SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1996 Commission File Number: I-B: 0-14657 I-C: 0-14658 I-D: 0-15831 I-E: 0-15832 I-F: 0-15833 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F ---------------------------------------------- I-B 73-1231998 I-C 73-1252536 I-D 73-1265223 I-E 73-1270110 Oklahoma I-F 73-1292669 - ---------------------------- --------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Two West Second Street, Tulsa, Oklahoma 74103 -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to the filing requirements for the past 90 days. Yes X No ---- ---- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1996 1995 ---------- ------------ CURRENT ASSETS: Cash and cash equivalents . . . . . $ 15,217 $ 25,001 Accounts receivable: General Partner . . . . . . . . . . 303 4,074 Oil and gas sales, including $5,872 due from related parties in 1995 (Note 2) 64,987 38,453 -------- -------- Total current assets . . . . . . $ 80,507 $ 67,528 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method . . . . 461,109 482,234 DEFERRED CHARGE . . . . . . . . . . . . 98,278 98,278 -------- -------- $639,894 $648,040 ======== ======== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable . . . . . . . . . . $ 8,933 $ 7,659 Gas imbalance payable . . . . . . . . 73,983 73,983 -------- -------- Total current liabilities . . . . $ 82,916 $ 81,642 ACCRUED LIABILITY . . . . . . . . . . . $ 34,173 $ 34,173 PARTNERS' CAPITAL (DEFICIT): General Partner . . . . . . . . . . . ($105,317) ($104,724) Limited Partners, issued and outstanding, 11,958 units . . . . . . . . . . . 628,122 636,949 -------- -------- Total Partners' capital . . . . . $522,805 $532,225 -------- -------- $639,894 $648,040 ======== ======== The accompanying notes are an integral part of these combined financial statements. -2- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ---------- REVENUES: Oil and gas sales, including $16,773 of sales to related parties in 1995 (Note 2) . . . . . . . . . . . . . . $86,128 $103,375 Interest and other income . . . . . . 130 255 Gain on sale of oil and gas properties . . . . . . . . . . . . . - 2,519 ------- -------- $86,258 $106,149 COSTS AND EXPENSES: Lease operating . . . . . . . . . . . $26,435 $ 41,973 Production tax . . . . . . . . . . . 5,241 7,724 Depreciation, depletion, and amortization of oil and gas properties . . . . . 21,125 96,923 General and administrative . . . . . 18,708 13,204 ------- -------- $71,509 $159,824 ------- -------- NET INCOME (LOSS) . . . . . . . . . . . $14,749 ($ 53,675) ======= ======== GENERAL PARTNER - NET INCOME . . . . . $ 1,576 $ 1,193 ======= ======== LIMITED PARTNERS - NET INCOME (LOSS) . $13,173 ($ 54,868) ======= ======== NET INCOME (LOSS) per unit . . . . . . $ 1.10 ($ 4.59) ======= ======== UNITS OUTSTANDING . . . . . . . . . . . 11,958 11,958 ======= ======== The accompanying notes are an integral part of these combined financial statements. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) . . . . . . . . . . $14,749 ($53,675) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortiza- tion of oil and gas properties . . 21,125 96,923 Gain on sale of oil and gas properties - ( 2,519) Decrease in accounts receivable - General Partner . . . . . . . . . . 3,771 - Increase in accounts receivable . . ( 26,534) ( 10,646) Increase (Decrease) in accounts payable . . . . . . . . . . . . . . 1,274 ( 6,775) ------- ------- Net cash provided by operating activities . . . . . . . . . . . . . $14,385 $23,308 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures . . . . . . . . $ - ($ 1,022) Proceeds from sale of oil and gas properties . . . . . . . . . . . . . - 2,519 ------- ------- Net cash provided by investing activities . . . . . . . . . . . . . $ - $ 1,497 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions . . . . . . . . . ($24,169) ($55,800) ------- ------- Net cash used by financing activities ($24,169) ($55,800) ------- ------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 9,784) ($30,995) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . 25,001 56,549 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . $15,217 $25,554 ======= ======= The accompanying notes are an integral part of these combined financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1996 1995 -------- ------------ CURRENT ASSETS: Cash and cash equivalents . . . . . $171,220 $115,815 Accounts receivable: General Partner . . . . . . . . . . - 18,104 Oil and gas sales . . . . . . . . . 165,638 161,572 -------- -------- Total current assets . . . . . . . $336,858 $295,491 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method . . . . . . 407,065 445,122 DEFERRED CHARGE . . . . . . . . . . . . 39,457 39,457 -------- -------- $783,380 $780,070 ======== ======== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable . . . . . . . . . . $ 13,467 $ 16,781 Gas imbalance payable . . . . . . . . 13,021 13,021 -------- -------- Total current liabilities . . . . $ 26,488 $ 29,802 ACCRUED LIABILITY . . . . . . . . . . . $ 15,632 $ 15,632 PARTNERS' CAPITAL (DEFICIT): General Partner . . . . . . . . . . . ($ 80,968) ($ 66,308) Limited Partners, issued and outstanding, 8,885 units . . . . . . . . . . . . 822,228 800,944 -------- -------- Total Partners' capital . . . . . $741,260 $734,636 -------- -------- $783,380 $780,070 ======== ======== The accompanying notes are an integral part of these combined financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 --------- ---------- REVENUES: Oil and gas sales, including $2,412 of sales to related parties in 1995 (Note 2) . . . . . . . . . . . . . . $265,339 $211,478 Interest and other income . . . . . . 1,110 952 -------- -------- $266,449 $212,430 COSTS AND EXPENSES: Lease operating . . . . . . . . . . . $ 43,518 $ 57,823 Production tax . . . . . . . . . . . 17,144 16,796 Depreciation, depletion, and amortization of oil and gas properties . . . . . 38,057 57,957 General and administrative . . . . . 29,045 25,483 -------- -------- $127,764 $158,059 -------- -------- NET INCOME . . . . . . . . . . . . . . $138,685 $ 54,371 ======== ======== GENERAL PARTNER - NET INCOME . . . . . $ 8,401 $ 5,037 ======== ======== LIMITED PARTNERS - NET INCOME . . . . . $130,284 $ 49,334 ======== ======== NET INCOME per unit . . . . . . . . . . $ 14.66 $ 5.55 ======== ======== UNITS OUTSTANDING . . . . . . . . . . . 8,885 8,885 ======== ======== The accompanying notes are an integral part of these combined financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . $138,685 $ 54,371 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortiza- tion of oil and gas properties . . 38,057 57,957 Decrease in accounts receivable - General Partner . . . . . . . . . . 18,104 - (Increase) Decrease in accounts receivable . . . . . . . . . . . . ( 4,066) 14,128 Decrease in accounts payable . . . ( 3,314) ( 4,270) -------- -------- Net cash provided by operating activities . . . . . . . . . . . . . $187,466 $122,186 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used by investing activities $ - $ - CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions . . . . . . . . . ($132,061) ($115,800) -------- -------- Net cash used by financing activities ($132,061) ($115,800) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . $ 55,405 $ 6,386 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . 115,815 116,512 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . $171,220 $122,898 ======== ======== The accompanying notes are an integral part of these combined financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1996 1995 ---------- ------------ CURRENT ASSETS: Cash and cash equivalents . . . . . . $ 250,304 $ 245,666 Accounts receivable: Oil and gas sales, including $65,811 due from related parties in 1995 (Note 2) . . . . . . . . . . . . . 251,512 224,856 ---------- ---------- Total current assets . . . . . . $ 501,816 $ 470,522 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method . . . . . 960,436 1,010,429 DEFERRED CHARGE . . . . . . . . . . . . 113,490 113,490 ---------- ---------- $1,575,742 $1,594,441 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable . . . . . . . . . . $ 11,687 $ 30,749 Gas imbalance payable . . . . . . . . 67,130 67,130 ---------- ---------- Total current liabilities . . . . $ 78,817 $ 97,879 ACCRUED LIABILITY . . . . . . . . . . . $ 17,970 $ 17,970 PARTNERS' CAPITAL (DEFICIT): General Partner . . . . . . . . . . . ($ 10,807) $ 17,993 Limited Partners, issued and outstanding, 7,195 units . . . . . . 1,489,762 1,460,599 ---------- ---------- Total Partners' capital . . . . . $1,478,955 $1,478,592 ---------- ---------- $1,575,742 $1,594,441 ========== ========== The accompanying notes are an integral part of these combined financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 --------- --------- REVENUES: Oil and gas sales, including $88,757 of sales to related parties in 1995 (Note 2) . . . . . . . . . . . . . . $406,636 $302,642 Interest income . . . . . . . . . . . 1,957 2,006 Gain (Loss) on sale of oil and gas properties . . . . . . . . . . . . . ( 200) 1,609 -------- -------- $408,393 $306,257 COSTS AND EXPENSES: Lease operating . . . . . . . . . . . $ 41,271 $ 37,673 Production tax . . . . . . . . . . . 28,506 23,113 Depreciation, depletion, and amortization of oil and gas properties . . . . . 48,557 70,365 General and administrative . . . . . 24,568 22,389 -------- -------- $142,902 $153,540 -------- -------- NET INCOME . . . . . . . . . . . . . . $265,491 $152,717 ======== ======== GENERAL PARTNER - NET INCOME . . . . . $ 46,328 $ 32,759 ======== ======== LIMITED PARTNERS - NET INCOME . . . . . $219,163 $119,958 ======== ======== NET INCOME per unit . . . . . . . . . . $ 30.46 $ 16.67 ======== ======== UNITS OUTSTANDING . . . . . . . . . . . 7,195 7,195 ======== ======== The accompanying notes are an integral part of these combined financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . $265,491 $152,717 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortiza- tion of oil and gas properties . . 48,557 70,365 (Gain) Loss on sale of oil and gas properties . . . . . . . . . . . . 200 ( 1,609) (Increase) Decrease in accounts receivable . . . . . . . . . . . . ( 26,656) 40,396 Decrease in accounts payable . . . ( 19,062) ( 25,969) -------- -------- Net cash provided by operating activities . . . . . . . . . . . . . $268,530 $235,900 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of oil and gas properties . . . . . . . . . . . . . $ 1,236 $ 1,739 -------- -------- Net cash provided by investing activities . . . . . . . . . . . . . $ 1,236 $ 1,739 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions . . . . . . . . . ($265,128) ($229,000) -------- -------- Net cash used by financing activities ($265,128) ($229,000) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . $ 4,638 $ 8,639 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . 245,666 247,485 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . $250,304 $256,124 ======== ======== The accompanying notes are an integral part of these combined financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1996 1995 ----------- ------------- CURRENT ASSETS: Cash and cash equivalents . . . . . $ 635,630 $ 734,316 Accounts receivable: Oil and gas sales, including $373,412 due from related parties in 1995 (Note 2) . . . . . . . . . . . . 923,126 775,771 ---------- ---------- Total current assets . . . . . . . $1,558,756 $1,510,087 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method . . . . . . 6,249,149 6,504,506 DEFERRED CHARGE . . . . . . . . . . . . 942,747 942,747 ---------- ---------- $8,750,652 $8,957,340 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable . . . . . . . . . . $ 82,090 $ 172,888 Gas imbalance payable . . . . . . . . 210,231 210,231 ---------- ---------- Total current liabilities . . . . $ 292,321 $ 383,119 ACCRUED LIABILITY . . . . . . . . . . . $ 135,446 $ 135,446 PARTNERS' CAPITAL (DEFICIT): General Partner . . . . . . . . . . . ($ 127,749) ($ 54,687) Limited Partners, issued and outstanding 41,839 units . .. . . 8,450,634 8,493,462 ---------- ---------- Total Partners' capital . . . . . $8,322,885 $8,438,775 ---------- ---------- $8,750,652 $8,957,340 ========== ========== The accompanying notes are an integral part of these combined financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ---------- REVENUES: Oil and gas sales, including $528,519 of sales to related parties in 1995 (Note 2) . . . . . . . . . . . . . . $1,405,408 $1,205,757 Interest and other income . . . . . . 5,556 6,261 Gain on sale of oil and gas properties 1,515 11,021 ---------- ---------- $1,412,479 $1,223,039 COSTS AND EXPENSES: Lease operating . . . . . . . . . . . $ 289,956 $ 344,007 Production tax . . . . . . . . . . . 92,229 81,724 Depreciation, depletion, and amortization of oil and gas properties . . . . . 253,205 466,359 General and administrative . . . . . 142,045 128,895 ---------- ---------- $ 777,435 $1,020,985 ---------- ---------- NET INCOME . . . . . . . . . . . . . . $ 635,044 $ 202,054 ========== ========== GENERAL PARTNER - NET INCOME . . . . . $ 129,872 $ 62,178 ========== ========== LIMITED PARTNERS - NET INCOME . . . . . $ 505,172 $ 139,876 ========== ========== NET INCOME per unit . . . . . . . . . . $ 12.07 $ 3.34 ========== ========== UNITS OUTSTANDING . . . . . . . . . . . 41,839 41,839 ========== ========== The accompanying notes are an integral part of these combined financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . $635,044 $202,054 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortiza- tion of oil and gas properties . . 253,205 466,359 Gain on sale of oil and gas properties . . . . . . . . . . . . ( 1,515) ( 11,021) (Increase) Decrease in accounts receivable . . . . . . . . . . . . ( 147,355) 164,668 Decrease in accounts payable . . . ( 90,798) ( 140,006) -------- -------- Net cash provided by operating activities . . . . . . . . . . . . . $648,581 $682,054 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures . . . . . . . . $ - ($ 6,363) Proceeds from sale of oil and gas properties . . . . . . . . . . . . . 3,667 11,021 -------- -------- Net cash provided by investing activities . . . . . . . . . . . . . $ 3,667 $ 4,658 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions . . . . . . . . . ($750,934) ($528,000) -------- -------- Net cash used by financing activities ($750,934) ($528,000) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . ($ 98,686) $158,712 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . 734,316 679,615 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . $635,630 $838,327 ======== ======== The accompanying notes are an integral part of these combined financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1996 1995 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents . . . . . . $ 191,844 $ 272,653 Accounts receivable: Oil and gas sales, including $78,769 due from related parties in 1995 (Note 2) . . . . . . . . . . . . . 336,926 274,349 ---------- ---------- Total current assets . . . . . . $ 528,770 $ 547,002 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method . . . . . . 1,956,720 2,038,534 DEFERRED CHARGE . . . . . . . . . . . . 538,858 538,858 ---------- ---------- $3,024,348 $3,124,394 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable . . . . . . . . . . $ 37,657 $ 64,142 Gas imbalance payable . . . . . . . . 83,203 83,203 ---------- ---------- Total current liabilities . . . . $ 120,860 $ 147,345 ACCRUED LIABILITY . . . . . . . . . . . $ 79,435 $ 79,435 PARTNERS' CAPITAL (DEFICIT): General Partner . . . . . . . . . . . ($ 53,753) ($ 25,679) Limited Partners, issued and outstanding, 14,321 units . . . . . . . . . . . 2,877,806 2,923,293 ---------- ---------- Total Partners' capital . . . . . $2,824,053 $2,897,614 ---------- ---------- $3,024,348 $3,124,394 ========== ========== The accompanying notes are an integral part of these combined financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 --------- --------- REVENUES: Oil and gas sales, including $122,188 of sales to related parties in 1995 (Note 2) . . . . . . . . . . . . . . $505,356 $448,763 Interest and other income . . . . . . 1,909 2,602 Gain on sale of oil and gas properties - 6,086 -------- -------- $507,265 $457,451 COSTS AND EXPENSES: Lease operating . . . . . . . . . . . $134,953 $166,275 Production tax . . . . . . . . . . . 31,325 28,883 Depreciation, depletion, and amortization of oil and gas properties . . . . . 82,023 162,094 General and administrative . . . . . 48,717 44,257 -------- -------- $297,018 $401,509 -------- -------- NET INCOME . . . . . . . . . . . . . . $210,247 $ 55,942 ======== ======== GENERAL PARTNER - NET INCOME . . . . . $ 42,734 $ 20,183 ======== ======== LIMITED PARTNERS - NET INCOME . . . . . $167,513 $ 35,759 ======== ======== NET INCOME per unit . . . . . . . . . . $ 11.70 $ 2.50 ======== ======== UNITS OUTSTANDING . . . . . . . . . . . 14,321 14,321 ======== ======== The accompanying notes are an integral part of these combined financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . $210,247 $ 55,942 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortiza- tion of oil and gas properties . . 82,023 162,094 Gain on sale of oil and gas properties - ( 6,086) (Increase) Decrease in accounts receivable . . . . . . . . . . . . ( 62,577) 72,346 Decrease in accounts payable . . . ( 26,485) ( 37,424) -------- -------- Net cash provided by operating activities . . . . . . . . . . . . . $203,208 $246,872 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures . . . . . . . . ($ 209) ($ 4,601) Proceeds from sale of oil and gas properties . . . . . . . . . . . . . - 6,086 -------- -------- Net cash provided (used) by investing activities . . . . . . . . . . . . ($ 209) $ 1,485 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions . . . . . . . . . ($283,808) ($267,000) -------- -------- Net cash used by financing activities ($283,808) ($267,000) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . ($ 80,809) ($ 18,643) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . 272,653 305,618 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . $191,844 $286,975 ======== ======== The accompanying notes are an integral part of these combined financial statements. -16- GEODYNE ENERGY INCOME I LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS MARCH 31, 1996 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of March 31, 1996, combined statements of operations for the three months ended March 31, 1996 and 1995 and combined statements of cash flows for the three months ended March 31, 1996 and 1995 have been prepared by Geodyne Properties, Inc., the general partner of the limited partnerships, and are unaudited. Each limited partnership is a general partner in the related Geodyne Energy Income Production Partnership in which Geodyne Production Company serves as the managing partner. Unless the context indicates otherwise, all references to a "Partnership" or the "Partnerships" are references to the limited partnership and its related production partnership, collectively, and all references to the "General Partner" are references to the general partner of the limited partnerships and the managing partner of the production partnerships, collectively. In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the combined financial position at March 31, 1996, the combined results of operations for the three months ended March 31, 1996 and 1995 and the combined cash flows for the three months ended March 31, 1996 and 1995. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying interim financial statements should be read in conjunction with the Partnerships' Annual Report on Form 10-K filed for the year ended December 31, 1995. The results of operations for the period ended March 31, 1996 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $1,000 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions. The acquisition costs to the Partnerships of properties acquired by the General Partner are adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Leasehold impairment is recognized based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties. -17- Depletion of the costs of producing oil and gas properties, amortization of related intangible drilling and development costs and depreciation of tangible lease and well equipment are computed on the unit-of-production method. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the difference between asset cost and salvage value is charged to accumulated depreciation. Effective October 1, 1995, the Partnerships adopted the requirements of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal. SFAS No. 121 provides that if the unamortized costs of oil and gas properties for each field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. Under the Partnerships' prior impairment policy if the net oil and gas properties taken as a whole exceeded the estimated undiscounted future net revenues of the properties, a valuation allowance would be recorded for the excess amount. The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' Partnership Agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended March 31, 1996 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- I-B $ 7,395 $ 11,313 I-C 5,540 23,505 I-D 4,582 19,986 I-E 25,825 116,220 I-F 8,937 39,780 An affiliated company is the operator of certain of the Partnerships' properties and its policy is to bill the Partnerships for all customary charges and cost reimbursements associated with its activities, together with any compressor rental, consulting, or other services provided. During 1995, the Partnerships sold gas at market prices to Premier Gas Company ("Premier") and Premier then resold such gas to third parties at market prices. Premier was an affiliate of the Partnerships until December 6, 1995. The following is a summary of these sales during the three months ended March 31, 1995 and the amount of the Partnerships' accrued oil and gas sales due from Premier at December 31, 1995. -18- Gas Sales Accrued Oil and Gas Sales ----------------- ---------------------------- 3 Months Ended As of March 31, 1995 December 31, 1995 ---------------- ------------------ I-B $ 16,773 $ 5,872 I-C 2,412 - I-D 88,757 65,811 I-E 528,519 373,412 I-F 122,188 78,769 -19- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL ------- The Partnerships were formed for the purpose of investing in related production partnerships (the "Production Partnerships"). The Production Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a Production Partnership acquired producing properties and did not engage in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership, and its related Production Partnership, is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' Partnership Agreements. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------------------------- ----------------- I-B July 12, 1985 $11,957,700 I-C December 20, 1985 8,884,900 I-D March 4, 1986 7,194,700 I-E September 10, 1986 41,839,400 I-F December 16, 1986 14,320,900 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. Over the last several years, the domestic energy industry and the Partnerships have contended with volatile, but generally low, oil and gas prices. Over the last few years, the oil and gas market appears to have moved from periods of relative stability in supply and demand to excess supply or weakened demand. These trends have led to the volatility in pricing and demand noted over the past years. While the General Partner cannot predict future pricing trends, it believes the working capital available as of March 31, 1996 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. -20- RESULTS OF OPERATIONS --------------------- An analysis of the change in net oil and gas operations (oil and gas sales, less lease operating expenses and production taxes), is presented in the tables within "Results of Operations". Generally, the Partnerships' operations during the three months ended March 31, 1996 reflect an increase in total revenues compared to the same periods in 1995. Management believes this increase generally resulted from increases in the average oil and natural gas sales prices. Refer to "Liquidity and Capital Resources" above for a discussion of factors impacting prices and production volumes. I-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1995. Three months ended March 31, --------------------------------- 1996 1995 ---- ---- Oil and gas sales $86,128 $103,375 Direct operating expenses $31,676 $ 49,697 Barrels produced 697 1,730 Mcf produced 35,677 44,271 Average price/Bbl $ 18.62 $ 16.40 Average price/Mcf $ 2.05 $ 1.69 Total oil and gas sales decreased 16.7% for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was due to decreases in the volumes of oil and natural gas sold, partially offset by increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Volumes of oil and natural gas sold decreased 1,033 barrels and 8,594 Mcf, respectively, for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. The decrease in the volumes of oil sold resulted primarily from one significant well being shut-in during a portion of the three months ended March 31, 1996 in order to increase the well's production capabilities. The decrease in the volumes of natural gas sold resulted primarily from positive volume adjustments made during the three months ended March 31, 1995 by a purchaser related to gas sold in prior periods. Average oil and natural gas prices increased to $18.62 per barrel and $2.05 per Mcf, respectively, for the three months ended March 31, 1996 from $16.40 per barrel and $1.69 per Mcf, respectively, for the three months ended March 31, 1995. Direct operating expenses (lease operating expenses and production taxes) decreased $18,021 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to abandonment expenses incurred during the three months ended March 31, 1995 on two wells and higher general repair and maintenance expenses incurred on another of the Partnership's wells during the three months ended March 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 36.8% for the three months ended March 31, 1996 from 48.1% for the three months ended March 31, 1995. This percentage decrease was primarily due to the dollar decrease in direct operating expenses as discussed above and the increase in the average prices of oil and natural gas -21- sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $75,798 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995 and the decreases in the volumes of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, this expense decreased to 24.5% for the three months ended March 31, 1996 from 93.8% for the three months ended March 31, 1995. This percentage decrease was primarily due to the dollar decrease related to the impairment provision as discussed above and the increase in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. General and administrative expenses increased $5,504 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was primarily due to an increase in professional fees during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, these expenses increased to 21.7% for the three months ended March 31, 1996 from 12.8% for the three months ended March 31, 1995. This percentage increase was primarily a result of the dollar increase in general and administrative expenses as discussed above and the decrease in oil and gas sales during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. The Limited Partners have received cash distributions through March 31, 1996 totaling $6,374,527 or 53.31% of Limited Partners' capital contributions. I-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1995. Three months ended March 31, -------------------------------- 1996 1995 ---- ---- Oil and gas sales $265,339 $211,478 Direct operating expenses $ 60,662 $ 74,619 Barrels produced 7,948 7,114 Mcf produced 58,516 56,668 Average price/Bbl $ 17.95 $ 16.72 Average price/Mcf $ 2.10 $ 1.63 Total oil and gas sales increased 25.5% for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was due to increases in both the volumes and prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Volumes of oil and natural gas sold increased 834 barrels and 1,848 Mcf, respectively, for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Average oil and natural gas prices increased to $17.95 per barrel and $2.10 per Mcf, respectively, for the three months ended March 31, 1996 from $16.72 -22- per barrel and $1.63 per Mcf, respectively, for the three months ended March 31, 1995. Direct operating expenses (lease operating expenses and production taxes) decreased $13,957 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to workover expenses incurred on one well during the three months ended March 31, 1995 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 22.9% for the three months ended March 31, 1996 from 35.3% for the three months ended March 31, 1995. This percentage decrease was primarily due to the dollar decrease in direct operating expenses as discussed above and the increase in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $19,900 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to an upward revision in previous oil reserve estimates at December 31, 1995 and a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 14.3% for the three months ended March 31, 1996 from 27.4% for the three months ended March 31, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization expenses as discussed above and the increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. General and administrative expenses increased $3,562 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was primarily due to an increase in professional fees during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 10.9% for the three months ended March 31, 1996 from 12.0% for the three months ended March 31, 1995. This percentage decrease resulted primarily from the increase in oil and natural gas sales during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. The Limited Partners have received cash distributions through March 31, 1996 totaling $6,784,300 or 76.36% of Limited Partners' capital contributions. I-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1995. Three months ended March 31, -------------------------------- 1996 1995 ---- ---- Oil and gas sales $406,636 $302,642 Direct operating expenses $ 69,777 $ 60,786 Barrels produced 6,567 5,140 Mcf produced 136,105 147,300 Average price/Bbl $ 18.50 $ 16.61 Average price/Mcf $ 2.10 $ 1.47 -23- Total oil and gas sales increased 34.4% for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was due to an increase in the volumes of oil sold and increases in the average prices of oil and natural gas sold, partially offset by a decrease in volumes of natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Volumes of oil sold increased 1,427 barrels, while volumes of natural gas sold decreased 11,195 Mcf for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. The increase in the volumes of oil sold resulted primarily from one significant well not producing at maximum capacity during the three months ended March 31, 1995 due to state-imposed allowable restrictions for the well. Average oil and natural gas prices increased to $18.50 per barrel and $2.10 per Mcf, respectively, for the three months ended March 31, 1996 from $16.61 per barrel and $1.47 per Mcf, respectively, for the three months ended March 31, 1995. Direct operating expenses (lease operating expenses and production taxes) increased $8,991 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was primarily due to higher general repair and maintenance expenses incurred during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 17.2% for the three months ended March 31, 1996 from 20.1% for the three months ended March 31, 1995. This percentage decrease resulted primarily from the increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $21,808 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to upward revisions of previous oil and gas reserve estimates at December 31, 1995 and a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 11.9% for the three months ended March 31, 1996 from 23.3% for the three months ended March 31, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization expenses as discussed above and the increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. General and administrative expenses increased $2,179 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was primarily due to an increase in professional fees during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 6.0% for the three months ended March 31, 1996 from 7.4% for the three months ended March 31, 1995. This percentage decrease resulted primarily from the increase in oil and natural gas sales during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. The Limited Partners have received cash distributions through March 31, 1996 totaling $10,974,175 or 152.53% of Limited Partners' capital contributions. -24- I-E PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1995. Three months ended March 31, -------------------------------- 1996 1995 ---- ---- Oil and gas sales $1,405,408 $1,205,757 Direct operating expenses $ 382,185 $ 425,731 Barrels produced 19,933 22,972 Mcf produced 535,243 618,424 Average price/Bbl $ 18.42 $ 16.42 Average price/Mcf $ 1.94 $ 1.34 Total oil and gas sales increased 16.6% for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was due to increases in the average prices of oil and natural gas sold, partially offset by decreases in the volumes of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Volumes of oil and natural gas sold decreased 3,039 barrels and 83,181 Mcf, respectively, for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Average oil and natural gas prices increased to $18.42 per barrel and $1.94 per Mcf, respectively, for the three months ended March 31, 1996 from $16.42 per barrel and $1.34 per Mcf, respectively, for the three months ended March 31, 1995. Direct operating expenses (lease operating expenses and production taxes) decreased $43,546 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to workover expenses incurred on two wells during the three months ended March 31, 1995 in order to improve the recovery of reserves and the decrease in the volumes of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, this expense decreased to 27.2% for the three months ended March 31, 1996 from 35.3% for the three months ended March 31, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $213,154 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to (i) the decrease in the volumes of natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995, (ii) upward revisions of previous oil and natural gas reserve estimates at December 31, 1995 and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 18.0% for the three months ended March 31, 1996 from 38.7% for the three months ended March 31, 1995. This percentage decrease was primarily due to the upward reserve revisions and decrease in capitalized costs as discussed above and the increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. -25- General and administrative expenses increased $13,150 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase resulted primarily from an increase in professional fees during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 10.1% for the three months ended March 31, 1996 as compared to 10.7% the three months ended March 31, 1995. The Limited Partners have received cash distributions through March 31, 1996 totaling $43,971,552 or 105.10% of Limited Partners' capital contributions. I-F PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1995. Three months ended March 31, -------------------------------- 1996 1995 ---- ---- Oil and gas sales $505,356 $448,763 Direct operating expenses $166,278 $195,158 Barrels produced 10,008 11,539 Mcf produced 154,861 185,363 Average price/Bbl $ 18.44 $ 16.41 Average price/Mcf $ 2.07 $ 1.40 Total oil and gas sales increased 12.6% for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase was due to increases in the average prices of oil and natural gas sold, partially offset by decreases in the volumes of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Volumes of oil and natural gas sold decreased 1,531 barrels and 30,502 Mcf, respectively, for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. The decrease in the volumes of natural gas sold resulted primarily from positive volume adjustments on two wells made during the three months ended March 31, 1995 by a purchaser related to gas sold in prior periods. Average oil and natural gas prices increased to $18.44 per barrel and $2.07 per Mcf, respectively, for the three months ended March 31, 1996 from $16.41 per barrel and $1.40 per Mcf, respectively for the three months ended March 31, 1995. Direct operating expenses (lease operating expenses and production taxes) decreased $28,880 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease was primarily due to workover expenses incurred on two wells during the three months ended March 31, 1995 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 32.9% for the three months ended March 31, 1996 from 43.5% for the three months ended March 31, 1995. This percentage decrease was primarily due to the dollar decrease in direct operating expenses as discussed above and the increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $80,071 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This decrease -26- was primarily due to the decrease in the volumes of natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995 and upward revisions of previous oil and natural gas reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 16.2% for the three months ended March 31, 1996 from 36.1% for the three months ended March 31, 1995. This percentage decrease was primarily due to the upward reserve revisions mentioned above and the increases in the average prices of oil and natural gas sold during the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. General and administrative expenses increased $4,460 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. This increase resulted primarily from an increase in professional fees for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.6% for the three months ended March 31, 1996 as compared to 9.9% the three months ended March 31, 1995. The Limited Partners have received cash distributions through March 31, 1996 totaling $14,841,664 or 103.64% of Limited Partners' capital contributions. -27- PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On November 23 and 25, 1994, Geodyne Resources, Inc. ("Geodyne Resources"), PaineWebber Incorporated ("PaineWebber"), and certain other parties were named as defendants in two related lawsuits alleging misrepresentations made to induce investments in the Partnerships' units of limited partnership interest ("Units") and asserting causes of action for common law fraud and deceit and unjust enrichment (Romine v. PaineWebber, Inc., et al. Case No. 94-CIV-8558, U.S. District Court, Southern District of New York and Romine v. PaineWebber, Inc. et al., Case No. 94-132844, Supreme Court of the State of New York, County of New York). The federal court case was later consolidated with other similar actions (to which Geodyne Resources is not a party) under the title In Re: PaineWebber Limited Partnerships Litigation and was certified as a class action on May 30, 1995 (the "PaineWebber Partnership Class Action"). A class action notice was mailed on June 7, 1995 to all members of the class. The PaineWebber Partnership Class Action also alleges violations of 18 U.S.C. Section 1962(c) and the Securities Exchange Act of 1934. Compensatory and punitive damages, interest, and costs have been requested in both matters. PaineWebber has agreed to indemnify Geodyne Resources with respect to all claims asserted by the plaintiff in the lawsuits pursuant to that certain Indemnification Agreement dated November 24, 1992 by and between PaineWebber and Samson Investment Company (the "Indemnification Agreement"). The amended complaint in the PaineWebber Partnership Class Action no longer asserts any claim directly against Geodyne Resources. On January 18, 1996, PaineWebber issued a press release indicating that it had reached an agreement to settle the pending PaineWebber Partnership Class Action matter, along with a settlement with the SEC and an agreement to settle with various state securities regulators. The press release issued by PaineWebber indicates that the parties have agreed to a class action settlement of $125 million and other non-cash consideration; a SEC administrative order creating a capped $40 million fund (the "Claims Fund"), which is to be distributed to eligible limited partners by an independent administrator (the "Claims Administrator"); a civil penalty of $5 million leveled by the SEC; and payments aggregating $5 million to state securities administrators. The dollar amounts referred to in the press release apply to both the Partnerships and other direct investment programs sold by PaineWebber. As of the date of this Annual Report, PaineWebber has not informed management of the Partnerships of the portion of such settlement that would be applicable to the Partnerships. In any event, such settlement is not an obligation of either the Partnerships or the General Partner and, accordingly, would not affect the financial statements of the Partnerships. As a result of the Indemnification Agreement, Geodyne Resources does not believe that it will be required to pay any damages or expenses in this matter. On April 17, 1996, PaineWebber mailed a Notice and Claim Form to each limited partner who purchased Units in the Partnerships through PaineWebber from January 1, 1986 to December 31, 1992. Limited partners are not eligible to participate in the claims process if they (i) previously reached a settlement with PaineWebber or (ii) had their direct investment claim resolved by a court or in arbitration. Participation in the claims process is optional, and does not prevent -28- a limited partner from pursuing any other remedy against PaineWebber that may be available. Limited partners have until October 22, 1996 to complete the claim form and return it to the Claims Administrator. The determination of whether a limited partner is entitled to a recovery under the Claims Fund will be based on whether or not the Claim Administrator determines that the limited partner's investment in the Partnerships was suitable for him at the time of purchase. In addition, if the limited partner has opted out of the class action and has not already settled with PaineWebber or has had a claim resolved by a court or in arbitration, the Claims Administrator will also consider allegations that misrepresentations were made in connection with the sale of the Units. To the knowledge of the General Partner, neither the General Partner nor the Partnerships or their properties are subject to any litigation, the results of which would have a material effect on the Partnerships' or the General Partner's financial condition or operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27.1 Financial Data Schedule containing summary financial information extracted from the I-B Partnership's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the I-C Partnership's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the I-D Partnership's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the I-E Partnership's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the I-F Partnership's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K: 1. A Current Report on Form 8-K dated January 18, 1996 was filed with the Securities and Exchange Commission. Items reported were: Item 5. Other Events Item 7. Exhibits -29- 2. A Current Report on Form 8-K dated January 22, 1996 was filed with the Securities and Exchange Commission. Items reported were: Item 5: Other Events Item 7: Exhibits -30- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F (Registrant) By: GEODYNE PROPERTIES, INC. General Partner Date: May 13, 1996 By: /s/Dennis R. Neill -------------------------- (Signature) Dennis R. Neill Senior Vice President and Director Date: May 13, 1996 By: /s/Drew S. Phillips --------------------------- (Signature) Drew S. Phillips Vice President - Controller Principal Accounting Officer -31- INDEX TO EXHIBITS ----------------- NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-B's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-C's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-D's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-E's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-F's financial statements as of March 31, 1996 and for the three months ended March 31, 1996, filed herewith. All other exhibits are omitted as inapplicable.