ENEX OIL & GAS INCOME PROGRAM III SERIES 2 L P
10QSB, 1996-05-14
DRILLING OIL & GAS WELLS
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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 March 31, 1996

                                      OR

            [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        For the transition period from...............to...............

                        Commission file number 0-15434

              ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
       (Exact name of small business issuer as specified in its charter)

                   New Jersey                          76-0179824
         (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




<PAGE>


                              PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>
                               PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
BALANCE SHEET
- ------------------------------------------------------------------------------

                                                                  MARCH 31,
ASSETS                                                              1996
                                                             -----------------
                                                                 (Unaudited)
CURRENT ASSETS:
<S>                                                           <C>           
  Cash                                                        $        5,469
  Accounts receivable - oil & gas sales                               23,043
  Other current assets                                                 1,723
                                                              ---------------

Total current assets                                                  30,235
                                                              ---------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities            1,647,746
  Less  accumulated depreciation and depletion                     1,293,006
                                                              ---------------

Property, net                                                        354,740
                                                              ---------------

TOTAL                                                         $      384,975
                                                              ===============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                           $        6,297
   Current portion of payable to general partner                      39,223
                                                              ---------------

Total current liabilities                                             45,520
                                                              ---------------

NONCURRENT PAYABLE TO GENERAL PARTNER                                289,471
                                                              ---------------

PARTNERS' CAPITAL (DEFICIT):
   Limited partners                                                   (1,850)
   General partner                                                    51,834
                                                              ---------------

Total partners' capital (deficit)                                     49,984
                                                              ---------------

TOTAL                                                         $      384,975
                                                              ===============

</TABLE>




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

                                       I-1

<PAGE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, L.P.
STATEMENTS OF OPERATIONS
- -------------------------------------------------------------------------------

 
(UNAUDITED)                                 THREE MONTHS ENDED
                                     -----------------------------

                                        MARCH 31,       MARCH 31,
                                          1996            1995
                                     ---------------   ------------

REVENUES:
<S>                                  <C>               <C>        
  Oil and gas sales                  $       53,690    $    45,852
                                     ---------------   ------------

EXPENSES:
  Depreciation and depletion                 16,717         22,269
  Lease operating expenses                   17,296         15,387
  Production taxes                            2,486          2,166
  General and administrative:                 9,241          6,053
                                     ---------------   ------------

Total expenses                               45,740         45,875
                                     ---------------   ------------

INCOME (LOSS) FROM OPERATIONS                 7,950            (23)
                                     ---------------   ------------

OTHER EXPENSE:
  Interest expense                                -           (448)
                                     ---------------   ------------

NET INCOME (LOSS)                    $        7,950    $      (471)
                                     ===============   ============


</TABLE>


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

                                       I-2

<PAGE>
<TABLE>
<CAPTION>
ENEX OIL AND GAS INCOME PROGRAM III - SERIES 2, L.P.                                                    
STATEMENTS OF CASH FLOWS                                                        
                                                        
(UNAUDITED)                                                     
                                                      THREE MONTHS ENDED                        
                                                        
                                                 MARCH 31,           MARCH 31,
                                                   1996                1995
CASH FLOWS FROM OPERATING ACTIVITIES:                                                   
<S>                                            <C>                  <C>      
Net income (loss)                              $    7,950           $   (471)
                                                        
Adjustments to reconcile net income (loss) to net cash                                                  
   provided by operating activities:                                                    
  Depreciation and depletion                       16,717             22,269
(Increase) decrease in:                                                 
  Accounts receivable - oil & gas sales            (9,453)            (3,665)
  Other current assets                              2,223              2,426
Increase (decrease) in:                                                 
   Accounts payable                                (7,153)               235
   Payable to general partner                      (2,092)            (5,282)
                                                        
Total adjustments                                     242             15,983
                                                        
Net cash provided by operating activities           8,192             15,512
                                                        
CASH FLOWS FROM INVESTING ACTIVITIES:                                                   
    Property additions - development costs         (4,852)            (8,656)
                                                        
                                                        
CASH FLOWS FROM FINANCING ACTIVITIES:                                                   
   Repayment of note payable to general partner         -             (3,565)
                                                        
NET INCREASE  IN CASH                                3,340              3,291
                                                        
CASH AT BEGINNING OF YEAR                            2,129                494
                                                        
CASH AT END OF PERIOD                              $ 5,469           $  3,785
                                                        
Cash paid during period for interest               $     -           $    448
                                                        
                                                        

</TABLE>

See accompanying notes to financial statements.

                                       I-3



<PAGE>

ENEX OIL & GAS INCOME PROGRAM III - SERIES 2, 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 $3,564 were made on the note payable to the general
      partner during the first quarter of 1995.  Weighted average  principal was
      $13,751 and bore  interest at a weighted  average rate of 9.64% during the
      first quarter of 1995. The note was completely repaid on May 1, 1995.



                                    I-4

<PAGE>



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

First Quarter 1996 Compared to First Quarter 1995

Oil and gas  sales for the  first  quarter  increased  from  $45,852  in 1995 to
$53,690  in 1996.  This  represents  an  increase  of $7,838  or 17%.  Oil sales
increased $4,824 or 12%. A 34% increase in average oil prices increased sales by
$11,334. This increase was partially offset by a 16% decrease in oil production.
Gas sales  increased  by $3,014 or 53%. A 14%  increase  in  average  gas prices
increased sales by $1,074.  A 34% increase in gas production  increased sales by
an additional $1,940. The decrease in oil production was primarily the result of
natural  production  declines.  The increase in gas production was primarily the
result of  enhanced  production  improvements  on the Concord  acquisition.  The
changes in average prices  correspond with changes in the overall market for the
sale of oil and gas.

Lease operating  expenses increased from $15,387 in the first quarter of 1995 to
$17,296 in the first quarter of 1996.  The increase of $1,909 (12%) is primarily
due to the changes in production, noted above.

Depreciation and depletion  expense  decreased from $22,269 in the first quarter
of 1995 to $16,717 in the first quarter of 1996.  This  represents a decrease of
$5,552 (25%).  A 19% decrease in the  depletion  rate reduced  depreciation  and
depletion expense by $3,799. The changes in production,  noted above,  decreased
depreciation and depletion expense by an additional  $1,753. The decrease in the
depletion  rate was primarily the result of upward  revisions of the oil and gas
reserves at December 31, 1995.

General and  administrative  expenses increased from $6,053 in 1995 to $9,241 in
1996.  This increase of $3,188 is primarily due to $3,207 higher direct expenses
incurred by the Company in 1996.

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 the issuance of additional
debt. Accordingly,  the changes in cash flow from 1995 to 1996 are primarily due
to the changes in oil and gas sales described above.

The Company  discontinued the payment of distributions in January,  1994. 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 on 1996. Based upon current projected cash flows from its
property,  it does not appear that the Company will have  sufficient cash to pay
its operating expenses, repay its debt obligations and pay distributions.

As of March 31,  1996,  the  Company  had no  material  commitments  for capital
expenditures.  The  Company  does  not  intend  to  engage  in  any  significant
developmental drilling activity.

                                    I-5

<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 March 31, 1996.



<PAGE>




                                  SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                      ENEX OIL & GAS INCOME
                                                     PROGRAM III - 2, 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




May 11, 1996                                      By: /s/ James A. Klein
                                                     -------------------
                                                          James A. Klein
                                                       Controller and Chief
                                                        Accounting Officer




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0000811205
<NAME>                        Enex Oil & Gas Income Program III - Series 2, L.P.
       
<S>                             <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              dec-31-1996
<PERIOD-START>                                 jan-01-1996
<PERIOD-END>                                   mar-31-1996
<CASH>                                         5469
<SECURITIES>                                   0
<RECEIVABLES>                                  23043
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               1723
<PP&E>                                         1647746
<DEPRECIATION>                                 1293006
<TOTAL-ASSETS>                                 384975
<CURRENT-LIABILITIES>                          45520
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     49984
<TOTAL-LIABILITY-AND-EQUITY>                   384975
<SALES>                                        53690
<TOTAL-REVENUES>                               53690
<CGS>                                          19782
<TOTAL-COSTS>                                  36499
<OTHER-EXPENSES>                               9241
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   7950
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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