ENEX 90-91 INCOME & RETIREMENT FUND SERIES 3 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 0-19626

             ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
        (Exact name of small business issuer as specified in its charter)

              New Jersey                                  76-0299900
    (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 3, L.P.
BALANCE SHEET
- -----------------------------------------------------------------------

                                    JUNE 30,
ASSETS                                                 1996
                                                 ------------------
                                   (Unaudited)
CURRENT ASSETS:
<S>                                                 <C>
  Cash ..........................................   $ 54,106
  Accounts receivable - oil & gas sales .........     41,941
                                                    --------

Total current assets ............................     96,047
                                                    --------

OIL & GAS PROPERTIES
  (Successful efforts accounting method) - Proved
   mineral interests ............................    962,796
  Less  accumulated depletion ...................    454,877
                                                    --------

Property, net ...................................    507,919
                                                    --------

ORGANIZATION COSTS
(Net of accumulated amortization of $41,331) ....      2,171
                                                    --------

TOTAL ...........................................   $606,137
                                                    ========

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable .............................   $     52
   Payable to general partner ...................      1,969
                                                    --------

Total current liabilities .......................      2,021
                                                    --------

PARTNERS' CAPITAL:
   Limited partners .............................    593,785
   General partner ..............................     10,331
                                                    --------

Total partners' capital .........................    604,116
                                                    --------

TOTAL ...........................................   $606,137
                                                    ========

</TABLE>




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

                                       I-1

<PAGE>
<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
STATEMENTS 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 ........   $ 64,627   $ 39,406   $133,204   $ 79,093
                               --------   --------   --------   --------

EXPENSES:
  Depletion and amortization     20,292     21,818     42,111     43,135
  General and administrative      9,075      8,330     20,334     13,294
                               --------   --------   --------   --------

Total expenses .............     29,367     30,148     62,445     56,429
                               --------   --------   --------   --------

NET INCOME .................   $ 35,260   $  9,258   $ 70,759   $ 22,664
                               ========   ========   ========   ========

</TABLE>





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

                                       I-2

<PAGE>
<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, 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 income ....................................   $  70,759    $  22,664
                                                  ---------    ---------

Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
   activities:
  Depletion and amortization ..................      42,111       43,135
(Increase) in:
  Accounts receivable - oil & gas sales .......      (5,310)      (8,770)
Increase (decrease) in:
   Accounts payable ...........................      (1,300)      (2,859)
   Payable to general partner .................      (5,514)       1,412
                                                  ---------    ---------

Total adjustments .............................      29,987       32,918
                                                  ---------    ---------

Net cash provided by operating activities .....     100,746       55,582
                                                  ---------    ---------




CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions ........................     (68,625)     (52,375)
                                                  ---------    ---------

NET INCREASE IN CASH ..........................      32,121        3,207

CASH AT BEGINNING OF YEAR .....................      21,985        7,599
                                                  ---------    ---------

CASH AT END OF PERIOD .........................   $  54,106    $  10,806
                                                  =========    =========

</TABLE>





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

                                       I-3



<PAGE>

ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, 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.  The  Company has  presented  its cash flow using the
         indirect  method and  considers all highly  liquid  investments  with a
         maturity of three months or less to be cash equivalents.

2.       A cash  distribution was made to the limited partners of the Company in
         the amount of $37,304,  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 1996

Oil and gas sales for the  second  quarter  increased  to  $64,627  in 1996 from
$39,406 in 1995. This represents an increase of $25,221 (64%). A 68% increase in
the average net oil sales price  increased  sales by $26,199.  This increase was
partially offset by a 2% decrease in oil production. The increase in average net
sales price corresponds with higher prices in the overall market for the sale of
oil. The decrease in production was due to natural production declines.

Depletion  expense  decreased  to  $18,117  in the  second  quarter of 1996 from
$19,642 in the second  quarter of 1995.  This  represents  a decrease  of $1,525
(8%).  The decrease in  production,  noted above,  caused  depletion  expense to
decrease by $487,  while a 5% decrease in the depletion  rate reduced  depletion
expense  by an  additional  $1,038.  The  decrease  in the  depletion  rate  was
primarily a result of relatively  higher production from properties with a lower
depletion  rate,  partially  offset by a downward  revision of the oil  reserves
during December 1995.

General and  administrative  expenses increased to $9,075 in 1996 from $8,330 in
1995.  This increase of $745 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  $133,204 in 1996 from
$79,093 in 1995. This  represents an increase of $40,486 (105%).  A 66% increase
in the average net sales price increased sales by $53,017.  A 1% increase in oil
production  increased sales by an additional $1,094. The increase in average net
sales price corresponds with higher prices in the overall market for the sale of
oil.  The  increase in  production  was a result of higher  production  from the
Charlotte  acquisition,  which was partially  shut-in for workovers in the first
quarter of 1995, partially offset by natural production declines.

Depletion  expense  decreased  to  $37,761  in the first six months of 1996 from
$38,784 in the first six months of 1995.  This  represents  a decrease of $1,023
(3%). A 4% decrease in the depletion rate reduced  depletion  expense by $1,559.
This decrease was partially  offset by the changes in  production,  noted above.
The decrease in the depletion  rate was primarily a result of relatively  higher
production from properties  with a lower depletion rate,  partially  offset by a
downward revision of the oil reserves during December 1995.

General and administrative expenses increased to $20,334 in 1996 from $13,294 in
1995. This increase of $7,040 is primarily due to less staff time being required
to manage the Company's operations.


                                       I-5

<PAGE>



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 3, 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>                           0000880580
<NAME>                          Enex 90-91 Income & Retirement Fund - Sr 3, 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>                                         54106
<SECURITIES>                                   0
<RECEIVABLES>                                  41941
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               96047
<PP&E>                                         962796
<DEPRECIATION>                                 454877
<TOTAL-ASSETS>                                 507919
<CURRENT-LIABILITIES>                          2021
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     604116
<TOTAL-LIABILITY-AND-EQUITY>                   606137
<SALES>                                        133204
<TOTAL-REVENUES>                               133204
<CGS>                                          0
<TOTAL-COSTS>                                  42111
<OTHER-EXPENSES>                               20334
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   70759
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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