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 March 31, 1997 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 - ----------------------------------------------------------------------------- MARCH 31, ASSETS 1997 --------------- (Unaudited) CURRENT ASSETS: Cash $ 13,151 Accounts receivable - oil & gas sales 21,822 Other current assets 1,040 --------------- Total current assets 36,013 --------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests and related equipment & facilities 1,661,595 Less accumulated depreciation and depletion 1,339,802 --------------- Property, net 321,793 --------------- TOTAL $ 357,806 =============== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 11,368 Current portion of payable to general partner 200,977 --------------- Total current liabilities 212,345 --------------- PARTNERS' CAPITAL: Limited partners 79,399 General partner 66,062 --------------- Total partners' capital 145,461 --------------- TOTAL $ 357,806 =============== Number of $500 Limited Partner units outstanding 4,270 See accompanying notes to financial statements. - ----------------------------------------------------------------------------- I-1 ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P. STATEMENTS OF OPERATIONS - ---------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ---------------------------------------- MARCH 31, MARCH 31, 1997 1996 -------------------- ------------------- REVENUES: Oil and gas sales $ 54,788 $ 53,690 -------------------- ------------------- EXPENSES: Depreciation and depletion 12,017 16,717 Lease operating expenses 14,431 17,296 Production taxes 2,603 2,486 General and administrative 5,918 9,241 -------------------- ------------------- Total expenses 34,969 45,740 -------------------- ------------------- NET INCOME $ 19,819 $ 7,950 ==================== =================== See accompanying notes to financial statements. - ---------------------------------------------------------------------------- I-2 ENEX OIL & GAS INCOME PROGRAM III - 2, L.P. STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1996 AND FOR THE THREE MONTHS ENDED MARCH 31, 1997 - ---------------------------------------------------------------------------- PER $500 LIMITED PARTNER GENERAL LIMITED UNIT OUT- TOTAL PARTNER PARTNERS STANDING ------------------ ------------------ ----------------- ----------------- BALANCE, JANUARY 1, 1996 $ 42,034 $ 49,369 $ (7,335) $ (2) NET INCOME 83,608 13,512 70,096 17 ------------------ ------------------ ----------------- ----------------- BALANCE, DECEMBER 31, 1996 125,642 62,881 62,761 15 NET INCOME 19,819 3,181 16,638 4 ------------------ ------------------ ----------------- ----------------- BALANCE, MARCH 31, 1997 $ 145,461 $ 66,062 $ 79,399 (1) $ 19 ================== ================== ================= ================= (1) Includes 920 units purchased by the general partner as a limited partner. See accompanying notes to financial statements. - ----------------------------------------------------------------------------- I-3 ENEX OIL AND GAS INCOME PROGRAM III - SERIES 2, L.P. STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1997 1996 ------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 19,819 $ 7,950 ------------------- ------------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and depletion 12,017 16,717 (Increase) decrease in: Accounts receivable - oil & gas sales 3,460 (9,453) Other current assets (23) 2,223 Increase (decrease) in: Accounts payable 191 (7,153) Payable to general partner (34,542) (2,092) ------------------- ------------------- Total adjustments (18,897) 242 ------------------- ------------------- Net cash provided by operating activities 922 8,192 ------------------- ------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions - development costs (1,869) (4,852) ------------------- ------------------- NET INCREASE (DECREASE) IN CASH (947) 3,340 CASH AT BEGINNING OF YEAR 14,098 2,129 ------------------- ------------------- CASH AT END OF PERIOD $ 13,151 $ 5,469 =================== =================== See accompanying notes to financial statements. - ---------------------------------------------------------------------- I-4 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. On April 7, 1997, the Company's General Partner mailed proxy material to the limited partners with respect to a proposed consolidation of the Company with 33 other managed limited partnerships. The terms and conditions of the proposed consolidation are set forth in such proxy material. I-5 Item 2. Management's Discussion and Analysis or Plan of Operation. First Quarter 1997 Compared to First Quarter 1996 Oil and gas sales for the first quarter increased from $53,690 in 1996 to $54,788 in 1997. This represents an increase of $1,098 or 2%. Oil sales increased $2,429 or 5%. A 4% increase in average oil prices increased sales by $1,860. A 1% increase in oil production increased sales by an additional $569. Gas sales decreased by $1,331 or 15%. A 38% decline in gas production reduced gas sales by $3,349. This decrease was partially offset by a 37% increase in average gas. Oil production was relatively stable as improved production from workovers performed in 1996 were offset by natural production declines. The decrease in gas production was primarily the result of the shut-in of production from the Concord acquisition to perform workovers in the first quarter of 1997. The changes in average prices correspond with changes in the overall market for the sale of oil and gas. Lease operating expenses decreased from $17,296 in the first quarter of 1996 to $14,431 in the first quarter of 1997. The decrease of $2,865 (17%) is primarily due to the changes in production, noted above. Depreciation and depletion expense decreased from $16,717 in the first quarter of 1996 to $12,017 in the first quarter of 1997. This represents a decrease of $4,700 (28%). A 22% decrease in the depletion rate reduced depreciation and depletion expense by $3,309. The changes in production, noted above, decreased depreciation and depletion expense by an additional $1,391. The decrease in the depletion rate was primarily the result of upward revisions of the oil and gas reserves during December 1996. General and administrative expenses decreased from $9,241 in 1996 to $5,918 in 1997. This decrease of $3,323 is primarily due to $1,645 lower direct expenses incurred by the Company in 1997, coupled with less staff time being required to manage the Company's operations in 1997. 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 1996 to 1997 are primarily due to the changes in oil and gas sales described above. The Company discontinued the payment of distributions in January, 1994. Future distributions are dependent upon, among other things, an increase in prices received for oil and gas. The Company will continue to recover its reserves and reduce its obligations on 1997. 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. On April 7, 1997, the Company's General Partner mailed proxy material to the limited partners with respect to a proposed consolidation of the Company with 33 other managed limited partnerships. The terms and conditions of the proposed consolidation are set forth in such proxy material. As of March 31, 1997, the Company had no material commitments for capital expenditures. The Company does not intend to engage in any significant developmental drilling activity. I-6 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 March 31, 1997. II-1 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 hereunto duly authorized. ENEX OIL & GAS INCOME PROGRAM III - 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 May 11, 1997 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer