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 September 30, 1996 Commission File Number: II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802 II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H ------------------------------------------------------- (Exact name of Registrant as specified in its Articles) II-A 73-1295505 II-B 73-1303341 II-C 73-1308986 II-D 73-1329761 II-E 73-1324751 II-F 73-1330632 II-G 73-1336572 Oklahoma II-H 73-1342476 - --------------------------- ----------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 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 No X (see explanation below) ----- ----- Form 10-Q was filed on May 21, 1996, one day after required due date. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,210,862 $ 508,024 Accounts receivable: General Partner 19,369 - Oil and gas sales, including $153,461 due from related parties in 1995 (Note 2) 843,265 765,075 ---------- ---------- Total current assets $2,073,496 $1,273,099 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 6,343,131 7,390,812 DEFERRED CHARGE 1,169,277 1,169,277 ---------- ---------- $9,585,904 $9,833,188 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 110,340 $ 213,126 Gas imbalance payable 164,837 164,837 ---------- ---------- Total current liabilities $ 275,177 $ 377,963 ACCRUED LIABILITY $ 272,667 $ 272,667 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 345,526) ($ 311,994) Limited Partners, issued and outstanding, 484,283 units 9,383,586 9,494,552 ---------- ---------- Total Partners' capital $9,038,060 $9,182,558 ---------- ---------- $9,585,904 $9,833,188 ========== ========== The accompanying notes are an integral part of these combined financial statements. -2- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ------------ ------------ REVENUES: Oil and gas sales, including $205,443 of sales to related parties in 1995 (Note 2) $1,598,127 $1,133,241 Interest income 9,191 4,215 Gain (loss) on sale of oil and gas properties 16,255 ( 10,128) ---------- ---------- $1,623,573 $1,127,328 COSTS AND EXPENSES: Lease operating $ 270,459 $ 516,952 Production tax 91,823 76,946 Depreciation, depletion, and amortization of oil and gas properties 366,897 648,954 General and administrative 147,520 171,208 ---------- ---------- $ 876,699 $1,414,060 ---------- ---------- NET INCOME (LOSS) $ 746,874 ($ 286,732) ========== ========== GENERAL PARTNER - NET INCOME $ 51,604 $ 11,622 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 695,270 ($ 298,354) ========== ========== NET INCOME (LOSS) per unit $ 1.44 ($ .62) ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying notes are an integral part of these combined financial statements. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ------------ ------------ REVENUES: Oil and gas sales, including $579,690 of sales to related parties in 1995 (Note 2) $4,228,016 $3,462,252 Interest income 17,287 14,920 Gain on sale of oil and gas properties 9,615 1,625 ---------- ---------- $4,254,918 $3,478,797 COSTS AND EXPENSES: Lease operating $1,051,845 $1,333,968 Production tax 239,237 218,254 Depreciation, depletion, and amortization of oil and gas properties 935,281 1,844,018 General and administrative 471,055 516,769 ---------- ---------- $2,697,418 $3,913,009 ---------- ---------- NET INCOME (LOSS) $1,557,500 ($ 434,212) ========== ========== GENERAL PARTNER - NET INCOME $ 114,466 $ 52,050 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $1,443,034 ($ 486,262) ========== ========== NET INCOME (LOSS) per unit $ 2.98 ($ 1.00) ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying notes are an integral part of these combined financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,557,500 ($ 434,212) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 935,281 1,844,018 Gain on sale of oil and gas properties ( 9,615) ( 1,625) Increase in accounts receivable - General Partner ( 19,369) - (Increase) decrease in accounts receivable ( 78,190) 86,497 Increase in deferred charge - ( 157,465) Decrease in accounts payable ( 102,786) ( 134,485) Increase in accrued liability - 64,007 ---------- ---------- Net cash provided by operating activities $2,282,821 $1,266,735 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 58,617) ($ 65,682) Proceeds from sale of oil and gas properties 180,632 22,766 ---------- ---------- Net cash provided (used) by investing activities $ 122,015 ($ 42,916) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,701,998) ($1,541,000) ---------- ---------- Net cash used by financing activities ($1,701,998) ($1,541,000) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 702,838 ($ 317,181) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 508,024 793,694 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,210,862 $ 476,513 ========== ========== The accompanying notes are an integral part of these combined financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 825,236 $ 168,239 Accounts receivable: General Partner 13,011 - Oil and gas sales, including $81,240 due from related parties in 1995 (Note 2) 544,357 584,133 ---------- ---------- Total current assets $1,382,604 $ 752,372 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,152,370 5,258,752 DEFERRED CHARGE 226,303 226,303 ---------- ---------- $5,761,277 $6,237,427 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 74,516 $ 211,226 Gas imbalance payable 15,048 15,048 ---------- ---------- Total current liabilities $ 89,564 $ 226,274 ACCRUED LIABILITY $ 301,684 $ 301,684 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 284,595) ($ 246,438) Limited Partners, issued and outstanding, 361,719 units 5,654,624 5,955,907 ---------- ---------- Total Partners' capital $5,370,029 $5,709,469 ---------- ---------- $5,761,277 $6,237,427 ========== ========== The accompanying notes are an integral part of these combined financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ REVENUES: Oil and gas sales, including $104,541 of sales to related parties in 1995 (Note 2) $1,088,948 $ 603,595 Interest income 5,266 1,295 Loss on sale of oil and gas properties ( 315,610) ( 613) ---------- ---------- $ 778,604 $ 604,277 COSTS AND EXPENSES: Lease operating $ 173,881 $ 411,154 Production tax 65,962 48,274 Depreciation, depletion, and amortization of oil and gas properties 295,254 411,345 General and administrative 117,337 159,556 ---------- ---------- $ 652,434 $1,030,329 ---------- ---------- NET INCOME (LOSS) $ 126,710 ($ 426,052) ========== ========== GENERAL PARTNER - NET INCOME (LOSS) $ 17,855 ($ 4,849) ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 108,315 ($ 421,203) ========== ========== NET INCOME (LOSS) per unit $ .30 ($ 1.16) ========== ========== UNITS OUTSTANDING 361,719 361,719 ========== ========== The accompanying notes are an integral part of these combined financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $242,757 of sales to related parties in 1995 (Note 2) $3,038,320 $2,423,417 Interest income 9,661 9,132 Loss on sale of oil and gas properties ( 313,962) ( 19,385) ---------- ---------- $2,734,019 $2,413,164 COSTS AND EXPENSES: Lease operating $ 725,453 $1,209,790 Production tax 174,242 162,419 Depreciation, depletion, and amortization of oil and gas properties 759,375 1,498,872 General and administrative 378,519 462,098 ---------- ---------- $2,037,589 $3,333,179 ---------- ---------- NET INCOME (LOSS) $ 696,430 ($ 920,015) ========== ========== GENERAL PARTNER - NET INCOME $ 64,713 $ 13,954 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 631,717 ($ 933,969) ========== ========== NET INCOME (LOSS) per unit $ 1.75 ($ 2.58) ========== ========== UNITS OUTSTANDING 361,719 361,719 ========== ========== The accompanying notes are an integral part of these combined financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 696,430 ($ 920,015) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 759,375 1,498,872 Loss on sale of oil and gas properties 313,962 19,385 Increase in accounts receivable - General Partner ( 13,011) - Decrease in accounts receivable 39,776 76,554 Increase in deferred charge - ( 60,746) Decrease in accounts payable ( 136,710) ( 92,953) Increase in accrued liability - 129,448 ---------- ---------- Net cash provided by operating activities $1,659,822 $ 650,545 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 68,038) ($ 97,527) Proceeds from sale of oil and gas properties 101,083 14,791 ---------- ---------- Net cash provided (used) by investing activities $ 33,045 ($ 82,736) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,035,870) ($1,116,000) ---------- ---------- Net cash used by financing activities ($1,035,870) ($1,116,000) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 656,997 ($ 548,191) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 168,239 623,450 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 825,236 $ 75,259 ========== ========== The accompanying notes are an integral part of these combined financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 379,699 $ 82,353 Accounts receivable: General Partner 3,521 - Oil and gas sales, including $46,202 due from related parties in 1995 (Note 2) 247,791 291,365 ---------- ---------- Total current assets $ 631,011 $ 373,718 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,188,290 2,572,284 DEFERRED CHARGE 259,941 259,941 ---------- ---------- $3,079,242 $3,205,943 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 33,015 $ 67,293 Gas imbalance payable 59,892 59,892 ---------- ---------- Total current liabilities $ 92,907 $ 127,185 ACCRUED LIABILITY $ 138,658 $ 138,658 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 115,447) ($ 99,615) Limited Partners, issued and outstanding, 154,621 units 2,963,124 3,039,715 ---------- ---------- Total Partners' capital $2,847,677 $2,940,100 ---------- ---------- $3,079,242 $3,205,943 ========== ========== The accompanying notes are an integral part of these combined financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 -------- ---------- REVENUES: Oil and gas sales, including $58,314 of sales to related parties in 1995 (Note 2) $431,091 $303,065 Interest income 2,280 964 Gain on sale of oil and gas properties 36,865 - -------- -------- $470,236 $304,029 COSTS AND EXPENSES: Lease operating $ 74,559 $175,047 Production tax 30,043 25,187 Depreciation, depletion, and amortization of oil and gas properties 111,278 215,026 General and administrative 51,196 68,489 -------- -------- $267,076 $483,749 -------- -------- NET INCOME (LOSS) $203,160 ($179,720) ======== ======== GENERAL PARTNER - NET INCOME (LOSS) $ 14,495 ($ 385) ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $188,665 ($179,335) ======== ======== NET INCOME (LOSS) per unit $ 1.22 ($ 1.16) ======== ======== UNITS OUTSTANDING 154,621 154,621 ======== ======== The accompanying notes are an integral part of these combined financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $152,650 of sales to related parties in 1995 (Note 2) $1,327,794 $1,136,648 Interest income 4,868 6,071 Gain on sale of oil and gas properties 38,160 12,288 ---------- ---------- $1,370,822 $1,155,007 COSTS AND EXPENSES: Lease operating $ 314,736 $ 466,220 Production tax 84,613 78,312 Depreciation, depletion, and amortization of oil and gas properties 324,588 717,401 General and administrative 163,570 200,817 ---------- ---------- $ 887,507 $1,462,750 ---------- ---------- NET INCOME (LOSS) $ 483,315 ($ 307,743) ========== ========== GENERAL PARTNER - NET INCOME $ 36,906 $ 13,309 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 446,409 ($ 321,052) ========== ========== NET INCOME (LOSS) per unit $ 2.89 ($ 2.08) ========== ========== UNITS OUTSTANDING 154,621 154,621 ========== ========== The accompanying notes are an integral part of these combined financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $483,315 ($307,743) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 324,588 717,401 Gain on sale of oil and gas properties ( 38,160) ( 12,288) Increase in accounts receivable - General Partner ( 3,521) - Decrease in accounts receivable 43,574 65,115 Increase in deferred charge - ( 92,011) Decrease in accounts payable ( 34,278) ( 1,572) Decrease in gas imbalance payable - ( 62,262) Increase in accrued liability - 53,485 -------- -------- Net cash provided by operating activities $775,518 $360,125 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ - ($ 33,405) Proceeds from sale of oil and gas properties 97,566 18,739 -------- -------- Net cash provided (used) by investing activities $ 97,566 ($ 14,666) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($575,738) ($688,000) -------- -------- Net cash used by financing activities ($575,738) ($688,000) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $297,346 ($342,541) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 82,353 380,901 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $379,699 $ 38,360 ======== ======== The accompanying notes are an integral part of these combined financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 613,453 $ 317,368 Accounts receivable: General Partner 8,915 - Oil and gas sales, including $124,908 due from related parties in 1995 (Note 2) 624,193 630,370 ---------- ---------- Total current assets $1,246,561 $ 947,738 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,767,776 5,394,199 DEFERRED CHARGE 949,227 949,227 ---------- ---------- $6,963,564 $7,291,164 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 136,396 $ 146,808 Gas imbalance payable 117,523 117,523 ---------- ---------- Total current liabilities $ 253,919 $ 264,331 ACCRUED LIABILITY $ 285,420 $ 285,420 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 211,272) ($ 143,473) Limited Partners, issued and outstanding, 314,878 units 6,635,497 6,884,886 ---------- ---------- Total Partners' capital $6,424,225 $6,741,413 ---------- ---------- $6,963,564 $7,291,164 ========== ========== The accompanying notes are an integral part of these combined financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ----------- REVENUES: Oil and gas sales, including $161,366 of sales to related parties in 1995 (Note 2) $1,065,296 $ 968,988 Interest income 3,751 2,650 Gain on sale of oil and gas properties 60,397 9,740 ---------- ---------- $1,129,444 $ 981,378 COSTS AND EXPENSES: Lease operating $ 346,007 $ 377,881 Production tax 75,580 70,947 Depreciation, depletion, and amortization of oil and gas properties 228,565 582,900 General and administrative 112,677 152,623 ---------- ---------- $ 762,829 $1,184,351 ---------- ---------- NET INCOME (LOSS) $ 366,615 ($ 202,973) ========== ========== GENERAL PARTNER - NET INCOME $ 27,286 $ 13,167 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 339,329 ($ 216,140) ========== ========== NET INCOME (LOSS) per unit $ 1.08 ($ .69) ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying notes are an integral part of these combined financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $468,128 of sales to related parties in 1995 (Note 2) $3,145,240 $3,022,161 Interest income 9,048 10,793 Gain on sale of oil and gas properties 61,647 23,102 ---------- ---------- $3,215,935 $3,056,056 COSTS AND EXPENSES: Lease operating $1,193,840 $1,211,173 Production tax 216,065 220,968 Depreciation, depletion, and amortization of oil and gas properties 603,906 1,780,883 General and administrative 348,108 441,397 ---------- ---------- $2,361,919 $3,654,421 ---------- ---------- NET INCOME (LOSS) $ 854,016 ($ 598,365) ========== ========== GENERAL PARTNER - NET INCOME $ 66,405 $ 41,317 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 787,611 ($ 639,682) ========== ========== NET INCOME (LOSS) per unit $ 2.50 ($ 2.03) ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying notes are an integral part of these combined financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 854,016 ($ 598,365) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 603,906 1,780,883 Gain on sale of oil and gas properties ( 61,647) ( 23,102) Increase in accounts receivable - General Partner ( 8,915) - Decrease in accounts receivable 6,177 89,489 Increase in deferred charge - ( 105,942) Decrease in accounts payable ( 10,412) ( 74,256) Decrease in gas imbalance payable - ( 109,252) Increase in accrued liability - 22,486 ---------- ---------- Net cash provided by operating activities $1,383,125 $ 981,941 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 19,010) ($ 33,312) Proceeds from sale of oil and gas properties 103,174 33,297 ---------- ---------- Net cash provided (used) by investing activities $ 84,164 ($ 15) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,171,204) ($1,214,000) ---------- ---------- Net cash used by financing activities ($1,171,204) ($1,214,000) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 296,085 ($ 232,074) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 317,368 563,613 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 613,453 $ 331,539 ========== ========== The accompanying notes are an integral part of these combined financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 419,187 $ 201,042 Accounts receivable: General Partner 10,191 - Oil and gas sales, including $122,758 due from related parties in 1995 (Note 2) 430,685 409,630 ---------- ---------- Total current assets $ 860,063 $ 610,672 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,568,586 5,293,979 DEFERRED CHARGE 374,745 374,745 ---------- ---------- $5,803,394 $6,279,396 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 70,626 $ 90,392 Gas imbalance payable 84,265 84,265 ---------- ---------- Total current liabilities $ 154,891 $ 174,657 ACCRUED LIABILITY $ 134,283 $ 134,283 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 147,154) ($ 122,950) Limited Partners, issued and outstanding, 228,821 units 5,661,374 6,093,406 ---------- ---------- Total Partners' capital $5,514,220 $5,970,456 ---------- ---------- $5,803,394 $6,279,396 ========== ========== The accompanying notes are an integral part of these combined financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ---------- REVENUES: Oil and gas sales, including $144,356 of sales to related parties in 1995 (Note 2) $748,193 $532,162 Interest income 2,603 925 Gain on sale of oil and gas properties 14,878 13,282 -------- -------- $765,674 $546,369 COSTS AND EXPENSES: Lease operating $194,311 $218,483 Production tax 53,945 39,034 Depreciation, depletion, and amortization of oil and gas properties 254,141 480,795 General and administrative 101,025 194,034 -------- -------- $603,422 $932,346 -------- -------- NET INCOME (LOSS) $162,252 ($385,977) ======== ======== GENERAL PARTNER - NET INCOME (LOSS) $ 18,148 ($ 67) ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $144,104 ($385,910) ======== ======== NET INCOME (LOSS) per unit $ .63 ($ 1.69) ======== ======== UNITS OUTSTANDING 228,821 228,821 ======== ======== The accompanying notes are an integral part of these combined financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $390,158 of sales to related parties in 1995 (Note 2) $2,121,611 $1,654,096 Interest income 6,283 4,717 Gain on sale of oil and gas properties 17,817 13,746 ---------- ---------- $2,145,711 $1,672,559 COSTS AND EXPENSES: Lease operating $ 634,679 $ 704,422 Production tax 148,274 135,219 Depreciation, depletion, and amortization of oil and gas properties 727,346 1,467,931 General and administrative 323,046 519,193 ---------- ---------- $1,833,345 $2,826,765 ---------- ---------- NET INCOME (LOSS) $ 312,366 ($1,154,206) ========== ========== GENERAL PARTNER - NET INCOME $ 44,398 $ 1,007 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 267,968 ($1,155,213) ========== ========== NET INCOME (LOSS) per unit $ 1.17 ($ 5.05) ========== ========== UNITS OUTSTANDING 228,821 228,821 ========== ========== The accompanying notes are an integral part of these combined financial statements. -20- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $312,366 ($1,154,206) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 727,346 1,467,931 Gain on sale of oil and gas properties ( 17,817) ( 13,746) Increase in accounts receivable - General Partner ( 10,191) - (Increase) decrease in accounts receivable ( 21,055) 16,552 Decrease in deferred charge - 25,932 Decrease in accounts payable ( 19,766) ( 22,335) Decrease in gas imbalance payable - ( 23,704) Decrease in accrued liability - ( 10,642) -------- ---------- Net cash provided by operating activities $970,883 $ 285,782 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 50,163) ($ 19,444) Proceeds from sale of oil and gas properties 66,027 38,985 -------- ---------- Net cash provided by investing activities $ 15,864 $ 19,541 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($768,602) ($ 474,000) -------- ---------- Net cash used by financing activities ($768,602) ($ 474,000) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $218,145 ($ 168,677) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 201,042 260,348 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $419,187 $ 91,671 ======== ========== The accompanying notes are an integral part of these combined financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 512,249 $ 325,816 Accounts receivable: General Partner 24,820 - Oil and gas sales, including $66,788 due from related parties in 1995 (Note 2) 361,722 352,473 ---------- ---------- Total current assets $ 898,791 $ 678,289 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,414,785 4,936,055 DEFERRED CHARGE 119,115 119,115 ---------- ---------- $5,432,691 $5,733,459 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 33,439 $ 79,348 Gas imbalance payable 23,373 23,373 ---------- ---------- Total current liabilities $ 56,812 $ 102,721 ACCRUED LIABILITY $ 23,330 $ 23,330 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 104,827) ($ 84,377) Limited Partners, issued and outstanding, 171,400 units 5,457,376 5,691,785 ---------- ---------- Total Partners' capital $5,352,549 $5,607,408 ---------- ---------- $5,432,691 $5,733,459 ========== ========== The accompanying notes are an integral part of these combined financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 -------- ---------- REVENUES: Oil and gas sales, including $88,048 of sales to related parties in 1995 (Note 2) $563,030 $520,413 Interest income 4,011 2,677 Gain on sale of oil and gas properties 65,676 10,736 -------- -------- $632,717 $533,826 COSTS AND EXPENSES: Lease operating $ 88,395 $130,538 Production tax 36,322 35,348 Depreciation, depletion, and amortization of oil and gas properties 143,376 297,650 General and administrative 49,695 47,660 -------- -------- $317,788 $511,196 -------- -------- NET INCOME $314,929 $ 22,630 ======== ======== GENERAL PARTNER - NET INCOME $ 21,281 $ 13,038 ======== ======== LIMITED PARTNERS - NET INCOME $293,648 $ 9,592 ======== ======== NET INCOME per unit $ 1.71 $ .06 ======== ======== UNITS OUTSTANDING 171,400 171,400 ======== ======== The accompanying notes are an integral part of these combined financial statements. -23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $265,789 of sales to related parties in 1995 (Note 2) $1,794,471 $1,450,887 Interest income 9,367 6,877 Gain on sale of oil and gas properties 66,549 21,124 ---------- ---------- $1,870,387 $1,478,888 COSTS AND EXPENSES: Lease operating $ 312,799 $ 393,161 Production tax 115,622 103,974 Depreciation, depletion, and amortization of oil and gas properties 464,811 857,473 General and administrative 156,402 155,321 ---------- ---------- $1,049,634 $1,509,929 ---------- ---------- NET INCOME (LOSS) $ 820,753 ($ 31,041) ========== ========== GENERAL PARTNER - NET INCOME $ 59,162 $ 32,747 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 761,591 ($ 63,788) ========== ========== NET INCOME (LOSS) per unit $ 4.44 ($ .37) ========== ========== UNITS OUTSTANDING 171,400 171,400 ========== ========== The accompanying notes are an integral part of these combined financial statements. -24- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 820,753 ($ 31,041) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 464,811 857,473 Gain on sale of oil and gas properties ( 66,549) ( 21,124) Increase in accounts receivable - General Partner ( 24,820) - Increase in accounts receivable ( 9,249) ( 5,246) Decrease in deferred charge - 10,858 Decrease in accounts payable ( 45,909) ( 21,019) Decrease in gas imbalance payable - ( 2,289) Decrease in accrued liability - ( 4,432) ---------- -------- Net cash provided by operating activities $1,139,037 $783,180 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 367) $ - Proceeds from sale of oil and gas properties 123,375 65,350 ---------- -------- Net cash provided by investing activities $ 123,008 $ 65,350 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,075,612) ($782,000) ---------- -------- Net cash used by financing activities ($1,075,612) ($782,000) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 186,433 $ 66,530 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 325,816 237,397 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 512,249 $303,927 ========== ======== The accompanying notes are an integral part of these combined financial statements. -25- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 1,084,672 $ 661,921 Accounts receivable: General Partner 44,097 - Oil and gas sales, including $141,036 due from related parties in 1995 (Note 2) 766,755 748,457 ----------- ----------- Total current assets $ 1,895,524 $ 1,410,378 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 9,657,638 10,851,397 DEFERRED CHARGE 257,374 257,374 ----------- ----------- $11,810,536 $12,519,149 =========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 73,110 $ 176,095 Gas imbalance payable 50,501 50,501 ----------- ----------- Total current liabilities $ 123,611 $ 226,596 ACCRUED LIABILITY $ 50,802 $ 50,802 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 241,191)($ 197,620) Limited Partners, issued and outstanding, 372,189 units 11,877,314 12,439,371 ----------- ----------- Total Partners' capital $11,636,123 $12,241,751 ----------- ----------- $11,810,536 $12,519,149 =========== =========== The accompanying notes are an integral part of these combined financial statements. -26- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $185,851 of sales to related parties in 1995 (Note 2) $1,190,247 $1,075,315 Interest income 8,428 5,517 Gain on sale of oil and gas properties 122,906 21,687 ---------- ---------- $1,321,581 $1,102,519 COSTS AND EXPENSES: Lease operating $ 192,812 $ 282,753 Production tax 77,137 73,229 Depreciation, depletion, and amortization of oil and gas properties 328,258 603,619 General and administrative 107,840 105,271 ---------- ---------- $ 706,047 $1,064,872 ---------- ---------- NET INCOME $ 615,534 $ 37,647 ========== ========== GENERAL PARTNER - NET INCOME $ 43,486 $ 26,027 ========== ========== LIMITED PARTNERS - NET INCOME $ 572,048 $ 11,620 ========== ========== NET INCOME per unit $ 1.54 $ .03 ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying notes are an integral part of these combined financial statements. -27- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $561,307 of sales to related parties in 1995 (Note 2) $3,807,146 $3,107,583 Interest income 19,389 14,525 Gain on sale of oil and gas properties 124,758 45,319 ---------- ---------- $3,951,293 $3,167,427 COSTS AND EXPENSES: Lease operating $ 683,782 $ 870,374 Production tax 246,873 226,229 Depreciation, depletion, and amortization of oil and gas properties 1,064,066 1,807,903 General and administrative 339,165 338,864 ---------- ---------- $2,333,886 $3,243,370 ---------- ---------- NET INCOME (LOSS) $1,617,407 ($ 75,943) ========== ========== GENERAL PARTNER - NET INCOME $ 122,464 $ 68,519 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $1,494,943 ($ 144,462) ========== ========== NET INCOME (LOSS) per unit $ 4.02 ($ .39) ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying notes are an integral part of these combined financial statements. -28- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,617,407 ($ 75,943) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,064,066 1,807,903 Gain on sale of oil and gas properties ( 124,758) ( 45,319) Increase in accounts receivable - General Partner ( 44,097) - (Increase) decrease in accounts receivable ( 18,298) 2,323 Decrease in deferred charge - 28,854 Decrease in accounts payable ( 102,985) ( 41,973) Decrease in gas imbalance payable - ( 5,466) Decrease in accrued liability - ( 11,898) ---------- ---------- Net cash provided by operating activities $2,391,335 $1,658,481 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 4,306) $ - Proceeds from sale of oil and gas properties 258,757 139,640 ---------- ---------- Net cash provided by investing activities $ 254,451 $ 139,640 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,223,035) ($1,703,000) ---------- ---------- Net cash used by financing activities ($2,223,035) ($1,703,000) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 422,751 $ 95,121 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 661,921 492,117 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,084,672 $ 587,238 ========== ========== The accompanying notes are an integral part of these combined financial statements. -29- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 257,081 $ 158,812 Accounts receivable: General Partner 8,463 - Oil and gas sales, including $33,220 due from related parties in 1995 (Note 2) 183,111 179,505 ---------- ---------- Total current assets $ 448,655 $ 338,317 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,327,832 2,624,277 DEFERRED CHARGE 62,062 62,062 ---------- ---------- $2,838,549 $3,024,656 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 18,338 $ 45,404 Gas imbalance payable 11,211 11,211 ---------- ---------- Total current liabilities $ 29,549 $ 56,615 ACCRUED LIABILITY $ 12,779 $ 12,779 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 58,068) ($ 47,635) Limited Partners, issued and outstanding, 91,711 units 2,854,289 3,002,897 ---------- ---------- Total Partners' capital $2,796,221 $2,955,262 ---------- ---------- $2,838,549 $3,024,656 ========== ========== The accompanying notes are an integral part of these combined financial statements. -30- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 -------- ---------- REVENUES: Oil and gas sales, including $43,742 of sales to related parties in 1995 (Note 2) $282,932 $255,156 Interest income 1,904 1,261 Gain on sale of oil and gas properties 25,560 5,796 -------- -------- $310,396 $262,213 COSTS AND EXPENSES: Lease operating $ 48,191 $ 71,689 Production tax 18,524 17,513 Depreciation, depletion, and amortization of oil and gas properties 80,918 153,432 General and administrative 26,615 25,146 -------- -------- $174,248 $267,780 -------- -------- NET INCOME (LOSS) $136,148 ($ 5,567) ======== ======== GENERAL PARTNER - NET INCOME $ 9,949 $ 5,859 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $126,199 ($ 11,426) ======== ======== NET INCOME (LOSS) per unit $ 1.38 ($ .12) ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying notes are an integral part of these combined financial statements. -31- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 -------- ---------- REVENUES: Oil and gas sales, including $132,230 of sales to related parties in 1995 (Note 2) $909,731 $744,368 Interest income 4,348 3,402 Gain on sale of oil and gas properties 26,000 10,347 -------- -------- $940,079 $758,117 COSTS AND EXPENSES: Lease operating $171,285 $214,341 Production tax 59,653 55,558 Depreciation, depletion, and amortization of oil and gas properties 262,529 462,441 General and administrative 83,795 82,904 -------- -------- $577,262 $815,244 -------- -------- NET INCOME (LOSS) $362,817 ($ 57,127) ======== ======== GENERAL PARTNER - NET INCOME $ 28,425 $ 15,641 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $334,392 ($ 72,768) ======== ======== NET INCOME (LOSS) per unit $ 3.65 ( .79) ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying notes are an integral part of these combined financial statements. -32- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $362,817 ($ 57,127) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 262,529 462,441 Gain on sale of oil and gas properties ( 26,000) ( 10,347) Increase in accounts receivable - General Partner ( 8,463) - (Increase) decrease in accounts receivable ( 3,606) 3,791 Decrease in deferred charge - 4,448 Decrease in accounts payable ( 27,066) ( 9,565) Decrease in accrued liability - ( 2,025) -------- -------- Net cash provided by operating activities $560,211 $391,616 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 913) $ - Proceeds from sale of oil and gas properties 60,829 33,744 -------- -------- Net cash provided by investing activities $ 59,916 $ 33,744 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($521,858) ($410,500) -------- -------- Net cash used by financing activities ($521,858) ($410,500) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 98,269 $ 14,860 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 158,812 124,102 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $257,081 $138,962 ======== ======== The accompanying notes are an integral part of these combined financial statements. -33- GEODYNE ENERGY INCOME II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 1996, combined statements of operations for the three and nine months ended September 30, 1996 and 1995 and combined statements of cash flows for the nine months ended September 30, 1996 and 1995 have been prepared by Geodyne Resources, Inc., the general partner of the limited partnerships, without audit. Each limited partnership is a general partner in the related Geodyne Energy Income Production Partnership (the "Production Partnership") in which Geodyne Resources, Inc. serves as the managing partner. Unless the context indicates otherwise, all references to a "Partnership" or the "Partnerships" are references to the limited partnerships and their related Production Partnerships, 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 September 30, 1996, the combined results of operations for the three and nine months ended September 30, 1996 and 1995 and the combined cash flows for the nine months ended September 30, 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 September 30, 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 $100 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 cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the -34- acquisition, for the period of time the properties are held by the General Partner. 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. 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 unamortized costs of oil and gas properties recorded by the Partnerships 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 by the General Partner. During the three months ended September 30, 1996 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- II-A $20,077 $127,443 II-B 22,147 95,190 II-C 10,507 40,689 II-D 29,814 82,863 II-E 40,809 60,216 II-F 4,590 45,105 II-G 9,896 97,944 II-H 2,480 24,135 -35- During the nine months ended September 30, 1996 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- II-A $ 88,726 $382,329 II-B 92,949 285,570 II-C 41,503 122,067 II-D 99,519 248,589 II-E 142,398 180,648 II-F 21,087 135,315 II-G 45,333 293,832 II-H 11,390 72,405 Affiliated companies are the operator of certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their 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 and nine months ended September 30, 1995 and the amount of the Partnership's accrued gas sales due from Premier at December 31, 1995. Gas Sales Gas Sales Accrued Gas Sales ------------------ ------------------ ----------------- 3 Months Ended 9 Months Ended As of September 30, 1995 September 30, 1995 December 31, 1995 ------------------ ------------------ ----------------- II-A $205,443 $579,690 $153,461 II-B 104,541 242,757 81,240 II-C 58,314 152,650 46,202 II-D 161,366 468,128 124,908 II-E 144,356 390,158 122,758 II-F 88,048 265,789 66,788 II-G 185,851 561,307 141,036 II-H 43,742 132,230 33,220 -36- 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 the related 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 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 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 ----------- ------------------ --------------- II-A July 22, 1987 $48,428,300 II-B October 14, 1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100 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 operations less necessary operating capital are distributed to 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 and/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 September 30, 1996 and the net revenue generated from future operations will provide sufficient working -37- capital to meet current and future obligations of the Partnerships. During the nine months ended September 30, 1996 the following Partnerships sold their interests in several oil and gas properties located in Oklahoma, Texas, Louisiana, Kansas, Wyoming, and New Mexico. Proceeds from such sales were as follows: Proceeds for Nine Months Ended Partnership September 30, 1996 II-A $180,632 II-B 101,083 II-C 97,566 II-D 103,174 II-E 66,027 II-F 123,375 II-G 258,757 II-H 60,829 Such proceeds will be included in the determination of the amount of the cash distributions to be paid to the Limited Partners of such Partnerships during November 1996. 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 and nine months ended September 30, 1996 reflected a decrease in production of oil and an increase in the average prices of oil and natural gas sold by the Partnerships. Refer to "Liquidity and Capital Resources" above for a discussion of factors impacting prices. II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $1,598,127 $1,133,241 Oil and gas production expenses $ 362,282 $ 593,898 Barrels produced 22,621 26,795 Mcf produced 576,695 483,997 Average price/Bbl $ 22.82 $ 16.68 Average price/Mcf $ 1.88 $ 1.42 As shown in the table above, total oil and gas sales increased $464,886 (41.0%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $387,160 was related to the increases in the average prices of oil and natural gas sold and $174,272 was related to the increase in the volumes of natural gas sold, partially offset by a $95,251 decrease related to the decrease in the volumes of -38- oil sold. Volumes of oil sold decreased by 4,174 barrels, while volumes of natural gas sold increased by 92,698 Mcf for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from (i) a negative prior period volume adjustment made by a purchaser on one well during the three months ended September 30, 1996 and (ii) the sale of one oil producing well during 1996. The increase in the volumes of natural gas sold resulted primarily from (i) a gas balancing adjustment made by the operator on one well during the three months ended September 30, 1996 and (ii) positive prior period volume adjustments made by the purchasers on three wells during the three months ended September 30, 1996. Average oil and natural gas prices increased to $22.82 per barrel and $1.88 per Mcf, respectively, for the three months ended September 30, 1996 from $16.68 per barrel and $1.42 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $231,616 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during 1996, (ii) workover expenses incurred on two wells during the three months ended September 30, 1995 in order to improve the recovery of reserves, and (iii) a decrease in general repairs and maintenance expenses incurred during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 22.7% for the three months ended September 30, 1996 from 52.4% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $282,057 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves 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 23.0% for the three months ended September 30, 1996 from 57.3% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates and the impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses decreased $23,688 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 9.2% for the three months ended September -39- 30, 1996 from 15.1% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $4,228,016 $3,462,252 Oil and gas production expenses $1,291,082 $1,552,222 Barrels produced 81,237 92,547 Mcf produced 1,328,658 1,285,669 Average price/Bbl $ 19.78 $ 16.55 Average price/Mcf $ 1.97 $ 1.50 As shown in the table above, total oil and gas sales increased $765,764 (22.1%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $903,191 was related to the increases in the average prices of oil and natural gas sold and $84,688 was related to the increase in the volumes of natural gas sold, partially offset by a $223,712 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 11,310 barrels, while volumes of natural gas sold increased by 42,989 Mcf for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.78 per barrel and $1.97 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.55 per barrel and $1.50 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $261,140 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during the nine months ended September 30, 1996, (ii) workover expenses incurred on two wells during the nine months ended September 30, 1995 in order to improve the recovery of reserves, and (iii) a decrease in general repairs and maintenance expenses incurred during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 30.5% for the nine months ended September 30, 1996 from 44.8% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $908,737 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995 and a decrease in capitalized costs -40- due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 22.1% for the nine months ended September 30, 1996 from 53.3% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates and the impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $45,714 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 11.1% for the nine months ended September 30, 1996 from 14.9% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $37,780,357 or 78.01% of Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 ---------- -------- Oil and gas sales $1,088,948 $603,595 Oil and gas production expenses $ 239,843 $459,428 Barrels produced 10,349 15,246 Mcf produced 445,504 250,360 Average price/Bbl $ 24.49 $ 17.70 Average price/Mcf $ 1.88 $ 1.33 As shown in the table above, total oil and gas sales increased $485,353 (80.4%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $241,218 was related to the increases in the average prices of oil and natural gas sold and $366,871 was related to the increase in the volumes of natural gas sold, partially offset by a $119,928 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 4,897 barrels, while volumes of natural gas sold increased by 195,144 Mcf for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from a negative prior period volume adjustment made by a purchaser on one well during the three months ended September 30, 1996. The increase in the volumes of natural gas sold resulted primarily from (i) positive gas balancing adjustments made by the operator on two wells during the three months ended September 30, 1996, (ii) positive prior period volume adjustments made by the purchaser on several wells -41- during the three months ended September 30, 1996, and (iii) the shutting-in of one well during 1995 to perform a workover in order to increase the recovery of reserves. Average oil and natural gas prices increased to $24.49 per barrel and $1.88 per Mcf, respectively, for the three months ended September 30, 1996 from $17.70 per barrel and $1.33 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $219,585 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during 1996, (ii) workover expenses incurred on two wells during the three months ended September 30, 1995 in order to improve the recovery of reserves, and (iii) a decrease in general repairs and maintenance expenses incurred during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 22.0% for the three months ended September 30, 1996 from 76.1% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $116,091 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 27.1% for the three months ended September 30, 1996 from 68.1% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses decreased $42,219 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 10.8% for the three months ended September 30, 1996 from 26.4% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. -42- NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $3,038,320 $2,423,417 Oil and gas production expenses $ 899,695 $1,372,209 Barrels produced 57,233 62,628 Mcf produced 962,117 869,831 Average price/Bbl $ 19.80 $ 16.84 Average price/Mcf $ 1.98 $ 1.57 As shown in the table above, total oil and gas sales increased $614,903 (25.4%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $542,010 was related to the increases in the average prices of oil and natural gas sold and $182,726 was related to the increase in the volumes of natural gas sold, partially offset by a $106,821 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 5,395 barrels, while volumes of natural gas sold increased by 92,286 Mcf for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.80 per barrel and $1.98 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.84 per barrel and $1.57 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $472,514 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in operating expenses due to the sale of several wells during the nine months ended September 30, 1996, (ii) workover expenses incurred on several wells during the nine months ended September 30, 1995 in order to improve the recovery of reserves, and (iii) a decrease in general repairs and maintenance expenses incurred during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 29.6% for the nine months ended September 30, 1996 from 56.6% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30,1995. Depreciation, depletion, and amortization of oil and gas properties decreased $739,497 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 25.0% for the nine months ended September 30, 1996 from 61.9% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas -43- sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $83,579 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 12.5% for the nine months ended September 30, 1996 from 19.1% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $26,833,916 or 74.18% of Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $431,091 $303,065 Oil and gas production expenses $104,602 $200,234 Barrels produced 3,201 5,401 Mcf produced 193,432 163,367 Average price/Bbl $ 24.53 $ 16.98 Average price/Mcf $ 1.82 $ 1.29 As shown in the table above, total oil and gas sales increased $128,026 (42.2%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $127,363 was related to the increases in the average prices of oil and natural gas sold and $54,718 was related to the increase in the volumes of natural gas sold, partially offset by a $53,966 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 2,200 barrels, while volumes of natural gas sold increased by 30,065 Mcf for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from a negative prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1996. The increase in the volumes of natural gas sold resulted primarily from (i) positive gas balancing adjustments made by the operator on two wells during the three months ended September 30, 1996 and (ii) the shutting- in of one well during 1995 to perform a workover in order to improve the recovery of reserves. Average oil and natural gas prices increased to $24.53 per barrel and $1.82 per Mcf, respectively, for the three months ended September 30, 1996 from $16.98 per barrel and $1.29 per Mcf, respectively, for the three months ended September 30, 1995. -44- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $95,632 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during 1996, (ii) workover expenses incurred on one well during the three months ended September 30, 1995 in order to improve the recovery of reserves, and (iii) a decrease in general repairs and maintenance expenses incurred during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 24.3% for the three months ended September 30, 1996 from 66.1% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $103,748 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 25.8% for the three months ended September 30, 1996 from 71.0% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses decreased $17,293 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 11.9% for the three months ended September 30, 1996 from 22.6% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 --------- --------- Oil and gas sales $1,327,794 $1,136,648 Oil and gas production expenses $ 399,349 $ 544,532 Barrels produced 19,353 19,580 Mcf produced 504,115 535,691 Average price/Bbl $ 19.97 $ 17.04 Average price/Mcf $ 1.87 $ 1.50 -45- As shown in the table above, total oil and gas sales increased $191,146 (16.8%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $255,575 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $59,047 decrease related to the decrease in the volumes of natural gas sold. Volumes of oil and natural gas sold decreased by 227 barrels and 31,576 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.97 per barrel and $1.87 per Mcf, respectively, for the nine months ended September 30, 1996 from $17.04 per barrel and $1.50 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $145,183 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during the nine months ended September 30, 1996, (ii) workover expenses incurred on two wells during the nine months ended September 30, 1995 in order to improve the recovery of reserves, and (iii) a decrease in general repairs and maintenance expenses incurred during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 30.1% for the nine months ended September 30, 1996 from 47.9% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $392,813 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 24.4% for the nine months ended September 30, 1996 from 63.1% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $37,247 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 12.3% for the nine months ended September 30, 1996 from 17.7% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. -46- The Limited Partners have received cash distributions through September 30, 1996 totaling $11,605,686 or 75.06% of Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, --------------------------- 1996 1995 ---------- -------- Oil and gas sales $1,065,296 $968,988 Oil and gas production expenses $ 421,587 $448,828 Barrels produced 17,261 24,903 Mcf produced 431,776 447,407 Average price/Bbl $ 20.61 $ 17.30 Average price/Mcf $ 1.64 $ 1.20 As shown in the table above, total oil and gas sales increased $96,308 (9.9%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $279,288 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $183,137 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 7,642 barrels and 15,631 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from (i) the sale of three significant oil producing wells during the three months ended September 30, 1995, (ii) the shutting-in of one well during 1996 to perform a workover in order to improve the recovery of reserves, and (iii) the normal declines in production due to diminished oil reserves on two wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Average oil and natural gas prices increased to $20.61 per barrel and $1.64 per Mcf, respectively, for the three months ended September 30, 1996 from $17.30 per barrel and $1.20 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $27,241 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from the decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 39.6% for the three months ended September 30, 1996 from 46.3% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $354,335 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from -47- significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 21.5% for the three months ended September 30, 1996 from 60.2% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses decreased $39,946 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 10.6% for the three months ended September 30, 1996 from 15.8% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $3,145,240 $3,022,161 Oil and gas production expenses $1,409,905 $1,432,141 Barrels produced 52,555 70,045 Mcf produced 1,263,831 1,403,160 Average price/Bbl $ 19.28 $ 16.66 Average price/Mcf $ 1.69 $ 1.32 As shown in the table above, total oil and gas sales increased $123,079 (4.1%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $702,687 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $572,673 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 17,490 barrels and 139,329 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from (i) the sale of three significant oil producing wells during the nine months ended September 30, 1996, (ii) the shutting-in of one well during the nine months ended September 30, 1996 to perform a workover in order to improve the recovery of reserves, and (iii) the normal declines in production due to diminished oil reserves on three wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.28 per barrel and $1.69 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.66 per barrel and $1.32 per Mcf, respectively, for the nine months ended September 30, 1995. -48- Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 44.8% for the nine months ended September 30, 1996 from 47.4% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $1,176,977 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 19.2% for the nine months ended September 30, 1996 from 58.9% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $93,289 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 11.1% for the nine months ended September 30, 1996 from 14.6% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $22,246,903 or 70.65% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $748,193 $532,162 Oil and gas production expenses $248,256 $257,517 Barrels produced 14,360 15,812 Mcf produced 258,832 208,793 Average price/Bbl $ 20.74 $ 17.13 Average price/Mcf $ 1.74 $ 1.25 As shown in the table above, total oil and gas sales increased $216,031 (40.6%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this -49- increase, $159,390 was related to the increases in the average prices of oil and natural gas sold and $87,068 was related to the increase in the volumes of natural gas sold, partially offset by a $30,114 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 1,452 barrels and volumes of natural gas sold increased by 50,039 Mcf for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The increase in the volumes of natural gas sold resulted primarily from (i) a positive prior period adjustment during the three months ended September 30, 1996, (ii) a positive gas balancing adjustment made by the operator on one well during the three months ended September 30, 1996, and (iii) an increase in production on one well due to a decrease in pipeline pressure during the three months ended September 30, 1996. Average oil and natural gas prices increased to $20.74 per barrel and $1.74 per Mcf, respectively, for the three months ended September 30, 1996 from $17.13 per barrel and $1.25 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $9,261 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from workover expenses incurred on one well during the three months ended September 30, 1995 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 33.2% for the three months ended September 30, 1996 from 48.4% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $226,654 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 34.0% for the three months ended September 30, 1996 from 90.4% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses decreased $93,009 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 13.5% for the three months ended September 30, 1996 from 36.5% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in legal fees discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. -50- NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $2,121,611 $1,654,096 Oil and gas production expenses $ 782,953 $ 839,641 Barrels produced 43,642 46,703 Mcf produced 725,498 646,898 Average price/Bbl $ 19.67 $ 17.05 Average price/Mcf $ 1.74 $ 1.33 As shown in the table above, total oil and gas sales increased $467,515 (28.3%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $387,590 was related to the increases in the average prices of oil and natural gas sold and $136,764 was related to the increase in the volumes of natural gas sold, partially offset by a $60,210 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 3,061 barrels, while volumes of natural gas sold increased by 78,600 Mcf for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.67 per barrel and $1.74 per Mcf, respectively, for the nine months ended September 30, 1996 from $17.05 per barrel and $1.33 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $56,688 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) workover expenses incurred on one well during the nine months ended September 30, 1995 in order to improve the recovery of reserves and (ii) a decrease in general repairs and maintenance expenses and compression expenses incurred on another well during the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 36.9% for the nine months ended September 30, 1996 from 50.8% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $740,585 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 34.3% for the nine months ended September 30, 1996 from 88.8% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. -51- General and administrative expenses decreased $196,147 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in legal fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 15.2% for the nine months ended September 30, 1996 from 31.4% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $13,106,574 or 57.28% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $563,030 $520,413 Oil and gas production expenses $124,717 $165,886 Barrels produced 10,504 12,930 Mcf produced 191,942 207,520 Average price/Bbl $ 20.89 $ 17.70 Average price/Mcf $ 1.79 $ 1.41 As shown in the table above, total oil and gas sales increased $42,617 (8.2%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $120,105 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $78,564 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 2,426 barrels and 15,578 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from the normal declines in production due to diminished oil reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Average oil and natural gas prices increased to $20.89 per barrel and $1.79 per Mcf, respectively, for the three months ended September 30, 1996 from $17.70 per barrel and $1.41 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $41,169 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) a decrease in general repairs and maintenance expenses incurred during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995 and (ii) the decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the -52- three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 22.2% for the three months ended September 30, 1996 from 31.9% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $154,274 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 25.5% for the three months ended September 30, 1996 from 57.2% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses increased $2,035 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This increase resulted primarily from an increase in both legal fees and printing and postage expenses during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.8% for the three months ended September 30, 1996 as compared to 9.2% for the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $1,794,471 $1,450,887 Oil and gas production expenses $ 428,421 $ 497,135 Barrels produced 36,741 41,077 Mcf produced 604,664 574,084 Average price/Bbl $ 19.14 $ 16.76 Average price/Mcf $ 1.80 $ 1.33 As shown in the table above, total oil and gas sales increased $343,584 (23.7%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $367,582 was related to the increases in the average prices of oil and natural gas sold and $55,044 was related to the increase in the volumes of natural gas sold, partially offset by a $82,991 decrease related to the decreases in the volumes of oil sold. Volumes of oil sold decreased by 4,336 barrels, while volumes of natural gas sold increased by 30,580 Mcf for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.14 per barrel and $1.80 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.76 per -53- barrel and $1.33 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $68,714 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during the nine months ended September 30, 1996 and (ii) a decrease in general repairs and maintenance expenses incurred during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, partially offset by the increases in severance taxes associated with the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 23.9% for the nine months ended September 30, 1996 from 34.3% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $392,662 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 25.9% for the nine months ended September 30, 1996 from 59.1% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses remained relatively constant for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 8.7% for the nine months ended September 30, 1996 from 10.7% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $12,553,051 or 73.24% of Limited Partners' capital contributions. -54- II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $1,190,247 $1,075,315 Oil and gas production expenses $ 269,949 $ 355,982 Barrels produced 22,039 27,476 Mcf produced 410,340 421,179 Average price/Bbl $ 20.90 $ 17.71 Average price/Mcf $ 1.78 $ 1.40 As shown in the table above, total oil and gas sales increased $114,932 (10.7%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $247,696 was related to the increases in the average prices of oil and natural gas sold partially offset by a $132,926 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 5,437 barrels and 10,839 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from (i) the normal declines in production due to diminished oil reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995 and (ii) the sale of several wells during 1996 and the later part of 1995. Average oil and natural gas prices increased to $20.90 per barrel and $1.78 per Mcf, respectively, for the three months ended September 30, 1996 from $17.71 per barrel and $1.40 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $86,033 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) a decrease in general repairs and maintenance expenses incurred during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995 and (ii) the decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 22.7% for the three months ended September 30, 1996 from 33.1% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $275,361 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves 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 -55- sales, this expense decreased to 27.6% for the three months ended September 30, 1996 from 56.1% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates and the impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses increased $2,569 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This increase resulted primarily from an increase in legal fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.1% for the three months ended September 30, 1996 as compared to 9.8% for the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $3,807,146 $3,107,583 Oil and gas production expenses $ 930,655 $1,096,603 Barrels produced 77,229 86,684 Mcf produced 1,295,413 1,235,139 Average price/Bbl $ 19.15 $ 16.77 Average price/Mcf $ 1.80 $ 1.34 As shown in the table above, total oil and gas sales increased $699,563 (22.5%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $774,472 was related to the increases in the average prices of oil and natural gas sold and $108,493 was related to the increase in the volumes of natural gas sold, partially offset by a $181,063 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 9,455 barrels and volumes of natural gas sold increased 60,274 Mcf for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.15 per barrel and $1.80 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.77 per barrel and $1.34 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $165,948 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during the nine months ended September 30, 1996 and (ii) a decrease in general repairs and maintenance expenses incurred during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, partially offset by the increase in severance taxes associated with the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to -56- the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 24.4% for the nine months ended September 30, 1996 from 35.3% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $743,837 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves 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 28.0% for the nine months ended September 30, 1996 from 58.2% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses remained relatively constant for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 8.9% for the nine months ended September 30, 1996 from 10.9% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $25,604,371 or 68.79% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $282,932 $255,156 Oil and gas production expenses $ 66,715 $ 89,202 Barrels produced 5,122 6,392 Mcf produced 100,841 101,981 Average price/Bbl $ 20.87 $ 17.69 Average price/Mcf $ 1.75 $ 1.39 As shown in the table above, total oil and gas sales increased $27,776 (10.9%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $57,040 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $26,505 decrease related to the decrease in the volumes of oil sold. Volumes of oil and natural gas sold decreased by 1,270 barrels -57- and 1,140 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from the normal declines in production due to diminished oil reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Average oil and natural gas prices increased to $20.87 per barrel and $1.75 per Mcf, respectively, for the three months ended September 30, 1996 from $17.69 per barrel and $1.39 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $22,487 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) a decrease in general repairs and maintenance expenses incurred during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995 and (ii) the decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 23.6% for the three months ended September 30, 1996 from 35.0% for the three months ended September 30, 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 September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $72,514 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 28.6% for the three months ended September 30, 1996 from 60.1% for the three months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses increased $1,469 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This increase resulted primarily from an increase in both legal fees and printing and postage expenses during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.4% for the three months ended September 30, 1996 as compared to 9.8% for the three months ended September 30, 1995. -58- NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 -------- -------- Oil and gas sales $909,731 $744,368 Oil and gas production expenses $230,938 $269,899 Barrels produced 17,978 20,185 Mcf produced 319,009 301,855 Average price/Bbl $ 19.16 $ 16.77 Average price/Mcf $ 1.77 $ 1.34 As shown in the table above, total oil and gas sales increased $165,363 (22.2%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $178,040 was related to the increases in the average prices of oil and natural gas sold and $30,363 was related to the increase in the volumes of natural gas sold, partially offset by a $42,286 decrease related to the decrease in the volumes of oil sold. Volumes of oil sold decreased by 2,207 barrels, while volumes of natural gas sold increased by 17,154 Mcf for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.16 per barrel and $1.77 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.77 per barrel and $1.34 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $38,961 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of several wells during the nine months ended September 30, 1996 and (ii) a decrease in general repairs and maintenance expenses incurred during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, partially offset by the increase in severance taxes associated with the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 25.4% for the nine months ended September 30, 1996 from 36.3% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $199,912 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 28.9% for the nine months ended September 30, 1996 from 62.1% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the upward revisions of previous reserve estimates discussed above and the increases in the average prices of oil and natural gas -59- sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses remained relatively constant for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 9.2% for the nine months ended September 30, 1996 from 11.1% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $5,919,364 or 64.54% of Limited Partners' capital contributions. -60- PART II: OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27.1 Financial Data Schedule containing summary financial information extracted from the II-A Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. All other exhibits are omitted as inapplicable. -61- (b) Reports on Form 8-K: Current Reports on Form 8-K filed during third quarter of 1996: Date of event: July 1, 1996 Date filed with SEC: July 8, 1996 Item Included: Item 5 - Other Events Date of event: July 17, 1996 Date filed with SEC: July 31, 1996 Item Included: Item 5 - Other Events -62- 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 II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H (Registrant) By: GEODYNE RESOURCES, INC. General Partner Date: November 14, 1996 By: /s/Dennis R. Neill ------------------------------ (Signature) Dennis R. Neill President Date: November 14, 1996 By: /s/Patrick M. Hall ------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -63- INDEX TO EXHIBITS ----------------- NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-A's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-B's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-C's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-D's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-E's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-F's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-G's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-H's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. All other exhibits are omitted as inapplicable.