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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT III
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from...............to...............
Commission file number 0-14249
ENEX OIL & GAS INCOME
PROGRAM II - 8, L.P.
(Name of small business issuer in its charter)
Texas 76-0163128
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Rockmead Drive
Three Kingwood Place
Kingwood, Texas 77339
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (713) 358-8401
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Interest
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
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.[x]
State issuer's revenues for its most recent fiscal year. $ 269,337
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2 of the Exchange
Act):
Not Applicable
Documents Incorporated By Reference:
None
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<PAGE>
PART II
Item 5. Market for Common Equity and Related Security Holder Matters
Market Information
There is no established public trading market for the Company's
outstanding limited partnership interests.
Number of Equity Security Holders
Number of Record Holders
Title of Class (as of March 1, 1996)
----------------- ----------------------------------
General Partner's Interests 1
Limited Partnership Interests 1,302
Dividends
The Company made cash distributions to partners of $8 and $11 per $500
investment in 1995 and 1994, respectively. The payment of future distributions
will depend on the Company's earnings, financial condition, working capital
requirements and other factors, although it is anticipated that regular
quarterly distributions will continue through 1996.
II-1
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
This discussion should be read in conjunction with the financial
statements of the Company and the notes thereto included in this Form 10-KSB.
Oil and gas sales in 1995 were $269,337 as compared with $250,619 in
1994. Oil and gas sales increased by $18,718 or 7%. Oil sales increased by
$16,554 or 8%. A 4% increase in oil production caused a $9,764 increase in oil
revenues. A 3% increase in the average oil sales price increased sales by an
additional $6,790. Gas sales increased by $2,164 or 7%. An 18% increase in gas
production increased gas sales by $5,658. This increase was partially offset by
a 9% decrease in the average gas sales price. The changes in average oil and gas
prices correspond with changes in the overall market for the sale of oil and
gas. The increases in production were primarily due to the completion of a
waterflood project on the Schafter Lake field and the acquisition of additional
interest in the Concord acquisition in the fourth quarter of 1994.
Lease operating expenses were $78,699 in 1995 and $63,948 in 1994.
The increase of $14,751 or 23% from 1994 to 1995 was primarily due to the
increases in production, noted above, and enhanced recovery costs incurred on
the Concord acquisition in 1995.
Depreciation and depletion expense was $106,023 in 1995 as compared
with $140,087 in 1994. This represents a decrease in depletion and depreciation
expense of $34,064 or 24%. A 29% decrease in the depletion rate reduced
depreciation and depletion expense by $43,453. This decrease was partially
offset by the increases in production, noted above. The decrease in the
depletion rate was primarily the result of an upward revision of the oil and gas
reserves during 1995.
General and administrative expenses were $31,078 in 1995 as compared
with $33,900 in 1994. The decrease of $2,822 or 8% from 1994 to 1995 was
primarily the result of less staff time being required to manage the Company's
operations in 1995.
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 1994 to 1995 were 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 net cash
flow provided by operating, financing and investing activities to the Company's
partners. Distributions decreased from 1994 to 1995, due primarily to the
decrease in payable to the general partner of $67,769 in 1995 as compared to a
decrease of $30,083 in 1994.
The Company will continue to recover its reserves and distribute to
the partners the net proceeds realized from the sale of oil and gas production
after the payment of debt obligations. The Company plans to repay the amounts
owed to the general partner over a period of three years. 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.
At December 31, 1995, the Company had no material commitments for
capital expenditures. The Company does not intend to engage in significant
developmental drilling activity.
II-2
<PAGE>
Item 7. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Partners
Enex Oil & Gas Income
Program II-8, L.P.:
We have audited the accompanying balance sheet of Enex Oil & Gas Income Program
II-8, L.P. (a Texas limited partnership) as of December 31, 1995 and the related
statements of operations, changes in partners' capital, and cash flows for each
of the two years in the period ended December 31, 1995. These financial
statements are the responsibility of the general partner of Enex Oil & Gas
Income Program II-8, L.P. Our responsibility is to express an opinion on the
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Enex Oil & Gas Income Program II-8, L.P. at
December 31, 1995 and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Houston, Texas
March 18, 1996
II-3
<PAGE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM II - 8, L.P.
BALANCE SHEET, DECEMBER 31, 1995
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ASSETS 1995
------------------
CURRENT ASSETS:
<S> <C>
Cash $ 11,001
Accounts receivable - oil & gas sales 20,914
Other current assets 6,071
------------------
Total current assets 37,986
------------------
OIL & GAS PROPERTIES:
(Successful efforts accounting method) - Proved
mineral interests and related equipment & facilities 2,391,295
Less accumulated depreciation and depletion 1,739,738
------------------
Property, net 651,557
------------------
TOTAL $ 689,543
==================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 18,114
Payable to general partner 114,581
------------------
Total current liabilities 132,695
------------------
PARTNERS' CAPITAL
Limited partners 530,570
General partner 26,278
------------------
Total partners' capital 556,848
------------------
TOTAL $ 689,543
==================
Number of $500 Limited Partner units outstanding 5,863
</TABLE>
See accompanying notes to financial statements.
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II-4
<PAGE>
ENEX OIL & GAS INCOME PROGRAM II - 8, L.P.
STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
1995 1994
----------- -----------
REVENUES:
<S> <C> <C>
Oil and gas sales $ 269,337 $ 250,619
----------- -----------
EXPENSES:
Depreciation and depletion 106,023 140,087
Lease operating expenses 78,699 63,948
Production taxes 12,132 11,992
General and administrative:
Allocated from general partner 25,183 28,915
Direct expense 5,895 4,985
----------- -----------
Total expenses 227,932 249,927
----------- -----------
INCOME FROM OPERATIONS 41,405 692
OTHER EXPENSE:
Interest expense to general partner (112) -
----------- -----------
NET INCOME $ 41,293 $ 692
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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II-5
<PAGE>
ENEX OIL & GAS INCOME PROGRAM II - 8, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
PER $500
LIMITED
PARTNER
GENERAL LIMITED UNIT OUT-
TOTAL PARTNER PARTNERS STANDING
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1994 $628,706 $ 26,278 $ 602,428 $ 102
CASH DISTRIBUTIONS (66,212) - (66,212) (11)
NET INCOME (LOSS) 692 - 692 -
---------- --------- ---------- ----------
BALANCE, DECEMBER 31, 1994 563,186 26,278 536,908 91
CASH DISTRIBUTIONS (47,631) - (47,631) (8)
NET INCOME 41,293 - 41,293 7
---------- --------- ---------- ----------
BALANCE, DECEMBER 31, 1995 $556,848 $ 26,278 $ 530,570 (1) $ 90
========== ========= ========== ==========
</TABLE>
(1) Includes 1,622 units purchased by the general partner as a limited partner.
See accompanying notes to financial statements.
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II-6
<PAGE>
ENEX OIL AND GAS INCOME PROGRAM II - 8, L.P.
STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 41,293 $ 692
---------- ----------
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and depletion 106,023 140,087
(Increase) decrease in:
Accounts receivable - oil & gas sales (2,075) (1,798)
Other current assets 2,050 (6,186)
Increase (decrease) in:
Accounts payable 5,131 (7,971)
Payable to general partner (67,769) (30,083)
---------- ----------
Total adjustments 43,360 94,049
---------- ----------
Net cash provided by operating activities 84,653 94,741
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions - development costs (32,247) (13,542)
Acquisition of proved oil & gas properties - (12,703)
---------- ----------
Net cash used by investing activities (32,247) (26,245)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions (47,631) (66,212)
---------- ----------
NET INCREASE IN CASH 4,775 2,284
CASH AT BEGINNING OF YEAR 6,226 3,942
---------- ----------
CASH AT END OF YEAR $ 11,001 $ 6,226
========== ==========
Cash paid for interest during the year $ 112 $ -
========== ==========
</TABLE>
See accompanying notes to financial statements.
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II-7
<PAGE>
ENEX OIL & GAS INCOME PROGRAM II - 8, L.P.
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NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
1. PARTNERSHIP ORGANIZATION
Enex Oil & Gas Income Program II-8, L.P. (the "Company"), a Texas
limited partnership, commenced operations on October 10, 1985 for
the purpose of acquiring proved oil and gas properties. Total
limited partner contributions were $2,931,653, of which $29,317 was
contributed by Enex Resources Corporation ("Enex"), the general
partner.
In accordance with the partnership agreement, the Company paid
commissions of $259,569 for solicited subscriptions to Enex
Securities Corporation, a subsidiary of Enex, and reimbursed Enex
for organization expenses of approximately $88,000.
Information relating to the allocation of costs and revenues
between Enex, as general partner, and the limited partners is as
follows:
Limited
Enex Partners
Commissions and selling expenses 100%
Company reimbursement of organization
expense 100%
Company property acquisition 100%
General and administrative costs 10% 90%
Costs of drilling and completing
development wells 10% 90%
Revenues from temporary investment of
partnership capital 100%
Revenues from producing properties 10% 90%
Operating costs (including general and
administrative costs associated with
operating producing properties) 10% 90%
At the point in time when the cash distributions to the limited
partners equal their subscriptions ("payout"), the costs of
drilling and completing development wells, revenues from producing
properties, general and administrative costs and operating costs
will be allocated 15% to the general partner and 85% to the limited
partners.
In May 1993, as the aggregate purchase price of the interests in
the Company plus the cumulative distributions to the limited
partners did not equal limited partner subscriptions (the
"Deficiency"), the general partner forfeited its 10% share of the
Company's net revenues. The foregone net revenues will be allocated
to the limited partners until such time as no Deficiency exists.
II-8
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Oil and Gas Properties - The Company uses the successful efforts
method of accounting for its oil and gas operations. Under this
method, the costs of all development wells are capitalized.
Capitalized costs are amortized on the units-of-production method
based on estimated total proved reserves. The acquisition costs of
improved oil and gas properties are capitalized and periodically
assessed for impairment.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long Lived Assets and for Long-Lived Assets to Be
Disposed Of." This statement requires that long-lived assets and
certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable.
The Company has not determined the effect, if any, on its financial
position or results of operations which may result from the
adoption of this statement in the first quarter of 1996.
The Company's operating interests in oil and gas properties are
recorded using the pro rata consolidation method pursuant to
Interpretation 2 of Accounting Principles Board Opinion 18.
Cash Flows - The Company has presented its cash flows using the
indirect method and considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
General and Administrative Expenses - The Company reimburses the
General Partner for direct costs and administrative costs incurred
on its behalf. Administrative costs allocated to the Company are
computed on a cost basis in accordance with standard industry
practices by allocating the time spent by the General Partner's
personnel among all projects and by allocating rent and other
overhead on the basis of the relative direct time charges.
Uses of Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contigent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
3. FEDERAL INCOME TAXES
General - The Company is not a taxable entity for federal income
tax purposes. Such taxes are liabilities of the individual partners
and the amounts thereof will vary depending on the individual
situation of each partner. Accordingly, there is no provision for
income taxes in the accompanying financial statements.
II-9
<PAGE>
Set forth below is a reconciliation of net income as reflected in the
accompanying financial statements and net income for federal income tax purposes
for the year ended December 31, 1995:
<TABLE>
<CAPTION>
Allocable to
-------------------- Per $500 Limited
General Limited Partner Unit
TOTAL Partner Partners Outstanding
---------- --------- --------- --------------
Net income as reflected in the
<S> <C> <C> <C> <C>
accompanying financial statements $ 41,293 $ - $41,293 $ 7
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which
were charged-off for federal
income tax purposes (21,253) - (21,253) (4)
Difference in depreciation and
depletion computed for federal
income tax purposes and
the amount computed for
financial reporting purposes 6,191 - 6,191 1
---------- --------- --------- --------------
Net income for federal
income tax purposes $ 26,231 $ - $26,231 $ 4
========== ========= ========= ==============
</TABLE>
Net income for federal income tax purposes is a summation of ordinary income
(loss), portfolio income (loss) cost depletion and intangible drilling costs as
presented in the Company's federal income tax return.
Set forth below is a reconciliation between partners' capital as reflected in
the accompanying financial statements and partners' capital for federal income
tax purposes as of December 31, 1995:
<TABLE>
<CAPTION>
Allocable to
--------------------- Per $500 Limited
General Limited Partner Unit
TOTAL Partner Partners Outstanding
----------- --------- ---------- ----------------
Partners' capital as reflected in the
<S> <C> <C> <C> <C>
accompanying financial statements $ 556,848 $ 26,278 $530,570 $ 90
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which
were charged-off for federal
income tax purposes (150,101) (11,625) (138,476) (23)
Difference in accumulated
depreciation, depletion and
amortization for financial
reporting and federal income
tax purposes (61,983) - (61,983) (10)
Commissions and syndication
fees capitalized for federal
income tax purposes 259,569 - 259,569 44
----------------------------------- ----------------
Partners' capital for federal
income tax purposes $ 604,333 $ 14,653 $589,680 $ 101
=========== ========= ========== ================
</TABLE>
II-10
<PAGE>
4. PAYABLE TO GENERAL PARTNER
The payable to general partner primarily consists of general and
administrative expenses allocated to the Company by Enex during the
Company's start-up phase and for its ongoing operations. The Company
plans to repay the amounts owed to the general partner over a period of
three years.
5. REPURCHASE OF LIMITED PARTNER INTERESTS
In accordance with the partnership agreement, the general partner is
required to purchase limited partner interests (at the option of the
limited partners) at annual intervals beginning after the second year
following the formation of the Company. The purchase price, as
specified in the partnership agreement, is based primarily on reserve
reports prepared by independent petroleum engineers as reduced by a
specified risk factor.
6. SIGNIFICANT PURCHASERS
Amoco Production Company and Exxon Company, U.S.A. accounted for 24%
and 13%, respectively of the Company's total sales in 1995. Amoco
Production Company and Exxon Company, USA accounted for 23% and 13%,
respectively, of the Company's sales in 1994. No other purchaser
individually accounted for more than 10% of such sales.
7. PROPERTY TRANSACTIONS
Effective October 1, 1994, the Company acquired additional working and
royalty interests in the Concord acquisition for $12,703 from an
affiliated partnership. The purchase price represents the fair market
value as determined from the receipt of bids solicited from independent
third party
companies.
8. NOTE PAYABLE TO THE GENERAL PARTNER
On January 1, 1995, the Company borrowed $7,000 from the general
partner in order to purchase an additional interest in the Concord
acquisition, as discussed in Note 7, above. The resultant note payable
to the general partner bore interest at prime plus three-fourths of one
percent or a weighted average rate of 9.48%. On March 3, 1995, the note
was completely repaid.
II-11
<PAGE>
ENEX OIL & GAS INCOME PROGRAM II - 8, L.P.
SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------
Proved Oil and Gas Reserve Quantities (Unaudited)
The following presents an estimate of the Company's proved oil and gas reserve
quantities and changes therein for each of the two years in the period ended
December 31, 1995. Oil reserves are stated in barrels ("BBLS") and natural gas
in thousand cubic feet ("MCF"). The amounts per $500 limited partner unit do not
include a potential 5% reduction after payout. All of the Company's reserves are
located within the United States.
<TABLE>
<CAPTION>
Per $500 Per $500
Limited Natural Limited
Oil Partner Unit Gas Partner Unit
(BBLS) Outstanding (MCF) Outstanding
---------- ----------- ---------- ----------
PROVED DEVELOPED AND
UNDEVELOPED RESERVES:
<S> <C> <C> <C> <C>
January 1, 1994 75,392 13 142,968 25
Revisions of previous estimates 13,752 2 (24,877) (4)
Purchases of minerals in place 1,474 - 1,982 -
Production (14,453) (2) (17,389) (3)
---------- ----------- ---------- ----------
December 31, 1994 76,165 13 102,684 18
Revisions of previous estimates 33,874 6 43,681 7
Production (15,089) (3) (20,553) (4)
---------- ----------- ---------- ----------
December 31, 1995 94,950 16 125,812 21
========== =========== ========== ==========
PROVED DEVELOPED RESERVES:
January 1, 1994 75,392 13 142,968 25
========== =========== ========== =========
December 31, 1994 76,165 13 102,684 18
========== =========== ========== =========
December 31, 1995 94,950 16 125,812 21
========== =========== ========== =========
</TABLE>
II-12
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not Applicable
II-13
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENEX OIL AND GAS INCOME
PROGRAM II - 8, L.P.
By: ENEX RESOURCES CORPORATION
the General Partner
December 23, 1996 By: /s/ G. B. Eckley
-------------------
G. B. Eckley, President
In accordance with the Exchange Act, this report has been
signed below on December 23, 1996, by the following persons in the capacities
indicated.
ENEX RESOURCES CORPORATION General Partner
By: /s/ G. B. Eckley
------------------------
G. B. Eckley, President
/s/ G. B. Eckley
President, Chief Executive
------------------ Officer and Director
G. B. Eckley
/s/ R. E. Densford Vice President, Secretary, Treasurer,
Chief Financial Officer and Director
-------------------
R. E. Densford
/s/ James A. Klein Controller and Chief Accounting Officer
-----------------
James A. Klein
S-1
<PAGE>
/s/ Robert D. Carl, III
--------------------------
Robert D. Carl, III Director
/s/ Martin J. Freedman
--------------------------
Martin J. Freedman Director
/s/ William C. Hooper, Jr.
--------------------------
William C. Hooper, Jr. Director
/s/ Tom Shorney
--------------------------
Tom Shorney Director
/s/ Stuart Strasner
--------------------------
Stuart Strasner Director
S-2
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000789882
<NAME> ENEX OIL & GAS INCOME PROGRAM II - 8, L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-START> jan-01-1996
<PERIOD-END> dec-31-1996
<CASH> 11001
<SECURITIES> 0
<RECEIVABLES> 20914
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 37986
<PP&E> 2391295
<DEPRECIATION> 1739738
<TOTAL-ASSETS> 689543
<CURRENT-LIABILITIES> 132695
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 556848
<TOTAL-LIABILITY-AND-EQUITY> 689543
<SALES> 269337
<TOTAL-REVENUES> 269337
<CGS> 196854
<TOTAL-COSTS> 227932
<OTHER-EXPENSES> 31078
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (112)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41293
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
