ENSTAR INCOME GROWTH PROGRAM SIX B L P
10-Q, 1996-11-13
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>   1
                       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 September 30, 1996 

                                       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    0-18495   

                    Enstar Income/Growth Program Six-B, L.P.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Georgia                                        58-1754588 
- ---------------------------------         ------------------------------------
(STATE OR OTHER JURISDICTION              (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA  90024
- ------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (310) 824-9990
                                                    --------------

FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE 
LAST REPORT.

Indicate by check X 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>   2
                         PART I - FINANCIAL INFORMATION

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

                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                December 31,            September 30,
                                                                                    1995*                    1996
                                                                                -----------             -------------
                                                                                                         (unaudited)
 <S>                                                                            <C>                      <C>
 ASSETS:
   Cash and cash equivalents                                                    $   39,800               $  228,900

   Receivables, less allowance of $4,600 and
   $3,300 for possible losses                                                       88,200                   43,000

   Insurance claims receivable                                                     306,300                  350,500

   Cable materials, equipment, supplies and other                                   57,300                   56,300

   Property, plant and equipment less accumulated depreciation
   and amortization of $1,991,000 and $2,348,500                                 3,567,700                3,740,300

   Franchise cost, net of accumulated
   amortization of $1,897,700 and $2,166,600                                     2,400,700                2,143,100

   Customer lists and other intangible costs, net of
    accumulated amortization of $280,800 and $309,400                              305,700                  290,100
                                                                                ----------               ----------
                                                                                $6,765,700               $6,852,200
                                                                                ==========               ==========

                                     LIABILITIES AND PARTNERSHIP CAPITAL
          LIABILITIES:
         Note payable                                                           $1,630,700               $1,374,000
         Accounts payable                                                          186,400                  199,800
         Due to affiliates                                                       1,274,900                1,618,600
                                                                                ----------               ----------
         TOTAL LIABILITIES                                                       3,092,000                3,192,400
                                                                                ----------               ----------
 COMMITMENTS AND CONTINGENCIES

 PARTNERSHIP CAPITAL (DEFICIT):
         General partners                                                          (35,900)                 (36,000)
         Limited partners                                                        3,709,600                3,695,800
                                                                                ----------               ----------
         TOTAL PARTNERSHIP CAPITAL                                               3,673,700                3,659,800
                                                                                ----------               ----------
                                                                                $6,765,700               $6,852,200
                                                                                ==========               ==========
</TABLE>

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





                                      -2-
<PAGE>   3
                    ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS
                    ========================================

<TABLE>
<CAPTION>
                                                                                      Unaudited           
                                                                           -------------------------------
                                                                                  Three months ended      
                                                                                    September 30,         
                                                                           -------------------------------
                                                                           1995                       1996
                                                                           ----                       ----
 <S>                                                                      <C>                       <C>           
 REVENUES                                                                 $571,000                  $651,000   
                                                                          --------                  --------                   
 OPERATING EXPENSES:                                                                                           
    Service costs                                                          191,300                   220,200   
    General and administrative expenses                                     94,300                    94,800   
    General Partner management fees                                                                            
    and reimbursed expenses                                                 52,900                    59,000   
    Depreciation and amortization                                          224,000                   238,700   
                                                                          --------                  --------                   
                                                                           562,500                   612,700   
                                                                          --------                  --------                   
 OPERATING INCOME                                                            8,500                    38,300   
                                                                          --------                  --------                   
 OTHER INCOME (EXPENSE):                                                                                       
    Interest income                                                            800                     1,400   
    Interest expense                                                       (44,300)                  (37,100)  
                                                                          --------                  --------                   
                                                                           (43,500)                  (35,700)  
                                                                          --------                  --------                   
 NET INCOME (LOSS)                                                        $(35,000)                 $  2,600   
                                                                          ========                  ========
                                                                                                               
                                                                                                               
 NET INCOME (LOSS) PER UNIT OF LIMITED                                                                         
    PARTNERSHIP INTEREST                                                  $  (0.95)                 $   0.07   
                                                                          ========                  ========   
 AVERAGE LIMITED PARTNERSHIP                                                                                   
    UNITS OUTSTANDING DURING PERIOD                                         36,626                    36,626   
                                                                          ========                  ========
</TABLE>


              See accompanying notes to condensed financial statements.





                                      -3-
<PAGE>   4
                    ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS
                    ========================================

<TABLE>
<CAPTION>
                                                                                        Unaudited           
                                                                             -------------------------------
                                                                                    Nine months ended       
                                                                                      September 30,         
                                                                             -------------------------------
                                                                             1995                       1996
                                                                             ----                       ----
 <S>                                                                      <C>                       <C>
 REVENUES                                                                 $1,644,500                $1,831,300 
                                                                          ----------                ----------                     
 OPERATING EXPENSES:                                                                                           
   Service costs                                                             532,800                   591,100 
   General and administrative expenses                                       283,500                   298,500 
   General Partner management fees                                                                             
     and reimbursed expenses                                                 148,800                   171,100 
   Depreciation and amortization                                             747,500                   674,900 
                                                                          ----------                ----------                     
                                                                           1,712,600                 1,735,600 
                                                                          ----------                ----------                     
 OPERATING INCOME (LOSS)                                                     (68,100)                   95,700 
                                                                          ----------                ----------                     
 OTHER INCOME (EXPENSE):                                                                                       
   Interest income                                                             3,600                     4,600 
   Interest expense                                                         (147,600)                 (114,200)
                                                                          ----------                ----------                     
                                                                            (144,000)                 (109,600)
                                                                          ----------                ----------                     
 NET LOSS                                                                 $ (212,100)               $  (13,900)
                                                                          ==========                ==========
                                                                                                               
                                                                                                               
 NET LOSS PER UNIT OF LIMITED                                                                                  
   PARTNERSHIP INTEREST                                                   $    (5.73)              $     (0.38)
                                                                          ==========                ========== 
 AVERAGE LIMITED PARTNERSHIP                                                                                   
   UNITS OUTSTANDING DURING PERIOD                                            36,626                    36,626 
                                                                          ==========                ==========
</TABLE>


                       See accompanying notes to condensed financial statements.





                                      -4-
<PAGE>   5
                    ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       Unaudited          
                                                                             -----------------------------
                                                                                   Nine months ended      
                                                                                     September 30,        
                                                                             -----------------------------
                                                                             1995                     1996
                                                                             ----                     ----
 <S>                                                                      <C>                      <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
               Net loss                                                   $(212,100)               $  (13,900)
               Adjustments to reconcile net loss to net cash                                                  
               provided by operating activities:                                                              
               Depreciation and amortization                                747,500                   674,900 
               Amortization of deferred loan costs                              100                       800 
               Increase (decrease) from changes in:                                                           
               Receivables                                                      500                     1,000 
               Cable materials, equipment,                                                                    
               supplies and other                                           (12,400)                    1,000 
               Accounts payable and due to affiliates                        89,700                   357,100 
                                                                          ---------                ---------- 
               Net cash provided by operating activities                    613,300                 1,020,900 
                                                                          ---------                ---------- 
 CASH FLOWS FROM INVESTING ACTIVITIES:                                                                        
               Capital expenditures                                        (390,300)                 (546,000)
               Increase in intangible assets                                (19,400)                  (24,300)
               Proceeds from sale of cable assets                              --                         300 
                                                                          ---------                ---------- 
               Net cash used in investing activities                       (409,700)                 (570,000)
                                                                          ---------                ---------- 
 CASH FLOWS FROM FINANCING ACTIVITIES:                                                                        
               Repayment of debt                                           (156,000)                 (256,700)
               Deferred loan costs                                             --                      (5,100)
                                                                          ---------                ---------- 
               Net cash used in financing activities                       (156,000)                 (261,800)
                                                                          ---------                ---------- 
 INCREASE IN CASH AND CASH EQUIVALENTS                                       47,600                   189,100 
                                                                                                              
 CASH AND CASH EQUIVALENTS                                                                                    
               AT BEGINNING OF PERIOD                                       193,100                    39,800 
                                                                          ---------                ---------- 
 CASH AND CASH EQUIVALENTS                                                                                    
               AT END OF PERIOD                                           $ 240,700                $  228,900 
                                                                          =========                ==========
</TABLE>


                       See accompanying notes to condensed financial statements.





                                      -5-
<PAGE>   6
                    ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS


1.       INTERIM FINANCIAL STATEMENTS

                 The accompanying condensed interim financial statements for
the three and nine months ended September 30, 1996 and 1995 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 and nine months ended September 30,
1996 are not necessarily indicative of results for the entire year.

2.       TRANSACTIONS WITH THE CORPORATE GENERAL PARTNER 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 fees approximated $32,600
and $91,600 for the three and nine months ended September 30, 1996.

                 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 Managers.  All cable television
properties managed by the Corporate General Partner and its subsidiary are
charged a proportionate share of these expenses. 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 $26,400 and
$79,500 for the three and nine months ended September 30, 1996.  Payments of
management fees and reimbursed expenses of approximately $59,500 and $172,500
were deferred in the three and nine months ended September 30, 1996.  The
cumulative amount deferred as of September 30, 1996 amounted to $1,026,200.
Management fees and reimbursed expenses due the Corporate General Partner are
non-interest bearing.

                 The Partnership also receives certain system operating
management services from affiliates of the Corporate General Partner in
addition to the Manager due to the fact that there are no such employees
directly employed by the Partnership.  The Partnership reimburses the
affiliates for its allocable share of the affiliates' operational costs.  The
total amount charged to the Partnership for these costs approximated $61,200
and $181,100 in the three and nine months ended September 30, 1996.  No
management fee is payable to the affiliates by the Partnership and there is no
duplication of reimbursed expenses and costs paid to the Manager.

                 Certain programming services have been purchased through an
affiliate of the Partnership.  In turn, the affiliate charges the Partnership
for these costs based on an estimate of what the Partnership could negotiate
for such programming services on a stand-alone basis.  Programming fee expense
charged to the





                                      -6-
<PAGE>   7
                      ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    (CONCLUDED)


2.       TRANSACTIONS WITH THE CORPORATE GENERAL2PARTNER AND AFFILIATES
         (CONCLUDED)

Partnership was $124,300 and $332,400 for the three and nine months ended
September 30, 1996. Programming fees are included in service costs in the
statements of operations for the three and nine months ended September 30, 1996
and 1995.  Payments of programming fees of approximately $118,900 and $325,000
were deferred in the three and nine months ended September 30, 1996.  The
cumulative amount deferred as of June 30, 1996 amounted to $470,800.


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 are allocated 99% to the limited partners and
1% to the general partners.


4.       RECLASSIFICATIONS

         Certain 1995 amounts have been classified to conform to the 1996
presentation.
<PAGE>   8
                      ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

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

INTRODUCTION

         On February 8, 1996, President Clinton signed into law the
Telecommunications Act of 1996 (the "1996 Telecom Act").  This statute
substantially changed the competitive and regulatory environment for
telecommunications providers by significantly amending the Communications Act
of 1934, including certain of the rate regulation provisions previously imposed
by the Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act").  Compliance with those rate regulations has had a negative
impact on the Partnership's revenues and cash flow.  However, in accordance
with policy decisions by the Federal Communications Commission (the "FCC"), the
Partnership will increase regulated service rates in the future in response to
specified historical and anticipated future cost increases, although certain
costs may continue to rise at a rate in excess of that which the Partnership
will be permitted to pass on to its customers.  The 1996 Telecom Act provides
that certain of the rate regulations will be phased-out altogether in 1999.
Further, the regulatory environment will continue to change pending, among
other things, the outcome of legal challenges and FCC rulemaking and
enforcement activity in respect of the 1992 Cable Act and the completion of a
significant number of FCC rulemakings under the 1996 Telecom Act.  There can be
no assurance as to what, if any, future 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 historic interim
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, 1995 for additional information regarding
such matters and the effect thereof on the Partnership's business.


RESULTS OF OPERATIONS

         The Partnership's revenues increased from $571,000 to $651,000, or by
14.0%, and from $1,644,500 to $1,831,300, or by 11.4%, for the three and nine
months ended September 30, 1996 as compared to the corresponding periods for
1995.  Of the $80,000 increase in revenues for the three months ended September
30, 1996 as compared to the corresponding period in 1995, $41,500 was due to
increases in the number of subscriptions for basic and premium services,
$20,000 was due to increases in regulated service rates that were implemented
by the Partnership in the second quarter of 1996, $15,000 due to the
restructuring of The Disney Channel from a premium channel to a tier channel
effective July 1, 1996 and $3,500 was due to an increase in other revenue
producing items. Of the $186,800 increase in revenues for the nine months ended
September 30, 1996 as compared to the corresponding period in 1995, $119,100
was due to increases in the number of subscriptions for basic and premium
services, $56,800 was due to



                                      -8-
<PAGE>   9
                      ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

RESULTS OF OPERATIONS (CONTINUED)

increases in regulated service rates that were implemented by the Partnership
in the second quarter in each of 1995 and 1996 and $15,000 due to the
restructuring of The Disney Channel discussed above.  These increases were
partially offset by a $4,100 decrease in other revenue producing items.  As of
September 30, 1996, the Partnership had approximately 6,800 homes subscribing
to cable service and 2,100 premium service units.

         Service costs increased from $191,300 to $220,200, or by 15.1%, and
from $532,800 to $591,100, or by 10.9%, for the three and nine months ended
September 30, 1996 as compared to the corresponding periods in 1995.  Service
costs represent costs directly attributable to providing cable services to
customers.  Of the $28,900 increase in service costs for the three months ended
September 30, 1996 as compared to the corresponding period in 1995, $29,000
related to increases in programming fees (including primary satellite fees),
$5,800 was due to an increase in franchise fees and $4,100 was due to an
increase in copyright fees.  These increases were partially offset by a $10,700
increase in capitalization of labor and overhead costs due to more capital
projects during the quarter ended September 30, 1996.  Of the $58,300 increase
in service costs for the nine months ended September 30, 1996 as compared to
the corresponding period in 1995, $59,500 related to increases in programming
fees (including primary satellite fees), $13,300 was due to an increase in
property taxes, $8,800 was due to an increase in franchise fees and $6,000 was
due to an increase in copyright fees.  These increases were partially offset by
a $31,800 increase in capitalization of labor and overhead costs due to more
capital projects in the 1996 nine months period. The increases in programming
fees during the three and nine months ended September 30, 1996 were primarily
due to higher rates charged by programming suppliers, channel additions and
increases in the number of subscriptions for services, and also included a
$4,700 increase related to the restructuring of The Disney Channel discussed
above.  The increase in property taxes during the nine months ended September
30, 1996 was due to non-recurring credits taken against expense in the second
quarter of 1995 to adjust estimated property taxes to reflect actual tax
assessments in Georgia.

         General and administrative expenses remained relatively unchanged,
increasing from $94,300 to $94,800 (less than one-percent) for the quarter
ended September 30, 1996 compared to the corresponding period in 1995. General
and administrative expenses increased from $283,500 to $298,500, or by 5.3%,
for the nine months ended September 30, 1996 as compared to the corresponding
period in 1995.  Of the $15,000 increase for the nine months ended September
30, 1996 as compared to the corresponding period in 1995, $8,300 was due to an
increase in bad debt expense and $6,600 was due to an increase in personnel
costs.

         Management fees and reimbursed expenses increased from $52,900 to
$59,000, or by 11.5%, and from $148,800 to $171,100, or by 15.0%, for the three
and nine months ended September 30, 1996 as compared to the corresponding
periods for 1995. Reimbursable expenses increased by $2,000 and $12,900 for the
three and nine months ended September 30, 1996 from the comparable periods in
1995, primarily due to higher allocated personnel costs and professional fees.
The nine months' increase was also due to higher allocated computer service
expense.  Management fees increased by $4,100 and $9,400 for the three and nine
months ended September 30, 1996 from the corresponding 1995 periods in direct
relation to increased revenues as described above.





