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 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 0-19033 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) 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 2, L.P. BALANCE SHEET - ------------------------------------------------------------------------- JUNE 30, ASSETS 1996 --------- CURRENT ASSETS: Cash .......................................... $ 11,488 Accounts receivable - oil & gas sales ......... 18,419 -------- Total current assets ............................ 29,907 -------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests ............................ 894,954 Less accumulated depletion ................... 652,509 -------- Property, net ................................... 242,445 -------- TOTAL ........................................... $272,352 ======== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable ............................. $ 280 Payable to general partner ................... 20,506 -------- Total current liabilities ....................... 20,786 -------- NONCURRENT PAYABLE TO GENERAL PARTNER ........... 41,013 -------- PARTNERS' CAPITAL: Limited partners ............................. 207,230 General partner .............................. 3,323 -------- Total partners' capital ......................... 210,553 -------- TOTAL ........................................... $272,352 ======== See accompanying notes to financial statements. - --------------------------------------------------------------------------- I-1 ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P. STATEMENT OF OPERATIONS - ------------------------------------------------------------------------------ (UNAUDITED) QUARTER ENDED SIX MONTHS ENDED --------------------- ------------------- JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1996 1995 1996 1995 --------- --------- -------- --------- REVENUES: Oil and gas sales ........ $ 22,993 $ 21,815 $ 44,716 $ 29,791 -------- -------- -------- -------- EXPENSES: Depletion and amortization 12,915 19,792 26,098 39,824 Impairment of property ... -- -- 50,669 -- General and administrative 4,808 4,563 10,551 11,773 -------- -------- -------- -------- Total expenses ............. 17,723 24,355 87,318 51,597 -------- -------- -------- -------- NET INCOME (LOSS) .......... $ 5,270 $ (2,540) $(42,602) $(21,806) ======== ======== ======== ======== See accompanying notes to financial statements. - ------------------------------------------------------------------------ I-2 ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P. STATEMENTS OF CASH FLOWS - ---------------------------------------------------------------------------- (UNAUDITED) SIX MONTHS ENDED --------------------- JUNE 30, JUNE 30, 1996 1995 -------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) .................................... $(42,602) $(21,806) -------- -------- Adjustments to reconcile net (loss) to net cash provided by operating activities: Depletion and amortization .................. 26,098 39,824 Impairment of property ...................... 50,669 -- (Increase) decrease in: Accounts receivable - oil & gas sales ....... 825 (5,142) Increase (decrease) in: Accounts payable ............................ (3,851) (3,128) Payable to general partner .................. (10,358) 9,488 -------- -------- Total adjustments ............................. 63,383 41,042 -------- -------- Net cash provided by operating activities ..... 20,781 19,236 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ........................ (13,959) (17,346) -------- -------- NET INCREASE IN CASH .......................... 6,822 1,890 CASH AT BEGINNING OF YEAR ..................... 4,666 2,324 -------- -------- CASH AT END OF PERIOD ......................... $ 11,488 $ 4,214 ======== ======== 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 $4,522, 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. I-4 Item 2. Management's Discussion and Analysis or Plan of Operation. Second Quarter 1995 Compared to Second Quarter 1994 Oil and gas sales for the second quarter increased to $22,993 in 1996 from $21,815 in 1995. This represents an increase of $1,178 (5%). Oil sales increased by $1,029 or 5%. A 10% increase in the average net oil sales price increased sales by $1,854. This increase was partially offset by a 4% decrease in oil production. Gas sales increased by $150 or 5%. A 3% increase in average net gas sales prices increased sales by $81. A 2% increase in gas production increased sales by an additional $69. The decrease in oil production was primarily the result of natural production declines. The increase in gas production is a result of higher production from the FEC acquisition, in which the Company obtained additional interests from farmouts which reached payout during 1995. The changes in average net sales prices correspond with changes in the overall market for the sale of oil and gas. Depletion expense decreased to $12,915 in the second quarter of 1996 from $18,025 in the second quarter of 1995. This represents a decrease of $5,110 (28%). The changes in production, noted above, reduced depletion expense by $206. A 28% decrease in the depletion rate reduced depletion expense by an additional $4,904. 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. General and administrative expenses increased to $4,808 in 1996 from $4,563 in 1995. This increase of $245 (5%) is primarily due to more staff time being required to manage the Company's operations. First Six Months in 1995 Compared to The First Six Months in 1996 Oil and gas sales for the first six months increased to $44,716 in 1996 from $29,791 in 1995. This represents an increase of $14,925 (50%). Oil sales increased by $13,029 or 50%. A 45% increase in the average net oil sales price increased sales by $12,140. A 3% increase in oil production increased sales by an additional $889. Gas sales increased by $1,896 or 50%. A 66% increase in average net gas sales prices increased sales by $2,258. This increase was partially offset by a 10% decrease in gas production. The increase in oil production was primarily due to the shut-in of production from the FEC acquisition in the first quarter of 1995, to perform a workover. The decrease in gas production was primarily due to natural production declines, partially offset by higher production from the FEC acquisition, in which the Company obtained additional interests from farmouts which reached payout during 1995. The increases in average net oil and 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. I-5 Depletion expense decreased to $26,098 in the first six months of 1996 from $36,289 in the first six months of 1995. This represents a decrease of $10,191 (28%). The declines in production, noted above, decreased depletion expense by $1,049. A 26% decrease in the depletion rate reduced depletion expense, by an additional $9,142. 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 to $10,551 in 1996 from $11,773 in 1995. This decrease of $1,222 (10%) 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 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 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 June 30, 1996. 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 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 August 13, 1996 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer