- --------------------------------------------------------------------
- --------------------------------------------------------------------
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 0-18396
ENEX 88-89 INCOME AND RETIREMENT FUND - Series 7, L.P.
(Name of small business issuer in its charter)
New Jersey 76-0259724
(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. $106,571
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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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 250
Dividends
The Company made cash distributions to partners of $12 and $30 per
$500 investment in 1995 and 1994, 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 1996.
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 decreased to $106,571 in 1995 from $137,665 in
1994. This represents a decrease of $31,094 or 23%. Oil sales decreased by $972
or 3%. A 6% decrease in oil production caused revenues to decrease by $1,843.
This decrease was partially offset by a 3% increase in average oil net sales
prices. Gas sales decreased by $30,122 or 29%. A 15% decrease in gas production
reduced sales by $15,422. A 16% decrease in average gas net sales prices reduced
sales by an additional $14,700. The decreases in oil and gas production were
primarily the result of natural production declines. 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 $69,371 in 1995 from $108,304 in
1994. This represents a decrease of $38,933 or 36%. The changes in production,
noted above, reduced depletion expense by $13,734. A 27% decrease in the
depletion rate reduced depletion expense by an additional $25,199. The decrease
in the depletion rate was due to an upward revision of oil reserves during 1995,
partially offset by a downward revision of the gas reserves during 1995.
General and administrative expenses decreased to $12,850 in 1995
from $17,002 in 1994. This decrease of $4,152 or 24% was primarily due to a
$4,997 decrease in direct costs incurred by the Company in 1995, partially
offset by more staff time being required to manage the Company's operations. The
decrease in direct expenses was due to lower audit and tax preparation fees
incurred by the Company in 1995.
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 the oil and gas production
after payment of debt obligations. Accordingly, the changes in cash flow from
operations 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 provided by
operating, financing and investing activities to the Company's partners.
Distributions decreased from 1994 to 1995 due to the lower revenues received by
the Company in 1995, as noted above.
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.
The Company plans to repay the amount owed to the general partner 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 to fund operations and to
maintain a regular pattern of distributions.
II-2
<PAGE>
Item 7. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Partners
Enex 88-89 Income and Retirement Fund Series 7, L.P.:
We have audited the accompanying balance sheet of Enex 88-89 Income and
Retirement Fund -Series 7, 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 88-89 Income and Retirement Fund - Series 7, 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 88-89 Income and Retirement Fund -
Series 7, 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-3
<PAGE>
<TABLE>
<CAPTION>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.
BALANCE SHEET, DECEMBER 31, 1995
- ------------------------------------------------------------------------------
ASSETS
1995
--------------
CURRENT ASSETS:
<S> <C>
Cash $ 9,004
Accounts receivable - oil & gas sales 8,362
--------------
Total current assets 17,366
--------------
OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests and related equipment & facilities 1,341,371
Less accumulated depreciation and depletion 928,660
--------------
Property, net 412,711
--------------
TOTAL $ 430,077
==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 1,058
Payable to general partner 39,220
--------------
Total current liabilities 40,278
--------------
PARTNERS' CAPITAL (DEFICIT):
Limited partners 382,506
General partner 7,293
--------------
Total partners' capital 389,799
--------------
TOTAL $ 430,077
==============
Number of $500 Limited Partner units outstanding 3,089
</TABLE>
See accompanying notes to financial statements.
- ------------------------------------------------------------------------------
II-4
<PAGE>
ENEX 88-89 INCOME AND RETIREMENT FUND - SERIES 7, L.P.
NOTES TO FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
1. PARTNERSHIP ORGANIZATION
Enex 88-89 Income and Retirement Fund Series 7, L.P. (the
"Company"), a New Jersey limited partnership, commenced operations
on February 28, 1990 for the purpose of acquiring non-operating
interests in producing oil and gas properties. Total limited
partner contributions were $1,544,485, of which $15,445 was
contributed by Enex Resources Corporation ("Enex"), the general
partner.
In accordance with the partnership agreement, the Company paid
syndication fees and due diligence expenses of $158,296 for
solicited subscriptions to Enex Securities Corporation, a
subsidiary of Enex, and reimbursed Enex for organization expenses
of approximately $46,000.
The Company owns only non-operating interests in producing oil and
gas properties. Such interests typically entitle the Company to
receive its pro rata share of net profits and royalties from the
underlying properties without obligating the Company to develop or
operate the properties or directly bear any share of development or
operating costs.
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%
Revenues from temporary investment
of partnership capital 100%
Revenues from producing properties 10% 90%
At the point in time when the cash distributions to the limited
partners equal their subscriptions ("payout"), revenues from
producing properties and general and administrative 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. 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
II-8
<PAGE>
capitalized and periodically assessed for impairments.
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.
Organization Costs - Organization costs are being amortized on a
straight-line basis over a five-year period.
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-9
<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
Union Pacific Resources accounted for 97% of the Company's total
sales in 1995. Union Pacific Resources accounted for 98% of the
Company's total sales in 1994.
II-11
<PAGE>
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not Applicable
II-13
<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 88-89 INCOME AND RETIREMENT
FUND - SERIES 7, 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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000862023
<NAME> ENEX 88-89 INCOME & RETIREMENT FUND-SERIES 3, 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> 9004
<SECURITIES> 0
<RECEIVABLES> 8362
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17366
<PP&E> 1341371
<DEPRECIATION> 928660
<TOTAL-ASSETS> 430077
<CURRENT-LIABILITIES> 40278
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 389799
<TOTAL-LIABILITY-AND-EQUITY> 430077
<SALES> 106571
<TOTAL-REVENUES> 106571
<CGS> 89728
<TOTAL-COSTS> 102578
<OTHER-EXPENSES> 12850
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3993
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