                                      -9-
<PAGE>   10
                      ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

RESULTS OF OPERATIONS (CONCLUDED)

         Depreciation and amortization expense increased from $224,000 to
$238,700, or by 6.6%, for the quarter ended September 30, 1996 and decreased
from $747,500 to $674,900, or by 9.7%, for the nine months ended September 30,
1996 as compared to the corresponding periods in 1995.  The increase during the
quarter ended September 30, 1996 was due to asset additions to extend the
Partnership's plant into new communities while the decrease during the nine
month period was primarily due to a reduction in 1995 in the estimated
remaining life of existing plant being replaced and due to certain intangible
assets becoming fully amortized in 1995.

         Operating income increased from $8,500 to $38,300 for the quarter
ended September 30, 1996 as compared to the corresponding 1995 period and
increased from an operating loss of $68,100 for the first nine months of 1995
to operating income of $95,700 for the nine months ended September 30, 1996.
The three month increase was due to increased revenues while the nine month
increase was primarily due to increased revenues and decreased depreciation and
amortization expense as described above.

         Interest expense, net of interest income, decreased from $43,500 to
$35,700, or by 17.9%, and from $144,000 to $109,600, or by 23.9%, for the three
and nine months ended September 30, 1996 as compared to the corresponding
periods for 1995.  The three and nine months' decreases were primarily due to
decreases in average borrowings from $1,750,200 and $1,810,500 in the three and
nine months ended September 30, 1995 to $1,472,600 and $1,549,200 during the
corresponding periods in 1996.  These decreases were also due to lower average
interest rates (9.5% and 9.6% during the three and nine months ended September
30, 1995 versus 8.9% and 9.0% in the corresponding periods in 1996).

         Due to the factors described above, the Partnership generated net
income of $2,600 for the quarter ended September 30, 1996 compared to a net
loss of $35,000 for the corresponding 1995 period. For the nine months ended
September 30, 1996, the Partnership's net loss decreased from $212,100 to
$13,900 for the first nine months of 1996 as compared to the first nine months
of 1995.

LIQUIDITY AND CAPITAL RESOURCES

         The FCC's amended rate regulation rules were implemented during the
quarter ended September 30, 1994. Compliance with these rules has had a
negative impact on the Partnership's revenues and cash flow.

         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 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
currently relies exclusively on the availability of cash generated from
operations to fund its ongoing expenses, debt service and capital requirements.
In general, these requirements involve expansion, improvement and upgrade of
the Partnership's existing cable systems.   As of the date of this Report,
substantially all of the available channel capacity in the Partnership's
systems is being utilized and each of such systems requires rebuilding. The
rebuild program is presently estimated to require aggregate capital
expenditures of approximately $8.0 million, although the majority of the total
is not planned to be spent until 1998 and 1999.  The largest of these rebuilds
covers seven franchise areas in Georgia and is required by two existing
franchising





                                      -10-
<PAGE>   11
                      ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.


LIQUITY AND CAPITAL RESOURCES (CONTINUED)

agreements, while two of the remaining five franchise agreements are under
negotiation for renewal.  The cost to rebuild the two franchise areas is
estimated to be approximately $2.0 million.  The Partnership's management
believes that the Partnership's cash flow and other sources of capital will be
adequate to meet its current liquidity requirements, which include necessary
capital expenditures of approximately $700,000 in 1996, $300,000 of which is to
extend the Partnership's systems to pass new serviceable homes in their
franchise areas. To incur this level of capital expenditures, however, the
Partnership will be required to continue to defer the payment of additional
management fees in 1996. As of September 30, 1996, the Partnership owed the
Corporate General Partner $1,026,200 for deferred management fees and
reimbursable expenses, and also owed an affiliate in excess of $470,800 for
programming fees.  Failure to rebuild the cable systems in a timely fashion
could have an adverse effect on the value of those systems compared to systems
that have been rebuilt to a higher technical standard. Funding rebuild capital
expenditures beyond 1996 will require refinancing the Partnership's term loan
agreement, and there can be no assurance that the Partnership will be able to
obtain such a refinancing on terms acceptable to the Partnership.  Refinancing
will be required in order for the Partnership to perform substantially all of
its planned rebuild construction.

         As previously disclosed, in response to the FCC's amended rate
regulation rules and the Partnership's capital expenditure requirements,
distributions to Unitholders were discontinued subsequent to the distribution
paid for the period ended May 31, 1994.  As stated at the time of the
announcement of this decision, management believes that it is critical for the
Partnership to preserve its liquidity through the retention of cash.  As a
result, and because of the pending rebuild requirements discussed above, the
Partnership does not anticipate paying distributions at any time in the
foreseeable future.

