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, 2000 Commission File Number: II-A: 0-16388 II-D: 0-16980 II-G: 0-17802 II-B: 0-16405 II-E: 0-17320 II-H: 0-18305 II-C: 0-16981 II-F: 0-17799 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 Oklahoma II-G 73-1336572 II-H 73-1342476 - ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) 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 such filing requirements for the past 90 days. Yes X No ------ ------ -1- 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, 2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,059,121 $ 723,978 Accounts receivable: Oil and gas sales 982,007 702,392 Related party (Note 2) 35,966 - ---------- ---------- Total current assets $2,077,094 $1,426,370 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,227,291 3,541,487 DEFERRED CHARGE 732,855 732,855 ---------- ---------- $6,037,240 $5,700,712 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 78,949 $ 112,953 Gas imbalance payable 123,801 123,801 ---------- ---------- Total current liabilities $ 202,750 $ 236,754 ACCRUED LIABILITY $ 221,438 $ 221,438 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 329,373) ($ 380,195) Limited Partners, issued and outstanding, 484,283 units 5,942,425 5,622,715 ---------- ---------- Total Partners' capital $5,613,052 $5,242,520 ---------- ---------- $6,037,240 $5,700,712 ========== ========== 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, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Oil and gas sales $1,458,416 $1,135,642 Interest income, including $288 from a related party in 2000 (Note 2) 11,819 5,895 Gain on sale of oil and gas properties 95,992 1,237 ---------- ---------- $1,566,227 $1,142,774 COSTS AND EXPENSES: Lease operating $ 223,242 $ 214,199 Production tax 86,546 71,176 Depreciation, depletion, and amortization of oil and gas properties 118,226 175,328 General and administrative (Note 2) 137,466 134,000 ---------- ---------- $ 565,480 $ 594,703 ---------- ---------- NET INCOME $1,000,747 $ 548,071 ========== ========== GENERAL PARTNER - NET INCOME $ 109,533 $ 34,122 ========== ========== LIMITED PARTNERS - NET INCOME $ 891,214 $ 513,949 ========== ========== NET INCOME per unit $ 1.84 $ 1.06 ========== ========== 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, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Oil and gas sales $4,104,104 $2,629,667 Interest income, including $288 from a related party in 2000 (Note 2) 28,321 10,585 Gain on sale of oil and gas properties 96,301 1,237 Insurance settlement - 202,500 ---------- ---------- $4,228,726 $2,843,989 COSTS AND EXPENSES: Lease operating $ 778,877 $ 772,355 Production tax 226,639 144,189 Depreciation, depletion, and amortization of oil and gas properties 377,304 463,573 General and administrative (Note 2) 442,756 441,628 ---------- ---------- $1,825,576 $1,821,745 ---------- ---------- NET INCOME $2,403,150 $1,022,244 ========== ========== GENERAL PARTNER - NET INCOME $ 271,440 $ 69,126 ========== ========== LIMITED PARTNERS - NET INCOME $2,131,710 $ 953,118 ========== ========== NET INCOME per unit $ 4.40 $ 1.97 ========== ========== 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, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,403,150 $1,022,244 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 377,304 463,573 Gain on sale of oil and gas properties ( 96,301) ( 1,237) Increase in accounts receivable - oil and gas sales ( 279,615) ( 188,318) Increase in accounts receivable - related party ( 288) - Decrease in accounts payable ( 34,004) ( 94,478) ---------- ---------- Net cash provided by operating activities $2,370,246 $1,201,784 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 63,108) ($ 9,141) Proceeds from sale of oil and gas properties 60,623 12,063 ---------- ---------- Net cash provided (used) by investing activities ($ 2,485) $ 2,922 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,032,618) ($ 721,184) ---------- ---------- Net cash used by financing activities ($2,032,618) ($ 721,184) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 335,143 $ 483,522 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 723,978 213,480 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,059,121 $ 697,002 ========== ========== -5- SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES The Geodyne II-A Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 for which proceeds and interest thereon were due from a related party at September 30, 2000. 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2000 1999 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 891,584 $ 372,838 Accounts receivable: Oil and gas sales 707,462 512,039 ---------- ---------- Total current assets $1,599,046 $ 884,877 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,116,223 2,259,415 DEFERRED CHARGE 230,320 230,320 ---------- ---------- $3,945,589 $3,374,612 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 55,521 $ 89,312 Gas imbalance payable 21,890 21,890 ---------- ---------- Total current liabilities $ 77,411 $ 111,202 ACCRUED LIABILITY $ 97,529 $ 97,529 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 280,584) ($ 290,773) Limited Partners, issued and outstanding, 361,719 units 4,051,233 3,456,654 ---------- ---------- Total Partners' capital $3,770,649 $3,165,881 ---------- ---------- $3,945,589 $3,374,612 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- -------- REVENUES: Oil and gas sales $ 993,491 $812,462 Interest income 9,327 3,131 Gain on sale of oil and gas properties 248,695 - ---------- -------- $1,251,513 $815,593 COSTS AND EXPENSES: Lease operating $ 152,996 $162,365 Production tax 60,369 58,135 Depreciation, depletion, and amortization of oil and gas properties 60,150 107,581 General and administrative (Note 2) 102,926 100,087 ---------- -------- $ 376,441 $428,168 ---------- -------- NET INCOME $ 875,072 $387,425 ========== ======== GENERAL PARTNER - NET INCOME $ 45,694 $ 23,518 ========== ======== LIMITED PARTNERS - NET INCOME $ 829,378 $363,907 ========== ======== NET INCOME per unit $ 2.30 $ 1.01 ========== ======== 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Oil and gas sales $2,859,162 $1,898,187 Interest income 18,701 5,515 Gain on sale of oil and gas properties 249,921 - ---------- ---------- $3,127,784 $1,903,702 COSTS AND EXPENSES: Lease operating $ 528,145 $ 590,298 Production tax 161,364 122,224 Depreciation, depletion, and amortization of oil and gas properties 196,773 292,007 General and administrative (Note 2) 331,486 329,001 ---------- ---------- $1,217,768 $1,333,530 ---------- ---------- NET INCOME $1,910,016 $ 570,172 ========== ========== GENERAL PARTNER - NET INCOME $ 102,437 $ 39,913 ========== ========== LIMITED PARTNERS - NET INCOME $1,807,579 $ 530,259 ========== ========== NET INCOME per unit $ 5.00 $ 1.47 ========== ========== UNITS OUTSTANDING 361,719 361,719 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,910,016 $570,172 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 196,773 292,007 Gain on sale of oil and gas properties ( 249,921) - Increase in accounts receivable - oil and gas sales ( 195,423) ( 148,927) Decrease in accounts payable ( 33,791) ( 18,708) ---------- -------- Net cash provided by operating activities $1,627,654 $694,544 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 54,407) ($ 1,454) Proceeds from sale of oil and gas properties 250,747 23,208 ---------- -------- Net cash provided by investing activities $ 196,340 $ 21,754 ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,305,248) ($388,096) ---------- -------- Net cash used by financing activities ($1,305,248) ($388,096) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 518,746 $328,202 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 372,838 107,021 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 891,584 $435,223 ========== ======== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 332,162 $ 204,820 Accounts receivable: Oil and gas sales 322,879 244,751 Related party (Note 2) 23,345 - ---------- ---------- Total current assets $ 678,386 $ 449,571 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,145,893 1,225,550 DEFERRED CHARGE 129,664 129,664 ---------- ---------- $1,953,943 $1,804,785 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 23,255 $ 38,355 Gas imbalance payable 20,300 20,300 ---------- ---------- Total current liabilities $ 43,555 $ 58,655 ACCRUED LIABILITY $ 54,063 $ 54,063 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 106,365) ($ 119,145) Limited Partners, issued and outstanding, 154,621 units 1,962,690 1,811,212 ---------- ---------- Total Partners' capital $1,856,325 $1,692,067 ---------- ---------- $1,953,943 $1,804,785 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 -------- -------- REVENUES: Oil and gas sales $453,932 $379,273 Interest income, including $187 from a related party in 2000 (Note 2) 3,539 1,808 Gain on sale of oil and gas properties 63,119 - -------- -------- $520,590 $381,081 COSTS AND EXPENSES: Lease operating $ 61,261 $ 65,164 Production tax 31,711 26,752 Depreciation, depletion, and amortization of oil and gas properties 29,172 59,416 General and administrative (Note 2) 44,530 42,780 -------- -------- $166,674 $194,112 -------- -------- NET INCOME $353,916 $186,969 ======== ======== GENERAL PARTNER - NET INCOME $ 37,663 $ 23,864 ======== ======== LIMITED PARTNERS - NET INCOME $316,253 $163,105 ======== ======== NET INCOME per unit $ 2.04 $ 1.06 ======== ======== 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- -------- REVENUES: Oil and gas sales $1,315,347 $903,938 Interest income, including $187 from a related party in 2000 (Note 2) 8,409 3,668 Gain on sale of oil and gas properties 68,179 47 ---------- -------- $1,391,935 $907,653 COSTS AND EXPENSES: Lease operating $ 220,670 $227,596 Production tax 82,539 69,002 Depreciation, depletion, and amortization of oil and gas properties 102,356 163,546 General and administrative (Note 2) 143,204 141,385 ---------- -------- $ 548,769 $601,529 ---------- -------- NET INCOME $ 843,166 $306,124 ========== ======== GENERAL PARTNER - NET INCOME $ 92,688 $ 44,965 ========== ======== LIMITED PARTNERS - NET INCOME $ 750,478 $261,159 ========== ======== NET INCOME per unit $ 4.85 $ 1.69 ========== ======== UNITS OUTSTANDING 154,621 154,621 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $843,166 $306,124 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 102,356 163,546 Gain on sale of oil and properties ( 68,179) ( 47) Increase in accounts receivable - oil and gas sales ( 78,128) ( 73,459) Increase in accounts receivable - related party ( 187) - Decrease in accounts payable ( 15,100) ( 5,178) -------- -------- Net cash provided by operating activities $783,928 $390,986 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 23,347) ($ 10,587) Proceeds from sale of oil and gas properties 45,669 8,735 -------- -------- Net cash provided (used) by investing activities $ 22,322 ($ 1,852) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($678,908) ($228,872) -------- -------- Net cash used by financing activities ($678,908) ($228,872) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $127,342 $160,262 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 204,820 66,617 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $332,162 $226,879 ======== ======== -14- SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES The Geodyne II-C Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 for which proceeds and interest thereon were due from a related party at September 30, 2000. 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2000 1999 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 642,292 $ 547,528 Accounts receivable: Oil and gas sales 622,710 461,491 Related party (Note 2) 244,989 - ---------- ---------- Total current assets $1,509,991 $1,009,019 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,127,438 2,315,758 DEFERRED CHARGE 415,812 415,812 ---------- ---------- $4,053,241 $3,740,589 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 54,715 $ 76,408 Gas imbalance payable 114,149 114,149 ---------- ---------- Total current liabilities $ 168,864 $ 190,557 ACCRUED LIABILITY $ 146,343 $ 146,343 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 187,001) ($ 236,260) Limited Partners, issued and outstanding, 314,878 units 3,925,035 3,639,949 ---------- ---------- Total Partners' capital $3,738,034 $3,403,689 ---------- ---------- $4,053,241 $3,740,589 ========== ========== 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 OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- -------- REVENUES: Oil and gas sales $ 874,480 $705,104 Interest income, including $1,961 from a related party in 2000 (Note 2) 8,628 3,898 Gain on sale of oil and gas properties 273,833 - ---------- -------- $1,156,941 $709,002 COSTS AND EXPENSES: Lease operating $ 155,260 $144,496 Production tax 70,292 48,457 Depreciation, depletion, and amortization of oil and gas properties 51,622 102,835 General and administrative (Note 2) 89,590 87,122 ---------- -------- $ 366,764 $382,910 ---------- -------- NET INCOME $ 790,177 $326,092 ========== ======== GENERAL PARTNER - NET INCOME $ 82,801 $ 41,475 ========== ======== LIMITED PARTNERS - NET INCOME $ 707,376 $284,617 ========== ======== NET INCOME per unit $ 2.24 $ .90 ========== ======== UNITS OUTSTANDING 314,878 314,878 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Oil and gas sales $2,573,031 $1,831,319 Interest income, including $1,961 from a related party in 2000 (Note 2) 20,686 9,785 Gain on sale of oil and gas properties 280,809 36,944 ---------- ---------- $2,874,526 $1,878,048 COSTS AND EXPENSES: Lease operating $ 522,479 $ 590,571 Production tax 185,000 137,156 Depreciation, depletion, and amortization of oil and gas properties 188,290 307,251 General and administrative (Note 2) 288,797 286,856 ---------- ---------- $1,184,566 $1,321,834 ---------- ---------- NET INCOME $1,689,960 $ 556,214 ========== ========== GENERAL PARTNER - NET INCOME $ 183,874 $ 76,853 ========== ========== LIMITED PARTNERS - NET INCOME $1,506,086 $ 479,361 ========== ========== NET INCOME per unit $ 4.78 $ 1.52 ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,689,960 $556,214 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 188,290 307,251 Gain on sale of oil and gas properties ( 280,809) ( 36,944) Increase in accounts receivable - oil and gas sales ( 161,219) ( 142,613) Increase in accounts receivable - related party ( 1,961) - Decrease in accounts payable ( 21,693) ( 10,936) ---------- -------- Net cash provided by operating activities $1,412,568 $672,972 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 4,762) ($ 16,831) Proceeds from sale of oil and gas properties 42,573 36,944 ---------- -------- Net cash provided by investing activities $ 37,811 $ 20,113 ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,355,615) ($564,126) ---------- -------- Net cash used by financing activities ($1,355,615) ($564,126) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 94,764 $128,959 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 547,528 311,556 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 642,292 $440,515 ========== ======== -19- SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES The Geodyne II-D Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 for which proceeds and interest thereon were due from a related party at September 30, 2000. 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 664,644 $ 450,833 Accounts receivable: Oil and gas sales 508,830 319,501 ---------- ---------- Total current assets $1,173,474 $ 770,334 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,807,443 2,035,168 DEFERRED CHARGE 216,068 216,068 ---------- ---------- $3,196,985 $3,021,570 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 30,530 $ 48,834 Gas imbalance payable 37,480 151,074 ---------- ---------- Total current liabilities $ 68,010 $ 199,908 ACCRUED LIABILITY $ 42,252 $ 42,252 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 132,746) ($ 162,586) Limited Partners, issued and outstanding, 228,821 units 3,219,469 2,941,996 ---------- ---------- Total Partners' capital $3,086,723 $2,779,410 ---------- ---------- $3,196,985 $3,021,570 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 -------- -------- REVENUES: Oil and gas sales $823,961 $490,849 Interest income 5,971 3,827 Gain on sale of oil and gas properties 149,218 - -------- -------- $979,150 $494,676 COSTS AND EXPENSES: Lease operating $ 85,972 $ 90,976 Production tax 59,685 36,311 Depreciation, depletion, and amortization of oil and gas properties 82,277 104,784 General and administrative (Note 2) 65,448 63,315 -------- -------- $293,382 $295,386 -------- -------- NET INCOME $685,768 $199,290 ======== ======== GENERAL PARTNER - NET INCOME $ 75,385 $ 28,977 ======== ======== LIMITED PARTNERS - NET INCOME $610,383 $170,313 ======== ======== NET INCOME per unit $ 2.66 $ .75 ======== ======== UNITS OUTSTANDING 228,821 228,821 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Oil and gas sales $1,994,401 $1,294,093 Interest income 15,544 9,926 Gain on sale of oil and gas properties 154,694 23,406 ---------- ---------- $2,164,639 $1,327,425 COSTS AND EXPENSES: Lease operating $ 298,068 $ 297,620 Production tax 130,784 90,873 Depreciation, depletion, and amortization of oil and gas properties 236,050 330,819 General and administrative (Note 2) 210,667 208,877 ---------- ---------- $ 875,569 $ 928,189 ---------- ---------- NET INCOME $1,289,070 $ 399,236 ========== ========== GENERAL PARTNER - NET INCOME $ 148,597 $ 47,711 ========== ========== LIMITED PARTNERS - NET INCOME $1,140,473 $ 351,525 ========== ========== NET INCOME per unit $ 4.98 $ 1.54 ========== ========== UNITS OUTSTANDING 228,821 228,821 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,289,070 $399,236 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 236,050 330,819 Gain on sale of oil and gas properties ( 154,694) ( 23,406) Increase in accounts receivable - oil and gas sales ( 189,329) ( 119,316) Decrease in accounts payable ( 18,304) ( 8,560) Decrease in gas imbalance payable ( 113,594) - ---------- -------- Net cash provided by operating activities $1,049,199 $578,773 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,770) ($ 5,785) Proceeds from sale of oil and gas properties 159,139 27,235 ---------- -------- Net cash provided by investing activities $ 146,369 $ 21,450 ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 981,757) ($596,582) ---------- -------- Net cash used by financing activities ($ 981,757) ($596,582) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 213,811 $ 3,641 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 450,833 376,779 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 664,644 $380,420 ========== ======== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 433,575 $ 280,098 Accounts receivable: Oil and gas sales 400,802 286,995 ---------- ---------- Total current assets $ 834,377 $ 567,093 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,630,739 1,792,192 DEFERRED CHARGE 34,366 34,366 ---------- ---------- $2,499,482 $2,393,651 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 23,916 $ 27,269 Gas imbalance payable 5,208 5,208 ---------- ---------- Total current liabilities $ 29,124 $ 32,477 ACCRUED LIABILITY $ 22,508 $ 22,508 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 105,875) ($ 112,893) Limited Partners, issued and outstanding, 171,400 units 2,553,725 2,451,559 ---------- ---------- Total Partners' capital $2,447,850 $2,338,666 ---------- ---------- $2,499,482 $2,393,651 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -25- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 -------- -------- REVENUES: Oil and gas sales $582,555 $454,356 Interest income 4,306 1,950 Gain on sale of oil and gas properties 33,624 - -------- -------- $620,485 $456,306 COSTS AND EXPENSES: Lease operating $ 49,261 $ 67,499 Production tax 41,490 26,867 Depreciation, depletion, and amortization of oil and gas properties 55,619 75,359 General and administrative (Note 2) 49,023 47,427 -------- -------- $195,393 $217,152 -------- -------- NET INCOME $425,092 $239,154 ======== ======== GENERAL PARTNER - NET INCOME $ 47,084 $ 30,502 ======== ======== LIMITED PARTNERS - NET INCOME $378,008 $208,652 ======== ======== NET INCOME per unit $ 2.20 $ 1.22 ======== ======== UNITS OUTSTANDING 171,400 171,400 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -26- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Oil and gas sales $1,658,278 $1,225,529 Interest income 10,988 5,125 Gain on sale of oil and gas properties 51,336 1,203 ---------- ---------- $1,720,602 $1,231,857 COSTS AND EXPENSES: Lease operating $ 192,158 $ 257,961 Production tax 111,350 73,494 Depreciation, depletion, and amortization of oil and gas properties 179,439 269,059 General and administrative (Note 2) 157,414 156,008 ---------- ---------- $ 640,361 $ 756,522 ---------- ---------- NET INCOME $1,080,241 $ 475,335 ========== ========== GENERAL PARTNER - NET INCOME $ 123,075 $ 71,236 ========== ========== LIMITED PARTNERS - NET INCOME $ 957,166 $ 404,099 ========== ========== NET INCOME per unit $ 5.58 $ 2.36 ========== ========== UNITS OUTSTANDING 171,400 171,400 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -27- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,080,241 $475,335 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 179,439 269,059 Gain on sale of oil and gas properties ( 51,336) ( 1,203) Increase in accounts receivable - oil and gas sales ( 113,807) ( 113,842) Decrease in accounts payable ( 3,353) ( 2,095) ---------- -------- Net cash provided by operating activities $1,091,184 $627,254 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 24,102) ($ 17,239) Proceeds from sale of oil and gas properties 57,452 5,833 ---------- -------- Net cash provided (used) by investing activities $ 33,350 ($ 11,406) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 971,057) ($525,939) ---------- -------- Net cash used by financing activities ($ 971,057) ($525,939) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 153,477 $ 89,909 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 280,098 153,240 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 433,575 $243,149 ========== ======== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 919,329 $ 633,816 Accounts receivable: Oil and gas sales 850,582 605,936 ---------- ---------- Total current assets $1,769,911 $1,239,752 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,508,180 3,857,776 DEFERRED CHARGE 77,306 77,306 ---------- ---------- $5,355,397 $5,174,834 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 51,443 $ 58,877 Gas imbalance payable 11,288 11,288 ---------- ---------- Total current liabilities $ 62,731 $ 70,165 ACCRUED LIABILITY $ 52,863 $ 52,863 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 221,991) ($ 266,026) Limited Partners, issued and outstanding, 372,189 units 5,461,794 5,317,832 ---------- ---------- Total Partners' capital $5,239,803 $5,051,806 ---------- ---------- $5,355,397 $5,174,834 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -29- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- -------- REVENUES: Oil and gas sales $1,237,877 $888,505 Interest income 9,322 4,234 Gain on sale of oil and gas properties 70,733 - ---------- -------- $1,317,932 $892,739 COSTS AND EXPENSES: Lease operating $ 105,927 $145,415 Production tax 88,131 54,369 Depreciation, depletion, and amortization of oil and gas properties 119,300 157,039 General and administrative (Note 2) 105,629 102,973 ---------- -------- $ 418,987 $459,796 ---------- -------- NET INCOME $ 898,945 $432,943 ========== ======== GENERAL PARTNER - NET INCOME $ 99,700 $ 27,717 ========== ======== LIMITED PARTNERS - NET INCOME $ 799,245 $405,226 ========== ======== NET INCOME per unit $ 2.15 $ 1.09 ========== ======== UNITS OUTSTANDING 372,189 372,189 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -30- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- REVENUES: Oil and gas sales $3,521,240 $2,593,092 Interest income 24,457 11,235 Gain on sale of oil and gas properties 107,819 2,693 ---------- ---------- $3,653,516 $2,607,020 COSTS AND EXPENSES: Lease operating $ 412,470 $ 551,590 Production tax 238,578 156,989 Depreciation, depletion, and amortization of oil and gas properties 386,603 574,522 General and administrative (Note 2) 339,964 338,439 ---------- ---------- $1,377,615 $1,621,540 ---------- ---------- NET INCOME $2,275,901 $ 985,480 ========== ========== GENERAL PARTNER - NET INCOME $ 259,939 $ 71,693 ========== ========== LIMITED PARTNERS - NET INCOME $2,015,962 $ 913,787 ========== ========== NET INCOME per unit $ 5.42 $ 2.46 ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -31- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,275,901 $ 985,480 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 386,603 574,522 Gain on sale of oil and gas properties ( 107,819) ( 2,693) Increase in accounts receivable - oil and gas sales ( 244,646) ( 236,136) Decrease in accounts payable ( 7,434) ( 4,300) ---------- ---------- Net cash provided by operating activities $2,302,605 $1,316,873 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 50,404) ($ 36,609) Proceeds from sale of oil and gas properties 121,216 12,505 ---------- ---------- Net cash provided (used) by investing activities $ 70,812 ($ 24,104) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,087,904) ($1,123,090) ---------- ---------- Net cash used by financing activities ($2,087,904) ($1,123,090) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 285,513 $ 169,679 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 633,816 333,168 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 919,329 $ 502,847 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 229,230 $ 147,018 Accounts receivable: Oil and gas sales 202,767 143,876 ---------- ---------- Total current assets $ 431,997 $ 290,894 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 824,538 906,816 DEFERRED CHARGE 18,072 18,072 ---------- ---------- $1,274,607 $1,215,782 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 12,540 $ 14,504 Gas imbalance payable 2,789 2,789 ---------- ---------- Total current liabilities $ 15,329 $ 17,293 ACCRUED LIABILITY $ 11,016 $ 11,016 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 64,446) ($ 66,614) Limited Partners, issued and outstanding, 91,711 units 1,312,708 1,254,087 ---------- ---------- Total Partners' capital $1,248,262 $1,187,473 ---------- ---------- $1,274,607 $1,215,782 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -33- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 -------- -------- REVENUES: Oil and gas sales $295,563 $222,185 Interest income 2,217 906 Gain on sale of oil and gas properties 16,544 - -------- -------- $314,324 $223,091 COSTS AND EXPENSES: Lease operating $ 25,934 $ 35,386 Production tax 21,051 13,556 Depreciation, depletion, and amortization of oil and gas properties 28,162 37,057 General and administrative (Note 2) 26,549 25,373 -------- -------- $101,696 $111,372 -------- -------- NET INCOME $212,628 $111,719 ======== ======== GENERAL PARTNER - NET INCOME $ 11,647 $ 7,023 ======== ======== LIMITED PARTNERS - NET INCOME $200,981 $104,696 ======== ======== NET INCOME per unit $ 2.20 $ 1.14 ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -34- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 -------- -------- REVENUES: Oil and gas sales $829,411 $618,940 Interest income 5,698 2,356 Gain on sale of oil and gas properties 25,142 700 -------- -------- $860,251 $621,996 COSTS AND EXPENSES: Lease operating $100,340 $132,845 Production tax 57,101 37,682 Depreciation, depletion, and amortization of oil and gas properties 90,576 133,998 General and administrative (Note 2) 84,909 83,453 -------- -------- $332,926 $387,978 -------- -------- NET INCOME $527,325 $234,018 ======== ======== GENERAL PARTNER - NET INCOME $ 29,704 $ 16,943 ======== ======== LIMITED PARTNERS - NET INCOME $497,621 $217,075 ======== ======== NET INCOME per unit $ 5.43 $ 2.37 ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -35- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited) 2000 1999 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $527,325 $234,018 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 90,576 133,998 Gain on sale of oil and gas properties ( 25,142) ( 700) Increase in accounts receivable - oil and gas sales ( 58,891) ( 56,987) Decrease in accounts payable ( 1,964) ( 986) -------- -------- Net cash provided by operating activities $531,904 $309,343 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 11,658) ($ 8,711) Proceeds from sale of oil and gas properties 28,502 2,940 -------- -------- Net cash provided (used) by investing activities $ 16,844 ($ 5,771) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($466,536) ($261,227) -------- -------- Net cash used by financing activities ($466,536) ($261,227) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 82,212 $ 42,345 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 147,018 78,275 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $229,230 $120,620 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -36- GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 2000, combined statements of operations for the three and nine months ended September 30, 2000 and 1999, and combined statements of cash flows for the nine months ended September 30, 2000 and 1999 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 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 partnership and its related production partnership, 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, 2000, the combined results of operations for the three and nine months ended September 30, 2000 and 1999, and the combined cash flows for the nine months ended September 30, 2000 and 1999. 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, 1999. The results of operations for the period ended September 30, 2000 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. -37- OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. 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 estimated 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 proceeds are credited to oil and gas properties. -38- 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' Partnership Agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended September 30, 2000 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $10,023 $127,443 II-B 7,736 95,190 II-C 3,841 40,689 II-D 6,727 82,863 II-E 5,232 60,216 II-F 3,918 45,105 II-G 7,685 97,944 II-H 2,414 24,135 During the nine months ended September 30, 2000 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $ 60,427 $382,329 II-B 45,916 285,570 II-C 21,137 122,067 II-D 40,208 248,589 II-E 30,019 180,648 II-F 22,099 135,315 II-G 46,132 293,832 II-H 12,504 72,405 Affiliates of the Partnerships 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 accounts receivable - related party at September 30, 2000 for the II-A, II-C, and II-D Partnerships represents accrued proceeds and interest due from a related party for the sale of certain oil and gas properties during the nine months ended September 30, 2000. Subsequent to September 30, 2000, such amounts were collected. -39- 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, and 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, and its related Production 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 the General Partner in accordance with the terms of the Partnerships' partnership agreements. -40- LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- II-A July 22, 1987 $48,428,300 II-B October 14, 1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the 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, 2000 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. The II-B and II-E Partnerships' Statements of Cash Flows for the nine months ended September 30, 2000 include proceeds from the sale of certain oil and gas properties during the third quarter of 2000. These proceeds will be included in these Partnerships' cash distributions to be paid in November 2000. -41- 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 variables affecting the Partnerships' revenues are the prices received for the sale of oil and gas and the volumes of oil and gas produced. The Partnerships' production is mainly natural gas, so such pricing and volumes are the most significant factors. Due to the volatility of oil and gas prices, forecasting future prices is subject to great uncertainty and inaccuracy. Substantially all of the Partnerships' gas reserves are being sold on 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. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. However, oil and gas are depleting assets, so it can be expected that production levels will decline over time. Recent gas prices have been significantly higher than the Partnerships' historical average. This is attributable to the higher prices for crude oil, a substitute fuel in some markets, and reduced production due to lower capital investments in 1998 and 1999. II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 ---------- ---------- Oil and gas sales $1,458,416 $1,135,642 Oil and gas production expenses $ 309,788 $ 285,375 Barrels produced 18,650 19,868 Mcf produced 242,776 332,216 Average price/Bbl $ 27.44 $ 19.28 Average price/Mcf $ 3.90 $ 2.27 As shown in the table above, total oil and gas sales increased $322,774 (28.4%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $152,000 and $397,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of -42- approximately $203,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 1,218 barrels and 89,440 Mcf, respectively, for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. The decrease in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the purchaser on one significant well during the three months ended September 30, 1999 and (ii) the shutting-in of another significant well during the three months ended September 30, 2000 due to low well pressure. Average oil and gas prices increased to $27.44 per barrel and $3.90 per Mcf, respectively, for the three months ended September 30, 2000 from $19.28 per barrel and $2.27 per Mcf, respectively, for the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $24,413 (8.6%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended September 30, 1999. These increases were partially offset by a positive prior period lease operating expense adjustment made by the operator on another significant well during the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 21.2% for the three months ended September 30, 2000 from 25.1% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $57,102 (32.6%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 8.1% for the three months ended September 30, 2000 from 15.4% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $3,466 (2.6%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 9.4% for the three months ended September 30, 2000 from 11.8% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. -43- NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- ---------- Oil and gas sales $4,104,104 $2,629,667 Oil and gas production expenses $1,005,516 $ 916,544 Barrels produced 60,076 63,543 Mcf produced 771,454 867,158 Average price/Bbl $ 27.21 $ 14.49 Average price/Mcf $ 3.20 $ 1.97 As shown in the table above, total oil and gas sales increased $1,474,437 (56.1%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $764,000 and $949,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $189,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 3,467 barrels and 95,704 Mcf, respectively, for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. The decrease in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the purchaser on one significant well during the nine months ended September 30, 1999, (ii) the shutting-in of another significant well during the nine months ended September 30, 2000 due to low well pressure, and (iii) normal declines in production. Average oil and gas prices increased to $27.21 per barrel and $3.20 per Mcf, respectively, for the nine months ended September 30, 2000 from $14.49 per barrel and $1.97 per Mcf, respectively, for the nine months ended September 30, 1999. The II-A Partnership recognized an insurance settlement in the amount of $202,500 during the nine months ended September 30, 1999. No similar settlements occurred during the nine months ended September 30, 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $88,972 (9.7%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) production tax credits received from the operator on several wells during the nine months ended September 30, 1999, and (iii) surface repair and maintenance expenses incurred on one significant well during the nine months ended September 30, 2000. These increases were partially offset by workover -44- expenses incurred on two other wells during the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 24.5% for the nine months ended September 30, 2000 from 34.9% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $86,269 (18.6%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 9.2% for the nine months ended September 30, 2000 from 17.6% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 10.8% for the nine months ended September 30, 2000 from 16.8% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. The II-A Partnership achieved payout during the nine months ended September 30, 2000. After payout, operations and revenues for the II-A Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1999 for a further discussion of pre and post payout allocations of income and expense. The Limited Partners have received cash distributions through September 30, 2000 totaling $49,816,357 or 102.87% of the Limited Partners' capital contributions. -45- II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 -------- -------- Oil and gas sales $993,491 $812,462 Oil and gas production expenses $213,365 $220,500 Barrels produced 12,436 14,643 Mcf produced 169,234 253,666 Average price/Bbl $ 27.16 $ 18.05 Average price/Mcf $ 3.87 $ 2.16 As shown in the table above, total oil and gas sales increased $181,029 (22.3%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $113,000 and $290,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $40,000 and $182,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,207 barrels and 84,432 Mcf, respectively, for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1999. The decrease in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during the three months ended September 30, 1999, (ii) the shutting-in of one significant well during the three months ended September 30, 2000 due to low well pressure, and (iii) normal declines in production. Average oil and gas prices increased to $27.16 per barrel and $3.87 per Mcf, respectively, for the three months ended September 30, 2000 from $18.05 per barrel and $2.16 per Mcf, respectively, for the three months ended September 30, 1999. As discussed in Liquidity and Capital Resources above, the II-B Partnership sold certain oil and gas properties during the three months ended September 30, 2000 and recognized a $248,695 gain on such sales. No such sales occurred during the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $7,135 (3.2%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of -46- oil and gas sales, these expenses decreased to 21.5% for the three months ended September 30, 2000 from 27.1% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $47,431 (44.1%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 6.1% for the three months ended September 30, 2000 from 13.2% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $2,839 (2.8%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 10.4% for the three months ended September 30, 2000 from 12.3% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- ---------- Oil and gas sales $2,859,162 $1,898,187 Oil and gas production expenses $ 689,509 $ 712,522 Barrels produced 41,378 42,696 Mcf produced 549,461 670,828 Average price/Bbl $ 27.17 $ 14.40 Average price/Mcf $ 3.16 $ 1.91 As shown in the table above, total oil and gas sales increased $960,975 (50.6%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $528,000 and $684,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $232,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 1,318 barrels and 121,367 Mcf, respectively, for the nine months ended September 30, 2000 as compared to the nine months -47- ended September 30, 1999. The decrease in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during the nine months ended September 30, 1999, (ii) the shutting-in of one significant well during the nine months ended September 30, 2000 due to low well pressure, and (iii) normal declines in production. Average oil and gas prices increased to $27.17 per barrel and $3.16 per Mcf, respectively, for the nine months ended September 30, 2000 from $14.40 per barrel and $1.91 per Mcf, respectively, for the nine months ended September 30, 1999. As discussed in Liquidity and Capital Resources above, the II-B Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 and recognized a $249,921 gain on such sales. No such sales occurred during the nine months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $23,013 (3.2%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to workover expenses incurred on several wells during the nine months ended September 30, 1999 in order to improve the recovery of reserves. This decrease was partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 24.1% for the nine months ended September 30, 2000 from 37.5% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $95,234 (32.6%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 6.9% for the nine months ended September 30, 2000 from 15.4% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 11.6% for the nine months ended September 30, 2000 from 17.3% for the nine months ended September 30, 1999. This -48- percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2000 totaling $36,135,916 or 99.90% of the Limited Partners' capital contributions. The II-B Partnership achieved payout during the fourth quarter of 2000. After payout, operations and revenues for the II-B Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnership's Annual Report on Form 10-K for the year ended December 31, 1999 for a further discussion of pre and post payout allocations of income and expense. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 -------- -------- Oil and gas sales $453,932 $379,273 Oil and gas production expenses $ 92,972 $ 91,916 Barrels produced 3,919 4,847 Mcf produced 85,201 132,959 Average price/Bbl $ 28.81 $ 18.01 Average price/Mcf $ 4.00 $ 2.20 As shown in the table above, total oil and gas sales increased $74,659 (19.7%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $42,000 and $154,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $16,000 and $105,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 928 barrels and 47,758 Mcf, respectively, for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1999 and (ii) normal declines in production. These decreases were partially offset by increased production on another significant well during the three months ended September 30, 2000 due to a successful workover during late 1999. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the -49- purchaser on one significant well during the three months ended September 30, 1999, (ii) a negative prior period volume adjustment made by the operator on another significant well during the three months ended September 30, 2000, and (iii) the shutting-in of one significant well during the three months ended September 30, 2000 due to low well pressure. Average oil and gas prices increased to $28.81 per barrel and $4.00 per Mcf, respectively, for the three months ended September 30, 2000 from $18.01 per barrel and $2.20 per Mcf, respectively, for the three months ended September 30, 1999. The II-C Partnership sold certain oil and gas properties during the three months ended September 30, 2000 and recognized a $63,119 gain on such sales. No such sales occurred during the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $1,056 (1.1%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This increase was primarily due to an increase in production taxes associated with the increase in oil and gas sales, which increase was partially offset by a positive prior period production tax adjustment made by the purchaser on one significant well during the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 20.5% for the three months ended September 30, 2000 from 24.2% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $30,244 (50.9%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 6.4% for the three months ended September 30, 2000 from 15.7% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,750 (4.1%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 9.8% for the three months ended September 30, 2000 from 11.3% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. -50- NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- -------- Oil and gas sales $1,315,347 $903,938 Oil and gas production expenses $ 303,209 $296,598 Barrels produced 12,808 13,638 Mcf produced 304,601 364,207 Average price/Bbl $ 27.36 $ 14.95 Average price/Mcf $ 3.17 $ 1.92 As shown in the table above, total oil and gas sales increased $411,409 (45.5%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $159,000 and $379,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $115,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 830 barrels and 59,606 Mcf, respectively, for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the nine months ended September 30, 1999, (ii) a negative prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 2000, and (iii) the shutting-in of one significant well during the nine months ended September 30, 2000 due to low well pressure. Average oil and gas prices increased to $27.36 per barrel and $3.17 per Mcf, respectively, for the nine months ended September 30, 2000 from $14.95 per barrel and $1.92 per Mcf, respectively, for the nine months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $6,611 (2.2%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This increase was primarily due to an increase in production taxes associated with the increase in oil and gas sales. This increase was partially offset by (i) positive prior period production tax adjustments made by the purchaser on several significant wells during the nine months ended September 30, 1999, (ii) negative prior period production tax adjustments made by the purchaser on several other wells during the nine months ended September 30, 2000, and (iii) workover expenses incurred on two significant wells during the nine months -51- ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 23.1% for the nine months ended September 30, 2000 from 32.8% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $61,190 (37.4%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 7.8% for the nine months ended September 30, 2000 from 18.1% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,819 (1.3%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 10.9% for the nine months ended September 30, 2000 from 15.6% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2000 totaling $16,490,686 or 106.65% of the Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 -------- -------- Oil and gas sales $874,480 $705,104 Oil and gas production expenses $225,552 $192,953 Barrels produced 9,279 7,755 Mcf produced 153,609 250,111 Average price/Bbl $ 28.89 $ 19.44 Average price/Mcf $ 3.95 $ 2.22 As shown in the table above, total oil and gas sales increased $169,376 (24.0%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $88,000 -52- and $266,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $29,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $214,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,524 barrels, while volumes of gas sold decreased 96,502 Mcf for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. The increase in volumes of oil sold was primarily due to (i) increased production on one significant well during the three months ended September 30, 2000 following successful repairs made during late 1999 and (ii) a positive prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 2000. The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments made on two significant wells during the three months ended September 30, 2000 and (ii) normal declines in production. Average oil and gas prices increased to $28.89 per barrel and $3.95 per Mcf, respectively, for the three months ended September 30, 2000 from $19.44 per barrel and $2.22 per Mcf, respectively, for the three months ended September 30, 1999. The II-D Partnership sold certain oil and gas properties during the three months ended September 30, 2000 and recognized a $273,833 gain on such sales. No such sales occurred during the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $32,599 (16.9%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on one significant well during the three months ended September 30, 2000 in order to improve the recovery of reserves, and (iii) an increase in repair and maintenance expenses incurred on another significant well during the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 25.8% for the three months ended September 30, 2000 from 27.4% for the three months ended September 30, 1999. -53- Depreciation, depletion, and amortization of oil and gas properties decreased $51,213 (49.8%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to the decrease in volumes of gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 5.9% for the three months ended September 30, 2000 from 14.6% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $2,468 (2.8%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 10.2% for the three months ended September 30, 2000 from 12.4% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- ---------- Oil and gas sales $2,573,031 $1,831,319 Oil and gas production expenses $ 707,479 $ 727,727 Barrels produced 25,838 26,368 Mcf produced 608,310 728,093 Average price/Bbl $ 27.33 $ 14.42 Average price/Mcf $ 3.07 $ 1.99 As shown in the table above, total oil and gas sales increased $741,712 (40.5%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $333,000 and $655,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $239,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 530 barrels and 119,783 Mcf, respectively, for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments on two significant wells during the nine months ended September 30, 2000 and (ii) normal declines in production. Average oil and gas -54- prices increased to $27.33 per barrel and $3.07 per Mcf, respectively, for the nine months ended September 30, 2000 from $14.42 per barrel and $1.99 per Mcf, respectively, for the nine months ended September 30, 1999. The II-D Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 and recognized a $280,809 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 1999 resulted in the II-D Partnership recognizing similar gains totaling $36,944. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $20,248 (2.8%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to workover expenses incurred on several wells during the nine months ended September 30, 1999. This decrease was partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) positive prior period lease operating expense adjustments made by the operator on one significant well during the nine months ended September 30, 2000. As a percentage of oil and gas sales, these expenses decreased to 27.5% for the nine months ended September 30, 2000 from 39.7% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $118,961 (38.7%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to the decreases in volumes of oil and gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 7.3% for the nine months ended September 30, 2000 from 16.8% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 11.2% for the nine months ended September 30, 2000 from 15.7% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. -55- The Limited Partners have received cash distributions through September 30, 2000 totaling $33,325,903 or 105.84% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 -------- -------- Oil and gas sales $823,961 $490,849 Oil and gas production expenses $145,657 $127,287 Barrels produced 7,102 7,120 Mcf produced 163,083 153,140 Average price/Bbl $ 29.17 $ 21.26 Average price/Mcf $ 3.78 $ 2.22 As shown in the table above, total oil and gas sales increased $333,112 (67.9%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $56,000 and $255,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil sold decreased 18 barrels, while volumes of gas sold increased 9,943 Mcf for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Average oil and gas prices increased to $29.17 per barrel and $3.78 per Mcf, respectively, for the three months ended September 30, 2000 from $21.26 per barrel and $2.22 per Mcf, respectively, for the three months ended September 30, 1999. As discussed in Liquidity and Capital Resources above, the II-E Partnership sold certain oil and gas properties during the three months ended September 30, 2000 and recognized a $149,218 gain on such sales. No such sales occurred during the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $18,370 (14.4%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This increase was primarily due to an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 17.7% for the three months ended September 30, 2000 from 25.9% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $22,507 (21.5%) for the three months -56- ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 10.0% for the three months ended September 30, 2000 from 21.3% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses decreased $2,133 (3.4%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 7.9% for the three months ended September 30, 2000 from 12.9% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- ---------- Oil and gas sales $1,994,401 $1,294,093 Oil and gas production expenses $ 428,852 $ 388,493 Barrels produced 19,625 24,392 Mcf produced 472,376 472,003 Average price/Bbl $ 29.07 $ 15.72 Average price/Mcf $ 3.01 $ 1.93 As shown in the table above, total oil and gas sales increased $700,308 (54.1%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $262,000 and $512,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $75,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 4,767 barrels, while volumes of gas sold increased 373 Mcf for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to (i) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2000, (ii) a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 1999, and (iii) normal declines in production. Average oil and gas prices increased to $29.07 per barrel and $3.01 per Mcf, respectively, for the nine months ended September 30, 2000 -57- from $15.72 per barrel and $1.93 per Mcf, respectively, for the nine months ended September 30, 1999. As discussed in Liquidity and Capital Resources above, the II-E Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 and recognized a $154,694 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 1999 resulted in the II-E Partnership recognizing similar gains of $23,406. Oil and gas production expenses (including lease operating expenses and production taxes) increased $40,359 (10.4%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This increase was primarily due to an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 21.5% for the nine months ended September 30, 2000 from 30.0% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $94,769 (28.6%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 11.8% for the nine months ended September 30, 2000 from 25.6% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 10.6% for the nine months ended September 30, 2000 from 16.1% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2000 totaling $24,146,574 or 105.53% of Limited Partners' capital contributions. -58- II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 -------- -------- Oil and gas sales $582,555 $454,356 Oil and gas production expenses $ 90,751 $ 94,366 Barrels produced 5,898 7,718 Mcf produced 118,397 123,033 Average price/Bbl $ 28.47 $ 21.29 Average price/Mcf $ 3.50 $ 2.36 As shown in the table above, total oil and gas sales increased $128,199 (28.2%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $42,000 and $136,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $39,000 related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 1,820 barrels and 4,636 Mcf, respectively, for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on two significant wells during the three months ended September 30, 1999 and normal declines in production. Average oil and gas prices increased to $28.47 per barrel and $3.50 per Mcf, respectively, for the three months ended September 30, 2000 from $21.29 per barrel and $2.36 per Mcf, respectively, for the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $3,615 (3.8%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to (i) an ad valorem tax refund received on one significant well during the three months ended September 30, 2000, (ii) a decrease in repair and maintenance expenses on one significant well during the three months ended September 30, 2000 as compared to the three months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the three months ended September 30, 1999. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 15.6% for the three months ended September 30, 2000 from 20.8% for the three months ended September 30, 1999. This -59- percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $19,740 (26.2%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to the decreases in volumes of oil and gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 9.5% for the three months ended September 30, 2000 from 16.6% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,596 (3.4%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 8.4% for the three months ended September 30, 2000 from 10.4% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- ---------- Oil and gas sales $1,658,278 $1,225,529 Oil and gas production expenses $ 303,508 $ 331,455 Barrels produced 20,332 27,299 Mcf produced 374,152 440,829 Average price/Bbl $ 27.89 $ 14.97 Average price/Mcf $ 2.92 $ 1.85 As shown in the table above, total oil and gas sales increased $432,749 (35.3%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $263,000 and $398,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $104,000 and $124,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 6,967 barrels and 66,677 Mcf, respectively, for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during the -60- nine months ended September 30, 1999 and normal declines in production. The decrease in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 1999 and normal declines in production. Average oil and gas prices increased to $27.89 per barrel and $2.92 per Mcf, respectively, for the nine months ended September 30, 2000 from $14.97 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $27,947 (8.4%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during the nine months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the nine months ended September 30, 1999. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 18.3% for the nine months ended September 30, 2000 from 27.0% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $89,620 (33.3%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to the decreases in volumes of oil and gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 10.8% for the nine months ended September 30, 2000 from 22.0% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 9.5% for the nine months ended September 30, 2000 from 12.7% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. -61- The Limited Partners have received cash distributions through September 30, 2000 totaling $18,612,051 or 108.59% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 ---------- -------- Oil and gas sales $1,237,877 $888,505 Oil and gas production expenses $ 194,058 $199,784 Barrels produced 12,368 16,277 Mcf produced 252,641 252,612 Average price/Bbl $ 28.46 $ 20.69 Average price/Mcf $ 3.51 $ 2.18 As shown in the table above, total oil and gas sales increased $349,372 (39.3%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $96,000 and $334,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $81,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,909 barrels, while volumes of gas sold increased 29 Mcf for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on two significant wells during the three months ended September 30, 1999 and normal declines in production. Average oil and gas prices increased to $28.46 per barrel and $3.51 per Mcf, respectively, for the three months ended September 30, 2000 from $20.69 per barrel and $2.18 per Mcf, respectively, for the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $5,726 (2.9%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to (i) an ad valorem tax refund received on one significant well during the three months ended September 30, 2000, (ii) a decrease in repair and maintenance expenses on one significant well during the three months ended September 30, 2000 as compared to the three months ended September 30, 1999, and (iii) workover expenses incurred on another significant well during the three months ended September 30, 1999. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these -62- expenses decreased to 15.7% for the three months ended September 30, 2000 from 22.5% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $37,739 (24.0%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to the decrease in volumes of oil sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 9.6% for the three months ended September 30, 2000 from 17.7% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $2,656 (2.6%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 8.5% for the three months ended September 30, 2000 from 11.6% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 ---------- ---------- Oil and gas sales $3,521,240 $2,593,092 Oil and gas production expenses $ 651,048 $ 708,579 Barrels produced 42,640 57,547 Mcf produced 803,343 936,181 Average price/Bbl $ 27.89 $ 14.90 Average price/Mcf $ 2.90 $ 1.85 As shown in the table above, total oil and gas sales increased $928,148 (35.8%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $554,000 and $842,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $222,000 and $246,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 14,907 barrels and 132,838 Mcf, respectively, for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. The decrease in volumes of -63- oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 1999 and normal declines in production. The decrease in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 1999 and normal declines in production. Average oil and gas prices increased to $27.89 per barrel and $2.90 per Mcf, respectively, for the nine months ended September 30, 2000 from $14.90 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $57,531 (8.1%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during the nine months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the nine months ended September 30, 1999 in order to improve the recovery of reserves. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 18.5% for the nine months ended September 30, 2000 from 27.3% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $187,919 (32.7%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to the decreases in volumes of oil and gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 11.0% for the nine months ended September 30, 2000 from 22.2% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 9.7% for the nine months ended September 30, 2000 from 13.1% for the nine months ended September 30, 1999. This -64- percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2000 totaling $38,554,371 or 103.59% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999. Three Months Ended September 30, -------------------------------- 2000 1999 -------- -------- Oil and gas sales $295,563 $222,185 Oil and gas production expenses $ 46,985 $ 48,942 Barrels produced 2,873 3,734 Mcf produced 60,631 61,823 Average price/Bbl $ 28.45 $ 21.35 Average price/Mcf $ 3.53 $ 2.30 As shown in the table above, total oil and gas sales increased $73,378 (33.0%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. Of this increase, approximately $20,000 and $74,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $18,000 related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 861 barrels and 1,192 Mcf, respectively, for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on two significant wells during the three months ended September 30, 1999 and normal declines in production. Average oil and gas prices increased to $28.45 per barrel and $3.53 per Mcf, respectively, for the three months ended September 30, 2000 from $21.35 per barrel and $2.30 per Mcf, respectively, for the three months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $1,957 (4.0%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to (i) an ad valorem tax refund received on one significant well during the three months ended September 30, 2000, (ii) a decrease in repair and maintenance expenses on one significant well during the three months ended September 30, 2000 as compared to the three months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the three months ended September 30, 1999 in -65- order to improve the recovery of reserves. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 15.9% for the three months ended September 30, 2000 from 22.0% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $8,895 (24.0%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. This decrease was primarily due to the decreases in volumes of oil and gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 9.5% for the three months ended September 30, 2000 from 16.7% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,176 (4.6%) for the three months ended September 30, 2000 as compared to the three months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 9.0% for the three months ended September 30, 2000 from 11.4% for the three months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999. Nine Months Ended September 30, ------------------------------- 2000 1999 -------- -------- Oil and gas sales $829,411 $618,940 Oil and gas production expenses $157,441 $170,527 Barrels produced 9,929 13,371 Mcf produced 190,864 224,318 Average price/Bbl $ 27.88 $ 14.95 Average price/Mcf $ 2.90 $ 1.87 As shown in the table above, total oil and gas sales increased $210,471 (34.0%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. Of this increase, approximately $128,000 and $196,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $51,000 and $63,000, respectively, related to decreases in volumes of oil -66- and gas sold. Volumes of oil and gas sold decreased 3,442 barrels and 33,454 Mcf, respectively, for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. The decrease in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 1999 and normal declines in production. The decrease in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 1999 and normal declines in production. Average oil and gas prices increased to $27.88 per barrel and $2.90 per Mcf, respectively, for the nine months ended September 30, 2000 from $14.95 per barrel and $1.87 per Mcf, respectively, for the nine months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $13,086 (7.7%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during the nine months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the nine months ended September 30, 1999 in order to improve the recovery of reserves. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 19.0% for the nine months ended September 30, 2000 from 27.6% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $43,422 (32.4%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This decrease was primarily due to the decreases in volumes of oil and gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 10.9% for the nine months ended September 30, 2000 from 21.6% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses decreased $1,456 (1.7%) for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. As a percentage of oil and gas sales, these expenses decreased to 10.2% for the -67- nine months ended September 30, 2000 from 13.5% for the nine months ended September 30, 1999. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2000 totaling $8,983,364 or 97.95% of Limited Partners' capital contributions. The II-H Partnership achieved payout during the fourth quarter of 2000. After payout, operations and revenues for the II-H Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnership's Annual Report on Form 10-K for the year ended December 31, 1999 for a further discussion of pre and post payout allocations of income and expense. -68- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -69- 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, 2000 and for the nine months ended September 30, 2000, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of September 30, 2000 and for the nine months ended September 30, 2000, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of September 30, 2000 and for the nine months ended September 30, 2000, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of September 30, 2000 and for the nine months ended September 30, 2000, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of September 30, 2000 and for the nine months ended September 30, 2000, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of September 30, 2000 and for the nine months ended September 30, 2000, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of September 30, 2000 and for the nine months ended September 30, 2000, filed herewith. -70- 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of September 30, 2000 and for the nine months ended September 30, 2000, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. None. -71- 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, 2000 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 13, 2000 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -72- 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, 2000 and for the nine months ended September 30, 2000, 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, 2000 and for the nine months ended September 30, 2000, 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, 2000 and for the nine months ended September 30, 2000, 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, 2000 and for the nine months ended September 30, 2000, 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, 2000 and for the nine months ended September 30, 2000, 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, 2000 and for the nine months ended September 30, 2000, 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, 2000 and for the nine months ended September 30, 2000, 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, 2000 and for the nine months ended September 30, 2000, filed herewith. All other exhibits are omitted as inapplicable. -73-