ENEX 88 89 INCOME & RETIREMENT FUND SERIES 7 L P
10QSB/A, 1996-11-07
CRUDE PETROLEUM & NATURAL GAS
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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                                   FORM 10-QSB/A
    


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

                  For the quarterly period ended June 30, 1996

                                       OR

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

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

                         Commission file number 0-18396

             ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.
        (Exact name of small business issuer as specified in its charter)

                New Jersey                            76-0259724
      (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) has filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                 Yes x      No

Transitional Small Business Disclosure Format (Check one):

                                 Yes        No x


<PAGE>


                              PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.
BALANCE SHEET
- -----------------------------------------------------------------------------

                                                       JUNE 30,
ASSETS                                                   1996
                                                  -------------------

CURRENT ASSETS:
<S>                                                 <C>
  Cash ..........................................   $   16,686
  Accounts receivable - oil & gas sales .........        9,948
                                                    ----------

Total current assets ............................       26,634
                                                    ----------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests ............................    1,341,371
  Less  accumulated depletion ...................      963,947
                                                    ----------

Property, net ...................................      377,424
                                                    ----------

TOTAL ...........................................   $  404,058
                                                    ==========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .............................   $       32
   Payable to general partner ...................       14,470
                                                    ----------

Total current liabilities .......................       14,502
                                                    ----------

PARTNERS' CAPITAL:
   Limited partners .............................      379,598
   General partner ..............................        9,958
                                                    ----------

Total partners' capital .........................      389,556
                                                    ----------

TOTAL ...........................................   $  404,058
                                                    ==========

   
Number of $500 Limited Partner units outstanding         3,089   
    

</TABLE>

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

                                       I-1
<PAGE>

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


Second Quarter 1995 Compared to Second Quarter 1996

Oil and gas sales for the  second  quarter  increased  to  $39,215  in 1996 from
$27,483  in 1995.  This  represents  an  increase  of $11,732  (43%).  Oil sales
increased  by $251 or 3%. A 12%  increase  in the  average  net oil sales  price
increased sales by $945. This increase was partially offset by an 8% decrease in
oil  production.  Gas sales  increased  by $11,481 or 38%. A 15% increase in gas
production  increased sales by $2,809.  A 40% increase in average net gas prices
increased  sales by an additional  $8,672.  The decrease in oil  production  was
primarily  the  result of  natural  production  declines.  The  increase  in gas
production was due to higher production from the Wardner Ranch acquisition which
was shut-in  for a rework  during the second  quarter  of 1995.  The  changes in
average net sales prices  correspond  with changes in the overall market for the
sale of oil and gas.

   
Depletion  expense  increased  to  $18,861  in the  second  quarter of 1996 from
$17,490 in the second  quarter of 1995.  This  represents  an increase of $1,371
(8%). The changes in production,  noted above,  increased  depletion  expense by
$1,590.  This  increase was  partially  offset by a 1% decrease in the depletion
rate.  The decrease in the depletion  rate was primarily the result of an upward
revision of the oil reserves during December 1995, partially offset by a
downward revision of the gas reserves during December 1995.
    

General and  administrative  expenses increased to $3,483 in 1996 from $3,105 in
1995.  This  increase  of $378 (12%) is  primarily  due to more staff time being
required to manage the Company's operations.

First Six Months in 1995 Compared to First Six Months in 1996

Oil and gas sales for the first six  months  increased  to  $70,620 in 1996 from
$54,194  in 1995.  This  represents  an  increase  of $16,426  (30%).  Oil sales
decreased by $1,748 or 10%. A 16% decrease in oil  production  reduced  sales by
$2,846.  This decrease was partially  offset by a 7% increase in the average net
oil sales  price.  Gas sales  increased  by $18,174 or 50%. A 5% increase in gas
production  increased sales by $1,860.  A 43% increase in average net gas prices
increased  sales by an additional  $16,314.  The decrease in oil  production was
primarily  the  result of  natural  production  declines.  The  increase  in gas
production was due to higher production from the Wardner Ranch acquisition which
was shut-in for a rework in the second  quarter of 1995.  The changes in average
net sales prices  correspond  with changes in the overall market for the sale of
oil and gas.


Depletion  expense  decreased  to  $35,287  in the first six months of 1996 from
$36,179  in the first six months of 1995.  This  represents  a decrease  of $892
(2%). The changes in production,  noted above, reduced depletion expense by $70.
A 2% decrease in the depletion rate reduced  depletion  expense by an additional
$822. The decrease in the depletion rate was a result of an upward

                                      I-5
<PAGE>


   
revision of the oil reserves during December 1995, partially offset by a
downward revision of the gas reserves during December 1995.
    

General and  administrative  expenses increased to $7,900 in 1996 from $5,613 in
1995.  This  increase of $2,287 (41%) is primarily  due to more 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  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  cash  flow  to the
Company's partners.  The Company's "available cash flow" is essentially equal to
the net amount of cash provided by operating activities.
    

The Company will continue to recover its reserves and  distribute to the limited
partners  the net  proceeds  realized  from the sale of oil and gas  production.
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 to fund  operations  and to  maintain a
regular pattern of distributions.

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


                                       I-6

<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                          ENEX 88-89 INCOME AND RETIREMENT
                                               FUND - SERIES 7, 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




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




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