         On September 30, 1996, the outstanding balance of the Partnership's
term loan was $1,374,000 and is payable in quarterly installments ranging from
$85,600 to $161,000, plus interest. Scheduled principal payments of $85,600 are
required at December 31, 1996, $422,800 in 1997, $543,600 in 1998 and $322,000
in 1999.  The Partnership made its scheduled 1996 principal repayments on April
1, July 16 and September 30.

         The Partnership's term loan agreement contains certain financial tests
and other covenants including, among others, restrictions relating to
acquisitions of cable systems and capital expenditures.  The Partnership
believes that it was in compliance with its debt covenants as of September 30,
1996.

         NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                 Cash provided by operating activities increased by $407,600
from $613,300 for the nine months ended September 30, 1995 to $1,020,900 for
the nine months ended September 30, 1996.  Accounts payable and due to
affiliates used $267,400 less cash in the 1996 period due to a decrease in the
payment of liabilities owed to the Corporate General Partner and third-party
creditors.  Partnership operations generated $126,600 of additional cash after
adding back non-cash depreciation and amortization charges.  Changes in
receivables, inventory balances and other assets provided $13,900 of additional
cash in the first nine months of 1996.





                                      -11-
<PAGE>   12

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


LIQUITY AND CAPITAL RESOURCES (CONCLUDED)

         The Partnership used $160,300 more cash in investing activities during
the nine months ended September 30, 1996 than in the comparable nine months of
1995 due to increases of $155,700 in expenditures for tangible assets and
$4,900 in expenditures for intangible assets.  The Partnership received $300 in
proceeds from the sale of certain cable assets during the first nine months of
1996.  Financing activities used $105,800 more cash in the nine months ended
September 30, 1996 than in the prior year period due to an increase of $100,700
in the payment of outstanding debt and an increase of $5,100 in the payment of
deferred loan costs related to the Partnership's note payable.

         Operating income before depreciation and amortization (EBITDA) as a
percentage of revenues increased from 40.7% to 42.5% during the third quarter
of 1996 and increased from 41.3% to 42.1% during the first nine months of 1996,
compared to the corresponding 1995 periods.  The three and nine months'
increases were primarily due to increased revenues and increased capitalization
of labor and overhead costs as described above.  EBITDA increased from $232,500
to $277,000, or by 19.1%, and from $679,400 to $770,600, or by 13.4% for the
three and nine months ended September 30, 1996 compared to the corresponding
periods in 1995.


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>   13
                      ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.


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 for the quarter for which
                 this report is filed.





                                      -13-
<PAGE>   14
                                   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-B, L.P.

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



                                  By:      ENSTAR COMMUNICATIONS CORPORATION
                                           General Partner





Date:    November 12, 1996                 By:  /s/ Michael K. Menerey
                                                -----------------------------
                                                Michael K. Menerey
                                                Chief Financial Officer



                                      -14-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AT SEPTEMBER 30 1996, AND THE STATEMENTS OF OPERATIONS FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         228,900
<SECURITIES>                                         0
<RECEIVABLES>                                  396,800
<ALLOWANCES>                                     3,300
<INVENTORY>                                     56,300
<CURRENT-ASSETS>                                     0
<PP&E>                                       6,088,800
<DEPRECIATION>                               2,348,500
<TOTAL-ASSETS>                               6,852,200
<CURRENT-LIABILITIES>                        1,818,400
<BONDS>                                      1,374,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 6,852,200
<SALES>                                              0
<TOTAL-REVENUES>                             1,831,300
<CGS>                                                0
<TOTAL-COSTS>                                1,735,600
<OTHER-EXPENSES>                               (4,600)
<LOSS-PROVISION>                                49,800
<INTEREST-EXPENSE>                             114,200
<INCOME-PRETAX>                               (13,900)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (13,900)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (13,900)
<EPS-PRIMARY>                                    (.38)
<EPS-DILUTED>                                        0
        

</TABLE>


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