United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A [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 0-18853 ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 1, L.P. (Exact name of small business issuer as specified in its charter) New Jersey 76-0299892 (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 90-91 INCOME AND RETIREMENT FUND - SERIES 1, L.P. BALANCE SHEET - -------------------------------------------------------------------------- JUNE 30, ASSETS 1996 ----------------- CURRENT ASSETS: Cash .......................................... $ 16,826 Accounts receivable - oil & gas sales ......... 13,851 ---------- Total current assets ............................ 30,677 ---------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests ............................ 1,324,866 Less accumulated depletion ................... 812,382 ---------- Property, net ................................... 512,484 ---------- TOTAL ........................................... $ 543,161 ========== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable ............................. $ 284 Payable to general partner ................... 24,461 ---------- Total current liabilities ....................... 24,745 ---------- PARTNERS' CAPITAL: Limited partners ............................. 508,883 General partner .............................. 9,533 ---------- Total partners' capital ......................... 518,416 ---------- TOTAL ........................................... $ 543,161 ========== Number of $500 Limited Partner units outstanding 2,975 See accompanying notes to financial statements. - ----------------------------------------------------------------------------- I-1 ENEX 90-91 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. A cash distribution was made to the limited partners of the Company in the amount of $10,385, representing net revenues from the sale of oil and gas produced from properties owned by the Company. This distribution was made on April 30, 1996. 3. On August 9, 1996, the Company's General Partner submitted preliminary proxy material to the Securities Exchange Commission 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 preliminary proxy material. 4. 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 $29,056 for certain oil and gas properties due to market indications that the carrying amounts were not fully recoverable. I-4 property basis resulting from the recognition of a $29,056 property impairment recognized 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. 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 $29,056 for certain oil and gas properties due to market indications that the carrying amounts were not fully recoverable. General and administrative expenses decreased to $6,521 in 1996 from $7,462 in 1995. This decrease of $941 (13%) 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 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 August 9, 1996, the Company's General Partner submitted preliminary proxy material to the Securities Exchange Commission 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 preliminary proxy material. I-6 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 90-91 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 November 7, 1996 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer