SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 704,218 $ 875,918 Accounts receivable: Oil and gas sales 804,287 1,073,459 ---------- ---------- Total current assets $1,508,505 $1,949,377 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $5,031,189 $6,170,793 DEFERRED CHARGE $ 948,217 $ 948,217 ---------- ---------- $7,487,911 $9,068,387 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 123,455 $ 212,801 Gas imbalance payable 101,493 101,493 ---------- ---------- Total current liabilities $ 224,948 $ 314,294 ACCRUED LIABILITY $ 158,683 $ 158,683 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 376,758) ($ 342,481) Limited Partners, issued and outstanding, 484,283 units 7,481,038 8,937,891 ---------- ---------- Total Partners' capital $7,104,280 $8,595,410 ---------- ---------- $7,487,911 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,161,480 $1,598,127 Interest income 8,488 9,191 Gain on sale of oil and gas properties 2,974 16,255 ---------- ---------- $1,172,942 $1,623,573 COSTS AND EXPENSES: Lease operating $ 355,007 $ 270,459 Production tax 73,185 91,823 Depreciation, depletion, and amortization of oil and gas properties 189,743 366,897 General and administrative (Note 2) 132,162 147,520 ---------- ---------- $ 750,097 $ 876,699 ---------- ---------- NET INCOME $ 422,845 $ 746,874 ========== ========== GENERAL PARTNER - NET INCOME $ 28,308 $ 51,604 ========== ========== LIMITED PARTNERS - NET INCOME $ 394,537 $ 695,270 ========== ========== NET INCOME per unit $ .81 $ 1.44 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $4,185,360 $4,228,016 Interest income 25,515 17,287 Gain on sale of oil and gas properties 59,998 9,615 ---------- ---------- $4,270,873 $4,254,918 COSTS AND EXPENSES: Lease operating $1,081,370 $1,051,845 Production tax 253,273 239,237 Depreciation, depletion, and amortization of oil and gas properties 579,410 935,281 Impairment provision 684,276 - General and administrative (Note 2) 459,472 471,055 ---------- ---------- $3,057,801 $2,697,418 ---------- ---------- NET INCOME $1,213,072 $1,557,500 ========== ========== GENERAL PARTNER - NET INCOME $ 109,925 $ 114,466 ========== ========== LIMITED PARTNERS - NET INCOME $1,103,147 $1,443,034 ========== ========== NET INCOME per unit $ 2.28 $ 2.98 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,213,072 $1,557,500 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 579,410 935,281 Impairment provision 684,276 - Gain on sale of oil and gas properties ( 59,998) ( 9,615) Increase in accounts receivable - General Partner - ( 19,369) (Increase) decrease in accounts receivable - oil and gas sales 269,172 ( 78,190) Decrease in accounts payable ( 89,346) ( 102,786) ---------- ---------- Net cash provided by operating activities $2,596,586 $2,282,821 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 132,062) ($ 58,617) Proceeds from sale of oil and gas properties 67,978 180,632 ---------- ---------- Net cash provided (used) by investing activities ($ 64,084) $ 122,015 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,704,202) ($1,701,998) ---------- ---------- Net cash used by financing activities ($2,704,202) ($1,701,998) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 171,700) $ 702,838 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 875,918 508,024 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 704,218 $1,210,862 ========== ========== 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 492,664 $ 569,257 Accounts receivable: Oil and gas sales 530,431 710,208 ---------- ---------- Total current assets $1,023,095 $1,279,465 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $3,216,494 $4,140,409 DEFERRED CHARGE $ 160,103 $ 160,103 ---------- ---------- $4,399,692 $5,579,977 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 80,995 $ 189,245 Gas imbalance payable 17,055 17,055 ---------- ---------- Total current liabilities $ 98,050 $ 206,300 ACCRUED LIABILITY $ 86,198 $ 86,198 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 299,070) ($ 265,183) Limited Partners, issued and outstanding, 361,719 units 4,514,514 5,552,662 ---------- ---------- Total Partners' capital $4,215,444 $5,287,479 ---------- ---------- $4,399,692 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- ----------- REVENUES: Oil and gas sales $785,354 $1,088,948 Interest income 4,899 5,266 Gain (loss) on sale of oil and gas properties 5,301 ( 315,610) -------- ---------- $795,554 $ 778,604 COSTS AND EXPENSES: Lease operating $231,394 $ 173,881 Production tax 56,100 65,962 Depreciation, depletion, and amortization of oil and gas properties 129,584 295,254 General and administrative (Note 2) 95,212 117,337 -------- ---------- $512,290 $ 652,434 -------- ---------- NET INCOME $283,264 $ 126,710 ======== ========== GENERAL PARTNER - NET INCOME $ 19,102 $ 17,855 ======== ========== LIMITED PARTNERS - NET INCOME $264,162 $ 108,315 ======== ========== NET INCOME per unit $ .73 $ .30 ======== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $2,844,739 $3,038,320 Interest income 14,890 9,661 Gain (loss) on sale of oil and gas properties 55,777 ( 313,962) ---------- ---------- $2,915,406 $2,734,019 COSTS AND EXPENSES: Lease operating $ 711,273 $ 725,453 Production tax 185,792 174,242 Depreciation, depletion, and amortization of oil and gas properties 391,440 759,375 Impairment provision 530,988 - General and administrative (Note 2) 352,750 378,519 ---------- ---------- $2,172,243 $2,037,589 ---------- ---------- NET INCOME $ 743,163 $ 696,430 ========== ========== GENERAL PARTNER - NET INCOME $ 73,311 $ 64,713 ========== ========== LIMITED PARTNERS - NET INCOME $ 669,852 $ 631,717 ========== ========== NET INCOME per unit $ 1.85 $ 1.75 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 743,163 $ 696,430 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 391,440 759,375 Impairment provision 530,988 - Loss (gain) on sale of oil and gas properties ( 55,777) 313,962 Increase in accounts receivable - General Partner - ( 13,011) Decrease in accounts receivable 179,777 39,776 Decrease in accounts payable ( 108,250) ( 136,710) ---------- ---------- Net cash provided by operating activities $1,681,341 $1,659,822 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ - ($ 68,038) Proceeds from sale of oil and gas properties 57,264 101,083 ---------- ---------- Net cash provided by investing activities $ 57,264 $ 33,045 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,815,198) ($1,035,870) ---------- ---------- Net cash used by financing activities ($1,815,198) ($1,035,870) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 76,593) $ 656,997 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 569,257 168,239 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 492,664 $ 825,236 ========== ========== 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 253,349 $ 387,334 Accounts receivable: Oil and gas sales 250,187 340,182 ---------- ---------- Total current assets $ 503,536 $ 727,516 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $1,790,773 $2,048,879 DEFERRED CHARGE $ 164,953 $ 164,953 ---------- ---------- $2,459,262 $2,941,348 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 33,341 $ 69,727 Gas imbalance payable 10,386 10,386 ---------- ---------- Total current liabilities $ 43,727 $ 80,113 ACCRUED LIABILITY $ 69,148 $ 69,148 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 120,607) ($ 115,619) Limited Partners, issued and outstanding, 154,621 units 2,466,994 2,907,706 ---------- ---------- Total Partners' capital $2,346,387 $2,792,087 ---------- ---------- $2,459,262 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $374,214 $431,091 Interest income 3,029 2,280 Gain on sale of oil and gas properties 9,147 36,865 -------- -------- $386,390 $470,236 COSTS AND EXPENSES: Lease operating $ 93,561 $ 74,559 Production tax 30,342 30,043 Depreciation, depletion, and amortization of oil and gas properties 50,655 111,278 General and administrative (Note 2) 40,690 51,196 -------- -------- $215,248 $267,076 -------- -------- NET INCOME $171,142 $203,160 ======== ======== GENERAL PARTNER - NET INCOME $ 10,432 $ 14,495 ======== ======== LIMITED PARTNERS - NET INCOME $160,710 $188,665 ======== ======== NET INCOME per unit $ 1.04 $ 1.22 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,316,380 $1,327,794 Interest income 8,800 4,868 Gain on sale of oil and gas properties 99,495 38,160 ---------- ---------- $1,424,675 $1,370,822 COSTS AND EXPENSES: Lease operating $ 291,975 $ 314,736 Production tax 95,165 84,613 Depreciation, depletion, and amortization of oil and gas properties 157,584 324,588 Impairment provision 66,617 - General and administrative (Note 2) 151,422 163,570 ---------- ---------- $ 762,763 $ 887,507 ---------- ---------- NET INCOME $ 661,912 $ 483,315 ========== ========== GENERAL PARTNER - NET INCOME $ 41,624 $ 36,906 ========== ========== LIMITED PARTNERS - NET INCOME $ 620,288 $ 446,409 ========== ========== NET INCOME per unit $ 4.01 $ 2.89 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 661,912 $483,315 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 157,584 324,588 Impairment provision 66,617 - Gain on sale of oil and gas properties ( 99,495) ( 38,160) Increase in accounts receivable - General Partner - ( 3,521) Decrease in accounts receivable - oil and gas sales 89,995 43,574 Decrease in accounts payable ( 36,386) ( 34,278) ---------- -------- Net cash provided by operating activities $ 840,227 $775,518 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,070) $ - Proceeds from sale of oil and gas properties 139,470 97,566 ---------- -------- Net cash provided by investing activities $ 133,400 $ 97,566 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,107,612) ($575,738) ---------- -------- Net cash used by financing activities ($1,107,612) ($575,738) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 133,985) $297,346 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 387,334 82,353 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 253,349 $379,699 ========== ======== 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 595,297 $ 906,737 Accounts receivable: Oil and gas sales 612,534 793,183 ---------- ---------- Total current assets $1,207,831 $1,699,920 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $3,743,023 $4,390,791 DEFERRED CHARGE $ 863,139 $ 863,139 ---------- ---------- $5,813,993 $6,953,850 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 88,659 $ 159,967 Gas imbalance payable 118,313 118,313 ---------- ---------- Total current liabilities $ 206,972 $ 278,280 ACCRUED LIABILITY $ 266,782 $ 266,782 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 205,713) ($ 218,956) Limited Partners, issued and outstanding, 314,878 units 5,545,952 6,627,744 ---------- ---------- Total Partners' capital $5,340,239 $6,408,788 ---------- ---------- $5,813,993 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- ---------- REVENUES: Oil and gas sales $865,030 $1,065,296 Interest income 7,774 3,751 Gain on sale of oil and gas properties 11,706 60,397 -------- ---------- $884,510 $1,129,444 COSTS AND EXPENSES: Lease operating $237,324 $ 346,007 Production tax 71,475 75,580 Depreciation, depletion, and amortization of oil and gas properties 134,830 228,565 General and administrative (Note 2) 81,438 112,677 -------- ---------- $525,067 $ 762,829 -------- ---------- NET INCOME $359,443 $ 366,615 ======== ========== GENERAL PARTNER - NET INCOME $ 22,976 $ 27,286 ======== ========== LIMITED PARTNERS - NET INCOME $336,467 $ 339,329 ======== ========== NET INCOME per unit $ 1.07 $ 1.08 ======== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $3,144,982 $3,145,240 Interest income 22,896 9,048 Gain on sale of oil and gas properties 97,096 61,647 ---------- ---------- $3,264,974 $3,215,935 COSTS AND EXPENSES: Lease operating $ 766,404 $1,193,840 Production tax 237,926 216,065 Depreciation, depletion, and amortization of oil and gas properties 443,565 603,906 Impairment provision 143,957 - General and administrative (Note 2) 311,476 348,108 ---------- ---------- $1,903,328 $2,361,919 ---------- ---------- NET INCOME $1,361,646 $ 854,016 ========== ========== GENERAL PARTNER - NET INCOME $ 90,438 $ 66,405 ========== ========== LIMITED PARTNERS - NET INCOME $1,271,208 $ 787,611 ========== ========== NET INCOME per unit $ 4.04 $ 2.50 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,361,646 $ 854,016 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 443,565 603,906 Impairment provision 143,957 - Gain on sale of oil and gas properties ( 97,096) ( 61,647) Increase in accounts receivable - General Partner - ( 8,915) Decrease in accounts receivable - oil and gas sales 180,649 6,177 Decrease in accounts payable ( 71,308) ( 10,412) ---------- ---------- Net cash provided by operating activities $1,961,413 $1,383,125 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 45,321) ($ 19,010) Proceeds from sale of oil and gas properties 202,663 103,174 ---------- ---------- Net cash provided by investing activities $ 157,342 $ 84,164 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,430,195) ($1,171,204) ---------- ---------- Net cash used by financing activities ($2,430,195) ($1,171,204) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 311,440) $ 296,085 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 906,737 317,368 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 595,297 $ 613,453 ========== ========== 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 529,568 $ 528,765 Accounts receivable: General Partner (Note 2) 12,023 - Oil and gas sales 387,109 512,573 ---------- ---------- Total current assets $ 928,700 $1,041,338 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $2,900,196 $4,579,160 DEFERRED CHARGE $ 355,647 $ 355,647 ---------- ---------- $4,184,543 $5,976,145 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 51,160 $ 133,181 Gas imbalance payable 161,181 161,181 ---------- ---------- Total current liabilities $ 212,341 $ 294,362 ACCRUED LIABILITY $ 59,234 $ 59,234 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 171,622) ($ 147,595) Limited Partners, issued and outstanding, 228,821 units 4,084,590 5,770,144 ---------- ---------- Total Partners' capital $3,912,968 $5,622,549 ---------- ---------- $4,184,543 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- -------- REVENUES: Oil and gas sales $591,192 $748,193 Interest income 6,347 2,603 Gain on sale of oil and gas properties 963 14,878 -------- -------- $598,502 $765,674 COSTS AND EXPENSES: Lease operating $115,568 $194,311 Production tax 45,879 53,945 Depreciation, depletion, and amortization of oil and gas properties 154,394 254,141 General and administrative (Note 2) 49,977 101,025 -------- -------- $365,818 $603,422 -------- -------- NET INCOME $232,684 $162,252 ======== ======== GENERAL PARTNER - NET INCOME $ 17,492 $ 18,148 ======== ======== LIMITED PARTNERS - NET INCOME $215,192 $144,104 ======== ======== NET INCOME per unit $ .94 $ .63 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- REVENUES: Oil and gas sales $1,971,161 $2,121,611 Interest income 15,984 6,283 Gain on sale of oil and gas properties 52,735 17,817 ---------- ---------- $2,039,880 $2,145,711 COSTS AND EXPENSES: Lease operating $ 510,128 $ 634,679 Production tax 160,288 148,274 Depreciation, depletion, and amortization of oil and gas properties 470,431 727,346 Impairment provision 992,851 - General and administrative (Note 2) 251,258 323,046 ---------- ---------- $2,384,956 $1,833,345 ---------- ---------- NET INCOME (LOSS) ($ 345,076) $ 312,366 ========== ========== GENERAL PARTNER - NET INCOME $ 40,478 $ 44,398 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 385,554) $ 267,968 ========== ========== NET INCOME (LOSS) per unit ($ 1.68) $ 1.17 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 345,076) $312,366 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 470,431 727,346 Impairment provision 992,851 - Gain on sale of oil and gas properties ( 52,735) ( 17,817) Increase in accounts receivable - General Partner ( 12,023) ( 10,191) (Increase) decrease in accounts receivable - oil and gas sales 125,464 ( 21,055) Decrease in accounts payable ( 82,021) ( 19,766) ---------- -------- Net cash provided by operating activities $1,096,891 $970,883 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,314) ($ 50,163) Proceeds from sale of oil and gas properties 273,731 66,027 ---------- -------- Net cash provided by investing activities $ 268,417 $ 15,864 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,364,505) ($768,602) ---------- -------- Net cash used by financing activities ($1,364,505) ($768,602) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 803 $218,145 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 528,765 201,042 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 529,568 $419,187 ========== ======== 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 357,481 $ 441,903 Accounts receivable: General Partner (Note 2) 29,389 15,285 Oil and gas sales 339,198 429,839 ---------- ---------- Total current assets $ 726,068 $ 887,027 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $2,527,284 $4,353,347 DEFERRED CHARGE $ 71,703 $ 71,703 ---------- ---------- $3,325,055 $5,312,077 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 24,475 $ 42,918 Gas imbalance payable 31,577 31,577 ---------- ---------- Total current liabilities $ 56,052 $ 74,495 ACCRUED LIABILITY $ 28,322 $ 28,322 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 137,799) ($ 105,914) Limited Partners, issued and outstanding, 171,400 units 3,378,480 5,315,174 ---------- ---------- Total Partners' capital $3,240,681 $5,209,260 ---------- ---------- $3,325,055 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $498,151 $563,030 Interest income 5,395 4,011 Gain on sale of oil and gas properties 4,202 65,676 -------- -------- $507,748 $632,717 COSTS AND EXPENSES: Lease operating $ 62,365 $ 88,395 Production tax 31,954 36,322 Depreciation, depletion, and amortization of oil and gas properties 102,584 143,376 General and administrative (Note 2) 48,174 49,695 -------- -------- $245,077 $317,788 -------- -------- NET INCOME $262,671 $314,929 ======== ======== GENERAL PARTNER - NET INCOME $ 16,967 $ 21,281 ======== ======== LIMITED PARTNERS - NET INCOME $245,704 $293,648 ======== ======== NET INCOME per unit $ 1.43 $ 1.71 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,674,566 $1,794,471 Interest income 13,485 9,367 Gain on sale of oil and gas properties 170,970 66,549 ---------- ---------- $1,859,021 $1,870,387 COSTS AND EXPENSES: Lease operating $ 239,983 $ 312,799 Production tax 116,832 115,622 Depreciation, depletion, and amortization of oil and gas properties 308,123 464,811 Impairment provision 1,377,160 - General and administrative (Note 2) 157,930 156,402 ---------- ---------- $2,200,028 $1,049,634 ---------- ---------- NET INCOME (LOSS) ($ 341,007) $ 820,753 ========== ========== GENERAL PARTNER - NET INCOME $ 49,687 $ 59,162 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 390,694) $ 761,591 ========== ========== NET INCOME (LOSS) per unit ($ 2.28) $ 4.44 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 341,007) $ 820,753 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 308,123 464,811 Impairment provision 1,377,160 - Gain on sale of oil and gas properties ( 170,970) ( 66,549) Increase in accounts receivable - General Partner ( 14,104) ( 24,820) (Increase) decrease in accounts receivable - oil and gas sales 90,641 ( 9,249) Decrease in accounts payable ( 18,443) ( 45,909) ---------- ---------- Net cash provided by operating activities $1,231,400 $1,139,037 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 51,001) ($ 367) Proceeds from sale of oil and gas properties 362,751 123,375 ---------- ---------- Net cash provided by investing activities $ 311,750 $ 123,008 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,627,572) ($1,075,612) ---------- ---------- Net cash used by financing activities ($1,627,572) ($1,075,612) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 84,422) $ 186,433 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 441,903 325,816 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 357,481 $ 512,249 ========== ========== 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 757,391 $ 932,165 Accounts receivable: General Partner (Note 2) 61,456 34,620 Oil and gas sales 723,752 911,439 ---------- ----------- Total current assets $1,542,599 $ 1,878,224 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $5,390,281 $ 9,542,790 DEFERRED CHARGE $ 155,718 $ 155,718 ---------- ----------- $7,088,598 $11,576,732 ========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 53,093 $ 93,647 Gas imbalance payable 71,995 71,995 ---------- ----------- Total current liabilities $ 125,088 $ 165,642 ACCRUED LIABILITY $ 56,912 $ 56,912 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 303,827)($ 244,312) Limited Partners, issued and outstanding, 372,189 units 7,210,425 11,598,490 ---------- ----------- Total Partners' capital $6,906,598 $11,354,178 ---------- ----------- $7,088,598 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,057,832 $1,190,247 Interest income 11,851 8,428 Gain on sale of oil and gas properties 8,936 122,906 ---------- ---------- $1,078,619 $1,321,581 COSTS AND EXPENSES: Lease operating $ 132,956 $ 192,812 Production tax 68,972 77,137 Depreciation, depletion, and amortization of oil and gas properties 223,052 328,258 General and administrative (Note 2) 104,590 107,840 ---------- ---------- $ 529,570 $ 706,047 ---------- ---------- NET INCOME $ 549,049 $ 615,534 ========== ========== GENERAL PARTNER - NET INCOME $ 35,782 $ 43,486 ========== ========== LIMITED PARTNERS - NET INCOME $ 513,267 $ 572,048 ========== ========== NET INCOME per unit $ 1.38 $ 1.54 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $3,575,321 $3,807,146 Interest income 29,082 19,389 Gain on sale of oil and gas properties 338,421 124,758 ---------- ---------- $3,942,824 $3,951,293 COSTS AND EXPENSES: Lease operating $ 520,538 $ 683,782 Production tax 254,993 246,873 Depreciation, depletion, and amortization of oil and gas properties 672,926 1,064,066 Impairment provision 3,101,656 - General and administrative (Note 2) 342,749 339,165 ---------- ---------- $4,892,862 $2,333,886 ---------- ---------- NET INCOME (LOSS) ($ 950,038) $1,617,407 ========== ========== GENERAL PARTNER - NET INCOME $ 102,027 $ 122,464 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($1,052,065) $1,494,943 ========== ========== NET INCOME (LOSS) per unit ($ 2.83) $ 4.02 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 950,038) $1,617,407 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 672,926 1,064,066 Impairment provision 3,101,656 - Gain on sale of oil and gas properties ( 338,421) ( 124,758) Increase in accounts receivable - General Partner ( 26,836) ( 44,097) (Increase) decrease in accounts receivable - oil and gas sales 187,687 ( 18,298) Decrease in accounts payable ( 40,554) ( 102,985) ---------- ---------- Net cash provided by operating activities $2,606,420 $2,391,335 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 111,222) ($ 4,306) Proceeds from sale of oil and gas properties 827,570 258,757 ---------- ---------- Net cash provided by investing activities $ 716,348 $ 254,451 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,497,542) ($2,223,035) ---------- ---------- Net cash used by financing activities ($3,497,542) ($2,223,035) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 174,774) $ 422,751 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 932,165 661,921 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 757,391 $1,084,672 ========== ========== 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 September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 177,401 $ 221,484 Accounts receivable: General Partner (Note 2) 14,211 9,151 Oil and gas sales 173,251 216,574 ---------- ---------- Total current assets $ 364,863 $ 447,209 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $1,241,866 $2,304,814 DEFERRED CHARGE $ 38,222 $ 38,222 ---------- ---------- $1,644,951 $2,790,245 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 13,171 $ 23,354 Gas imbalance payable 16,547 16,547 ---------- ---------- Total current liabilities $ 29,718 $ 39,901 ACCRUED LIABILITY $ 14,139 $ 14,139 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 77,051) ($ 58,835) Limited Partners, issued and outstanding, 91,711 units 1,678,145 2,795,040 ---------- ---------- Total Partners' capital $1,601,094 $2,736,205 ---------- ---------- $1,644,951 $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 SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $251,228 $282,932 Interest income 2,856 1,904 Gain on sale of oil and gas properties 1,884 25,560 -------- -------- $255,968 $310,396 COSTS AND EXPENSES: Lease operating $ 31,913 $ 48,191 Production tax 16,847 18,524 Depreciation, depletion, and amortization of oil and gas properties 52,896 80,918 General and administrative (Note 2) 25,770 26,615 -------- -------- $127,426 $174,248 -------- -------- NET INCOME $128,542 $136,148 ======== ======== GENERAL PARTNER - NET INCOME $ 8,400 $ 9,949 ======== ======== LIMITED PARTNERS - NET INCOME $120,142 $126,199 ======== ======== NET INCOME per unit $ 1.31 $ 1.38 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- -------- REVENUES: Oil and gas sales $ 861,261 $909,731 Interest income 6,812 4,348 Gain on sale of oil and gas properties 77,387 26,000 ---------- -------- $ 945,460 $940,079 COSTS AND EXPENSES: Lease operating $ 129,217 $171,285 Production tax 63,674 59,653 Depreciation, depletion, and amortization of oil and gas properties 161,226 262,529 Impairment provision 785,220 - General and administrative (Note 2) 84,415 83,795 ---------- -------- $1,223,752 $577,262 ---------- -------- NET INCOME (LOSS) ($ 278,292) $362,817 ========== ======== GENERAL PARTNER - NET INCOME $ 23,603 $ 28,425 ========== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 301,895) $334,392 ========== ======== NET INCOME (LOSS) per unit ($ 3.29) $ 3.65 ========== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($278,292) $362,817 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 161,226 262,529 Impairment provision 785,220 - Gain on sale of oil and gas properties ( 77,387) ( 26,000) Increase in accounts receivable - General Partner ( 5,060) ( 8,463) (Increase) decrease in accounts receivable - oil and gas sales 43,323 ( 3,606) Decrease in accounts payable ( 10,183) ( 27,066) -------- -------- Net cash provided by operating activities $618,847 $560,211 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 27,686) ($ 913) Proceeds from sale of oil and gas properties 221,575 60,829 -------- -------- Net cash provided by investing activities $193,889 $ 59,916 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($856,819) ($521,858) -------- -------- Net cash used by financing activities ($856,819) ($521,858) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 44,083) $ 98,269 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 221,484 158,812 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $177,401 $257,081 ======== ======== 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 SEPTEMBER 30, 1997 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 1997, combined statements of operations for the three and nine months ended September 30, 1997 and 1996 and combined statements of cash flows for the nine months ended September 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 September 30, 1997, the combined results of operations for the three and nine months ended September 30, 1997 and 1996 and the combined cash flows for the nine months ended September 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 September 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 -34- 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 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 nine months ended September 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 -35- administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred by the General Partner. During the three months ended September 30, 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 $ 4,719 $127,443 II-B 22 95,190 II-C 1 40,689 II-D ( 1,425) 82,863 II-E ( 10,239) 60,216 II-F 3,069 45,105 II-G 6,646 97,944 II-H 1,635 24,135 During the nine months ended September 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 $77,143 $382,329 II-B 67,180 285,570 II-C 29,355 122,067 II-D 62,887 248,589 II-E 70,610 180,648 II-F 22,615 135,315 II-G 48,917 293,832 II-H 12,010 72,405 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 September 30, 1997 for the II-E, II-F, II-G and II-H Partnerships represented proceeds due to the Partnerships for the sale of oil and gas properties during the third quarter of 1997. Subsequent to September 30, 1997 such receivable was collected by the II-E, II-F, II-G and II-H 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 September 30, 1997 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,161,480 $1,598,127 Oil and gas production expenses $ 428,192 $ 362,282 Barrels produced 28,089 22,621 Mcf produced 356,101 576,695 Average price/Bbl $ 16.45 $ 22.82 Average price/Mcf $ 1.96 $ 1.88 -38- As shown in the above table, total oil and gas sales decreased $436,646 (27.3%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $415,000 and $179,000, respectively, were related to decreases in both volumes of gas sold and the average price of oil sold, which decreases were partially offset by an increase of approximately $125,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 5,468 barrels, while volumes of gas sold decreased 220,594 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from positive prior period volume adjustments made by the purchasers on five wells during the three months ended September 30, 1996. Average oil prices decreased to $16.45 per barrel for the three months ended September 30, 1997 from $22.82 per barrel for the three months ended September 30, 1996. Average gas prices increased to $1.96 per Mcf for the three months ended September 30, 1997 from $1.88 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $65,910 (18.2%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This increase resulted primarily from workover expenses incurred on five wells during the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 36.9% for the three months ended September 30, 1997 from 22.7% for the three months ended September 30, 1996. This percentage increase was primarily due to the dollar increase in oil and gas production expenses discussed above. Depreciation, depletion, and amortization of oil and gas properties decreased $177,154 (48.3%) for the three months ended September 30, 1997 as compared to the three months ended September 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 gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 16.3% for the three months ended September 30, 1997 from 23.0% for the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses decreased $15,358 (10.4%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from decreases in professional fees and printing and postage expenses during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 11.4% for the three months ended September 30, 1997 from 9.2% for the three months ended September 30, 1996. This percentage increase was primarily due to the decrease in gas sales discussed above. -39- NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $4,185,360 $4,228,016 Oil and gas production expenses $1,334,643 $1,291,082 Barrels produced 79,370 81,237 Mcf produced 1,125,834 1,328,658 Average price/Bbl $ 19.20 $ 19.78 Average price/Mcf $ 2.36 $ 1.97 As shown in the above table, total oil and gas sales remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Any decrease in oil and gas sales caused by decreases of approximately $37,000, $400,000 and $46,000, respectively, related to decreases in volumes of oil and gas sold and the average price of oil sold was substantially offset by an increase of approximately $439,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 1,867 barrels and 202,824 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on five wells during the nine months ended September 30, 1996 and (ii) the temporary shutting-in of one well during the nine months ended September 30, 1997. Average oil prices decreased to $19.20 per barrel for the nine months ended September 30, 1997 from $19.78 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $2.36 per Mcf for the nine months ended September 30, 1997 from $1.97 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $43,561 (3.4%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This increase resulted primarily from workover expenses incurred on five wells during the nine months ended September 30, 1997, partially offset by decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 31.9% for the nine months ended September 30, 1997 and 30.5% for the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $355,871 (38.0%) for the nine months ended September 30, 1997 as compared to the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 13.8% for the nine months ended September 30, 1997 from 22.1% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and -40- amortization discussed above and the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-A Partnership recognized a non-cash charge against earnings of $684,276 for the nine months ended September 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 nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 11.0% for the nine months ended September 30, 1997 and 11.1% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $41,386,357 or 85.46% of Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- ---------- Oil and gas sales $785,354 $1,088,948 Oil and gas production expenses $287,494 $ 239,843 Barrels produced 16,796 10,349 Mcf produced 257,519 445,504 Average price/Bbl $ 16.08 $ 24.49 Average price/Mcf $ 2.00 $ 1.88 As shown in the above table, total oil and gas sales decreased $303,594 (27.9%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $353,000 and $141,000, respectively, were related to decreases in both the volumes of gas sold and the average price of oil sold, which decreases were partially offset by increases of approximately $158,000 and $31,000, respectively, related to increases in both the volumes of oil sold and the average price of gas sold. Volumes of oil sold increased 6,447 barrels, while volumes of gas sold decreased 187,985 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The increase in volumes of oil sold resulted primarily from negative prior period volume adjustments made by the purchaser on one well during the three months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on six wells during the three -41- months ended September 30, 1996 and (ii) a normal decline in production due to diminished gas reserves on one well during the three months ended September 30, 1997. Average oil prices decreased to $16.08 per barrel for the three months ended September 30, 1997 from $24.49 per barrel for the three months ended September 30, 1996. Average gas prices increased to $2.00 per Mcf for the three months ended September 30, 1997 from $1.88 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $47,651 (19.9%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This increase resulted primarily from workover expenses incurred on five wells during the three months ended September 30, 1997, partially offset by decreases in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 36.6% for the three months ended September 30, 1997 from 22.0% for the three months ended September 30, 1996. This percentage increase was primarily due to the dollar increase in oil and gas production expenses discussed above. Depreciation, depletion, and amortization of oil and gas properties decreased $165,670 (56.1%) for the three months ended September 30, 1997 as compared to the three months ended September 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 gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 16.5% for the three months ended September 30, 1997 from 27.1% for the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses decreased $22,125 (18.9%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 12.1% for the three months ended September 30, 1997 from 10.8% for the three months ended September 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $2,844,739 $3,038,320 Oil and gas production expenses $ 897,065 $ 899,695 Barrels produced 51,265 57,233 -42- Mcf produced 774,730 962,117 Average price/Bbl $ 19.31 $ 19.80 Average price/Mcf $ 2.39 $ 1.98 As shown in the above table, total oil and gas sales decreased $193,581 (6.4%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $118,000 and $371,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $25,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $318,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 5,968 barrels and 187,387 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on seven wells during the three months ended September 30, 1996 and (ii) a normal decline in production due to diminished gas reserves on one well during the nine months ended September 30, 1997. Average oil prices decreased to $19.31 per barrel for the nine months ended September 30, 1997 from $19.80 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $2.39 per Mcf for the nine months ended September 30, 1997 from $1.98 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 31.5% for the nine months ended September 30, 1997 and 29.6% for the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $367,935 (48.5%) for the nine months ended September 30, 1997 as compared to the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 13.8% for the nine months ended September 30, 1997 from 25.0% for the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-B Partnership recognized a non-cash charge against earnings of $530,988 for the nine months ended September 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 -43- similar charge was necessary during the nine months ended September 30, 1996. General and administrative expenses decreased $25,769 (6.8%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 12.4% for the nine months ended September 30, 1997 and 12.5% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $29,341,916 or 81.12% of Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $374,214 $431,091 Oil and gas production expenses $123,903 $104,602 Barrels produced 5,915 3,201 Mcf produced 134,306 193,432 Average price/Bbl $ 16.77 $ 24.53 Average price/Mcf $ 2.05 $ 1.82 As shown in the table above, total oil and gas sales decreased $56,877 (13.2%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $108,000 and $46,000, respectively, were related to decreases in the volumes of gas sold and the average price of oil sold, which decreases were partially offset by increases of approximately $67,000 and $31,000, respectively, related to increases in both the volumes of oil sold and the average price of gas sold. Volumes of oil sold increased 2,714 barrels, while volumes of gas sold decreased 59,126 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The increase in volumes of oil sold resulted primarily from negative prior period volume adjustments made by the purchaser on one well during the three months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on four wells during the three months ended September 30, 1996, (ii) the sale of one gas producing well during the three months ended September 30, 1997, and (iii) a normal decline in production due to diminished gas reserves on two wells during the three months ended September 30, 1997. Average oil prices decreased to $16.77 per barrel for the three months ended September 30, 1997 from $24.53 per barrel for the three months ended September 30, 1996. Average gas prices increased to $2.05 per Mcf for the three months ended September 30, 1997 from $1.82 per Mcf for the three months ended September 30, 1996. -44- Oil and gas production expenses (including lease operating expenses and production taxes) increased $19,301 (18.5%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This increase resulted primarily from (i) workover expenses incurred on three wells during the three months ended September 30, 1997 and (ii) an increase in general repairs and maintenance on another well during the three months ended September 30, 1997, partially offset by the decreases in the volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased 33.1% for the three months ended September 30, 1997 from 24.3% for the three months ended September 30, 1996. This percentage increase was primarily due to the dollar increase in oil and gas production expenses discussed above. Depreciation, depletion, and amortization of oil and gas properties decreased $60,623 (54.5%) for the three months ended September 30, 1997 as compared to the three months ended September 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) the decrease in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 13.5% for the three months ended September 30, 1997 from 25.8% for the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses decreased $10,506 (20.5%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 10.9% for the three months ended September 30, 1997 and 11.9% for the three months ended September 30, 1996. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,316,380 $1,327,794 Oil and gas production expenses $ 387,140 $ 399,349 Barrels produced 17,247 19,353 Mcf produced 424,733 504,115 Average price/Bbl $ 19.38 $ 19.97 Average price/Mcf $ 2.31 $ 1.87 As shown in the above table, total oil and gas sales remained -45- relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Any decrease in oil and gas sales caused by decreases of approximately $42,000, $148,000 and $10,000, respectively, related to decreases in the volumes of oil and gas sold and in the average price of oil sold was substantially offset by an increase of approximately $187,000 related to the increase in the average price of gas sold. Volumes of oil and gas sold decreased 2,106 barrels and 79,382 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from positive prior period volume adjustments made by the purchasers on two wells during the nine months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on three wells during the nine months ended September 30, 1997, (ii) the sale of two gas producing wells during 1996, and (iii) a normal decline in production due to diminished gas reserves on one well during the nine months ended September 30, 1997. Average oil prices decreased to $19.38 per barrel for the nine months ended September 30, 1997 from $19.97 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $2.31 per Mcf for the nine months ended September 30, 1997 from $1.87 per Mcf, respectively, for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $12,209 (3.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 29.4% for the nine months ended September 30, 1997 and 30.1% for the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $167,004 (51.5%) for the nine months ended September 30, 1997 as compared to the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 12.0% for the nine months ended September 30, 1997 from 24.4% for the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-C Partnership recognized a non-cash charge against earnings of $66,617 for the nine months ended September 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, -46- 1997 and $30,454 was related to impairment of unproved properties. No similar charge was necessary during the nine months ended September 30, 1996. General and administrative expenses decreased $12,148 (7.4%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 11.5% for the nine months ended September 30, 1997 and 12.3% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $12,983,686 or 83.97% of Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- ---------- Oil and gas sales $865,030 $1,065,296 Oil and gas production expenses $308,799 $ 421,587 Barrels produced 13,570 17,261 Mcf produced 317,094 431,776 Average price/Bbl $ 17.24 $ 20.61 Average price/Mcf $ 1.99 $ 1.64 As shown in the above table, total oil and gas sales decreased $200,266 (18.8%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $76,000 and $188,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $46,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $111,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 3,691 barrels and 114,682 Mcf, respectively, for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from the sale of one well late in 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments by the purchasers on two wells during the three months ended September 30, 1996, (ii) the sale of one well in 1997, and (iii) normal declines in production due to diminished gas reserves on two wells. Average oil prices decreased to $17.24 per barrel for the three months ended September 30, 1997 from $20.61 per barrel for the three months ended September 30, 1996. Average gas prices increased to $1.99 per Mcf for the three months ended September 30, 1997 from $1.64 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating -47- expenses and production taxes) decreased $112,788 (26.8%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 35.7% for the three months ended September 30, 1997 from 39.6% for the three months ended September 30, 1996. This percentage decrease was primarily due to an increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $93,735 (41.0%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 15.6% for the three months ended September 30, 1997 from 21.5% for the three months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses decreased $31,239 (27.7%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 10.9% for the three months ended September 30, 1997 from 12.2% for the three months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses discussed above. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $3,144,982 $3,145,240 Oil and gas production expenses $1,004,330 $1,409,905 Barrels produced 39,108 52,555 Mcf produced 1,076,384 1,263,831 Average price/Bbl $ 19.20 $ 19.28 Average price/Mcf $ 2.22 $ 1.69 As shown in the above table, total oil and gas sales remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Any increase in oil and gas sales caused by an increase of approximately $570,000 related to an increase in the average price of gas sold for the nine months ended September 30, 1997 compared to the nine months ended September 30, 1996 was offset by decreases of approximately $259,000 and $308,000, respectively, related to decreases in volumes of oil and gas sold -48- and approximately $3,000 related to a decrease in the average price of oil sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Volumes of oil and gas sold decreased 13,447 barrels and 187,447 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from (i) the sale of one well during late 1996 and (ii) a negative prior period volume adjustment by the purchaser on one well during the nine months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from (i) the sale of three wells in late 1996 and early 1997, (ii) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1996, and (iii) negative prior period volume adjustments by the purchasers on two wells during the nine months ended September 30, 1997. Average oil prices decreased to $19.20 per barrel for the nine months ended September 30, 1997 from $19.28 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $2.22 per Mcf for the nine months ended September 30, 1997 from $1.69 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $405,575 (28.8%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996 and (ii) a decrease in production expenses due to the sale of one well in 1996. As a percentage of oil and gas sales, these expenses decreased to 31.9% for the nine months ended September 30, 1997 from 44.8% for the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $160,341 (26.6%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 14.1% for the nine months ended September 30, 1997 from 19.2% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-D Partnership recognized a non-cash charge against earnings of $143,957 for the nine months ended September 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 nine months ended September 30, 1996. -49- General and administrative expenses decreased $36,632 (10.5%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease resulted primarily from a decrease in professional fees for the nine months ended September 30, 1997 compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 9.9% for the nine months ended September 30, 1997 from 11.1% for the nine months ended September 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 September 30, 1997 totaling $25,090,903 or 79.68% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $591,192 $748,193 Oil and gas production expenses $161,447 $248,256 Barrels produced 10,638 14,360 Mcf produced 197,851 258,832 Average price/Bbl $ 17.96 $ 20.74 Average price/Mcf $ 2.02 $ 1.74 As shown in the table above, total oil and gas sales decreased $157,001 (21.0%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $77,000 and $106,000, respectively, were related to decreases in volumes of oil and gas sold and a decrease of approximately $29,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $55,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 3,722 barrels and 60,981 Mcf, respectively, for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from (i) the sale of one well in late 1996 and (ii) a normal decline in production due to diminished oil reserves on one well. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments by the purchasers on several wells during the three months ended September 30, 1996 and (ii) the shutting-in of one well due to mechanical difficulties for the three months ended September 30, 1997. Average oil prices decreased to $17.96 per barrel for the three months ended September 30, 1997 from $20.74 per barrel for the three months ended September 30, 1996, while average gas prices increased to $2.02 per Mcf for the three months ended September 30, 1997 from $1.74 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $86,809 (35.0%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease was primarily a -50- result of (i) decreases in volumes of oil and gas sold and (ii) a decrease in production expenses due to the sale of one well in 1996. As a percentage of oil and gas sales, these expenses decreased to 27.3% for the three months ended September 30, 1997 from 33.2% for the three months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $99,747 (39.2%) for the three months ended September 30, 1997 as compared to the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 26.1% for the three months ended September 30, 1997 from 34.0% for the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses decreased $51,048 (50.5%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 8.5% for the three months ended September 30, 1997 from 13.5% for the three months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses discussed above. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,971,161 $2,121,611 Oil and gas production expenses $ 670,416 $ 782,953 Barrels produced 33,798 43,642 Mcf produced 594,549 725,498 Average price/Bbl $ 19.41 $ 19.67 Average price/Mcf $ 2.21 $ 1.74 As shown in the table above, total oil and gas sales decreased $150,450 (7.