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 June 30, 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 X No ----- ----- 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 June 30, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 831,101 $ 875,918 Accounts receivable: General Partner (Note 2) 45,411 - Oil and gas sales 842,811 1,073,459 ---------- ---------- Total current assets $1,719,323 $1,949,377 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,165,069 6,170,793 DEFERRED CHARGE 948,217 948,217 ---------- ---------- $7,832,609 $9,068,387 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 129,991 $ 212,801 Gas imbalance payable 101,493 101,493 ---------- ---------- Total current liabilities $ 231,484 $ 314,294 ACCRUED LIABILITY $ 158,683 $ 158,683 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 357,058) ($ 342,481) Limited Partners, issued and outstanding, 484,283 units 7,799,500 8,937,891 ---------- ---------- Total Partners' capital $7,442,442 $8,595,410 ---------- ---------- $7,832,609 $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 JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,508,683 $1,286,587 Interest income 10,074 4,336 Gain (loss) on sale of oil and gas properties 57,024 ( 6,798) ---------- ---------- $1,575,781 $1,284,125 COSTS AND EXPENSES: Lease operating $ 431,151 $ 369,872 Production tax 83,728 71,136 Depreciation, depletion, and amortization of oil and gas properties 192,985 272,557 General and administrative (Note 2) 163,724 161,785 ---------- ---------- $ 871,588 $ 875,350 ---------- ---------- NET INCOME $ 704,193 $ 408,775 ========== ========== GENERAL PARTNER - NET INCOME $ 42,425 $ 31,124 ========== ========== LIMITED PARTNERS - NET INCOME $ 661,768 $ 377,651 ========== ========== NET INCOME per unit $ 1.37 $ .78 ========== ========== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $3,023,880 $2,629,889 Interest income 17,027 8,096 Gain (loss) on sale of oil and gas properties 57,024 ( 6,640) ---------- ---------- $3,097,931 $2,631,345 COSTS AND EXPENSES: Lease operating $ 726,363 $ 781,386 Production tax 180,088 147,414 Depreciation, depletion, and amortization of oil and gas properties 389,667 568,384 Impairment provision 684,276 - General and administrative (Note 2) 327,310 323,535 ---------- ---------- $2,307,704 $1,820,719 ---------- ---------- NET INCOME $ 790,227 $ 810,626 ========== ========== GENERAL PARTNER - NET INCOME $ 81,618 $ 62,862 ========== ========== LIMITED PARTNERS - NET INCOME $ 708,609 $ 747,764 ========== ========== NET INCOME per unit $ 1.46 $ 1.54 ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 790,227 $ 810,626 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 389,667 568,384 Impairment provision 684,276 - (Gain) loss on sale of oil and gas properties ( 57,024) 6,640 Increase in accounts receivable - General Partner ( 45,411) - (Increase) decrease in accounts receivable - oil and gas sales 230,648 ( 79,328) Decrease in accounts payable ( 82,810) ( 80,198) ---------- ---------- Net cash provided by operating activities $1,909,573 $1,226,124 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 75,753) ($ 21,605) Proceeds from sale of oil and gas properties 64,558 23,337 ---------- ---------- Net cash provided (used) by investing activities ($ 11,195) $ 1,732 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,943,195) ($1,027,029) ---------- ---------- Net cash used by financing activities ($1,943,195) ($1,027,029) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 44,817) $ 200,827 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 875,918 508,024 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 831,101 $ 708,851 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 481,884 $ 569,257 Accounts receivable: General Partner (Note 2) 50,278 - Oil and gas sales 561,504 710,208 ---------- ---------- Total current assets $1,093,666 $1,279,465 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,347,643 4,140,409 DEFERRED CHARGE 160,103 160,103 ---------- ---------- $4,601,412 $5,579,977 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 86,958 $ 189,245 Gas imbalance payable 17,055 17,055 ---------- ---------- Total current liabilities $ 104,013 $ 206,300 ACCRUED LIABILITY $ 86,198 $ 86,198 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 307,151) ($ 265,183) Limited Partners, issued and outstanding, 361,719 units 4,718,352 5,552,662 ---------- ---------- Total Partners' capital $4,411,201 $5,287,479 ---------- ---------- $4,601,412 $5,579,977 ========== ========== 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 OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- --------- REVENUES: Oil and gas sales $ 980,036 $917,850 Interest income 5,927 2,885 Gain on sale of oil and gas properties 50,476 685 ---------- -------- $1,036,439 $921,420 COSTS AND EXPENSES: Lease operating $ 271,921 $250,709 Production tax 57,004 49,596 Depreciation, depletion, and amortization of oil and gas properties 122,525 211,033 General and administrative (Note 2) 130,090 136,395 ---------- -------- $ 581,540 $647,733 ---------- -------- NET INCOME $ 454,899 $273,687 ========== ======== GENERAL PARTNER - NET INCOME $ 27,350 $ 21,981 ========== ======== LIMITED PARTNERS - NET INCOME $ 427,549 $251,706 ========== ======== NET INCOME per unit $ 1.18 $ .70 ========== ======== UNITS OUTSTANDING 361,719 361,719 ========== ======== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $2,059,385 $1,949,372 Interest income 9,991 4,395 Gain on sale of oil and gas properties 50,476 1,648 ---------- ---------- $2,119,852 $1,955,415 COSTS AND EXPENSES: Lease operating $ 479,879 $ 551,572 Production tax 129,692 108,280 Depreciation, depletion, and amortization of oil and gas properties 261,856 464,121 Impairment provision 530,988 - General and administrative (Note 2) 257,538 261,182 ---------- ---------- $1,659,953 $1,385,155 ---------- ---------- NET INCOME $ 459,899 $ 570,260 ========== ========== GENERAL PARTNER - NET INCOME $ 54,209 $ 46,858 ========== ========== LIMITED PARTNERS - NET INCOME $ 405,690 $ 523,402 ========== ========== NET INCOME per unit $ 1.12 $ 1.45 ========== ========== UNITS OUTSTANDING 361,719 361,719 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 459,899 $570,260 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 261,856 464,121 Impairment provision 530,988 - Gain on sale of oil and gas properties ( 50,476) ( 1,648) Increase in accounts receivable - General Partner ( 50,278) - (Increase) decrease in accounts receivable 148,704 ( 41,330) Decrease in accounts payable ( 102,287) ( 113,535) ---------- -------- Net cash provided by operating activities $1,198,406 $877,868 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 1,043) ($ 46,535) Proceeds from sale of oil and gas properties 51,441 19,177 ---------- -------- Net cash provided (used) by investing activities $ 50,398 ($ 27,358) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,336,177) ($534,067) ---------- -------- Net cash used by financing activities ($1,336,177) ($534,067) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 87,373) $316,443 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 569,257 168,239 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 481,884 $484,682 ========== ======== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1997 1996 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 348,041 $ 387,334 Accounts receivable: General Partner (Note 2) 32,946 - Oil and gas sales 249,628 340,182 ---------- ---------- Total current assets $ 630,615 $ 727,516 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,837,938 2,048,879 DEFERRED CHARGE 164,953 164,953 ---------- ---------- $2,633,506 $2,941,348 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 34,038 $ 69,727 Gas imbalance payable 10,386 10,386 ---------- ---------- Total current liabilities $ 44,424 $ 80,113 ACCRUED LIABILITY $ 69,148 $ 69,148 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 115,350) ($ 115,619) Limited Partners, issued and outstanding, 154,621 units 2,635,284 2,907,706 ---------- ---------- Total Partners' capital $2,519,934 $2,792,087 ---------- ---------- $2,633,506 $2,941,348 ========== ========== The accompanying condensed 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 JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $427,984 $428,354 Interest income 3,155 1,710 Gain on sale of oil and gas properties 90,348 1,152 -------- -------- $521,487 $431,216 COSTS AND EXPENSES: Lease operating $106,476 $115,174 Production tax 28,957 26,747 Depreciation, depletion, and amortization of oil and gas properties 50,034 99,777 General and administrative (Note 2) 56,221 58,916 -------- -------- $241,688 $300,614 -------- -------- NET INCOME $279,799 $130,602 ======== ======== GENERAL PARTNER - NET INCOME $ 15,834 $ 10,436 ======== ======== LIMITED PARTNERS - NET INCOME $263,965 $120,166 ======== ======== NET INCOME per unit $ 1.71 $ .78 ======== ======== UNITS OUTSTANDING 154,621 154,621 ======== ======== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- -------- REVENUES: Oil and gas sales $ 942,166 $896,703 Interest income 5,771 2,588 Gain on sale of oil and gas properties 90,348 1,295 ---------- -------- $1,038,285 $900,586 COSTS AND EXPENSES: Lease operating $ 198,414 $240,177 Production tax 64,823 54,570 Depreciation, depletion, and amortization of oil and gas properties 106,929 213,310 Impairment provision 66,617 - General and administrative (Note 2) 110,732 112,374 ---------- -------- $ 547,515 $620,431 ---------- -------- NET INCOME $ 490,770 $280,155 ========== ======== GENERAL PARTNER - NET INCOME $ 31,192 $ 22,411 ========== ======== LIMITED PARTNERS - NET INCOME $ 459,578 $257,744 ========== ======== NET INCOME per unit $ 2.97 $ 1.67 ========== ======== UNITS OUTSTANDING 154,621 154,621 ========== ======== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $490,770 $280,155 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 106,929 213,310 Impairment provision 66,617 - Gain on sale of oil and gas properties ( 90,348) ( 1,295) Increase in accounts receivable - General Partner ( 32,946) - (Increase) decrease in accounts receivable - oil and gas sales 90,554 1,808 Decrease in accounts payable ( 35,689) ( 25,512) -------- -------- Net cash provided by operating activities $595,887 $468,466 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,567) $ - Proceeds from sale of oil and gas properties 130,310 15,267 -------- -------- Net cash provided by investing activities $127,743 $ 15,267 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($762,923) ($341,056) -------- -------- Net cash used by financing activities ($762,923) ($341,056) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 39,293) $142,677 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 387,334 82,353 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $348,041 $225,030 ======== ======== The accompanying condensed 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 June 30, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 818,799 $ 906,737 Accounts receivable: General Partner (Note 2) 71,625 - Oil and gas sales 610,229 793,183 ---------- ---------- Total current assets $1,500,653 $1,699,920 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,837,014 4,390,791 DEFERRED CHARGE 863,139 863,139 ---------- ---------- $6,200,806 $6,953,850 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 93,816 $ 159,967 Gas imbalance payable 118,313 118,313 ---------- ---------- Total current liabilities $ 212,129 $ 278,280 ACCRUED LIABILITY $ 266,782 $ 266,782 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 225,590) ($ 218,956) Limited Partners, issued and outstanding, 314,878 units 5,947,485 6,627,744 ---------- ---------- Total Partners' capital $5,721,895 $6,408,788 ---------- ---------- $6,200,806 $6,953,850 ========== ========== The accompanying condensed 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 JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,069,055 $1,021,696 Interest income 8,552 2,751 Gain on sale of oil and gas properties 75,486 1,250 ---------- ---------- $1,153,093 $1,025,697 COSTS AND EXPENSES: Lease operating $ 292,478 $ 467,151 Production tax 82,708 69,915 Depreciation, depletion, and amortization of oil and gas properties 144,252 175,011 General and administrative (Note 2) 116,802 125,143 ---------- ---------- $ 636,240 $ 837,220 ---------- ---------- NET INCOME $ 516,853 $ 188,477 ========== ========== GENERAL PARTNER - NET INCOME $ 31,185 $ 16,287 ========== ========== LIMITED PARTNERS - NET INCOME $ 485,668 $ 172,190 ========== ========== NET INCOME per unit $ 1.54 $ .55 ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $2,279,952 $2,079,944 Interest income 15,122 5,297 Gain on sale of oil and gas properties 85,390 1,250 ---------- ---------- $2,380,464 $2,086,491 COSTS AND EXPENSES: Lease operating $ 529,080 $ 847,833 Production tax 166,451 140,485 Depreciation, depletion, and amortization of oil and gas properties 308,735 375,341 Impairment provision 143,957 - General and administrative (Note 2) 230,038 235,431 ---------- ---------- $1,378,261 $1,599,090 ---------- ---------- NET INCOME $1,002,203 $ 487,401 ========== ========== GENERAL PARTNER - NET INCOME $ 67,462 $ 39,119 ========== ========== LIMITED PARTNERS - NET INCOME $ 934,741 $ 448,282 ========== ========== NET INCOME per unit $ 2.97 $ 1.42 ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,002,203 $487,401 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 308,735 375,341 Impairment provision 143,957 - Gain on sale of oil and gas properties ( 85,390) ( 1,250) Increase in accounts receivable - General Partner ( 71,625) - (Increase) decrease in accounts receivable - oil and gas sales 182,954 ( 62,546) Decrease in accounts payable ( 66,151) ( 6,071) ---------- -------- Net cash provided by operating activities $1,414,683 $792,875 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 4,402) $ - Proceeds from sale of oil and gas properties 190,877 8,404 ---------- -------- Net cash provided by investing activities $ 186,475 $ 8,404 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,689,096) ($802,946) ---------- -------- Net cash used by financing activities ($1,689,096) ($802,946) ---------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 87,938) ($ 1,667) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 906,737 317,368 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 818,799 $315,701 ========== ======== The accompanying condensed 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 June 30, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 687,107 $ 528,765 Accounts receivable: General Partner (Note 2) 1,275 - Oil and gas sales 370,941 512,573 ---------- ---------- Total current assets $1,059,323 $1,041,338 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,082,195 4,579,160 DEFERRED CHARGE 355,647 355,647 ---------- ---------- $4,497,165 $5,976,145 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 62,434 $ 133,181 Gas imbalance payable 161,181 161,181 ---------- ---------- Total current liabilities $ 223,615 $ 294,362 ACCRUED LIABILITY $ 59,234 $ 59,234 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 162,082) ($ 147,595) Limited Partners, issued and outstanding, 228,821 units 4,376,398 5,770,144 ---------- ---------- Total Partners' capital $4,214,316 $5,622,549 ---------- ---------- $4,497,165 $5,976,145 ========== ========== The accompanying condensed 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 JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- -------- REVENUES: Oil and gas sales $599,676 $676,499 Interest income 5,426 1,940 Gain on sale of oil and gas properties 51,772 2,537 -------- -------- $656,874 $680,976 COSTS AND EXPENSES: Lease operating $222,653 $225,613 Production tax 49,992 45,525 Depreciation, depletion, and amortization of oil and gas properties 152,599 215,802 General and administrative (Note 2) 105,103 131,448 -------- -------- $530,347 $618,388 -------- -------- NET INCOME $126,527 $ 62,588 ======== ======== GENERAL PARTNER - NET INCOME $ 12,159 $ 11,664 ======== ======== LIMITED PARTNERS - NET INCOME $114,368 $ 50,924 ======== ======== NET INCOME per unit $ .50 $ .22 ======== ======== UNITS OUTSTANDING 228,821 228,821 ======== ======== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- REVENUES: Oil and gas sales $1,379,969 $1,373,418 Interest income 9,637 3,680 Gain on sale of oil and gas properties 51,772 2,939 ---------- ---------- $1,441,378 $1,380,037 COSTS AND EXPENSES: Lease operating $ 394,560 $ 440,368 Production tax 114,409 94,329 Depreciation, depletion, and amortization of oil and gas properties 316,037 473,205 Impairment provision 992,851 - General and administrative (Note 2) 201,281 222,021 ---------- ---------- $2,019,138 $1,229,923 ---------- ---------- NET INCOME (LOSS) ($ 577,760) $ 150,114 ========== ========== GENERAL PARTNER - NET INCOME $ 22,986 $ 26,250 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 600,746) $ 123,864 ========== ========== NET INCOME (LOSS) per unit ($ 2.63) $ .54 ========== ========== UNITS OUTSTANDING 228,821 228,821 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($577,760) $150,114 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 316,037 473,205 Impairment provision 992,851 - Gain on sale of oil and gas properties ( 51,772) ( 2,939) Increase in accounts receivable - General Partner ( 1,275) - (Increase) decrease in accounts receivable - oil and gas sales 141,632 ( 32,932) Decrease in accounts payable ( 70,747) ( 16,210) -------- -------- Net cash provided by operating activities $748,966 $571,238 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,629) ($ 12,344) Proceeds from sale of oil and gas properties 245,478 2,939 -------- -------- Net cash provided (used) by investing activities $239,849 ($ 9,405) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($830,473) ($512,775) -------- -------- Net cash used by financing activities ($830,473) ($512,775) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $158,342 $ 49,058 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 528,765 201,042 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $687,107 $250,100 ======== ======== The accompanying condensed 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 June 30, December 31, 1997 1996 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 710,290 $ 441,903 Accounts receivable: General Partner (Note 2) 3,116 15,285 Oil and gas sales 325,473 429,839 ---------- ---------- Total current assets $1,038,879 $ 887,027 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,655,821 4,353,347 DEFERRED CHARGE 71,703 71,703 ---------- ---------- $3,766,403 $5,312,077 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 31,377 $ 42,918 Gas imbalance payable 31,577 31,577 ---------- ---------- Total current liabilities $ 62,954 $ 74,495 ACCRUED LIABILITY $ 28,322 $ 28,322 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 118,649) ($ 105,914) Limited Partners, issued and outstanding, 171,400 units 3,793,776 5,315,174 ---------- ---------- Total Partners' capital $3,675,127 $5,209,260 ---------- ---------- $3,766,403 $5,312,077 ========== ========== The accompanying condensed 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 JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $447,250 $612,423 Interest income 4,571 2,894 Gain on sale of oil and gas properties 166,768 - -------- -------- $618,589 $615,317 COSTS AND EXPENSES: Lease operating $ 72,158 $111,976 Production tax 30,708 39,691 Depreciation, depletion, and amortization of oil and gas properties 103,640 153,094 General and administrative (Note 2) 54,812 51,013 -------- -------- $261,318 $355,774 -------- -------- NET INCOME $357,271 $259,543 ======== ======== GENERAL PARTNER - NET INCOME $ 21,781 $ 18,956 ======== ======== LIMITED PARTNERS - NET INCOME $335,490 $240,587 ======== ======== NET INCOME per unit $ 1.96 $ 1.40 ======== ======== UNITS OUTSTANDING 171,400 171,400 ======== ======== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,176,415 $1,231,441 Interest income 8,090 5,356 Gain on sale of oil and gas properties 166,768 873 ---------- ---------- $1,351,273 $1,237,670 COSTS AND EXPENSES: Lease operating $ 177,618 $ 224,404 Production tax 84,878 79,300 Depreciation, depletion, and amortization of oil and gas properties 205,539 321,435 Impairment provision 1,377,160 - General and administrative (Note 2) 109,756 106,707 ---------- ---------- $1,954,951 $ 731,846 ---------- ---------- NET INCOME (LOSS) ($ 603,678) $ 505,824 ========== ========== GENERAL PARTNER - NET INCOME $ 32,720 $ 37,881 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 636,398) $ 467,943 ========== ========== NET INCOME (LOSS) per unit ($ 3.71) $ 2.73 ========== ========== UNITS OUTSTANDING 171,400 171,400 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 603,678) $505,824 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 205,539 321,435 Impairment provision 1,377,160 - Gain on sale of oil and gas properties ( 166,768) ( 873) Decrease in accounts receivable - General Partner 12,169 - (Increase) decrease in accounts receivable - oil and gas sales 104,366 ( 42,308) Decrease in accounts payable ( 11,541) ( 40,460) ---------- -------- Net cash provided by operating activities $ 917,247 $743,618 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 17,239) $ - Proceeds from sale of oil and gas properties 298,834 3,435 ---------- -------- Net cash provided by investing activities $ 281,595 $ 3,435 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 930,455) ($649,523) ---------- -------- Net cash used by financing activities ($ 930,455) ($649,523) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 268,387 $ 97,530 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 441,903 325,816 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 710,290 $423,346 ========== ======== The accompanying condensed 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 June 30, December 31, 1997 1996 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,571,348 $ 932,165 Accounts receivable: General Partner (Note 2) 6,516 34,620 Oil and gas sales 695,856 911,439 ---------- ----------- Total current assets $2,273,720 $ 1,878,224 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,663,974 9,542,790 DEFERRED CHARGE 155,718 155,718 ---------- ----------- $8,093,412 $11,576,732 ========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 68,617 $ 93,647 Gas imbalance payable 71,995 71,995 ---------- ----------- Total current liabilities $ 140,612 $ 165,642 ACCRUED LIABILITY $ 56,912 $ 56,912 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 274,270)($ 244,312) Limited Partners, issued and outstanding, 372,189 units 8,170,158 11,598,490 ---------- ----------- Total Partners' capital $7,895,888 $11,354,178 ---------- ----------- $8,093,412 $11,576,732 ========== =========== The accompanying condensed 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 JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $ 981,156 $1,302,851 Interest income 9,799 5,939 Gain on sale of oil and gas properties 329,485 - ---------- ---------- $1,320,440 $1,308,790 COSTS AND EXPENSES: Lease operating $ 159,418 $ 244,856 Production tax 69,927 84,960 Depreciation, depletion, and amortization of oil and gas properties 227,148 350,026 General and administrative (Note 2) 118,908 110,440 ---------- ---------- $ 575,401 $ 790,282 ---------- ---------- NET INCOME $ 745,039 $ 518,508 ========== ========== GENERAL PARTNER - NET INCOME $ 45,848 $ 39,629 ========== ========== LIMITED PARTNERS - NET INCOME $ 699,191 $ 478,879 ========== ========== NET INCOME per unit $ 1.88 $ 1.29 ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $2,517,489 $2,616,899 Interest income 17,231 10,961 Gain on sale of oil and gas properties 329,485 1,852 ---------- ---------- $2,864,205 $2,629,712 COSTS AND EXPENSES: Lease operating $ 387,582 $ 490,970 Production tax 186,021 169,736 Depreciation, depletion, and amortization of oil and gas properties 449,874 735,808 Impairment provision 3,101,656 - General and administrative (Note 2) 238,159 231,325 ---------- ---------- $4,363,292 $1,627,839 ---------- ---------- NET INCOME (LOSS) ($1,499,087) $1,001,873 ========== ========== GENERAL PARTNER - NET INCOME $ 66,245 $ 78,978 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($1,565,332) $ 922,895 ========== ========== NET INCOME (LOSS) per unit ($ 4.21) $ 2.48 ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($1,499,087) $1,001,873 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 449,874 735,808 Impairment provision 3,101,656 - Gain on sale of oil and gas properties ( 329,485) ( 1,852) Decrease in accounts receivable - General Partner 28,104 - (Increase) decrease in accounts receivable - oil and gas sales 215,583 ( 91,875) Decrease in accounts payable ( 25,030) ( 91,187) ---------- ---------- Net cash provided by operating activities $1,941,615 $1,552,767 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 35,916) $ - Proceeds from sale of oil and gas properties 692,687 3,685 ---------- ---------- Net cash provided by investing activities $ 656,771 $ 3,685 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,959,203) ($1,348,278) ---------- ---------- Net cash used by financing activities ($1,959,203) ($1,348,278) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 639,183 $ 208,174 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 932,165 661,921 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,571,348 $ 870,095 ========== ========== The accompanying condensed 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 June 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 399,740 $ 221,484 Accounts receivable: General Partner (Note 2) 1,507 9,151 Oil and gas sales 167,986 216,574 ---------- ---------- Total current assets $ 569,233 $ 447,209 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,305,032 2,304,814 DEFERRED CHARGE 38,222 38,222 ---------- ---------- $1,912,487 $2,790,245 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 17,298 $ 23,354 Gas imbalance payable 16,547 16,547 ---------- ---------- Total current liabilities $ 33,845 $ 39,901 ACCRUED LIABILITY $ 14,139 $ 14,139 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 66,500) ($ 58,835) Limited Partners, issued and outstanding, 91,711 units 1,931,003 2,795,040 ---------- ---------- Total Partners' capital $1,864,503 $2,736,205 ---------- ---------- $1,912,487 $2,790,245 ========== ========== The accompanying condensed 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 JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $249,219 $310,430 Interest income 2,247 1,321 Gain on sale of oil and gas properties 75,503 - -------- -------- $326,969 $311,751 COSTS AND EXPENSES: Lease operating $ 40,901 $ 61,400 Production tax 18,796 20,522 Depreciation, depletion, and amortization of oil and gas properties 54,935 86,269 General and administrative (Note 2) 29,264 27,400 -------- -------- $143,896 $195,591 -------- -------- NET INCOME $183,073 $116,160 ======== ======== GENERAL PARTNER - NET INCOME $ 11,239 $ 9,193 ======== ======== LIMITED PARTNERS - NET INCOME $171,834 $106,967 ======== ======== NET INCOME per unit $ 1.87 $ 1.17 ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- -------- REVENUES: Oil and gas sales $ 610,033 $626,799 Interest income 3,956 2,444 Gain on sale of oil and gas properties 75,503 440 ---------- -------- $ 689,492 $629,683 COSTS AND EXPENSES: Lease operating $ 97,304 $123,094 Production tax 46,827 41,129 Depreciation, depletion, and amortization of oil and gas properties 108,330 181,611 Impairment provision 785,220 - General and administrative (Note 2) 58,645 57,180 ---------- -------- $1,096,326 $403,014 ---------- -------- NET INCOME (LOSS) ($ 406,834) $226,669 ========== ======== GENERAL PARTNER - NET INCOME $ 15,203 $ 18,476 ========== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 422,037) $208,193 ========== ======== NET INCOME (LOSS) per unit ($ 4.60) $ 2.27 ========== ======== UNITS OUTSTANDING 91,711 91,711 ========== ======== The accompanying condensed 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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($406,834) $226,669 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 108,330 181,611 Impairment provision 785,220 - Gain on sale of oil and gas properties ( 75,503) ( 440) Decrease in accounts receivable - General Partner 7,644 - (Increase) decrease in accounts receivable - oil and gas sales 48,588 ( 22,032) Decrease in accounts payable ( 6,056) ( 24,196) -------- -------- Net cash provided by operating activities $461,389 $361,612 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,251) $ - Proceeds from sale of oil and gas properties 189,986 952 -------- -------- Net cash provided by investing activities $181,735 $ 952 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($464,868) ($319,040) -------- -------- Net cash used by financing activities ($464,868) ($319,040) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $178,256 $ 43,524 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 221,484 158,812 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $399,740 $202,336 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -33- GEODYNE ENERGY INCOME II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS JUNE 30, 1997 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of June 30, 1997, combined statements of operations for the three and six months ended June 30, 1997 and 1996 and combined statements of cash flows for the six months ended June 30, 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 June 30, 1997, the combined results of operations for the three and six months ended June 30, 1997 and 1996 and the combined cash flows for the six months ended June 30, 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 June 30, 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 cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties -34- 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. Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal", 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. 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. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the six months ended June 30, 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 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 six -35- months ended June 30, 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 $72,424 $254,886 II-B 67,158 190,380 II-C 29,354 81,378 II-D 64,312 165,726 II-E 80,849 120,432 II-F 19,546 90,210 II-G 42,271 195,888 II-H 10,375 48,270 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 during the fourth quarter of 1996. 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 June 30, 1997 for the Partnerships represents proceeds due to the Partnerships for the sale of oil and gas properties during the second quarter of 1997. Subsequent to June 30, 1997 such receivable was collected by the Partnerships. -36- 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 ----------- ------------------ --------------- -37- 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 June 30, 1997 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. The Partnerships' cash flows for the second quarter of 1997 included proceeds from the sale of oil and gas properties during the three months ended June 30, 1997. These proceeds will be reflected, as applicable, in the Partnerships' cash distributions to be paid in mid-August 1997. It is possible that the Partnerships' repurchase values and future cash distributions could decline as a result of the disposition of these properties. On the other hand, the General Partner believes there will be beneficial operating efficiencies related to the Partnerships' remaining properties. This is primarily due to the fact that the properties sold generally bore a higher ratio of operating expenses as compared to reserves than the Partnerships' remaining properties. 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". -38- Generally, the Partnerships' operations during the six months ended June 30, 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 JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,508,683 $1,286,587 Oil and gas production expenses $ 514,879 $ 441,008 Barrels produced 26,766 27,526 Mcf produced 373,003 364,081 Average price/Bbl $ 19.74 $ 18.98 Average price/Mcf $ 2.63 $ 2.10 As shown in the above table, total oil and gas sales increased $222,096 (17.3%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Of this increase, approximately $20,000 and $198,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil sold decreased 760 barrels, while volumes of gas sold increased 8,922 Mcf for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Average oil and gas prices increased to $19.74 per barrel and $2.63 per Mcf, respectively, for the three months ended June 30, 1997 from $18.98 per barrel and $2.10 per Mcf, respectively, for the three months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $73,871 (16.8%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This increase resulted primarily from (i) workover expenses incurred on two wells during the three months ended June 30, 1997 in order to improve the recovery of reserves and (ii) 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 remained relatively constant at 34.1% for the three months ended June 30, 1997 and 34.3% the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $79,572 (29.2%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996. As a percentage of oil and gas sales, this expense decreased to 12.8% for the three months ended June 30, 1997 from 21.2% for the three months ended June 30, 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 June 30, 1997 as compared to the three months ended June 30, 1996. -39- General and administrative expenses remained relatively constant for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 10.9% for the three months ended June 30, 1997 from 12.6% for the three months ended June 30, 1996. This percentage decrease was primarily due to the increase in oil and gas sales discussed above. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ------------------------- 1997 1996 ---------- ---------- Oil and gas sales $3,023,880 $2,629,889 Oil and gas production expenses $ 906,451 $ 928,800 Barrels produced 51,281 58,616 Mcf produced 769,733 751,963 Average price/Bbl $ 20.70 $ 18.61 Average price/Mcf $ 2.55 $ 2.05 As shown in the above table, total oil and gas sales increased $393,991 (15.0%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Of this increase, approximately $107,000 and $385,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $36,000 was related to an increase in volumes of gas sold, partially offset by a decrease of approximately $137,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 7,335 barrels, while volumes of gas sold increased 17,770 Mcf for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Average oil and gas prices increased to $20.70 per barrel and $2.55 per Mcf, respectively, for the six months ended June 30, 1997 from $18.61 per barrel and $2.05 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $22,349 (2.4%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 30.0% for the six months ended June 30, 1997 from 35.3% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $178,717 (31.4%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) a decrease in volumes of oil sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 12.9% for the six months ended June 30, 1997 from 21.6% for the six months ended June 30, 1996. This percentage -40- 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 six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-A Partnership recognized a non-cash charge against earnings of $684,276 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 10.8% for the six months ended June 30, 1997 from 12.3% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increase in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1997 totaling $40,673,357 or 83.99% of Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 -------- -------- Oil and gas sales $980,036 $917,850 Oil and gas production expenses $328,925 $300,305 Barrels produced 19,038 20,790 Mcf produced 224,547 238,069 Average price/Bbl $ 20.07 $ 19.26 Average price/Mcf $ 2.66 $ 2.17 As shown in the above table, total oil and gas sales increased $62,186 (6.8%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Of this increase, approximately $15,000 and $110,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $34,000 and $29,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,752 barrels and 13,522 Mcf, respectively, for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Average oil and gas prices increased to $20.07 per barrel and $2.66 per Mcf, respectively, for the three months ended June 30, 1997 from $19.26 per barrel and $2.17 per Mcf, respectively, for the three months ended June 30, 1996. -41- Oil and gas production expenses (including lease operating expenses and production taxes) increased $28,620 (9.5%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This increase resulted primarily from workover expenses incurred on two wells during the three months ended June 30, 1997 in order to improve the recovery of reserves, partially offset by decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 33.6% for the three months ended June 30, 1997 as compared to 32.7% for the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $88,508 (41.9%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 12.5% for the three months ended June 30, 1997 from 23.0% for the three months ended June 30, 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 June 30, 1997 as compared to the three months ended June 30, 1996. General and administrative expenses remained relatively constant for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 13.3% for the three months ended June 30, 1997 from 14.9% for the three months ended June 30, 1996. This percentage decrease was primarily due to the increase in oil and gas sales discussed above. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ------------------------- 1997 1996 ---------- ---------- Oil and gas sales $2,059,385 $1,949,372 Oil and gas production expenses $ 609,571 $ 659,852 Barrels produced 34,469 46,884 Mcf produced 517,211 516,613 Average price/Bbl $ 20.88 $ 18.77 Average price/Mcf $ 2.59 $ 2.07 As shown in the above table, total oil and gas sales increased $110,013 (5.6%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Of this increase, approximately $73,000 and $269,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by a decrease of approximately $233,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 12,415 barrels, while volumes of gas sold increased 598 Mcf for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The decrease in volumes of oil sold resulted primarily from (i) the sale of several oil producing -42- wells during 1996 and (ii) positive prior period volume adjustments made by the purchasers on several wells during the six months ended June 30, 1996. Average oil and gas prices increased to $20.88 per barrel and $2.59 per Mcf, respectively, for the six months ended June 30, 1997 from $18.77 per barrel and $2.07 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $50,281 (7.6%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 29.6% for the six months ended June 30, 1997 from 33.8% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $202,265 (43.6%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) a decrease in volumes of oil sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 12.7% for the six months ended June 30, 1997 from 23.8% for the six months ended June 30, 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 six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-B Partnership recognized a non-cash charge against earnings of $530,988 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 12.5% for the six months ended June 30, 1997 from 13.4% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increase in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1997 totaling $28,873,916 or 79.82% of Limited Partners' capital contributions. -43- II-C PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 -------- -------- Oil and gas sales $427,984 $428,354 Oil and gas production expenses $135,433 $141,921 Barrels produced 6,259 7,168 Mcf produced 130,154 147,645 Average price/Bbl $ 19.36 $ 19.80 Average price/Mcf $ 2.36 $ 1.94 As shown in the table above, total oil and gas sales remained relatively constant for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. While volumes of oil and gas sold decreased and the average price of oil sold decreased during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996, any resulting decrease in oil and gas sales was offset by an increase in the average price of gas sold. Volumes of oil and gas sold decreased 909 barrels and 17,491 Mcf, respectively, for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Average oil prices decreased to $19.36 per barrel for the three months ended June 30, 1997 from $19.80 per barrel for the three months ended June 30, 1996, while average gas prices increased to $2.36 per Mcf for the three months ended June 30, 1997 from $1.94 per Mcf for the three months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $6,488 (4.6%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 31.6% for the three months ended June 30, 1997 and 33.1% for the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $49,743 (49.9%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 11.7% for the three months ended June 30, 1997 from 23.3% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. General and administrative expenses remained relatively constant for the three months ended June 30, 1997 as compared to the three -44- months ended June 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 13.1% for the three months ended June 30, 1997 and 13.8% for the three months ended June 30, 1996. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ------------------------- 1997 1996 -------- -------- Oil and gas sales $942,166 $896,703 Oil and gas production expenses $263,237 $294,747 Barrels produced 11,332 16,152 Mcf produced 290,427 310,683 Average price/Bbl $ 20.74 $ 19.07 Average price/Mcf $ 2.43 $ 1.89 As shown in the above table, total oil and gas sales increased $45,463 (5.1%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Of this increase, approximately $19,000 and $157,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $92,000 and $38,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 4,820 barrels and 20,256 Mcf, respectively, for the six months ended June 30, 1997 as compared to the six months ended June 30, 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 six months ended June 30, 1996. Average oil and gas prices increased to $20.74 per barrel and $2.43 per Mcf, respectively, for the six months ended June 30, 1997 from $19.07 per barrel and $1.89 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $31,510 (10.7%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 27.9% for the six months ended June 30, 1997 from 32.9% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $106,381 (49.9%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 11.3% for the six months ended June 30, 1997 from 23.8% for the six months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in -45- depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-C Partnership recognized a non-cash charge against earnings of $66,617 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 11.8% for the six months ended June 30, 1997 from 12.5% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increase in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1997 totaling $12,654,686 or 81.84% of Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,069,055 $1,021,696 Oil and gas production expenses $ 375,186 $ 537,066 Barrels produced 12,836 17,112 Mcf produced 349,345 404,552 Average price/Bbl $ 16.86 $ 19.20 Average price/Mcf $ 2.44 $ 1.71 As shown in the above table, total oil and gas sales increased $47,359 (4.6%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Of this increase, approximately $255,000 was related to an increase in the average price of gas sold, partially offset by decreases of approximately $82,000 and $94,000, respectively, related to decreases in volumes of oil and gas sold and a decrease of approximately $30,000 related to a decrease in the average price of oil sold. Volumes of oil and gas sold decreased 4,276 barrels and 55,207 Mcf, respectively, for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. The decrease in volumes of oil sold resulted primarily from the sale of one oil producing well during 1996. Average oil prices decreased to $16.86 per barrel for the three months ended June 30, 1997 from $19.20 per barrel for the three months ended June 30, 1996, while average gas prices increased to $2.44 per Mcf for -46- the three months ended June 30, 1997 from $1.71 per Mcf for the three months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $161,880 (30.1%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 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 June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 35.1% for the three months ended June 30, 1997 from 52.6% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in production expenses discussed above and the increase in the average price of gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $30,759 (17.6%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 13.5% for the three months ended June 30, 1997 from 17.1% for the three months ended June 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. General and administrative expenses decreased $8,341 (6.7%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from a decrease in legal fees during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 10.9% for the three months ended June 30, 1997 from 12.2% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses discussed above. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ------------------------- 1997 1996 ---------- ---------- Oil and gas sales $2,279,952 $2,079,944 Oil and gas production expenses $ 695,531 $ 988,318 Barrels produced 25,538 35,294 Mcf produced 759,290 832,055 Average price/Bbl $ 20.24 $ 18.62 Average price/Mcf $ 2.32 $ 1.71 As shown in the above table, total oil and gas sales increased $200,008 (9.6%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Of this increase, approximately $41,000 and $463,000, respectively, were related to increases in the average prices of oil and gas sold, -47- partially offset by decreases of approximately $182,000 and $124,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 9,756 barrels and 72,765 Mcf, respectively, for the six months ended June 30, 1997 as compared to the six months ended June 30, 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 $20.24 per barrel and $2.32 per Mcf, respectively, for the six months ended June 30, 1997 from $18.62 per barrel and $1.71 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $292,787 (29.6%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 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 six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 30.5% for the six months ended June 30, 1997 from 47.5% for the six months ended June 30, 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 six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $66,606 (17.7%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 13.5% for the six months ended June 30, 1997 from 18.0% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-D Partnership recognized a non-cash charge against earnings of $143,957 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 10.1% for the six months ended June 30, 1997 from 11.3% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increase in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1997 totaling $24,352,903 or 77.34% of Limited Partners' capital contributions. II-E PARTNERSHIP -48- THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 -------- -------- Oil and gas sales $599,676 $676,499 Oil and gas production expenses $272,645 $271,138 Barrels produced 11,099 14,313 Mcf produced 192,047 207,065 Average price/Bbl $ 18.84 $ 20.01 Average price/Mcf $ 2.03 $ 1.88 As shown in the above table, total oil and gas sales decreased $76,823 (11.4%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Of this decrease, approximately $64,000 and $28,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $13,000 was related to a decrease in the average price of oil sold, partially offset by an increase of approximately $29,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 3,214 barrels and 15,018 Mcf, respectively, for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. The decrease in volumes of oil sold resulted primarily from the sale of one oil producing well during 1996. Average oil prices decreased to $18.84 per barrel for the three months ended June 30, 1997 from $20.01 per barrel for the three months ended June 30, 1996, while average gas prices increased to $2.03 per Mcf for the three months ended June 30, 1997 from $1.88 per Mcf for the three months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses increased to 45.5% for the three months ended June 30, 1997 from 40.1% for the three months ended June 30, 1996. This percentage increase was primarily due to the decrease in the average price of oil sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $63,203 (29.3%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 25.4% for the three months ended June 30, 1997 from 31.9% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. General and administrative expenses decreased $26,345 (20.0%) for the three months ended June 30, 1997 as compared to the three -49- months ended June 30, 1996. This decrease resulted primarily from a decrease in legal fees during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 17.5% for the three months ended June 30, 1997 from 19.4% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses discussed above. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,379,969 $1,373,418 Oil and gas production expenses $ 508,969 $ 534,697 Barrels produced 23,160 29,282 Mcf produced 396,698 466,666 Average price/Bbl $ 20.08 $ 19.15 Average price/Mcf $ 2.31 $ 1.74 As shown in the table above, total oil and gas sales remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. While the average prices of oil and gas sold increased during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996, any resulting increase in oil and gas sales was offset by decreases in the volumes of oil and gas sold. Volumes of oil and gas sold decreased 6,122 barrels and 69,968 Mcf, respectively, for the six months ended June 30, 1997 as compared to the six months ended June 30, 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 $20.08 per barrel and $2.31 per Mcf, respectively, for the six months ended June 30, 1997 from $19.15 per barrel and $1.74 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $25,728 (4.8%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 36.9% for the six months ended June 30, 1997 and 38.9% for the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $157,168 (33.2%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 22.9% for the six months ended June 30, 1997 from 34.5% for the six months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the -50- increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-E Partnership recognized a non-cash charge against earnings of $992,851 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses decreased $20,740 (9.3%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from a decrease in legal fees during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 14.6% for the six months ended June 30, 1997 from 16.2% for the six months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses discussed above. The Limited Partners have received cash distributions through June 30, 1997 totaling $14,218,574 or 62.14% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 -------- -------- Oil and gas sales $447,250 $612,423 Oil and gas production expenses $102,866 $151,667 Barrels produced 11,858 12,902 Mcf produced 147,808 194,355 Average price/Bbl $ 18.11 $ 19.35 Average price/Mcf $ 1.57 $ 1.87 As shown in the above table, total oil and gas sales decreased $165,173 (27.0%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Of this decrease, approximately $20,000 and $87,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $15,000 and $44,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,044 barrels and 46,547 Mcf, respectively, for the three months ended June 30, 1997 as compared to the three months ended June 30, 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 June 30, 1996, (ii) negative prior period volume adjustments made by the purchasers on two wells -51- during the three months ended June 30, 1997 and (iii) a normal decline in production due to diminished gas reserves on one well. Average oil and gas prices decreased to $18.11 per barrel and $1.57 per Mcf, respectively, for the three months ended June 30, 1997 from $19.35 per barrel and $1.87 per Mcf, respectively, for the three months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $48,801 (32.2%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses remained relatively constant at 23.0% for the three months ended June 30, 1997 and 24.8% for the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $49,454 (32.3%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, this expense remained relatively constant at 23.2% for the three months ended June 30, 1997 and 25.0% for the three months ended June 30, 1996. General and administrative expenses increased $3,799 (7.5%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This increase resulted primarily from an increase in professional fees during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses increased to 12.3% for the three months ended June 30, 1997 from 8.3% for the three months ended June 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,176,415 $1,231,441 Oil and gas production expenses $ 262,496 $ 303,704 Barrels produced 23,870 26,237 Mcf produced 291,017 413,172 Average price/Bbl $ 19.51 $ 18.44 Average price/Mcf $ 2.44 $ 1.81 As shown in the above table, total oil and gas sales decreased $55,026 (4.5%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Of this decrease, approximately $44,000 and $221,000, respectively, were related to decreases in volumes of oil and gas sold, partially offset by -52- increases of approximately $26,000 and $183,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,367 barrels and 122,155 Mcf, respectively, for the six months ended June 30, 1997 as compared to the six months ended June 30, 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 six months ended June 30, 1996 and (ii) a negative prior period volume adjustment made by the purchaser on one well during the six months ended June 30, 1997. Average oil and gas prices increased to $19.51 per barrel and $2.44 per Mcf, respectively, for the six months ended June 30, 1997 from $18.44 per barrel and $1.81 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $41,208 (13.6%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 22.3% for the six months ended June 30, 1997 from 24.7% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $115,896 (36.1%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 17.5% for the six months ended June 30, 1997 from 26.1% for the six months ended June 30, 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 six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-F Partnership recognized a non-cash charge against earnings of $1,377,160 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses increased to 9.3% for the six months ended June 30, 1997 from 8.7% for the six months ended June 30, 1996. -53- This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1997 totaling $13,927,051 or 81.25% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 -------- ---------- Oil and gas sales $981,156 $1,302,851 Oil and gas production expenses $229,345 $ 329,816 Barrels produced 24,902 27,148 Mcf produced 318,934 415,669 Average price/Bbl $ 18.11 $ 19.36 Average price/Mcf $ 1.66 $ 1.87 As shown in the above table, total oil and gas sales decreased $321,695 (24.7%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Of this decrease, approximately $43,000 and $181,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $31,000 and $67,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,246 barrels and 96,735 Mcf, respectively, for the three months ended June 30, 1997 as compared to the three months ended June 30, 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 June 30, 1996, (ii) negative prior period volume adjustments made by the purchaser on two wells during the three months ended June 30, 1997, and (iii) a normal decline in production due to diminished gas reserves on one well. Average oil and gas prices decreased to $18.11 per barrel and $1.66 per Mcf, respectively, for the three months ended June 30, 1997 from $19.36 per barrel and $1.87 per Mcf, respectively, for the three months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $100,471 (30.5%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses remained relatively constant at 23.4% for the three months ended June 30, 1997 and 25.3% for the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $122,878 (35.1%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December -54- 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 23.2% for the three months ended June 30, 1997 from 26.9% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above, partially offset by the decreases in the average prices of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. General and administrative expenses increased $8,468 (7.7%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This increase resulted primarily from an increase in professional fees during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, these expenses increased to 12.1% for the three months ended June 30, 1997 from 8.5% for the three months ended June 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ---------------------------- 1997 1996 ---------- ---------- Oil and gas sales $2,517,489 $2,616,899 Oil and gas production expenses $ 573,603 $ 660,706 Barrels produced 50,149 55,190 Mcf produced 626,682 885,073 Average price/Bbl $ 19.51 $ 18.45 Average price/Mcf $ 2.46 $ 1.81 As shown in the above table, total oil and gas sales decreased $99,410 (3.8%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Of this decrease, approximately $93,000 and $468,000, respectively, were related to decreases in volumes of oil and gas sold, partially offset by increases of approximately $53,000 and $407,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 5,041 barrels and 258,391 Mcf, respectively, for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchaser on two wells during the six months ended June 30, 1996 and (ii) a negative prior period volume adjustment made by the purchaser on one well during the six months ended June 30, 1997. Average oil and gas prices increased to $19.51 per barrel and $2.46 per Mcf, respectively, for the six months ended June 30, 1997 from $18.45 per barrel and $1.81 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $87,103 (13.2%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the six months -55- ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 22.8% for the six months ended June 30, 1997 from 25.2% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $285,934 (38.9%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 17.9% for the six months