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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT III
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from...............to...............
Commission file number 0-16553
ENEX OIL & GAS INCOME PROGRAM III - Series 5, L.P.
(Name of small business issuer in its charter)
New Jersey 76-0214445
(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. $ 312,547
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2 of the Exchange
Act):
Not Applicable
Documents Incorporated By Reference:
None
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<PAGE>
PART II
Item 5. Market for Common Equity and Related Security Holder Matters
Market Information
There is no established public trading market for the Company's
outstanding limited partnership interests.
Number of Equity Security Holders
Number of Record Holders
Title of Class (as of March 1, 1996)
----------------- ----------------------------
General Partner's Interests 1
Limited Partnership Interests 1,771
Dividends
The Company made cash distributions to partners of $4 and $8 per $500
investment in 1995 and 1994 respectively. The Company discontinued the payment
of distributions in the third quarter of 1995. Future distributions are
dependent upon, among other things, an increase in the prices received for oil
and gas. The Company will continue to recover its reserves and reduce
obligations in 1996. Based upon current projected cash flows from its property,
it does not appear that the Company will have sufficient net cash flow after
debt service to pay distributions.
II-1
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
This discussion should be read in conjunction with the financial
statements of the Company and the notes thereto included in this Form 10-KSB.
Oil and gas sales in 1995 were $312,547 as compared with $374,421 in
1994. This represents a decrease of $61,874 or 17%. Oil sales decreased by
$43,088 or 14%. A 23% decline in oil production caused sales to decrease by
$71,218. This decrease was partially offset by a 12% increase in the average oil
sales price. Gas sales decreased by $18,786 or 26%. A 17% decrease in gas
production reduced sales by $11,976, while a 12% decrease in the average gas
sales price lowered sales by an additional $6,810. The lower oil production was
primarily the result of the shut-in of production in August, 1995, from the
Corkscrew acquisition in Florida due to hurricane damage. The decrease in gas
production was primarily a result of natural production declines which were
especially pronounced on the RIC acquisition. The changes in average oil and gas
sales prices correspond with changes in the overall market for the sale of oil
and gas.
Lease operating expenses increased to $191,678 in 1995, from
$187,056 in 1994. The increase of $4,622 or 2% was primarily a result of
workover expenses incurred on the Corkscrew acquisition to repair hurricane
damage in 1995.
Depreciation and depletion expense decreased to $87,220 in 1995 from
$109,477 in 1994. This represents a decrease of $22,257 or 20%. The changes in
production, noted above, caused depreciation and depletion expense to decrease
by $24,207. This decrease was partially offset by a 2% increase in the depletion
rate. The depletion rate increase was primarily due to downward revisions of the
oil reserves during 1995, partially offset by upward revisions of the gas
reserves during 1995.
Effective October 1, 1995, the Company sold its interest in the Kidd
#1 well in the Enexco acquisition to Humphrey Oil Co. for $54,600. A gain from
the sale of $48,589 was recognized by the Company. The impact of this sale on
current and future revenues is not expected to be material, as such interests
represented approximately 2% of historical and future net revenues.
General and administrative expenses decreased to $52,387 in 1995
from $60,664 in 1994. The decrease of $8,277 or 14% was primarily due to less
staff time being required to manage the Company's operations.
Capital Resources and Liquidity
The Company's cash flow from operations is a direct result of the
amount of net proceeds from the sale of oil and gas production after payment of
its debt obligations. Accordingly, the changes in cash flow from 1994 to 1995
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 to the Company's partners.
II-2
<PAGE>
The Company discontinued the payment of distributions in the third
quarter of 1995. Future distributions are dependent upon among other things, an
increase in the prices received for oil and gas. The Company will continue to
recover its reserves and reduce its obligations in 1996. The Company does not
intend to purchase additional properties or fund extensive development of
existing oil and gas properties, and as such; has no long-term liquidity needs.
The Company's projected cash flows from operations will provide sufficient
funding to pay its operating expenses and debt obligations. The general partner
does not intend to accelerate the repayment of the debt beyond the cash flow
provided by operating, financing and investing activities. The Company plans to
repay the amount owed to the general partner over a five year period. Based upon
current projected cash flows from its property, it does not appear that the
Company will have sufficient cash to pay distributions and pay its operating
expenses, and meet its debt obligations in the next twelve months.
At December 31, 1995, the Company had no material commitments for
capital expenditures. The Company does not intend to engage in any significant
developmental drilling activity.
II-3
<PAGE>
Item 7. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Partners
Enex Oil & Gas Income
Program III - Series 5, L.P.:
We have audited the accompanying balance sheet of Enex Oil & Gas Income Program
III - Series 5, L.P. (a New Jersey limited partnership) as of December 31, 1995
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, 1995. These
financial statements are the responsibility of the general partner of Enex Oil &
Gas Income Program III - Series 5, 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
5, L.P. at December 31, 1995 and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Houston, Texas
March 18, 1996
II-4
<PAGE>
<TABLE>
<CAPTION>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 5, L.P.
BALANCE SHEET, DECEMBER 31, 1995
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ASSETS
1995
--------------
CURRENT ASSETS:
<S> <C>
Cash $ 13,280
Accounts receivable - oil & gas sales 26,632
Other current assets 3,415
--------------
Total current assets 43,327
--------------
OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests and related equipment & facilities 3,554,081
Less accumulated depreciation and depletion 3 203,759
--------------
Property, net 350,322
--------------
TOTAL $ 393,649
==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 33,144
Payable to general partner 167,133
--------------
Total current liabilities 200,277
--------------
PARTNERS' CAPITAL (DEFICIT):
Limited partners 165,893
General partner 27,479
--------------
Total partners' capital 193,372
--------------
TOTAL $ 393,649
==============
Number of $500 Limited Partner units outstanding 10,797
</TABLE>
See accompanying notes to financial statements.
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II-5
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 5, L.P.
STATEMENTS OF OPERATIONS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
1995 1994
----------- -----------
REVENUES:
<S> <C> <C>
Oil and gas sales $ 312,547 $ 374,421
----------- -----------
EXPENSES:
Depreciation and depletion 87,220 109,477
Lease operating expenses 191,678 187,056
Production taxes 16,917 20,930
General and administrative:
Allocated from general partner 43,150 51,440
Direct expense 9,237 9,224
----------- -----------
Total expenses 348,202 378,127
----------- -----------
LOSS FROM OPERATIONS (35,655) (3,706)
----------- -----------
OTHER INCOME:
Gain from sale of property 48,589 -
----------- -----------
NET INCOME (LOSS) $ 12,934 $ (3,706)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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II-6
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 5, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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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, 1994 326,545 21,129 $ 305,416 $ 28
CASH DISTRIBUTIONS (96,892) (9,690) (87,202) (8)
NET INCOME (LOSS) (3,706) 10,577 (14,283) (1)
---------- --------- ---------- ----------
BALANCE, DECEMBER 31, 1994 225,947 22,016 203,931 19
CASH DISTRIBUTIONS (45,509) (4,552) (40,957) (4)
NET INCOME 12,934 10,015 2,919 -
---------- --------- ---------- ----------
BALANCE, DECEMBER 31, 1995 193,372 27,479 $ 165,893 (1) $ 15
========== ========= ========== ==========
</TABLE>
(1) Includes 1,814 units purchased by the general partner as a limited partner.
See accompanying notes to financial statements.
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II-7
<PAGE>
ENEX OIL AND GAS INCOME PROGRAM III - SERIES 5, L.P.
STATEMENTS OF CASH FLOWS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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<TABLE>
<CAPTION>
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ 12,934 $ (3,706)
---------- ----------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Depreciation and depletion 87,220 109,477
Gain from sale of property (48,589) -
(Increase) decrease in:
Accounts receivable - oil & gas sales 13,129 (7,810)
Other current assets (1,451) (1,763)
Increase (decrease) in:
Accounts payable 7,559 (19,654)
Payable to general partner (62,092) 38,250
---------- ----------
Total adjustments (4,224) 118,500
---------- ----------
Net cash provided by operating activities 8,710 114,794
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property 54,600 -
Property additions - development costs (14,953) (20,175)
---------- ----------
Net cash provided (used) by investing activities 39,647 (20,175)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions (45,509) (96,892)
---------- ----------
NET INCREASE (DECREASE) IN CASH 2,848 (2,273)
CASH AT BEGINNING OF YEAR 10,432 12,705
---------- ----------
CASH AT END OF YEAR $ 13,280 $ 10,432
========== ==========
</TABLE>
See accompanying notes to financial statements.
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II-8
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - Series 5, L.P.
NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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1. PARTNERSHIP ORGANIZATION
Enex Oil & Gas Income Program III - Series 5, L.P. (the "Company"),
a New Jersey limited partnership, commenced operations on August
11, 1987 for the purpose of acquiring proved oil and gas
properties. Total limited partner contributions were $5,398,602, of
which $53,986 was contributed by Enex Resources Corporation
("Enex"), the general partner.
In accordance with the partnership agreement, the Company paid
commissions of $517,721 for solicited subscriptions to Enex
Securities Corporation, a subsidiary of Enex, and reimbursed Enex
for organization expenses of approximately $162,000.
Information relating to the allocation of costs and revenues
between Enex, as general partner, and the limited partners is as
follows:
Limited
Enex Partners
------ ----------
Commissions and selling expenses 100%
Company reimbursement of organization
expense 100%
Company property acquisition 100%
General and administrative costs 10% 90%
Costs of drilling and completing
development wells 10% 90%
Revenues from temporary investment of
partnership capital 100%
Revenues from producing properties 10% 90%
Operating costs (including general and
administrative costs associated with
operating producing properties) 10% 90%
At the point in time when the cash distributions to the limited
partners equal their subscriptions ("payout"), the costs of
drilling and completing development wells, revenues from producing
properties, general and administrative costs and operating costs
will be allocated 15% to the general partner and 85% to the limited
partners.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Oil and Gas Properties - The Company uses the successful efforts
method of accounting for its oil and gas operations. Under this
method, the costs of all development wells are capitalized.
Capitalized costs are amortized on the units-of-production method
based on estimated total proved reserves. The acquisition costs of
proved oil and gas properties are capitalized and periodically
assessed for impairments.
II-9
<PAGE>
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long Lived Assets and for Long-Lived Assets to Be
Disposed Of." This statement requires that long-lived assets and
certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable.
The Company has not determined the effect, if any, on its financial
position or results of operations which may result from the
adoption of this statement in the first quarter of 1996.
The Company's operating interests in oil and gas properties are
recorded using the pro rata consolidation method pursuant to
Interpretation 2 of Accounting Principles Board Opinion 18.
Cash Flows - The Company has presented its cash flows using the
indirect method and considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
General and Administrative Expenses - The Company reimburses the
General Partner for direct costs and administrative costs incurred
on its behalf. Administrative costs allocated to the Company are
computed on a cost basis in accordance with standard industry
practices by allocating the time spent by the General Partner's
personnel among all projects and by allocating rent and other
overhead on the basis of the relative direct time charges.
Uses of Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contigent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
3. FEDERAL INCOME TAXES
General - The Company is not a taxable entity for federal income
tax purposes. Such taxes are liabilities of the individual partners
and the amounts thereof will vary depending on the individual
situation of each partner. Accordingly, there is no provision for
income taxes in the accompanying financial statements.
II-10
<PAGE>
Set forth below is a reconciliation of net income as reflected in the
accompanying financial statements and net income (loss) for federal income tax
purposes for the year ended December 31, 1995:
<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 $ 12,934 $ 10,015 $ 2,919 $ -
Reconciling items:
Intangible drilling costs capitalized
for financial reporting purposes
which were charged-off for
federal income tax purposes (2,798) (280) (2,518) -
Difference in depreciation, depletion
and amortization computed for
federal income tax purposes and
the amount computed for
financial reporting purposes (77,878) - (77,878) (7)
Difference in gain on property sales for
federal income tax purposes and
the amount computed for financial
reporting purposes 1,553 (4,859) 6,412 1
--------- ---------- ---------- --------------
Net income (loss) for federal
income tax purposes $(66,189) $ 4,876 $ (71,065) $ (6)
========= ========== ========== ==============
</TABLE>
Net income (loss) 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, 1995:
<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 $ 193,372 $ 27,479 $ 165,893 $ 15
Reconciling items:
Intangible drilling costs capitalized
for financial reporting purposes
which were charged-off for
federal income tax purposes (203,923) (20,396) (183,527) (17)
Difference in accumulated depreciation
depletion and amortization for
financial reporting and federal
income tax purposes 353,712 - 353,712 33
Accumulated difference in property
sales for financial reporting purposes
and for federal income tax purposes 1,553 (4,859) 6,412 1
Commissions and syndication
fees capitalized for federal
income tax purposes 517,721 - 517,721 48
---------- ---------- ---------- ----------------
Partners' capital for federal
income tax purposes $ 862,435 $ 2,224 $ 860,211 $ 80
========== ========== ========== ================
</TABLE>
II-11
<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 five year
period.
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
Sunniland Pipe Line Company and American Exploration Company accounted
for 25% and 23%, respectively, of the total oil and gas sales in 1995.
Sunniland Pipe Line Company and American Exploration Company accounted
for 26% and 22%, respectively, of the total oil and gas sales in 1994.
No other purchaser individually accounted for more than 10% of such
sales.
7. SALE OF PROPERTY
Effective October 1, 1995, the Company sold its interest in the Kidd #1
well in the Enexco acquisition to Humphrey Oil Co. for $54,600. A gain
from the sale of $48,589 was recognized by the Company.
II-12
<PAGE>
ENEX OIL & GAS INCOME PROGRAM III - SERIES 5, L.P.
SUPPLEMENTARY OIL AND GAS INFORMATION
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
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, 1995. 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, 1994 111,473 9 114,127 9
Revisions of previous estimates 33,658 3 34,968 3
Production (25,352) (2) (38,971) (3)
December 31, 1994 119,779 10 110,124 9
Revisions of previous estimates (20,505) (2) 22,157 2
Sales of minerals in place (2,186) - (454) -
Production (19,400) (2) (32,430) (3)
December 31, 1995 77,688 6 99,397 8
PROVED DEVELOPED RESERVES:
January 1, 1994 111,473 9 114,127 9
December 31, 1994 119,779 10 110,124 9
December 31, 1995 77,688 6 99,397 8
</TABLE>
II-13
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not Applicable
II-14
<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 5, L.P.
By: ENEX RESOURCES CORPORATION
the General Partner
December 23, 1996 By: /s/ G. B. Eckley
-------------------
G. B. Eckley, President
In accordance with the Exchange Act, this report has been
signed below on December 23, 1996, by the following persons in the capacities
indicated.
ENEX RESOURCES CORPORATION General Partner
By: /s/ G. B. Eckley
------------------------
G. B. Eckley, President
/s/ G. B. Eckley
President, Chief Executive
------------------ Officer and Director
G. B. Eckley
/s/ R. E. Densford Vice President, Secretary, Treasurer,
Chief Financial Officer and Director
-------------------
R. E. Densford
/s/ James A. Klein Controller and Chief Accounting Officer
-----------------
James A. Klein
S-1
<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> 0000825247
<NAME> ENEX OIL & GAS INCOME PROGRAM III - SERIES 5, L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-START> jan-01-1996
<PERIOD-END> dec-31-1996
<CASH> 13280
<SECURITIES> 0
<RECEIVABLES> 26632
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 43327
<PP&E> 3554081
<DEPRECIATION> 3203759
<TOTAL-ASSETS> 393649
<CURRENT-LIABILITIES> 200277
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 193372
<TOTAL-LIABILITY-AND-EQUITY> 393649
<SALES> 312547
<TOTAL-REVENUES> 312547
<CGS> 295815
<TOTAL-COSTS> 348202
<OTHER-EXPENSES> 52387
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12934
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
