United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 0-17557 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P. (Exact name of registrant as specified in its Charter) New Jersey 76-0251410 (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) (Zip Code) Registrant's telephone number, including area code: (713) 358-8401 Indicate by check mark 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 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P. BALANCE SHEET - ------------------------------------------------------------------------------- MARCH 31, ASSETS 1995 --------------------- (Unaudited) CURRENT ASSETS: Cash $ 383 Accounts receivable - oil & gas sales 23,723 --------------------- Total current assets 24,106 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests 1,578,968 Less accumulated depletion 1,527,551 --------------------- Property, net 51,417 --------------------- TOTAL $ 75,523 ===================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 257 Payable to general partner 20,944 --------------------- Total current liabilities 21,201 --------------------- NONCURRENT PAYABLE TO GENERAL PARTNER 83,779 --------------------- PARTNERS' CAPITAL (DEFICIT): Limited partners (33,177) General partner 3,720 --------------------- Total partners' capital (deficit) (29,457) --------------------- TOTAL $ 75,523 ===================== See accompanying notes to financial statements. - ------------------------------------------------------------------------------- I-1 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P. STATEMENTS OF OPERATIONS - ---------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1996 1995 ------------------- ------------------- REVENUES: Oil and gas sales $ 15,171 $ 16,696 ------------------- ------------------- EXPENSES: Depletion 10,219 16,039 Impairment of property 333,294 - Production taxes 1,174 702 General and administrative 5,200 4,195 ------------------- ------------------- Total expenses 349,887 20,936 ------------------- ------------------- NET LOSS $ (334,716) $ (4,240) =================== =================== See accompanying notes to financial statements. - ---------------------------------------------------------------------- I-2 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P. STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ----------------------------- MARCH 31, MARCH 31, 1995 1995 ------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (334,716) $ (4,240) ------------- ------------ Adjustments to reconcile net loss to net cash provided by operating activities: Depletion 10,219 16,039 Impairment of property 333,294 - (Increase) decrease in: Accounts receivable - oil & gas sales (9,734) 4,853 Increase (decrease) in: Accounts payable (2,245) (3,050) Payable to general partner 3,092 (4,959) ------------- ------------ Total adjustments 334,626 12,883 ------------- ------------ Net cash provided (used) by operating activities (90) 8,643 ------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions - (7,600) ------------- ------------ NET INCREASE (DECREASE) IN CASH (90) 1,043 CASH AT BEGINNING OF YEAR 473 4,171 ------------- ------------ CASH AT END OF PERIOD $ 383 $ 5,214 ============= ============ See accompanying notes to financial statements. - ------------------------------------------------------------------------------- I-3 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, 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. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which requires certain assets to be reviewed for impairment whenever events or circumstances indicate the carrying amount may not be recoverable. In the first quarter of 1996, the Company recognized a non-cash impairment provision of $333,294 for certain oil and gas properties due to market conditions and reserve revisions on the Lake Decade acquisition, which indicated that the carrying amounts were not fully recoverable. I-4 Item 2Management's Discussion and Analysis or Plan of Operation. First Quarter 1996 Compared to First Quarter 1995 Oil and gas sales for the first quarter decreased from $16,696 in 1995 to $15,171 in 1996. This represents a decrease of $1,525 (9%). Oil sales increased by $442 or 9%. A 14% increase in average net oil prices increased sales by $672. This increase was partially offset by a 5% decrease in oil production. Gas sales decreased by $1,967 or 17%. A 39% decrease in average net gas prices reduced sales by $6,259. This decrease was partially offset by a 36% increase in gas production. The decrease in oil production was primarily the result of natural production declines. The increase in gas production was primarily the result of a successful workover on the Barnes Estate #2C in the first quarter of 1996. The increase in the average oil net sales price was primarily due to higher prices in the overall market for the sale of oil. The decrease in the average net gas sales price was primarily due to workover expenses incurred on the Barnes Estate acquisition, on which the Company receives a net profits royalty, partially offset by higher prices in the overall market for the sale of gas. Depletion expense decreased from $16,039 in the first quarter of 1995 to $10,219 in the first quarter of 1996. This represents a decrease of $5,820 (36%). A 48% decrease in the depletion rate reduced depletion expense by $9,393. This decrease was partially offset by the changes in production, noted above. The decrease in the depletion rate was primarily due to the lower property basis resulting from the recognition of a $333,294 property impairment. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to be Disposed Of," which requires certain assets to be reviewed for impairment whenever events or circumstances indicate the carrying amount may not be recoverable. In the first quarter of 1996, the Company recognized a non-cash impairment provision of $333,294 for certain oil and gas properties due to market conditions and reserve revisions on the Lake Decade acquisition, which indicated that the carrying amounts were not fully recoverable. General and administrative expenses increased from $4,195 in the first quarter of 1995 to $5,200 in the first quarter of 1996. This increase of $1,005 (24%) is primarily due to a $1,812 increase in direct expenses incurred by the Company in 1996, partially offset by 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. I-5 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 payment of its debt obligations. Distribution amounts are subject to change if net revenues are greater or less than expected. The general partner does not intend to accelerate the repayment of the debt beyond the cash flow provided by operating activities. 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. II-1 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, 1996. 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 88-89 INCOME AND RETIREMENT FUND - SERIES 1, 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, 1996 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer