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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 0-15433
ENEX OIL & GAS INCOME PROGRAM III - Series 1, L.P.
(Name of small business issuer in its charter)
New Jersey 76-0179821
(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. $122,230
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 942
Dividends
The Company discontinued the payment of distributions in the first
quarter of 1994. Future distributions are dependent upon, among other things, an
increase in the prices received for oil and gas. The Company will continue to
recover its reserves and reduce obligations in 1996. Based upon current
projected cash flows from its property, it does not appear that the Company will
have sufficient net cash flow after debt service to pay distributions.
II-1
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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 $122,230 as compared with $119,843 in
1994. Oil and gas sales increased by $2,387 or 2% from 1994 to 1995. Oil sales
increased by $1,401 or 1%. A 10% increase in the average oil sales price
increased sales by $9,313. This increase was partially offset by a 7% decline in
oil production. Gas revenues increased by $986 or 7%. An 18% increase in gas
production increased sales by $2,571. This increase was partially offset by a
10% decrease in the average gas sales price. The increase in gas production was
primarily the result of 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. The decrease in oil production was primarily due
to natural production declines and due to the sale of the Florida acquisition,
in the fourth quarter of 1994, partially offset by the acquisition of additional
interest in the Concord acquisition. The changes in average oil and gas sales
prices correspond with changes in the overall market for the sale of oil and
gas.
Lease operating expenses were $42,809 in 1995 as compared with
$75,863 in 1994. Lease operating expenses decreased by $33,054 or 44% from 1994
to 1995. This decrease was primarily due to operating and workover costs
incurred in 1994 on the Florida acquisition, which was sold in the fourth
quarter of 1994.
Depreciation and depletion expense was $40,723 in 1995 as compared
with $60,457 in 1994. Depletion and depreciation expense decreased by $19,734 or
33% from 1994 to 1995. A 30% decrease in the depletion rate reduced depreciation
and depletion expense by $17,562. The changes in production, noted above,
reduced depreciation and depletion expense by an additional $2,172. The decrease
in the depletion rate was primarily a result of the recognition of an impairment
of $52,447 in December 1994, coupled with an upward revision of the oil and gas
reserves during 1995.
Due to reserve revisions and lower prices, the Company recorded an
impairment of property for $52,447 in 1994. This impairment represented the
excess of the net capitalized costs, over the undiscounted future net revenues
of the reserves.
Effective October 1, 1994, the Company sold its interest in the
Florida acquisition to Enex Resources Corporation for $38,558, plus the
assumption of plugging and abandonment costs by Enex. The wells in the Florida
acquisition were non-producing. The sales price represents the salvage value of
the wellhead equipment on the wells.
General and administrative expenses were $23,352 in 1995 as compared
with $27,163 in 1994. General and administrative expenses decreased by $3,811 or
14% from 1994 to 1995. This decrease was primarily a result of less staff time
being charged to the Company in 1995 and a $1,724 decrease in direct expenses
incurred by the Company in 1995 due to lower audit and tax fees.
II-2
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Capital Resources and Liquidity
The Company's cash flow is a direct result of the amount of net
proceeds realized from the sale of oil and gas production and from the sale of
the Florida acquisition, noted above. Accordingly, the changes in cash flow from
1994 to 1995 are primarily due to the changes in oil and gas sales and property
sale, described above and the repayment of $10,204 of debt in 1995 as compared
to the net repayment of $63,634 of debt in 1994.
The Company discontinued the payment of distributions in the first
quarter of 1994. Future distributions are dependent upon among other things, an
increase in the prices received for oil and gas. The Company will continue to
recover its reserves and reduce its obligations in 1996. The Company does not
intend to purchase additional properties or fund extensive development of
existing oil and gas properties, and as such; has no long-term liquidity needs.
The Company's projected cash flows from operations will provide sufficient
funding to pay its operating expenses and debt obligations. The general partner
does not intend to accelerate the repayment of the debt beyond the cash flow
provided by operating, financing and investing activities. Based upon current
projected cash flows from its property, it does not appear that the Company will
have sufficient cash to pay distributions and pay its operating expenses, and
meet its debt obligations. The Company repaid the note payable to the general
partner in 1995, and plans to repay the amount owed to the general partner over
a nine year period.
At December 31, 1995, the Company had no material commitments for
capital expenditures. The Company does not intend to engage in any significant
developmental drilling activity.
II-3
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Item 7. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Partners
Enex Oil & Gas Income
Program III - Series 1, L.P.:
We have audited the accompanying balance sheet of Enex Oil & Gas Income Program
III - Series 1, L.P. (a New Jersey limited partnership) as of December 31, 1995
and the related statements of operations, changes in partners' capital
(deficit), 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 III - Series 1, 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 III - Series
1, 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-4
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<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 1, L.P.
BALANCE SHEET, DECEMBER 31, 1995
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ASSETS
1995
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CURRENT ASSETS:
<S> <C>
Cash $ 2,078
Accounts receivable - oil & gas sales 9,492
Other current assets 2,754
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Total current assets 14,324
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OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests and related equipment & facilities 1,146,787
Less accumulated depreciation and depletion 890,423
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Property, net 256,364
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TOTAL $ 270,688
================
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 10,796
Payable to general partner 254,152
----------------
Total current liabilities 264,948
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PARTNERS' CAPITAL (DEFICIT):
Limited partners (38,282)
General partner 44,022
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Total partners' capital 5,740
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TOTAL $ 270,688
================
Number of $500 Limited Partner units outstanding 2,978
</TABLE>
See accompanying notes to financial statements.
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II-5
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ENEX OIL & GAS INCOME PROGRAM III - SERIES 1, L.P.
NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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1. PARTNERSHIP ORGANIZATION
Enex Oil & Gas Income Program III - Series 1, L.P. (the "Company"),
a New Jersey limited partnership, commenced operations on August 8,
1986 for the purpose of acquiring proved oil and gas properties.
Total limited partner contributions were $1,488,778, of which
$14,888 was contributed by Enex Resources Corporation ("Enex"), the
general partner.
In accordance with the partnership agreement, the Company paid
commissions of $139,801 for solicited subscriptions to Enex
Securities Corporation, a subsidiary of Enex, and reimbursed Enex
for organization expenses of approximately $45,000.
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.
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.
II-9
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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
contingent 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-10
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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. At
December 31, 1995, the Company plans to repay the amounts owed to
the general partner over a period of nine 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 purchased 24% and Exxon Corporation
accounted for 13% of the Company's total sales in 1995. Amoco
Production Company purchased 22% and Exxon Corporation accounted
for 12% of the Company's total sales in 1994. No other purchaser
individually accounted for more than 10% of such sales.
7. NOTE PAYABLE TO GENERAL PARTNER
On July 8, 1993, the Company borrowed $43,934 from the general
partner to repay a note payable and interest to the bank. The
Company borrowed an additional $34,000 and $33,000 on November 1,
1993 and December 30, 1993, respectively, in order to finance
workover costs on the Florida properties. On March 2, 1994, the
Company borrowed an additional $22,000 for workover costs on the
Florida properties. Principal payments of $10,204 and $63,634 were
made on the note in 1995 and 1994, respectively. The note bore
interest at an average rate of 7.39% and 7.74%, during 1995 and
1994, respectively, which is the general partners borrowing rate of
prime plus three-fourths of one percent. The interest rate was
9.25% at December 31, 1994. On May 1, 1995, the note was completely
repaid.
8. PROPERTY TRANSACTIONS
Effective October 1, 1994, the Company acquired additional working
and royalty interests in the Concord acquisition for $5,898 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.
Effective October 1, 1994, the Company sold its interest in the
Florida acquisition to Enex Resources Corporation for $38,558, plus
the assumption of plugging and abandonment costs by Enex. The wells
in the Florida acquisition were non-producing. The sales price
represents the salvage value of the wellhead equipment on the
wells.
II-12
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9. IMPAIRMENTS OF PROPERTY
A noncash write-down of capitalized costs of $52,447 was made in
1994. This write-down was computed as the excess of the net
capitalized costs over the undiscounted future net revenues from
proved oil and gas reserves. The undiscounted future net revenues
were computed using certain arbitrary assumptions such as holding
the oil and gas prices constant at the prices in effect at the time
of the computation.
II-13
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Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not Applicable
II-15
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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 III -
SERIES 1, 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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000806612
<NAME> ENEX OIL & GAS INCOME PROGRAM III - SERIES 1, 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> 2078
<SECURITIES> 0
<RECEIVABLES> 9492
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14324
<PP&E> 1146787
<DEPRECIATION> 890423
<TOTAL-ASSETS> 270688
<CURRENT-LIABILITIES> 264948
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5740
<TOTAL-LIABILITY-AND-EQUITY> 270688
<SALES> 122230
<TOTAL-REVENUES> 122230
<CGS> 89038
<TOTAL-COSTS> 112390
<OTHER-EXPENSES> 23352
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (761)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9079
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>