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 0-18327 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P. (Exact name of registrant as specified in its Charter) New Jersey 76-0259724 (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 7, L.P. BALANCE SHEET - ----------------------------------------------------------------------------- MARCH 31, ASSETS 1997 ------------------- (Unaudited) CURRENT ASSETS: Cash $ 36,181 Accounts receivable - oil & gas sales 7,557 --------------------- Total current assets 43,738 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests 1,341,371 Less accumulated depletion 995,995 --------------------- Property, net 345,376 --------------------- TOTAL $ 389,114 ===================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 1,130 Payable to general partner 10,105 --------------------- Total current liabilities 11,235 PARTNERS' CAPITAL: Limited partners 370,794 General partner 7,085 --------------------- Total partners' capital 377,879 --------------------- TOTAL $ 389,114 ===================== Number of $500 Limited Partner units outstanding 3,089 See accompanying notes to financial statements. - ----------------------------------------------------------------------------- I-1 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P. STATEMENTS OF OPERATIONS - ---------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1996 1996 ------------------- ------------------- REVENUES: Oil and gas sales $ 48,714 $ 31,405 ------------------- ------------------- EXPENSES: Depletion 13,270 16,426 Production taxes 3,552 2,392 General and administrative 5,574 4,417 ------------------- ------------------- Total expenses 22,396 23,235 ------------------- ------------------- NET INCOME $ 26,318 $ 8,170 =================== =================== See accompanying notes to financial statements. - ---------------------------------------------------------------------------- I-2 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, 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 $ 389,799 $ 7,293 $ 382,506 $ 124 CASH DISTRIBUTIONS (66,255) (9,945) (56,310) (18) NET INCOME 57,714 11,178 46,536 15 ------------------ ------------------ ------------------ ------------------ BALANCE, DECEMBER 31, 1996 381,258 8,526 372,732 121 CASH DISTRIBUTIONS (29,697) (5,399) (24,298) (8) NET INCOME 26,318 3,958 22,360 7 ------------------ ------------------ ------------------ ------------------ BALANCE, MARCH 31, 1997 $ 377,879 $ 7,085 $ 370,794 (1)$ 120 ================== ================== ================== ================== (1) Includes 324 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 7, L.P. STATEMENTS OF CASH FLOWS - ----------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1997 1996 ------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 26,318 $ 8,170 ------------------- ------------------- Adjustments to reconcile net income to net cash provided by operating activities: Depletion 13,270 16,426 Decrease in: Accounts receivable - oil & gas sales 8,499 310 Other current assets 184 - Increase (decrease) in: Accounts payable (4,753) (991) Payable to general partner 10,105 (11,260) ------------------- ------------------- Total adjustments 27,305 4,485 ------------------- ------------------- Net cash provided by operating activities 53,623 12,655 ------------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions (29,697) (12,122) ------------------- ------------------- NET INCREASE IN CASH 23,926 533 CASH AT BEGINNING OF YEAR 12,255 9,004 ------------------- ------------------- CASH AT END OF PERIOD $ 36,181 $ 9,537 =================== =================== See accompanying notes to financial statements. - -------------------------------------------------------------------------- I-4 ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, 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 $24,298, 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 $31,405 in 1996 to $48,714 in 1997. This represents an increase of $17,309 (55%). Oil sales increased by $3,219 or 44%. A 46% increase in the average oil net sales price increased sales by $3,337. This increase was partially offset by a 2% decline in oil production. Gas sales increased $14,090 or 59%. A 42% increase in the average net gas sales price increased sales by $11,302. A 12% increase in gas production increased sales by an additional $2,788. The increases in average net prices correspond with higher prices in the overall market for the sale of oil and gas. The decrease in oil production was primarily due to natural production declines. The increase in gas production was primarily due to higher production from Wardner Ranch acquisition which was shut-in for a workover in the first quarter of 1996. Depletion expense decreased from $16,426 in the first quarter of 1996 to $13,270 in the first quarter of 1997. This represents a decrease of $3,156 (19%). A 26% decrease in the depletion rate reduced depletion expense by $4,590. This decrease was partially offset by the changes in production, noted above. The decrease in the depletion rate was primarily due upward revisions of the oil and gas reserves during December 1996. General and administrative expenses increased from $4,417 in 1996 to $5,574 in 1997. This increase of $1,157 (26%) was primarily a result of a $1,905 increase in direct expenses incurred by the Company in 1997, 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 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, financing and investing activities. 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. 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. 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 7, 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