ENEX OIL & GAS INCOME PROGRAM II-1 L P
10QSB, 1995-11-13
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, 1995

                                       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 0-13484

                   ENEX OIL & GAS INCOME PROGRAM II - 1, L.P.
        (Exact name of small business issuer as specified in its charter)

                                Texas 76-0098588
                (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) 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


<PAGE>




                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

ENEX OIL & GAS INCOME PROGRAM II - 1, L.P.
BALANCE SHEET
- ------------------------------------------------------------------------

                                                           September 30,
ASSETS                                                         1995
                                                           -------------
                                                            (Unaudited)
CURRENT ASSETS:
<S>                                                           <C>      
  Cash ................................................       $   1,373
  Accounts receivable - oil & gas sales ...............          14,312
  Other current assets ................................             676
                                                              ----------

Total current assets ..................................          16,361
                                                              ----------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities       6,372,572
  Less  accumulated depreciation and depletion ........       6,109,898
                                                              ----------

Property, net .........................................         262,674
                                                              ----------


TOTAL .................................................       $ 279,035
                                                              ==========

LIABILITIES AND PARTNERS' (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable ...................................       $     265
   Current portion of note payable to general partner .          12,556
   Payable to general partner .........................          47,337
                                                              ----------

Total current liabilities .............................          60,158
                                                              ----------

NOTE PAYABLE TO GENERAL PARTNER .......................         274,689
                                                              ----------

PARTNERS' (DEFICIT):
   Limited partners ...................................         (38,611)
   General partner ....................................         (17,201)
                                                              ----------

Total partners' (deficit) .............................         (55,812)
                                                              ----------

TOTAL .................................................       $ 279,035
                                                              ==========

<FN>

See accompanying notes to financial statements.
- ------------------------------------------------------------------------
</FN>
</TABLE>

                                       I-1


<PAGE>
<TABLE>
<CAPTION>

ENEX OIL & GAS INCOME PROGRAM II - 1, L.P.
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------------------------


(UNAUDITED)                                 QUARTER ENDED                   NINE MONTHS ENDED     
                                      ----------------------------   -----------------------------
                                      September 30,  September 30,    September 30,  September 30,
                                          1995           1994             1995           1994
                                      -------------  -------------    -------------  -------------

REVENUES:
<S>                                        <C>            <C>            <C>             <C>     
  Oil and gas sales .................      $ 22,731       $ 20,148       $ 55,485        $ 61,583
                                           ---------      ---------      ---------       ---------

EXPENSES:
  Depreciation and depletion ........         3,648          3,521          9,139         10,128
  Lease operating expenses ..........         8,028          4,778         21,772         23,381
  Production taxes ..................         1,684          1,509          3,854          4,418
  General and administrative ........         4,523          3,152         11,254         11,636
                                           ---------       --------       --------       --------

Total expenses ......................        17,883         12,960         46,019         49,563
                                           ---------       --------       --------       --------

INCOME FROM OPERATIONS ..............         4,848          7,188          9,466         12,020
                                           ---------       --------       --------       --------

OTHER EXPENSE:
  Interest expense to general partner        (6,884)        (6,310)       (20,692)       (17,789)
                                           ---------       --------       --------       --------

NET INCOME (LOSS) ...................      $ (2,036)      $    878       $(11,226)      $ (5,769)
                                           =========      =========      =========      =========




<FN>

See accompanying notes to financial statements.
- ---------------------------------------------------------------------------------------------------
</FN>
</TABLE>

                                       I-2
<PAGE>

<TABLE>
<CAPTION>

ENEX OIL AND GAS INCOME PROGRAM II - 1, L.P.
STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------

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

                                                  September 30,   September 30,
                                                      1995            1994
                                                  -------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>            <C>      
Net loss ......................................      $(11,226)      $ (5,769)
                                                     ---------      ---------

Adjustments to reconcile net loss to net cash
 provided by operating activities:
  Depreciation and depletion ..................         9,139         10,128
(Increase) decrease in:
  Accounts receivable - oil & gas sales .......        (4,789)         5,897
  Other current assets ........................            25           --
Increase (decrease) in:
   Accounts payable ...........................        (5,276)        (4,694)
   Payable to general partner .................        14,804         16,342
                                                     ---------      ---------

Total adjustments .............................        13,903         27,673
                                                     ---------      ---------

Net cash provided by operating activities .....         2,677         21,904
                                                     ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Property additions - development costs .....          (996)        (1,047)
                                                     ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of note payable to general partner          (308)       (20,211)
                                                     ---------      ---------

NET INCREASE IN CASH ..........................         1,373            646

CASH AT BEGINNING OF YEAR .....................             0            315
                                                     ---------      ---------

CASH AT END OF PERIOD .........................      $  1,373       $    961
                                                     =========      =========

Cash paid during the period for interest ......      $ 20,692       $ 17,789
                                                     =========      =========



<FN>

See accompanying notes to financial statements.
- -------------------------------------------------------------------------------
</FN>
</TABLE>

                                       I-3

<PAGE>

ENEX OIL & GAS INCOME PROGRAM II - 1, 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.       Principal  payments  of  $3,139  were made on the note  payable  to the
         general  partner  during the third  quarter of 1995.  Weighted  average
         principal  outstanding  was  $287,631  and  $293,988  during  the third
         quarter  of 1995 and 1994,  respectively.  Outstanding  principal  bore
         interest at a weighted  average rate of 9.50% during the third  quarter
         of 1995 and 8.45% during the third quarter of 1994.






                                       I-4

<PAGE>



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


Third Quarter 1995 Compared to Third Quarter 1994

Oil and gas  sales for the  third  quarter  increased  from  $20,148  in 1994 to
$22,731  in 1995.  This  represents  an  increase  of  $2,583  (13%).  Oil sales
decreased by $414 or 8%. A 7% decrease in production reduced sales by $357. A 1%
decrease in the average oil sales price reduced sales by an additional  $57. Gas
sales  increased  by $2,997 or 20%. A 27% increase in gas  production  increased
sales $4,027. This increase was partially offset by a 5% decrease in the average
gas sales price.  The changes in average prices  correspond  with changes in the
overall  market  for the sale of oil and  gas.  The  lower  oil  production  was
primarily  the  result of  natural  production  declines.  The  increase  in gas
production  was  primarily the result of higher  production  from the East Seven
Sisters and Comite acquisitions which were both shut-in during the third quarter
of 1994 to perform workovers.

Lease operating  expenses  increased from $4,778 in the third quarter of 1994 to
$8,028 in the third  quarter of 1995.  The increase of $3,250 (68%) is primarily
due to higher gas  compression  charges  incurred on the East Seven  Sisters and
Comite  acquisitions in the third quarter of 1995 as a result of the increase in
gas production, noted above.

Depreciation and depletion expense increased from $3,521 in the third quarter of
1994 to $3,648 in the third quarter of 1995. This represents an increase of $127
(4%).  The  changes in  production,  noted  above,  increased  depreciation  and
depletion  expense by $720. This increase was partially offset by a 14% decrease
in the depletion  rate. The rate decrease is a primarily the result of an upward
revision of the oil and gas reserves at December 31, 1994.

General and  administrative  expenses increased from $3,152 in the third quarter
of 1994 to $4,523 in the  third  quarter  of 1995.  This  increase  of $1,371 is
primarily  due to more  staff  time  being  required  to  manage  the  Company's
operations.


First Nine Months in 1995 Compared to First Nine Months in 1994

Oil and gas sales for the first nine months  decreased  from  $61,583 in 1994 to
$55,485 in 1995. This represents a decrease of $6,098 (10%). Oil sales decreased
by $1,038 or 7%. A 15% decrease in oil production reduced sales by $2,270.  This
decrease was partially offset by a 9% increase in average oil prices.  Gas sales
decreased by $5,060 or 11%. A 19% decrease in average gas prices  reduced  sales
by  $9,958.  This  decrease  was  partially  offset  by an 11%  increase  in gas
production. The changes in average prices correspond with changes in the overall
market for the sale of oil and gas. The lower oil  production  was primarily due
to natural production declines. The increase in gas production was primarily the
result of higher production from the East Seven Sisters and Comite  acquisitions
which were both shut-in during 1994 to perform workovers.

                                       I-5

<PAGE>

Lease operating  expenses decreased from $23,381 in 1994 to $21,772 in 1995. The
decrease of $1,609 (7%) is primarily due to higer gas compression charges on the
East Seve Sisters  acquisition paid by the Company in the first quarter of 1994.
Such 1993 charges were fully paid in the first  quarter of 1994.  This  increase
was  partially  offset by higher gas  compression  charges  incurred on the East
Seven Sisters and Comite acquisitions in 1995 as a result of the increase in gas
production, noted above.

Depreciation  and  depletion  expense  decreased  from $10,128 in the first nine
months of 1994 to $9,139 in the first nine  months of 1995.  This  represents  a
decrease  of  $989  (10%).   A  15%  decrease  in  the  depletion  rate  reduced
depreciation and depletion expense by $1,601. This decrease was partially offset
by the changes in  production,  noted above.  The decrease in the depletion rate
was a result of an upward  revision of the oil and gas  reserves at December 31,
1994.

General and  administrative  expenses  decreased  from $11,636 in the first nine
months of 1994 to $11,254 in the first nine  months of 1995.  This  decrease  of
$382 (3%) is  primarily  due to less  staff time  being  required  to manage the
Company's operations.


CAPITAL RESOURCES AND LIQUIDITY

The  Company  discontinued  the payment of  distributions  during  1990.  Future
distributions  are dependent  upon,  among other  things,  an increase in prices
received for oil and gas. The Company will  continue to recover its reserves and
reduce its obligations in 1995 and 1996. Based upon current projected cash flows
from the  properties,  it does not appear that the Company will have  sufficient
cash  to pay  its  operating  expenses,  repay  its  debt  obligations  and  pay
distributions.

Due to the failure of oil and gas prices to return to their  levels of the early
1980's,  the depletion of the  Company's oil and gas reserves,  the magnitude of
the amounts owed by the Company,  the Company's  inability to distribute cash to
their  Limited  Partners  for more than five  years,  and the  ongoing  costs of
operating,  the General Partner has determined that  Partnership  operations are
unlikely to be profitable for the  foreseeable  future.  As a result the General
Partner is evaluating the Company and intends to present to the Limited Partners
a proposal to liquidate and dissolve the partnership.

As of September 30, 1995,  the Company had no material  commitments  for capital
expenditures.  The  Company  does  not  intend  to  engage  in  any  significant
developmental drilling activity.


                                       I-6

<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)  There are no exhibits to this report.

                   (b)   The  Company  filed no  reports  on Form 8-K during the
                         quarter ended September 30, 1995.


                                      II-1

<PAGE>



                                   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 II - 1, 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 11, 1995                                    By: /s/ James A. Klein
                                                         -------------------
                                                             James A. Klein
                                                         Controller and Chief
                                                          Accounting Officer



<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     Enex OIl & Gas Income Program II-1, L.P.
</LEGEND>
<CIK>                         0000743801
<NAME>                        Enex Oil & Gas Income Program II-1, L.P.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              dec-31-1995
<PERIOD-START>                                 jan-01-1995
<PERIOD-END>                                   sep-30-1995
<CASH>                                         1373
<SECURITIES>                                   0
<RECEIVABLES>                                  14312
<ALLOWANCES>                                   0
<INVENTORY>                                    676
<CURRENT-ASSETS>                               16361
<PP&E>                                         6372572
<DEPRECIATION>                                 6109898
<TOTAL-ASSETS>                                 279035
<CURRENT-LIABILITIES>                          60158
<BONDS>                                        0
<COMMON>                                       0
                          0
                                    0
<OTHER-SE>                                     (55812)
<TOTAL-LIABILITY-AND-EQUITY>                   279035
<SALES>                                        55485
<TOTAL-REVENUES>                               55485
<CGS>                                          34765
<TOTAL-COSTS>                                  34765
<OTHER-EXPENSES>                               11254
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             (20692)
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (11226)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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