ENEX RESOURCES CORP
10QSB, 1997-11-14
CRUDE PETROLEUM & NATURAL GAS
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                                  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, 1997

                                       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 0-9378

                           ENEX RESOURCES CORPORATION
        (Exact name of small business issuer as specified in its charter)

                Delaware                            93-0747806
     (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

Transitional Small Business Disclosure Format (Check one):

                                    Yes No x

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

                  Class                  Outstanding at November 13, 1997

   Common Stock, $.05 par value                      1,344,452


<PAGE>
                          PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

ENEX RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                     September 30,       December 31,
ASSETS                                                   1997               1996
                                                   ---------------       ------------

CURRENT ASSETS:
<S>                                                <C>                   <C>            
  Cash and certificates of deposit                 $    3,985,784        $ 1,862,281    
  Accounts receivable:
    Managed limited partnerships                          298,328            522,283
    Oil and gas sales                                   1,613,159          1,242,923
    Joint owner                                            96,114            178,291
  Deferred tax asset - current portion                    157,070            105,464
  Prepaid expenses and other current assets               355,143            806,443
                                                   ---------------       ------------

Total current assets                                    6,505,598          4,717,685
                                                   ---------------       ------------

PROPERTY:
  Oil and gas properties (successful efforts
     accounting method)  Proved mineral interests 
     and related equipment and facilities:
    Direct ownership                                    6,509,419          6,940,811
    Derived from investment in managed
     limited partnerships                               9,814,698          9,130,403
  Furniture, fixtures and other (at cost)                 366,291            350,019
                                                   ---------------       ------------

Total property                                         16,690,408         16,421,233

Less accumulated depreciation,
  depletion and amortization                            4,227,727          7,988,452
                                                   ---------------       ------------

Property, net                                          12,462,681          8,432,781
                                                   ---------------       ------------

OTHER ASSETS:
  Receivable from managed limited partnerships                  -          1,153,267
  Deferred tax asset                                      641,794            635,947
  Other accounts receivable                                     -            131,004
  Deferred organization expenses and other                      -              4,694
                                                   ---------------       ------------

Total other assets                                        641,794          1,924,912
                                                   ---------------       ------------

TOTAL                                              $   19,610,073        $15,075,378    
                                                   ===============       ============

</TABLE>


See accompanying notes to financial statements.
- -------------------------------------------------------------------------------

                                       I-1
<PAGE>
ENEX RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                       September 30,        December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                        1997                1996
                                                      ---------------     ---------------

CURRENT LIABILITIES:
<S>                                                   <C>                 <C>           
   Accounts payable                                   $      313,256      $      748,283

COMMITMENTS AND
   CONTINGENT LIABILITIES                                          -                  -
                                                      ---------------     ---------------

TOTAL LIABILITIES                                            313,256             748,283
                                                      ---------------     ---------------

MINORITY INTEREST                                          5,497,906           1,564,058
                                                      ---------------     ---------------

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
   5,000,000 shares authorized;
    no shares issued
Common stock, $.05 par value;
      10,000,000 shares authorized;
       1,794,912 shares issued at September 30, 1997
       and 1,684,412 shares at December 31, 1996              89,746              84,221
Additional paid-in capital                                10,520,972          10,127,747
Retained earnings                                          5,655,342           4,374,710
Less cost of treasury stock;
         388,120 shares at September 30, 1997 and
         326,540 shares at December 31, 1996              (2,467,149)         (1,823,641)
                                                      ---------------     ---------------

TOTAL STOCKHOLDERS' EQUITY                                13,798,911          12,763,037
                                                      ---------------     ---------------

TOTAL                                                 $   19,610,073      $   13,511,320
                                                      ===============     ===============
</TABLE>


See accompanying notes to consolidated financial statements.
- -----------------------------------------------------------------------------

                                       I-2

<PAGE>
ENEX RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(UNAUDITED)                                             QUARTER   ENDED                      NINE MONTHS ENDED
                                                 ----------------------------       -------------------------------

                                                  September 30,  September 30,       September 30,     September 30,
                                                       1997           1996                 1997              1996
                                                 -------------  -------------     ----------------   --------------

REVENUES:
<S>                                               <C>            <C>              <C>                <C>                
Oil and gas sales                                 $ 2,867,931    $ 1,925,387      $     6,059,965    $   5,219,477      
Gas plant sales                                       187,731        220,949              747,630          656,836
Other revenues                                        255,256         55,850              543,632          233,035
                                                 -------------   -------------    ----------------   --------------
                                                 

Total revenues                                      3,310,918      2,202,186            7,351,227        6,109,348
                                                 -------------  -------------     ----------------   --------------

EXPENSES:
  General and administrative                          396,853        375,166            1,087,407        1,261,311
  Lease operating and other expenses                1,141,603        568,832            2,310,381        1,747,642
  Gas purchases and plant operating expenses          172,406        169,576              593,843          515,557
  Production taxes                                    162,087        113,222              343,419          303,779
  Depreciation, depletion and amortization            455,383        440,960              884,433        1,124,815
  Impairment of assets                                      -              -                    -        3,909,986
  Interest expense                                          -            142                    -           12,384
                                                 -------------   -------------    ----------------   --------------
                                                 

Total expenses                                      2,328,332      1,667,898            5,219,483        8,875,474
                                                 -------------  -------------     ----------------   --------------

Income (loss) before minority interest
  and income taxes                                    982,586        534,288            2,131,744       (2,766,126)
                                                 -------------  -------------     ----------------   --------------

MINORITY INTEREST                                    (515,557)       (88,035)            (711,816)         (76,741)
                                                 -------------  -------------    -----------------   --------------
                                                    

Income (loss) before income taxes                     467,029        446,253            1,419,928       (2,842,867)

INCOME TAX (CREDIT):
   Deferred                                           (38,871)       (24,854)             (57,452)         (74,101)
                                                 -------------   ------------    ----------------   --------------
                                                                 

NET INCOME (LOSS)                                 $   505,900    $   471,107      $    $1,477,380    $  (2,768,766)
                                                 =============  =============     ================   ==============

PRIMARY EARNINGS PER SHARE                        $     0.36     $     0.32       $         1.05     $      (2.03)
                                                 =============  =============     ================   ==============

</TABLE>



See accompanying notes to consolidated financial statements.
- -------------------------------------------------------------------------------

                                       I-3

<PAGE>
ENEX RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

(UNAUDITED)                                                                       NINE MONTHS ENDED
                                                             ---------------------------------------

                                                              September 30,           September 30,
                                                                   1997                    1996
                                                             ---------------       -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>                  <C>                
Net income (loss)                                             $   1,477,380        $     (2,497,414)  
                                                             ---------------       -----------------
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
   Depreciation, depletion and amortization                         884,433               1,124,815
   Impairment of assets                                                   -               3,638,634
   Gain on sale of property                                        (244,333)               (157,099)
   Noncash expense from stock purchase plan                               -                 177,138
   Increase in deferred tax asset                                   (51,606)                (74,100)
  Minority interest share of net income after distributions        (260,580)               (207,821)

Changes in assets and liabilities:
  Decrease in accounts receivable                                   666,830                 798,909
  (Increase) in prepaid expenses & other assets                     (88,129)               (196,850)
  (Decrease) in accounts payable                                   (597,928)               (454,010)
                                                             ---------------       -----------------
                                                                                     

Net cash provided  by operating activities                        1,786,067               2,152,202
                                                             ---------------       -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property                                   447,027                 227,913
   Property additions                                              (235,846)               (911,267)
   Reduction  in notes receivable from
     managed limited partnerships                                         -                   6,324
                                                             ---------------       -----------------
                                                                                     

Net cash provided (used) by investing activities                    211,181                (677,030)
                                                             ---------------       -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of long-term debt                                            -                (850,000)
   Purchase of treasury stock                                      (643,508)                (89,174)
   Payment of cash dividend                                        (196,748)               (138,283)
   Proceeds from exercise of stock options                          398,750                 100,000
                                                             ---------------       -----------------
                                                                                     

Net cash (used) by financing activities                            (441,506)               (977,457)
                                                             ---------------       -----------------

NET INCREASE IN CASH                                              1,555,742                 497,715

CASH AT BEGINNING OF YEAR                                         1,862,281               1,007,144

Increase in cash from recognition of minority interest              567,761                       -
                                                             ---------------       -----------------
                                                                                     

CASH AT END OF PERIOD                                         $   3,985,784        $      1,504,859   
                                                             ===============       =================

</TABLE>



See accompanying notes to financial statements.
- ----------------------------------------------------------------------------
                                       I-4

<PAGE>

ENEX RESOURCES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         General - Enex Resources Corporation (the "Company") acquires interests
         in producing oil and gas properties and sponsors and manages investment
         limited  partnerships.  As of September 30, 1997, the Company served as
         managing general partner for Enex Consolidated Partners, L.P., Enex Oil
         & Gas Income Program IV - Series 3, and four partnerships in Enex 88-89
         Income and  Retirement  Fund.  Enex  Consolidated  Partners,  L.P.  was
         formed,  effective June 30, 1997,  from the  consolidation  of 34 other
         managed limited partnerships.  The Company has a 4.11% revenue interest
         as the general  partner in addition to its  proportional  interest as a
         limited partner of 52.71%.

         Prior  to  the   consolidation   of  the  34  partnerships   into  Enex
         Consolidated Partners,  L.P., the Company recorded its interests in all
         of the partnerships except Enex Program I Partners,  L.P. using the pro
         rata basis of  accounting.  The  Company's  interest in Enex  Program I
         Partners,  L.P.  has  been  reflected  as  fully  consolidated  in  the
         accompanying   financial   statements.   The   Consolidation   of  Enex
         Consolidated Partners,  L.P. was recorded using the purchase accounting
         method;  as such assets are  recorded at their fair market  value.  The
         Company's  interest  in Enex  Consolidated  Partners,  L.P. is shown as
         fully  consolidated on the  accompanying  balance sheet as of September
         30, 1997.

         The  interim  financial   information  included  herein  is  unaudited;
         however,  such  information  reflects all  adjustments  (except for the
         impairment of assets,  discussed in note 5, all such  adjustments  were
         normal recurring  adjustments) which are, in the opinion of management,
         necessary for a fair presentation of results for the interim periods.

         Income Per Share - Primary  and fully  diluted  earnings  per share are
         based on the weighted  average number of common shares  outstanding and
         common stock  equivalents  outstanding  during the respective  periods.
         Common share  equivalents  include common stock  options.  Common share
         equivalents  are not included in the "Nine months ended  September  30,
         1996"  number of shares  because  they are  antidilutive.  The weighted
         average  number of shares used to compute  primary  earnings per common
         share was:

                                                               Primary
                                                       -----------------------
Quarter ended September 30, 1997                              1,423,319
Quarter ended September 30, 1996                              1,457,355
Nine months ended September 30, 1997                          1,403,008
Nine months ended September 30, 1996                          1,366,606

                                      I-5
<PAGE>



2.       COMMITMENTS AND CONTINGENT LIABILITIES

         As general  partner,  the Company is contingently  liable for all debts
         and  actions  of  the  managed  limited   partnerships.   However,   in
         management's  opinion,  the existing assets of the limited partnerships
         are sufficient to satisfy any such partnership indebtedness.

3.       IMPAIRMENT OF ASSETS

         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. This standard requires the evaluation of
         oil  and  gas  assets  on  an  individual   property   basis  versus  a
         company-wide basis. 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, Inc. ("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  implemented  SFAS 121 and  recognized  a  non-cash  impairment
         provision of $3,909,986  for certain oil and gas  properties  and other
         assets 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.

4.       INCOME TAXES

         The Company adopted  Statement of Financial  Standards  (SFAS) No. 109,
         "Accounting for Income Taxes,"  effective  January 1, 1993. The Company
         recognized  a deferred  tax credit of $38,871  and $24,854 in the third
         quarter of 1997 and 1996, respectively,  and $57,452 and $74,101 in the
         first nine months of 1997 and 1996, respectively.


                                       I-6
<PAGE>

         Deferred  income  taxes  reflect the net tax of  temporary  differences
         between the carrying  amount of assets and  liabilities  for  financial
         reporting purposes and the amount used for income tax purposes. The tax
         effects of significant  items comprising the Company's net deferred tax
         asset as of September 30, 1997, are as follows:

<TABLE>
<S>                                                          <C>             
Difference between tax and book net property basis           $        294,176
Difference between basis in managed limited
partnerships for financial reporting purposes and income
tax purposes                                                        3,906,361
Intangible drilling costs which remain capitalized for
financial reporting purposes which were deducted for
federal income tax purposes                                          (81,745)
Timing difference from lawsuit contingency                           (51,471)
Allowance for bad debts not yet recognized                             61,997
for income tax purposes
Net operating loss carry forward (expires 2009 - 2011)                782,819
                                                            -----------------
Gross deferred tax asset                                            4,912,137
Valuation allowance                                               (4,113,273)
                                                            -----------------
Net deferred tax asset                                        $       798,864
                                                            =================
</TABLE>

         The  valuation  allowance  reserves  the  net  deferred  tax  asset  at
         September  30,  1997 due to  uncertainties  inherent in the oil and gas
         market.  The Company  estimated  the amount of future tax benefit to be
         received  from the  deferred  tax  asset  using  estimated  future  net
         revenues and future tax  expenses.  The  remaining  amount of the gross
         deferred tax asset is reserved by a valuation allowance.

                                       I-7
<PAGE>

Item 2.            Management's Discussion and Analysis or Plan of Operation


In the third  quarter  of 1997,  the  Company  consolidated  thirty-four  of its
managed  limited  partnerships  in  Enex  Consolidated   Partners,   L.P.  ("The
Consolidation"),  which allowed the Company to reduce general and administrative
expenses. Further reductions of such expenses should be made in the near future.
The lower general and administrative expenses allowed Enex to produce net income
of  $505,900  or $.36 per  share in the third  quarter  of 1997 as  compared  to
$471,107 or $.32 per share in the third quarter of 1996.


                         Liquidity and Capital Resources

Cash flow  provided by operating  activities  was  $1,786,067  in the first nine
months of 1997 as compared  with  $2,152,202  in the same  period of 1996.  This
represents an decrease of $366,135.  A larger  reduction of accounts  payable is
the primary reason for the decrease. To this cash flow from operations, proceeds
from the sale of properties added $447,027 and $227,913 in the first nine months
of 1997 and 1996, respectively.  The Company purchased 61,580 shares of treasury
stock for  $643,508 in the first nine months of 1997 as compared to 8,888 shares
for $89,174 in 1996.  Net payments on the  Company's  bank  line-of-credit  were
$850,000 in 1996,  which  completely  repaid all of the  Company's  debt in May,
1996. Proceeds from the exercise of stock options added $100,000 and $398,750 to
the cash flow in 1996 and 1997 respectively.

The Company continued to purchase additional limited  partnership  interests and
improve oil and gas  properties.  In the first nine months of 1997,  the Company
used  $235,846  to  purchase   interests  in  the  Company's   managed   limited
partnerships and successfully drill three wells in the Dent acquisition.  In the
first nine months of 1996,  the Company used  $911,267 to purchase  interests in
the Company's managed limited  partnerships,  and successfully drilled two wells
in the Schlensker  acquisition and one well in the Dent acquisition and reworked
wells in the Speary and Binger acquisitions.

Working capital  improved to $6,192,342 at September 30, 1997 versus  $3,969,402
at December 31, 1996.  At September 30, 1997,  the  Company's  current ratio was
20.77 to 1.00 and the Company had no long-term debt.

                              Results of Operations

The Company  reported net income in the third  quarter of 1997 of  $505,900,  or
$.36 per share, as compared to $471,107, or $.32 per share, in the third quarter
of 1996.  In the first nine months of 1997,  the Company  reported net income of
$1,477,380  or $1.05 per share.  In the first nine  months of 1996,  the Company
reported  a net loss of  $2,768,766  or $2.03 per  share.  This loss  includes a
$3,909,986  nonrecurring charge due to the implementation of SFAS 121. Excluding
this charge,  the Company  earned  $1,141,220 or $.84 per share.  The higher net
income in 1997 was  attributable to lower general and  administrative  costs and
depletion expenses.


                                       I-8
<PAGE>

Oil and gas sales were $2,867,931 in the third quarter of 1997 versus $1,925,387
in the corresponding period of 1996. This increase of $942,544 or 49% was due to
increased oil and gas  production due to the  recognition  of a larger  minority
interest as a result of the Consolidation.  Oil revenues increased to $1,565,766
or 76% from  $888,590  in the third  quarter  of 1996.  A 101%  increase  in oil
production  increased  sales by  $907,763.  This  increase  was  offset by a 13%
decrease in the average oil sales  price.  The  increase in oil  production  was
primarily a result of the recognition of a larger minority  interest as a result
of the  Consolidation.  The decrease in the average oil sales price  corresponds
with  lower  prices in the  overall  market  for the sale of oil.  Gas  revenues
increased  by 26% or $265,368 in the third  quarter from  $1,036,797  in 1996 to
$1,302,165  in  1997.  A 21%  increase  in gas  production  increased  sales  by
$216,747. A 4% increase in the average gas sales price increased gas sales by an
additional $48,621. The increase in gas production was primarily a result of the
recognition of a larger minority interest as a result of the Consolidation.  The
increase in the average gas price  corresponds with higher prices in the overall
market for the sale of gas.  Gas plant sales  decreased to $187,731 in the third
quarter of 1997 from  $220,949 in the third quarter of 1996.  This  represents a
decrease of $33,218 or 15%.  An 18%  decline in the average  sales price for the
sale of plant  products  reduced  sales by $42,254.  This decrease was partially
offset by an 8% increase in the production of plant products.

In the first  nine  months of 1997,  oil and gas sales  were  $6,059,965  versus
$5,219,477  in the first nine  months of 1996.  This  represents  a increase  of
$840,488 or 16%. During the first nine months of 1997, oil revenues increased by
$400,449 or 16%, from  $2,567,463 in 1996 to $2,967,912 in the first nine months
of 1997.  A 21% increase in oil  production  increased  sales by $549,504.  This
increase was  partially  offset by a 5% decrease in the average oil sales price.
The increase in oil production was primarily due to the  recognition of a larger
minority interest as a result of the Consolidation.  The decrease in the average
oil sales price corresponds with lower prices in the overall market for the sale
of oil. Gas revenues  increased by $440,039 or 17%, from $2,652.014 in the first
nine months of 1996 to  $3,092,053  in the first half of 1997.  A 7% increase in
gas  production  increased  sales by $181,046.  A 9% increase in the average gas
sales price  increased  sales by an  additional  $258,993.  The  increase in the
average gas sales price corresponds with higher prices in the overall market for
the sale of gas. The increase in gas  production  was  primarily a result of the
recognition of larger minority  interest as a result of the  Consolidation.  Gas
plant sales increased to $747,630 in the first nine months of 1997 from $656,836
in the first half of 1996.  This represents an increase of $90,794 or 16%. A 12%
increase in the average price for the sale of plant products  increased sales by
$74,857.  A 3% increase in gas plant production  increased gas plant sales by an
additional $15,937.

Other  revenues were $255,256 and $55,850 in the third quarter of 1997 and 1996,
respectively.  The increase was primarily due to interest  income of $113,567 in
the third quarter of 1997 and from the sale of a drilling rig for a $40,000 gain
in 1997. For the first nine months of 1997,  other revenues were $543,632 versus
$233,035 in the first nine months of 1996.  This increase was primarily due to a
gain from the sale of the O'Neil acquisition of $237,306 in the first quarter of
1997 coupled with the higher  interest  income and the sale of the drilling rig,
as noted above.

General and  administrative  expenses were $396,853 in the third quarter of 1997
versus  $375,166 in the third  quarter of 1996.  This  represents an increase of
$21,687 or 6%. This increase was primarily

                                       I-9

<PAGE>

a result of the  recognition  of a larger  minority  interest as a result of the
Consolidation.  General and  administrative  expenses decreased to $1,087,407 in
the first nine months of 1997 as compared to $1,261,311 in the first nine months
of 1996.  This  represents  a decrease  of  $173,904  or 14%.  The  decrease  is
primarily a result of a concerted  effort to reduce  general and  administrative
expenses by the Company's management in 1997.

Lease  operating and other  expenses were  $1,141,603  and $568,832 in the third
quarter of 1997 and 1996 respectively.  This represents an increase of $427,229.
In the first nine months of 1997,  lease operating  expenses were $2,310,381 and
$1,747,642 in the first the nine months of 1996.  This represents an increase of
$562,739. The increases were primarily the result of the recognition of a larger
minority interest due to the Consolidation.

Depletion,  depreciation and amortization expense increased from $440,960 in the
third quarter of 1996 to $455,383 in the third quarter of 1997.  This represents
an  increase  of  $14,423 or 3%.  The  increases  in  production,  noted  above,
increased  depreciation  and depletion  expenses by $198,399.  This increase was
partially  offset  by a  29%  decrease  in  the  depletion  rate.  Depreciation,
depletion and amortization decreased from $1,124,815 in the first nine months of
1996 to  $884,433  in the first nine  months of 1997,  a decrease of $240,382 or
21%. A 29% decrease in the  depletion  rate reduced  depreciation  and depletion
expense by  $367,837.  This  decrease  was  partially  offset by the  changes in
production,  noted above.  The decrease in the  depletion  rate was  primarily a
result of the  reevaluation  of property values of Enex  Consolidated  L.P. upon
consolidation of the partnerships.

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.  This standard requires the
evaluation  of oil and gas  assets  on an  individual  property  basis  versus a
company-wide basis. 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, Inc. ("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  implemented  SFAS 121 and
recognized a non-cash impairment provision of $3,909,986 for certain oil and gas
properties and other assets 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.

In the third  quarter of 1997,  the Company  recognized  an income tax credit of
$38,871 as compared to a credit of $24,854 in the third  quarter of 1996. In the
first nine months of 1997, the Company  recorded an income tax credit of $57,452
as  compared  with a credit of $74,101  recognized  in 1996.  These  credits are
primarily a result of the Company's  continued  utilization  of its deferred tax
asset which resulted from the acquisition of properties with a higher tax basis.
At  September  30,  1997,  the Company had a  substantial  deferred tax asset of
$4,912,137. Due to uncertainties inherent in the oil and gas market, a valuation
allowance reserved all but $798,864 of the net deferred tax asset.

                                       I-10
<PAGE>
                                 Future Outlook

The completion of the consolidation of thirty-four  partnerships  simplified the
Company's  structure  and will  allow the  Company to  further  reduce  overhead
charges.  The Company has reinstituted its treasury stock repurchase program and
will  continue to  purchase  stock in the open  market.  We continue to evaluate
potential  joint  ventures  or  business   combinations  in  order  to  maximize
shareholder value.

Higher  earnings and cash flow has allowed the Company to continue to strengthen
its financial  position.  The current ratio  improved to 20.77 with virtually no
debt.  Cash  flow  will  continue  to be used to  purchase  treasury  stock  and
additional limited partners interest. The Company has evaluated several drilling
locations  for  further  development.  Management  of the Company  continues  to
evaluate  proposals  to  purchase  the  Company or for the  Company to  purchase
additional  reserves.  While the Company has no other material  commitments  for
capital,  a line of credit is maintained  which allows the Company to respond to
acquisition and investment opportunities.

                                      I-11
<PAGE>

                           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)  Exhibits

              (2)  Not Applicable

              (4)           (a)   Articles   Fourth,   Sixth,   Seventh,
                            Fourteenth,   Fifteenth,   Seventeenth   and
                            Twentieth of the  Company's  Certificate  of
                            Incorporation   and   Article   II  of   the
                            Company's By-Laws. Incorporated by reference
                            to  the  Company's  Annual  Report  on  Form
                            10-KSB  for the fiscal  year ended  December
                            31, 1992, where the same appeared as part of
                            Exhibits 3(a) and 3(b).

                   (b)      Form of Rights Agreement dated as of September 4,
                            1990 between the Company's predecessor-in-interest,
                            Enex Resources Corporation, a Colorado corporation
                            (the"Predecessor") and American Securities Transfer,
                            Incorporated as Rights Agent, which includes as 
                            exhibits thereto the Form of Rights Certificate and
                            the Summary of Rights to Purchase Common Stock.
                            Incorporated by reference to the Predecessor's
                            Current Report on Form 8-K, dated as of September 4,
                            1990, where the same appeared as Exhibit 4.

             (15)  Not Applicable

             (18)  Not Applicable

                                             II-1

<PAGE>



             (19)  Not Applicable

             (20)  Not Applicable

             (23)  Not Applicable

             (24)  Not Applicable

             (25)  Not Applicable

             (28)  Not Applicable

         (b)      Reports on Form 8-K

                  The  Company  filed no reports on Form 8-K during the quarter
                  ended September 30, 1997.

                                      II-2

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11

Enex Resources Corporation
Statement re:  Computation of Per Share Earnings        For the Nine Months Ended             For the Nine Months Ended
                                                        September 30, 1997                    September 30,1996
                                                       ---------------------------------      ---------------------------------
                                                           Primary       Fully-diluted           Primary       Fully-diluted
                                                        Earnings per      Earnings per          (Loss) per       (Loss) per
                                                            Share            Share                Share             Share
                                                       ---------------------------------      ---------------------------------

<S>                                                         <C>                <C>               <C>               <C>         
Net Income                                                  $1,477,380         $971,480          ($2,768,766)      ($3,226,494)
                                                       ----------------  ---------------      ---------------  ----------------

Divided By:

Weighted average shares                                      1,327,838        1,367,109            1,322,025         1,322,025

Plus: Common Stock Equivalents                                       -                -                    -                 -
                                                       ----------------  ---------------      ---------------  ----------------
(for stock options - treasury stock method)

Adjusted weighted average shares                             1,327,838        1,367,109            1,322,025         1,322,025
                                                       ----------------  ---------------      ---------------  ----------------


Earnings per Share                                               $1.11            $0.71               ($2.09)           ($2.44)
                                                       ================  ===============      ===============  ================




Enex Resources Corporation
Statement re:  Computation of Per Share Earnings          For the Quarter Ended                 For the Quarter Ended
                                                          June 30, 1997                         June 30, 1997
                                                       ---------------------------------      ---------------------------------
                                                           Primary       Fully-diluted           Primary       Fully-diluted
                                                        Earnings per      Earnings per         Earnings per     Earnings per
                                                            Share            Share                Share             Share
                                                       ----------------  ---------------      ---------------  ----------------

Net Income                                                    $505,900         $469,828             $471,107          $344,043
                                                       ----------------  ---------------      ---------------  ----------------

Divided By:

Weighted average shares                                      1,312,838        1,312,838            1,372,706         1,372,706

Plus: Common Stock Equivalents                                  87,713           87,713               84,649            84,649
                                                       ----------------  ---------------      ---------------  ----------------
(for stock options - treasury stock method)

Adjusted weighted average shares                             1,400,551        1,400,551            1,457,355         1,457,355
                                                       ----------------  ---------------      ---------------  ----------------


Earnings per Share                                               $0.36            $0.34                $0.32             $0.24
                                                       ================  ===============      ===============  ================

</TABLE>



<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has this  report to be signed on its behalf by the  undersigned
thereunto duly authorized.





                                              ENEX RESOURCES CORPORATION
                                                  (Registrant)





                                             By:   /s/  James A. Klein
                                                  --------------------
                                                        James A. Klein
                                                  Secretary, Treasurer and
                                                  Chief Financial Officer


November 13, 1997                             By:  /s/  Larry W. Morris
                                                  --------------------
                                                        Larry W. Morris
                                                  Controller and Chief
                                                  Accounting Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0000314864
<NAME>                        Enex Resources Corporation
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              dec-31-1997
<PERIOD-START>                                 jan-01-1997
<PERIOD-END>                                   sep-30-1997
<CASH>                                         3985784
<SECURITIES>                                   0
<RECEIVABLES>                                  2007601
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               6505598
<PP&E>                                         16690408
<DEPRECIATION>                                 4227727
<TOTAL-ASSETS>                                 19610073
<CURRENT-LIABILITIES>                          313256
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       10610718
<OTHER-SE>                                     3188193
<TOTAL-LIABILITY-AND-EQUITY>                   19610073
<SALES>                                        3310918
<TOTAL-REVENUES>                               3310918
<CGS>                                          3247643
<TOTAL-COSTS>                                  3247643
<OTHER-EXPENSES>                               1971840
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                1419928
<INCOME-TAX>                                   (57452)
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1477380
<EPS-PRIMARY>                                  1.05
<EPS-DILUTED>                                  1.05
        


</TABLE>


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