fees and reimbursed expenses decreased $175,400 from
$1,188,700 to $1,013,300, or 14.8%, for the year ended December 31, 2002 as
compared to the year ended December 31, 2001. The decrease was primarily due
to the fact that personnel costs were previously paid by Charter and reimbursed
by the Joint Venture. 12




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##### 



Depreciation and amortization expense decreased $329,200 from $1,897,200 to
$1,568,000, or 17.4%, for the year ended December 31, 2002 as compared to the
year ended December 31, 2001. The decrease was primarily due to certain
franchise costs becoming fully amortized during the last half of 2001 and the
year ended December 31, 2002 partially offset by capital expenditures. In
addition, depreciation and amortization ceased upon adoption of liquidation
basis accounting. Interest income decreased $26,300 from $90,200 to $63,900, or 29.2%, for the
year ended December 31, 2002 as compared to the year ended December 31, 2001.
The decrease was primarily due to a decrease in interest rates on cash balances
available for investment for the year ended December 31, 2002 as compared to
the year ended December 31, 2001. Interest expense decreased from $3,400 to $0 for the year ended December 31,
2002 as compared to the year ended December 31, 2001. The decrease was due to
the expiration of our loan facility on August 31, 2001. Other expense of $6,900 and $68,900 for the year ended December 31, 2002 and
the year ended December 31, 2001, respectively represent other costs associated
with the termination of a potential sales agreement. Liquidity and Capital Resources The Partnership Cash and cash equivalents increased $1,201,600 from $3,400 at December 31, 2002
to $1,205,000 at December 31, 2003 primarily due to distributions of $5,970,000
received from the Joint Venture offset by distributions of $4,556,600 to
partners. Cash and cash equivalents increased $2,100 from $1,300 at December
31, 2001 to $3,400 at December 31, 2002 primarily as a result of $78,200 in
distributions from the Joint Venture offset by cash used by operating
activities. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible. The Partnership made an initial distribution
payment to the partners of approximately $4.6 million in July 2003. A second
and final liquidating distribution will occur on or after October 2004 upon the
release of the indemnity escrow and the receipt of the remaining proceeds of
such escrow if any. The Joint Venture Cash and cash equivalents decreased $4,433,900 from $5,557,000 at December 31,
2002 to $1,123,100 at December 31, 2003 primarily due to distributions of
$11,940,000 to the joint venturers and repayments on amounts due to affiliates
of $2,933,500 offset by proceeds from the sales of the Monticello systems of
approximately $9.0 million. Cash and cash equivalents increased $1,256,500
from $4,300,500 at December 31, 2001 to $5,557,000 at December 31, 2002
primarily as a result of cash provided by operating activities offset by
capital expenditures. The Joint Venture had capital expenditures of $37,500 for the year ended
December 31, 2003 and $1,061,300 for the period from January 1, 2002 to
November 30, 2002. In 2002, the Joint Venture commenced a limited plant and
technological upgrade to a small system digital solution necessary to maintain
compliance with franchise agreements. This effort was halted in the fourth
quarter of 2002 upon entering into the asset purchase agreements for the sales
of the remaining cable systems. 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 annual report on Form 10-K for the year ended
December 31, 2003, 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 13




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##### 



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 7A. 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. 
 ITEM 9A. 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 annual report. The evaluation was based in part upon reports
and affidavits provided by a number of executives of the Corporate General
Partner. 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
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. 14




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##### 



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 Enstar Communications Corporation. The directors and executive officers of the Corporate General Partner as of
December 31, 2003, all of whom have their principal employment in a comparable
position with Charter (except Paul Allen who is a director of Charter and not
the Corporate General Partner), are named below: NAME
    
    POSITIONPaul G. Allen
    
    Chairman of the Board of Directors of CharterCarl E. Vogel
    
    President and Chief Executive OfficerMargaret Maggie A. Bellville
    
    Executive Vice President  Chief Operating OfficerDerek Chang
    
    Executive Vice President of Finance and StrategyThomas A. Cullen
    
    Senior Vice President of Advanced Services and Business DevelopmentWayne H. Davis
    
    Senior Vice President, Engineering and Technical OperationsMichael P. Huseby
    
    Executive Vice President  Chief Financial OfficerMichael J. Lovett
    
    Senior Vice President, Operations SupportPaul E. Martin
    
    Senior Vice President and Corporate Controller (Principal
Financial Officer and Principal Accounting Officer)Steven A. Schumm
    
    Director of the Corporate General Partner, Executive Vice
President  Chief Administrative OfficerCurtis S. Shaw
    
    Executive Vice President, General Counsel and Secretary
 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. Paul G. Allen, 50, has been Chairman of the board of directors of Charter since
July 1999, and Chairman of the board of directors of Charter Investment, Inc.
(a predecessor to, and currently an affiliate of, Charter) since December 1998.
Mr. Allen, co-founder of Microsoft Corporation, has been a private investor
for more than 15 years, with interests in over 50 technology,
telecommunications, content and biotech companies. Mr. Allens investments
include Vulcan Inc., Vulcan Productions, Inc., the Portland Trail Blazers NBA
and Seattle Seahawks NFL franchises, and investments in TechTV, Inc.,
DreamWorks LLC, and Oxygen Media. In addition, he is a director of TechTV,
Inc., Vulcan Programming Inc., Vulcan Ventures, Vulcan Inc. (f/k/a Vulcan
Northwest), Vulcan Cable III, Inc. and numerous privately held companies. Carl E. Vogel, 46, has been a director, President and Chief Executive Officer
of Charter since October 2001. Mr. Vogel has more than 20 years experience in
telecommunications and the subscription television business. Prior to joining
Charter, he was a Senior Vice President of Liberty Media Corp. from November
1999 until October 2001, and Chief Executive Officer of Liberty Satellite and
Technology, a distributor of Internet data and other content via satellite,
from April 2000 until October 2001. 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 for managing
operations of all of AT&Ts cable broadband properties from June 1999 until
November 1999. From June 1998 to June 1999, when the business of Primestar
Inc. was sold, Mr. Vogel served as Chairman and 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 and member of the
Executive Committee of the National Cable & Telecommunications Association,
CableLabs and Digeo, Inc. and serves as a director of Women in Cable and
Telecommunications. Mr. Vogel holds a B.S. degree in Finance and Accounting
from St. Norbert College. His employment agreement provides that he will serve
on the board of directors of Charter. 15




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Margaret Maggie A. Bellville, 50, Executive Vice President and Chief
Operating Officer. Before joining Charter in December, 2002, Ms. Bellville was
President and Chief Executive Officer of Incanta Inc., a technology-based
streaming content company from 2001 to 2002. Incanta Inc. filed for bankruptcy
in April 2002. Prior to that, she worked for six years at Cox Communications,
beginning in 1995 as Vice President of Operations, she advanced to Executive
Vice President of Operations. Ms. Bellville joined Cox from Century
Communications, where she served as Senior Vice President. 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 Cable and Television
Association for Marketing Education Foundation. Derek Chang, 36, Executive Vice President of Finance and Strategy. Prior to
joining Charter, Mr. Chang was Executive Vice President of the Yankees
Entertainment and Sports (YES) Network, a regional sports programming network
in New York where he headed corporate development and financing activities from
the companys inception in 2001 until January 2003. Prior to joining YES, he
was the Chief Financial Officer and Co-Chief Operating Officer of GlobalCenter,
the web hosting subsidiary of Global Crossing. Mr. Chang worked for TCI
Communications/AT&T Broadband in Denver from 1997 to 2000, ultimately as
Executive Vice President of Corporate Development, where he directed mergers
and acquisitions activities and managed a multibillion dollar portfolio of
cable joint ventures. He was with InterMedia Partners in San Francisco from
1994 to 1997 where he held a number of positions and was ultimately Treasurer.
Mr. Chang received a B.A. degree from Yale University and an M.B.A. from the
Stanford University Graduate School of Business. Thomas A. Cullen, 44, Senior Vice President of Advanced Services and Business
Development. From January 2001 to October 2002, Mr. Cullen was General Partner
of Lone Tree Capital, a private equity partnership focused on investment
opportunities in the technology and communications sector. From March 1997 to
June 2000, Mr. Cullen was President of MediaOne Ventures. Prior to that, Mr.
Cullen served in several capacities with MediaOne Internet Services including
Vice President from April 1998 to June 2000 and Vice President of Business
Development from September 1995 to March 1997. Mr. Cullen is a member of the
board of directors of SportsLine USA, and a member of the Colorado State
University Global Leadership Council. Mr. Cullen is a graduate of Northern
Arizona University with a B.S. degree in Business Administration. He earned a
Master of Business Administration from the University of Colorado, and he
participated in a University of Pennsylvania, Wharton School Executive Program. Wayne H. Davis,50, Senior Vice President, Engineering and Technical
Operations. Prior to becoming Senior Vice President, Engineering and Technical
Operations, Mr. Davis was Assistant to the President/Vice President of
Management Services since July 2002 and prior to that, he was Vice President of
Engineering/Operations for Charters National Region from December 2001.
Before joining Charter Mr. Davis held the position of Vice President of
Engineering for Comcast Corporation, Inc. Prior to that, the held various
engineering positions including Vice President of Engineering for Jones
Intercable Inc. He began his career in the cable industry in 1980. He
attended the State University of New York at Albany. Mr. Davis serves as an
advisory board member of Cedar Point Communications, and as a board member of
@Security Broadband Corp., a company in which Charter owns an equity investment
interest. Mr. Davis is also a member of the Society of Cable
Telecommunications Engineers. Michael P. Huseby,49, Executive Vice President and Chief Financial Officer.
Mr. Huseby was Executive Vice President of Finance and Administration and Chief
Financial Officer of AT&T Broadband from 1999 until its merger with Comcast in
2002. Prior to joining Charter in January 2004, he served as a consultant to
Comcast and to Charter as President and founder of MPH Associates Inc., a
privately held management and information technology firm providing consulting
services to broadband industry clients. For ten years prior to joining AT&T,
Mr. Huseby was a partner in the professional services firm of Andersen
Worldwide. Mr. Huseby graduated from the University of Colorado at Boulder
with a degree in Business Administration. Michael J, Lovett,42, Senior Vice President, Operations Support. Mr. Lovett
joined Charter in August of 2003. Prior to joining Charter, Mr. Lovett was
Chief Operating Officer of Voyant Technologies, Inc., a voice conferencing
hardware/software solutions provider, from December 2001 to August 2003. From
November 2000 to December 2001, he was Executive Vice President of Operations
for OneSource, Inc., a startup delivering management/monitoring of firewalls
and virtual private networks. Prior to that, Mr. Lovett was Regional Vice
President at AT&T from June 1999 to November 2000 where he was responsible for
operations. Mr. Lovett was Senior Vice President at Jones Intercable from
October 1989 to June 1999 where he was responsible for operations in nine
states. Mr. Lovett began his career in cable television at Centel Corporation
where he held a number of positions. 16




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Paul E. Martin, 43, Senior Vice President, Corporate Controller, Principal
Financial Officer and Principal Accounting Officer. Prior to his promotion to
his current position in April 2002, Mr. Martin was Vice President and Corporate
Controller of Charter from March 2000. 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 with honors in
Accounting from the University of Missouri  St. Louis. Steven A. Schumm, 51, Executive Vice President and Chief Administrative
Officer. Prior to joining Charter Investment, Inc. in 1998, Mr. Schumm was a
partner of Ernst & Young LLP for 14 years where he was Managing Partner of
Ernst & Youngs St. Louis office and a member of the Ernst & Young National Tax
Committee. Mr. Schumm joined Ernst & Young in 1974 and served in a variety of
capacities during his years with the firm. Mr. Schumm earned a B.S. degree in
Business Administration from Saint Louis University. Mr. Schumm served as
Interim Chief Financial Officer of Charter from December 2002 to January 2004. Curtis S. Shaw, 55, Executive Vice President, General Counsel and Secretary.
Mr. Shaw was promoted to Executive Vice President in October 2003. Prior to
joining Charter Investment as Senior Vice President, General Counsel and
Secretary in 1997, Mr. Shaw served as corporate counsel to NYNEX from 1988
through 1996. 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 with honors in Economics from Trinity College and a J.D. degree from
Columbia University School of Law. 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. Code of Ethics In January, 2003, we adopted a Code of Conduct that is a Code of Ethics within
the meaning of federal securities regulations for our employees, including all
executive officers, and established a hotline and website for reporting alleged
violations of the code of conduct, established procedures for processing
complaints and implemented educational programs to inform our employees
regarding the Code of Conduct. A copy of our Code of Conduct is incorporated
by reference as Exhibit 14.1 to this annual report. 
 ITEM 11. EXECUTIVE COMPENSATION. Management Fee The Partnership has a management agreement (the Management Agreement) with
Enstar Cable Corporation (Enstar Cable), a wholly-owned subsidiary of the
Corporate General Partner, pursuant to which Enstar Cable manages the Joint
Ventures systems and provides all operational support for the Joint Ventures
activities. For these services, Enstar Cable receives a management fee of 4%
of the Joint Ventures gross revenues, excluding revenues from the sale of
cable television systems or franchises, which is calculated and paid monthly.
In addition, the Joint Venture is required to distribute 1% of its gross
revenues to the Corporate General Partner for its interest as the Corporate
General Partner of the Partnership. In addition, the Joint Venture reimburses
Enstar Cable for operating expenses incurred by Enstar Cable in the day-to-day
operation of our cable systems. The Management Agreement also requires the
Partnership 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, the Joint
Venture received system operating management services from affiliates of Enstar
Cable in lieu of directly employing personnel to perform those services. The
Joint Venture reimburses the affiliates for its allocable share of their
operating costs. The Corporate General Partner also performs supervisory and
administrative services for the Partnership, for which it is reimbursed. 17




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For the fiscal year ended December 31, 2003, Enstar Cable charged the Joint
Venture management fees of approximately $62,800. In addition, the Corporate
General Partner charged the Joint Venture approximately $15,700 relative to its
1% special interest for system operating management services and direct
expenses. In addition, programming services were purchased through Charter.
The Joint Venture was charged approximately $335,200 for these programming
services for the year ended December 31, 2003. 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, 2003, the only
persons known by us to own beneficially or
that may be deemed to own beneficially more
than 5% of the units were: Amount and Nature ofBeneficial OwnershipName and Address
    
    Sole Voting and
    
    Shared Voting andof Beneficial Owner
    
    Dispositive Power
    
    Dispositive Power
    
    Percent of ClassMadison Avenue Investment Partners, LLCP.O. Box 7533Incline Village, NV 89452
    
    
    0
    
    
    2,9691
    
    
    9.9
    %
 1 Amount and percent of beneficial ownership listed is based on information
received from the Partnerships transfer agent, Gemisys Financial Services. Madison Avenue Investment Partners, LLC (Madison) controls various entities
that own limited partnership units (Units) of Enstar Five-A, none of which,
on its own, owns 5% or more of the units. The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of December 31, 2003, the common
membership units of Charter Communications Holding Company, LLC are owned 46%
by Charter, 19% by Vulcan Cable III Inc., and 35% by Charter Investment, Inc.
(assuming conversion of all convertible securities). Charter controls 100% of
the voting power of Charter Communications Holding Company LLC. Paul G. Allen
owns approximately 10% of the outstanding capital stock of Charter and controls
approximately 92.8% 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. 
 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 Joint Venture 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 Joint Ventures operations. This Management Agreement
provides that the Joint Venture shall pay management fees equal to 4% of the
Joint Ventures gross receipts from customers and 1% to the Corporate General
Partner representing its special interest in the Joint Venture. 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 Joint Venture 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 Joint Ventures systems,
and an allocable shares of costs associated with facilities required to manage
the Joint Ventures systems. To provide these management services, Enstar
Cable Corporation has engaged Charter Communications Holding
Company, an affiliate of the Corporate General Partner and Charter, to provide
management, consulting, programming and billing services for the Joint Venture. 18




