United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from...............to............... Commission file number 0-15434 ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P. (Exact name of small business issuer as specified in its charter) New Jersey 76-0179824 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Suite 200, Three Kingwood Place Kingwood, Texas 77339 (Address of principal executive offices) Issuer's telephone number: (713) 358-8401 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P. BALANCE SHEET JUNE 30, ASSETS 1995 (Unaudited) CURRENT ASSETS: Cash $ 790 Accounts receivable - oil & gas sales 14,065 Other current assets 5,115 Total current assets 19,970 OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests and related equipment & facilities 1,636,160 Less accumulated depreciation and depletion 1,260,462 Property, net 375,698 TOTAL $ 395,668 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 8,628 Current portion of payable to general partner 27,589 Total current liabilities 36,217 NONCURRENT PAYABLE TO GENERAL PARTNER 329,299 PARTNERS' CAPITAL (DEFICIT): Limited partners (16,449) General partner 46,601 Total partners' capital 30,152 TOTAL $ 395,668 See accompanying notes to financial statements. I-1 ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P. STATEMENTS OF OPERATIONS (UNAUDITED) QUARTER ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1995 1994 1995 1994 REVENUES: Oil and gas sales $ 43,694 $ 40,337 $ 89,546 $ 78,702 EXPENSES: Depreciation and depletion 20,133 22,751 42,402 47,749 Lease operating expenses 8,775 21,353 24,162 68,790 Production taxes 1,905 1,907 4,071 3,724 General and administrative 4,645 5,010 10,698 11,647 Total expenses 35,458 51,021 81,333 131,910 INCOME (LOSS) FROM OPERATIONS 8,236 (10,684) 8,213 (53,208) OTHER EXPENSE: Interest expense (541) (2,186) (989) (3,281) NET INCOME (LOSS) $ 7,695 $ (12,870) $ 7,224 $ (56,489) See accompanying notes to financial statements. I-2 ENEX OIL AND GAS INCOME PROGRAM III - SERIES 2, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, JUNE 30, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 7,224 $ (56,489) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and depletion 42,402 47,749 (Increase) decrease in: Accounts receivable - oil & gas sales (1,822) (1,311) Other current assets 163 (222) Increase (decrease) in: Accounts payable (2,048) (39,914) Payable to general partner (19,910) 14,619 Total adjustments 18,785 20,921 Net cash provided (used) by operating activitie 26,009 (35,568) CASH FLOWS FROM INVESTING ACTIVITIES: Property (additions) credits - development (14,223) 19,612 CASH FLOWS FROM FINANCING ACTIVITIES: (Increase) decrease in note payable to gener (11,490) 17,109 NET INCREASE IN CASH 296 1,153 CASH AT BEGINNING OF YEAR 494 1,498 CASH AT END OF PERIOD $ 790 $ 2,651 Cash paid during period for interest $ 989 $ 1,095 See accompanying notes to financial statements. I-3 ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P. NOTES TO UNAUDITED FINANCIAL STATEMENTS 1.The interim financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods. 2.In the fourth quarter of 1993, the Company borrowed $101,092 from the general partner, the proceeds of which were used to pay off a note to a bank. The resultant note payable to the general partner bore interest at a rate of prime plus three fourths of one percent or 9.75% and 7.54% during the second quarter of 1995 and 1994, respectively. Weighted average princi- pal outstanding was $116,015 during the second quarter of 1994. Principal payments of $7,925 completely repaid the note in the second quarter of 1995. Item 2. Management's Discussion and Analysis or Plan of Operation. Second Quarter 1995 Compared to Second Quarter 1994 Oil and gas sales for the second quarter increased from $40,337 in 1994 to $43,694 in 1995. This represents an increase of $3,357 (8%). Oil sales increased by $3,591 (10%). A 16% increase in average oil sales price increased sales by $5,417. This increase was partially offset by a 5% decrease in oil production. Gas sales decreased by $234 (5%). A 20% decrease in average gas sales prices reduced sales by $1,035. This decrease was partially offset by an 18% increase in gas production. The increase in gas production was primarily the result of the completion of a waterflood project on the Schafter Lake field and the acquisition of additional interest in the Concord acquisition in the fourth quarter of 1994. The slight decrease in oil production was a result of the sale of the Florida acquisition, partially offset by the purchase of additional interest in the Concord acquisition. The changes in average sales prices correspond with changes in the overall market for the sale of oil and gas. Lease operating expenses decreased from $21,353 in 1994 to $8,775 in 1995. The decrease of $12,578 (59%) is primarily due to operating and workover expenses incurred in 1994 on the Florida acquisition which was sold in the fourth quarter of 1994. Depreciation and depletion