SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1998 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 II-G 73-1336572 Oklahoma 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 March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 671,340 $ 830,584 Accounts receivable: Oil and gas sales 686,981 837,560 General Partner (Note 2) 531,748 - Other - 20,975 ---------- ---------- Total current assets $1,890,069 $1,689,119 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,659,104 4,894,853 DEFERRED CHARGE 911,041 911,041 ---------- ---------- $7,460,214 $7,495,013 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 128,949 $ 233,246 Gas imbalance payable 142,043 142,043 ---------- ---------- Total current liabilities $ 270,992 $ 375,289 ACCRUED LIABILITY $ 157,050 $ 157,050 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 370,674) ($ 387,587) Limited Partners, issued and outstanding, 484,283 units 7,402,846 7,350,261 ---------- ---------- Total Partners' capital $7,032,172 $6,962,674 ---------- ---------- $7,460,214 $7,495,013 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 2 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,036,321 $1,515,197 Interest income 8,463 6,953 Gain on sale of oil and gas properties 446,864 - ---------- ---------- $1,491,648 $1,522,150 COST AND EXPENSES: Lease operating $ 311,915 $ 295,212 Production tax 58,758 96,360 Depreciation, depletion, and amortization of oil and gas properties 160,596 196,682 Impairment provision - 684,276 General and administrative (Note 2) 169,236 163,586 ---------- ---------- $ 700,505 $1,436,116 ---------- ---------- NET INCOME $ 791,143 $ 86,034 ========== ========== GENERAL PARTNER - NET INCOME $ 45,558 $ 39,192 ========== ========== LIMITED PARTNERS - NET INCOME $ 745,585 $ 46,842 ========== ========== NET INCOME per unit $ 1.54 $ .10 ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 3 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $791,143 $ 86,034 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 160,596 196,682 Impairment provision - 684,276 Gain on sale of oil and gas properties ( 446,864) - Decrease in accounts receivable - oil and gas sales 150,579 312,860 Increase in accounts receivable - General Partner ( 531,748) ( 1,051) Decrease in accounts receivable - other 20,975 - Decrease in accounts payable ( 104,297) ( 99,237) -------- ---------- Net cash provided by operating activities $ 40,384 $1,179,564 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 13,541) ($ 49,793) Proceeds from sale of oil and gas properties 535,558 1,103 -------- ---------- Net cash provided (used) by investing activities $522,017 ($ 48,690) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($721,645) ($ 821,758) -------- ---------- Net cash used by financing activities ($721,645) ($ 821,758) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($159,244) $ 309,116 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 830,584 875,918 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $671,340 $1,185,034 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 4 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 414,671 $ 644,574 Accounts receivable: Oil and gas sales 502,587 565,152 General Partner (Note 2) 69,254 - ---------- ---------- Total current assets $ 986,512 $1,209,726 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,920,802 3,035,158 DEFERRED CHARGE 169,811 169,811 ---------- ---------- $4,077,125 $4,414,695 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 109,776 $ 141,754 Gas imbalance payable 24,671 24,671 ---------- ---------- Total current liabilities $ 134,447 $ 166,425 ACCRUED LIABILITY $ 88,519 $ 88,519 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 304,896) ($ 305,223) Limited Partners, issued and outstanding, 361,719 units 4,159,055 4,464,974 ---------- ---------- Total Partners' capital $3,854,159 $4,159,751 ---------- ---------- $4,077,125 $4,414,695 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 5 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $795,456 $1,079,349 Interest income 5,586 4,064 Gain on sale of oil and gas properties 57,684 - -------- ---------- $858,726 $1,083,413 COST AND EXPENSES: Lease operating $251,338 $ 207,958 Production tax 43,312 72,688 Depreciation, depletion, and amortization of oil and gas properties 103,622 139,331 Impairment provision - 530,988 General and administrative (Note 2) 126,826 127,448 -------- ---------- $525,098 $1,078,413 -------- ---------- NET INCOME $333,628 $ 5,000 ======== ========== GENERAL PARTNER - NET INCOME $ 20,547 $ 26,860 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $313,081 ($ 21,860) ======== ========== NET INCOME (LOSS) per unit $ .87 ($ .06) ======== ========== UNITS OUTSTANDING 361,719 361,719 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 6 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $333,628 $ 5,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 103,622 139,331 Impairment provision - 530,988 Gain on sale of oil and gas properties ( 57,684) - Decrease in accounts receivable - oil and gas sales 62,565 158,104 Increase in accounts receivable - General Partner ( 69,254) - Decrease in accounts payable ( 31,978) ( 113,262) -------- -------- Net cash provided by operating activities $340,899 $720,161 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 4,500) $ - Proceeds from sale of oil and gas properties 72,918 10,455 -------- -------- Net cash provided by investing activities $ 68,418 $ 10,455 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($639,220) ($567,381) -------- -------- Net cash used by financing activities ($639,220) ($567,381) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($229,903) $163,235 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 644,574 569,257 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $414,671 $732,492 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 7 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 263,829 $ 358,095 Accounts receivable: Oil and gas sales 233,014 273,399 General Partner (Note 2) 276,943 - Other - 1,931 ---------- ---------- Total current assets $ 773,786 $ 633,425 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,522,562 1,667,269 DEFERRED CHARGE 139,621 139,621 ---------- ---------- $2,435,969 $2,440,315 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 37,075 $ 33,293 Gas imbalance payable 22,563 22,563 ---------- ---------- Total current liabilities $ 59,638 $ 55,856 ACCRUED LIABILITY $ 49,647 $ 49,647 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 116,518) ($ 123,277) Limited Partners, issued and outstanding, 154,621 units 2,443,202 2,458,089 ---------- ---------- Total Partners' capital $2,326,684 $2,334,812 ---------- ---------- $2,435,969 $2,440,315 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 8 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $368,535 $514,182 Interest income 3,337 2,616 Gain on sale of oil and gas properties 193,527 - -------- -------- $565,399 $516,798 COST AND EXPENSES: Lease operating $ 89,064 $ 91,938 Production tax 23,238 35,866 Depreciation, depletion, and amortization of oil and gas properties 59,593 56,895 Impairment provision - 66,617 General and administrative (Note 2) 54,209 54,511 -------- -------- $226,104 $305,827 -------- -------- NET INCOME $339,295 $210,971 ======== ======== GENERAL PARTNER - NET INCOME $ 19,182 $ 15,358 ======== ======== LIMITED PARTNERS - NET INCOME $320,113 $195,613 ======== ======== NET INCOME per unit $ 2.07 $ 1.27 ======== ======== UNITS OUTSTANDING 154,621 154,621 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 9 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $339,295 $210,971 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation, depletion, and amortization of oil and gas properties 59,593 56,895 Impairment provision - 66,617 Gain on sale of oil and gas properties ( 193,527) - Decrease in accounts receivable - oil and gas sales 40,385 75,611 Increase in accounts receivable - General Partner ( 276,943) - Decrease in accounts receivable - other 1,931 - Increase (decrease) in accounts payable 3,782 ( 36,131) -------- -------- Net cash provided (used) by operating activities ($ 25,484) $373,963 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 131) $ - Proceeds from sale of oil and gas properties 278,772 3,798 -------- -------- Net cash provided by investing activities $278,641 $ 3,798 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($347,423) ($386,391) -------- -------- Net cash used by financing activities ($347,423) ($386,391) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 94,266) ($ 8,630) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 358,095 387,334 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $263,829 $378,704 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 10 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 591,454 $1,151,142 Accounts receivable: Oil and gas sales 462,738 646,750 General Partner (Note 2) 615,395 - Other - 20,267 ---------- ---------- Total current assets $1,669,587 $1,818,159 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,125,758 3,417,760 DEFERRED CHARGE 544,345 544,345 ---------- ---------- $5,339,690 $5,780,264 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 100,542 $ 86,058 Gas imbalance payable 107,004 107,004 ---------- ---------- Total current liabilities $ 207,546 $ 193,062 ACCRUED LIABILITY $ 239,083 $ 239,083 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 214,143) ($ 224,003) Limited Partners, issued and outstanding, 314,878 units 5,107,204 5,572,122 ---------- ---------- Total Partners' capital $4,893,061 $5,348,119 ---------- ---------- $5,339,690 $5,780,264 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 11 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $ 711,972 $1,210,897 Interest income 10,569 6,570 Gain on sale of oil and gas properties 439,105 9,904 ---------- ---------- $1,161,646 $1,227,371 COST AND EXPENSES: Lease operating $ 257,537 $ 236,602 Production tax 64,099 83,743 Depreciation, depletion, and amortization of oil and gas properties 113,001 164,483 Impairment provision - 143,957 General and administrative (Note 2) 110,089 113,236 ---------- ---------- $ 544,726 $ 742,021 ---------- ---------- NET INCOME $ 616,920 $ 485,350 ========== ========== GENERAL PARTNER - NET INCOME $ 34,838 $ 36,277 ========== ========== LIMITED PARTNERS - NET INCOME $ 582,082 $ 449,073 ========== ========== NET INCOME per unit $ 1.85 $ 1.43 ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 12 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 616,920 $485,350 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation, depletion, and amortization of oil and gas properties 113,001 164,483 Impairment provision - 143,957 Gain on sale of oil and gas properties ( 439,105) ( 9,904) Decrease in accounts receivable - oil and gas sales 184,012 151,510 Increase in accounts receivable - General Partner ( 615,395) ( 9,920) Decrease in accounts receivable - other 20,267 - Increase (decrease) in accounts payable 14,484 ( 77,742) ---------- -------- Net cash provided (used) by operating activities ($ 105,816) $847,734 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ - ($ 2,795) Proceeds from sale of oil and gas properties 618,106 9,920 ---------- -------- Net cash provided by investing activities $ 618,106 $ 7,125 ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,071,978) ($837,546) ---------- -------- Net cash used by financing activities ($1,071,978) ($837,546) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 559,688) $ 17,313 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,151,142 906,737 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 591,454 $924,050 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. 13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 359,751 $ 670,777 Accounts receivable: Oil and gas sales 323,853 415,377 General Partner (Note 2) 65,205 - Other - 110 ---------- ---------- Total current assets $ 748,809 $1,086,264 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,780,546 2,841,080 DEFERRED CHARGE 330,531 330,531 ---------- ---------- $3,859,886 $4,257,875 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 58,411 $ 100,603 Gas imbalance payable 171,089 171,089 ---------- ---------- Total current liabilities $ 229,500 $ 271,692 ACCRUED LIABILITY 63,625 63,625 PARTNERS' CAPITAL (DEFICIT): General Partner ( 173,473) ( 172,017) Limited Partners, issued and outstanding, 228,821 units 3,740,234 4,094,575 ---------- ---------- Total Partners' capital $3,566,761 $3,922,558 ---------- ---------- $3,859,886 $4,257,875 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 14 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $478,325 $ 780,293 Interest income 6,458 4,211 Gain on sale of oil and gas properties 63,215 - -------- ---------- $547,998 $ 784,504 COST AND EXPENSES: Lease operating $132,026 $ 171,907 Production tax 33,698 64,417 Depreciation, depletion, and amortization of oil and gas properties 136,571 163,438 Impairment provision - 992,851 General and administrative (Note 2) 80,651 96,178 -------- ---------- $382,946 $1,488,791 -------- ---------- NET INCOME (LOSS) $165,052 ($ 704,287) ======== ========== GENERAL PARTNER - NET INCOME $ 13,393 $ 10,827 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $151,659 ($ 715,114) ======== ========== NET INCOME (LOSS) per unit $ .66 ($ 3.13) ======== ========== UNITS OUTSTANDING 228,821 228,821 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 15 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $165,052 ($704,287) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 136,571 163,438 Impairment