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, 1997 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 0-18330 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P. (Exact name of registrant as specified in its Charter) New Jersey 76-0259722 (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 5, L.P. BALANCE SHEET - ----------------------------------------------------------------------------- MARCH 31, ASSETS 1997 --------------------- (Unaudited) CURRENT ASSETS: Cash $ 8,643 Accounts receivable - oil & gas sales 22,577 --------------------- Total current assets 31,220 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests 1,011,033 Less accumulated depletion 958,602 --------------------- Property, net 52,431 --------------------- TOTAL $ 83,651 ===================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 1,101 Payable to general partner 27,746 --------------------- Total current liabilities 28,847 PARTNERS' CAPITAL: Limited partners 45,084 General partner 9,720 --------------------- Total partners' capital 54,804 --------------------- TOTAL $ 83,651 ===================== Number of $500 Limited Partner units outstanding 2,300 See accompanying notes to financial statements. - ----------------------------------------------------------------------------- I-1 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, L.P. STATEMENTS OF OPERATIONS - --------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1997 1996 ------------------- ------------------- REVENUES: Oil and gas sales $ 16,711 $ 11,016 ------------------- ------------------- EXPENSES: Depletion 2,037 3,003 Production taxes 365 335 General and administrative 2,600 3,432 ------------------- ------------------- Total expenses 5,002 6,770 ------------------- ------------------- NET INCOME $ 11,709 $ 4,246 =================== =================== See accompanying notes to financial statements. - ------------------------------------------------------------------------------ I-2 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, 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 $ 19,458 $ 5,058 $ 14,400 $ 6 CASH DISTRIBUTIONS (11,407) (1,142) (10,265) (4) NET INCOME 38,366 4,761 33,605 15 ------------------ ------------------ ----------------- ----------------- BALANCE, DECEMBER 31, 1996 46,417 8,677 37,740 17 CASH DISTRIBUTIONS (3,322) (332) (2,990) (1) NET INCOME 11,709 1,375 10,334 4 ------------------ ------------------ ----------------- ----------------- BALANCE, MARCH 31, 1997 $ 54,804 $ 9,720 $ 45,084 (1) $ 20 ================== ================== ================= ================= (1) Includes 132 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 5, L.P. STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1997 1996 ------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 11,709 $ 4,246 ------------------- ------------------- Adjustments to reconcile net income to net cash provided by operating activities: Depletion 2,037 3,003 (Increase) decrease in: Accounts receivable - oil & gas sales (3,289) 140 (Decrease) in: Accounts payable (1,105) (1,844) Payable to general partner (6,466) (4,980) ------------------- ------------------- Total adjustments (8,823) (3,681) ------------------- ------------------- Net cash provided by operating activities 2,886 565 ------------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions (3,322) - ------------------- ------------------- NET INCREASE (DECREASE) IN CASH (436) 565 CASH AT BEGINNING OF YEAR 9,079 1,590 ------------------- ------------------- CASH AT END OF PERIOD $ 8,643 $ 2,155 =================== =================== See accompanying notes to financial statements. - -------------------------------------------------------------------------- I-4 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 5, 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 $2,990, 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 increased from $11,016 in 1996 to $16,711 in 1997. This represents an increase of $5,695 (52%). Oil sales increased by $3,275 or 55%. A 45% increase in average oil net sales price increased sales by $2,893. A 6% increase in oil production increased sales by an additional $382. Gas sales increased $2,420 or 48%. A 24% increase in average gas net sales price increased sales by $1,419. A 20% increase in gas production increased sales by an additional $1,001. The increases in average net sales prices were primarily a result of higher prices in the overall market for the sale of oil and gas. The increases in oil and gas production were primarily the result of higher production from the El Mac acquisition which had an acidization treatment. Depletion expense decreased from $3,003 in the first quarter of 1996 to $2,037 in the first quarter of 1997. This represents a decrease of $966 (32%). A 41% decrease in the depletion rate reduced depletion expense by $1,410. This decrease was partially offset by the changes in production, noted above. The decrease in the depletion rate was primarily due to upward revisions of the oil and gas reserves during December 1996. General and administrative expenses decreased from $3,432 in the first quarter of 1996 to $2,600 in the first quarter of 1997. This decrease of $832 (24%) 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's "available cash flow" is essentially equal to the net amount of cash provided by operating, financing and investing activities. The Company will continue to recover its reserves and distribute to the partners the net proceeds realized from the sale of oil and gas production after payment of debt obligations. The Company discontinued the payment of distributions in the second quarter of 1995. Future distributions are dependent upon among other things, an increase in the prices received for oil and gas. The Company will continue to recover its reserves and reduce its obligations in 1997. There appears to be sufficient net revenues to pay all operating obligations and expenses. The Company does not intend to purchase additional properties or fund extensive development of existing oil and gas properties, and as such; has no long-term liquidity needs. The Company's projected cash flows from operations will provide sufficient funding to pay its operating expenses and debt obligations. 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-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 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 88-89 INCOME AND RETIREMENT FUND - SERIES 5, 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