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 September 30, 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 0-18328 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 4, L.P. (Exact name of small business issuer as specified in its charter) New Jersey 76-0251418 (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 4, L.P. BALANCE SHEET - ------------------------------------------------------------------------------- September 30, ASSETS 1997 --------------------- CURRENT ASSETS: Cash $ 7,279 Accounts receivable - oil & gas sales 11,391 --------------------- Total current assets 18,670 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests 1,614,435 Less accumulated depletion 1,558,370 --------------------- Property, net 56,065 --------------------- TOTAL $ 74,735 ===================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Payable to general partner $ 58,803 --------------------- PARTNERS' CAPITAL : Limited partners 5,470 General partner 10,462 --------------------- Total partners' capital 15,932 --------------------- TOTAL $ 74,735 ===================== Number of $500 Limited Partner units outstanding 3,645 See accompanying notes to financial statements. - ------------------------------------------------------------------------------- I-1 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 4, L.P. STATEMENTS OF OPERATIONS - ------------------------------------------------------------------------------- (UNAUDITED) QUARTER ENDED NINE MONTHS ENDED -------------------------- ---------------------------- September 30, September 30, September 30, September 30, 1997 1996 1997 1996 ---------- ----------- ----------- ------------ REVENUES: Oil and gas sales $ 6,764 $ 12,061 $ 31,563 $ 37,446 ---------- ----------- ----------- ------------ EXPENSES: Depletion 2,837 7,843 10,463 21,295 Impairment of property - - - 240,044 Production taxes - 98 23 279 General and administrative 6,834 2,283 11,983 8,565 ---------- ----------- ----------- ------------ Total expenses 9,671 10,224 22,469 270,183 ---------- ----------- ----------- ------------ NET INCOME (LOSS) $ (2,907) $ 1,837 $ 9,094 $ (232,737) ========== =========== =========== ============ See accompanying notes to financial statements. - ------------------------------------------------------------------- I-2 ENEX 88-89 INCOME AND RETIREMENT FUND-SERIES 4, L.P. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) FOR THE 'YEAR ENDED DECEMBER 31, 1996 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 - ------------------------------------------------------------------------------- PER $500 LIMITED PARTNER GENERAL LIMITED UNIT OUT- TOTAL PARTNER PARTNERS STANDING --------------- ---------------- --------------- ----------- BALANCE, JANUARY 1, 1996 $ 225,171 $ 4,724 $ 220,447 $ 61 NET INCOME (LOSS) (218,333) 3,782 (222,115) (61) --------------- ---------------- --------------- ----------- BALANCE, DECEMBER 31, 1996 6,838 8,506 (1,668) 0 NET INCOME 9,094 1,956 7,138 2 --------------- ---------------- --------------- ----------- BALANCE, SEPTEMBER 30, 1997 $ 15,932 $ 10,462 $ 5,470 (1) $ 2 =============== ================ =============== =========== (1) Includes 240 units purchased by the general partner as a limited partner. See accompanying notes to financial statements. - -------------------------------------------------------------------------- I-3 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 4, L.P. STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------- (UNAUDITED) NINE MONTHS ENDED --------------------------------- September 30, September 30, 1997 1996 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 9,094 $ (232,737) ------------- ------------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion 10,463 21,295 Impairment of property - 240,044 (Increase) decrease in: Accounts receivable - oil & gas sales 5,832 (902) (Decrease) in: Accounts payable (2,329) (2,356) Payable to general partner (22,658) (22,440) ------------- ------------- Total adjustments (8,692) 235,641 ------------- ------------- NET INCREASE IN CASH 402 127 CASH AT BEGINNING OF YEAR 6,877 3,031 ------------- ------------- CASH AT END OF PERIOD $ 7,279 $ 234 ============= ============= See accompanying notes to financial statements. - ---------------------------------------------------------------------------- I-4 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 4, 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. Prior to this pronouncement, the Company assessed properties on an aggregate basis. Upon adoption of SFAS 121, the Company began assessing properties on an individual basis, wherein total capitalized costs may not exceed the property's fair market value. The fair market value of each property was determined by H. J. Gruy and Associates, ("Gruy"). To determine the fair market value, Gruy estimated each property's oil and gas reserves, applied certain assumptions regarding price and cost escalations, applied a 10% discount factor for time and certain discount factors for risk, location, type of ownership interest, category of reserves, operational characteristics, and other factors. In the first quarter of 1996, the Company recognized a non-cash impairment provision of $240,044 for certain oil and gas properties due primarily to downward reserve revisions on the Lake Decade acquisition and lower prices in the market for the sale of oil and gas. The Lake Decade acquisition included significant reserves that were considered "proved" but not yet developed. Due to depressed gas prices and the unsuccessful efforts of wells drilled near the acquisition, it was determined by the operator of the acquisition that future drilling could not be justified. The well which was holding the lease, which had undeveloped reserves assigned to it, was recompleted by the operator in 1996 to a zone in which the Company did not own an interest. As a result, the lease expired and the undeveloped reserves associated with the lease had to be written off. This was the cause of both the downward reserve revisions in 1996 and the reserve valuation write downs taken by the Company in the first quarter of 1996. 3. A Special Meeting, whose purpose was to vote on the proposal to sell Partnership's assets and, thereafter, dissolve and liquidate the partnership in accordance with the applicable provisions of the limited partnership agreements, commenced at 2:00 P.M. on October 28, 1997. The proxy votes received prior to the meeting were voted as follows. Enex 88-89 Income & Retirement Fund, Series 4 For Against Liquidation Liquidation Abstain -------------- ------------------- ------------------ 45.21% 4.11% 3.85% I-5 As indicated in the table above, while a large majority of the votes cast by the limited partners of the Partnership were in favor of the proposed liquidation, over 40% of the limited partnership interests failed to vote on the proposal. This resulted in an inability to approve the proposal by a majority of the total outstanding limited partnerships interests. As such, the meeting was adjourned until December 1, 1997, to allow time for a sufficient number of votes to be received to attain a majority-in-interest vote on the liquidation. Subsequent to the Special Meeting, proxy votes were received in favor of the proposed liquidation, which together with the above noted votes, represent a majority-in-interest vote for the liquidation. As such, the Partnership will be dissolved at the Special Meeting on December 1, 1997. The properties owned by the partnership will be sold and any proceeds remaining after payment of all the partnership's debt, will be distributed to the limited partners. Item 2. Management's Discussion and Analysis or Plan of Operation. Third Quarter 1997 Compared to Third Quarter 1996 Oil and gas sales for the third quarter decreased from $12,061 in 1996 to $6,764 in 1997. This represents a decrease of $5,297 (44%). Oil sales decreased by $2,121 or 31%. A 5% decrease in the average net oil sales price decreased sales by $268. A 27% decrease in production decreased sales by an additional $1,853. Gas sales decreased by $3,176 or 62%. A 52% decrease in gas production reduced sales by $2,622. A 22% decrease in the average net gas sales price reduced sales an additional $554. The decreases in oil and gas production were primarily due to natural production declines which were especially pronounced on the Speary acquisition. The decreases in average net oil and gas sales prices were primarily the result of higher expenses incurred on the Company's net profit interests, including higher expenses incurred on the Speary acquisition in the third quarter of 1997. Depletion expense decreased from $7,843 in the third quarter of 1996 to $2,837 in the third quarter of 1997. This represents a decrease of $5,006 (64%). The declines in production, noted above, reduced depletion expense by $3,243. A 38% decrease in the depletion rate reduced depletion expense by an additional $1,763. The decrease in the depletion rate was due to higher production from properties with a relatively lower depletion rate. General and administrative expenses increased from $2,283 in 1996 to $6,834 in 1997. This increase of $4,551 (199%) is primarily due to more staff time being required to manage the Company's operations. I-6 First Nine Months in 1997 Compared to First Nine Months in 1996 Oil and gas sales for the first nine months decreased from $37,446 in 1996 to $31,563 in 1997. This represents a decrease of $5,883 (16%). Oil sales decreased by $1,458 or 7%. A 20% decrease in oil production reduced sales by $4,382. This decrease was partially offset by a 17% increase in the average net oil sales price. Gas sales decreased by $4,425 or 28%. A 21% decrease in gas production reduced sales by $3,263. A 9% decrease in the average net gas sales price reduced sales by an additional $1,162. The decreases in oil and gas production were primarily due to natural production declines. The increase in average net oil sales price was primarily due to lower operating costs being charged Lake Decade net profits acquisition, coupled with higher prices in the overall market for the sale of oil. The decrease in average net gas sales price was primarily the result of higher expenses incurred on the Speary acquisition in the third quarter of 1997. Depletion expense decreased from $21,295 in the first nine months of 1996 to $10,463 in the first nine months of 1997. This represents a decrease of $10,832 (51%). The changes in production, noted above, reduced depletion expense by $4,398. A 38% decrease in the depletion rate reduced depletion expense by an additional $6,434. The decrease in the depletion rate was due to higher production from properties with a relatively lower depletion rate. 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. Prior to this pronouncement, the Company assessed properties on an aggregate basis. Upon adoption of SFAS 121, the Company began assessing properties on an individual basis, wherein total capitalized costs may not exceed the property's fair market value. The fair market value of each property was determined by H. J. Gruy and Associates, ("Gruy"). To determine the fair market value, Gruy estimated each property's oil and gas reserves, applied certain assumptions regarding price and cost escalations, applied a 10% discount factor for time and certain discount factors for risk, location, type of ownership interest, category of reserves, operational characteristics, and other factors. In the first quarter of 1996, the Company recognized a non-cash impairment provision of $240,044 for certain oil and gas properties due primarily to downward reserve revisions on the Lake Decade acquisition and lower prices in the market for the sale of oil and gas. The Lake Decade acquisition included significant reserves that were considered "proved" but not yet developed. Due to depressed gas prices and the unsuccessful efforts of wells drilled near the acquisition, it was determined by the operator of the acquisition that future drilling could not be justified. The well which was holding the lease, which had undeveloped reserves assigned to it, was recompleted by the operator in 1996 to a zone in which the Company did not own an interest. As a result, the lease expired and the undeveloped reserves associated with the lease had to be written off. This was the cause of both the downward reserve revisions in 1996 and the reserve valuation write downs taken by the Company in the first quarter of 1996. General and administrative expenses increased from $8,565 in 1996 to $11,983 in 1997. This increase of $3,418 (40%) is primarily due to more staff time being required to manage the Company's operations. I-7 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. A Special Meeting, whose purpose was to vote on the proposal to sell Partnership's assets and, thereafter, dissolve and liquidate the partnership in accordance with the applicable provisions of the limited partnership agreements, commenced at 2:00 P.M. on October 28, 1997. The proxy votes received prior to the meeting were voted as follows. Enex 88-89 Income & Retirement Fund, Series 4 For Against Liquidation Liquidation Abstain ----------------- ---------------- ------------------ 45.21% 4.11% 3.85% As indicated in the table above, while a large majority of the votes cast by the limited partners of the Partnership were in favor of the proposed liquidation, over 40% of the limited partnership interests failed to vote on the proposal. This resulted in an inability to approve the proposal by a majority of the total outstanding limited partnerships interests. As such, the meeting was adjourned until December 1, 1997, to allow time for a sufficient number of votes to be received to attain a majority-in-interest vote on the liquidation. Subsequent to the Special Meeting, proxy votes were received in favor of the proposed liquidation, which together with the above noted votes, represent a majority-in-interest vote for the liquidation. As such, the Partnership will be dissolved at the Special Meeting on December 1, 1997. The properties owned by the partnership will be sold and any proceeds remaining after payment of all the partnership's debt, will be distributed to the limited partners. I-8 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 September 30, 1997. 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 4, L.P. (Registrant) By: ENEX RESOURCES CORPORATION General Partner By: /s/ James A. Klein ------------------- James A. Klein Secretary, Treasurer and Chief Financial Officer November 11, 1997 By: /s/ Larry W. Morris ----------------- Larry W. Morris Controller and Chief Accounting Officer