provision - 992,851 Gain on sale of oil and gas properties ( 63,215) - Decrease in accounts receivable - oil and gas sales 91,524 88,470 Increase in accounts receivable - General Partner ( 65,205) ( 6,106) Decrease in accounts receivable - other 110 - Decrease in accounts payable ( 42,192) ( 77,536) -------- -------- Net cash provided by operating activities $222,645 $456,830 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 82,321) ($ 3,464) Proceeds from sale of oil and gas properties 69,499 6,106 -------- -------- Net cash provided (used) by investing activities ($ 12,822) $ 2,642 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($520,849) ($374,650) -------- -------- Net cash used by financing activities ($520,849) ($374,650) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($311,026) $ 84,822 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 670,777 528,765 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $359,751 $613,587 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 16 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 325,264 $ 741,852 Accounts receivable: Oil and gas sales 259,404 334,094 General Partner (Note 2) 113,665 - Other - 43 ---------- ---------- Total current assets $ 698,333 $1,075,989 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,340,394 2,432,033 DEFERRED CHARGE 56,867 56,867 ---------- ---------- $3,095,594 $3,564,889 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 39,255 $ 64,348 Gas imbalance payable 25,184 25,184 ---------- ---------- Total current liabilities $ 64,439 $ 89,532 ACCRUED LIABILITY $ 27,907 $ 27,907 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 141,358) ($ 143,355) Limited Partners, issued and outstanding, 171,400 units 3,144,606 3,590,805 ---------- ---------- Total Partners' capital $3,003,248 $3,447,450 ---------- ---------- $3,095,594 $3,564,889 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 17 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $432,069 $ 729,165 Interest income 6,095 3,519 Gain on sale of oil and gas properties 117,191 - -------- ---------- $555,355 $ 732,684 COST AND EXPENSES: Lease operating $ 85,885 $ 105,460 Production tax 28,946 54,170 Depreciation, depletion, and amortization of oil and gas properties 93,722 101,899 Impairment provision - 1,377,160 General and administrative (Note 2) 59,176 54,944 -------- ---------- $267,729 $1,693,633 -------- ---------- NET INCOME (LOSS) $287,626 ($ 960,949) ======== ========== GENERAL PARTNER - NET INCOME $ 17,825 $ 10,939 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $269,801 ($ 971,888) ======== ========== NET INCOME (LOSS) per unit $ 1.57 ($ 5.67) ======== ========== UNITS OUTSTANDING 171,400 171,400 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 18 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $287,626 ($ 960,949) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 93,722 101,899 Impairment provision - 1,377,160 Gain on sale of oil and gas properties ( 117,191) - (Increase) decrease in accounts receivable - oil and gas sales 74,690 ( 20,209) (Increase) decrease in accounts receivable - General Partner ( 113,665) 15,285 Decrease in accounts receivable - other 43 - Decrease in accounts payable ( 25,093) ( 5,305) -------- ---------- Net cash provided by operating activities $200,132 $ 507,881 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,820) ($ 8,657) Proceeds from sale of oil and gas properties 127,928 - -------- ---------- Net cash provided (used) by investing activities $115,108 ($ 8,657) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($731,828) ($ 435,060) -------- ---------- Net cash used by financing activities ($731,828) ($ 435,060) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($416,588) $ 64,164 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 741,852 441,903 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $325,264 $ 506,067 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 19 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 690,692 $1,564,325 Accounts receivable: Oil and gas sales 549,780 710,336 General Partner (Note 2) 239,299 - ---------- ---------- Total current assets $1,479,771 $2,274,661 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,039,979 5,237,082 DEFERRED CHARGE 123,977 123,977 ---------- ---------- $6,643,727 $7,635,720 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 83,824 $ 135,761 Gas imbalance payable 57,250 57,250 ---------- ---------- Total current liabilities $ 141,074 $ 193,011 ACCRUED LIABILITY $ 64,109 $ 64,109 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 308,476) ($ 312,392) Limited Partners, issued and outstanding, 372,189 units 6,747,020 7,690,992 ---------- ---------- Total Partners' capital $6,438,544 $7,378,600 ---------- ---------- $6,643,727 $7,635,720 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 20 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $ 914,389 $1,536,333 Interest income 12,969 7,432 Gain on sale of oil and gas properties 245,627 - ---------- ---------- $1,172,985 $1,543,765 COST AND EXPENSES: Lease operating $ 182,432 $ 228,164 Production tax 61,677 116,094 Depreciation, depletion, and amortization of oil and gas properties 200,060 222,726 Impairment provision - 3,101,656 General and administrative (Note 2) 128,414 119,251 ---------- ---------- $ 572,583 $3,787,891 ---------- ---------- NET INCOME (LOSS) $ 600,402 ($2,244,126) ========== ========== GENERAL PARTNER - NET INCOME $ 37,374 $ 20,397 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 563,028 ($2,264,523) ========== ========== NET INCOME (LOSS) per unit $ 1.51 ($ 6.08) ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 21 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 600,402 ($2,244,126) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 200,060 222,726 Impairment provision - 3,101,656 Gain on sale of oil and gas properties ( 245,627) - (Increase) decrease in accounts receivable - oil and gas sales 160,556 ( 28,253) (Increase) decrease in accounts receivable - General Partner ( 239,299) 34,620 Decrease in accounts payable ( 51,937) ( 13,197) ---------- ---------- Net cash provided by operating activities $ 424,155 $1,073,426 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 26,822) ($ 18,051) Proceeds from sale of oil and gas properties 269,492 - ---------- ---------- Net cash provided (used) by investing activities $ 242,670 ($ 18,051) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,540,458) ($ 912,958) ---------- ---------- Net cash used by financing activities ($1,540,458) ($ 912,958) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 873,633) $ 142,417 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,564,325 932,165 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 690,692 $1,074,582 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 22 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 162,883 $ 364,502 Accounts receivable: Oil and gas sales 131,352 168,833 General Partner (Note 2) 56,045 - ---------- ---------- Total current assets $ 350,280 $ 533,335 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,179,192 1,225,295 DEFERRED CHARGE 29,519 29,519 ---------- ---------- $1,558,991 $1,788,149 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 20,157 $ 31,925 Gas imbalance payable 13,149 13,149 ---------- ---------- Total current liabilities $ 33,306 $ 45,074 ACCRUED LIABILITY 14,648 14,648 PARTNERS' CAPITAL (DEFICIT): General Partner ( 77,898) ( 78,796) Limited Partners, issued and outstanding, 91,711 units 1,588,935 1,807,223 ---------- ---------- Total Partners' capital $1,511,037 $1,728,427 ---------- ---------- $1,558,991 $1,788,149 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 23 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $217,703 $360,814 Interest income 2,935 1,709 Gain on sale of oil and gas properties 57,318 - -------- -------- $277,956 $362,523 COST AND EXPENSES: Lease operating $ 43,473 $ 56,403 Production tax 14,867 28,031 Depreciation, depletion, and amortization of oil and gas properties 46,481 53,395 Impairment provision - 785,220 General and administrative (Note 2) 31,636 29,381 -------- -------- $136,457 $952,430 -------- -------- NET INCOME (LOSS) $141,499 ($589,907) ======== ======== GENERAL PARTNER - NET INCOME $ 8,787 $ 3,964 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $132,712 ($593,871) ======== ======== NET INCOME (LOSS) per unit $ 1.45 ($ 6.48) ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 24 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $141,499 ($589,907) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 46,481 53,395 Impairment provision - 785,220 Gain on sale of oil and gas properties ( 57,318) - (Increase) decrease in accounts receivable - oil and gas sales 37,481 ( 280) (Increase) decrease in accounts receivable - General Partner ( 56,045) 9,151 Decrease in accounts payable ( 11,768) ( 3,885) -------- -------- Net cash provided by operating activities $100,330 $253,694 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,209) ($ 4,153) Proceeds from sale of oil and gas properties 63,149 - -------- -------- Net cash provided (used) by investing activities $ 56,940 ($ 4,153) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($358,889) ($217,520) -------- -------- Net cash used by financing activities ($358,889) ($217,520) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($201,619) $ 32,021 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 364,502 221,484 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $162,883 $253,505 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 25 GEODYNE ENERGY INCOME II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS MARCH 31, 1998 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of March 31, 1998, combined statements of operations for the three months ended March 31, 1998 and 1997, and combined statements of cash flows for the three months ended March 31, 1998 and 1997 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 March 31, 1998, the combined results of operations for the three months ended March 31, 1998 and 1997, and the combined cash flows for the three months ended March 31, 1998 and 1997. 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, 1997. The results of operations for the period ended March 31, 1998 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. 26 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. During the three months ended March 31, 1998 capital expenditures incurred by the II-A Partnership totaled $13,541. These expenditures resulted primarily from a recompletion attempt on the White Farms A No. 4 well located in Canadian County, Oklahoma. The II-A Partnership has a 12.0% interest in the White Farms A No. 4 well. During the three months ended March 31, 1998 capital expenditures incurred by the II-E Partnership totaled $82,321. These expenditures resulted primarily from the recompletion of four wells within the Richie unit located in Acadia Parish, Louisiana. The II-E Partnership has a 5.8% working interest in the Richie unit. 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 difference between asset cost and salvage value is charged to accumulated depreciation. 27 Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal", requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field. SFAS No. 121, provides that if the unamortized costs of oil and gas properties for each field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the three months ended March 31, 1997 pursuant to SFAS No. 121 as follows: Partnership Amount ----------- ----------- II-A $ 684,276 II-B 530,988 II-C 66,617 II-D 143,957 II-E 992,851 II-F 1,377,160 II-G 3,101,656 II-H 785,220 No such charge was recorded during the three months ended March 31, 1998. The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' Partnership Agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended March 31, 1998 the following payments were made to the General Partner or its affiliates by the Partnerships: 28 Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $41,793 $127,443 II-B 31,636 95,190 II-C 13,520 40,689 II-D 27,226 82,863 II-E 20,435 60,216 II-F 14,071 45,105 II-G 30,470 97,944 II-H 7,501 24,135 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 receivable from the General Partner at March 31, 1998 for the Partnerships represents proceeds due to the Partnerships from the sale of oil and gas properties to third parties during the first quarter of 1998. Subsequent to March 31, 1998, this receivable was collected by the Partnerships. 29 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 Program. 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. 30 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 September 27, 1988 22,882,100 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 March 31, 1998 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. The Partnerships' Statements of Cash Flows for the first quarter of 1998 include proceeds from the sale of oil and gas properties during the three months ended March 31, 1998. These proceeds will be reflected, as applicable, in the Partnerships' cash distributions, if any, to be paid in May 1998. It is possible that the Partnerships' repurchase values and future cash distributions could decline as a result of the disposition of these properties. On the other hand, the General Partner believes there will be beneficial operating efficiencies related to the Partnerships' remaining properties. This is primarily due to the fact that the properties sold generally bore a higher ratio of operating expenses as compared to reserves than the Partnerships' remaining properties. 31 RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. II-A PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,036,321 $1,515,197 Oil and gas production expenses $ 370,673 $ 391,572 Barrels produced 22,046 24,515 Mcf produced 313,823 396,730 Average price/Bbl $ 15.86 $ 21.75 Average price/Mcf $ 2.19 $ 2.48 As shown in the table above, total oil and gas sales decreased $478,876 (31.6%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $54,000 and $206,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $130,000 and $91,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,469 barrels and 82,907 Mcf, respectively, for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production due to diminished reserves on several wells during the three months ended March 31, 1998 and (ii) positive prior period volume adjustments made by the purchaser on two significant wells during the three months ended March 31, 1997. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume 32 adjustments made by the purchaser on one significant well during the three months ended March 31, 1997, (ii) normal declines in production due to diminished reserves during the three months ended March 31, 1998, and (iii) the shutting-in of one significant well during the three months ended March 31, 1998 in order to increase production capabilities. Average oil and gas prices decreased to $15.86 per barrel and $2.19 per Mcf, respectively, for the three months ended March 31, 1998 from $21.75 per barrel and $2.48 per Mcf, respectively, for the three months ended March 31, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $20,899 (5.3%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Any decrease which resulted primarily from (i) decreases in production taxes associated with the decrease in oil and gas sales discussed above and (ii) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997 was substantially offset by (i) workover expenses incurred on three significant wells during the three months ended March 31, 1998 in order to improve the recovery of reserves and (ii) higher general repair and maintenance expenses incurred on three significant wells during the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 35.8% for the three months ended March 31, 1998 from 25.8% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $36,086 (18.3%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i)decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997 and (ii) upward revisions in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense increased to 15.5% for the three months ended March 31, 1998 from 13.0% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. 33 The II-A Partnership recognized a non-cash charge against earnings of $684,267 during the three months ended March 31, 1997. Of this amount, $223,943 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $460,333 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to the low oil and gas prices received over the prior several years and provisions in the II-A Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the three months ended March 31, 1998. General and administrative expenses increased $5,650 (3.5%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 16.3% for the three months ended March 31, 1998 from 10.8% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through March 31, 1998 totaling $42,684,357 or 88.14% of the Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 -------- ---------- Oil and gas sales $795,456 $1,079,349 Oil and gas production expenses $294,650 $ 280,646 Barrels produced 15,911 15,431 Mcf produced 237,012 292,664 Average price/Bbl $ 16.11 $ 21.89 Average price/Mcf $ 2.27 $ 2.53 As shown in the table above, total oil and gas sales decreased $283,893 (26.3%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $141,000 was related to a decrease in volumes of gas sold and approximately $92,000 and $62,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil sold increased 480 barrels, while volumes of gas sold decreased 55,652 Mcf for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. 34 The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished reserves during the three months ended March 31, 1998 and (ii) negative prior period volume adjustments made by the purchaser on one significant well during the three months ended March 31, 1998. Average oil and gas prices decreased to $16.11 per barrel and $2.27 per Mcf, respectively, for the three months ended March 31, 1998 from $21.89 per barrel and $2.53 per Mcf, respectively, for the three months ended March 31, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) increased $14,004 (5.0%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This increase resulted primarily from (i) workover expenses incurred on several wells during the three months ended March 31, 1998 in order to improve the recovery of reserves and (ii) higher general repair and maintenance expenses incurred on two significant wells during the three months ended March 31, 1998. This increase was substantially offset by (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above and (ii) the decrease in volumes of gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 37.0% for the three months ended March 31, 1998 from 26.0% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $35,709 (25.6%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) the decrease in volumes of gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense remained relatively constant at 13.0% for the three months ended March 31, 1998 and 12.9% for the three months ended March 31, 1997. The II-B Partnership recognized a non-cash charge against earnings of $530,988 during the three months ended March 31, 1997. Of this amount, $134,003 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $396,985 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that 35 such properties would be developed due to the low oil and gas prices received over the prior several years and provisions in the II-B Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the three months ended March 31, 1998. General and administrative expenses remained relatively constant for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 15.9% for the three months ended March 31, 1998 from 11.8% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through March 31, 1998 totaling $30,435,916 or 84.14% of the Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 -------- ---------- Oil and gas sales $368,535 $514,182 Oil and gas production expenses $112,302 $127,804 Barrels produced 5,004 5,073 Mcf produced 137,055 160,273 Average price/Bbl $ 15.08 $ 22.45 Average price/Mcf $ 2.14 $ 2.50 As shown in the table above, total oil and gas sales decreased $145,647 (28.3%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $58,000 was related to a decrease in volumes of gas sold and approximately $37,000 and $49,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 69 barrels and 23,218 Mcf, respectively, for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The decrease in volumes of gas sold resulted primarily from normal declines in production due to diminished reserves during the three months ended March 31, 1998. Average oil and gas prices decreased to $15.08 per barrel and $2.14 per Mcf, respectively, for the three months ended March 31, 1998 from $22.45 per barrel and $2.50 per Mcf, respectively, for the three months ended March 31, 1997. 36 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $15,502 (12.1%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above and (ii) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997, which decrease was partially offset by workover expenses incurred on two significant wells during the three months ended March 31, 1998 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 30.5% for the three months ended March 31, 1998 from 24.9% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties increased $2,698 (4.7%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, this expense increased to 16.2% for the three months ended March 31, 1998 from 11.1% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The II-C Partnership recognized a non-cash charge against earnings of $66,617 during the three months ended March 31, 1997. Of this amount, $36,163 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $30,454 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to the low oil and gas prices received over the prior several years and provisions in the II-C Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the three months ended March 31, 1998. General and administrative expenses remained relatively constant for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 14.7% for the three months ended March 31, 1998 from 10.6% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. 37 The Limited Partners have received cash distributions through March 31, 1998 totaling $13,560,686 or 87.7% of the Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 -------- ---------- Oil and gas sales $711,972 $1,210,897 Oil and gas production expenses $321,636 $ 320,345 Barrels produced 11,829 12,702 Mcf produced 258,157 409,945 Average price/Bbl $ 15.10 $ 23.67 Average price/Mcf $ 2.07 $ 2.22 As shown in the table above, total oil and gas sales decreased $498,925 (41.2%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $337,000 was related to a decrease in volumes of gas sold and approximately $101,000 and $39,000, respectively, were related to decreases in the average price of oil and gas sold. Volumes of oil and gas sold decreased 873 barrels and 151,788 Mcf, respectively, for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished reserves during the three months ended March 31, 1998, (ii) positive prior period volume adjustments made by the purchaser on several wells during the three months ended March 31, 1997, (iii) the sale of several wells during 1997, and (iv) negative prior period volume adjustments made by the purchaser on one significant well during the three months ended March 31, 1998. Average oil and gas prices decreased to $15.10 per barrel and $2.07 per Mcf, respectively, for the three months ended March 31, 1998 from $23.67 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. An increase in production expenses resulted primarily from (i) workover expenses incurred on one significant well during the three months ended March 31, 1998 in order to improve the recovery of reserves, (ii) prior period adjustments in production expenses by the operator on one significant well during the three months ended March 31, 1998, and (iii) higher general 38 repair and maintenance expenses incurred on two significant wells during the three months ended March 31, 1998. However, this increase in production expenses was substantially offset by (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above and (ii) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 45.2% for the three months ended March 31, 1998 from 26.5% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $51,482 (31.3%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense increased to 15.9% for the three months ended March 31, 1998 from 13.6% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The II-D Partnership recognized a non-cash charge against earnings of $143,957 during the three months ended March 31, 1997. This impairment provision was necessary due to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997. No similar charge was necessary during the three months ended March 31, 1998. General and administrative expenses decreased $3,147 (2.8%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 15.5% for the three months ended March 31, 1998 from 9.4% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through March 31, 1998 totaling $26,636,903 or $84.59% of the Limited Partners' capital contributions. 39 II-E PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 -------- ---------- Oil and gas sales $478,325 $780,293 Oil and gas production expenses $165,724 $236,324 Barrels produced 8,400 12,061 Mcf produced 177,849 204,651 Average price/Bbl $ 14.45 $ 21.22 Average price/Mcf $ 2.01 $ 2.56 As shown in the table above, total oil and gas sales decreased $301,968 (38.7%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $78,000 and $69,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $57,000 and $98,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,661 barrels and 26,802 Mcf, respectively, for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production due to diminished reserves during the three months ended March 31, 1998, (ii) the shutting-in of four significant wells during the three months ended March 31, 1998 in order to increase production capabilities, and (iii) positive prior period volume adjustments made by the purchaser on three significant wells during the three months ended March 31, 1997. The decrease in volumes of gas sold resulted primarily from (i) the receipt in 1998 of a reduced percentage of sales due to the II-E Partnership's overproduced position on one significant well, (ii) the decline in production due to diminished reserves on two significant wells during the three months ended March 31, 1998, and (iii) negative prior period volume adjustments made by the purchaser on one significant well during the three months ended March 31, 1998. Average oil and gas prices decreased to $14.45 per barrel and $2.01 per Mcf, respectively, for the three months ended March 31, 1998 from $21.22 per barrel and $2.56 per Mcf, respectively, for the three months ended March 31, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $70,600 (29.9%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above and (ii) the decreases in volumes of oil and gas sold during the 40 three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 34.6% for the three months ended March 31, 1998 from 30.3% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $26,867 (16.4%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense increased to 28.6% for the three months ended March 31, 1998 from 20.9% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The II-E Partnership recognized a non-cash charge against earnings of $992,851 during the three months ended March 31, 1997. Of this amount, $317,979 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $674,872 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to the low oil and gas prices received over the prior several years and provisions in the II-E Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charge was necessary during the three months ended March 31, 1998. General and administrative expenses decreased $15,527 (16.1%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from decreases in professional fees during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 16.9% for the three months ended March 31, 1998 from 12.3% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through March 31, 1998 totaling $15,606,574 or 68.20% of the Limited Partners' capital contributions. 41 II-F PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 -------- ---------- Oil and gas sales $432,069 $729,165 Oil and gas production expenses $114,831 $159,630 Barrels produced 9,805 12,012 Mcf produced 143,447 143,209 Average price/Bbl $ 14.07 $ 20.89 Average price/Mcf $ 2.05 $ 3.34 As shown in the table above, total oil and gas sales decreased $297,096 (40.7%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $46,000 was related to a decrease in volumes of oil sold and approximately $67,000 and $185,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil sold decreased 2,207 barrels, while volumes of gas sold increased 238 Mcf for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The decrease in volumes of oil sold resulted primarily from (i) positive prior period volume adjustments made by the purchaser on three significant wells during the three months ended March 31, 1997, (ii) the sale of several wells during 1997, and (iii) normal declines in production due to diminished reserves during the three months ended March 31, 1998. Any increase in the volumes of gas sold caused by a negative prior period volume adjustment made by the purchaser during the three months ended March 31, 1997 was substantially offset by normal declines in production due to diminished reserves on several wells during the three months ended March 31, 1998. Average oil and gas prices decreased to $14.07 per barrel and $2.05 per Mcf, respectively, for the three months ended March 31, 1998 from $20.89 per barrel and $3.34 per Mcf, respectively, for the three months ended March 31, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $44,799 (28.1%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above, (ii) the decrease in volumes of oil sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997, and (iii) workover expenses incurred on two significant wells during the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 26.6% for the three months ended March 31, 1998 42 from 21.9% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $8,177 (8.0%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, this expense increased to 21.7% for the three months ended March 31, 1998 from 14.0% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The II-F Partnership recognized a non-cash charge against earnings of $1,377,160 during the three months ended March 31, 1997. Of this amount, $208,255 was related to a decline in oil and gas prices used to determine a recoverability of proved oil and gas reserves at March 31, 1997 and $1,168,905 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to the low oil and gas prices received over the prior several years and provisions in the II-F Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charge was necessary during the three months ended March 31, 1998. General and administrative expenses increased $4,232 (7.7%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 13.7% for the three months ended March 31, 1998 from 7.5% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through March 31, 1998 totaling $15,630,051 or 91.19% of the Limited Partners' capital contributions. 43 II-G PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 -------- ---------- Oil and gas sales $914,389 $1,536,333 Oil and gas production expenses $244,109 $ 344,258 Barrels produced 20,593 25,247 Mcf produced 305,144 307,748 Average price/Bbl $ 14.07 $ 20.89 Average price/Mcf $ 2.05 $ 3.28 As shown in the table above, total oil and gas sales decreased $621,944 (40.5%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $97,000 was related to a decrease in volumes of oil sold and approximately $140,000 and $375,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,654 barrels and 2,604 Mcf, respectively, for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The decrease in volumes of oil sold resulted primarily from (i) positive prior period volume adjustments made by the purchaser on three significant wells during the three months ended March 31, 1997, (ii) the sale of several wells during 1997, and (iii) normal declines in production due to diminished reserves during the three months ended March 31, 1998. Any decrease in volumes of gas sold (which resulted primarily from normal declines in production due to diminished reserves on several wells during the three months ended March 31, 1998) was substantially offset by negative prior period volume adjustments made by the purchaser on one significant well during the three months ended March 31, 1997. Average oil and gas prices decreased to $14.07 per barrel and $2.05 per Mcf, respectively, for the three months ended March 31, 1998 from $20.89 per barrel and $3.28 per Mcf, respectively, for the three months ended March 31, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $100,149 (29.1%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above, (ii) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997, and (iii) workover expenses incurred on two significant wells during the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses 44 increased to 26.7% for the three months ended March 31, 1998 from 22.4% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $22,666 (10.2%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense increased to 21.9% for the three months ended March 31, 1998 from 14.5% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The II-G Partnership recognized a non-cash charge against earnings of $3,101,656 during the three months ended March 31, 1997. Of this amount, $489,672 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $2,611,984 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to the low oil and gas prices received over the prior several years and provisions in the II-G Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charge was necessary during the three months ended March 31, 1998. General and administrative expenses increased $9,163 (7.7%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 14.0% for the three months ended March 31, 1998 from 7.8% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through March 31, 1998 totaling $32,167,371 or 86.43% of the Limited Partners' capital contributions. 45 II-H PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1997. Three Months Ended March 31, ---------------------------- 1998 1997 -------- ---------- Oil and gas sales $217,703 $360,814 Oil and gas production expenses $ 58,340 $ 84,434 Barrels produced 4,789 5,881 Mcf produced 72,675 75,183 Average price/Bbl $ 14.06 $ 20.90 Average price/Mcf $ 2.07 $ 3.16 As shown in the table above, total oil and gas sales decreased $143,111 (39.7%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Of this decrease, approximately $23,000 was related to a decrease in volumes of oil sold and approximately $33,000 and $79,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,092 barrels and 2,508 Mcf, respectively, for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The decrease in volumes of oil sold resulted primarily from (i) positive prior period volume adjustments made by the purchaser on three significant wells during the three months ended March 31, 1997 and (ii) the sale of several wells during 1997. Any decrease in volumes of gas sold (which resulted primarily from normal declines in production due to diminished reserves on several wells during the three months ended March 31, 1998 and the sale of several wells during 1997) was substantially offset by a negative prior period volume adjustment made by the purchaser on one significant well during the three months ended March 31, 1997. Average oil and gas prices decreased to $14.06 per barrel and $2.07 per Mcf, respectively, for the three months ended March 31, 1998 from $20.90 per barrel and $3.16 per Mcf, respectively, for the three months ended March 31, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $26,094 (30.9%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above, (ii) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997, and (iii) workover expenses incurred on three significant wells during the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 26.8% for the three months ended March 46 31, 1998 from 23.4% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $6,914 (12.9%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense increased to 21.4% for the three months ended March 31, 1998 from 14.8% for the three months ended March 31, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. The II-H Partnership recognized a non-cash charge against earnings of $785,220 during the three months ended March 31, 1997. Of this amount, $125,223 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $659,997 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to the low oil and gas prices received over the prior several years and provisions in the II-H Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charge was necessary during the three months ended March 31, 1998. General and administrative expenses increased $2,255 (7.7%) for the three months ended March 31, 1998 as compared to the three months ended March 31, 1997. As a percentage of oil and gas sales, these expenses increased to 14.5% for the three months ended March 31, 1998 from 8.1% for the three months ended March 31, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through March 31, 1998 totaling $7,490,364 or 81.67% of the Limited Partners' capital contributions. 47 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As further described in the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1997 (the "Form 10-K"), the Partnerships are included in the subject matter of a class action lawsuit entitled "In Re: PaineWebber Limited Partnerships' Litigation," Case No. 94-CIV-8558, U.S. District Court, Southern District of New York. In early 1996 PaineWebber Incorporated ("PaineWebber") reached settlements with the class action plaintiffs and the Securities and Exchange Commission (the "SEC") that resolved the above referenced litigation. As part of the class settlement, PaineWebber paid $125 million (the "Class Action Fund"), plus certain additional consideration to the class. PaineWebber also paid $40 million to a capped claims fund to be independently administered on behalf of the SEC (the "SEC Fund"). Both settlement funds (in the case of the Class Action Fund, net of court approved class counsel attorney's fees and disbursements) were to be allocated among eligible limited partners whose claims were approved by the respective Claims Administrators. In late March 1998, the Court awarded attorney's fees and disbursements to class counsel. On or about May 8, 1998, the Claims Administrator for the Class Action Fund mailed to eligible class members the cash component of their settlement benefits from the Class Action Fund. The General Partner has been advised that in late May 1998 the SEC Claims Administrator expects to mail to each eligible class member his or her claim determination with the preliminary settlement amount, if any, from the SEC Fund. A further description of the settlement is included within the Form 10-K referred to above. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule containing summary financial information extracted from the II-A Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 48 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. All other exhibits are omitted as inapplicable. 49 (b) Reports on Form 8-K. Current report on Form 8-K filed during the first quarter of 1998: Date of event: January 29, 1998 Date filed with SEC: January 30, 1998 Items included Item 5 - Other Events Item 7 - Exhibits 50 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: May 13, 1998 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: May 13, 1998 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer 51 INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-A's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-B's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-C's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-D's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-E's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-F's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-G's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-H's financial statements as of March 31, 1998 and for the three months ended March 31, 1998, filed herewith. All other exhibits are omitted as inapplicable. 52