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 0-16551 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 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P. BALANCE SHEET - --------------------------------------------------------------------------- MARCH 31, ASSETS 1997 -------------- (Unaudited) CURRENT ASSETS: Cash $ 34,382 Accounts receivable - oil & gas sales 34,333 Other current assets 1,566 -------------- Total current assets 70,281 -------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests and related equipment & facilities 2,649,994 Less accumulated depreciation and depletion 2,159,326 -------------- Property, net 490,668 -------------- TOTAL $ 560,949 ============== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 21,454 Payable to general partner 79,456 -------------- Total current liabilities 100,910 -------------- PARTNERS' CAPITAL: Limited partners 416,929 General partner 43,110 -------------- Total partners' capital 460,039 -------------- TOTAL $ 560,949 ============== Number of $500 Limited Partner units outstanding 6,410 See accompanying notes to financial statements. - --------------------------------------------------------------------------- I-1 ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P. STATEMENTS OF OPERATIONS - ----------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------ MARCH 31, MARCH 31, 1997 1996 ------------ ------------- REVENUES: Oil and gas sales $ 87,358 $ 89,912 ------------ ------------- EXPENSES: Depreciation and depletion 18,324 25,500 Lease operating expenses 26,262 18,420 Production taxes 4,595 4,820 General and administrative 6,726 10,506 ------------ ------------- Total expenses 55,907 59,246 ------------ ------------- NET INCOME $ 31,451 $ 30,666 ============ ============= See accompanying notes to financial statements. - ------------------------------------------------------------------------ I-2 ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, 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 $ 423,038 $ 32,156 $ 390,882 $ 61 CASH DISTRIBUTIONS (111,533) (13,586) (97,947) (15) NET INCOME 148,687 22,722 125,965 19 ------------------ ------------------ ------------------ ------------------ BALANCE, DECEMBER 31, 1996 460,192 41,292 418,900 65 CASH DISTRIBUTIONS (31,604) (3,159) (28,445) (4) NET INCOME 31,451 4,977 26,474 4 ------------------ ------------------ ------------------ ------------------ BALANCE, MARCH 31, 1997 $ 460,039 $ 43,110 $ 416,929 (1)$ 65 ================== ================== ================== ================== (1) Includes 1,315 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 3, L.P. STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------ (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1997 1996 ------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 31,451 $ 30,666 ------------------- ------------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and depletion 18,324 25,500 (Increase) decrease in: Accounts receivable - oil & gas sales 6,563 (13,798) Other current assets (35) 3,352 Increase (decrease) in: Accounts payable 2,901 (10,588) Payable to general partner (15,918) (7,744) ------------------- ------------------- Total adjustments 11,835 (3,278) ------------------- ------------------- Net cash provided by operating activities 43,286 27,388 ------------------- ------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions - development costs (2,821) (7,398) ------------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions (31,604) (16,213) ------------------- ------------------- NET INCREASE IN CASH 8,861 3,777 CASH AT BEGINNING OF YEAR 25,521 13,506 ------------------- ------------------- CASH AT END OF PERIOD $ 34,382 $ 17,283 =================== =================== See accompanying notes to financial statements. - ----------------------------------------------------------------------------- I-4 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 $28,445, representing net revenues from the sale of oil and gas produced from properties owned by the Company. This distribution was made on January 31, 1997. 3. 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 decreased from $89,912 in 1996 to $87,358 in 1997. This represents a decrease of $2,554 (3%). Oil sales decreased $548 or 1%. A 14% decline in oil production reduced sales by $10,454. This decrease was partially offset by a 15% increase in the average oil sales price. Gas sales decreased by $2,006 or 15%. A 38% decline in gas production reduced sales by $5,053. This decrease was partially offset by a 37% increase in the average gas sales price. The decrease in oil production was primarily the result of 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 increased from $18,420 in the first quarter of 1996 to $26,262 in the first quarter of 1997. The increase of $7,842 (43%) is primarily due to workover costs incurred on the Concord acquisition in 1997. Depreciation and depletion expense decreased from $25,500 in the first quarter of 1996 to $18,324 in the first quarter of 1997. This represents a decrease of $7,176 (28%). An 11% decrease in the depletion rate reduced depreciation and depletion expense by $2,368. The changes in production, noted above, reduced depreciation and depletion expense by an additional $4,808. 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 $10,506 in 1996 to $6,726 in 1997. This decrease of $3,780 (36%) is primarily due to less staff time being required to manage the Company's operations. 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. 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 1996 to 1997 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's "available cash flow" is essentially equal to the net amount of cash provided by operating provided by operating, financing and investing activities. I-6 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 after the payment of its debt obligations. 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. 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-7 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 - 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 May 11, 1997 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer