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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(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, 1996
[ ] 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 0-16551
ENEX OIL & GAS INCOME
PROGRAM III - Series 3, L.P.
(Name of small business issuer in its charter)
New Jersey 76-0179823
(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. $ 357,496
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>
TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1996
ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P.
Item No. Part I Page
- ---------- ---------- -------
1 Description of Business I-1
2 Description of Property I-3
3 Legal Proceedings I-5
4 Submission of Matters to a Vote
of Security Holders I-5
Part II
-----------
5 Market for Common Equity and
Related Security Holder Matters II-1
6 Management's Discussion and Analysis
or Plan of Operation II-2
7 Financial Statements and Supplementary
Data II-3
8 Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure II-13
Part III
-------------
9 Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section
16(a) of the Exchange Act III-1
10 Executive Compensation III-3
11 Security Ownership of Certain
Beneficial Owners and Management III-4
12 Certain Relationships and Related
Transactions III-4
13 Exhibits and Reports on Form 8-K III-4
Signatures S-1
<PAGE>
PART I
Item 1. Description of Business
General
Enex Oil & Gas Income Program III - Series 3, L.P. (the
"Company") was formed under the New Jersey Uniform Limited Partnership Law
(1976) on March 20, 1986 and commenced operations on February 10, 1987 with
aggregate subscriptions of $3,204,790, $3,172,742 of which was received from
1,894 limited partners, including investors whose distributions from earlier
partnerships sponsored by the Company's general partner, Enex Resources
Corporation ("Enex"), were automatically invested in the Company.
The Company is engaged in the oil and gas business through the
ownership of various interests in producing oil and gas properties, as detailed
in Item 2, below. If warranted, the Company may further develop its oil and gas
properties. However, the Company does not intend to engage in significant
drilling activities. Such activities may be conducted, however, as an incidental
part of the management of producing properties or with a view toward enhancing
the value of producing properties. In no event will the Company engage in
exploratory drilling, or use any of the limited partners' net revenues to fund
exploratory drilling activities. Any developmental drilling will be financed
primarily through third party borrowing or with funds provided from operations.
The expenses of drilling, completing and equipping and operating development
wells are allocated 90% to the limited partners and 10% to the general partner.
See Note 1 to the Financial Statements for information relating to the
allocation of costs and revenues between the limited partners and the general
partner. The Company's operations are concentrated in a single industry segment.
The Company owns working interests in certain oil and gas
properties. A "working interest" is a portion of the operating interest which is
subject to most of the costs associated with a well.
The principal executive office of the Company is maintained at
Suite 200, Three Kingwood Place, Kingwood, Texas 77339. The telephone number at
this office is (713) 358-8401. The Company has no regional offices.
The Company has no employees. On March 1, 1997, Enex and its subsidiaries
employed 23 persons.
Marketing
The marketing of oil and gas produced by the Company is affected
by a number of factors which are beyond the Company's control, the exact nature
of which cannot be accurately predicted. These factors include the quantity and
price of crude oil imports, fluctuating supply and demand, pipeline and other
transportation facilities, the marketing of competitive fuels, state and federal
regulation of oil and gas production and distribution and other matters
affecting the availability of a ready market. All of these factors are extremely
volatile.
I-1
<PAGE>
Amoco Production Company and Exxon Company, USA accounted for
18%, and 12%, respectively, of the Company's total sales in 1996. Enron Oil
Trading & Transportation Company, Amoco Production Company and Exxon Company,
USA accounted for 21%, 14%, and 11% respectively, of the Company's total sales
in 1995. No other purchaser individually accounted for more than 10% of such
sales. Although the Company marketed a significant portion of its sales to the
above noted companies, such a concentration does not pose a significant risk due
to the commodity nature of the Company's products.
The operators of the Company's properties are noted in Item 2
below. Although a significant portion of the Company's properties were operated
by a limited number of operators, this concentration does not pose a significant
risk since the Company's rights are secured by joint operating agreements.
Environmental and Conservation Regulation
State regulatory authorities in the states in which the Company
owns producing properties are empowered to make and enforce regulations to
prevent waste of oil and gas and to protect correlative rights and opportunities
to produce oil and gas as between owners of a common reservoir. Each of such
regulatory authorities also regulates the amount of oil and gas produced by
assigning allowable rates of production, which may be increased or decreased in
accordance with supply and demand. Requirements regarding the prevention and
clean-up of pollution and similar environmental matters are also generally
applicable. The costs, if any, the Company may incur in this regard cannot be
predicted.
The existence of such regulations has had no material adverse
effects on the Company's operations to date, and the cost of compliance has not
yet been material. There are no material administrative or judicial proceedings
arising under such laws or regulations pending against the Company. The Company
is unable to assess or predict the impact that compliance with environmental and
pollution control laws and regulations may have on its future operations,
capital expenditures, earnings or competitive position.
Tax Laws
The operations of the Company are affected by the federal income
tax laws contained in the Internal Revenue Code of 1986, as amended (the
"Code"). Under the Code, generally, the Company will report income from the sale
of oil and gas, against which it may deduct its ordinary business expenses,
depletion, depreciation and intangible drilling and development costs.
It is anticipated that most of the Company's income, if any, will
be from a "passive activity" for purposes of the Code. A passive activity
includes an activity in which the taxpayer does not materially participate,
including the ownership of a limited partnership interest, such as an interest
in the Company. "Passive income," however, does not include portfolio income
(i.e. dividends, interest, royalties, etc.). Although taxpayers generally may
not deduct losses or use tax credits derived from passive activities in an
amount greater than their income derived from such activities, if and to the
extent that the Company generates passive income, it will be available to offset
the limited partners' passive losses from other sources.
Partnerships with interests that are "publicly traded" are taxed
as corporations unless at least 90% of their income is "qualifying income."
Passive income or loss from publicly traded partnerships that are
I-2
<PAGE>
not taxed as corporations generally cannot be applied against passive income or
loss from other sources. As stated in Item 5 of this Annual Report, there is no
established public trading market for the Company's limited partnership
interests. In addition, the Company derives more than 90% of its income within
the meaning of section 7704(d) of the Code. Therefore, the Company should not be
affected by the publicly traded partnership rules.
In order to prevent the adverse tax consequences that would
affect the limited partners if the Company's limited partnership interests were
to become publicly traded in the future, the general partner may, after final
regulations have been issued by the Internal Revenue Service, submit to a vote
of limited partners a proposal to amend the Company's agreement of limited
partnership to provide, among other things, (a) that Enex shall have the right
to refuse to recognize any transfer of limited partnership interests if it
believes that such transfer occurred on a secondary market or the substantial
equivalent thereof; and (b) that all assignors and assignees of the limited
partnership interests shall be required to represent to Enex that any transfer
of limited partnership interests did not, to the best of their knowledge, occur
on a secondary market or the substantial equivalent thereof.
Item 2. Description of Property
Presented below is a summary of the Company's property
acquisitions.
The CONCORD acquisition consists of working interests and royalty
interests in more than 10,600 wells in 137 counties in Texas, with very minor
interests in 12 other states. The Company acquired its interests effective
January 1987 for $2,276,254.
Effective August, 1990, the Company sold its interest in a small
field in the Concord Acquisition (the North Robertson Unit) for $24,310,
realizing a gain of $17,446.
Effective June 30, 1992, the Company sold its interest in a small
field in the Concord acquisition (the Spraberry Unit) for $13,747 realizing a
net gain of $7,924.
Effective September 30, 1993, the Company sold its interest in a
small field in the Concord acquisition (the Coleman Ranch unit) for $28,345,
realizing a net loss of $4,654.
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.
The Company retains working interests ranging from 0.01% to 1.22%
of the total Concord acquisition at December 31, 1996. The Concord acquisition
is operated by nearly 100 different oil and gas producers.
The LARTO LAKE acquisition consists of working interests in 12
wells in Catahoula Parish, Louisiana operated by Ambrit Energy Corp. The Company
acquired its interests effective July 1987, for $119,043. The Company owns
working interests ranging from 0.793% to 1.13% in the wells in the Larto Lake
acquisition at December 31, 1996.
I-3
<PAGE>
The BURNS POND, EAST acquisition consists of working interests in
5 producing wells in Union County, Arkansas. Enex has assumed the operation of
these wells. The Company acquired its interests effective July 1987, for
$405,000. Effective March 1, 1991, the Company sold its interests in the Burns
Pond, East Acquisition for $20,396, resulting in a net loss of $98,933.
Purchase price as used above is defined as the actual contract
price plus finders' fees, if applicable. Miscellaneous acquisition expenses,
subsequent capital items, etc. are not included.
Oil and Gas Reserves
For quantitative information regarding the Company's oil and gas
reserves, please see Supplementary Oil and Gas Information and related tables
which follow the Notes to Financial Statements in Item 7 of this report. The
Company has not filed any current oil and gas reserve estimates or included any
such estimates in reports to any federal or foreign governmental authority or
agency, including the Securities and Exchange Commission.
Proved oil and gas reserves reported herein are based on
engineering reports prepared by the petroleum engineering consulting firm of H.
J. Gruy and Associates, Inc. The reserves included in this report are estimates
only and should not be construed as exact quantities. Future conditions may
affect recovery of estimated reserves and revenue, and all reserves may be
subject to revision as more performance data become available. The proved
reserves used in this report conform to the applicable definitions promulgated
by the Securities and Exchange Commission. No major discovery or other favorable
or adverse event that could potentially cause a significant change in the
estimated proved reserves has occurred since December 31, 1996.
Net Oil and Gas Production
The following table shows for the years ended December 31, 1996
and 1995, the approximate production attributable to the Company's oil and gas
interests. The figures in the table represent "net production"; i.e., production
owned by the Company and produced to its interest after deducting royalty and
other similar interests. All production occurred in the United States.
1996 1995
---- ----
Crude oil and condensate (Bbls) . . . . . . . . 14,644 15,399
Natural gas (Mcf) . . . . . . . . . . . . . . . 22,134 20,143
I-4
<PAGE>
The following table sets forth the Company's average sales price
per barrel of oil, per Mcf of gas, and average production cost per unit produced
for the years ended December 31, 1996 and 1995. The average oil price and
production cost per equivalent barrel are higher than average market prices and
costs due to the payment of net profit royalties. The payment of such royalties
has no impact on the Company's net revenues or cash flows.
1996 1995
---- ----
Average sales prices per barrel of oil . . . . . $ 20.88 $ 16.53
Average sales price per Mcf of gas . . . . . . . 2.34 1.60
Average production cost per equivalent
barrel of production . . . . . . . . . . . . 4.98 5.67
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the
Company is a party.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
I-5
<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, 1997)
-------------------- ------------------------------
General Partner's Interests 1
Limited Partnership Interests 1,086
Dividends
The Company made cash distributions to partners of $15 and $8 per
$500 investment in 1996 and 1995, 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 1997.
II-1
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operations
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 1996 were $357,494 as compared with $286,789
in 1995. Oil and gas sales increased by $70,705 or 25% from 1995 to 1996. Oil
revenues increased by $51,122 or 20%. A 26% increase in average oil sales price
caused sales to increase by $63,602. This increase was partially offset by a 5%
decrease in oil production. Gas revenues increased by $19,583 or 61%. A 46%
increase in the average gas sales price increased sales by $16,397. A 10%
increase in gas production increased sales by an additional $3,186. The
increases in average oil and gas prices correspond with higher prices in the
overall market for the sale of oil and gas. The decrease in oil production was
primarily the result of natural production declines. The increase in gas
production was primarily due to enhanced production improvements made on the
Concord acquisition in 1995 and 1996.
Lease operating expenses were $71,412 in 1996 as compared with
$89,205 in 1995. Lease operating expenses decreased by $17,793 or 20% from 1995
to 1996. The decrease was primarily due to enhanced recovery costs incurred on
the Concord acquisition in 1995.
Depreciation and depletion expense was $78,531 in 1996 as compared
with $88,476 in 1995. Depreciation and depletion expense decreased by $9,945 or
11% from 1995 to 1996. A 9% decrease in the depletion rate reduced depreciation
and depletion expense by $7,953. The changes in production, noted above reduced
depreciation and depletion expense by an additional $1,992. The decrease in the
depletion rate was primarily the result of upward revisions of the oil and gas
reserves in December 1996.
General and administrative expenses were $38,968 in 1996 as
compared with $42,121 in 1995. General and administrative expenses decreased by
$3,153 or 7% from 1995 to 1996. The decrease was primarily the result of less
staff time being required to manage the Company's operations during 1996
partially offset by a $2,680 increase in direct expenses.
Capital Resources and Liquidity
The Company's cash flow from operations is a direct result of the
amount of the net proceeds realized from the sale of oil and gas production.
Accordingly, the changes in cash flow from 1995 to 1996 are 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 after repayment of debt to the Company's partners.
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 payment of debt obligations. The Company plans to repay the
amount owed to the general partner from such proceeds over a three year period.
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 provided by operating, financing and
investing activities to fund operations and to maintain a regular pattern of
distributions.
At December 31, 1996, the Company had no material commitments for
capital expenditures. The Company does not intend to engage in any significant
developmental drilling activity.
II-2
<PAGE>
Item 7. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Partners
Enex Oil & Gas Income
Program III - Series 3, L.P.:
We have audited the accompanying balance sheet of Enex Oil & Gas Income Program
III - Series 3, L.P. (a New Jersey limited partnership) as of December 31, 1996
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, 1996. These
financial statements are the responsibility of the general partner of Enex Oil &
Gas Income Program III - Series 3, 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
3, L.P. at December 31, 1996 and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Houston, Texas
March 18, 1997
II-3
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P.
BALANCE SHEET, DECEMBER 31, 1996
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<TABLE>
<CAPTION>
ASSETS
1996
-------------
CURRENT ASSETS:
<S> <C>
Cash $ 25,521
Accounts receivable - oil & gas sales 40,896
Other current assets 1,531
-------------
Total current assets 67,948
-------------
OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests and related equipment & facilities 2,647,173
Less accumulated depreciation and depletion 2,141,002
-------------
Property, net 506,171
-------------
TOTAL $ 574,119
=============
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 18,553
Payable to general partner 95,374
-------------
Total current liabilities 113,927
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PARTNERS' CAPITAL:
Limited partners 418,900
General partner 41,292
-------------
Total partners' capital 460,192
-------------
TOTAL $ 574,119
=============
</TABLE>
Number of $500 Limited Partner units outstanding 6,410
See accompanying notes to financial statements.
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II-4
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P.
STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995
------------------- -------------------
REVENUES:
<S> <C> <C>
Oil and gas sales $ 357,494 $ 286,789
------------------- -------------------
EXPENSES:
Depreciation and depletion 78,531 88,476
Lease operating expenses 71,412 89,205
Production taxes 19,896 17,087
General and administrative:
Allocated from general partner 30,015 35,848
Direct expense 8,953 6,273
------------------- -------------------
Total expenses 208,807 236,889
------------------- -------------------
NET INCOME $ 148,687 $ 49,900
=================== ===================
</TABLE>
See accompanying notes to financial statements.
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II-5
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
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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, 1995 $ 427,242 $ 23,727 $ 403,515 $ 63
CASH DISTRIBUTIONS (54,104) (5,409) (48,695) (8)
NET INCOME 49,900 13,838 36,062 6
------------------ ------------------ ----------------- -----------------
BALANCE, DECEMBER 31, 1995 423,038 32,156 390,882 61
CASH DISTRIBUTIONS (111,533) (13,586) (97,947) (15)
NET INCOME 148,687 22,722 125,965 19
------------------ ------------------ ----------------- -----------------
BALANCE, DECEMBER 31, 1996 $ 460,192 $ 41,292 $ 418,900 (1) $ 65
================== ================== ================= =================
</TABLE>
(1) Includes 1,315 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 III - SERIES 3, L.P.
STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995
------------------ -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 148,687 $ 49,900
------------------ -------------------
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and depletion 78,531 88,476
(Increase) decrease in:
Accounts receivable - oil & gas sales (17,745) (790)
Other current assets 4,418 2,008
Increase (decrease) in:
Accounts payable (6,156) 8,399
Payable to general partner (58,722) (51,669)
------------------ -------------------
Total adjustments 326 46,424
------------------ -------------------
Net cash provided by operating activities 149,013 96,324
------------------ -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions - development costs (25,465) (31,526)
------------------ -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions (111,533) (54,104)
------------------ -------------------
NET INCREASE IN CASH 12,015 10,694
CASH AT BEGINNING OF YEAR 13,506 2,812
------------------ -------------------
CASH AT END OF YEAR $ 25,521 $ 13,506
================== ===================
</TABLE>
See accompanying notes to financial statements.
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II-7
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P.
NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
- ----------------------------------------------------------------------------
1. PARTNERSHIP ORGANIZATION
Enex Oil & Gas Income Program III - Series 3, L.P. (the
"Company"), a New Jersey limited partnership, commenced
operations on February 10, 1987 for the purpose of acquiring
proved oil and gas properties. Total limited partner
contributions were $3,204,790, of which $32,048 was contributed
by Enex Resources Corporation ("Enex"), the general partner.
In accordance with the partnership agreement, the Company paid
commissions of $316,521 for solicited subscriptions to Enex
Securities Corporation, a subsidiary of Enex, and reimbursed Enex
for organization expenses of approximately $96,000.
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
II-8
<PAGE>
proved reserves. The acquisition costs of proved oil and gas
properties are capitalized and periodically assessed for
impairments.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standard ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," which requires certain assets to be reviewed for
impairment whenever events or circumstances indicate the carrying
amount may not be recoverable. Prior to this pronouncement, the
Company assessed properties on an aggregate basis. Upon adoption
of SFAS 121, the Company began assessing properties on an
individual basis, wherein total capitalized costs may not exceed
the property's fair market value. The fair market value of each
property was determined by H. J. Gruy and Associates, ("Gruy").
To determine the fair market value, Gruy estimated each
property's oil and gas reserves, applied certain assumptions
regarding price and cost escalations, applied a 10% discount
factor for time and certain discount factors for risk, location,
type of ownership interest, category of reserves, operational
characteristics, and other factors.
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-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, 1996:
<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 $ 148,687 $ 22,722 $ 125,965 $ 19
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which
were charged-off for federal
income tax purposes (13,403) (1,340) (12,063) (2)
Difference in depreciation,
depletion and amortization
computed for federal income
tax purposes and the amount
computed for financial
reporting purposes 9,934 - 9,934 2
------------------ ------------------ ----------------- ----------------------
Net income for federal
income tax purposes $ 145,218 $ 21,382 $ 123,836 $ 19
================== ================== ================= ======================
</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, 1996:
<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 $ 460,192 $ 41,292 $ 418,900 $ 65
Reconciling items:
Intangible drilling costs
capitalized for financial
reporting purposes which
were charged-off for federal
income tax purposes (188,730) (18,871) (169,859) (26)
Difference in accumulated
depreciation, depletion and
amortization for financial
reporting and federal income
tax purposes 48,331 - 48,331 8
Commissions and syndication
fees capitalized for federal
income tax purposes 316,521 - 316,521 49
------------------ ------------------ ----------------- ----------------------
Partners' capital for federal
income tax purposes $ 636,314 $ 22,421 $ 613,893 $ 96
================== ================== ================= ======================
</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, USA accounted for 18%
and 12%, respectively, of the Company's total sales in 1996.
Enron Oil Trading & Transportation Company, Amoco Production
Company and Exxon Company, USA accounted for 21%, 14%, and 11%
respectively, of the Company's total sales in 1995. No other
purchaser individually accounted for more than 10% of such sales.
II-11
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P.
SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
- ------------------------------------------------------------------------------
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, 1996. 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, 1995 75,731 11 100,637 14
Revisions of previous estimates 33,687 4 42,810 6
Production (15,399) (2) (20,143) (3)
-------------- ------------------ ----------------- -----------------
December 31, 1995 94,019 13 123,304 17
Revisions of previous estimates 13,955 2 33,857 5
Production (14,644) (2) (22,134) (3)
-------------- ------------------ ----------------- -----------------
December 31, 1996 93,330 13 135,027 19
============== ================== ================= =================
PROVED DEVELOPED RESERVES:
January 1, 1995 75,731 11 100,637 14
============== ================== ================= =================
December 31, 1995 94,019 13 123,304 17
============== ================== ================= =================
December 31, 1996 93,330 13 135,027 19
============== ================== ================= =================
</TABLE>
II-12
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not Applicable
II-13
<PAGE>
PART III
- ------------------------------------------------------------------------------
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The Company's sole General Partner is Enex Resources
Corporation, a Delaware corporation. The Company has no Directors or executive
officers. The Directors and executive officers of Enex are:
Gerald B. Eckley. Mr. Eckley, age 70, has served as a Director,
President and Chief Executive Officer of the General Partner since its formation
in 1979. He was employed by Shell Oil Company from 1951 to 1967 and served in
managerial capacities from 1959 to 1967. From 1967 to 1969, he was Director of
Fund Raising at the University of Oklahoma and from 1969 to 1971, was Vice
President of Land and Operations for Imperial American Management Company. In
1971, Mr. Eckley was a petroleum consultant and in 1972-1973 was General Counsel
and Executive Director of the Oil Investment Institute. From 1973 to 1974, he
was Manager of Oil Properties, Inc. and from 1974 to 1976, was Vice President,
Land and Joint Ventures for Petro-Lewis Corporation. From 1977 to August 1979,
Mr. Eckley was President of Eckley Energy, Inc., a company engaged in purchasing
and selling oil and gas properties. Mr. Eckley received an L.L.B. degree from
the University of Oklahoma in 1951 and a Juris Doctor degree from the University
of Oklahoma in 1970.
