ENEX OIL & GAS INCOME PROGRAM III SERIES 2 L P
10QSB, 1997-05-15
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, 1997

                                       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

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

                                                                  MARCH 31,
ASSETS                                                              1997
                                                              ---------------
                                                                 (Unaudited)
CURRENT ASSETS:
<S>                                                           <C>           
  Cash                                                        $       13,151
  Accounts receivable - oil & gas sales                               21,822
  Other current assets                                                 1,040
                                                              ---------------

Total current assets                                                  36,013
                                                              ---------------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests and related equipment & facilities            1,661,595
  Less  accumulated depreciation and depletion                     1,339,802
                                                              ---------------

Property, net                                                        321,793
                                                              ---------------

TOTAL                                                         $      357,806
                                                              ===============

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                           $       11,368
   Current portion of payable to general partner                     200,977
                                                              ---------------

Total current liabilities                                            212,345
                                                              ---------------

PARTNERS' CAPITAL:
   Limited partners                                                   79,399
   General partner                                                    66,062
                                                              ---------------

Total partners' capital                                              145,461
                                                              ---------------

TOTAL                                                         $      357,806
                                                              ===============


Number of $500 Limited Partner units outstanding                       4,270
</TABLE>



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

                                       I-1
<PAGE>

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

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

                                        MARCH 31,             MARCH 31,
                                          1997                   1996
                                  --------------------   -------------------
REVENUES:
<S>                               <C>                    <C>               
  Oil and gas sales               $            54,788    $           53,690
                                  --------------------   -------------------

EXPENSES:
  Depreciation and depletion                   12,017                16,717
  Lease operating expenses                     14,431                17,296
  Production taxes                              2,603                 2,486
  General and administrative                    5,918                 9,241
                                  --------------------   -------------------

Total expenses                                 34,969                45,740
                                  --------------------   -------------------

NET INCOME                        $            19,819    $            7,950
                                  ====================   ===================
</TABLE>


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

                                       I-2

<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - 2, L.P.

STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
FOR THE THREE MONTHS ENDED MARCH 31, 1997
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                 PER $500
                                                                                                  LIMITED
                                                                                                  PARTNER
                                                        GENERAL              LIMITED             UNIT OUT-
                                    TOTAL               PARTNER             PARTNERS             STANDING
                             ------------------   ------------------    -----------------    -----------------

<S>              <C>         <C>                  <C>                       <C>                   <C>           
BALANCE, JANUARY 1, 1996     $          42,034    $          49,369         $     (7,335)         $        (2)  

NET INCOME                              83,608               13,512               70,096                   17
                             ------------------   ------------------    -----------------    -----------------

BALANCE, DECEMBER 31, 1996             125,642               62,881               62,761                   15

NET INCOME                              19,819                3,181               16,638                    4
                             ------------------   ------------------    -----------------    -----------------

BALANCE, MARCH 31, 1997      $         145,461    $          66,062         $     79,399 (1)       $       19   
                             ==================   ==================    =================    =================
</TABLE>


(1)  Includes 920 units purchased by the general partner as a limited partner.


See accompanying notes to financial statements.
- -----------------------------------------------------------------------------
                                       I-3

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

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

                                                         MARCH 31,                MARCH 31,
                                                            1997                    1996
                                                    -------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                 <C>                          <C>              
Net income                                          $           19,819           $        7,950   
                                                    -------------------      -------------------

Adjustments to reconcile net income to net cash
   provided by operating activities:
  Depreciation and depletion                                    12,017                   16,717
(Increase) decrease in:
  Accounts receivable - oil & gas sales                          3,460                   (9,453)
  Other current assets                                             (23)                   2,223
Increase (decrease) in:
   Accounts payable                                                191                   (7,153)
   Payable to general partner                                  (34,542)                  (2,092)
                                                    -------------------      -------------------

Total adjustments                                              (18,897)                     242
                                                    -------------------      -------------------

Net cash provided by operating activities                          922                    8,192
                                                    -------------------      -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Property additions - development costs                      (1,869)                  (4,852)
                                                    -------------------      -------------------

NET INCREASE  (DECREASE) IN CASH                                  (947)                   3,340

CASH AT BEGINNING OF YEAR                                       14,098                    2,129
                                                    -------------------      -------------------

CASH AT END OF PERIOD                               $           13,151            $       5,469   
                                                    ===================      ===================
</TABLE>




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

                                       I-4

<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.       On April 7, 1997, the Company's  General  Partner mailed proxy material
         to the limited partners 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 proxy
         material.



                                       I-5

<PAGE>



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

First Quarter 1997 Compared to First Quarter 1996

Oil and gas  sales for the  first  quarter  increased  from  $53,690  in 1996 to
$54,788  in 1997.  This  represents  an  increase  of  $1,098  or 2%.  Oil sales
increased  $2,429 or 5%. A 4% increase in average oil prices  increased sales by
$1,860.  A 1% increase in oil production  increased sales by an additional $569.
Gas sales  decreased by $1,331 or 15%. A 38% decline in gas  production  reduced
gas sales by $3,349.  This  decrease was  partially  offset by a 37% increase in
average gas. Oil production was relatively  stable as improved  production  from
workovers  performed  in 1996 were offset by natural  production  declines.  The
decrease in gas production was primarily the result of the shut-in of production
from the Concord  acquisition to perform workovers in the first quarter of 1997.
The changes in average prices  correspond with changes in the overall market for
the sale of oil and gas.

Lease operating  expenses decreased from $17,296 in the first quarter of 1996 to
$14,431 in the first quarter of 1997.  The decrease of $2,865 (17%) is primarily
due to the changes in production, noted above.

Depreciation and depletion  expense  decreased from $16,717 in the first quarter
of 1996 to $12,017 in the first quarter of 1997.  This  represents a decrease of
$4,700 (28%).  A 22% decrease in the  depletion  rate reduced  depreciation  and
depletion expense by $3,309. The changes in production,  noted above,  decreased
depreciation and depletion expense by an additional  $1,391. The decrease in the
depletion  rate was primarily the result of upward  revisions of the oil and gas
reserves during December 1996.

General and  administrative  expenses decreased from $9,241 in 1996 to $5,918 in
1997.  This decrease of $3,323 is primarily due to $1,645 lower direct  expenses
incurred by the Company in 1997,  coupled with less staff time being required to
manage the Company's operations in 1997.

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 1996 to 1997 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 1997. 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.

On April 7, 1997,  the Company's  General  Partner  mailed proxy material to the
limited partners 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 proxy material.

As of March 31,  1997,  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 March 31, 1997.


                                      II-1

<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, 1997                                      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-31-1997
<PERIOD-START>                                 jan-01-1997
<PERIOD-END>                                   mar-31-1997
<CASH>                                         13151
<SECURITIES>                                   0
<RECEIVABLES>                                  21822
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               36013
<PP&E>                                         1661595
<DEPRECIATION>                                 1339802
<TOTAL-ASSETS>                                 357806
<CURRENT-LIABILITIES>                          212345
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     145461
<TOTAL-LIABILITY-AND-EQUITY>                   357806
<SALES>                                        54788
<TOTAL-REVENUES>                               54788
<CGS>                                          17034
<TOTAL-COSTS>                                  29051
<OTHER-EXPENSES>                               5918
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   19819
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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