SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 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 September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $2,469,615 $ 830,584 Accounts receivable: Oil and gas sales 457,471 837,560 Other - 20,975 ---------- ---------- Total current assets $2,927,086 $1,689,119 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,283,131 4,894,853 DEFERRED CHARGE 911,041 911,041 ---------- ---------- $8,121,258 $7,495,013 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 94,369 $ 233,246 Gas imbalance payable 142,043 142,043 ---------- ---------- Total current liabilities $ 236,412 $ 375,289 ACCRUED LIABILITY $ 157,050 $ 157,050 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 407,608) ($ 387,587) Limited Partners, issued and outstanding, 484,283 units 8,135,404 7,350,261 ---------- ---------- Total Partners' capital $7,727,796 $6,962,674 ---------- ---------- $8,121,258 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,092,544 $1,161,480 Interest income 22,091 8,488 Gain on sale of oil and gas properties 35,623 2,974 ---------- ---------- $1,150,258 $1,172,942 COSTS AND EXPENSES: Lease operating $ 311,930 $ 355,007 Production tax 69,778 73,185 Depreciation, depletion, and amortization of oil and gas properties 214,594 189,743 General and administrative (Note 2) 138,442 132,162 ---------- ---------- $ 734,744 $ 750,097 ---------- ---------- NET INCOME $ 415,514 $ 422,845 ========== ========== GENERAL PARTNER - NET INCOME $ 28,255 $ 28,308 ========== ========== LIMITED PARTNERS - NET INCOME $ 387,259 $ 394,537 ========== ========== NET INCOME per unit $ .80 $ .81 ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 3 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $3,025,364 $4,185,360 Interest income 40,695 25,515 Gain on sale of oil and gas properties 688,344 59,998 Contract settlement income (Note 1) 1,710,190 - ---------- ---------- $5,464,593 $4,270,873 COSTS AND EXPENSES: Lease operating $ 908,775 $1,081,370 Production tax 184,851 253,273 Depreciation, depletion, and amortization of oil and gas properties 538,091 579,410 Impairment provision - 684,276 General and administrative (Note 2) 443,790 459,472 ---------- ---------- $2,075,507 $3,057,801 ---------- ---------- NET INCOME $3,389,086 $1,213,072 ========== ========== GENERAL PARTNER - NET INCOME $ 188,943 $ 109,925 ========== ========== LIMITED PARTNERS - NET INCOME $3,200,143 $1,103,147 ========== ========== NET INCOME per unit $ 6.61 $ 2.28 ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 4 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,389,086 $1,213,072 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 538,091 579,410 Impairment provision - 684,276 Gain on sale of oil and gas properties ( 688,344) ( 59,998) Decrease in accounts receivable - oil and gas sales 380,089 269,172 Decrease in accounts receivable - other 20,975 - Decrease in accounts payable ( 138,877) ( 89,346) ---------- ---------- Net cash provided by operating activities $3,501,020 $2,596,586 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 22,565) ($ 132,062) Proceeds from sale of oil and gas properties 784,540 67,978 ---------- ---------- Net cash provided (used) by investing activities $ 761,975 ($ 64,084) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,623,964) ($2,704,202) ---------- ---------- Net cash used by financing activities ($2,623,964) ($2,702,202) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $1,639,031 ($ 171,700) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 830,584 875,918 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,469,615 $ 704,218 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 5 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $2,944,027 $ 644,574 Accounts receivable: Oil and gas sales 349,712 565,152 ---------- ---------- Total current assets $3,293,739 $1,209,726 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,770,394 3,035,158 DEFERRED CHARGE 169,811 169,811 ---------- ---------- $6,233,944 $4,414,695 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 65,046 $ 141,754 Gas imbalance payable 24,671 24,671 ---------- ---------- Total current liabilities $ 89,717 $ 166,425 ACCRUED LIABILITY $ 88,519 $ 88,519 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 316,565) ($ 305,223) Limited Partners, issued and outstanding, 361,719 units 6,372,273 4,464,974 ---------- ---------- Total Partners' capital $6,055,708 $4,159,751 ---------- ---------- $6,233,944 $4,414,695 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 6 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $543,938 $785,354 Interest income 24,180 4,899 Gain on sale of oil and gas properties 3,649 5,301 -------- -------- $571,767 $795,554 COSTS AND EXPENSES: Lease operating $210,925 $231,394 Production tax 33,204 56,100 Depreciation, depletion, and amortization of oil and gas properties 95,742 129,584 General and administrative (Note 2) 103,430 95,212 -------- -------- $443,301 $512,290 -------- -------- NET INCOME $128,466 $283,264 ======== ======== GENERAL PARTNER - NET INCOME $ 9,044 $ 19,102 ======== ======== LIMITED PARTNERS - NET INCOME $119,422 $264,162 ======== ======== NET INCOME per unit $ .33 $ .73 ======== ======== UNITS OUTSTANDING 361,719 361,719 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 7 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,973,911 $2,844,739 Interest income 33,865 14,890 Gain on sale of oil and gas properties 66,824 55,777 Contract settlement income (Note 1) 2,793,295 - ---------- ---------- $4,867,895 $2,915,406 COSTS AND EXPENSES: Lease operating $ 630,942 $ 711,273 Production tax 119,036 185,792 Depreciation, depletion, and amortization of oil and gas properties 296,713 391,440 Impairment provision - 530,988 General and administrative (Note 2) 333,336 352,750 ---------- ---------- $1,380,027 $2,172,243 ---------- ---------- NET INCOME $3,487,868 $ 743,163 ========== ========== GENERAL PARTNER - NET INCOME $ 184,569 $ 73,311 ========== ========== LIMITED PARTNERS - NET INCOME $3,303,299 $ 669,852 ========== ========== NET INCOME per unit $ 9.13 $ 1.85 ========== ========== UNITS OUTSTANDING 361,719 361,719 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 8 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,487,868 $ 743,163 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 296,713 391,440 Impairment provision - 530,988 Gain on sale of oil and gas properties ( 66,824) ( 55,777) Decrease in accounts receivable - oil and gas sales 215,440 179,777 Decrease in accounts payable ( 76,708) ( 108,250) ---------- ---------- Net cash provided by operating activities $3,856,489 $1,681,341 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 43,519) $ - Proceeds from sale of oil and gas properties 78,394 57,264 ---------- ---------- Net cash provided by investing activities $ 34,875 $ 57,264 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,591,911) ($1,815,198) ---------- ---------- Net cash used by financing activities ($1,591,911) ($1,815,198) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $2,299,453 ($ 76,593) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 644,574 569,257 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,944,027 $ 492,664 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 9 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,302,424 $ 358,095 Accounts receivable: Oil and gas sales 158,011 273,399 Other - 1,931 ---------- ---------- Total current assets $1,460,435 $ 633,425 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,440,402 1,667,269 DEFERRED CHARGE 139,621 139,621 ---------- ---------- $3,040,458 $2,440,315 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 25,743 $ 33,293 Gas imbalance payable 22,563 22,563 ---------- ---------- Total current liabilities $ 48,306 $ 55,856 ACCRUED LIABILITY $ 49,647 $ 49,647 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 133,357) ($ 123,277) Limited Partners, issued and outstanding, 154,621 units 3,075,862 2,458,089 ---------- ---------- Total Partners' capital $2,942,505 $2,334,812 ---------- ---------- $3,040,458 $2,440,315 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 10 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- --------- REVENUES: Oil and gas sales $253,933 $374,214 Interest income 10,759 3,029 Gain (loss) on sale of oil and gas properties ( 7,362) 9,147 -------- -------- $257,330 $386,390 COSTS AND EXPENSES: Lease operating $ 75,529 $ 93,561 Production tax 15,445 30,342 Depreciation, depletion, and amortization of oil and gas properties 52,158 50,655 General and administrative (Note 2) 44,210 40,690 -------- -------- $187,342 $215,248 -------- -------- NET INCOME $ 69,988 $171,142 ======== ======== GENERAL PARTNER - NET INCOME $ 5,048 $ 10,432 ======== ======== LIMITED PARTNERS - NET INCOME $ 64,940 $160,710 ======== ======== NET INCOME per unit $ .42 $ 1.04 ======== ======== UNITS OUTSTANDING 154,621 154,621 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 11 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $ 896,558 $1,316,380 Interest income 17,869 8,800 Gain on sale of oil and gas properties 191,496 99,495 Contract settlement income (Note 1) 1,197,148 - ---------- ---------- $2,303,071 $1,424,675 COSTS AND EXPENSES: Lease operating $ 235,610 $ 291,975 Production tax 58,186 95,165 Depreciation, depletion, and amortization of oil and gas properties 161,756 157,584 Impairment provision - 66,617 General and administrative (Note 2) 142,940 151,422 ---------- ---------- $ 598,492 $ 762,763 ---------- ---------- NET INCOME $1,704,579 $ 661,912 ========== ========== GENERAL PARTNER - NET INCOME $ 90,806 $ 41,624 ========== ========== LIMITED PARTNERS - NET INCOME $1,613,773 $ 620,288 ========== ========== NET INCOME per unit $ 10.44 $ 4.01 ========== ========== UNITS OUTSTANDING 154,621 154,621 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 12 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,704,579 $ 661,912 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 161,756 157,584 Impairment provision - 66,617 Gain on sale of oil and gas properties ( 191,496) ( 99,495) Decrease in accounts receivable - oil and gas sales 115,388 89,995 Decrease in accounts receivable - other 1,931 - Decrease in accounts payable ( 7,550) ( 36,386) ---------- ---------- Net cash provided by operating activities $1,784,608 $ 840,227 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 18,306) ($ 6,070) Proceeds from sale of oil and gas properties 274,913 139,470 ---------- ---------- Net cash provided by investing activities $ 256,607 $ 133,400 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,096,886) ($1,107,612) ---------- ---------- Net cash used by financing activities ($1,096,886) ($1,107,612) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 944,329 ($ 133,985) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 358,095 387,334 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,302,424 $ 253,349 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $3,311,975 $1,151,142 Accounts receivable: Oil and gas sales 300,304 646,750 General Partner (Note 2) 363 - Other - 20,267 ---------- ---------- Total current assets $3,612,642 $1,818,159 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,901,295 3,417,760 DEFERRED CHARGE 544,345 544,345 ---------- ---------- $7,058,282 $5,780,264 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 77,417 $ 86,058 Gas imbalance payable 107,004 107,004 ---------- ---------- Total current liabilities $ 184,421 $ 193,062 ACCRUED LIABILITY $ 239,083 $ 239,083 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 251,127) ($ 224,003) Limited Partners, issued and outstanding, 314,878 units 6,885,905 5,572,122 ---------- ---------- Total Partners' capital $6,634,778 $5,348,119 ---------- ---------- $7,058,282 $5,780,264 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 14 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- REVENUES: Oil and gas sales $540,255 $865,030 Interest income 27,851 7,774 Gain on sale of oil and gas properties 9,650 11,706 Contract settlement income (Note 1) 363 - -------- -------- $578,119 $884,510 COSTS AND EXPENSES: Lease operating $222,073 $237,324 Production tax 34,797 71,475 Depreciation, depletion, and amortization of oil and gas properties 110,762 134,830 General and administrative (Note 2) 90,053 81,438 -------- -------- $457,685 $525,067 -------- -------- NET INCOME $120,434 $359,443 ======== ======== GENERAL PARTNER - NET INCOME $ 9,060 $ 22,976 ======== ======== LIMITED PARTNERS - NET INCOME $111,374 $336,467 ======== ======== NET INCOME per unit $ .36 $ 1.07 ======== ======== UNITS OUTSTANDING 314,878 314,878 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 15 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,885,766 $3,144,982 Interest income 47,221 22,896 Gain on sale of oil and gas properties 518,545 97,096 Contract settlement income (Note 1) 3,033,646 - ---------- ---------- $5,485,178 $3,264,974 COSTS AND EXPENSES: Lease operating $ 707,939 $ 766,404 Production tax 137,214 237,926 Depreciation, depletion, and amortization of oil and gas properties 338,145 443,565 Impairment provision - 143,957 General and administrative (Note 2) 290,356 311,476 ---------- ---------- $1,473,654 $1,903,328 ---------- ---------- NET INCOME $4,011,524 $1,361,646 ========== ========== GENERAL PARTNER - NET INCOME $ 211,741 $ 90,438 ========== ========== LIMITED PARTNERS - NET INCOME $3,799,783 $1,271,208 ========== ========== NET INCOME per unit $ 12.07 $ 4.04 ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 16 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,011,524 $1,361,646 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 338,145 443,565 Impairment provision - 143,957 Gain on sale of oil and gas properties ( 518,545) ( 97,096) Decrease in accounts receivable - oil and gas sales 346,446 180,649 Increase in accounts receivable - General Partner ( 363) - Decrease in accounts receivable - other 20,267 - Decrease in accounts payable ( 8,641) ( 71,308) ---------- ---------- Net cash provided by operating activities $4,188,833 $1,961,413 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 1,639) ($ 45,321) Proceeds from sale of oil and gas properties 698,504 202,663 ---------- ---------- Net cash provided by investing activities $ 696,865 $ 157,342 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,724,865) ($2,430,195) ---------- ---------- Net cash used by financing activities ($2,724,865) ($2,430,195) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $2,160,833 ($ 311,440) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,151,142 906,737 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,311,975 $ 595,297 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 17 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $6,309,572 $ 670,777 Accounts receivable: Oil and gas sales 185,330 415,377 General Partner (Note 2) 736 - Other - 110 ---------- ---------- Total current assets $6,495,638 $1,086,264 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,540,301 2,841,080 DEFERRED CHARGE 330,531 330,531 ---------- ---------- $9,366,470 $4,257,875 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 38,850 $ 100,603 Gas imbalance payable 171,089 171,089 ---------- ---------- Total current liabilities $ 209,939 $ 271,692 ACCRUED LIABILITY $ 63,625 $ 63,625 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 182,720) ($ 172,017) Limited Partners, issued and outstanding, 228,821 units 9,275,626 4,094,575 ---------- ---------- Total Partners' capital $9,092,906 $3,922,558 ---------- ---------- $9,366,470 $4,257,875 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 18 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- --------- REVENUES: Oil and gas sales $366,664 $591,192 Interest income 52,456 6,347 Gain on sale of oil and gas properties 6,200 963 Contract settlement income (Note 1) 736 - -------- -------- $426,056 $598,502 COSTS AND EXPENSES: Lease operating $120,322 $115,568 Production tax 26,860 45,879 Depreciation, depletion, and amortization of oil and gas properties 123,671 154,394 General and administrative (Note 2) 65,460 49,977 -------- -------- $336,313 $365,818 -------- -------- NET INCOME $ 89,743 $232,684 ======== ======== GENERAL PARTNER - NET INCOME $ 6,811 $ 17,492 ======== ======== LIMITED PARTNERS - NET INCOME $ 82,932 $215,192 ======== ======== NET INCOME per unit $ .36 $ .94 ======== ======== UNITS OUTSTANDING 228,821 228,821 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 19 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,257,494 $1,971,161 Interest income 63,149 15,984 Gain on sale of oil and gas properties 326,675 52,735 Contract settlement income (Note 1) 6,159,355 - ---------- ---------- $7,806,673 $2,039,880 COSTS AND EXPENSES: Lease operating $ 363,625 $ 510,128 Production tax 90,804 160,288 Depreciation, depletion, and amortization of oil and gas properties 382,374 470,431 Impairment provision - 992,851 General and administrative (Note 2) 214,935 251,258 ---------- ---------- $1,051,738 $2,384,956 ---------- ---------- NET INCOME (LOSS) $6,754,935 ($ 345,076) ========== ========== GENERAL PARTNER - NET INCOME $ 349,884 $ 40,478 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $6,405,051 ($ 385,554) ========== ========== NET INCOME (LOSS) per unit $ 27.99 ($ 1.68) ========== ========== UNITS OUTSTANDING 228,821 228,821 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 20 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $6,754,935 ($ 345,076) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 382,374 470,431 Impairment provision - 992,851 Gain on sale of oil and gas properties ( 326,675) ( 52,735) Decrease in accounts receivable - oil and gas sales 230,047 125,464 Increase in accounts receivable - General Partner ( 736) ( 12,023) Decrease in accounts receivable - other 110 - Decrease in accounts payable ( 61,753) ( 82,021) ---------- ---------- Net cash provided by operating activities $6,978,302 $1,096,891 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 110,926) ($ 5,314) Proceeds from sale of oil and gas properties 356,006 273,731 ---------- ---------- Net cash provided by investing activities $ 245,080 $ 268,417 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,584,587) ($1,364,505) ---------- ---------- Net cash used by financing activities ($1,584,587) ($1,364,505) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $5,638,795 $ 803 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 670,777 528,765 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $6,309,572 $ 529,568 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 21 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 205,738 $ 741,852 Accounts receivable: Oil and gas sales 163,849 334,094 Other - 43 ---------- ---------- Total current assets $ 369,587 $1,075,989 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,148,750 2,432,033 DEFERRED CHARGE 56,867 56,867 ---------- ---------- $2,575,204 $3,564,889 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 23,932 $ 64,348 Gas imbalance payable 25,184 25,184 ---------- ---------- Total current liabilities $ 49,116 $ 89,532 ACCRUED LIABILITY $ 27,907 $ 27,907 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 153,067) ($ 143,355) Limited Partners, issued and outstanding, 171,400 units 2,651,248 3,590,805 ---------- ---------- Total Partners' capital $2,498,181 $3,447,450 ---------- ---------- $2,575,204 $3,564,889 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 22 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- --------- REVENUES: Oil and gas sales $266,881 $498,151 Interest income 6,023 5,395 Gain (loss) on sale of oil and gas properties ( 1,643) 4,202 -------- -------- $271,261 $507,748 COSTS AND EXPENSES: Lease operating $ 69,935 $ 62,365 Production tax 19,525 31,954 Depreciation, depletion, and amortization of oil and gas properties 77,170 102,584 General and administrative (Note 2) 49,088 48,174 -------- -------- $215,718 $245,077 -------- -------- NET INCOME $ 55,543 $262,671 ======== ======== GENERAL PARTNER - NET INCOME $ 5,563 $ 16,967 ======== ======== LIMITED PARTNERS - NET INCOME $ 49,980 $245,704 ======== ======== NET INCOME per unit $ .30 $ 1.43 ======== ======== UNITS OUTSTANDING 171,400 171,400 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 23 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,087,834 $1,674,566 Interest income 16,066 13,485 Gain on sale of oil and gas properties 654,302 170,970 ---------- ---------- $1,758,202 $1,859,021 COSTS AND EXPENSES: Lease operating $ 218,337 $ 239,983 Production tax 73,986 116,832 Depreciation, depletion, and amortization of oil and gas properties 254,409 308,123 Impairment provision - 1,377,160 General and administrative (Note 2) 155,874 157,930 ---------- ---------- $ 702,606 $2,200,028 ---------- ---------- NET INCOME (LOSS) $1,055,596 ($ 341,007) ========== ========== GENERAL PARTNER - NET INCOME $ 62,153 $ 49,687 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 993,443 ($ 390,694) ========== ========== NET INCOME (LOSS) per unit $ 5.80 ($ 2.28) ========== ========== UNITS OUTSTANDING 171,400 171,400 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 24 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,055,596 ($ 341,007) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 254,409 308,123 Impairment provision - 1,377,160 Gain on sale of oil and gas properties ( 654,302) ( 170,970) Decrease in accounts receivable - oil and gas sales 170,245 90,641 Increase in accounts receivable - General Partner - ( 14,104) Decrease in accounts receivable - other 43 - Decrease in accounts payable ( 40,416) ( 18,443) ---------- ---------- Net cash provided by operating- activities $ 785,575 $1,231,400 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 34,281) ($ 51,001) Proceeds from sale of oil and gas properties 717,457 362,751 ---------- ---------- Net cash provided by investing activities $ 683,176 $ 311,750 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,004,865) ($1,627,572) ---------- ---------- Net cash used by financing activities ($2,004,865) ($1,627,572) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 536,114) ($ 84,422) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 741,852 441,903 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 205,738 $ 357,481 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 25 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 438,860 $1,564,325 Accounts receivable: Oil and gas sales 348,460 710,336 ---------- ---------- Total current assets $ 787,320 $2,274,661 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,633,558 5,237,082 DEFERRED CHARGE 123,977 123,977 ---------- ---------- $5,544,855 $7,635,720 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 51,252 $ 135,761 Gas imbalance payable 57,250 57,250 ---------- ---------- Total current liabilities $ 108,502 $ 193,011 ACCRUED LIABILITY $ 64,109 $ 64,109 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 333,155) ($ 312,392) Limited Partners, issued and outstanding, 372,189 units 5,705,399 7,690,992 ---------- ---------- Total Partners' capital $5,372,244 $7,378,600 ---------- ---------- $5,544,855 $7,635,720 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 26 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $561,811 $1,057,832 Interest income 12,836 11,851 Gain (loss) on sale of oil and gas properties ( 3,499) 8,936 -------- ---------- $571,148 $1,078,619 COSTS AND EXPENSES: Lease operating $149,170 $ 132,956 Production tax 42,199 68,972 Depreciation, depletion, and amortization of oil and gas properties 163,274 223,052 General and administrative (Note 2) 106,564 104,590 -------- ---------- $461,207 $ 529,570 -------- ---------- NET INCOME $109,941 $ 549,049 ======== ========== GENERAL PARTNER - NET INCOME $ 11,386 $ 35,782 ======== ========== LIMITED PARTNERS - NET INCOME $ 98,555 $ 513,267 ======== ========== NET INCOME per unit $ .27 $ 1.38 ======== ========== UNITS OUTSTANDING 372,189 372,189 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 27 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $2,310,367 $3,575,321 Interest income 34,323 29,082 Gain on sale of oil and gas properties 1,368,785 338,421 ---------- ---------- $3,713,475 $3,942,824 COSTS AND EXPENSES: Lease operating $ 465,999 $ 520,538 Production tax 159,598 254,993 Depreciation, depletion, and amortization of oil and gas properties 543,788 672,926 Impairment provision - 3,101,656 General and administrative (Note 2) 338,361 342,749 ---------- ---------- $1,507,746 $4,892,862 ---------- ---------- NET INCOME (LOSS) $2,205,729 ($ 950,038) ========== ========== GENERAL PARTNER - NET INCOME $ 130,322 $ 102,027 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $2,075,407 ($1,052,065) ========== ========== NET INCOME (LOSS) per unit $ 5.58 ($ 2.83) ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 28 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $2,205,729 ($ 950,038) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 543,788 672,926 Impairment provision - 3,101,656 Gain on sale of oil and gas properties ( 1,368,785) ( 338,421) Decrease in accounts receivable - oil and gas sales 361,876 187,687 Increase in accounts receivable - General Partner - ( 26,836) Decrease in accounts payable ( 84,509) ( 40,554) ---------- ---------- Net cash provided by operating activities $1,658,099 $2,606,420 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 74,175) ($ 111,222) Proceeds from sale of oil and gas properties 1,502,696 827,570 ---------- ---------- Net cash provided by investing activities $1,428,521 $ 716,348 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,212,085) ($3,497,542) ---------- ---------- Net cash used by financing activities ($4,212,085) ($3,497,542) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($1,125,465) ($ 174,774) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,564,325 932,165 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 438,860 $ 757,391 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 29 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 103,052 $ 364,502 Accounts receivable: Oil and gas sales 82,736 168,833 ---------- ---------- Total current assets $ 185,788 $ 533,335 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,085,656 1,225,295 DEFERRED CHARGE 29,519 29,519 ---------- ---------- $1,300,963 $1,788,149 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 12,393 $ 31,925 Gas imbalance payable 13,149 13,149 ---------- ---------- Total current liabilities $ 25,542 $ 45,074 ACCRUED LIABILITY $ 14,648 $ 14,648 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 83,715) ($ 78,796) Limited Partners, issued and outstanding, 91,711 units 1,344,488 1,807,223 ---------- ---------- Total Partners' capital $1,260,773 $1,728,427 ---------- ---------- $1,300,963 $1,788,149 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 30 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $136,780 $251,228 Interest income 2,866 2,856 Gain (loss) on sale of oil and gas properties ( 836) 1,884 -------- -------- $138,810 $255,968 COSTS AND EXPENSES: Lease operating $ 35,793 $ 31,913 Production tax 10,703 16,847 Depreciation, depletion, and amortization of oil and gas properties 38,690 52,896 General and administrative (Note 2) 26,255 25,770 -------- -------- $111,441 $127,426 -------- -------- NET INCOME $ 27,369 $128,542 ======== ======== GENERAL PARTNER - NET INCOME $ 2,772 $ 8,400 ======== ======== LIMITED PARTNERS - NET INCOME $ 24,597 $120,142 ======== ======== NET INCOME per unit $ .27 $ 1.31 ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 31 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $549,753 $ 861,261 Interest income 7,688 6,812 Gain on sale of oil and gas properties 314,187 77,387 -------- ---------- $871,628 $ 945,460 COSTS AND EXPENSES: Lease operating $111,982 $ 129,217 Production tax 39,027 63,674 Depreciation, depletion, and amortization of oil and gas properties 126,775 161,226 Impairment provision - 785,220 General and administrative (Note 2) 83,369 84,415 -------- ---------- $361,153 $1,223,752 -------- ---------- NET INCOME (LOSS) $510,475 ($ 278,292) ======== ========== GENERAL PARTNER - NET INCOME $ 30,210 $ 23,603 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $480,265 ($ 301,895) ======== ========== NET INCOME (LOSS) per unit $ 5.24 ($ 3.29) ======== ========== UNITS OUTSTANDING 91,711 91,711 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 32 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $510,475 ($278,292) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 126,775 161,226 Impairment provision - 785,220 Gain on sale of oil and gas properties ( 314,187) ( 77,387) Decrease in accounts receivable - oil and gas sales 86,097 43,323 Increase in accounts receivable - General Partner - ( 5,060) Decrease in accounts payable ( 19,532) ( 10,183) -------- -------- Net cash provided by operating activities $389,628 $618,847 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 18,222) ($ 27,686) Proceeds from sale of oil and gas properties 345,273 221,575 -------- -------- Net cash provided by investing activities $327,051 $193,889 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($978,129) ($856,819) -------- -------- Net cash used by financing activities ($978,129) ($856,819) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($261,450) ($ 44,083) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 364,502 221,484 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $103,052 $177,401 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 33 GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 1998, combined statements of operations for the three and nine months ended September 30, 1998 and 1997, and combined statements of cash flows for the nine months ended September 30, 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 September 30, 1998, the combined results of operations for the three and nine months ended September 30, 1998 and 1997, and the combined cash flows for the nine months ended September 30, 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 September 30, 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. 34 OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Leasehold impairment is recognized based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties. Depletion of the costs of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage value. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the difference between asset cost and salvage value is charged to accumulated depreciation. Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal", requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field. SFAS No. 121, provides that if the unamortized costs of oil and gas properties for each field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is 35 determined by using the discounted future cash flows from the properties. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the nine months ended September 30, 1997 pursuant to SFAS No. 121 as follows: Partnership Amount ----------- ----------- II-A $ 684,276 II-B 530,988 II-C 66,617 II-D 143,957 II-E 992,851 II-F 1,377,160 II-G 3,101,656 II-H 785,220 No such charge was recorded during the nine months ended September 30, 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. CONTRACT SETTLEMENT INCOME -------------------------- On July 30, 1998 an arbitration and lawsuit involving Geodyne Resources, Inc. as General Partner of the Geodyne II-A, II-B, II-C, II-D and II-E Partnerships and other plaintiffs against a gas purchaser was settled. This matter involved claims for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract pursuant to which the gas purchaser purchased gas from the Geodyne II-A, II-B, II-C, II-D and II-E Partnerships and other owners. The settlement resolves all issues between the parties concerning this contract. As a result of this settlement, the II-A, II-B, II-C, II-D and II-E Partnerships received in August 1998 and October 1998 the following amounts: AUGUST OCTOBER PARTNERSHIP 1998 1998 TOTAL ----------- ---------- -------- ---------- II-A $1,710,190 $ - $1,710,190 II-B 2,793,295 - 2,793,295 II-C 1,197,148 - 1,197,148 II-D 3,033,283 363 3,033,646 II-E 6,158,619 736 6,159,355 36 The amounts received in August 1998 were accrued at June 30, 1998 and will be included in the II-A, II-B, II-C, II-D and II-E Partnerships' November 1998 cash distributions. The amounts received in October 1998 will be included in the II-D and II-E Partnership's February 1999 cash distributions. The amounts received in October 1998 are included in the "Accounts Receivable - General Partner" on the accompanying balance sheets at September 30, 1998. These amounts were related to an overriding royalty interest owned by the II-D and II-E Partnerships in one well involved in the settlement. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' Partnership Agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended September 30, 1998 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $10,999 $127,443 II-B 8,240 95,190 II-C 3,521 40,689 II-D 7,190 82,863 II-E 5,244 60,216 II-F 3,983 45,105 II-G 8,620 97,944 II-H 2,120 24,135 During the nine months ended September 30, 1998 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $ 61,461 $382,329 II-B 47,766 285,570 II-C 20,873 122,067 II-D 41,767 248,589 II-E 34,287 180,648 II-F 20,559 135,315 II-G 44,529 293,832 II-H 10,964 72,405 37 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 September 30, 1998 for the II-D and II-E Partnerships represents contract settlement income associated with an overriding royalty interest owned in one well involved in the arbitration and lawsuit discussed in Note 1. Subsequent to September 30, 1998 such receivable was collected by the II-D and II-E Partnerships. 38 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and did not engage in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership, and its related Production Partnership, is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. 39 LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- II-A July 22, 1987 $48,428,300 II-B October 14, 1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 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 nine months ended September 30, 1998 include proceeds from the sale of oil and gas properties. The proceeds received during the first quarter of 1998 were included in the Partnerships' cash distributions paid during May 1998, the proceeds received during the second quarter of 1998 were included in the Partnerships' cash distributions paid during August 1998, and the proceeds received during the third quarter of 1998 will be included in the Partnerships' cash distributions to be paid in November 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 40 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. On July 30, 1998 the General Partner reached a settlement with a gas purchaser involving claims for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. As a result of this settlement, the II-A, II-B, II-C, II-D, and II-E Partnerships received the following amounts in August 1998 and October 1998: AUGUST OCTOBER PER PARTNERSHIP 1998 1998 TOTAL UNIT ----------- ---------- -------- ---------- ------- II-A $1,710,190 $ - $1,710,190 $3.53 II-B 2,793,295 - 2,793,295 7.72 II-C 1,197,148 - 1,197,148 7.74 II-D 3,033,283 363 3,033,646 9.63 II-E 6,158,619 736 6,159,355 26.92 The amounts received in August 1998 will be included in the II-A, II-B, II-C, II-D, and II-E Partnerships' third quarter cash distributions to be paid in November 1998. The amounts received in October 1998 will be included in the II-D and II-E Partnerships fourth quarter cash distribution to be paid in February 1999. 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 on the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. In addition, crude oil prices are at or near their lowest level in the past decade due primarily to the global surplus of crude oil. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. 41 II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,092,544 $1,161,480 Oil and gas production expenses $ 381,708 $ 428,192 Barrels produced 19,085 28,089 Mcf produced 481,584 356,101 Average price/Bbl $ 10.66 $ 16.45 Average price/Mcf $ 1.85 $ 1.96 As shown in the table above, total oil and gas sales decreased $68,936 (5.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $148,000 was related to a decrease in volumes of oil sold and approximately $110,000 and $57,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $246,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 9,004 barrels, while volumes of gas sold increased 125,483 Mcf for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1997, (ii) a negative prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 1998, and (iii) the sale of several wells during 1997 and early 1998. The increase in volumes of gas sold resulted primarily from positive prior period volume adjustments made by the purchaser on two significant wells during the three months ended September 30, 1998. Average oil and gas prices decreased to $10.66 per barrel and $1.85 per Mcf, respectively, for the three months ended September 30, 1998 from $16.45 per barrel and $1.96 per Mcf, respectively, for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $46,484 (10.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from workover expenses incurred on three significant wells during the three months ended September 30, 1997 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 34.9% for the three months ended September 30, 1998 from 42 36.9% for the three months ended September 30, 1997. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $24,851 (13.1%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This increase resulted primarily from the increase in volumes of gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 19.6% for the three months ended September 30, 1998 from 16.3% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. General and administrative expenses increased $6,280 (4.8%) for the three months ended September, 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 12.7% for the three months ended September 30, 1998 from 11.4% for the three months ended September 30, 1997. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $3,025,364 $4,185,360 Oil and gas production expenses $1,093,626 $1,334,643 Barrels produced 65,533 79,370 Mcf produced 1,101,499 1,125,834 Average price/Bbl $ 12.81 $ 19.20 Average price/Mcf $ 1.98 $ 2.36 As shown in the table above, total oil and gas sales decreased $1,159,996 (27.7%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $266,000 was related to a decrease in volumes of oil sold and approximately $419,000 and $418,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 13,837 barrels and 24,335 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment made by the purchaser on one significant well during the nine months ended September 30, 1997, (ii) a 43 negative prior period volume adjustment made by the purchaser on another well during the nine months ended September 30, 1998, and (iii) normal declines in production due to diminishing reserves on several wells. Average oil and gas prices decreased to $12.81 per barrel and $1.98 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.20 per barrel and $2.36 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the II-A Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $688,344 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the II-A Partnership recognizing similar gains totaling $59,998. The II-A Partnership recognized a gas contract settlement in the amount of $1,710,190 during the nine months ended September 30, 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during the nine months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $241,017 (18.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, and (iii) workover expenses incurred on two significant wells during the nine months ended September 30, 1997 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 36.1% for the nine months ended September 30, 1998 from 31.9% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $41,319 (7.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 17.8% for the nine months ended September 30, 1998 from 13.8% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. 44 The II-A Partnership recognized a non-cash charge against earnings of $684,276 during the nine months ended September 30, 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 impairment 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 Partnerships' partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the nine months ended September 30, 1998. General and administrative expenses decreased $15,682 (3.4%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 14.7% for the nine months ended September 30, 1998 from 11.0% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $44,406,357 or 91.70% of the Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $543,938 $785,354 Oil and gas production expenses $244,129 $287,494 Barrels produced 12,625 16,796 Mcf produced 231,444 257,519 Average price/Bbl $ 11.88 $ 16.08 Average price/Mcf $ 1.70 $ 2.00 As shown in the table above, total oil and gas sales decreased $241,416 (30.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $67,000 and $52,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $53,000 and $69,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,171 barrels and 26,075 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. 45 The decrease in volumes of oil sold resulted primarily from (i) the sale of several wells during 1997 and early 1998, (ii) normal declines in production due to diminishing reserves on several wells, and (iii) a negative prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1998. The decrease in volumes of gas sold resulted primarily from positive prior period volume adjustments made by purchasers on several wells during the three months ended September 30, 1997 and one significant well being shut-in during the three months ended September 30, 1998 in order to conduct a workover in an effort to improve the recovery of reserves. Average oil and gas prices decreased to $11.88 per barrel and $1.70 per Mcf, respectively, for the three months ended September 30, 1998 from $16.08 per barrel and $2.00 per Mcf, respectively, for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $43,365 (15.1%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) workover expenses incurred on two significant wells during the three months ended September 30, 1997 in order to improve the recovery of reserves and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 44.9% for the three months ended September 30, 1998 from 36.6% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $33,842 (26.1%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 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 17.6% for the three months ended September 30, 1998 from 16.5% for the three months ended September 30, 1997. 46 General and administrative expenses increased $8,218 (8.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 19.0% for the three months ended September 30, 1998 from 12.1% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,973,911 $2,844,739 Oil and gas production expenses $ 749,978 $ 897,065 Barrels produced 41,381 51,265 Mcf produced 703,731 774,730 Average price/Bbl $ 14.09 $ 19.31 Average price/Mcf $ 1.98 $ 2.39 As shown in the table above, total oil and gas sales decreased $870,828 (30.6%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $191,000 and $170,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $216,000 and $294,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 9,884 barrels and 70,999 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production due to diminishing reserves on several wells, (ii) the sale of several wells in 1997 and early 1998, and (iii) negative prior period volume adjustments made by the purchasers on two significant wells during the nine months ended September 30, 1998. Average oil and gas prices decreased to $14.09 per barrel and $1.98 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.31 per barrel and $2.39 per Mcf, respectively, for the nine months ended September 30, 1997. The II-B Partnership recognized a gas contract settlement in the amount of $2,793,295 during the nine months ended September 30, 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during the nine months ended September 30, 1997. 47 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $147,087 (16.4%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997 and the decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 38.0% for the nine months ended September 30, 1998 from 31.5% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $94,727 (24.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 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 15.0% for the nine months ended September 30, 1998 from 13.8% for the nine months ended September 30, 1997. The II-B Partnership recognized a non-cash charge against earnings of $530,988 during the nine months ended September 30, 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 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 nine months ended September 30, 1998. 48 General and administrative expenses decreased $19,414 (5.5%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 16.9% for the nine months ended September 30, 1998 from 12.4% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $31,212,916 or 86.29% of the Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $253,933 $374,214 Oil and gas production expenses $ 90,974 $123,903 Barrels produced 4,119 5,915 Mcf produced 121,527 134,306 Average price/Bbl $ 12.28 $ 16.77 Average price/Mcf $ 1.67 $ 2.05 As shown in the table above, total oil and gas sales decreased $120,281 (32.1%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $30,000 and $26,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $18,000 and $46,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,796 barrels and 12,779 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) the sale of several wells in 1997 and early 1998 and (ii) normal declines in production due to the diminishing reserves on several wells. The decrease in volumes of gas sold resulted primarily from the sale of several wells in 1997 and early 1998. Average oil and gas prices decreased to $12.28 per barrel and $1.67 per Mcf, respectively, for the three months ended September 30, 1998 from $16.77 per barrel and $2.05 per Mcf, respectively, for the three months ended September 30, 1997. 49 As discussed in Liquidity and Capital Resources above, the II-C Partnership sold certain oil and gas properties during the three months ended September 30, 1998 and recognized a $7,362 loss on such sales. Similar sales during the three months ended September 30, 1997 resulted in the II-C Partnership recognizing gains totaling $9,147. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $32,929 (26.6%) for the three months ended 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997, (ii) a decrease in production taxes associated with the decrease in oil and gas sales, and (iii) workover expenses incurred on three significant wells during the three months ended September 30, 1997 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 35.8% for the three months ended September 30, 1998 from 33.1% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties increased $1,503 (3.0%) the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 20.5% for the three months ended September 30, 1998 from 13.5% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. General and administrative expenses increased $3,520 (8.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 17.4% for the three months ended September 30, 1998 from 10.9% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. 50 NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 -------- ---------- Oil and gas sales $896,558 $1,316,380 Oil and gas production expenses $293,796 $ 387,140 Barrels produced 12,968 17,247 Mcf produced 375,715 424,733 Average price/Bbl $ 14.05 $ 19.38 Average price/Mcf $ 1.90 $ 2.31 As shown in the table above, total oil and gas sales decreased $419,822 (31.9%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $83,000 and $113,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $69,000 and $154,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,279 barrels and 49,018 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) the sale of several wells in 1997 and early 1998 and (ii) normal declines in production due to diminishing reserves on several wells. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells in 1997 and early 1998 and (ii) a negative prior period volume adjustment made by the purchaser on one significant well during the nine months ended September 30, 1998. Average oil and gas prices decreased to $14.05 per barrel and $1.90 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.38 per barrel and $2.31 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the II-C Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $191,496 gain on such sales. Sales during the nine months ended September 30, 1997 resulted in the II-C Partnership recognizing similar gains totaling $99,495. The II-C Partnership recognized a gas contract settlement in the amount of $1,197,148 during the nine months ended September 30, 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during the nine months ended September 30, 1997. 51 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $93,344 (24.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997, (ii) a decrease in production taxes associated with the decrease in oil and gas sales, and (iii) workover expenses incurred on one well during the nine months ended September 30, 1997 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 32.8% for the nine months ended September 30, 1998 from 29.4% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties increased $4,172 (2.6%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 18.0% for the nine months ended September 30, 1998 from 12.0% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended June 30, 1997. The II-C Partnership recognized a non-cash charge against earnings of $66,617 during the nine months ended September 30, 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 nine months ended September 30, 1998. 52 General and administrative expenses decreased $8,482 (5.6%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 15.9% for the nine months ended September 30, 1998 from 11.5% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $14,221,686 or 91.98% of the Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $540,255 $865,030 Oil and gas production expenses $256,870 $308,799 Barrels produced 9,708 13,570 Mcf produced 264,360 317,094 Average price/Bbl $ 12.71 $ 17.24 Average price/Mcf $ 1.58 $ 1.99 As shown in the table above, total oil and gas sales decreased $324,775 (37.5%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $67,000 and $105,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $44,000 and $109,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,862 barrels and 52,734 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) the sale of several wells in 1997 and early 1998 and (ii) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells in 1997 and early 1998 and (ii) receipt of a reduced percentage of sales on one significant well during the three months ended September 30, 1998 due to the II-D Partnership's overproduced position in that well. Average oil and gas prices decreased to $12.71 per barrel and $1.58 per Mcf, respectively, for the three months ended September 30, 1998 from $17.24 per barrel and $1.99 per Mcf, respectively, for the three months ended September 30, 1997. 53 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $51,929 (16.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales and a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, which decreases were partially offset by workover expenses incurred on one significant well during the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses increased to 47.5% for the three months ended September 30, 1998 from 35.7% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $24,068 (17.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30 1997. As a percentage of oil and gas sales, this expense increased to 20.5% for the three months ended September 30, 1998 from 15.6% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30 1997. General and administrative expenses increased $8,615 (10.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This increase resulted primarily from an increase in legal expenses associated with the gas contract settlement discussed above for the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses increased to 16.7% for the three months ended September 30, 1998 from 9.4% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. 54 NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,885,766 $3,144,982 Oil and gas production expenses $ 845,153 $1,004,330 Barrels produced 30,202 39,108 Mcf produced 803,674 1,076,384 Average price/Bbl $ 13.30 $ 19.20 Average price/Mcf $ 1.85 $ 2.22 As shown in the table above, total oil and gas sales decreased $1,259,216 (40.0%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $171,000 and $607,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $178,000 and $303,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 8,906 barrels and 272,710 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) the sale of several wells in 1997 and early 1998 and (ii) normal declines in production due to diminishing reserves on several wells. The decrease in volumes of gas sold resulted primarily from (i) the sale of a several wells in 1997 and early 1998, (ii) positive prior period volume adjustments made by the purchasers on two significant wells during the nine months ended September 30, 1997, and (iii) normal declines in production due to diminishing reserves on several wells. Average oil and gas prices decreased to $13.30 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.20 per barrel and $2.22 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the II-D Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $518,545 gain on such sales. Sales during the nine months ended September 30, 1997 resulted in the II-D Partnership recognizing similar gains totaling $97,096. The II-D Partnership recognized a gas contact settlement in the amount of $3,033,646 during the nine months ended September 30, 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during the nine months ended September 30, 1997. 55 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $159,177 (15.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales and a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, which decreases were partially offset by workover expenses incurred on several wells during the nine months ended September 30, 1998 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 44.8% for the nine months ended September 30, 1998 from 31.9% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $105,420 (23.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30 1997. As a percentage of oil and gas sales, this expense increased to 17.9% for the nine months ended September 30, 1998 from 14.1% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The II-D Partnership recognized a non-cash charge against earnings of $143,957 during the nine months ended September 30, 1997. This impairment provision was necessary due to the 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 nine months ended September 30, 1998. General and administrative expenses decreased $21,120 (6.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 15.4% for the nine months ended September 30, 1998 from 9.9% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $28,075,903 or 89.16% of Limited Partners' capital contributions. 56 II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $366,664 $591,192 Oil and gas production expenses $147,182 $161,447 Barrels produced 10,767 10,638 Mcf produced 142,090 197,851 Average price/Bbl $ 13.05 $ 17.96 Average price/Mcf $ 1.59 $ 2.02 As shown in the table above, total oil and gas sales decreased $224,528 (38.0%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $53,000 and $61,000, respectively, were related to decreases in the average prices of oil and gas sold and approximately $113,000 was related to a decrease in the volumes of gas sold. Volumes of oil sold increased 129 barrels, while volumes of gas sold decreased 55,761 Mcf for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from (i) the receipt of a reduced percentage of sales on one significant well during the three months ended September 30, 1998 due to the II-E Partnership's overproduced position in that well, (ii) normal declines in production on several wells due to diminishing reserves, and (iii) the sale of several wells during 1997 and early 1998. Average oil and gas prices decreased to $13.05 per barrel and $1.59 per Mcf, respectively, for the three months ended September 30, 1998 from $17.96 per barrel and $2.02 per Mcf, respectively, for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $14,265 (8.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales and a decrease in lease operating expenses related to the decrease in volumes of gas sold, which decrease was partially offset by workover expenses incurred on one significant well during the three months ended September 30, 1998 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 40.1% for the three months ended September 30, 1998 from 27.3% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average 57 prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997 and the workover expenses incurred during the three months ended September 30, 1998. Depreciation, depletion, and amortization of oil and gas properties decreased $30,723 (19.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from the decrease in volumes of gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 33.7% for the three months ended September 30, 1998 from 26.1% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. General and administrative expenses increased $15,483 (31.0%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This increase resulted primarily from an increase in legal expenses associated with the gas contract settlement discussed above during the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses increased to 17.9% for the three months ended September 30, 1998 from 8.5% for the three months ended September 30, 1997. This percentage increase was primarily due to the dollar increase in general and administrative expenses and decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,257,494 $1,971,161 Oil and gas production expenses $ 454,429 $ 670,416 Barrels produced 29,489 33,798 Mcf produced 462,132 594,549 Average price/Bbl $ 13.79 $ 19.41 Average price/Mcf $ 1.84 $ 2.21 As shown in the table above, total oil and gas sales decreased $713,667 (36.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $84,000 and $293,000, respectively, were related to decreases in 58 volumes of oil and gas sold and approximately $166,000 and $171,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,309 barrels and 132,417 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decreases in volumes of oil and gas sold resulted primarily from normal declines in production due to diminishing reserves on several wells and the sale of several wells during 1997 and early 1998. Average oil and gas prices decreased to $13.79 per barrel and $1.84 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.41 per barrel and $2.21 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the II-E Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $326,675 gain on such sales. Sales during the nine months ended September 30, 1997 resulted in the II-E Partnership recognizing similar gains totaling $52,735. The II-E Partnership recognized a gas contract settlement in the amount of $6,159,355 during the nine months ended September 30, 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during the nine months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $215,987 (32.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, and (iii) workover expenses incurred on one significant well during the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 36.1% for the nine months ended September 30, 1998 from 34.0% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. 59 Depreciation, depletion, and amortization of oil and gas properties decreased $88,057 (18.7%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 30.4% for the nine months ended September 30, 1998 from 23.9% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The II-E Partnership recognized a non-cash charge against earnings of $992,851 during the nine months ended September 30, 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 charges were necessary during the nine months ended September 30, 1998. General and administrative expenses decreased $36,323 (14.5%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from a decrease in legal expenses associated with the gas contract settlement discussed above during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 17.1% for the nine months ended September 30, 1998 from 12.7% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $16,324,574 or 71.34% of Limited Partners' capital contributions. 60 II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $266,881 $498,151 Oil and gas production expenses $ 89,460 $ 94,319 Barrels produced 7,692 11,202 Mcf produced 120,405 149,512 Average price/Bbl $ 11.07 $ 17.66 Average price/Mcf $ 1.51 $ 2.01 As shown in the table above, total oil and gas sales decreased $231,270 (46.4%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $62,000 and $58,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $51,000 and $60,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,510 barrels and 29,107 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decreases in volumes of oil and gas sold resulted primarily from the sale of several wells during 1997 and early 1998. Average oil and gas prices decreased to $11.07 per barrel and $1.51 per Mcf, respectively, for the three months ended September 30, 1998 from $17.66 per barrel and $2.01 per Mcf, respectively, for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $4,859 (5.2%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 33.5% for the three months ended September 30, 1998 from 18.9% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $25,414 (24.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 28.9% for the 61 three months ended September 30, 1998 from 20.6% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. General and administrative expenses increased $914 (1.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 18.4% for the three months ended September 30, 1998 from 9.7% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,087,834 $1,674,566 Oil and gas production expenses $ 292,323 $ 356,815 Barrels produced 28,477 35,072 Mcf produced 378,224 440,529 Average price/Bbl $ 13.93 $ 18.92 Average price/Mcf $ 1.83 $ 2.30 As shown in the table above, total oil and gas sales decreased $586,732 (35.0%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $125,000 and $143,000 respectively, were related to decreases in volumes of oil and gas sold and approximately $142,000 and $177,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 6,595 barrels and 62,305 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil and gas sold resulted primarily from the sale of several wells during 1997 and early 1998. Average oil and gas prices decreased to $13.93 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1998 from $18.92 per barrel and $2.30 per Mcf, respectively, for the nine months ended September 30, 1997. 62 As discussed in Liquidity and Capital Resources above, the II-F Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $654,302 gain on such sales. Sales during the nine months ended September 30, 1997 resulted in the II-F Partnership recognizing similar gains totaling $170,970. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $64,492 (18.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales and a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 26.9% for the nine months ended September 30, 1998 from 21.3% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $53,714 (17.4%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 23.4% for the nine months ended September 30, 1998 from 18.4% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The II-F Partnership recognized a non-cash charge against earnings of $1,377,160 during the nine months ended September 30, 1997. Of this amount, $208,255 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 $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-E Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charges were necessary during the nine months ended September 30, 1998. 63 General and administrative expenses decreased $2,056 (1.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 14.3% for the nine months ended September 30, 1998 from 9.4% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $16,847,051 or 98.29% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- ---------- Oil and gas sales $561,811 $1,057,832 Oil and gas production expenses $191,369 $ 201,928 Barrels produced 16,107 23,506 Mcf produced 253,227 318,866 Average price/Bbl $ 11.03 $ 17.66 Average price/Mcf $ 1.52 $ 2.02 As shown in the table above, total oil and gas sales decreased $496,021 (46.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $131,000 and $132,000, respectively, were related to decreases in volumes oil and gas sold and approximately $107,000 and $126,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 7,399 barrels and 65,639 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from the sale of several wells during 1997 and early 1998. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells in 1997 and early 1998 and (ii) negative prior period volume adjustments made by the purchaser on two significant wells during the three months ended September 30, 1998. Average oil and gas prices decreased to $11.03 per barrel and $1.52 per Mcf, respectively, for the three months ended September 30, 1998 from $17.66 per barrel and $2.02 per Mcf, respectively, for the three months ended September 30, 1997. 64 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $10,559 (5.2%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales, which decrease was partially offset by workover expenses incurred on two significant wells during the three months ended September 30, 1998 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 34.1% for the three months ended September 30, 1998 from 19.1% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $59,778 (26.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 29.1% for the three months ended September 30, 1998 from 21.1% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. General and administrative expenses increased $1,974 (1.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 19.0% for the three months ended September 30, 1998 from 9.9% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. 65 NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $2,310,367 $3,575,321 Oil and gas production expenses $ 625,597 $ 775,531 Barrels produced 59,757 73,655 Mcf produced 806,717 945,548 Average price/Bbl $ 13.92 $ 18.92 Average price/Mcf $ 1.83 $ 2.31 As shown in the table above, total oil and gas sales decreased $1,264,954 (35.4%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $263,000 and $320,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $299,000 and $383,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 13,898 barrels and 138,831 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decreases in volumes of oil and gas sold resulted primarily from the sale of several wells during 1997 and early 1998. Average oil and gas prices decreased to $13.92 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1998 from $18.92 per barrel and $2.31 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the II-G Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $1,368,785 gain on such sales. Sales during the nine months ended September 30, 1997 resulted in the II-G Partnership recognizing similar gains totaling $338,421. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $149,934 (19.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales and a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 27.1% for the nine months ended September 30, 1998 from 21.7% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of 66 oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $129,138 (19.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 23.5% for the nine months ended September 30, 1998 from 18.8% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The II-G Partnership recognized a non-cash charge against earnings of $3,101,656 during the nine months ended September 30, 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 charges were necessary during the nine months ended September 30, 1998. General and administrative expenses decreased $4,388 (1.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 14.6% for the nine months ended September 30, 1998 from 9.6% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $34,721,371 or 93.29% of Limited Partners' capital contributions. 67 II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $136,780 $251,228 Oil and gas production expenses $ 46,496 $ 48,760 Barrels produced 3,736 5,463 Mcf produced 61,996 76,662 Average price/Bbl $ 10.95 $ 17.66 Average price/Mcf $ 1.55 $ 2.02 As shown in the table above, total oil and gas sales decreased $114,448 (45.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $30,000 and $30,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $25,000 and $29,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,727 barrels and 14,666 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from the sale of several wells during 1997 and early 1998. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells during 1997 and early 1998 and (ii) negative prior period volume adjustments made by purchasers on two significant wells during the three months ended September 30, 1998. Average oil and gas prices decreased to $10.95 per barrel and $1.55 per Mcf, respectively, for the three months ended September 30, 1998 from $17.66 per barrel and $2.02 per Mcf, respectively, for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $2,264 (4.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales, which decrease was partially offset by workover expenses on two significant wells during the three months ended September 30, 1998 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 34.0% for the three months ended September 30, 1998 from 19.4% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three 68 months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $14,206 (26.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 28.3% for the three months ended September 30, 1998 from 21.1% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. General and administrative expenses increased $485 (1.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 19.2% for the three months ended September 30, 1998 from 10.3% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 -------- -------- Oil and gas sales $549,753 $861,261 Oil and gas production expenses $151,009 $192,891 Barrels produced 13,887 17,129 Mcf produced 193,275 230,796 Average price/Bbl $ 13.90 $ 18.92 Average price/Mcf $ 1.85 $ 2.33 As shown in the table above, total oil and gas sales decreased $311,508 (36.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $61,000 and $87,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $70,000 and $93,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,242 barrels and 37,521 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decreases in volumes of oil and gas sold resulted primarily from the sale of several wells during 1997 and early 1998. Average oil 69 and gas prices decreased to $13.90 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1998 from $18.92 per barrel and $2.33 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the II-H Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $314,187 gain on such sales. Sales during the nine months ended September 30, 1997 resulted in the II-H Partnership recognizing similar gains totaling $77,387. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $41,882 (21.7%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales and a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 27.5% for the nine months ended September 30, 1998 from 22.4% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $34,451 (21.4%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, this expense increased to 23.1% for the nine months ended September 30, 1998 from 18.7% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The II-H Partnership recognized a non-cash charge against earnings of $785,220 during the nine months ended September 30, 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 70 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 charges were necessary during the nine months ended September 30, 1998. General and administrative expenses decreased $1,046 (1.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 15.2% for the nine months ended September 30, 1998 from 9.8% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $8,082,364 or 88.13% of Limited Partners' capital contributions. 71 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule containing summary financial information extracted from the II-A Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 72 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. 1. Current Report on Form 8-K filed during the third quarter of 1998: Date of Event: June 24, 1998 Date filed with SEC: July 1, 1998 Items Included: Item 5 - Other Events 2. Current Report on Form 8-K filed during the third quarter of 1998: Date of Event: July 30, 1998 Date filed with SEC: August 5, 1998 Items Included: Item 5 - Other Events 73 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: November 13, 1998 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 13, 1998 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer 74 INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-A's financial statements as of September 30, 1998 and for the nine months ended September 30, 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 September 30, 1998 and for the nine months ended September 30, 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 September 30, 1998 and for the nine months ended September 30, 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 September 30, 1998 and for the nine months ended September 30, 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 September 30, 1998 and for the nine months ended September 30, 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 September 30, 1998 and for the nine months ended September 30, 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 September 30, 1998 and for the nine months ended September 30, 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 September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. All other exhibits are omitted as inapplicable. 75