William C. Hooper, Jr. Mr. Hooper, age 59, has been a Director
of the General Partner since its formation in 1979 and is a member of the
General Partner's Audit and Compensation and Options Committees. In 1960 he was
a staff engineer in the Natural Gas Department of the Railroad Commission of
Texas, with principal duties involving reservoir units and gas proration. In
1961 he was employed by the California Company as a Drilling Engineer and
Supervisor. In 1963 he was employed as a Staff Engineer by California Research
Corporation and in 1964 rejoined the California Company as a project manager
having various duties involving drilling and reservoir evaluations. In 1966 he
was Executive Vice President for Moran Bros. Inc., coordinating and managing all
company activities, drilling operations, bidding and engineering. From 1970
until the present, he has been self-employed as a consulting petroleum engineer
providing services to industry and government and engaged in business as an
independent oil and gas operator and investor. From 1975 to 1987 he was also a
Director and President of Verna Corporation, a drilling contractor and service
organization. He received a B.S. degree in Petroleum Engineering in 1960 from
the University of Texas and an M.S. degree in Petroleum Engineering from that
same University in 1961.
Stuart Strasner. Mr. Strasner, age 67, was a Director of the
General Partner from its formation until October of 1986. He was reappointed to
the Board on April 19, 1990 to fill a vacancy. He is a member of the Audit
Committee. He is a professor of business law at Oklahoma City University and was
Dean of the law school at Oklahoma City University from July 1984 until June
1991. Prior to July 1984, Mr. Strasner was an attorney in private practice with
McCollister, McCleary, Fazio and Holliday in Oklahoma City, Oklahoma. From 1959
to 1974, he was employed by various banks, bank holding companies and an
insurance company in executive capacities. From 1974 to 1978, he was a
consultant to various corporations such as insurance companies, bank holding
companies and small business investment companies. From 1978 until late 1981, he
was Executive Director of the Oklahoma Bar Association, and from 1981 to 1983
was a Director and President of PRST Enterprises, Inc., a real estate
development company. Mr. Strasner holds an A.B. degree from Panhandle A&M
College, Oklahoma, and a J.D. degree from the University of Oklahoma. He is a
member of the Fellows of the American Bar Association and a member of the
Oklahoma
III-1
<PAGE>
Bar Association. Mr. Strasner is also a director of Health Images, Inc., a
public company which provides fixed site magnetic resonance imaging ("MRI")
services.
Martin J. Freedman. Mr. Freedman, age 72, was one of the General Partner's
founders and a member of its Board of Directors as well as a board member of
Enex Securities Corporation until June of 1986. He was reappointed to the Board
on April 19, 1990 to fill a vacancy. He is a member of the Compensation and
Options Committee. He is currently President of Freedman Oil & Gas Company,
engaged primarily in the management of its exploration and producing properties,
and the managing partner Martin J. Freedman & Company which has an interest in
approximately one hundred producing oil and/or gas wells. Mr. Freedman is a
lifetime member of the Denver Petroleum Club as well as being a lifetime member
of the Denver Association of Petroleum Landmen. He was an officer and Director
and/or founder of several former private and public companies. Mr. Freedman
entered the oil and gas business in 1954 when he joined Mr. Marvin Davis of the
Davis Oil Company. In 1956, he became President of Central Oil Corporation, a
company engaged in oil and gas exploration. From 1958 on, Mr. Freedman operated
as Martin J. Freedman Oil Properties and was President of Oil Properties, Inc.,
a private corporation. Mr. Freedman attended Long Island University and New York
University. He received a bachelor's degree in Psychology and also attended New
York University's graduate school.