expense decreased from $22,751 in the second quarter of 1994 to $20,133 in the second quarter of 1995. This represents a decrease of $2,618 (12%). The changes in production, noted above, reduced depreciation and depletion expense by $257. A 10% decrease in the depletion rate reduced depreciation and depletion expense by an additional $2,361. The rate decrease is primarily due to the sale of the Florida acquisition, which had a relatively higher depletion rate, partially offset by downward revisions of the oil and gas reserves at December 31, 1994. General and administrative expenses decreased from $5,010 in 1994 to $4,645 in 1995. This decrease of $365 (7%) is primarily due to less staff time being required to manage the Company's operations. First Six Months in 1995 Compared to First Six Months in 1994 Oil and gas sales for the first six months increased from $78,702 in 1994 to $89,546 in 1995. This represents an increase of $10,844 (14%). Oil sales increased by $11,615 (17%). A 19% increase in average oil sales price increased sales by $12,880. This increase was partially offset by a 2% decrease in oil production. Gas sales decreased by $771 (7%). A 23% decrease in average gas sales prices reduced sales by $2,898. This decrease was partially offset by a 20% increase in gas production. The increase in gas production was primarily the result of the completion of a waterflood project on the Schafter Lake field and the acquisition of additional interest in the Concord acquisition in the fourth quarter of 1994. The slight decrease in oil production was a result of the sale of the Florida acquisition, partially offset by the purchase of additional interest in the Concord acquisition. The changes in average sales prices correspond with changes in the overall market for the sale of oil and gas. Lease operating expenses decreased from $68,790 in 1994 to $24,162 in 1995. The decrease of $44,628 (65%) is primarily due to operating and workover expenses incurred in 1994 on the Florida acquisition, which was sold in the fourth quarter of 1994. Depreciation and depletion expense decreased from $47,749 in the first six months of 1994 to $42,402 in the first six months of 1995. This represents a decrease of $5,347 (11%). A 12% decrease in the depletion rate reduced depreciation and depletion expense by $6,061. This decrease was partially offset by the changes in production, noted above. The rate decrease is primarily due to the sale of the Florida acquisition, which had a relatively higher depletion rate, partially offset by downward revisions of the oil and gas reserves at December 31, 1994. General and administrative expenses decreased from $11,647 in 1994 to $10,698 in 1995. This decrease of $949 (8%) is primarily due to less staff time being required to manage the Company's operations. CAPITAL RESOURCES AND LIQUIDITY The Company's cash flow is a direct result of the amount of net proceeds realized from the sale of oil and gas production and the issuance of additional debt. Accordingly, the changes in cash flow from 1994 to 1995 are primarily due to the changes in oil and gas sales described above and the repayment of $11,490 on a note to the general partner in 1995 as compared to proceeds of $14,923 from a loan from the general partner in 1994. It is the general partner's intention to distribute substantially all of the Company's remaining available cash flow to the Company's partners. The Company discontinued the payment of distributions in the first quarter of 1994. Future distributions are dependent upon among other things, an increase in the prices received for oil and gas. The Company will continue to recover its reserves and reduce its obligations in 1995. Based upon current projected cash flows from its property, it does not appear that the Company will have sufficient cash to pay its operating expenses, repay its debt obligations and pay distributions. As of June 30, 1995, the Company had no material commitments for capital expenditures. The Company does not intend to engage in any significant developmental drilling activity. PART II. OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. Not Applicable Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable Item 5. Other Information. Not Applicable Item 6. Exhibits and Reports on Form 8-K. (a) There are no exhibits to this report. (b) The Company filed no reports on Form 8-K during the quarter ended June 30, 1995. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P. (Registrant) By:ENEX RESOURCES CORPORATION General Partner By: /s/ R. E. Densford R. E. Densford Vice President, Secretary Treasurer and Chief Financial Officer August 11, 1995 By: /s/ James A. Klein James A. Klein Controller and Chief Accounting Officer SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P. (Registrant) By:ENEX RESOURCES CORPORATION General Partner By: R. E. Densford Vice President, Secretary Treasurer and Chief Financial Officer August 11, 1995 By: James A. Klein Controller and Chief Accounting Officer