ENSTAR INCOME GROWTH PROGRAM SIX A L P
10-Q, 1999-05-17
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             ---------------------

                                  FORM 10-Q

(MARK ONE)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended     March 31, 1999
                                --------------------
                                         OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                 to
                               ---------------    ---------------
                                       
                        Commission File Number   0-17687
                                               -----------

                    Enstar Income/Growth Program Six-A, L.P.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                Georgia                                      58-1755230
- ----------------------------------------          ------------------------------
     (State or other jurisdiction of                     (I.R.S. Employer 
     incorporation or organization)                   Identification Number)

 10900 Wilshire Boulevard - 15th Floor
        Los Angeles, California                                90024
- ----------------------------------------          ------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including   (310) 824-9990
area code:                               ------------------


- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last 
report.



         Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days. Yes  X   No
                                                                   ---     ---

<PAGE>
                                       
                         PART I - FINANCIAL INFORMATION

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                            CONDENSED BALANCE SHEETS

                             ---------------------

<TABLE>
<CAPTION>
                                                                         December 31,            March 31,
                                                                            1998*                  1999
                                                                         -----------           -----------
                                                                                               (Unaudited)
<S>                                                                      <C>                   <C>
ASSETS:
   Cash and cash equivalents                                             $   542,000           $   720,300

   Accounts receivable, less allowance of $6,000 and
     $5,000 for possible losses                                               34,400                47,300

   Prepaid expenses and other assets                                          33,700               162,200

   Property, plant and equipment, less accumulated
     depreciation and amortization of $5,396,200 and $5,591,500            3,048,800             2,872,600

   Franchise cost, net of accumulated
     amortization of $2,622,600 and $2,684,000                               927,400               866,000

   Deferred loan costs and other deferred charges, net                        52,500                47,700
                                                                         -----------           -----------

                                                                         $ 4,638,800           $ 4,716,100
                                                                         -----------           -----------
                                                                         -----------           -----------

                      LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
   Accounts payable                                                      $   292,700           $   242,500
   Due to affiliates                                                         576,600               688,400
   Note payable - affiliate                                                1,350,000             1,350,000
                                                                         -----------           -----------

          TOTAL LIABILITIES                                                2,219,300             2,280,900
                                                                         -----------           -----------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
   General partners                                                         (138,400)             (138,200)
   Limited partners                                                        2,557,900             2,573,400
                                                                         -----------           -----------

          TOTAL PARTNERSHIP CAPITAL                                        2,419,500             2,435,200
                                                                         -----------           -----------

                                                                         $ 4,638,800           $ 4,716,100
                                                                         -----------           -----------
                                                                         -----------           -----------
</TABLE>

               *As presented in the audited financial statements.
            See accompanying notes to condensed financial statements.


                                      -2-

<PAGE>
                                       
                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

                             ---------------------

<TABLE>
<CAPTION>
                                                             Unaudited
                                                  -----------------------------
                                                        Three months ended
                                                             March 31,
                                                  -----------------------------
                                                     1998                1999
                                                  ---------           ---------
<S>                                               <C>                 <C>
REVENUES                                          $ 923,600           $ 867,600
                                                  ---------           ---------
OPERATING EXPENSES:
   Service costs                                    301,900             309,200
   General and administrative expenses              108,500             124,300
   General Partner management fees
     and reimbursed expenses                        130,000             130,000
   Depreciation and amortization                    209,600             257,200
                                                  ---------           ---------

                                                    750,000             820,700
                                                  ---------           ---------

OPERATING INCOME                                    173,600              46,900
                                                  ---------           ---------

OTHER INCOME (EXPENSE):
   Interest income                                    7,700               6,000
   Interest expense                                 (60,600)            (37,200)
                                                  ---------           ---------

                                                    (52,900)            (31,200)
                                                  ---------           ---------

NET INCOME                                        $ 120,700           $  15,700
                                                  ---------           ---------
                                                  ---------           ---------

Net income allocated to General Partners          $   1,200           $     200
                                                  ---------           ---------
                                                  ---------           ---------

Net income allocated to Limited Partners          $ 119,500           $  15,500
                                                  ---------           ---------
                                                  ---------           ---------

NET INCOME PER UNIT OF LIMITED
     PARTNERSHIP INTEREST                         $    1.50           $    0.19
                                                  ---------           ---------
                                                  ---------           ---------

AVERAGE LIMITED PARTNERSHIP
     UNITS OUTSTANDING DURING PERIOD                 79,818              79,818
                                                  ---------           ---------
                                                  ---------           ---------
</TABLE>


            See accompanying notes to condensed financial statements.


                                      -3-

<PAGE>
                                       
                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                            STATEMENTS OF CASH FLOWS

                             ---------------------

<TABLE>
<CAPTION>
                                                                                    Unaudited
                                                                         -----------------------------
                                                                               Three months ended
                                                                                    March 31,
                                                                         -----------------------------
                                                                           1998                 1999
                                                                         ---------           ---------
<S>                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                            $ 120,700           $  15,700
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                       209,600             257,200
       Amortization of deferred loan costs                                   4,200               4,200
       Decrease from changes in:
         Accounts receivable, prepaid expenses and other assets            (37,500)           (141,400)
         Accounts payable                                                  (83,300)            (50,200)
                                                                         ---------           ---------

             Net cash provided by operating activities                     213,700              85,500
                                                                         ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                    (15,400)            (19,000)
   Increase in intangible assets                                            (6,000)                  -
                                                                         ---------           ---------

             Net cash used in investing activities                         (21,400)            (19,000)
                                                                         ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to affiliates                                                       (10,700)            111,800
   Deferred loan costs                                                        (900)                  -
                                                                         ---------           ---------

             Net cash used in financing activities                         (11,600)            111,800
                                                                         ---------           ---------

INCREASE IN CASH                                                           180,700             178,300

CASH AT BEGINNING OF PERIOD                                                659,400             542,000
                                                                         ---------           ---------

CASH AT END OF PERIOD                                                    $ 840,100           $ 720,300
                                                                         ---------           ---------
                                                                         ---------           ---------
</TABLE>


            See accompanying notes to condensed financial statements.


                                      -4-

<PAGE>
                                       
                   ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                             ---------------------


1.       INTERIM FINANCIAL STATEMENTS

         The accompanying condensed interim financial statements for the 
three months ended March 31, 1999 and 1998 are unaudited. These condensed 
interim financial statements should be read in conjunction with the audited 
financial statements and notes thereto included in the Partnership's latest 
Annual Report on Form 10-K. In the opinion of management, such statements 
reflect all adjustments (consisting only of normal recurring adjustments) 
necessary for a fair presentation of the results of such periods. The results 
of operations for the three months ended March 31, 1999 are not necessarily 
indicative of results for the entire year.

2.       TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

         The Partnership has a management and service agreement with a wholly 
owned subsidiary of the Corporate General Partner (the "Manager") for a 
monthly management fee of 5% of revenues, excluding revenues from the sale of 
cable television systems or franchises. Management fee expense approximated 
$43,400 for the three months ended March 31, 1999.

         In addition to the monthly management fee described above, the 
Partnership reimburses the Manager for direct expenses incurred on behalf of 
the Partnership and for the Partnership's allocable share of operational 
costs associated with services provided by the Manager. All cable television 
properties managed by the Corporate General Partner and its subsidiary are 
charged a proportionate share of these expenses. The Corporate General 
Partner has contracted with Falcon Communications, L.P. ("FCLP"), successor 
to Falcon Holding Group, L.P. ("FHGLP"), an affiliated partnership, to 
provide corporate management services for the Partnership. Corporate office 
allocations and district office expenses are charged to the properties served 
based primarily on the respective percentage of basic subscribers or homes 
passed (dwelling units within a system) within the designated service areas. 
The total amount charged to the Partnership for these services approximated 
$86,600 for the three months ended March 31, 1999. Management fees and 
reimbursed expenses due the Corporate General Partner are non-interest 
bearing.

         On September 30, 1997, the Corporate General Partner contributed a 
$269,300 receivable balance from the Partnership for past due management fees 
and reimbursed expenses as an equity contribution to its subsidiary, Enstar 
Finance Company, LLC ("EFC"). This balance remains an outstanding obligation 
of the Partnership. In the normal course of business, the Partnership pays 
interest and principal to EFC, its primary lender.

         The Partnership also receives certain system operating management 
services from an affiliate of the Corporate General Partner in addition to 
the Manager due to the fact that there are no such employees directly 
employed by the Partnership. The Partnership reimburses the affiliate for its 
allocable share of the affiliate's operational costs. The total amount 
charged to the Partnership for these costs approximated $4,300 for the three 
months ended March 31, 1999. No management fee is payable to the affiliate by 
the Partnership and there is no duplication of reimbursed expenses and costs 
paid to the Manager.
                                       


                                      -5-
<PAGE>
                                       
                   ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                             ---------------------


2.       TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (CONTINUED)

         Substantially all programming services have been purchased through 
FCLP. FCLP, in the normal course of business, purchases cable programming 
services from certain program suppliers owned in whole or in part by 
affiliates of an entity that became a general partner of FCLP on September 
30, 1998. Such purchases of programming services are made on behalf of the 
Partnership and the other partnerships managed by the Corporate General 
Partner as well as for FCLP's own cable television operations. FCLP charges 
the Partnership for these services based on an estimate of what the Corporate 
General Partner could negotiate for such programming services for the 15 
partnerships managed by the Corporate General Partner as a group. The 
Partnership recorded programming fee expense of $202,400 for the three months 
ended March 31, 1999. Programming fees are included in service costs in the 
statements of operations.

3.       EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

         Earnings and losses per unit of limited partnership interest is 
based on the average number of units outstanding during the periods 
presented. For this purpose, earnings and losses have been allocated 99% to 
the Limited Partners and 1% to the General Partners. The General Partners do 
not own units of partnership interest in the Partnership, but rather hold a 
participation interest in the income, losses and distributions of the 
Partnership.
                                       


                                      -6-
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

INTRODUCTION

         The Cable Television Consumer Protection and Competition Act of 1992 
(the "1992 Cable Act") required the Federal Communications Commission ("FCC") 
to, among other things, implement extensive regulation of the rates charged 
by cable television systems for basic and programming service tiers, 
installation, and customer premises equipment leasing. Compliance with those 
rate regulations has had a negative impact on the Partnership's revenues and 
cash flow. The Telecommunications Act of 1996 (the "1996 Telecom Act") 
substantially changed the competitive and regulatory environment for cable 
television and telecommunications service providers. Among other changes, the 
1996 Telecom Act ended the regulation of cable programming service tier rates 
on March 31, 1999. There can be no assurance as to what, if any, further 
action may be taken by the FCC, Congress or any other regulatory authority or 
court, or the effect thereof on the Partnership's business. Accordingly, the 
Partnership's historical financial results as described below are not 
necessarily indicative of future performance.

         This Report includes certain forward-looking statements regarding, 
among other things, future results of operations, regulatory requirements, 
competition, capital needs and general business conditions applicable to the 
Partnership. Such forward looking statements involve risks and uncertainties 
including, without limitation, the uncertainty of legislative and regulatory 
changes and the rapid developments in the competitive environment facing 
cable television operators such as the Partnership. In addition to the 
information provided herein, reference is made to the Partnership's Annual 
Report on Form 10-K for the year ended December 31, 1998 for additional 
information regarding such matters and the effect thereof on the 
Partnership's business.

RESULTS OF OPERATIONS

         The Partnership's revenues decreased from $923,600 to $867,600, or 
by 6.1%, for the three months ended March 31, 1999 as compared to the 
corresponding period in 1998. Of the $56,000 decrease, $45,600 was due to 
decreases in the number of subscriptions for basic, premium, tier and 
equipment rental services, and $10,400 was due to decreases in other revenue 
producing items, including installation revenue. As of March 31, 1999, the 
Partnership had approximately 8,900 basic subscribers and 2,100 premium 
service units.

         Service costs increased from $301,900 to $309,200, or by 2.4%, for 
the three months ended March 31, 1999 as compared to the corresponding period 
in 1998. Service costs represent costs directly attributable to providing 
cable services to customers. The increase was primarily due to increases in 
franchise fees and programming fees. Franchise fees increased due to a 
non-recurring adjustment in the first quarter of 1999 related to a payment 
that was greater than the estimates previously recorded. Programming expense 
increased primarily due to rate increases imposed by program suppliers.

         General and administrative expenses increased from $108,500 to 
$124,300, or by 14.6%, for the three months ended March 31, 1999 as compared 
to the corresponding period in 1998. The increase was primarily due to 
increases in telephone costs, insurance premiums and professional fees, 
including audit and legal fees.
                                       


                                      -7-
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.


RESULTS OF OPERATIONS (CONTINUED)

         Management fees and reimbursed expenses remained unchanged at 
$130,000 for the three months ended March 31, 1999 as compared to the 
corresponding period in 1998. Management fees decreased in direct relation to 
decreases in revenues as described above. Reimbursed expenses increased 
primarily due to higher personnel costs resulting from staff additions, and 
due to increases in allocated telephone expense and rent expense.

         Depreciation and amortization expense increased from $209,600 to 
$257,200, or by 22.7%, for the three months ended March 31, 1999 as compared 
to the corresponding period in 1998, primarily due to a reduction in the 
remaining life of certain plant assets that must be replaced under a 
provision of one of the Partnership's franchise agreements.

         The Partnership's operating income decreased from $173,600 to 
$46,900, or by 73.0%, for the three months ended March 31, 1999 as compared 
to the corresponding period in 1998, primarily due to decreases in revenues 
and increases in depreciation and amortization expense as described above.

         Interest income decreased from $7,700 to $6,000, or by 22.1%, for 
the three months ended March 31, 1999 as compared to the corresponding period 
in 1998, primarily due to lower average cash balances available for 
investment.

         Interest expense decreased from $60,600 to $37,200, or by 38.6%, for 
the three months ended March 31, 1999 as compared to the corresponding period 
in 1998, due to lower average borrowings in the 1999 period.

         Due to the factors described above, the Partnership's net income 
decreased from $120,700 to $15,700, or by 87.0%, for the three months ended 
March 31, 1999 as compared to the corresponding period in 1998.

         Based on its experience in the cable television industry, the 
Partnership believes that operating income before depreciation and 
amortization ("EBITDA") and related measures of cash flow serve as important 
financial analysis tools for measuring and comparing cable television 
companies in several areas, such as liquidity, operating performance and 
leverage. EBITDA is not a measurement determined under generally accepted 
accounting principles ("GAAP") and does not represent cash generated from 
operating activities in accordance with GAAP. EBITDA should not be considered 
by the reader as an alternative to net income as an indicator of financial 
performance or as an alternative to cash flows as a measure of liquidity. In 
addition, the definition of EBITDA may not be identical to similarly titled 
measures used by other companies. EBITDA as a percentage of revenues 
decreased from 41.5% to 35.1% during the three months ended March 31, 1999 as 
compared to the corresponding period in 1998. The decrease was primarily 
caused by lower revenues and increased service costs and general and 
administrative expenses as described above. EBITDA decreased from $383,200 to 
$304,100, or by 20.6%, for the three months ended March 31, 1999 as compared 
to the corresponding period in 1998.

LIQUIDITY AND CAPITAL RESOURCES

         The Partnership's primary objective, having invested its net 
offering proceeds in cable systems, is to distribute to its partners all 
available cash flow from operations and proceeds from the sale of
                                       


                                      -8-
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

cable systems, if any, after providing for expenses, debt service and capital 
requirements relating to the expansion, improvement and upgrade of its cable 
systems. The Partnership's capital expenditures were $19,000 in the first 
quarter of 1999.

         Based on its belief that the market for cable systems has generally 
improved, the Corporate General Partner is evaluating strategies for 
liquidating the Partnership. These strategies include the potential sale of 
substantially all of the Partnership's assets to third parties and/or 
affiliates of the Corporate General Partner, and the subsequent liquidation 
of the Partnership. The Corporate General Partner expects to complete its 
evaluation within the next several months and intends to advise unitholders 
promptly if it believes that commencing a liquidating transaction would be in 
the best interests of unitholders.

         As of the date of this Report, 95% of the available channel capacity 
is being utilized in the Partnership's systems that serve 78% of its 
customers. Two of the Partnership's franchise areas, which together serve 63% 
of the Partnership's total customer base, require upgrades to increase 
channel capacity. One of the upgrades is required in an existing franchise 
agreement. The estimated cost to upgrade the cable system in this franchise 
area is approximately $2.4 million and must be completed by June 2000. 
Another of the Partnership's franchise agreements is under negotiation for 
renewal and the Partnership believes that the renewed franchise agreement may 
require the Partnership to upgrade its cable plant at an estimated cost of 
$1.5 million within 24 months. The full upgrade program is estimated to 
require aggregate capital expenditures of approximately $3.9 million. Capital 
expenditures budgeted for 1999 include $2.4 million for the required rebuild 
and approximately $346,400 for the upgrade of other assets.

         The Partnership is party to a loan agreement with EFC. The loan 
agreement provides for a revolving loan facility of $4,563,000 (the 
"Facility"). Total outstanding borrowings were $1,350,000 at March 31, 1999. 
The Partnership's management expects to increase borrowings under the 
Facility in the future to fund the upgrade of the Partnership's systems. 
However, the Partnership's borrowing capacity and its present cash reserves 
may be insufficient to fund its entire upgrade program. Consequently, the 
Partnership may need to rely on increased cash flow from operations or new 
sources of borrowing in order to meet its future liquidity requirements. 
There can be no assurance that such cash flow increases can be attained, or 
that additional future borrowings will be available to the Partnership on 
acceptable terms. If the Partnership is not able to attain such cash flow 
increases, or obtain new sources of borrowings, the Partnership may not be 
able to complete its full upgrade program. As a result, the value of the 
Partnership's systems would be lower than that of systems rebuilt to a higher 
technical standard.

         The Partnership's Facility matures on August 31, 2001, at which time 
all amounts then outstanding are due in full. Borrowings bear interest at the 
lender's base rate (7.75% at March 31, 1999) plus 0.625%, or at an offshore 
rate plus 1.875%. Under certain circumstances, the Partnership is required to 
make mandatory prepayments, which permanently reduce the maximum commitment 
under the Facility. The Facility contains certain financial tests and other 
covenants including, among others, restrictions on incurrence of 
indebtedness, investments, sales of assets, acquisitions and other covenants, 
defaults and conditions. The Partnership believes it was in compliance with 
the covenants at March 31, 1999.
                                       


                                      -9-
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

         The Corporate General Partner contributed its $269,300 receivable 
balance from the Partnership for past due management fees and reimbursed 
expenses as an equity contribution to EFC. This balance remains an 
outstanding obligation of the Partnership.

         The Facility does not restrict the payment of distributions to 
partners unless an event of default exists thereunder or the Partnership's 
ratio of debt to cash flow is greater than 4 to 1. However, as a result of 
the pending upgrade program discussed above, the Corporate General Partner 
has concluded that it is not prudent for the Partnership to resume paying 
distributions at this time.

         Beginning in August 1997, the Corporate General Partner elected to 
self-insure the Partnership's cable distribution plant and subscriber 
connections against property damage as well as possible business 
interruptions caused by such damage. The decision to self-insure was made due 
to significant increases in the cost of insurance coverage and decreases in 
the amount of insurance coverage available.

         In October 1998, FCLP reinstated third party insurance coverage for 
all of the cable television properties owned or managed by FCLP to cover 
damage to cable distribution plant and subscriber connections and against 
business interruptions resulting from such damage. This coverage is subject 
to a significant annual deductible which applies to all of the cable 
television properties owned or managed by FCLP.

         Approximately 73% of the Partnership's subscribers are served by its 
system in Flora, Illinois and neighboring communities. Significant damage to 
the system due to seasonal weather conditions or other events could have a 
material adverse effect on the Partnership's liquidity and cash flows. The 
Partnership continues to purchase insurance coverage in amounts its 
management views as appropriate for all other property, liability, 
automobile, workers' compensation and other types of insurable risks.

         During the first quarter of 1999, FCLP, on behalf of the Corporate 
General Partner, continued its identification and evaluation of the 
Partnership's Year 2000 business risks and its exposure to computer systems, 
to operating equipment which is date sensitive and to the interface systems 
of its vendors and service providers. The evaluation has focused on 
identification and assessment of systems and equipment that may fail to 
distinguish between the year 1900 and the year 2000 and, as a result, may 
cease to operate or may operate improperly when dates after December 31, 1999 
are introduced.

         Based on a study conducted in 1997, FCLP concluded that certain of 
the Partnership's information systems were not Year 2000 compliant and 
elected to replace such software and hardware with applications and equipment 
certified by the vendors as Year 2000 compliant. FCLP installed the new 
systems in the first quarter of 1999. The total anticipated cost, including 
replacement software and hardware, will be borne by FCLP. FCLP is continuing 
to utilize internal and external resources to extend the functionality of the 
new systems. FCLP does not believe that any other significant information 
technology projects affecting the Partnership have been delayed due to 
efforts to identify and address Year 2000 issues.

         Additionally, FCLP has continued to inventory the Partnership's 
operating and revenue generating equipment to identify items that need to be 
upgraded or replaced and has surveyed cable equipment manufacturers to 
determine which of their models require upgrade or replacement to
                                       


                                     -10-

<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

become Year 2000 compliant. Identification and evaluation, while ongoing, are 
substantially completed and a plan has been developed to remediate 
non-compliant equipment prior to January 1, 2000. Upgrade or replacement, 
testing and implementation will be performed over the remaining months of 
1999. The cost of such replacement or remediation, currently estimated at 
$43,200, is not expected to have a material effect on the Partnership's 
financial position or results of operations. The Partnership had not incurred 
any costs related to the Year 2000 project as of March 31, 1999. FCLP plans 
to inventory, assess, replace and test equipment with embedded computer chips 
in a separate segment of its project, presently scheduled for the second half 
of 1999.

         FCLP has continued to survey the Partnership's significant third 
party vendors and service suppliers to determine the extent to which the 
Partnership's interface systems are vulnerable should those third parties 
fail to solve their own Year 2000 problems on a timely basis. Approximately 
80% of the Partnership's most critical equipment vendors have responded to 
the surveys regarding the Year 2000 compliance of their products. Additional 
compliance information has been obtained for specific products from vendor 
Web sites. Among the most significant service providers upon which the 
Partnership relies are programming suppliers, power and telephone companies, 
various banking institutions and the Partnership's customer billing service. 
A majority of these service suppliers either have not responded to FCLP's 
inquiries regarding their Year 2000 compliance programs or have responded 
that they are unsure if they will become compliant on a timely basis. 
Consequently, there can be no assurance that the systems of other companies 
on which the Partnership must rely will be Year 2000 compliant on a timely 
basis.

         FCLP is developing a contingency plan in 1999 to address possible 
situations in which various systems of the Partnership, or of third parties 
with which the Partnership does business, are not compliant prior to January 
1, 2000. Considerable effort has been directed toward distinguishing between 
those contingencies with a greater probability of occurring from those whose 
occurrence is considered remote. Moreover, such a plan has focused on systems 
whose failure poses a material risk to the Partnership's results of 
operations and financial condition.

         The Partnership's most significant Year 2000 risk is an interruption 
of service to subscribers, resulting in a potentially material loss of 
revenues. Other risks include impairment of the Partnership's ability to bill 
and/or collect payment from its customers, which could negatively impact its 
liquidity and cash flows. Such risks exist primarily due to technological 
operations dependent upon third parties and to a much lesser extent to those 
under the control of the Partnership. Failure to achieve Year 2000 readiness 
in either area could have a material adverse impact on the Partnership. The 
Partnership is unable to estimate the possible effect on its results of 
operations, liquidity and financial condition should its significant service 
suppliers fail to complete their readiness programs prior to the Year 2000. 
Depending on the supplier, equipment malfunction or type of service provided, 
as well as the location and duration of the problem, the effect could be 
material. For example, if a cable programming supplier encounters an 
interruption of its signal due to a Year 2000 satellite malfunction, the 
Partnership will be unable to provide the signal to its cable subscribers, 
which could result in a loss of revenues, although the Partnership would 
attempt to provide its customers with alternative program services for the 
period during which it could not provide the original signal. Due to the 
number of individually owned and operated channels the Partnership carries 
for its subscribers, and the packaging of those channels, the Partnership is 
unable to estimate any reasonable dollar impact of such interruption.
                                       


                                     -11-
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

         THREE MONTHS ENDED MARCH 31, 1999 AND 1998

         Cash provided by operating activities decreased by $128,300 in the 
three months ended March 31, 1999 from the corresponding period in 1998. 
Changes in receivables and prepaid expenses used $103,900 more cash in the 
first three months of 1999 than in the corresponding period in 1998 due to 
differences in the timing of receivable collections and in the payment of 
prepaid expenses. The Partnership used $33,100 more cash to pay liabilities 
owed to third-party creditors due to differences in the timing of payments.

         The Partnership used $2,400 less cash in investing activities during 
the three months ended March 31, 1999 than in the comparable three months of 
1998 primarily due to a decrease of $6,000 in expenditures for intangible 
assets, partially offset by an increase of $3,600 in expenditures for 
tangible assets. Financing activities provided $123,400 more cash in the 
first three months of 1999 than in the corresponding period of 1998. The 
Partnership used $122,500 less cash to pay liabilities owed to the Corporate 
General Partner in the first three months of 1999 than in the corresponding 
period of 1998 due to differences in the timing of payments.

INFLATION

         Certain of the Partnership's expenses, such as those for wages and 
benefits, equipment repair and replacement, and billing and marketing 
generally increase with inflation. However, the Partnership does not believe 
that its financial results have been, or will be, adversely affected by 
inflation in a material way, provided that it is able to increase its service 
rates periodically, of which there can be no assurance.
                                       


                                      -12- 
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.


<TABLE>
<S>               <C>
PART II.          OTHER INFORMATION


ITEMS 1-5.        Not applicable.

ITEM 6.           Exhibits and Reports on Form 8-K

                  (a)      None.

                  (b)      No reports on Form 8-K were filed during the
                           quarter for which this report is filed.
</TABLE>

<PAGE>
                                       
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.
                                       
                   ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                        a GEORGIA LIMITED PARTNERSHIP
                        -----------------------------
                                (Registrant)



                          By:    ENSTAR COMMUNICATIONS CORPORATION
                                 General Partner






Date:  May 14, 1999       By:    /s/ Michael K. Menerey
                                 ---------------------------
                                 Michael K. Menerey,
                                 Executive Vice President,
                                 Chief Financial Officer and
                                 Secretary


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS MARCH 31, 1999, AND THE STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                         720,300
<SECURITIES>                                         0
<RECEIVABLES>                                   52,300
<ALLOWANCES>                                     5,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       8,464,100
<DEPRECIATION>                               5,591,500
<TOTAL-ASSETS>                               4,716,100
<CURRENT-LIABILITIES>                          930,900
<BONDS>                                      1,350,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 4,716,100
<SALES>                                              0
<TOTAL-REVENUES>                               867,600
<CGS>                                                0
<TOTAL-COSTS>                                  820,700
<OTHER-EXPENSES>                               (6,000)
<LOSS-PROVISION>                                 6,300
<INTEREST-EXPENSE>                              37,200
<INCOME-PRETAX>                                 15,700
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             15,700
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    15,700
<EPS-PRIMARY>                                      .19
<EPS-DILUTED>                                        0
        

</TABLE>


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