ended June 30, 1997 from 28.1% for the six months ended June 30, 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 six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-G Partnership recognized a non-cash charge against earnings of $3,101,656 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses increased to 9.5% for the six months ended June 30, 1997 from 8.8% for the six months ended June 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1997 totaling $28,501,371 or 76.58% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996. Three Months Ended June 30, --------------------------- 1997 1996 -------- -------- Oil and gas sales $249,219 $310,430 Oil and gas production expenses $ 59,697 $ 81,922 Barrels produced 5,785 6,333 Mcf produced 78,951 102,277 -56- Average price/Bbl $ 18.10 $ 19.41 Average price/Mcf $ 1.83 $ 1.83 As shown in the above table, total oil and gas sales decreased $61,211 (19.7%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Of this decrease, approximately $11,000 and $43,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $8,000 was related to a decrease in the average price of oil sold. Volumes of oil and gas sold decreased 548 barrels and 23,326 Mcf, respectively, for the three months ended June 30, 1997 as compared to the three months ended June 30, 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 June 30, 1996, (ii) negative prior period volume adjustments made by the purchasers on two wells during the three months ended June 30, 1997, and (iii) a normal decline in production due to diminished gas reserves on one well. Average oil prices decreased to $18.10 per barrel for the three months ended June 30, 1997 from $19.41 per barrel for the three months ended June 30, 1996. Average gas prices remained constant at $1.83 per Mcf for the three months ended June 30, 1997 and 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $22,225 (27.1%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses decreased to 24.0% for the three months ended June 30, 1997 from 26.4% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in production expenses discussed above, partially offset by the decrease in the average price of oil sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $31,334 (36.3%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. As a percentage of oil and gas sales, this expense decreased to 22.0% for the three months ended June 30, 1997 from 27.8% for the three months ended June 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above, partially offset by the decrease in the average price of oil sold during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. General and administrative expenses increased $1,864 (6.8%) for the three months ended June 30, 1997 as compared to the three months ended June 30, 1996. This increase resulted primarily from an increase in professional fees during the three months ended June 30, 1997 as compared to the three months ended June -57- 30, 1996. As a percentage of oil and gas sales, these expenses increased to 11.7% for the three months ended June 30, 1997 from 8.8% for the three months ended June 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996. Six Months Ended June 30, ------------------------- 1997 1996 -------- -------- Oil and gas sales $610,033 $626,799 Oil and gas production expenses $144,131 $164,223 Barrels produced 11,666 12,856 Mcf produced 154,134 218,168 Average price/Bbl $ 19.51 $ 18.48 Average price/Mcf $ 2.48 $ 1.78 As shown in the above table, total oil and gas sales decreased $16,766 (2.7%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Of this decrease, approximately $22,000 and $114,000, respectively, were related to decreases in volumes of oil and gas sold, partially offset by increases of approximately $12,000 and $108,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,190 barrels and 64,034 Mcf, respectively, for the six months ended June 30, 1997 as compared to the six months ended June 30, 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 six months ended June 30, 1996 and (ii) a negative prior period volume adjustment made by the purchaser on one well during the six months ended June 30, 1997. Average oil and gas prices increased to $19.51 per barrel and $2.48 per Mcf, respectively, for the six months ended June 30, 1997 from $18.48 per barrel and $1.78 per Mcf, respectively, for the six months ended June 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $20,092 (12.2%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 23.6% for the six months ended June 30, 1997 from 26.2% for the six months ended June 30, 1996. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $73,281 (40.4%) for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, this -58- expense decreased to 17.8% for the six months ended June 30, 1997 from 29.0% for the six months ended June 30, 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 six months ended June 30, 1997 as compared to the six months ended June 30, 1996. The II-H Partnership recognized a non-cash charge against earnings of $785,220 for the six months ended June 30, 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 six months ended June 30, 1996. General and administrative expenses remained relatively constant for the six months ended June 30, 1997 as compared to the six months ended June 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.6% for the six months ended June 30, 1997 and 9.1% for the six months ended June 30, 1996. The Limited Partners have received cash distributions through June 30, 1997 totaling $6,605,364 or 72.02% of Limited Partners' capital contributions. -59- PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As further described in the Partnerships' Report on Form 8-K filed April 2, 1997 (the "Form 8-K") the Partnerships are included in the subject matter of a class action lawsuit entitled "In Re: PaineWebber Limited Partnerships' Litigation", Case No. 94-CIV-8558, U.S. District Court, Southern District of New York. On July 30, 1997 the United States Court of Appeals for the Second Circuit issued an opinion affirming the terms of the federal district court's order confirming the settlement of this lawsuit. The terms of said settlement are described in the Form 8-K. 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 June 30, 1997 and for the six months ended June 30, 1997, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of June 30, 1997 and for the six months ended June 30, 1997, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of June 30, 1997 and for the six months ended June 30, 1997, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of June 30, 1997 and for the six months ended June 30, 1997, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of June 30, 1997 and for the six months ended June 30, 1997, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of June 30, 1997 and for the six months ended June 30, 1997, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of June 30, 1997 and for the six months ended June 30, 1997, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of June 30, 1997 and for the six months ended June 30, 1997, filed herewith. -60- All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K: Current Reports on Form 8-K filed during second quarter of 1997: Date of event: March 20, 1997 Date filed with SEC: April 2, 1997 Item Included: Item 5 - Other Events -61- 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: August 13, 1997 By: /s/Dennis R. Neill ------------------------------ (Signature) Dennis R. Neill President Date: August 13, 1997 By: /s/Patrick M. Hall ------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -62- 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 June 30, 1997 and for the six months ended June 30, 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 June 30, 1997 and for the six months ended June 30, 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 June 30, 1997 and for the six months ended June 30, 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 June 30, 1997 and for the six months ended June 30, 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 June 30, 1997 and for the six months ended June 30, 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 June 30, 1997 and for the six months ended June 30, 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 June 30, 1997 and for the six months ended June 30, 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 June 30, 1997 and for the six months ended June 30, 1997, filed herewith. All other exhibits are omitted as inapplicable.