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 0-17557 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P. (Exact name of small business issuer 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) Issuer's telephone number: (713) 358-8401 Check whether the issuer (1) has 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 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P. BALANCE SHEET - ---------------------------------------------------------------------------- JUNE 30, ASSETS 1996 --------------------- (Unaudited) CURRENT ASSETS: Cash $ 2,214 Accounts receivable - oil & gas sales 29,348 --------------------- Total current assets 31,562 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests 1,578,968 Less accumulated depletion 1,534,386 --------------------- Property, net 44,582 --------------------- TOTAL $ 76,144 ===================== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 144 Payable to general partner 21,352 --------------------- Total current liabilities 21,496 --------------------- NONCURRENT PAYABLE TO GENERAL PARTNER 85,409 --------------------- PARTNERS' CAPITAL (DEFICIT): Limited partners (35,035) General partner 4,274 --------------------- Net partners' capital (deficit) (30,761) --------------------- TOTAL $ 76,144 ===================== See accompanying notes to financial statements. - ---------------------------------------------------------------------------- I-1 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, 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 $ 11,107 $ 3,569 $ 26,278 $ 20,265 --------------- ----------------- ----------------- ----------------- EXPENSES: Depletion 6,835 3,353 17,054 19,392 Impairment of property - - 333,294 - Production taxes 1,582 272 2,756 974 General and administrative 3,994 3,782 9,194 7,977 --------------- ----------------- ----------------- ----------------- Total expenses 12,411 7,407 362,298 28,343 --------------- ----------------- ----------------- ----------------- NET (LOSS) $ (1,304) $ (3,838) $ (336,020) $ (8,078) =============== ================= ================= ================= See accompanying notes to financial statements. - ------------------------------------------------------------------------- I-2 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 1, L.P. STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------------------------ (UNAUDITED) SIX MONTHS ENDED -------------------------------------------- JUNE 30, JUNE 30, 1996 1995 ------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ (336,020) $ (8,078) ------------------- ------------------- Adjustments to reconcile net (loss) to net cash provided by operating activities: Depletion 17,054 19,392 Impairment of property 333,294 - (Increase) decrease in: Accounts receivable - oil & gas sales (15,359) 8,414 Increase (decrease) in: Accounts payable (2,358) (3,050) Payable to general partner 5,130 (13,183) ------------------- ------------------- Total adjustments 337,761 11,573 ------------------- ------------------- Net cash provided by operating activities 1,741 3,495 ------------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions - (7,600) ------------------- ------------------- NET INCREASE (DECREASE) IN CASH 1,741 (4,105) CASH AT BEGINNING OF YEAR 473 4,171 ------------------- ------------------- CASH AT END OF PERIOD $ 2,214 $ 66 =================== =================== 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. I-4 Item 2. Management's Discussion and Analysis or Plan of Operation. Second Quarter 1995 Compared to Second Quarter 1996 Oil and gas sales for the second quarter increased to $11,107 in 1996 from $3,569 in 1995. This represents an increase of $7,538 (211%). Oil sales decreased by $212 or 15%. A 10% decrease in average net oil prices reduced sales by $127. A 6% decrease in oil production reduced sales by an additional $85. Gas sales increased by $7,750 or 359%. An 81% increase in gas production increased sales by $1,747. A 154% increase in the average gas net sales price further increased sales by $6,003. The decrease in oil production was primarily due to natural production declines. The increase in gas production was primarily due to higher production from the Corinne acquisition which had been shut-in for over-production in the second quarter of 1995. The decrease in the average net oil sales price was primarily due to higher operating costs charged against the Company's net profits royalty properties, especially at the Bagley acquisition, which had a workover in the second quarter of 1996, partially offset by higher prices in the overall market for the sale of oil. The increase in the average net gas sales price was primarily due to relatively higher production from the Corinne acquisition which has a higher gas sales price, coupled with higher prices in the overall market for the sale of gas. Depletion expense increased to $6,835 in the second quarter of 1996 from $3,353 in the second quarter of 1995. This represents an increase of $3,482 (104%). The changes in production, noted above, increased depletion expense by $1,886. A 30% increase in the depletion rate increased depletion expense by an additional $1,596. This rate increase was primarily the result of a relatively higher production from properties with a higher depletion rate coupled with a downward revision of the gas reserves during December 1995, partially offset by the lower property basis resulting from the recognition of a $333,294 property impairment. General and administrative expenses increased to $3,994 in 1996 from $3,782 in 1995. This increase of $212 (6%) is primarily due to more staff time being required to manage the Company's operations. First Six Months in 1995 Compared to First Six Months in 1996 Oil and gas sales for the first six months increased to $26,278 in 1996 from $20,265 in 1995. This represents an increase of $6,013 (30%). Oil sales increased by $230 or 4%. A 9% increase in the average net oil sales price increased sales by $521. This increase was partially offset by a 5% decrease in oil production. Gas sales increased by $5,783 or 41%. A 55% increase in gas production increased sales by $7,632. This increase was partially offset by a 9% decrease in the average gas sales price. The decrease in oil production was primarily due to natural production declines. The increase in gas production was primarily due to higher production from the Corinne acquisition which had been shut-in for over-production in the second quarter of 1995. The increase in the average net oil sales corresponds with higher prices in the overall market for I-5 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 to $17,054 in the first six months of 1996 from $19,392 in the first six months of 1995. This represents a decrease of $2,338 (12%). A 35% decrease in the depletion rate reduced depletion expense by $9,210. 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 in the first quarter of 1996. 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 to $9,194 in 1996 from $7,977 in 1995. This increase of $1,217 (15%) is primarily due to more 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 discontinued the payment of distributions during 1995. 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 distribute to the limited partners the net proceeds realized form the sale of oil and gas production. Distribution amounts are subject to change if net revenues are greater or less than expected. Future periodic distributions will be made once sufficient net revenues are accumulated. 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 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 August 13, 1996 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer