CONFORMED COPY QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the period ended March 31, 1997 or [ ] Transition Report Pursuant to Section 13 of 15(d) of the Securities and Exchange Act of 1934 For the transition period from to Commission file number 033-70568 I.R.S. Employer Identification Number 55-0743002 PDC 1995-D LIMITED PARTNERSHIP (A West Virginia Limited Partnership) 103 East Main Street Bridgeport, WV 26330 Telephone: (304) 842-6256 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 such filing requirements for the past 90 days. Yes XX No PDC 1995-D LIMITED PARTNERSHIP (A West Virginia Limited Partnership) INDEX PART I - FINANCIAL INFORMATION Page No. Item 1. Financial Statements Balance Sheets March 31, 1997 and December 31, 1996 1 Statements of Operations - Three Months Ended March 31, 1997 2 Statement of Partners' Equity - Three Months Ended March 31, 1997 3 Statements of Cash Flows- Three Months Ended March 31, 1997 4 Notes to Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II OTHER INFORMATION Item 1. Legal Proceedings 7 Item 6. Exhibits and Reports on Form 8-K 7 PDC 1995-D LIMITED PARTNERSHIP (A West Virginia Limited Partnership) Balance Sheets March 31, 1997 and December 31, 1996 Assets 1997 1996 (Unaudited) Current assets: Cash $ 8,516 7,125 Accounts receivable - oil and gas revenues 236,216 267,719 Total current assets 244,732 274,844 Oil and gas properties, successful efforts method Oil and gas properties 8,901,796 8,901,796 Less accumulated depreciation, depletion, and amortization 695,017 508,314 8,206,779 8,393,482 $8,451,511 8,668,326 Current Liabilities and Partners' Equity Current liabilities: Accrued expenses $ 24,564 24,564 Total current liabilities 24,564 24,564 Partners' Equity 8,426,947 8,643,762 $8,451,511 8,668,326 See accompanying notes to financial statements. -1- PDC 1995-D LIMITED PARTNERSHIP (A West Virginia Limited Partnership) Statements of Operations Three months ended March 31, 1997 and 1996 (Unaudited) 1997 1996 Revenues: Sales of oil and gas $ 337,942 27,636 Interest income 1,403 - 339,345 27,636 Expenses: Lifting cost 67,205 4,540 Direct administration cost 12 - Depreciation, depletion, and amortization 186,703 19,276 253,920 23,816 Net income $ 85,425 3,820 Net income per limited and additional general partner unit $ 168 7 See accompanying notes to financial statements. -2- PDC 1995-D LIMITED PARTNERSHIP (A West Virginia Limited Partnership) Statement of Partners' Equity Three months ended March 31, 1997 (Unaudited) Limited and additional Managing general partners general partner Total Balance, December 31, 1996 $6,915,009 $1,728,753 8,643,762 Net income 68,340 17,085 85,425 Distributions to partners (241,792) (60,448) (302,240) Balance, March 31, 1997 $6,741,557 $1,685,390 $8,426,947 See accompanying notes to financial statements. -3- PDC 1995-D LIMITED PARTNERSHIP (A West Virginia Limited Partnership) Statements of Cash Flows Three months ended March 31, 1997 (Unaudited) 1997 1996 Cash flows from operating activities: Net income $ 85,425 3,820 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 186,703 19,276 Changes in operating assets and liabilities: Decrease (increase) in accounts receivable - oil and gas revenues 31,503 (23,096) Decrease in accrued expenses - (1,050) Net cash provided from (used by) operating activities 303,631 (1,050) Cash flows from financing activities: Distributions to partners (302,240) - Net cash used by financing activities (302,240) - Net incresae (decrease) in cash 1,391 (1,050) Cash at beginning of period 7,125 20,000 Cash at end of period $ 8,516 18,950 See accompanying notes to financial statements. -4- PDC 1995-D LIMITED PARTNERSHIP (A West Virginia Limited Partnership) Notes to Financial Statements (Unaudited) 1. Accounting Policies Reference is hereby made to the Partnership's Annual Report on Form 10-K for 1996, which contains a summary of major accounting policies followed by the Partnership in the preparation of its financial statements. These policies were also followed in preparing the quarterly report included herein. 2. Basis of Presentation The Management of the Partnership believes that all adjustments (consisting of only normal recurring accruals) necessary to a fair statement of the results of such periods have been made. The results of operations for the three months ended March 31, 1997 are not necessarily indicative of the results to be expected for the full year. 3. Oil and Gas Properties Oil and Gas Properties are reported on the successful efforts method. -5- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Partnership was funded on December 29, 1995 with initial Limited and Additional General Partner contributions of $8,157,071 and the Managing General Partner contributed $1,784,359. Syndication and management fee costs of $1,019,634 were incurred leaving available capital of $8,921,796 for Partnership activities. The Partnership began exploration and development activities subsequent to the funding of the Partnership and completed well drilling activities by March 31, 1996. Forty-three wells have been drilled, of which forty-one have been completed as producing wells. Operations will be conducted with available funds and revenues generated from oil and gas activities. No bank borrowings are anticipated. The Partnership had net working capital at March 31, 1997 of $220,168. The Partnership's revenues from oil and gas will be affected by changes in prices. As a result of changes in federal regulations, gas prices are highly dependent on the balance between supply and demand. The Partnership's gas sales prices are subject to increase and decrease based on various market sensitive indices. Results of Operations Revenue and expenses during the first quarter of 1997 include natural gas sales and related expenses for all of the Partnership's wells. During the same period in 1996 all of the wellls were not yet turned into the line and producing. The Partnership distributed $302,240 to the partners during the first quarter of 1997. -6- CONFORMED COPY PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 6. Exhibits and Reports on Form 8-K (a) None. (b) No reports on Form 8-K have been filed during the quarter ended March 31, 1997. 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. PDC 1995-D Limited Partnership (Registrant) By its Managing General Partner Petroleum Development Corporation Date: May 14, 1997 /s/ Steven R. Williams Steven R. Williams President Date: May 14, 1997 /s/ Dale G. Rettinger Dale G. Rettinger Executive Vice President and Treasurer -7-