SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1997 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 March 31, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,185,034 $ 875,918 Accounts receivable: General Partner (Note 2) 1,051 - Oil and gas sales 760,599 1,073,459 ---------- ---------- Total current assets $1,946,684 $1,949,377 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,338,525 6,170,793 DEFERRED CHARGE 948,217 948,217 ---------- ---------- $8,233,426 $9,068,387 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 113,564 $ 212,801 Gas imbalance payable 101,493 101,493 ---------- ---------- Total current liabilities $ 215,057 $ 314,294 ACCRUED LIABILITY $ 158,683 $ 158,683 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 361,047) ($ 342,481) Limited Partners, issued and outstanding, 484,283 units 8,220,733 8,937,891 ---------- ---------- Total Partners' capital $7,859,686 $8,595,410 ---------- ---------- $8,233,426 $9,068,387 ========== ========== The accompanying condensed 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 MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,515,197 $1,343,302 Interest income 6,953 3,760 Gain on sale of oil and gas properties - 158 ---------- ---------- $1,522,150 $1,347,220 COSTS AND EXPENSES: Lease operating $ 295,212 $ 411,514 Production tax 96,360 76,278 Depreciation, depletion, and amortization of oil and gas properties 196,682 295,827 Impairment provision 684,276 - General and administrative (Note 2) 163,586 161,750 ---------- ---------- $1,436,116 $ 945,369 ---------- ---------- NET INCOME $ 86,034 $ 401,851 ========== ========== GENERAL PARTNER - NET INCOME $ 39,192 $ 31,738 ========== ========== LIMITED PARTNERS - NET INCOME $ 46,842 $ 370,113 ========== ========== NET INCOME per unit $ .10 $ .76 ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying condensed 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 CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 86,034 $401,851 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 196,682 295,827 Impairment provision 684,276 - Gain on sale of oil and gas properties - ( 158) Increase in accounts receivable - General Partner ( 1,051) - (Increase) decrease in accounts receivable - oil and gas sales 312,860 ( 103,028) Decrease in accounts payable ( 99,237) ( 73,993) ---------- -------- Net cash provided by operating activities $1,179,564 $520,499 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 49,793) ($ 12,860) Proceeds from sale of oil and gas properties 1,103 477 ---------- -------- Net cash used by investing activities ($ 48,690) ($ 12,383) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 821,758) ($521,964) ---------- -------- Net cash used by financing activities ($ 821,758) ($521,964) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 309,116 ($ 13,848) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 875,918 508,024 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,185,034 $494,176 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 732,492 $ 569,257 Accounts receivable: Oil and gas sales 552,104 710,208 ---------- ---------- Total current assets $1,284,596 $1,279,465 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,459,635 4,140,409 DEFERRED CHARGE 160,103 160,103 ---------- ---------- $4,904,334 $5,579,977 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 75,983 $ 189,245 Gas imbalance payable 17,055 17,055 ---------- ---------- Total current liabilities $ 93,038 $ 206,300 ACCRUED LIABILITY $ 86,198 $ 86,198 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 273,704) ($ 265,183) Limited Partners, issued and outstanding, 361,719 units 4,998,802 5,552,662 ---------- ---------- Total Partners' capital $4,725,098 $5,287,479 ---------- ---------- $4,904,334 $5,579,977 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,079,349 $1,031,522 Interest income 4,064 1,510 Gain on sale of oil and gas properties - 963 ---------- ---------- $1,083,413 $1,033,995 COSTS AND EXPENSES: Lease operating $ 207,958 $ 300,863 Production tax 72,688 58,684 Depreciation, depletion, and amortization of oil and gas properties 139,331 253,088 Impairment provision 530,988 - General and administrative (Note 2) 127,448 124,787 ---------- ---------- $1,078,413 $ 737,422 ---------- ---------- NET INCOME $ 5,000 $ 296,573 ========== ========== GENERAL PARTNER - NET INCOME $ 26,860 $ 24,877 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 21,860) $ 271,696 ========== ========== NET (LOSS) INCOME per unit ($ .06) $ .75 ========== ========== UNITS OUTSTANDING 361,719 361,719 ========== ========== The accompanying condensed 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 CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 5,000 $296,573 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 139,331 253,088 Impairment provision 530,988 - Gain on sale of oil and gas properties - ( 963) (Increase) decrease in accounts receivable 158,104 ( 65,798) Decrease in accounts payable ( 113,262) ( 104,412) -------- -------- Net cash provided by operating activities $720,161 $378,488 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ - ($ 21,265) Proceeds from sale of oil and gas properties 10,455 963 -------- -------- Net cash provided (used) by investing activities $ 10,455 ($ 20,302) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($567,381) ($201,674) -------- -------- Net cash used by financing activities ($567,381) ($201,674) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $163,235 $156,512 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 569,257 168,239 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $732,492 $324,751 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1997 1996 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 378,704 $ 387,334 Accounts receivable: Oil and gas sales 264,571 