ENEX 90-91 INCOME & RETIREMENT FUND SERIES 2 LP
10QSB, 1996-08-14
CRUDE PETROLEUM & NATURAL GAS
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                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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

                  For the quarterly period ended 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 0-19033

              ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2 L.P.
        (Exact name of small business issuer as specified in its charter)

              New Jersey                              76-0299898
    (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 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.
BALANCE SHEET
- -------------------------------------------------------------------------

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

CURRENT ASSETS:
<S>                                                 <C>
  Cash ..........................................   $ 11,488
  Accounts receivable - oil & gas sales .........     18,419
                                                    --------

Total current assets ............................     29,907
                                                    --------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests ............................    894,954
  Less  accumulated depletion ...................    652,509
                                                    --------

Property, net ...................................    242,445
                                                    --------

TOTAL ...........................................   $272,352
                                                    ========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .............................   $    280
   Payable to general partner ...................     20,506
                                                    --------

Total current liabilities .......................     20,786
                                                    --------

NONCURRENT PAYABLE TO GENERAL PARTNER ...........     41,013
                                                    --------

PARTNERS' CAPITAL:
   Limited partners .............................    207,230
   General partner ..............................      3,323
                                                    --------

Total partners' capital .........................    210,553
                                                    --------

TOTAL ...........................................   $272,352
                                                    ========

</TABLE>





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

                                       I-1

<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------


(UNAUDITED)                        QUARTER ENDED        SIX MONTHS ENDED
                               ---------------------  -------------------

                                JUNE 30,    JUNE 30,  JUNE 30,   JUNE 30,
                                  1996        1995      1996       1995
                               ---------   ---------  --------  ---------

REVENUES:
<S>                            <C>        <C>         <C>         <C>
  Oil and gas sales ........   $ 22,993   $ 21,815    $ 44,716    $ 29,791
                               --------   --------    --------    --------

EXPENSES:
  Depletion and amortization     12,915     19,792      26,098      39,824
  Impairment of property ...       --         --        50,669        --
  General and administrative      4,808      4,563      10,551      11,773
                               --------   --------    --------    --------

Total expenses .............     17,723     24,355      87,318      51,597
                               --------   --------    --------    --------

NET INCOME (LOSS) ..........   $  5,270   $ (2,540)   $(42,602)   $(21,806)
                               ========   ========    ========    ========


</TABLE>







See accompanying notes to financial statements.
- ------------------------------------------------------------------------
                                       I-2


<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.
STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------

(UNAUDITED)
                                                  SIX MONTHS ENDED
                                                 ---------------------

                                                 JUNE 30,    JUNE 30,
                                                   1996        1995
                                                 --------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                               <C>         <C>
Net (loss) ....................................   $(42,602)   $(21,806)
                                                  --------    --------

Adjustments  to  reconcile   net  (loss)  to  net  cash  provided  by  operating
   activities:
  Depletion and amortization ..................     26,098      39,824
  Impairment of property ......................     50,669        --
(Increase) decrease in:
  Accounts receivable - oil & gas sales .......        825      (5,142)
Increase (decrease) in:
  Accounts payable ............................     (3,851)     (3,128)
  Payable to general partner ..................    (10,358)      9,488
                                                  --------    --------

Total adjustments .............................     63,383      41,042
                                                  --------    --------

Net cash provided by operating activities .....     20,781      19,236
                                                  --------    --------




CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions ........................    (13,959)    (17,346)
                                                  --------    --------

NET INCREASE IN CASH ..........................      6,822       1,890

CASH AT BEGINNING OF YEAR .....................      4,666       2,324
                                                  --------    --------

CASH AT END OF PERIOD .........................   $ 11,488    $  4,214
                                                  ========    ========

</TABLE>



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

                                      I-3
<PAGE>

ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 2, L.P.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.       The  interim  financial   information  included  herein  is  unaudited;
         however,  such information reflects all adjustments  (consisting solely
         of  normal  recurring   adjustments)  which  are,  in  the  opinion  of
         management,  necessary  for a fair  presentation  of  results  for  the
         interim periods.

2.       A cash  distribution was made to the limited partners of the Company in
         the amount of $4,522,  representing  net revenues  from the sale of oil
         and  gas  produced  from   properties   owned  by  the  Company.   This
         distribution was made on April 30, 1996.

3.       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-4

<PAGE>



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


Second Quarter 1995 Compared to Second Quarter 1994

Oil and gas sales for the  second  quarter  increased  to  $22,993  in 1996 from
$21,815 in 1995. This represents an increase of $1,178 (5%). Oil sales increased
by $1,029 or 5%. A 10%  increase in the  average  net oil sales price  increased
sales by $1,854.  This  increase  was  partially  offset by a 4% decrease in oil
production.  Gas sales increased by $150 or 5%. A 3% increase in average net gas
sales prices  increased sales by $81. A 2% increase in gas production  increased
sales by an  additional  $69. The decrease in oil  production  was primarily the
result of natural  production  declines.  The  increase in gas  production  is a
result of  higher  production  from the FEC  acquisition,  in which the  Company
obtained  additional  interests  from farmouts which reached payout during 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  $12,915  in the  second  quarter of 1996 from
$18,025 in the second  quarter of 1995.  This  represents  a decrease  of $5,110
(28%).  The changes in production,  noted above,  reduced  depletion  expense by
$206.  A 28% decrease in the  depletion  rate  reduced  depletion  expense by an
additional $4,904. The rate decrease is primarily the result of an impairment of
property of $50,669,  which was recognized in the first quarter of 1996, coupled
with upward revisions of the oil and gas reserves during December 1995.

General and  administrative  expenses increased to $4,808 in 1996 from $4,563 in
1995.  This  increase  of $245 (5%) is  primarily  due to more  staff time being
required to manage the Company's operations.


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

Oil and gas sales for the first six  months  increased  to  $44,716 in 1996 from
$29,791  in 1995.  This  represents  an  increase  of $14,925  (50%).  Oil sales
increased  by $13,029 or 50%. A 45%  increase in the average net oil sales price
increased sales by $12,140.  A 3% increase in oil production  increased sales by
an  additional  $889.  Gas sales  increased  by $1,896 or 50%. A 66% increase in
average  net gas sales  prices  increased  sales by $2,258.  This  increase  was
partially  offset by a 10%  decrease  in gas  production.  The  increase  in oil
production  was  primarily  due  to the  shut-in  of  production  from  the  FEC
acquisition in the first quarter of 1995, to perform a workover. The decrease in
gas  production  was primarily  due to natural  production  declines,  partially
offset by  higher  production  from the FEC  acquisition,  in which the  Company
obtained  additional  interests  from farmouts which reached payout during 1995.
The increases in average net oil and gas sales prices were  primarily the result
of lower  operating  costs incurred on the FEC  acquisition in which the Company
has net profits  royalty  interests,  coupled with higher  prices in the overall
market for the sale of oil and gas.


                                       I-5

<PAGE>



Depletion  expense  decreased  to  $26,098  in the first six months of 1996 from
$36,289 in the first six months of 1995.  This  represents a decrease of $10,191
(28%). The declines in production,  noted above,  decreased depletion expense by
$1,049. A 26% decrease in the depletion rate reduced  depletion  expense,  by an
additional $9,142. The rate decrease is primarily the result of an impairment of
property of $50,669,  which was recognized in the first quarter of 1996, coupled
with upward revisions of the oil and gas reserves during December 1995.

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.  In the first  quarter of
1996,  the Company  recognized  a non-cash  impairment  provision of $50,669 for
certain  oil and gas  properties  due to market  indications  that the  carrying
amounts were not fully recoverable.

General and administrative expenses decreased to $10,551 in 1996 from $11,773 in
1995.  This  decrease of $1,222 (10%) is 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  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 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>



                           PART II. OTHER INFORMATION

         Item 1.   Legal Proceedings.

                   None

         Item 2.   Changes in Securities.

                   None

         Item 3.   Defaults Upon Senior Securities.

                   Not Applicable

         Item 4.   Submission of Matters to a Vote of Security Holders.

                   Not Applicable

         Item 5.   Other Information.

                   Not Applicable

         Item 6.   Exhibits and Reports on Form 8-K.

                   (a)  There are no exhibits to this report.

                   (b)   The  Company  filed no  reports  on Form 8-K during the
                         quarter ended June 30, 1996.


                                      II-1

<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 90-91 INCOME AND RETIREMENT
                                                 FUND - SERIES 2, L.P.
                                                      (Registrant)



                                              By:ENEX RESOURCES CORPORATION
                                                     General Partner



                                              By: /s/ R. E. Densford
                                                      R. E. Densford
                                                Vice President, Secretary
                                              Treasurer and Chief Financial
                                                         Officer




August 13, 1996                               By: /s/ James A. Klein
                                                 -------------------
                                                       James A. Klein
                                                   Controller and Chief
                                                    Accounting Officer




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                           0000872658
<NAME>                          Enex 90-91 Income & Retirement Fund - Sr 2, L.P.
       
<S>                             <C>
<PERIOD-TYPE>                   6-mos
<FISCAL-YEAR-END>                              dec-31-1996
<PERIOD-START>                                 jan-01-1996
<PERIOD-END>                                   jun-30-1996
<CASH>                                         11488
<SECURITIES>                                   0
<RECEIVABLES>                                  18419
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               29907
<PP&E>                                         894954
<DEPRECIATION>                                 652509
<TOTAL-ASSETS>                                 272352
<CURRENT-LIABILITIES>                          20786
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     210553
<TOTAL-LIABILITY-AND-EQUITY>                   272352
<SALES>                                        44716
<TOTAL-REVENUES>                               44716
<CGS>                                          0
<TOTAL-COSTS>                                  76767
<OTHER-EXPENSES>                               10551
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (42602)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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