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 September 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
- ------------------------------------------------------------------------------
September 30,
ASSETS 1996
---------------------
CURRENT ASSETS:
Cash $ 3,458
Accounts receivable - oil & gas sales 17,621
---------------------
Total current assets 21,079
---------------------
OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests 894,954
Less accumulated depletion 664,272
---------------------
Property, net 230,682
---------------------
TOTAL $ 251,761
=====================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Payable to general partner $ 43,651
---------------------
PARTNERS' CAPITAL:
Limited partners 203,857
General partner 4,253
---------------------
Total partners' capital 208,110
---------------------
TOTAL $ 251,761
=====================
Number of $500 Limited Partner units outstanding 2,020
See accompanying notes to financial statements.
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ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENT OF OPERATIONS
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(UNAUDITED) QUARTER ENDED NINE MONTHS ENDED
------------------------------------ ----------------------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
--------------- ----------------- ----------------- -------------------
REVENUES:
Oil and gas sales $ 17,118 $ 6,690 $ 61,834 $ 36,481
--------------- ----------------- ----------------- -------------------
EXPENSES:
Depletion and amortization 11,763 17,989 37,861 57,813
Impairment of property - - 50,669 -
General and administrative 4,852 4,998 15,403 16,771
--------------- ----------------- ----------------- -------------------
Total expenses 16,615 22,987 103,933 74,584
--------------- ----------------- ----------------- -------------------
NET INCOME (LOSS) $ 503 $ (16,297) $ (42,099) $ (38,103)
=============== ================= ================= ===================
See accompanying notes to financial statements.
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ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------------
PER $500
LIMITED
PARTNER
GENERAL LIMITED UNIT OUT-
TOTAL PARTNER PARTNERS STANDING
------------------- ------------------- ------------------- --------------------
BALANCE, JANUARY 1, 1994 $ 572,186 $ 1,696 $ 570,490 $ 282
CASH DISTRIBUTIONS (61,448) (4,973) (56,475) (28)
NET INCOME (LOSS) (173,466) 4,153 (177,619) (87)
------------------- ------------------- ------------------- --------------------
BALANCE, DECEMBER 31, 1994 337,272 876 336,396 167
CASH DISTRIBUTIONS (23,965) (1,614) (22,351) (11)
NET INCOME (LOSS) (46,192) 2,572 (48,764) (24)
------------------- ------------------- ------------------- --------------------
BALANCE, DECEMBER 31, 1995 267,115 1,834 265,281 132
CASH DISTRIBUTIONS (16,905) (2,222) (14,683) (7)
NET INCOME (LOSS) (42,100) 4,642 (46,742) (23)
------------------- ------------------- ------------------- --------------------
BALANCE, SEPTEMBER 30, 1996 $ 208,110 $ 4,254 $ 203,856 (1) $ 102
=================== =================== =================== ====================
(1) Includes 303 units purchased by the general partner as a limited partner.
See accompanying notes to financial statements.
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ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENTS OF CASH FLOWS
- ------------------------------------------------------------------------------------------------
(UNAUDITED)
NINE MONTHS ENDED
--------------------------------------------
September 30, September 30,
1996 1995
------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (42,099) $ (38,103)
------------------- -------------------
Adjustments to reconcile net (loss) to net cash provided by operating
activities:
Depletion and amortization 37,861 57,813
Impairment of property 50,669 -
(Increase) decrease in:
Accounts receivable - oil & gas sales 1,623 (112)
Increase (decrease) in:
Accounts payable (4,131) (3,128)
Payable to general partner (28,226) 9,810
------------------- -------------------
Total adjustments 57,796 64,383
------------------- -------------------
Net cash provided by operating activities 15,697 26,280
------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions (16,905) (23,964)
------------------- -------------------
NET INCREASE (DECREASE) IN CASH (1,208) 2,316
CASH AT BEGINNING OF YEAR 4,666 2,324
------------------- -------------------
CASH AT END OF PERIOD $ 3,458 $ 4,640
=================== ===================
See accompanying notes to financial statements.
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I-4
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 $2,254, representing net revenues from the sale of oil
and gas produced from properties owned by the Company. This
distribution was made on July 31, 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. On November 13, 1996, the Company submitted amended
preliminary proxy material to the SEC with respect to this
consolidation.
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 $50,669 for certain oil and gas properties due
to changes in the overall market for the sale of oil and gas and
significant decreases in the projected production from certain of the
Company's oil and gas properties.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
Third Quarter 1995 Compared to Third Quarter 1996
Oil and gas sales for the third quarter increased to $17,118 in 1996 from $6,690
in 1995. This represents an increase of $10,428 (156%). Oil sales increased by
$9,104 or 156%. A 152% increase in the average net oil sales price increased
sales by $9,018. A 2% increase in oil production increased sales by an
additional $86. Gas sales increased by $1,324 or 156%. A 130% increase in
average net gas sales prices increased sales by $1,197. An 8% increase in gas
production increased sales by an additional $127. The increases in oil and gas
production were primarily the result of higher production from the FEC
acquisition, in which the Company obtained additional interests from farmouts
which reached payout during 1995 and the first quarter of 1996. 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 $11,763 in the third quarter of 1996 from $17,989
in the third quarter of 1995. This represents a decrease of $6,226 (35%). A 38%
decrease in the depletion rate reduced depletion expense by $7,086. This
decrease was partially offset by the changes in production noted above. 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 $4,852 in 1996 from $4,998 in
1995. This decrease of $146 (3%) is primarily due to less staff time being
required to manage the Company's operations.
First Nine Months in 1995 Compared to The First Nine Months in 1996
Oil and gas sales for the first nine months increased to $61,834 in 1996 from
$36,481 in 1995. This represents an increase of $25,353 (69%). Oil sales
increased by $22,133 or 70%. A 65% increase in the average net oil sales price
increased sales by $21,206. A 3% increase in oil production increased sales by
an additional $927. Gas sales increased by $3,220 or 70%. A 76% increase in
average net gas sales prices increased sales by $3,375. This increase was
partially offset by a 4% decrease in gas production. The increase in oil
production was primarily due to higher production from the FEC acquisition, in
which the Company obtained additional interests from farmouts which reached
payout during 1995 and the first quarter of 1996. The slight decrease in gas
production was primarily due to natural production declines partially offset by
higher production from the FEC acquisition, as noted above. 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.
Depletion expense decreased to $37,861 in the first nine months of 1996 from
$57,813 in the first nine months of 1995. This represents a decrease of $19,952
(35%). The declines in production, noted above, decreased depletion expense by
$5,032. A 29% decrease in the depletion rate reduced
I-6
depletion expense, by an additional $14,920. 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. 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 $50,669 for
certain oil and gas properties due to changes in the overall market for the sale
of oil and gas and significant decreases in the projected production from
certain of the Company's oil and gas properties.
General and administrative expenses decreased to $15,403 in 1996 from $16,771 in
1995. This decrease of $1,368 (8%) 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 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. On
November 13, 1996, the Company submitted amended preliminary proxy material to
the SEC with respect to this consolidation. The terms and conditions of the
proposed consolidation are set forth in such preliminary proxy material.
I-7
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 September 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
December 23, 1996 By: /s/ James A. Klein
-------------------
James A. Klein
Controller and Chief
Accounting Officer