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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. In addition, the Joint
Venture 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 Joint
Venture at Charters actual cost. For the year ended December 31, 2003,
service costs directly attributable to providing cable services to customers
which were incurred by Charter and reimbursed by the Joint Venture, were
$199,000. In addition, programming services are purchased through Charter.
The Joint Venture was charged approximately $335,200 for these programming
services for the year ended December 31, 2003. Conflicts of Interest The Partnership and the Joint Venture rely 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 and Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations. 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 may 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 General Partners The Partnership Agreement provides that the General Partners will be
indemnified by the Partnership for acts performed within the scope of their
authority under the Partnership Agreement if the General Partners (i) 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 their conduct was negligent. In addition,
the Partnership Agreement provides that the General Partners 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 Corporate General Partner determines, a liability
insurance policy which insures the Corporate General Partner, Charter and its
affiliates, officers and directors and other persons determined by the
Corporate General Partner against liabilities which they may incur with respect
to claims made against them for wrongful or allegedly wrongful acts, including
errors, misstatements, misleading statements, omissions, neglect or breaches of
duty. 19




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PART IV 
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees During the years ended December 31, 2003 and 2002, we paid KPMG LLP (KPMG)
aggregate fees and related expenses for the audit of our financial statements
for the year and for the reviews of our interim financial statements of
approximately $24,800 and $44,500, respectively. The Sole Director of our Corporate General Partner functions as our Audit
Committee. As such, the Sole Director appoints, retains, compensates and
oversees the registered public accountants and approves in advance all fees and
terms for the audit engagement and non-audit engagements where non-audit
services are not prohibited by Section 10A of the Securities Exchange Act of
1934, as amended with registered public accountants. The Sole Director
approved 100% of the KPMG fees for the years ended December 31, 2003 and 2002.
Each year, including 2003, with respect to the proposed audit engagement, the
Sole Director reviews the proposed risk assessment process in establishing the
scope of examination and the reports to be rendered. The Sole Director oversees the work of the registered public accounting firm
(including resolution of disagreements between management and the public
accounting firm regarding financial reporting) for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services.
The registered public accounting firm reports directly to the Sole Director in
its Audit Committee function. In performing this function, the Sole Director
undertakes those tasks and responsibilities that, in its judgment, most
effectively contribute to and implement the purposes of an audit committee. 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.  (a)
    
    The following documents are filed as part of this annual report:  1.
    
    Financial StatementsReference is made to the Index to Financial Statements on page F-1.2.
    
    Financial Statement SchedulesReference is made to the Index to Financial Statements on page F-1.3.
    
    ExhibitsReference is made to the Exhibits Index on Page E-1.  (b)
    
    Reports on Form 8-K  With respect to any information furnished under Item 9 of any Report on
Form 8-K listed below, the reference to such report in this Item 15(b) is
not intended to, and shall not, cause such information to be deemed
filed under the Exchange Act.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.On April 25, 2003 the registrant filed a current report on Form 8-K dated
April 24, 2003 to announce it had entered into a side letter amending an
asset purchase agreement.On June 9, 2003 the registrant filed a current report on Form 8-K dated
November 8, 2002 to announce it had entered into a side letter amending an
asset purchase agreement. 20




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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. 21




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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/GROWTH PROGRAM FIVE-A, L.P.By:
    
    Enstar Communications Corporation,Corporate General PartnerDated:
April 13, 2004
    
    By:
    
    /s/ Steven A. SchummSteven A. SchummDirector, Executive Vice President andChief Administrative 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 13, 2004
    
    By:
    
    /s/ Steven A. SchummSteven A. SchummDirector, Executive Vice President andChief Administrative Officer(Principal Executive Officer) *Dated: April 13, 2004
    
    By:
    
    /s/ Paul E. MartinPaul E. MartinSenior Vice President and CorporateController (Principal FinancialOfficer and Principal AccountingOfficer) *
 * Indicates position held with Enstar Communications Corporation, the Corporate
General Partner of the registrant. 22




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INDEX TO FINANCIAL STATEMENTS PageEnstar Income/Growth
    
    Enstar Cable ofProgram Five-A, L.P.
    
    Cumberland ValleyIndependent Auditors Report
    
    
    F-2
    
    
    
    F-14Report of Independent Public Accountants
    
    
    F-3
    
    
    
    F-15Statements of Net Assets in Liquidation as of December 31, 2003 and
2002
    
    
    F-4
    
    
    
    F-16Statements of Changes in Net Assets in Liquidation for the year ended
December 31, 2003 and for the period from December 1, 2002 to
December 31, 2002
    
    
    F-5
    
    
    
    F-17Statements of Operations for the period from January 1, 2002 to
November 30, 2002 and year ended December 31, 2001
    
    
    F-6
    
    
    
    F-18Statements of Partnership/Venturers Capital (Deficit) for the eleven
months ended November 30, 2002 and year ended December 31,
2001
    
    
    F-7
    
    
    
    F-19Statements
of Cash Flows for the period from January 1, 2002 to November 30,
2002 and year ended December 31, 2001
    
    
    F-8
    
    
    
    F-20Notes to Financial Statements
    
    
    F-9
    
    
    
    F-21
 All financial statement schedules have been omitted because they are either not
required, not applicable or the information has otherwise been supplied.




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INDEPENDENT AUDITORS REPORT To the Partners of
Enstar Income/Growth Program Five-A, L.P.: We have audited the accompanying statements of net assets in liquidation as of
December 31, 2003 and 2002 and statements of changes in net assets in
liquidation for the year ended December 31, 2003 and for the period from
December 1, 2002 to December 31, 2002 of Enstar Income/Growth Program Five-A,
L.P. (a Georgia limited partnership) (see Note 2). We have also audited the
statements of operations, partnership capital (deficit) and cash flows for the
period from January 1, 2002 through November 30, 2002. 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. The 2001 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 audits 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
audits provide a reasonable basis for our opinion. As described in Note 2 to the financial statements, the partners of Enstar
Income/Growth Program Five-A, L.P. have approved a plan of liquidation.
Accordingly, the Partnership has changed its basis of accounting from the going
concern basis to a liquidation basis as of November 30, 2002. In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of Enstar Income/Growth
Program Five-A, L.P. as of December 31, 2003 and 2002, the changes in its net
assets in liquidation for the year ended December 31, 2003 and for the period
from December 1, 2002 to December 31, 2002, and the results of its operations
and its cash flows for the period from January 1, 2002 to November 30, 2002 in
conformity with accounting principles generally accepted in the United States
of America applied on the bases described in the preceding paragraph. /s/ KPMG, LLP St. Louis, Missouri
April 12, 2004 F-2




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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/Growth Program Five-A, L.P.: We have audited the accompanying balance sheets of Enstar Income/Growth Program
Five-A, L.P. (a Georgia limited partnership) as of December 31, 2001, and the
related statements of operations, partnership capital (deficit) and cash flows
for the years ended December 31, 2001 and 2000. 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/Growth Program
Five-A, L.P. as of December 31, 2001, and the results of its operations and its
cash flows for the years ended December 31, 2001 and 2000 in conformity with
accounting principles generally accepted in the United States. /s/ ARTHUR ANDERSEN LLP St. Louis, Missouri,
March 29, 2002 F-3




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ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. STATEMENTS OF NET ASSETS IN LIQUIDATION
(See Note 2) AS OF DECEMBER 31, 2003 AND 2002 2003
    
    2002Assets:Cash and cash equivalents
    
    $
    1,205,000
    
    
    $
    3,400Due from affiliates
    
    
    27,900
    
    
    
    Equity in net assets of Joint Venture
    
    
    640,300
    
    
    
    6,640,800Total assets
    
    
    1,873,200
    
    
    
    6,644,200Liabilities:Accounts payable and accrued expenses
    
    
    20,300
    
    
    
    30,000Due to affiliates
    
    
    
    
    
    
    125,200Total liabilities
    
    
    20,300
    
    
    
    155,200NET ASSETS IN LIQUIDATION
    
    
    
    
    
    
    15,200General PartnersLimited Partners
    
    
    1,852,900
    
    
    
    6,473,800$
    1,852,900
    
    
    $
    6,489,000
 See accompanying notes to financial statements. F-4




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##### 



ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(See Note 2) For the period fromFor the Year Ended
    
    December 1, 2002 toDecember 31, 2003
    
    December 31, 2002Additions:Distribution from Joint Venture
    
    $
    5,970,000
    
    
    $
    Total additions
    
    
    5,970,000
    
    
    
    DeductionsGeneral and administrative expenses
    
    
    19,400
    
    
    
    9,200Equity in changes in net assets in
liquidation of Joint Venture
    
    
    6,000,500
    
    
    
    800Distribution to partners
    
    
    4,556,600
    
    
    
    Other
    
    
    29,600
    
    
    
    Total deductions
    
    
    10,606,100
    
    
    
    10,000Net decrease in net assets in liquidation
    
    
    (4,636,100
    )
    
    
    (10,000
    )NET ASSETS IN LIQUIDATION, beginning of period
    
    
    6,489,000
    
    
    
    6,499,000NET ASSETS IN LIQUIDATION, end of period
    
    $
    1,852,900
    
    
    $
    6,489,000
 See accompanying notes to financial statements. F-5




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##### 



ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. STATEMENTS OF OPERATIONS Period fromJanuary 1, 2002 toNovember 30, 2002
    
    Year Ended(see Note 2)
    
    December 31, 2001EQUITY IN NET INCOME OF JOINT VENTURE
    
    $
    146,300
    
    
    $
    62,200OPERATING EXPENSES:General and administrative expenses
    
    
    (55,300
    )
    
    
    (65,800
    )Other expense
    
    
    (5,700
    )
    
    
    (61,000
    )
    
    
    (65,800
    )NET INCOME(LOSS)
    
    $
    85,300
    
    
    $
    (3,600
    )NET INCOME(LOSS) ALLOCATED TO GENERAL PARTNERS
    
    $
    900
    
    
    $
    NET INCOME(LOSS) ALLOCATED TO LIMITED PARTNERS
    
    $
    84,400
    
    
    $
    (3,600
    )NET INCOME(LOSS) PER UNIT OF LIMITED
PARTNERSHIP INTEREST
    
    $
    1.41
    
    
    $
    (0.06
    )AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING
DURING THE PERIOD
    
    
    59,766
    
    
    
    59,766
 See accompanying notes to financial statements. F-6




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##### 



ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT) FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2002 AND
FOR THE YEAR ENDED DECEMBER 31, 2001 General
    
    LimitedPartners
    
    Partners
    
    TotalPARTNERSHIP CAPITAL (DEFICIT), January 1, 2001
    
    $
    (76,000
    )
    
    $
    4,892,400
    
    
    $
    4,816,400Net loss
    
    
    
    
    
    
    (3,600
    )
    
    
    (3,600
    )PARTNERSHIP CAPITAL (DEFICIT), December 31, 2001
    
    
    (76,000
    )
    
    
    4,888,800
    
    
    
    4,812,800Net income
    
    
    900
    
    
    
    84,400
    
    
    
    85,300PARTNERSHIP CAPITAL (DEFICIT), November 30, 2002
    
    
    (75,100
    )
    
    
    4,973,200
    
    
    
    4,898,100Effects of change to liquidation basis (see Note 2)
    
    
    90,400
    
    
    
    1,510,500
    
    
    
    1,600,900NET ASSETS IN LIQUIDATION, November 30, 2002
    
    $
    15,300
    
    
    $
    6,483,700
    
    
    $
    6,499,000
 See accompanying notes to financial statements. F-7




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ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. STATEMENTS OF CASH FLOWS Period from
    
    Year EndedJanuary 1, 2002 to
    
    December 31,November 30, 2002
    
    2001(see Note 2)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    85,300
    
    
    $
    (3,600
    )Adjustments to reconcile net (loss) income to net cash from
operating activities:Equity in net income of joint venture
    
    
    (146,300
    )
    
    
    (62,200
    )Changes in:Accounts payable, accrued expenses and due to affiliates
    
    
    (17,600
    )
    
    
    62,100Net cash from operating activities
    
    
    (78,600
    )
    
    
    (3,700
    )CASH FLOWS FROM INVESTING ACTIVITIES:Distribution from joint venture
    
    
    78,200
    
    
    
    Net cash from investing activities
    
    
    78,200
    
    
    
    Net decrease in cash
    
    
    (400
    )
    
    
    (3,700
    )CASH, beginning of the period
    
    
    1,300
    
    
    
    5,000CASH, end of the period
    
    $
    900
    
    
    $
    1,300
 See accompanying notes to financial statements. F-8




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ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 1. ORGANIZATION Enstar Income/Growth Program Five-A, L.P. is a Georgia limited partnership (the
Partnership) whose principal business is derived from its 50% ownership
interest in the operations of Enstar Cable of Cumberland Valley, a Georgia
general partnership (the Joint Venture). The financial statements include
the operations of the Partnership and its equity ownership interest in the
Joint Venture. The separate financial statements of the Joint Venture are
included in this report on Form 10-K, and should be read in conjunction with
these financial statements. The Partnership was formed on September 4, 1986 by a partnership agreement, as
amended (the Partnership Agreement), to acquire, construct or improve,
develop, and operate cable television systems in various locations in the
United States. The Partnership Agreement provided for Enstar Communications
Corporation (the Corporate General Partner) and Robert T. Graff, Jr. to be
the General Partners and for the admission of Limited Partners through the sale
of interests in the Partnership. On November 12, 1999, Charter Communications Holding 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 a large cable operator, serving approximately 6.54
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. 2. LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE SYSTEMS In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Joint Venture 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 Joint Ventures systems to operate on a two-way basis with improved
technical capacity, insufficiency of Joint Ventures cash reserves and cash
flows from operations to finance such expenditures, limited customer growth
potential due to the Joint Ventures systems rural location, and a general
inability of a small cable system operator such as the Joint Venture to benefit
from economies of scale and the ability to combine and integrate systems that
large cable operators have. Although limited plant upgrades were made, the
Corporate General Partner projected that if the Joint Venture made the
comprehensive additional upgrades deemed necessary to enable enhanced and
competitive services, particularly two-way capability, the Joint Venture would
not have been able to 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 have been economically prudent. In March 2003, a majority of the Limited Partners of the Venturers approved the
sale of the Joint Ventures final cable systems and a plan of liquidation for
the Joint Venture and the Partnership. On March 31, 2003, pursuant to an asset
purchase agreement dated September 30, 2002, the Joint Venture completed the
sale of headends in and around Monticello, Kentucky to Access Cable Television,
Inc. for a total sale price of approximately $6 million. Also on March 31,
2003, pursuant to an asset purchase agreement dated October 8, 2002, the Joint
Venture completed the sale of headends in and around Russell Springs, Kentucky
to Cumberland Cellular, Inc. (collectively with the Monticello headend, the
Monticello System) for a total sale price of approximately $3 million. F-9




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ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 On November 8, 2002, the Joint Venture entered into an asset purchase agreement
providing for the sale of the Pomme de Terre, Missouri headend to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $502,800 (approximately $599 per customer
acquired). This sale was a part of a larger transaction in which the Joint
Venture and eight other affiliated partnerships (which, together with the Joint
Venture are collectively referred to as the Telecommunications Management
Selling Partnerships) sold 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 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale
was subject to the approval of the holders of the other Telecommunications
Management Selling Partnerships. In addition, the transaction was subject to
certain closing conditions, including regulatory and franchise approvals. The
Partnership Agreement gives the general partners the authority to sell
insubstantial portions of the property and assets of the Partnership without
unitholder approval. On February 6, 2003, the Joint Venture entered into a side letter amending the
asset purchase agreement providing for the sale of that portion of the system
serving communities in and around Pomme de Terre, Missouri to
Telecommunications Management. The February 6, 2003 side letter amended the
asset purchase agreement and deposit escrow agreement to extend the date of the
second installment of the deposit and outside closing date each by 60 days. On
April 7, 2003, the second installment of the escrow deposit was due and was not
made. On April 24, 2003, the Joint Venture entered into another side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The April 24, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit to May 15, 2003 and the outside
closing date to September 30, 2003. On June 6, 2003, the Joint Venture entered into a third side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The June 6, 2003 side letter amended
the asset purchase agreement to reduce the purchase price of the remaining
cable systems in the Selling Partnerships to approximately $14,487,200, subject
to closing sale price adjustments, of which approximately $461,500 related to
the cable system in the Partnership. In addition, $250,000 was deposited in
the Deposit Escrow Account concurrent with the execution of the side letter. Effective August 31, 2003, the Joint Venture completed the Telecommunications
Management Sale of its only remaining cable system for a total adjusted sales
price of approximately $393,600 (approximately $550 per customer acquired),
subject to post closing adjustments. The Partnership finalized its proposed plan of liquidation on November 30, 2002
in connection with the filing of a proxy to obtain partner approval for the
sales of the Monticello Systems and the subsequent liquidation and dissolution
of the Joint Venture and the Partnership. In March 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 November 30, 2002. Accordingly, the assets in the accompanying
statement of net assets in liquidation as of December 31, 2003 and 2002 have
been stated at estimated realizable values and the liabilities have been
reflected at estimated settlement amounts. The statements of operations,
partnership capital and cash flows for the period from January 1, 2002 to
November 30, 2002 and for the year ended December 31, 2001 have been presented
on a going concern basis comparable to prior periods and do not reflect the
effects of the change to the liquidation basis of accounting. The change to
liquidation basis accounting resulted in an increase to equity in net assets of
joint venture of $1.6 million. In addition, estimated accrued costs of
liquidation of $23,200 were recorded in accounts payable and accrued
liabilities on the accompanying statement of net assets in liquidation as an
estimate of costs to be incurred subsequent to the sales of the systems but
prior to final dissolution of the Partnership. Net assets in liquidation as of
December 31, 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
December 31, 2003 as a result of post closing adjustments to the sale proceeds
received by the Joint Venture and adjustments to accrued costs of liquidation.
No adjustments were made to accrued costs of liquidation during the year ended
December 31, 2003. No assurance can be given as to the amount of final
distributions to be made to the partners. F-10




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##### 



ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with the Partnership Agreement. The
Partnership made an initial distribution payment of $4.6 million to the Limited
Partners in July 2003. A second and final liquidating distribution will occur
on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidation Accounting As discussed in Note 2, the financial statements as of December 31, 2003 and
December 31, 2002 are presented on a liquidation basis of accounting.
Accordingly, the financial information in the statements of changes in net
assets in liquidation for the year ended December 31, 2003 and for the period
from December 1, 2002 to December 31, 2002 is presented on a different basis of
accounting than the financial statements for the period from January 1, 2002 to
November 30, 2002 and for the year ended December 31, 2001, 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. 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. Investment in Joint Venture The Partnerships investment and share of the income or loss in the Joint
Venture is accounted for on the equity method of accounting. Income Taxes As a Partnership, Enstar Income/Growth Program Five-A, L.P. pays no federal
income taxes as an entity. All of the income, gains, losses, deductions and
credits of the Partnership are passed through to the General Partners and the
Limited Partners. Nominal taxes are assessed by certain state jurisdictions.
The basis in the Partnerships assets and liabilities differs for financial and
tax reporting purposes. As of December 31, 2003 and 2002, the book basis of
the Partnerships investment in the Joint Venture exceeds its tax basis by
approximately $902,300 and $1,810,700, 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 for the year ended December 31, 2003
in the financial statements is approximately $1,744,000 less than tax income
primarily as a result of differences between the Partnerships share of the
Joint Ventures tax gain on sale of cable systems versus the Partnerships
share of the Joint Ventures book gain on sale of cable systems caused
principally by book and tax basis differences on the assets sold. The net
effect of these accounting differences for the years ended December 31, 2002
and 2001 is approximately $112,800 and $407,100 less than tax income or loss
for the same period, respectively. The difference is principally due to timing
differences in depreciation and amortization expense reported by the Joint
Venture. 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 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. F-11




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##### 



ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 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 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. 4. PARTNERSHIP MATTERS The amended Partnership Agreement generally provides that all cash
distributions, as defined, be distributed 1% to the General Partners and 99% to
the Limited Partners until the Limited Partners have received aggregate cash
distributions equal to their original capital contributions (Capital
Payback). The Partnership Agreement also provides that all partnership
profits, gains, operational losses, and credits, all as defined, be allocated
1% to the General Partners and 99% to the Limited Partners until the Limited
Partners have been allocated net profits equal to the amount of cash flow
required for Capital Payback. After the Limited Partners have received cash
flow equal to their initial investments, the General Partners will receive a 1%
allocation of cash flow from sale or liquidation of a system until the Limited
Partners have received an annual simple interest return of at least 10% of
their initial investments less any distributions from previous system sales or
refinancing of systems. Thereafter, the respective allocations will be made
20% to the General Partners and 80% to the Limited Partners. Any losses from
system sales or exchanges shall be allocated first to all partners having
positive capital account balances (based on their respective capital accounts)
until all such accounts are reduced to zero and thereafter to the Corporate
General Partner. All allocations to individual Limited Partners will be based
on their respective limited partnership ownership interests. 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 General Partners until their capital accounts are increased
to zero, and thereafter as outlined in the preceding paragraph. 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 allocations and distributions are
made must be funded by the respective partners. Due from affiliates as of
December 31, 2003 includes $31,500 of negative capital account balances that
are expected to be funded by the General Partners. The Partnership Agreement
limits the amount of debt the Partnership may incur. The Partnerships operating expenses and distributions to partners are funded
primarily from distributions received from the Joint Venture. 5. EQUITY IN NET ASSETS OF JOINT VENTURE The Partnership and an affiliated partnership, Enstar Income/Growth Program
Five-B, L.P. (collectively, the Venturers), each own 50% of the Joint
Venture. Each of the Venturers share equally in the profits and losses of the
Joint Venture. The investment in the Joint Venture is accounted for on the
equity method. The Joint Venture had net income of $292,600 and $124,400 for the period from January 1, 2002 to November 30, 2002 and year
ended December 31, 2001, respectively, of which $146,300 and $62,200,
respectively, was allocated to the Partnership. The Joint Venture had a
decrease in net assets in liquidation of $12,001,000 and $1,600 for the year
ended December 31, 2003 and for the period from December 31, 2002 to December
31, 2002, of which $6,000,500 and $800, respectively, was allocated to the
Partnership. The operations of the Joint Venture are significant to the
Partnership and its financial statements included elsewhere in this annual
report should be read in conjunction with these financial statements. 6. 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 pursuant to which the Partnership
pays a monthly management fee of 5% of gross revenues to Enstar Cable. The
Partnership did not own or operate any cable television operations in 2003
other than through its investment in the Joint Venture. No management fees
were paid by the Partnership during 2003, 2002 and 2001. F-12




