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 March 31, 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 01-19033 ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2 L.P. (Exact name of small business issuer as specified in its charter) New Jersey 76-0299898 (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) 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 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P. BALANCE SHEET - ------------------------------------------------------------------------------ MARCH 31, ASSETS 1996 --------------------- (Unaudited) CURRENT ASSETS: Cash $ 1,195 Accounts receivable - oil & gas sales 17,292 --------------------- Total current assets 18,487 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests 894,954 Less accumulated depletion 639,594 --------------------- Property, net 255,360 --------------------- TOTAL $ 273,847 ===================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 416 Payable to general partner 20,555 --------------------- Total current liabilities 20,971 --------------------- NONCURRENT PAYABLE TO GENERAL PARTNER 41,111 --------------------- PARTNERS' CAPITAL: Limited partners 209,084 General partner 2,681 --------------------- Total partners' capital 211,765 --------------------- TOTAL $ 273,847 ===================== See accompanying notes to financial statements. - ------------------------------------------------------------------------------ I-1 ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P. STATEMENT OF OPERATIONS - ------------------------------------------------------------------------------- (UNAUDITED) THREE MONTHS ENDED ------------------------------------------ MARCH 31, MARCH 31, 1996 1995 ------------------- ------------------- REVENUES: Oil and gas sales $ 21,723 $ 7,976 ------------------- ------------------- EXPENSES: Depletion and amortization 13,183 20,032 Impairment of property 50,669 - General and administrative 5,743 7,210 ------------------- ------------------- Total expenses 69,595 27,242 ------------------- ------------------- NET LOSS $ (47,872) (19,266) =================== =================== See accompanying notes to financial statements. - ------------------------------------------------------------------------------ I-2 ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, MARCH 31, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (47,872) $ (19,266) Adjustments to reconcile net loss to net cash provided by operating activities: Depletion and amortization 13,183 20,032 Impairment of property 50,669 - Decrease in: Accounts receivable - oil & gas sales 1,952 4,620 Increase (decrease) in: Accounts payable (3,715) (3,128) Payable to general partner (10,210) 9,938 Total adjustments 51,879 31,462 Net cash provided by operating activities 4,007 12,196 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions (7,478) (11,734) NET INCREASE (DECREASE) IN CASH (3,471) 462 CASH AT BEGINNING OF YEAR 4,666 2,324 CASH AT END OF PERIOD $ 1,195 $ 2,786 See accompanying notes to financial statements. I-3 ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, 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 $6,728, representing net revenues from the sale of oil and gas produced from properties owned by the Company. This distribution was made on January 31, 1996. 3. 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 $50,669 for certain oil and gas properties due to market indications that the carrying amounts were not fully recoverable. I-4 Item 2Management's Discussion and Analysis or Plan of Operation. First Quarter 1996 Compared to First Quarter 1995 Oil and gas sales for the first quarter increased from $7,976 in 1995 to $21,723 in 1996. This represents an increase of $13,747 (172%). Oil sales increased by $12,000 or 172%. A 12% increase in oil production caused sales to increase by $824. A 143% increase in average net oil prices increased sales by an additional $11,176. The increase in oil production was primarily due to the shut-in of production in the first quarter of 1995, to perform a workover. The increase in average net oil price was primarily the result of lower operating costs incurred on the FEC acquisition in which the Company has net profits royalty interests, coupled with higher prices in the overall market for the sale of oil. Gas sales increased by $1,747 or 172%. A 242% increase in average net gas prices increased sales by $1,953. This increase was partially offset by a 20% decrease in gas production. The decrease in gas production was primarily due to natural production declines. The increases in average net oiland gas sales prices were primarily the result of lower operating costs incurred on the FEC acquisition in which the Company has net profits royalty interests, coupled with higher prices in the overall market for the sale of oil and gas. Depletion expense decreased from $18,264 in the first quarter of 1995 to $12,594 in the first quarter of 1995. This represents a decrease of $5,670 (31%). The changes in production, noted above, caused depletion expense to decrease by $838. A 28% decrease in the depletion rate reduced depletion expense by an additional $4,832. The rate decrease is primarily the result of an impairment of property of $50,669, which was recognized in the first quarter of 1996, coupled with upward revisions of the oil and gas reserves during December 1995. 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 $50,669 for certain oil and gas properties due to market indications that the carrying amounts were not fully recoverable. General and administrative expenses decreased from $7,210 in the first quarter of 1995 to $5,743 in the first quarter of 1996. This decrease of $1,467 or 20% 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 I-5 general partner's intention to distribute substantially all of the Company's available cash flow to the Company's partners. 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 after payment of its debt obligations. 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. 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, 1996. 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 2, 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, 1996 By: /s/ James A. Klein ---------------------- James A. Klein Controller and Chief Accounting Officer