340,182 ---------- ---------- Total current assets $ 643,275 $ 727,516 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,921,569 2,048,879 DEFERRED CHARGE 164,953 164,953 ---------- ---------- $2,729,797 $2,941,348 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 33,596 $ 69,727 Gas imbalance payable 10,386 10,386 ---------- ---------- Total current liabilities $ 43,982 $ 80,113 ACCRUED LIABILITY $ 69,148 $ 69,148 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 118,652) ($ 115,619) Limited Partners, issued and outstanding, 154,621 units 2,735,319 2,907,706 ---------- ---------- Total Partners' capital $2,616,667 $2,792,087 ---------- ---------- $2,729,797 $2,941,348 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $514,182 $468,349 Interest income 2,616 878 Gain on sale of oil and gas properties - 143 -------- -------- $516,798 $469,370 COSTS AND EXPENSES: Lease operating $ 91,938 $125,003 Production tax 35,866 27,823 Depreciation, depletion, and amortization of oil and gas properties 56,895 113,533 Impairment provision 66,617 - General and administrative (Note 2) 54,511 53,458 -------- -------- $305,827 $319,817 -------- -------- NET INCOME $210,971 $149,553 ======== ======== GENERAL PARTNER - NET INCOME $ 15,358 $ 11,975 ======== ======== LIMITED PARTNERS - NET INCOME $195,613 $137,578 ======== ======== NET INCOME per unit $ 1.27 $ .89 ======== ======== UNITS OUTSTANDING 154,621 154,621 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $210,971 $149,553 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 56,895 113,533 Impairment provision 66,617 - Gain on sale of oil and gas properties - ( 143) (Increase) decrease in accounts receivable 75,611 ( 5,086) Decrease in accounts payable ( 36,131) ( 24,750) -------- -------- Net cash provided by operating activities $373,963 $233,107 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of oil and gas properties $ 3,798 $ 20,466 -------- -------- Net cash provided by investing activities $ 3,798 $ 20,466 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($386,391) ($113,418) -------- -------- Net cash used by financing activities ($386,391) ($113,418) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 8,630) $140,155 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 387,334 82,353 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $378,704 $222,508 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 924,050 $ 906,737 Accounts receivable: General Partner (Note 2) 9,920 - Oil and gas sales 641,673 793,183 ---------- ---------- Total current assets $1,575,643 $1,699,920 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,085,130 4,390,791 DEFERRED CHARGE 863,139 863,139 ---------- ---------- $6,523,912 $6,953,850 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 82,225 $ 159,967 Gas imbalance payable 118,313 118,313 ---------- ---------- Total current liabilities $ 200,538 $ 278,280 ACCRUED LIABILITY $ 266,782 $ 266,782 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 225,225) ($ 218,956) Limited Partners, issued and outstanding, 314,878 units 6,281,817 6,627,744 ---------- ---------- Total Partners' capital $6,056,592 $6,408,788 ---------- ---------- $6,523,912 $6,953,850 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,210,897 $1,058,248 Interest income 6,570 2,546 Gain on sale of oil and gas properties 9,904 - ---------- ---------- $1,227,371 $1,060,794 COSTS AND EXPENSES: Lease operating $ 236,602 $ 380,682 Production tax 83,743 70,570 Depreciation, depletion, and amortization of oil and gas properties 164,483 200,330 Impairment provision 143,957 - General and administrative (Note 2) 113,236 110,288 ---------- ---------- $ 742,021 $ 761,870 ---------- ---------- NET INCOME $ 485,350 $ 298,924 ========== ========== GENERAL PARTNER - NET INCOME $ 36,277 $ 22,832 ========== ========== LIMITED PARTNERS - NET INCOME $ 449,073 $ 276,092 ========== ========== NET INCOME per unit $ 1.43 $ .88 ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $485,350 $298,924 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 164,483 200,330 Impairment provision 143,957 - Gain on sale of oil and gas properties ( 9,904) - Increase in accounts receivable - General Partner ( 9,920) - (Increase) decrease in accounts receivable - oil and gas sales 151,510 ( 53,422) Decrease in accounts payable ( 77,742) ( 7,394) -------- -------- Net cash provided by operating activities $847,734 $438,438 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,795) $ - Proceeds from sale of oil and gas properties 9,920 42,510 -------- -------- Net cash provided by investing activities $ 7,125 $ 42,510 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($837,546) ($422,751) -------- -------- Net cash used by financing activities ($837,546) ($422,751) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 17,313 $ 58,197 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 906,737 317,368 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $924,050 $375,565 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 613,587 $ 528,765 Accounts receivable: General Partner (Note 2) 6,106 - Oil and gas sales 424,103 512,573 ---------- ---------- Total current assets $1,043,796 $1,041,338 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,420,229 4,579,160 DEFERRED CHARGE 355,647 355,647 ---------- ---------- $4,819,672 $5,976,145 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 55,645 $ 133,181 Gas imbalance payable 161,181 161,181 ---------- ---------- Total current liabilities $ 216,826 $ 294,362 ACCRUED LIABILITY $ 59,234 $ 59,234 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 160,418) ($ 147,595) Limited Partners, issued and outstanding, 228,821 units 4,704,030 5,770,144 ---------- ---------- Total Partners' capital $4,543,612 $5,622,549 ---------- ---------- $4,819,672 $5,976,145 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ----------- -------- REVENUES: Oil and gas sales $ 780,293 $696,919 Interest income 4,211 1,740 Gain on sale of oil and gas properties - 402 ---------- -------- $ 784,504 $699,061 COSTS AND EXPENSES: Lease operating $ 171,907 $214,755 Production tax 64,417 48,804 Depreciation, depletion, and amortization of oil and gas properties 163,438 257,403 Impairment provision 992,851 - General and administrative (Note 2) 96,178 90,573 ---------- -------- $1,488,791 $611,535 ---------- -------- NET INCOME (LOSS) ($ 704,287) $ 87,526 ========== ======== GENERAL PARTNER - NET INCOME $ 10,827 $ 14,585 ========== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 715,114) $ 72,941 ========== ======== NET INCOME (LOSS) per unit ($ 3.13) $ .32 ========== ======== UNITS OUTSTANDING 228,821 228,821 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($704,287) $ 87,526 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 163,438 257,403 Impairment provision 992,851 - Gain on sale of oil and gas properties - ( 402) Increase in accounts receivable - General Partner ( 6,106) - (Increase) decrease in accounts receivable - oil and gas sales 88,470 ( 23,395) Decrease in accounts payable ( 77,536) ( 23,495) -------- -------- Net cash provided by operating activities $456,830 $297,637 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 3,464) $ - Proceeds from sale of oil and gas properties 6,106 8,751 -------- -------- Net cash provided by investing activities $ 2,642 $ 8,751 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($374,650) ($215,471) -------- -------- Net cash used by financing activities ($374,650) ($215,471) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 84,822 $ 90,917 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 528,765 201,042 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $613,587 $291,959 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1997 1996 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 506,067 $ 441,903 Accounts receivable: General Partner (Note 2) - 15,285 Oil and gas sales 450,048 429,839 ---------- ---------- Total current assets $ 956,115 $ 887,027 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,882,945 4,353,347 DEFERRED CHARGE 71,703 71,703 ---------- ---------- $3,910,763 $5,312,077 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 37,613 $ 42,918 Gas imbalance payable 31,577 31,577 ---------- ---------- Total current liabilities $ 69,190 $ 74,495 ACCRUED LIABILITY $ 28,322 $ 28,322 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 120,035) ($ 105,914) Limited Partners, issued and outstanding, 171,400 units 3,933,286 5,315,174 ---------- ---------- Total Partners' capital $3,813,251 $5,209,260 ---------- ---------- $3,910,763 $5,312,077 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- -------- REVENUES: Oil and gas sales $ 729,165 $619,018 Interest income 3,519 2,462 Gain on sale of oil and gas properties - 873 ---------- -------- $ 732,684 $622,353 COSTS AND EXPENSES: Lease operating $ 105,460 $112,428 Production tax 54,170 39,609 Depreciation, depletion, and amortization of oil and gas properties 101,899 168,341 Impairment provision 1,377,160 - General and administrative (Note 2) 54,944 55,694 ---------- -------- $1,693,633 $376,072 ---------- -------- NET INCOME (LOSS) ($ 960,949) $246,281 ========== ======== GENERAL PARTNER - NET INCOME $ 10,939 $ 18,925 ========== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 971,888) $227,356 ========== ======== NET INCOME (LOSS) per unit ($ 5.67) $ 1.33 ========== ======== UNITS OUTSTANDING 171,400 171,400 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 960,949) $246,281 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 101,899 168,341 Impairment provision 1,377,160 - Gain on sale of oil and gas properties - ( 873) Decrease in accounts receivable - General Partner 15,285 - Increase in accounts receivable - oil and gas sales ( 20,209) ( 48,319) Decrease in accounts payable ( 5,305) ( 45,470) ---------- -------- Net cash provided by operating activities $ 507,881 $319,960 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,657) ($ 1,525) Proceeds from sale of oil and gas properties - 873 ---------- -------- Net cash used by investing activities ($ 8,657) ($ 652) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 435,060) ($326,445) ---------- -------- Net cash used by financing activities ($ 435,060) ($326,445) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 64,164 ($ 7,137) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 441,903 325,816 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 506,067 $318,679 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,074,582 $ 932,165 Accounts receivable: General Partner (Note 2) - 34,620 Oil and gas sales 939,692 911,439 ---------- ----------- Total current assets $2,014,274 $ 1,878,224 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 6,236,459 9,542,790 DEFERRED CHARGE 155,718 155,718 ---------- ----------- $8,406,451 $11,576,732 ========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 80,450 $ 93,647 Gas imbalance payable 71,995 71,995 ---------- ----------- Total current liabilities $ 152,445 $ 165,642 ACCRUED LIABILITY $ 56,912 $ 56,912 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 276,873)($ 244,312) Limited Partners, issued and outstanding, 372,189 units 8,473,967 11,598,490 ---------- ----------- Total Partners' capital $8,197,094 $11,354,178 ---------- ----------- $8,406,451 $11,576,732 ========== =========== The accompanying condensed notes are an integral part of these combined financial statements. -20- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,536,333 $1,314,048 Interest income 7,432 5,022 Gain on sale of oil and gas properties - 1,852 ---------- ---------- $1,543,765 $1,320,922 COSTS AND EXPENSES: Lease operating $ 228,164 $ 246,114 Production tax 116,094 84,776 Depreciation, depletion, and amortization of oil and gas properties 222,726 385,782 Impairment provision 3,101,656 - General and administrative (Note 2) 119,251 120,885 ---------- ---------- $3,787,891 $ 837,557 ---------- ---------- NET INCOME (LOSS) ($2,244,126) $ 483,365 ========== ========== GENERAL PARTNER - NET INCOME $ 20,397 $ 39,348 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($2,264,523) $ 444,017 ========== ========== NET INCOME (LOSS) per unit ($ 6.08) $ 1.19 ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($2,244,126) $483,365 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 222,726 385,782 Impairment provision 3,101,656 - Gain on sale of oil and gas properties - ( 1,852) Decrease in accounts receivable - General Partner 34,620 - Increase in accounts receivable - oil and gas sales ( 28,253) ( 101,563) Decrease in accounts payable ( 13,197) ( 99,823) ---------- -------- Net cash provided by operating activities $1,073,426 $665,909 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 18,051) ($ 6,931) Proceeds from sale of oil and gas properties - 1,852 ---------- -------- Net cash used by investing activities ($ 18,051) ($ 5,079) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 912,958) ($678,145) ---------- -------- Net cash used by financing activities ($ 912,958) ($678,145) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 142,417 ($ 17,315) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 932,165 661,921 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,074,582 $644,606 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 253,505 $ 221,484 Accounts receivable: General Partner (Note 2) - 9,151 Oil and gas sales 216,854 216,574 ---------- ---------- Total current assets $ 470,359 $ 447,209 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,470,352 2,304,814 DEFERRED CHARGE 38,222 38,222 ---------- ---------- $1,978,933 $2,790,245 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 19,469 $ 23,354 Gas imbalance payable 16,547 16,547 ---------- ---------- Total current liabilities $ 36,016 $ 39,901 ACCRUED LIABILITY $ 14,139 $ 14,139 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 67,391) ($ 58,835) Limited Partners, issued and outstanding, 91,711 units 1,996,169 2,795,040 ---------- ---------- Total Partners' capital $1,928,778 $2,736,205 ---------- ---------- $1,978,933 $2,790,245 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $360,814 $316,369 Interest income 1,709 1,123 Gain on sale of oil and gas properties - 440 -------- -------- $362,523 $317,932 COSTS AND EXPENSES: Lease operating $ 56,403 $ 61,694 Production tax 28,031 20,607 Depreciation, depletion, and amortization of oil and gas properties 53,395 95,342 Impairment provision 785,220 - General and administrative (Note 2) 29,381 29,780 -------- -------- $952,430 $207,423 -------- -------- NET INCOME (LOSS) ($589,907) $110,509 ======== ======== GENERAL PARTNER - NET INCOME $ 3,964 $ 9,283 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($593,871) $101,226 ======== ======== NET INCOME (LOSS) per unit ($ 6.48) $ 1.10 ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -24- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($589,907) $110,509 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 53,395 95,342 Impairment provision 785,220 - Gain on sale of oil and gas properties - ( 440) Decrease in accounts receivable - General Partner 9,151 - Increase in accounts receivable - oil and gas sales ( 280) ( 25,449) Decrease in accounts payable ( 3,885) ( 25,360) -------- -------- Net cash provided by operating activities $253,694 $154,602 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 4,153) ($ 1,608) Proceeds from sale of oil and gas properties - 440 -------- -------- Net cash used by investing activities ($ 4,153) ($ 1,168) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($217,520) ($162,735) -------- -------- Net cash used by financing activities ($217,520) ($162,735) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 32,021 ($ 9,301) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 221,484 158,812 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $253,505 $149,511 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -25- GEODYNE ENERGY INCOME II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS MARCH 31, 1997 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of March 31, 1997, combined statements of operations for the three months ended March 31, 1997 and 1996 and combined statements of cash flows for the three months ended March 31, 1997 and 1996 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 March 31, 1997, the combined results of operations for the three months ended March 31, 1997 and 1996 and the combined cash flows for the three months ended March 31, 1997 and 1996. 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, 1996. The results of operations for the period ended March 31, 1997 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, plus an allocated portion of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net -26- cash results of operations, including interest incurred to finance the 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. The Partnerships' depletion, depreciation, and amortization includes dismantlement and abandonment costs, net of estimated salvage value. 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", which is intended to establish more consistent accounting standards for measuring the recoverability of long-lived assets. SFAS No. 121 requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field, rather than for the Partnership's properties as a whole as previously allowed by the Securities and Exchange Commission ("SEC"). 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, an impairment provision would be recorded for the excess amount. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the first quarter of 1997 pursuant to SFAS No. 121 as follows: Partnership Amount ----------- ------------ II-A $ 684,276 II-B 530,988 II-C 66,617 II-D 143,957 II-E 992,851 II-F 1,377,160 II-G 3,101,656 II-H 785,220 The risk that the Partnerships will be required to record such -27- 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 March 31, 1997 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- II-A $36,143 $127,443 II-B 32,258 95,190 II-C 13,822 40,689 II-D 30,373 82,863 II-E 35,962 60,216 II-F 7,839 45,105 II-G 21,307 97,944 II-H 5,246 24,135 Affiliates of the Partnership's operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. The receivable from the General Partner at December 31, 1996 for the II-F, II-G, and II-H Partnerships represented proceeds due to such Partnerships for the sale of oil and gas properties. Subsequent to December 31, 1996 such receivable was collected by the II-F, II-G, and II-H Partnerships. The receivable from the General Partner at March 31, 1997 for the II-A, II-D, and II-E Partnerships represents proceeds due to such Partnerships for the sale of oil and gas properties. Subsequent to March 31, 1997 such receivable was collected by the II-A, II- D, and II-E Partnerships. -28- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, or otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a 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 ----------- ------------------ --------------- -29- 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. While the General Partner cannot predict future pricing trends, it believes the working capital available as of March 31, 1997 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. An analysis of the change in net oil and gas operations (oil and gas sales, less lease operating expenses and production taxes), is presented in the tables within "Results of Operations". Generally, the Partnerships' operations during the three months ended March 31, 1997 reflected a decrease in production of oil and gas and an increase in the average prices of oil and 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 MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three months ended March 31, ---------------------------- 1997 1996 -30- ---------- ---------- Oil and gas sales $1,515,197 $1,343,302 Oil and gas production expenses $ 391,572 $ 487,792 Barrels produced 24,515 31,090 Mcf produced 396,730 387,882 Average price/Bbl $ 21.75 $ 18.28 Average price/Mcf $ 2.48 $ 2.00 As shown in the table above, total oil and gas sales increased $171,895 (12.8%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $85,000 and $190,000, respectively, were related to increases in the average prices of oil and gas sold and an increase of approximately $18,000 was related to an increase in volumes of gas sold, partially offset by a decrease of approximately $120,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 6,575 barrels, while volumes of gas sold increased 8,848 Mcf for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of oil sold resulted primarily from (i) the sale of one oil producing well during the three months ended March 31, 1996 and (ii) positive prior period volume adjustments made by the purchasers on three wells during the three months ended March 31, 1996. Average oil and gas prices increased to $21.75 per barrel and $2.48 per Mcf, respectively, for the three months ended March 31, 1997 from $18.28 per barrel and $2.00 per Mcf, respectively, for the three months ended March 31, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $96,220 (19.7%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) workover expenses incurred on three wells during the three months ended March 31, 1996 in order to improve the recovery of reserves, (ii) a decrease in general repairs and maintenance expenses incurred on several wells during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996, and (iii) the decrease in volumes of oil sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996, partially offset by an increase in production taxes associated with the increase in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses decreased to 25.8% for the three months ended March 31, 1997 from 36.3% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in production expenses discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $99,145 (33.5%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 13.0% for the three months ended March 31, 1997 from 22.0% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in -31- depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The II-A Partnership recognized a non-cash charge against earnings of $684,276 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-A Partnership's adoption of SFAS No. 121. Of this amount, $223,943 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $460,333 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 10.8% for the three months ended March 31, 1997 as compared to 12.0% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $39,590,357 or 81.75% of Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three months ended March 31, ---------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,079,349 $1,031,522 Oil and gas production expenses $ 280,646 $ 359,547 Barrels produced 15,431 26,094 Mcf produced 292,664 278,544 Average price/Bbl $ 21.89 $ 18.37 Average price/Mcf $ 2.53 $ 1.98 As shown in the table above, total oil and gas sales increased $47,827 (4.6%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $54,000 and $161,000, respectively, were related to increases in the average prices of oil and gas sold and an increase of approximately $28,000 was related to an increase in volumes of gas sold, partially offset by a decrease of approximately $196,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 10,663 barrels, while volumes of gas sold increased 14,120 Mcf for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of oil sold resulted primarily from (i) the sale of one oil producing well during the three months ended March 31, 1996 and (ii) positive prior period volume adjustments made by the purchasers on several wells during the three months ended March 31, 1996. Average oil and gas prices increased to $21.89 per barrel and $2.53 per Mcf, respectively, for the three months ended March 31, 1997 from $18.37 per barrel and $1.98 per Mcf, respectively, for the three months ended March -32- 31, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $78,901 (21.9%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) a decrease in production expenses due to the sale of one well during 1996, (ii) workover expenses incurred on three wells during the three months ended March 31, 1996 in order to improve the recovery of reserves, and (iii) the decrease in volumes of oil sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses decreased to 26.0% for the three months ended March 31, 1997 from 34.9% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in production expenses discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $113,757 (44.9%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 12.9% for the three months ended March 31, 1997 from 24.5% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The II-B Partnership recognized a non-cash charge against earnings of $530,988 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-B Partnership's adoption of SFAS No. 121. Of this amount, $134,003 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $396,985 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 11.8% for the three months ended March 31, 1997 as compared to 12.1% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $28,165,916 or 77.87% of Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS -33- ENDED MARCH 31, 1996. Three months ended March 31, ---------------------------- 1997 1996 -------- -------- Oil and gas sales $514,182 $468,349 Oil and gas production expenses $127,804 $152,826 Barrels produced 5,073 8,984 Mcf produced 160,273 163,038 Average price/Bbl $ 22.45 $ 18.48 Average price/Mcf $ 2.50 $ 1.85 As shown in the table above, total oil and gas sales increased $45,833 (9.8%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $20,000 and $104,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $72,000 and $5,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 3,911 barrels and 2,765 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of oil sold resulted primarily from positive prior period volume adjustments made by the purchasers on several wells during the three months ended March 31, 1996. Average oil and gas prices increased to $22.45 per barrel and $2.50 per Mcf, respectively, for the three months ended March 31, 1997 from $18.48 per barrel and $1.85 per Mcf, respectively, for the three months ended March 31, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $25,022 (16.4%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996 and (ii) workover expenses incurred on three wells during the three months ended March 31, 1996 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 24.9% for the three months ended March 31, 1997 from 32.6% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in production expenses discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $56,638 (49.9%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 11.1% for the three months ended March 31, 1997 from 24.2% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil -34- and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The II-C Partnership recognized a non-cash charge against earnings of $66,617 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-C Partnership's adoption of SFAS No. 121. Of this amount, $36,163 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $30,454 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 10.6% for the three months ended March 31, 1997 as compared to 11.4% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $12,290,686 or 79.49% of Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three months ended March 31, ---------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,210,897 $1,058,248 Oil and gas production expenses $ 320,345 $ 451,252 Barrels produced 12,702 18,182 Mcf produced 409,945 427,503 Average price/Bbl $ 23.67 $ 18.08 Average price/Mcf $ 2.22 $ 1.71 As shown in the table above, total oil and gas sales increased $152,649 (14.4%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $71,000 and $209,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $99,000 and $30,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 5,480 barrels and 17,558 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of oil sold resulted primarily from the sale of one oil producing well during 1996. Average oil and gas prices increased to $23.67 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 1997 from $18.08 per barrel and $1.71 per Mcf, respectively, for the three months ended March 31, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $130,907 (29.0%) for the -35- three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) a decrease in production expenses due to the sale of one well during 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996, partially offset by an increase in production taxes associated with the increase in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses decreased to 26.5% for the three months ended March 31, 1997 from 42.6% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in production expenses discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $35,847 (17.9%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 13.6% for the three months ended March 31, 1997 from 18.9% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The II-D Partnership recognized a non-cash charge against earnings of $143,957 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-D Partnership's adoption of SFAS No. 121. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.4% for the three months ended March 31, 1997 as compared to 10.4% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $23,532,903 or 74.74% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three months ended March 31, ---------------------------- 1997 1996 -36- -------- -------- Oil and gas sales $780,293 $696,919 Oil and gas production expenses $236,324 $263,559 Barrels produced 12,061 14,969 Mcf produced 204,651 259,601 Average price/Bbl $ 21.22 $ 18.33 Average price/Mcf $ 2.56 $ 1.63 As shown in the table above, total oil and gas sales increased $83,374 (12.0%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $35,000 and $190,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $53,000 and $90,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,908 barrels and 54,950 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of oil sold resulted primarily from the sale of one oil producing well during 1996. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished gas reserves on two wells, (ii) positive prior period volume adjustments made by the purchasers on two wells during the three months ended March 31, 1996, (iii) the sale of one gas producing well during 1996, and (iv) a negative prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1997. Average oil and gas prices increased to $21.22 per barrel and $2.56 per Mcf, respectively, for the three months ended March 31, 1997 from $18.33 per barrel and $1.63 per Mcf, respectively, for the three months ended March 31, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $27,235 (10.3%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996, partially offset by an increase in production taxes associated with the increase in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses decreased to 30.3% for the three months ended March 31, 1997 from 37.8% for the three months ended March 31, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $93,965 (36.5%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 20.9% for the three months ended March 31, 1997 from 36.9% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as -37- compared to the three months ended March 31, 1996. The II-E Partnership recognized a non-cash charge against earnings of $992,851 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-E Partnership's adoption of SFAS No. 121. Of this amount, $317,979 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $674,872 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses increased $5,605 (6.2%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This increase resulted primarily from an increase in professional fees during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 12.3% for the three months ended March 31, 1997 as compared to 13.0% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $13,776,574 or 60.21% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three months ended March 31, ---------------------------- 1997 1996 -------- -------- Oil and gas sales $729,165 $619,018 Oil and gas production expenses $159,630 $152,037 Barrels produced 12,012 13,335 Mcf produced 143,209 218,817 Average price/Bbl $ 20.89 $ 17.56 Average price/Mcf $ 3.34 $ 1.76 As shown in the table above, total oil and gas sales increased $110,147 (17.8%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $40,000 and $226,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $23,000 and $133,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,323 barrels and 75,608 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) a positive prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1996 and (ii) a negative prior period volume adjustment made by the purchaser on another well during the three months ended March 31, 1997. Average oil and gas prices increased to $20.89 per -38- barrel and $3.34 per Mcf, respectively, for the three months ended March 31, 1997 from $17.56 per barrel and $1.76 per Mcf, respectively, for the three months ended March 31, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $7,593 (5.0%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This increase resulted primarily from an increase in production taxes associated with the increase in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses decreased to 21.9% for the three months ended March 31, 1997 from 24.6% for the three months ended March 31, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $66,442 (39.5%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 14.0% for the three months ended March 31, 1997 from 27.2% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The II-F Partnership recognized a non-cash charge against earnings of $1,377,160 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-F Partnership's adoption of SFAS No. 121. Of this amount, $208,255 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $1,168,905 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 7.5% for the three months ended March 31, 1997 as compared to 9.0% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $13,452,051 or 78.48% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. -39- Three months ended March 31, ---------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,536,333 $1,314,048 Oil and gas production expenses $ 344,258 $ 330,890 Barrels produced 25,247 28,042 Mcf produced 307,748 469,404 Average price/Bbl $ 20.89 $ 17.56 Average price/Mcf $ 3.28 $ 1.75 As shown in the table above, total oil and gas sales increased $222,285 (16.9%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $84,000 and $471,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $49,000 and $283,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,795 barrels and 161,656 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on two wells during the three months ended March 31, 1996 and (ii) negative prior period volume adjustments made by the purchasers on two other wells during the three months ended March 31, 1997. Average oil and gas prices increased to $20.89 per barrel and $3.28 per Mcf, respectively, for the three months ended March 31, 1997 from $17.56 per barrel and $1.75 per Mcf, respectively, for the three months ended March 31, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $13,368 (4.0%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This increase resulted primarily from an increase in production taxes associated with the increase in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses decreased to 22.4% for the three months ended March 31, 1997 from 25.2% for the three months ended March 31, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $163,056 (42.3%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 14.5% for the three months ended March 31, 1997 from 29.4% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The II-G Partnership recognized a non-cash charge against -40- earnings of $3,101,656 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-G Partnership's adoption of SFAS No. 121. Of this amount, $489,672 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $2,611,984 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 7.8% for the three months ended March 31, 1997 as compared to 9.2% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $27,498,371 or 73.88% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three months ended March 31, ---------------------------- 1997 1996 -------- -------- Oil and gas sales $360,814 $316,369 Oil and gas production expenses $ 84,434 $ 82,301 Barrels produced 5,881 6,523 Mcf produced 75,183 115,891 Average price/Bbl $ 20.90 $ 17.57 Average price/Mcf $ 3.16 $ 1.74 As shown in the table above, total oil and gas sales increased $44,445 (14.0%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $20,000 and $107,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $11,000 and $71,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 642 barrels and 40,708 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on two wells during the three months ended March 31, 1996, (ii) negative prior period volume adjustments made by the purchasers on two other wells during the three months ended March 31, 1997, and (iii) a normal decline in production due to diminished gas reserves on one well. Average oil and gas prices increased to $20.90 per barrel and $3.16 per Mcf, respectively, for the three months ended March 31, 1997 from $17.57 per barrel and $1.74 per Mcf, respectively, for the three months ended March 31, 1996. Oil and gas production expenses (including lease operating -41- expenses and production taxes) increased $2,133 (2.6%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This increase resulted primarily from an increase in production taxes associated with the increase in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses decreased to 23.4% for the three months ended March 31, 1997 from 26.0% for the three months ended March 31, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $41,947 (44.0%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining gas reserves at December 31, 1996 and (ii) the decrease in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, this expense decreased to 14.8% for the three months ended March 31, 1997 from 30.1% for the three months ended March 31, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The II-H Partnership recognized a non-cash charge against earnings of $785,220 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-H Partnership's adoption of SFAS No. 121. Of this amount, $125,223 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $659,997 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.1% for the three months ended March 31, 1997 as compared to 9.4% for the three months ended March 31, 1996. The Limited Partners have received cash distributions through March 31, 1997 totaling $6,368,364 or 69.44% of Limited Partners' capital contributions. -42- 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 March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K: Current Reports on Form 8-K filed during first quarter of 1997: Date of event: January 24, 1997 Date filed with SEC: January 24, 1997 Items Included: Item 5 - Other Events Item 7 - Exhibits -43- 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: May 12, 1997 By: /s/Dennis R. Neill ------------------------------ (Signature) Dennis R. Neill President Date: May 12, 1997 By: /s/Patrick M. Hall ------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -44- 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 March 31, 1997 and for the three months ended March 31, 1997, 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 March 31, 1997 and for the three months ended March 31, 1997, 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 March 31, 1997 and for the three months ended March 31, 1997, 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 March 31, 1997 and for the three months ended March 31, 1997, 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 March 31, 1997 and for the three months ended March 31, 1997, 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 March 31, 1997 and for the three months ended March 31, 1997, 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 March 31, 1997 and for the three months ended March 31, 1997, 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 March 31, 1997 and for the three months ended March 31, 1997, filed herewith. All other exhibits are omitted as inapplicable.