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##### 



ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P. NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 The Management Agreement also provides that the Partnership reimburse Enstar
Cable for direct expenses incurred on behalf of the Partnership and for the
Partnerships allocable share of Enstar Cables operational costs. No
reimbursable expenses were incurred on behalf of the Partnership during 2003,
2002 and 2001. As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, 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
the Partnership. F-13




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##### 



INDEPENDENT AUDITORS REPORT To the Venturers of
Enstar Cable of Cumberland Valley: We have audited the accompanying statements of net assets in liquidation as of
December 31, 2003 and 2002, and the related statements of changes in net assets
in liquidation for the year ended December 31, 2003 and for the period from
December 1, 2002 to December 31, 2002 of Enstar Cable of Cumberland Valley (a
Georgia general partnership) (see Note 2). We have also audited the statements
of operations, venturers capital and cash flows for the period from January 1,
2002 to November 30, 2002. These financial statements are the responsibility
of the Ventures management. Our responsibility is to express an opinion on
these financial statements based on our audits. The 2001 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 audits 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
audits provide a reasonable basis for our opinion. As described in Note 2 to the financial statements, the partners of Enstar
Income/Growth Program Five-A, L.P. and Enstar Income/Growth Five-B, L.P. have
approved a plan of liquidation. Accordingly, the Venture has changed its basis
of accounting from the going concern basis to a liquidation basis as of
November 30, 2002. In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of Enstar Cable of
Cumberland Valley as of December 31, 2003 and 2002, the changes in its net
assets in liquidation for the year ended December 31, 2003 and for the period
from December 1, 2002 to December 31, 2002, and the results of its operations
and its cash flows for the period from January 1, 2002 to November 30, 2002 in
conformity with accounting principles generally accepted in the United States
of America applied on the bases described in the preceding paragraph. /s/ KPMG, LLP St. Louis, Missouri
April 12, 2004 F-14




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##### 



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 Venturers of
Enstar Cable of Cumberland Valley: We have audited the accompanying balance sheet of Enstar Cable of Cumberland
Valley (a Georgia general partnership) as of December 31, 2001, and the related
statements of operations, venturers capital and cash flows for the years ended
December 31, 2001 and 2000. These financial statements are the responsibility
of the Joint Venture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 Cable of Cumberland
Valley as of December 31, 2001, and the results of its operations and its cash
flows for the years ended December 31, 2001 and 2000 in conformity with
accounting principles generally accepted in the United States. /s/ ARTHUR ANDERSEN LLP St. Louis, Missouri,
March 29, 2002 F-15




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY STATEMENTS OF NET ASSETS IN LIQUIDATION
(See Note 2) AS OF DECEMBER 31, 2003 AND 2002 2003
    
    2002ASSETS:Cash and cash equivalents
    
    $
    1,123,100
    
    
    $
    5,557,000Accounts receivable
    
    
    
    
    
    
    156,300Prepaid expenses and other assets
    
    
    
    
    
    
    53,900Accrued net operating results through date of sale
    
    
    
    
    
    
    391,000Property, plant and equipment
    
    
    
    
    
    
    8,950,800Franchise cost
    
    
    
    
    
    
    291,000Escrow deposits
    
    
    279,000
    
    
    
    Total assets
    
    
    1,402,100
    
    
    
    15,400,000LIABILITIES:Accounts payable and accrued liabilities
    
    
    68,900
    
    
    
    799,800Due to purchaser
    
    
    24,600
    
    
    
    Due to affiliates
    
    
    28,000
    
    
    
    1,318,600Total liabilities
    
    
    121,500
    
    
    
    2,118,400NET ASSETS IN LIQUIDATION
    
    $
    1,280,600
    
    
    $
    13,281,600
 See accompanying notes to financial statements. F-16




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(See Note 2) For the period fromFor the Year Ended
    
    December 1, 2002 toDecember 31, 2003
    
    December 31, 2002Additions:Revenue
    
    $
    1,568,900
    
    
    $
    497,900Interest income
    
    
    45,900
    
    
    
    6,000Total additions
    
    
    1,614,800
    
    
    
    503,900Deductions:Service costs
    
    
    484,400
    
    
    
    206,600General and administrative expenses
    
    
    223,100
    
    
    
    90,600General partner management fees and
reimbursed expenses
    
    
    277,500
    
    
    
    75,600Capital expenditures
    
    
    37,500
    
    
    
    63,000Distributions to venturers
    
    
    11,940,000
    
    
    
    Excess of net book value of cable systems
over net proceeds
    
    
    262,300
    
    
    
    Other expenses
    
    
    
    
    
    
    6,800Total deductions
    
    
    13,224,800
    
    
    
    442,600Recognition of accrued net operating results
    
    
    (391,000
    )
    
    
    (62,900
    )Net decrease in net assets in liquidation
    
    
    (12,001,000
    )
    
    
    (1,600
    )NET ASSETS IN LIQUIDATION, beginning of period
    
    
    13,281,600
    
    
    
    13,283,200NET ASSETS IN LIQUIDATION, end of period
    
    $
    1,280,600
    
    
    $
    13,281,600
 See accompanying notes to financial statements. F-17




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY STATEMENTS OF OPERATIONS Period fromJanuary 1,2002 through
    
    Year EndedNovember 30, 2002
    
    December 31, 2001(See Note 2)REVENUES
    
    $
    5,792,400
    
    
    $
    6,587,400OPERATING EXPENSES:Service costs
    
    
    2,215,100
    
    
    
    2,347,800General and administrative expenses
    
    
    836,800
    
    
    
    1,047,200General partner management fees and reimbursed
expenses
    
    
    937,700
    
    
    
    1,188,700Depreciation and amortization
    
    
    1,568,000
    
    
    
    1,897,2005,557,600
    
    
    
    6,480,900Operating income
    
    
    234,800
    
    
    
    106,500OTHER INCOME (EXPENSE):Interest income
    
    
    57,900
    
    
    
    90,200Interest expense
    
    
    
    
    
    
    (3,400
    )Other expense
    
    
    (100
    )
    
    
    (68,900
    )57,800
    
    
    
    17,900Net income
    
    $
    292,600
    
    
    $
    124,400
 See accompanying notes to financial statements. F-18




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY STATEMENTS OF VENTURERS CAPITAL FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2002 AND
YEAR ENDED DECEMBER 31, 2001 Enstar
    
    EnstarIncome/Growth
    
    Income/GrowthProgram
    
    ProgramFive-A, L.P.
    
    Five-B, L.P.
    
    TotalPARTNERSHIP CAPITAL, January 1, 2001
    
    $
    4,887,200
    
    
    $
    4,887,200
    
    
    $
    9,774,400Net income
    
    
    62,200
    
    
    
    62,200
    
    
    
    124,400PARTNERSHIP CAPITAL, December 31, 2001
    
    
    4,949,400
    
    
    
    4,949,400
    
    
    
    9,898,800Net income
    
    
    146,300
    
    
    
    146,300
    
    
    
    292,600Distributions
    
    
    (78,200
    )
    
    
    (78,200
    )
    
    
    (156,400
    )PARTNERSHIP CAPITAL, November 30, 2002
    
    
    5,017,500
    
    
    
    5,017,500
    
    
    
    10,035,000Effects of change to liquidation basis (see Note 2)
    
    
    1,624,100
    
    
    
    1,624,100
    
    
    
    3,248,200NET ASSETS IN LIQUIDATION, November 30, 2002
    
    $
    6,641,600
    
    
    $
    6,641,600
    
    
    $
    13,283,200
 See accompanying notes to financial statements. F-19




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY STATEMENTS OF CASH FLOWS Period from
    
    Year endedJanuary 1, 2002 to
    
    December 31,November 30, 2002
    
    2001(See Note 2)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    292,600
    
    
    $
    124,400Adjustments to reconcile net income to net cash from
operating activities:Depreciation and amortization
    
    
    1,568,000
    
    
    
    1,897,200Changes in:Accounts receivable, prepaid expenses and other assets
    
    
    14,100
    
    
    