James Thomas Shorney. Mr. Shorney, age 71, has been a Director
of the General Partner since April of 1990 and is a member of the Compensation
and Options Committee. He has been a petroleum consultant and
Secretary/Treasurer of the Shorney Company, a privately held oil and gas
exploration company, from 1970 to date. From 1970 to 1976, he also served as a
petroleum consultant in Land and Lease Research Analysis Studies for the GHK
Company. He was an oil and gas lease broker from 1962 to 1970 and employed by
Shell Oil Company in the Land Department from 1954 to 1962. Before joining Shell
Oil Company, he served as Public Information Officer in the U.S. Army Air Force
from 1950 to 1953 including attending Georgetown University Graduate School in
1952. Mr. Shorney graduated from the University of Oklahoma with a B.A. degree
in Journalism in 1950. From 1943 to 1945, he served in the U.S. Army Air Force
as an air crew member on a B-24 Bomber. Mr. Shorney is a member of the Oklahoma
City Association of Petroleum Landmen on which he has served as Director and
Secretary/Treasurer. He is an active member of the American Association of
Petroleum Landmen. In 1975, Mr. Shorney was first listed in the London Financial
Times' Who's Who in World Oil and Gas.
Robert D. Carl, III. Mr. Carl, age 43, was appointed a Director of the
General Partner on July 30, 1991 and is a member of the Audit Committee. He is
President, Chief Executive Officer and Chairman of the Board of Health Images,
Inc., a public company whose securities are traded on NYSE, which provides fixed
site magnetic resonance imaging ("MRI") services. From 1978 to 1981, Mr. Carl
also served as President of Carl Investment Associates, Inc. a registered
investment advisor. In 1981, Mr. Carl joined Cardio-Tech, Inc., as general
counsel and as an officer and Director. Upon the sale and reorganization of
Cardio-Tech, Inc. into Cardiopul Technologies in 1982, he served as its
Executive Vice President and as a Director. In March, 1985 he was elected
President, Chief Executive Officer and Chairman of Cardiopul Technologies which
spun off its non-imaging medical services business and changed its name to
Health Images, Inc. Mr. Carl received a B.A. in History from Franklin and
Marshall College, Lancaster, Pennsylvania in 1975 and a J.D. from Emory
University School of Law, Atlanta, Georgia in 1978. Mr. Carl is a trustee of
Franklin & Marshall College and is a member of the State Bar of Georgia.
III-2
<PAGE>
On January 4, 1996, the SEC filed a complaint in the United
States District Court for the District of Columbia against Mr. Carl alleging
that Mr. Carl violated Section 16(a) of the Securities Exchange Act of 1934
("Exchange Act"), and Rule 16a-2 and 16a-3 (and former Rule 16a-1) thereunder,
by failing to timely file reports concerning thirty-eight securities
transactions in his mother's brokerage accounts involving shares of Health
Images, Inc. stock. The SEC took the position that because Mr. Carl (1) provided
substantial financial support to his mother, (2) commingled his mother's assets
with his own, (3) provided a substantial portion of the funds used to purchase
the shares in question, and (4) received from his mother a substantial portion
of the sales proceeds, he, therefore, had a pecuniary interest in, and was a
beneficial owner of, the shares in question.
In response to the SEC's action, Mr. Carl disgorged to Health
Images, Inc. approximately $92,400 in short-swing profits from the trading in
his mother's account, plus interest thereon of approximately $52,600. The SEC
further requested the court to impose a $10,000 civil penalty against Mr. Carl
pursuant to Section 21(d)(3) of the Exchange Act. Without admitting or denying
the allegations in the complaint, Mr. Carl consented to the entry of a final
judgement imposing the $10,000 penalty. On January 12, 1996, a federal judge
entered the final judgement in this matter, and Mr. Carl has since filed amended
reports on Forms 4 and 5 reflecting these transactions in his mother's accounts.
In relation to the same matter, the SEC has issued an
administrative Order pursuant to Section 21C of the Exchange Act against Mr.
Carl, finding that he violated Section 16(a) and the rules thereunder and
requiring him to cease and desist from committing or causing any violation or
future violation of those provisions. Without admitting or denying allegations
in the SEC's Order, Mr. Carl consented to the entry of the Order.
Robert E. Densford. Mr. Densford, age 39, was appointed a Director of the
General Partner on September 11, 1991. He joined the General Partner as
Controller on May 1, 1985 and became Vice President-Finance, Secretary and
Treasurer on March 1, 1989. From January 1983 to April 1985, he was Senior
Accountant for Deloitte Haskins & Sells in Houston, Texas, auditing both closely
held and publicly owned oil and gas companies. From September 1981 to December
1982, he was a staff accountant for Coopers & Lybrand in Houston. Mr. Densford
is a C.P.A. and holds a B.B.A. degree in Accounting and an M.S. degree in Oil
and Gas Accounting from Texas Tech University and is a member of the American
Institute of Certified Public Accountants and the Texas Society of Certified
Public Accountants.
James A. Klein. Mr. Klein, age 33, joined the General Partner as Controller
in February 1991. In June 1993, he was appointed President and Principal of Enex
Securities Corporation. From June 1988 to February 1991, he was employed by
Positron Corporation in Houston. From July 1987 to May 1988, he was employed by
Transworld Oil Company in Houston and from September 1985 until July 1987, he
was an accountant with Deloitte Haskins & Sells in Houston, Texas, auditing oil
and gas and oil service companies. Mr. Klein is a Certified Public Accountant
and holds a B.A. in Accounting (1985) from the University of Iowa. He is a
member of the American Institute of Certified Public Accountants and the Iowa
Society of Certified Public Accountants.
Item 10. Executive Compensation
The Company has no Directors or executive officers.
The Company does not pay a proportional or fixed share of the
compensation paid to the officers of the General Partner.
III-3
<PAGE>
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. The Company incurred $30,015 and $35,848 of such
administrative costs payable to the General Partner in 1996 and 1995,
respectively.
Item 11. Security Ownership of Certain Beneficial Owners and Management
$500 Limited
Name of Partner Units Percent
Title of Class Beneficial Owner Owned Directly of Class
Limited Partner Enex Resources 1,315 20.5182%
Item 12. Certain Relationships and Related Transactions
See the Statements of Operations included in the Financial
Statements in Item 7 of this report for information concerning general and
administrative costs incurred by Enex and allocated to the Company, and Note 1
to such Financial Statements for information concerning payments to Enex
Securities Corporation, a wholly owned subsidiary of Enex and to Enex for
certain offering and organization expenses incurred by the Company.
Item 13. Exhibits and Reports on Form 8-K
Sequential
Page No.
----------------
(a) Exhibits
(3) a. Certificate of Limited Partnership, as
amended. Incorporated by reference
to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1987.
b. Amended Agreement of Limited Partnership.
Incorporated by reference to
Exhibit 3(a) to Post-Effective Amendment
No. 1 to the Registration
Statement on Form S-1 (No. 33-4755) of
Enex Oil and Gas Income
Program III filed with the Securities
and Exchange Commission on April 10,
1986.
(4) Not Applicable
(10) Not Applicable
III-4
<PAGE>
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(18) Not Applicable
(19) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Not Applicable
(25) Not Applicable
(28) Not Applicable
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter
of the period covered by this report.
III-5
<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 III-
SERIES 3, L.P.
By: ENEX RESOURCES CORPORATION
the General Partner
March 18, 1997 By: /s/ G. B. Eckley
--------------------
G. B. Eckley, President
In accordance with the Exchange Act, this report has been
signed below on March 18, 1997, 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> 0000814780
<NAME> ENEX OIL & GAS INCOME PROGRAM III - SERIES 3, L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> dec-31-1997
<PERIOD-START> jan-01-1997
<PERIOD-END> dec-31-1997
<CASH> 25521
<SECURITIES> 0
<RECEIVABLES> 40896
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 67948
<PP&E> 2647173
<DEPRECIATION> 2141002
<TOTAL-ASSETS> 574119
<CURRENT-LIABILITIES> 113927
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 460192
<TOTAL-LIABILITY-AND-EQUITY> 574119
<SALES> 357494
<TOTAL-REVENUES> 357494
<CGS> 169839
<TOTAL-COSTS> 208807
<OTHER-EXPENSES> 38968
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 148687
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