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $193,000 and $228,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $8,000 was related to the decrease in the average price of oil sold for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996, which decreases were partially offset by an increase of approximately -51- $279,000 due to the increase in the average price of gas sold. Volumes of oil and gas sold decreased 9,844 barrels and 130,949 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of oil sold was primarily a result of (i) the sale of one well in late 1996 and (ii) the shutting-in of one well due to mechanical difficulties in early 1997. The decrease in volumes of gas sold was primarily a result of (i) negative prior period volume adjustments by the purchasers on several wells during the nine months ended September 30, 1997 and (ii) the shutting-in of two wells due to mechanical difficulties in early 1997. Average oil prices decreased to $19.41 per barrel for the nine months ended September 30, 1997 from $19.67 per barrel for the nine months ended September 30, 1996, while average gas prices increased to $2.21 per Mcf for the nine months ended September 30, 1996 from $1.74 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $112,537 (14.4%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 34.0% for the nine months ended September 30, 1997 from 36.9% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $256,915 (35.3%) for the nine months ended September 30, 1997 as compared to the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 23.9% for the nine months ended September 30, 1997 from 34.3% for the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-E Partnership recognized a non-cash charge against earnings of $992,851 for the nine months ended September 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 nine months ended September 30, 1996. -52- General and administrative expenses decreased $71,788 (22.2%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 12.7% for the nine months ended September 30, 1997 from 15.2% for the nine months ended September 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 September 30, 1997 totaling $14,725,574 or 64.35% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $498,151 $563,030 Oil and gas production expenses $ 94,319 $124,717 Barrels produced 11,202 10,504 Mcf produced 149,512 191,942 Average price/Bbl $ 17.66 $ 20.89 Average price/Mcf $ 2.01 $ 1.79 As shown in the above table, total oil and gas sales decreased $64,879 (11.5%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $75,000 and $36,000, respectively, were related to decreases in both volumes of gas sold and the average price of oil sold, which amounts were partially offset by increases of approximately $15,000 and $33,000, respectively, related to increases in both volumes of oil sold and the average price of gas sold. Volumes of oil sold increased 698 barrels, while volumes of gas sold decreased 42,430 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on several wells during the three months ended September 30, 1996, (ii) negative prior period volume adjustments made by purchasers on three wells during the three months ended September 30, 1997, and (iii) a normal decline in production due to diminished gas reserves on one well. Average oil prices decreased to $17.66 per barrel for the three months ended September 30, 1997 from $20.89 per barrel for the three months ended September 30, 1996. Average gas prices increased to $2.01 per Mcf for the three months ended September 30, 1997 from $1.79 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $30,398 (24.4%) for the three months ended September 30, 1997 as compared to the three -53- months ended September 30, 1996. This decrease resulted primarily from (i) the sale of four wells during late 1996, (ii) decreases in general repairs and maintenance expenses on two wells during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996, and (iii) the decrease in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 18.9% for the three months ended September 30, 1997 from 22.2% for the three months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $40,792 (28.5%) for the three months ended September 30, 1997 as compared to the three months ended September 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) the decrease in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 20.6% for the three months ended September 30, 1997 from 25.5% for the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.7% for the three months ended September 30, 1997 and 8.8% for the three months ended September 30, 1996. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,674,566 $1,794,471 Oil and gas production expenses $ 356,815 $ 428,421 Barrels produced 35,072 36,741 Mcf produced 440,529 604,664 Average price/Bbl $ 18.92 $ 19.14 Average price/Mcf $ 2.30 $ 1.80 As shown in the above table, total oil and gas sales decreased $119,905 (6.7%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $32,000 and $295,000, respectively, were related to decreases in volumes of oil and gas sold, which decreases were partially offset by an increase of approximately $220,000 related to the increase in the average price of gas sold. Volumes of oil and gas sold decreased 1,669 barrels and -54- 164,135 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on several wells during the nine months ended September 30, 1996, (ii) negative prior period volume adjustments made by purchasers on three wells during the nine months ended September 30, 1997, (iii) the sale of one well during 1997 and (iv) a normal decline in production due to diminished gas reserves on one well. Average oil prices decreased to $18.92 per barrel for the nine months ended September 30, 1997 from $19.14 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $2.30 per Mcf for the nine months ended September 30, 1997 from $1.80 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $71,606 (16.7%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 21.3% for the nine months ended September 30, 1997 from 23.9% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $156,688 (33.7%) for the nine months ended September 30, 1997 as compared to the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 18.4% for the nine months ended September 30, 1997 from 25.9% for the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-F Partnership recognized a non-cash charge against earnings of $1,377,160 for the nine months ended September 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 nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the -55- nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.4% for the nine months ended September 30, 1997 and 8.7% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $14,588,051 or 85.11% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,057,832 $1,190,247 Oil and gas production expenses $ 201,928 $ 269,949 Barrels produced 23,506 22,039 Mcf produced 318,866 410,340 Average price/Bbl $ 17.66 $ 20.90 Average price/Mcf $ 2.02 $ 1.78 As shown in the above table, total oil and gas sales decreased $132,412 (11.1%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $163,000 and $76,000, respectively, were related to decreases in both volumes of gas sold and the average price of oil sold, which decreases were partially offset by increases of approximately $31,000 and $77,000, respectively, related to increases in volumes of oil sold and the average price of gas sold. Volumes of oil sold increased 1,467 barrels, while volumes of gas sold decreased 91,474 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on several wells during the three months ended September 30, 1996 and (ii) negative prior period volume adjustments made by the purchasers on three other wells during the three months ended September 30, 1997. Average oil prices decreased to $17.66 per barrel for the three months ended September 30, 1997 from $20.90 per barrel for the three months ended September 30, 1996. Average gas prices increased to $2.02 per Mcf for the three months ended September 30, 1997 from $1.78 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $68,021 (25.2%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) a decrease in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996, (ii) the sale of several wells during 1996, (iii) a positive prior period volume adjustment made by the purchaser on one well during during the three months ended September 30, 1996 and (iv) decreases in general repairs and maintenance expenses on three wells during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these -56- expenses decreased to 19.1% for the three months ended September 30, 1997 from 22.7% for the three months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $105,206 (32.0%) for the three months ended September 30, 1997 as compared to the three months ended September 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) the decrease in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 21.1% for the three months ended September 30, 1997 from 27.6% for the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.9% for the three months ended September 30, 1997 and 9.1% for the three months ended September 30, 1996. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $3,575,321 $3,807,146 Oil and gas production expenses $ 775,531 $ 930,655 Barrels produced 73,655 77,229 Mcf produced 945,548 1,295,413 Average price/Bbl $ 18.92 $ 19.15 Average price/Mcf $ 2.31 $ 1.80 As shown in the above table, total oil and gas sales decreased $231,825 (6.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $68,000 and $630,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $17,000 was related to the decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $482,000 related to the increase in the average price of gas sold. Volumes of oil and gas sold decreased 3,574 barrels and 349,865 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on several wells during the nine months ended September 30, 1996 and (ii) negative prior period volume adjustments made by purchasers on two wells during the nine -57- months ended September 30, 1997. Average oil prices decreased to $18.92 per barrel for the nine months ended September 30, 1997 from $19.15 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $2.31 per Mcf for the nine months ended September 30, 1997 from $1.80 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $155,124 (16.7%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 21.7% for the nine months ended September 30, 1997 from 24.4% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $391,140 (36.8%) for the nine months ended September 30, 1997 as compared to the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 18.8% for the nine months ended September 30, 1997 from 27.9% for the nine months ended September 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-G Partnership recognized a non-cash charge against earnings of $3,101,656 for the nine months ended September 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 nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.6% for the nine months ended September 30, 1997 and 8.9% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $29,974,371 or 80.54% of Limited Partners' capital contributions. -58- II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $251,228 $282,932 Oil and gas production expenses $ 48,760 $ 66,715 Barrels produced 5,463 5,122 Mcf produced 76,662 100,841 Average price/Bbl $ 17.66 $ 20.87 Average price/Mcf $ 2.02 $ 1.75 As shown in the table above, total oil and gas sales decreased $31,704 (11.2%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $42,000 was related to a decrease in volumes of gas sold and approximately $17,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of (i) approximately $7,000 related to an increase in volumes of oil sold and (ii) approximately $20,000 related to the increase in the average price of gas sold. Volumes of oil sold increased 341 barrels and volumes of gas sold decreased 24,179 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments by the purchasers on several wells during the three months ended September 30, 1996, (ii) a negative prior period volume adjustment on one well during the three months ended September 30, 1997, and (iii) the sale of several wells in 1996 and early 1997. Average oil prices decreased to $17.66 per barrel for the three months ended September 30, 1997 from $20.87 per barrel for the three months ended September 30, 1996, while average gas prices increased to $2.02 per Mcf for the three months ended September 30, 1997 from $1.75 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $17,955 (26.9%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) a decrease in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996, (ii) downhole pump repair on one well during the three months ended September 30, 1996, and (iii) equipment repairs during the three months ended September 30, 1996 and a decrease in saltwater disposal expenses for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996 on another well. As a percentage of oil and gas sales, these expenses decreased to 19.4% for the three months ended September 30, 1997 from 23.6% for the three months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas -59- properties decreased $28,022 (34.6%) for the three months ended September 30, 1997 as compared to the three months ended September 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 gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 21.1% for the three months ended September 30, 1997 from 28.6% for the three months ended September 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 September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 10.3% for the three months ended September 30, 1997 from 12.2% for the three months ended September 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 -------- -------- Oil and gas sales $861,261 $909,731 Oil and gas production expenses $192,891 $230,938 Barrels produced 17,129 17,978 Mcf produced 230,796 319,009 Average price/Bbl $ 18.92 $ 19.16 Average price/Mcf $ 2.33 $ 1.77 As shown in the table above, total oil and gas sales decreased $48,470 (5.3%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $16,000 and $156,000, respectively, were related to decreases in volumes of oil and gas sold for the nine months ended September 30, 1997 compared to the nine months ended September 30, 1996 and approximately $4,000 was related the decrease in the average price of oil sold, which decreases were partially offset by the increase of approximately $129,000 related to the increase in the average price of gas sold. Volumes of oil and gas sold decreased 849 barrels and 88,213 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on several wells during the nine months ended September 30, 1996, (ii) negative prior period volume adjustments by the purchasers on two wells during the nine months ended September 30, 1997, and (iii) the sale of several wells in 1996 and early 1997. Average oil prices decreased to $18.92 per barrel for the nine months ended September 30, 1997 from $19.16 per barrel for the nine months ended September 30, 1996, while average gas prices increased to $2.33 per Mcf for the nine months ended September 30, 1997 from $1.77 per Mcf for the nine months ended September -60- 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $38,047 (16.5%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 22.4% for the nine months ended September 30, 1997 from 25.4% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $101,303 (38.6%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 18.7% for the nine months ended September 30, 1997 from 28.9% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The II-H Partnership recognized a non-cash charge against earnings of $785,220 for the nine months ended September 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 nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.8% for the nine months ended September 30, 1997 and 9.2% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $6,978,364 or 76.09% of Limited Partners' capital contributions. -61- PART II: OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27.1 Financial Data Schedule containing summary financial information extracted from the II-A Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K: None. -62- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H (Registrant) By: GEODYNE RESOURCES, INC. General Partner Date: November 13, 1997 By: /s/Dennis R. Neill ------------------------------ (Signature) Dennis R. Neill President Date: November 13, 1997 By: /s/Patrick M. Hall ------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -63- INDEX TO EXHIBITS ----------------- NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-A's financial statements as of September 30, 1997 and for the nine months ended September 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 September 30, 1997 and for the nine months ended September 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 September 30, 1997 and for the nine months ended September 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 September 30, 1997 and for the nine months ended September 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 September 30, 1997 and for the nine months ended September 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 September 30, 1997 and for the nine months ended September 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 September 30, 1997 and for the nine months ended September 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 September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. All other exhibits are omitted as inapplicable.