ENEX OIL & GAS INCOME PROGRAM III SERIES 2 L P
10QSB/A, 1996-11-07
DRILLING OIL & GAS WELLS
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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                                   FORM 10-QSB/A
    


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

                  For the quarterly period ended June 30, 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

Transitional Small Business Disclosure Format (Check one):

                                Yes        No x


<PAGE>


                               PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

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

                                                                     JUNE 30,
ASSETS                                                                1996
                                                                 --------------
                                                                  (Unaudited)
CURRENT ASSETS:
<S>                                                              <C>         
  Cash                                                           $      7,697
  Accounts receivable - oil & gas sales                                20,899
  Other current assets                                                  1,700
                                                                 -------------

Total current assets                                                   30,296
                                                                 -------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities             1,660,904
  Less  accumulated depreciation and depletion                      1,307,712
                                                                 -------------

Property, net                                                         353,192
                                                                 -------------

TOTAL                                                            $    383,488
                                                                 =============

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                              $      4,891
   Current portion of payable to general partner                       33,693
                                                                 -------------

Total current liabilities                                              38,584
                                                                 -------------

NONCURRENT PAYABLE TO GENERAL PARTNER                                 269,545
                                                                 -------------

PARTNERS' CAPITAL:
   Limited partners                                                    19,515
   General partner                                                     55,844
                                                                 -------------

Total partners' capital                                                75,359
                                                                 -------------

TOTAL                                                            $    383,488
                                                                 =============

   
Number of $500 Limited Partner units outstanding                        4,270
    

</TABLE>



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

                                       I-1

<PAGE>

Lease  operating  expenses  incurred  during the first six months  decreased  to
$17,192 in 1996 from $24,162 in 1995.  The decrease of $6,970 (29%) is primarily
due from the  settlement  of the  Company's  equity  investment  in an  electric
cooperative  which resulted from the purchase of electricity used on the Florida
acquisition while it was owned by the Company.

Depreciation and depletion  expense decreased to $31,423 in the first six months
of 1996 from $42,402 in the first six months of 1995. This represents a decrease
of $10,979 (26%). A 21% decrease in the depletion rate reduced  depreciation and
depletion  expense by $8,461.  The changes in production,  noted above,  reduced
depreciation and depletion expense by an additional  $2,518. The decrease in the
depletion rate is primarily the result of an upward  revision of the oil and gas
reserves during December 1995.

General and administrative expenses increased to $16,447 in the first six months
of 1996 from $10,698 in the first six months of 1995. This increase of $5,749 is
primarily  due to more  staff  time  being  required  to  manage  the  Company's
operations.


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 and the repayment of $11,490
on a note to the general partner in 1995. It is the general partner's  intention
to distribute  substantially all of the Company's  remaining available cash flow
to the Company's  partners.  The Company's  "available cash flow" is essentially
equal to the net amount of cash provided by operating activities.

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.  Based on the  December 31, 1995
reserve  report  prepared by Gruy,  there  appears to be  sufficient  future net
revenues to pay all  obligations  and  expenses.  The General  Partner  does not
intend to accelerate  the  repayment of the debt beyond the Company's  cash flow
provided by operating  activities.  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 in
the near future.
    

On August 9, 1996, the Company's  General Partner  submitted  preliminary  proxy
material  to the  Securities  Exchange  Commission  with  respect  to a proposed
consolidation  of the Company with 33 other managed  limited  partnerships.  The
terms  and  conditions  of the  proposed  consolidation  are set  forth  in such
preliminary proxy material.

As of June 30,  1996,  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>

                                   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 III - SERIES 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




   
November 7, 1996                           By: /s/ James A. Klein
                                              -------------------
                                                    James A. Klein
                                                Controller and Chief
                                                 Accounting Officer
    




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