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, 1996 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 0-16551 ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P. (Exact name of small business issuer as specified in its charter) New Jersey 76-0179823 (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 Transitional Small Business Disclosure Format (Check one): Yes No x PART I. FINANCIAL INFORMATION Item 1. Financial Statements ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P. BALANCE SHEET - ------------------------------------------------------------------------------- JUNE 30, ASSETS 1996 --------------------- (Unaudited) CURRENT ASSETS: Cash $ 21,311 Accounts receivable - oil & gas sales 34,021 Other current assets 2,562 --------------------- Total current assets 57,894 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests and related equipment & facilities 2,631,948 Less accumulated depreciation and depletion 2,109,000 --------------------- Property, net 522,948 --------------------- TOTAL $ 580,842 ===================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 13,688 Payable to general partner 31,553 --------------------- Total current liabilities 45,241 --------------------- NONCURRENT PAYABLE TO GENERAL PARTNER 94,659 --------------------- PARTNERS' CAPITAL: Limited partners 404,778 General partner 36,164 --------------------- Total partners' capital 440,942 --------------------- TOTAL $ 580,842 ===================== See accompanying notes to financial statements. - ---------------------------------------------------------------------------- I-1 ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P. STATEMENTS OF OPERATIONS - --------------------------------------------------------------------------------------------------------------- (UNAUDITED) QUARTER ENDED SIX MONTHS ENDED -------------------------------- ----------------------------------- JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1996 1995 1996 1995 --------------- ------------- -------------- --------------- REVENUES: Oil and gas sales $ 79,827 $ 70,985 $ 169,739 $ 145,917 --------------- ------------- -------------- --------------- EXPENSES: Depreciation and depletion 21,029 30,244 46,529 63,686 Lease operating expenses 12,905 10,430 31,325 35,965 Production taxes 4,765 4,248 9,585 9,110 General and administrative 7,888 8,501 18,394 19,999 --------------- ------------- -------------- --------------- Total expenses 46,587 53,423 105,833 128,760 --------------- ------------- -------------- --------------- NET INCOME $ 33,240 $ 17,562 $ 63,906 $ 17,157 =============== ============= ============== =============== See accompanying notes to financial statements. - ------------------------------------------------------------------------------ I-2 ENEX OIL AND GAS INCOME PROGRAM III - SERIES 3, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED --------------------------- JUNE 30, JUNE 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: -------- --------- Net income $ 63,906 $ 17,157 -------------- ------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and depletion 46,529 63,686 (Increase) decrease in: Accounts receivable - oil & gas sales (10,870) (2,156) Other current assets 3,387 245 Increase (decrease) in: Accounts payable (11,021) 4,022 Payable to general partner (27,884) (26,683) ------------- ----------- Total adjustments 141 39,114 ------------ ---------- Net cash provided by operating activities 64,047 56,271 ------------ --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions - development costs (10,240) (21,369) ------------ -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions (46,002) (25,232) ----------- -------- NET INCREASE IN CASH 7,805 9,670 CASH AT BEGINNING OF YEAR 13,506 2,812 ---------- ------- CASH AT END OF PERIOD $ 21,311 $ 12,482 =============== ========== See accompanying notes to financial statements. - ----------------------------------------------------------- I-3 ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, 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. A cash distribution was made to the limited partners of the Company in the amount of $20,393, representing net revenues from the sale of oil and gas produced from properties owned by the Company. This distribution was made on April 30, 1996. 3.) On August 9, 1996, the Company's General Partner submitted preliminary proxy material to the Securities Exchange Commission 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 preliminary proxy material. I-4 Item 2. Management's Discussion and Analysis or Plan of Operation. Second Quarter 1996 Compared to Second Quarter 1995 Oil and gas sales for the second quarter increased to $79,827 in 1996 from $70,985 in 1995. This represents an increase of $8,842 (12%). Oil sales increased by $2,311 (4%). A 24% increase in the average oil sales price increased $12,989. This increase was partially offset by a 16% decrease in oil production. Gas sales increased by $6,531 (105%). An 80% increase in average gas sales prices increased sales by $5,673. A 14% increase in gas production increased sales by an additional $858. The increases in the average sales prices correspond with changes in the overall market for the sale of oil and gas. The decrease in oil production was primarily due to natural production declines. The increase in gas production was primarily the result of the enhanced production improvements on the Concord acquisition. Lease operating expenses incurred during the second quarter increased to $12,905 in 1996 from $10,430 in 1995. The increase of $2,475 (58%) is primarily due to the increases in production, noted above, and enhanced recovery costs incurred on the Concord acquisition in the second quarter of 1996. Depreciation and depletion expense decreased to $21,029 in the second quarter of 1996 from $30,244 in the second quarter of 1995. This represents a decrease of $9,215 (30%). A 22% decrease in the depletion rate reduced depreciation and depletion expense by $5,873. The changes in production, noted above, reduced depreciation and depletion expense by an additional $3,342. The decrease in the depletion rate is primarily the result of an upward revision of the oil and gas reserves during December 1995. General and administrative expenses incurred during the second quarter decreased to $7,888 in 1996 from $8,501 in 1995. This decrease of $613 (7%) is primarily due to less staff time being required to manage the Company's operations. First Six Months in 1996 Compared to First Six Months in 1995 Oil and gas sales for the first six months increased to $169,739 in 1996 from $145,917 in 1995. This represents an increase of $23,822 (16%). Oil sales increased by $12,745 (10%). A 29% increase in the average oil sales price increased $31,916. This increase was partially offset by a 15% decrease in oil production. Gas sales increased by $11,077 (75%). A 41% increase in average gas sales prices increased sales by $7,571. A 24% increase in gas production increased sales by an additional $3,506. The increases in the average sales prices correspond with changes in the overall market for the sale of oil and gas. The decrease in oil production was primarily due to natural production declines. The increase in gas production was primarily the result of the enhanced production improvements on the Concord acquisition. Lease operating expenses incurred during the first six months decreased to $31,325 in 1996 from $35,965 in 1995. The decrease of $4,640 (13%) is primarily due to the changes in production, noted above. I-5 Depreciation and depletion expense decreased to $46,529 in the first six months of 1996 from $63,686 in the first six months of 1995. This represents a decrease of $17,157 (27%). A 20% decrease in the depletion rate reduced depreciation and depletion expense by $11,807. The changes in production, noted above, reduced depreciation and depletion expense by an additional $5,350. The decrease in the depletion rate is primarily the result of an upward revision of the oil and gas reserves during December 1995. General and administrative expenses incurred during the first six months decreased to $18,394 in 1996 from $19,999 in 1995. This decrease of $1,605 (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 from operations is a direct result of the amount of net proceeds realized from the sale of oil and gas production. Accordingly, the changes in cash flow from 1995 to 1996 are primarily due to the changes in oil and gas sales described above. It is the general partner's intention to distribute substantially all of the Company's available cash flow to the Company's partners. The Company will continue to recover its reserves and distribute to the limited partners the net proceeds realized from the sale of oil and gas production. Distribution amounts are subject to change if net revenues are greater or less than expected. Nonetheless, the general partner believes the Company will continue to have sufficient cash flow to fund operations and to maintain a regular pattern of distributions. On August 9, 1996, the Company's General Partner submitted preliminary proxy material to the Securities Exchange Commission 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 preliminary proxy material. As of June 30, 1996, 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 June 30, 1996. II-1 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 3, 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 13, 1996 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer