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 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 33-34348-02 ENEX OIL & GAS INCOME PROGRAM V - SERIES 3, L.P. (Exact name of small business issuer as specified in its charter) New Jersey 76-0303876 (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) Registrant'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 OIL & GAS INCOME PROGRAM V - SERIES 3, L.P. BALANCE SHEET - -------------------------------------------------------------------------------- September 30, ASSETS 1996 --------------------- (Unaudited) CURRENT ASSETS: Cash $ 1,990 Accounts receivable - oil & gas sales 18,927 Other current assets 1,679 --------------------- Total current assets 22,596 --------------------- OIL & GAS PROPERTIES (Successful efforts accounting method) - Proved mineral interests and related equipment & facilities 953,091 Less accumulated depreciation and depletion 712,456 --------------------- Property, net 240,635 --------------------- TOTAL $ 263,231 ===================== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Accounts payable $ 3,985 Payable to general partner 20,038 --------------------- Total current liabilities 24,023 --------------------- NONCURRENT PAYABLE TO GENERAL PARTNER 20,039 --------------------- PARTNERS' CAPITAL: Limited partners 213,226 General partner 5,943 --------------------- Total partners' capital 219,169 --------------------- TOTAL $ 263,231 ===================== Number of $500 Limited Partner units outstanding 2,020 See accompanying notes to financial statements. - -------------------------------------------------------------------------------- I-1 ENEX OIL & GAS INCOME PROGRAM V - SERIES 3, L.P. STATEMENTS OF OPERATIONS - -------------------------------------------------------------------- (UNAUDITED) QUARTER ENDED NINE MONTHS ENDED --------------------------------------- ---------------------------------------- September 30, September 30, September 30, September 30, 1996 1995 1996 1995 ------------------ ------------------ ----------------- ------------------- REVENUES: Oil and gas sales $ 38,324 $ 28,094 $ 121,546 $ 98,726 ------------------ ------------------ ----------------- ------------------- EXPENSES: Depreciation, depletion and amortization 12,432 18,116 41,575 57,529 Impairment of property - - 64,028 - Lease operating expenses 10,324 11,986 44,321 38,655 Production taxes 2,041 1,532 6,662 5,710 General and administrative 5,852 6,161 20,075 21,717 ------------------ ------------------ ----------------- ------------------- Total expenses 30,649 37,795 176,661 123,611 ------------------ ------------------ ----------------- ------------------- NET (LOSS) $ 7,675 $ (9,701) $ (55,115) $ (24,885) ================== ================== ================= =================== See accompanying notes to financial statements. - ------------------------------------------------------------------------------ I-2 ENEX OIL AND GAS INCOME PROGRAM V - SERIES 3, L.P. STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------------------------- (UNAUDITED) NINE MONTHS ENDED -------------------------------------------- September 30, September 30, 1996 1995 ------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ (55,115) $ (24,885) ------------------- ------------------- Adjustments to reconcile net (loss) to net cash provided by operating activities Depreciation, depletion and amortization 41,575 57,529 Impairment of property 64,028 - (Increase) decrease in: Accounts receivable - oil & gas sales (1,421) 1,445 Other current assets 14 18 (Decrease) in: Accounts payable (6,301) (2,427) Payable to general partner (13,993) (15,890) ------------------- ------------------- Total adjustments 83,902 40,675 ------------------- ------------------- Net cash provided by operating activities 28,787 15,790 ------------------- ------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions - development costs (9,976) (11,568) ------------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions (19,789) (13,381) ------------------- ------------------- NET (DECREASE) IN CASH (978) (9,159) CASH AT BEGINNING OF YEAR 2,968 12,272 ------------------- ------------------- CASH AT END OF PERIOD $ 1,990 $ 3,113 =================== =================== See accompanying notes to financial statements. - ----------------------------------------------------------------------------- I-3 ENEX OIL & GAS INCOME PROGRAM V - SERIES 3, 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 $4,6141 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 of $64,028 for certain oil and gas properties due to market indications that the carrying amounts were not fully recoverable. I-4 Item 2. Management's Discussion and Analysis or Plan of Operation. Third Quarter 1995 Compared to the Third Quarter of 1996 Oil and gas sales for the third quarter increased to $38,324 in 1996 from $28,094 in 1995. This represents an increase of $10,230 (36%). Oil sales increased by $6,149 (32%). A 30% increase in the average oil sales price increased sales by $5,884. A 2% increase in oil production increased sales by an additional $305. Gas sales increased by $4,081 (47%). A 37% increase in the average gas sales price increased sales by $3,147. An 8% increase in gas production increased sales by an additional $934. The increases in oil and gas production were a result of higher production from the FEC acquisition, in which the Company obtained additional interests from farmouts which reached payout during 1995. The increases in the average oil and gas sales prices correspond with higher prices in the overall market for the sale of oil and gas. Lease operating expenses decreased to $10,324 in the third quarter of 1996 from $11,986 in the third quarter of 1995. This represents a decrease of $1,662 (13%). The decrease is parimrily the result of the changes in production, noted above. Depreciation and depletion expense decreased to $12,432 in the third quarter of 1996 from $16,096 in the third quarter of 1995. This represents a decrease of $3,664 (25%). A 34% decrease in the depletion rate reduced depreciation and depletion expense by $4,357. This decrease was partially offset by the changes in productions, noted above. The rate decrease was primarily due to the lower property basis resulting from the recognition of an impairment of property of $64,028 in the first quarter of 1996. General and administrative expenses decreased to $5,852 in the third quarter of 1996 from $6,161 in the third quarter of 1995. This decrease of $309 (5%) is primarily due to less staff time being required to manage the Company's operations. First Nine Months in 1995 Compared to First Nine Months in 1996 Oil and gas sales for the first nine months increased to $121,546 in 1996 from $98,726 in 1995. This represents an increase of $22,820 (23%). Oil sales increased by $12,689 (19%). A 16% increase in the average oil sales price increased sales by $10,784. A 3% increase in oil production increased sales by an additional $1,905. Gas sales increased by $10,131 (35%). A 41% increase in the average gas sales price increased sales by $11,987. This increase was partially offset by a 4% decrease in gas production. The increase in oil 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 decrease in gas production was primarily due to natural production declines partially offset by higher production from the FEC acquisition. The increase in the average oil sales price corresponds with higher prices in the overall market for the sale of oil. The increase in the average gas sales price was due to higher expenses incurred on the FEC acquisition on which the Company pays a net profits royalty, coupled with higher prices in the overall market for the sale of gas. Lease operating expenses increased to $44,321 in the first nine months of 1996 from $38,655 in the first nine months of 1995. The increase of $5,666 (15%) is primarily due to ad valorem taxes I-5 paid by the operator of the FEC acquisition in the second quarter of 1996 for the 1995 and 1996 tax years. Depreciation and depletion expense decreased to $38,881 in the first nine months of 1996 from $51,469 in the first nine months of 1995. This represents a decrease of $12,588 (24%). The changes in production, noted above, caused depreciation and depletion expense to decrease by $732, while a 23% decrease in the depletion rate reduced depreciation and depletion expense by an additional $11,856. The rate decrease was primarily due to the lower property basis resulting from the recognition of an impairment of property of $64,028 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 of $64,028 for certain oil and gas properties due to market indications that the carrying amounts were not fully recoverable. General and administrative expenses decreased to $20,075 in the first nine months of 1996 from $21,717 in the first nine months of 1995. This decrease of $1,642 (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 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 I-6 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. As of September 30, 1996, the Company had no material commitments for capital expenditures. The Company does not intend to engage in any significant developmental drilling activity. 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 OIL & GAS INCOME PROGRAM V - SERIES 3, 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 13, 1996 By: /s/ James A. Klein ------------------- James A. Klein Controller and Chief Accounting Officer