    119,100Accounts payable, accrued liabilities and due to affiliates
    
    
    466,400
    
    
    
    783,800Net cash from operating activities
    
    
    2,341,100
    
    
    
    2,924,500CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures
    
    
    (1,061,300
    )
    
    
    (818,400
    )Change in intangible assets
    
    
    (2,600
    )
    
    
    (38,200
    )Net cash from investing activities
    
    
    (1,063,900
    )
    
    
    (856,600
    )CASH FLOWS FROM FINANCING ACTIVITIESDistributions
    
    
    (156,400
    )
    
    
    Net cash from financing activities
    
    
    (156,400
    )
    
    
    NET INCREASE IN CASH
    
    
    1,120,800
    
    
    
    2,067,900CASH, beginning of period
    
    
    4,300,500
    
    
    
    2,232,600CASH, end of period
    
    $
    5,421,300
    
    
    $
    4,300,500
 See accompanying notes to financial statements. F-20




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 1. ORGANIZATION Enstar Cable of Cumberland Valley (the Joint Venture) was formed under the
terms of a general partnership agreement (the Partnership Agreement)
effective January 11, 1988, between Enstar Income/Growth Program Five-A, L.P.
and Enstar Income/Growth Program Five-B, L.P. (the Venturers or the
Partnerships), which are two limited partnerships sponsored by Enstar
Communications Corporation (the Corporate General Partner). The Joint
Venture was formed to pool the resources of the two limited partnerships to
acquire, construct, improve, develop and operate cable television systems. 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 a large cable operator, serving approximately 6.54
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
Joint Venture. Charter receives a management fee and reimbursement of expenses
from the Corporate General Partner for managing the Joint Ventures cable
television operations. The Corporate General Partner, Charter and affiliated
companies are responsible for the management of the Joint Venture and its
operations. Under the terms of the Partnership Agreement, the Venturers share equally in
profits, losses, allocations and assets. Capital contributions, as required,
are also made equally. The financial statements do not give effect to any assets that the Venturers
may have outside of their interest in the Joint Venture, nor to any obligations
of the Venturers, including income taxes.Reclassifications.Certain 2002 and 2001 amounts have been reclassified to
conform with the 2003 presentation. 2. LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE SYSTEMS In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Joint Venture 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 Partnerships 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 Joint Ventures systems to operate on a two-way basis with improved
technical capacity, insufficiency of Joint Ventures cash reserves and cash
flows from operations to finance such expenditures, limited customer growth
potential due to the Joint Ventures systems rural location, and a general
inability of a small cable system operator such as the Joint Venture to benefit
from economies of scale and the ability to combine and integrate systems that
large cable operators have. Although, certain limited upgrades have been made,
the Corporate General Partner projected that if the Joint Venture made the
additional comprehensive upgrades deemed necessary, the Joint Venture 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 March 2003, a majority of the Limited Partners of the Venturers approved the
sale of the Joint Ventures final cable systems and a plan of liquidation of
the Joint Venture and the Partnership. On March 31, 2003, pursuant to an asset
purchase agreement dated September 30, 2002, the Joint Venture completed the
sale of headends in and around Monticello, Kentucky to Access Cable Television,
Inc. for a total sale price of approximately $6 million. Also on March 31,
2003, pursuant to an asset purchase agreement dated October 8, 2002, the Joint
Venture completed the sale of headends in and around Russell Springs, Kentucky
to Cumberland Cellular, Inc. (collectively with the Monticello headend, the
Monticello System) for a total sale price of approximately $3 million. On November 8, 2002, the Joint Venture entered into an asset purchase agreement
providing for the sale of the Pomme de Terre, Missouri headend to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $502,800 (approximately $599 per customer
acquired). This sale was a part of a larger F-21




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 transaction in which the Joint Venture and eight other affiliated partnerships
(which, together with the Joint Venture are collectively referred to as the
Telecommunications Management Selling Partnerships) sold 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 (before adjustments) (the Telecommunications Management Sale). The
Telecommunications Management Sale was subject to the approval of the holders
of the other Telecommunications Management Selling Partnerships. In addition,
the transaction was subject to certain closing conditions, including regulatory
and franchise approvals. The Partnership Agreement gives the general partners
the authority to sell insubstantial portions of the property and assets of the
Partnership without unitholder approval. On February 6, 2003, the Joint Venture entered into a side letter amending the
asset purchase agreement providing for the sale of that portion of the system
serving communities in and around Pomme de Terre, Missouri to
Telecommunications Management. The February 6, 2003 side letter amended the
asset purchase agreement and deposit escrow agreement to extend the date of the
second installment of the deposit and outside closing date each by 60 days. On
April 7, 2003, the second installment of the escrow deposit was due and was not
made. On April 24, 2003, the Joint Venture entered into another side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The April 24, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit to May 15, 2003 and the outside
closing date to September 30, 2003. On June 6, 2003, the Joint Venture entered into a third side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The June 6, 2003 side letter amended
the asset purchase agreement to reduce the purchase price of the remaining
cable systems in the Selling Partnerships to approximately $14,487,200, subject
to closing sale price adjustments, of which approximately $461,500 related to
the cable system in the Partnership. In addition, $250,000 was deposited in
the Deposit Escrow Account concurrent with the execution of the side letter. Effective August 31, 2003, the Joint Venture completed the Telecommunications
Management Sale of its only remaining cable system for a total adjusted sales
price of approximately $393,600 (approximately $550 per customer acquired),
subject to post closing adjustments. The Joint Venture finalized its proposed plan of liquidation on November 30,
2002 in connection with the filing of a proxy to obtain approval of the Limited
Partners of the Venturers for the sale of the Ventures final cable systems and
the subsequent liquidation and dissolution of the Venture and the Partnerships.
In March 2003, the required number of votes necessary to implement the plan of
liquidation were obtained. As a result, the Joint Venture changed its basis of
accounting to the liquidation basis as of November 30, 2002. Accordingly, the
assets in the accompanying statement of net assets in liquidation as of
December 31, 2002 and 2003 have been stated at estimated realizable values and
the liabilities have been reflected at estimated settlement amounts. The
statements of operations, venturers capital and cash flows for the period from
January 1, 2002 through November 30, 2002 have been presented on a going
concern basis of accounting and do not reflect the effects of the change to the
liquidation basis of accounting. The change to liquidation basis accounting
resulted in an increase to property, plant and equipment of $2.9 million and a
recognition of an asset for expected operating results for the Monticello
system through the date of sale (March 31, 2003) of $454,000. Assets for the
Pomme de Terre system were not adjusted as the amounts were not estimable due
to uncertainties surrounding the ultimate sale of that system. In addition,
estimated accrued costs of liquidation of $100,800 were recorded in accounts
payable and accrued liabilities on the accompanying statement of net assets in
liquidation as an estimate of costs to be incurred subsequent to the sales of
the systems but prior to final dissolution of the Joint Venture. Distributions
ultimately made to the Venturers upon liquidation will differ from the amounts
recorded in the accompanying statement of net assets in liquidation as a result
of post closing adjustments to the sale proceeds received by the Joint Venture
and adjustments to accrued costs of liquidation. No adjustments were made to
accrued costs of liquidation during the year ended December 31, 2003. No
assurance can be given as to the amount of final distributions to be made to
the partners. The Corporate General Partners intention is to terminate the Joint Venture as
expeditiously as possible. The Partnership made an initial distribution
payment of $4.6 million to the Limited Partners in July 2003. A second and F-22




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##### 



ENSTAR CABLE OF CUMBERLAND VALLEY NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 final liquidating distribution will occur on or after October 2004 upon the
release of the indemnity escrow and the receipt of the remaining proceeds of
such escrow if any. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidation Accounting As discussed in Note 2, the financial statements as of December 31, 2003 and
December 31, 2002 are presented on a liquidation basis of accounting.
Accordingly, the financial information in the statements of changes in net
assets in liquidation for the year ended December 31, 2003 and for the period
from December 1, 2002 to December 31, 2002 is presented on a different basis of
accounting than the financial statements for the period from January 1, 2002 to
November 30, 2002 and for the year ended December 31, 2001, 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. Cash Equivalents The Joint Venture 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 yearsVehicles
    
    3 yearsFurniture and equipment
    
    5-7 yearsLeasehold 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 franchise and assumes substantially all of those franchises that
expire during the period will be renewed by the Joint Venture. Amortization
expense related to franchises for the period from January 1, 2002 through
November 30, 2002, and for the year ended December 31, 2001
was $95,500 and $239,700, respectively. Long-Lived Assets Prior to the sale of its remaining cable systems, the Joint Venture reviewed
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 were recognized as
services were provided. Advertising revenues were recognized when commercials
were broadcast. Installation revenues were recognized to the extent of direct
selling costs incurred. The remainder, if any, was deferred and amortized to
income over the estimated average F-23




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ENSTAR CABLE OF CUMBERLAND VALLEY NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001 period that customers are expected to remain connected to the cable system. As
of December 31, 2002 and 2001, no installation revenues have been deferred, as
direct selling costs have exceeded installation revenues. Local governmental authorities impose franchise fees on the Joint Venture
ranging up to a federally mandated maximum of 5% of gross revenues. Such fees
are collected on a monthly basis from the Joint Ventures customers and are
periodically remitted to local franchise authorities. Franchise fees collected
and paid are reported as revenues and expenses. Income Taxes The Joint Venture pays no federal income taxes. All of the income, gains,
losses, deductions and credits of the Joint Venture are passed through to the
Venturers. Nominal taxes are assessed by certain state jurisdictions. The
basis in the Joint Ventures assets and liabilities differs for financial and
tax reporting purposes. As of December 31, 2003 and 2002, the book basis of
the Joint Ventures net assets exceeds its tax basis by approximately $0. 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 for the year ended December 31,
2003 in the financial statements is approximately $3,508,800 less than tax
income primarily as a result of differences between the tax gain on sale of
cable systems versus the book gain on sale of cable systems caused principally
by book and tax basis differences on the assets sold. The net effect of these
accounting differences for the years ended December 31, 2002 and 2001 is
approximately $202,700 and $847,000 less than tax income or loss for the same
period. The difference is principally due to timing differences in
depreciation and amortization expense. 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. 4. PROPERTY, PLANT AND EQUIPMENT All remaining property, plant and equipment was sold in 2003. Depreciation
expense for the period from January 1, 2002 through November 30, 2002, and for
the year ended December 31, 2001 was $1,472,500 and $1,581,700, respectively.
As a result of the change to the liquidation basis of accounting an adjustment
of $2.9 million was made to cable distribution systems to reflect such assets
at estimated realizable value of $8,950,800 at December 31, 2002. 5. CREDIT FACILITY The Joint Venture was party to a loan agreement with Enstar Finance Company,
LLC, a subsidiary of Enstar Communications Corporation that matured and was
repaid on August 31, 2001. The loan facility was not extended or replaced and
any amounts outstanding under the facility were paid in full. 6. COMMITMENTS AND CONTINGENCIES The Joint Venture is involved from time to time in routine legal matters and
other claims incidental to its business. The Joint Venture believes that the
resolution of such matters will not have a material adverse impact on its
financial position or results of operations. 7. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES The Joint Venture has a management and service agreement (the Management
Agreement) with Enstar Cable Corporation (Enstar Cable), a wholly owned
subsidiary of the Corporate General Partner, pursuant to which the Joint F-24




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ENSTAR CABLE OF CUMBERLAND VALLEY

 NOTES
TO FINANCIAL STATEMENTSDECEMBER 31, 2003, 2002 AND 2001 Venture pays a monthly management fee of 4% of gross revenues to Enstar Cable.
Management fee expense was $62,800, $251,600 ($19,900 for the period from
December 1, 2002 to December 31, 2002) and $263,500 for the years ended
December 31, 2003, 2002 and 2001, respectively. In addition, the Joint Venture
is also required to distribute to the Corporate General Partner an amount equal
to 1% of gross revenues, representing its interest as the Corporate General
Partner. Management fee expense to the Corporate General Partner was $15,700,
$62,900 ($5,000 for the period from December 1, 2002 to December 31, 2002) and
$65,900 for the years ended December 31, 2003, 2002 and 2001, respectively. No
management fee is payable to Enstar Cable or the Corporate General Partner by
the Joint Venture and management fees are non-interest bearing. The Management Agreement also provides that the Joint Venture reimburse Enstar
Cable for direct expenses incurred on behalf of the Joint Venture and the Joint
Ventures allocable share of Enstar Cables operational costs. Additionally,
Charter and its affiliates provide other management and operational services
for the Joint Venture. These expenses are charged to the properties served
based primarily on the Joint Ventures allocable share of operational costs
associated with the services provided. The Joint Venture reimburses the
affiliates for the Joint Ventures allocable share of the affiliates costs.
The total amount charged to the Joint Venture for these services and direct
expenses approximated $199,000, $698,800 ($50,700 for the period from December
1, 2002 to December 31, 2002) and $859,300 for the years ended December 31,
2003, 2002 and 2001, respectively. Substantially all programming services are purchased through Charter. Charter
charges the Joint Venture for these costs based on its costs. The Joint
Venture recorded programming fee expense of $335,200, $1,230,300 ($81,400 for
the period from December 1, 2002 to December 31, 2002) and $1,300,000 for the
years ended December 31, 2003, 2002 and 2001, respectively. Programming fees
are included in service costs in the accompanying statements of operations and
statements of changes in net assets in liquidation. As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, 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
the Partnership. F-25




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EXHIBIT INDEX ExhibitNumber
    
    Description2.1
    
    Asset Purchase Agreement, dated September 30, 2002, by and between Access Cable Television, Inc.
and Enstar Cable of Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the registrants
quarterly report on Form 10-Q filed on November 13, 2002 (File No. 000-16779)).2.2a
    
    Asset Purchase Agreement, dated October 8, 2002, by and between Cumberland Cellular, Inc. and
Enstar Cable of Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the registrants
quarterly report on Form 10-Q filed on November 13, 2002 (File No. 000-16779)).2.2b
    
    Letter of Amendment, dated February 3, 2003, by and between Cumberland Cellular, Inc. and
Enstar Cable of Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the registrants
Current report on Form 8-K filed on February 12, 2003 (File No. 000-16779)).2.3a
    
    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)).2.3b
    
    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 registrants current report on
Form 8-K filed on February 14, 2003 (File No. 000-16779)).3
    
    Second Amended and Restated Agreement of Limited Partnership of Enstar Income/Growth Program
Five-A, 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. 000-16779 for the fiscal year ended December 31, 1988.)10.1
    
    Amended and Restated Partnership Agreement of Enstar Cable of Cumberland Valley, dated as of
April 28, 1988. (Incorporated by reference to the exhibits to the Registrants annual report on
Form 10-K, File No. 000-16779 for the fiscal year ended December 31, 1988.)10.2
    
    Management Agreement between Enstar Income/Growth Program Five-A, L.P., and Enstar Cable
Corporation. (Incorporated by reference to the exhibits to the Registrants annual report
on Form 10-K, File No. 000-16779 for the fiscal year ended December 31, 1987.)10.3
    
    Management Agreement between Enstar Cable of Cumberland Valley and Enstar Cable Corporation,
as amended. (Incorporated by reference to the exhibits to the Registrants annual report on
Form 10-K, File No. 000-16779 for the fiscal year ended December 31, 1988.)10.4
    
    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.)10.5
    
    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.)10.6
    
    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
 E-1




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ExhibitNumber
    
    DescriptionDecember 31, 2001.)14.1
    
    Code of Conduct adopted January 28, 2003. (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, 2002.)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
 E-2