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 September 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
- --------------------------------------------------------------------------------
September 30,
ASSETS 1996
---------------------
(Unaudited)
CURRENT ASSETS:
<S> <C>
Cash $ 38,236
Accounts receivable - oil & gas sales 49,195
---------------------
Total current assets 87,431
---------------------
OIL & GAS PROPERTIES
(Successful efforts accounting method) - Proved
mineral interests 962,796
Less accumulated depletion 472,343
---------------------
Property, net 490,453
---------------------
TOTAL $ 577,884
=====================
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 38
---------------------
PARTNERS' CAPITAL:
Limited partners 568,176
General partner 9,670
---------------------
Total partners' capital 577,846
---------------------
TOTAL $ 577,884
=====================
Number of $500 Limited Partner units outstanding 2,175
</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 NINE MONTHS ENDED
------------------------------------- ----------------------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
---------------- ----------------- ----------------- -------------------
REVENUES:
<S> <C> <C> <C> <C>
Oil and gas sales $ 53,281 $ 60,856 $ 186,485 $ 139,949
---------------- ----------------- ----------------- -----------------
EXPENSES:
Depletion and amortization 19,637 22,609 61,748 65,744
General and administrative 9,020 6,510 29,354 19,804
---------------- ----------------- ----------------- -------------------
Total expenses 28,657 29,119 91,102 85,548
---------------- ----------------- ----------------- -------------------
NET INCOME $ 24,624 $ 31,737 $ 95,383 $ 54,401
================ ================= ================= ===================
</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 CHANGES IN PARTNERS' CAPITAL
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
- ---------------------------------------------------------------------------------------
PER $500
LIMITED
PARTNER
GENERAL LIMITED UNIT OUT-
TOTAL PARTNER PARTNERS STANDING
------------------- ------------------- ------------------- --------------------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1994 $ 757,224 $ 6,751 $ 750,473 $ 345
CASH DISTRIBUTIONS (77,579) (7,758) (69,821) (32)
NET INCOME (LOSS) 1,084 9,959 (8,875) (4)
------------------- ------------------- ------------------- --------------------
BALANCE, DECEMBER 31, 1994 680,729 8,952 671,777 309
CASH DISTRIBUTIONS (124,179) (12,417) (111,762) (52)
NET INCOME 45,432 13,253 32,179 15
------------------- ------------------- ------------------- --------------------
BALANCE, DECEMBER 31, 1995 $ 601,982 $ 9,788 $ 592,194 (1) $ 272
CASH DISTRIBUTIONS (119,519) (15,832) (103,687) (49)
NET INCOME 95,383 15,714 79,669 37
------------------- ------------------- ------------------- --------------------
BALANCE, SEPTEMBER 30, 1996 $ 577,846 $ 9,670 $ 568,176 (1) $ 261
=================== =================== =================== ====================
</TABLE>
(1) Includes 88 units purchased by the general partner as a limited partner.
See accompanying notes to financial statements.
- ---------------------------------------------------------------------------
I-3
<PAGE>
<TABLE>
<CAPTION>
ENEX 90-91 INCOME AND RETIREMENT FUND - SERIES 3, L.P.
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------
(UNAUDITED)
NINE MONTHS ENDED
--------------------------------------------
September 30, September 30,
1996 1995
------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 95,383 $ 54,401
------------------- -------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depletion and amortization 61,748 65,744
(Increase) in:
Accounts receivable - oil & gas sales (12,564) (8,865)
(Decrease) in:
Accounts payable (1,314) (2,795)
Payable to general partner (7,483) (3,611)
------------------- -------------------
Total adjustments 40,387 50,473
------------------- -------------------
Net cash provided by operating activities 135,770 104,874
------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions (119,519) (82,805)
------------------- -------------------
NET INCREASE IN CASH 16,251 22,069
CASH AT BEGINNING OF YEAR 21,985 7,599
------------------- -------------------
CASH AT END OF PERIOD $ 38,236 $ 29,668
=================== ===================
</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 $43,957, representing net revenues from the sale of oil
and gas produced from properties owned by the Company. This
distribution was made on July 31, 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. On November 13, 1996, the Company submitted amended
preliminary proxy material to the SEC with respect to this
consolidation. The terms and conditions of the proposed consolidation
are set forth in such preliminary proxy material.
4. 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. Prior to this pronouncement, the
Company assessed properties on an aggregate basis. Upon adoption of
SFAS 121, the Company began assessing properties on an individual
basis, wherein total capitalized costs may not exceed the property's
fair market value. The fair market value of each property was
determined by H. J. Gruy and Associates, ("Gruy"). To determine the
fair market value, Gruy estimated each property's oil and gas
reserves, applied certain assumptions regarding price and cost
escalations, applied a 10% discount factor for time and certain
discount factors for risk, location, type of ownership interest,
category of reserves, operational characteristics, and other factors.
I-5
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Third Quarter 1995 Compared to Third Quarter 1996
Oil and gas sales for the third quarter decreased to $53,281 in 1996 from
$60,856 in 1995. This represents an decrease of $7,575 (12%). A 13% decrease in
the oil production reduced sales by $7,829. This decrease was partially offset
by a 1% increase in the average net oil sales price. 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 $19,637 in the third quarter of 1996 from $22,609
in the third quarter of 1995. This represents a decrease of $2,972 (13%). The
decrease in production, noted above, caused depletion expense to decrease by
$2,902, while a 1% decrease in the depletion rate reduced depletion expense by
an additional $70. 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 $9,020 in 1996 from $6,510 in
1995. This increase of $2,510 is primarily due to more staff time being required
to manage the Company's operations.
First Nine Months in 1995 Compared to the First Nine Months in 1996
- --------------------------------------------------------------------
Oil and gas sales for the first nine months increased to $186,485 in 1996 from
$139,949 in 1995. This represents an increase of $46,536 (33%). A 2% increase in
the average net sales price increased sales by $51,666. This increase was
partially offset by a 4% 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 a result of natural production declines.
Depletion expense decreased to $61,748 in the first nine months of 1996 from
$65,744 in the first nine months of 1995. This represents a decrease of $3,966
(6%). A 3% decrease in the depletion rate reduced depletion expense by $1,869.
The reduction in production noted above resulted in an additional decrease of
$2,097. 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 $29,354 in 1996 from $19,804 in
1995. This increase of $9,550 is primarily due to more staff time being required
to manage the Company's operations.
The increase in accounts receivable from oil and gas sales was higher in the
nine months ended September 30, 1996 as compared to the increase in the nine
months ended September 30, 1995, while sales for the third quarter of 1996 were
lower than oil and gas sales in the third quarter of 1995. The higher increase
in accounts receivable during 1996 was primarily the result of relatively lower
oil and gas sales prices at December 31, 1995 as compared to December 31, 1994.
I-6
<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's "available cash flow" is essentially equal to
the net amount of cash provided by operating, financing and investing
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. On
November 13, 1996, the Company submitted amended preliminary proxy material to
the SEC with respect to this consolidation. The terms and conditions of the
proposed consolidation are set forth in such preliminary proxy material.
I-7
<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 September 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
December 23, 1996 By: /s/ James A. Klein
-------------------
James A. Klein
Controller and Chief
Accounting Officer
<PAGE>
<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> 9-mos
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-START> jan-01-1996
<PERIOD-END> sep-30-1996
<CASH> 38236
<SECURITIES> 0
<RECEIVABLES> 49195
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 87431
<PP&E> 962796
<DEPRECIATION> 472343
<TOTAL-ASSETS> 577884
<CURRENT-LIABILITIES> 38
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 577846
<TOTAL-LIABILITY-AND-EQUITY> 577884
<SALES> 186485
<TOTAL-REVENUES> 186485
<CGS> 0
<TOTAL-COSTS> 61748
<OTHER-EXPENSES> 29354
<LOSS-PROVISION> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 95383
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
