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, 1999 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, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 697,002 $ 213,480 Accounts receivable: Oil and gas sales 694,600 506,282 ---------- ---------- Total current assets $1,391,602 $ 719,762 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,644,038 4,109,296 DEFERRED CHARGE 701,486 701,486 ---------- ---------- $5,737,126 $5,530,544 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 77,284 $ 171,762 Gas imbalance payable 125,904 125,904 ---------- ---------- Total current liabilities $ 203,188 $ 297,666 ACCRUED LIABILITY $ 180,325 $ 180,325 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 377,394) ($ 417,336) Limited Partners, issued and outstanding, 484,283 units 5,731,007 5,469,889 ---------- ---------- Total Partners' capital $5,353,613 $5,052,553 ---------- ---------- $5,737,126 $5,530,544 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- REVENUES: Oil and gas sales $1,135,642 $1,092,544 Interest income 5,895 22,091 Gain on sale of oil and gas properties 1,237 35,623 ---------- ---------- $1,142,774 $1,150,258 COSTS AND EXPENSES: Lease operating $ 214,199 $ 311,930 Production tax 71,176 69,778 Depreciation, depletion, and amortization of oil and gas properties 175,328 214,594 General and administrative (Note 2) 134,000 138,442 ---------- ---------- $ 594,703 $ 734,744 ---------- ---------- NET INCOME $ 548,071 $ 415,514 ========== ========== GENERAL PARTNER - NET INCOME $ 34,122 $ 28,255 ========== ========== LIMITED PARTNERS - NET INCOME $ 513,949 $ 387,259 ========== ========== NET INCOME per unit $ 1.06 $ .80 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ---------- REVENUES: Oil and gas sales $2,629,667 $3,025,364 Interest income 10,585 40,695 Gain on sale of oil and gas properties 1,237 688,344 Insurance settlement 202,500 - Contract settlement income - 1,710,190 ---------- ---------- $2,843,989 $5,464,593 COSTS AND EXPENSES: Lease operating $ 772,355 $ 908,775 Production tax 144,189 184,851 Depreciation, depletion, and amortization of oil and gas properties 463,573 538,091 General and administrative (Note 2) 441,628 443,790 ---------- ---------- $1,821,745 $2,075,507 ---------- ---------- NET INCOME $1,022,244 $3,389,086 ========== ========== GENERAL PARTNER - NET INCOME $ 69,126 $ 188,943 ========== ========== LIMITED PARTNERS - NET INCOME $ 953,118 $3,200,143 ========== ========== NET INCOME per unit $ 1.97 $ 6.61 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,022,244 $3,389,086 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 463,573 538,091 Gain on sale of oil and gas properties ( 1,237) ( 688,344) (Increase) decrease in accounts receivable - oil and gas sales ( 188,318) 380,089 Decrease in accounts receivable - other - 20,975 Decrease in accounts payable ( 94,478) ( 138,877) ---------- ---------- Net cash provided by operating activities $1,201,784 $3,501,020 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 9,141) ($ 22,565) Proceeds from sale of oil and gas properties 12,063 784,540 ---------- ---------- Net cash provided by investing activities $ 2,922 $ 761,975 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 721,184) ($2,623,964) ---------- ---------- Net cash used by financing activities ($ 721,184) ($2,623,964) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 483,522 $1,639,031 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 213,480 830,584 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 697,002 $2,469,615 ========== ========== 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, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 435,223 $ 107,021 Accounts receivable: Oil and gas sales 477,261 328,334 ---------- ---------- Total current assets $ 912,484 $ 435,355 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,256,067 2,569,828 DEFERRED CHARGE 179,833 179,833 ---------- ---------- $3,348,384 $3,185,016 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 58,675 $ 77,383 Gas imbalance payable 19,790 19,790 ---------- ---------- Total current liabilities $ 78,465 $ 97,173 ACCRUED LIABILITY $ 98,681 $ 98,681 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 294,417) ($ 320,234) Limited Partners, issued and outstanding, 361,719 units 3,465,655 3,309,396 ---------- ---------- Total Partners' capital $3,171,238 $2,989,162 ---------- ---------- $3,348,384 $3,185,016 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- -------- REVENUES: Oil and gas sales $812,462 $543,938 Interest income 3,131 24,180 Gain on sale of oil and gas properties - 3,649 -------- -------- $815,593 $571,767 COSTS AND EXPENSES: Lease operating $162,365 $210,925 Production tax 58,135 33,204 Depreciation, depletion, and amortization of oil and gas properties 107,581 95,742 General and administrative (Note 2) 100,087 103,430 -------- -------- $428,168 $443,301 -------- -------- NET INCOME $387,425 $128,466 ======== ======== GENERAL PARTNER - NET INCOME $ 23,518 $ 9,044 ======== ======== LIMITED PARTNERS - NET INCOME $363,907 $119,422 ======== ======== NET INCOME per unit $ 1.01 $ .33 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ---------- REVENUES: Oil and gas sales $1,898,187 $1,973,911 Interest income 5,515 33,865 Gain on sale of oil and gas properties - 66,824 Contract settlement income - 2,793,295 ---------- ---------- $1,903,702 $4,867,895 COSTS AND EXPENSES: Lease operating $ 590,298 $ 630,942 Production tax 122,224 119,036 Depreciation, depletion, and amortization of oil and gas properties 292,007 296,713 General and administrative (Note 2) 329,001 333,336 ---------- ---------- $1,333,530 $1,380,027 ---------- ---------- NET INCOME $ 570,172 $3,487,868 ========== ========== GENERAL PARTNER - NET INCOME $ 39,913 $ 184,569 ========== ========== LIMITED PARTNERS - NET INCOME $ 530,259 $3,303,299 ========== ========== NET INCOME per unit $ 1.47 $ 9.13 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $570,172 $3,487,868 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 292,007 296,713 Gain on sale of oil and gas properties - ( 66,824) (Increase) decrease in accounts receivable - oil and gas sales ( 148,927) 215,440 Decrease in accounts payable ( 18,708) ( 76,708) -------- ---------- Net cash provided by operating activities $694,544 $3,856,489 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 1,454) ($ 43,519) Proceeds from sale of oil and gas properties 23,208 78,394 -------- ---------- Net cash provided by investing activities $ 21,754 $ 34,875 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($388,096) ($1,591,911) -------- ---------- Net cash used by financing activities ($388,096) ($1,591,911) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $328,202 $2,299,453 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 107,021 644,574 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $435,223 $2,944,027 ======== ========== 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, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 226,879 $ 66,617 Accounts receivable: Oil and gas sales 230,734 157,275 ---------- ---------- Total current assets $ 457,613 $ 223,892 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,220,783 1,382,430 DEFERRED CHARGE 153,412 153,412 ---------- ---------- $1,831,808 $1,759,734 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 24,670 $ 29,848 Gas imbalance payable 38,249 38,249 ---------- ---------- Total current liabilities $ 62,919 $ 68,097 ACCRUED LIABILITY $ 59,308 $ 59,308 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 119,171) ($ 133,264) Limited Partners, issued and outstanding, 154,621 units 1,828,752 1,765,593 ---------- ---------- Total Partners' capital $1,709,581 $1,632,329 ---------- ---------- $1,831,808 $1,759,734 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $379,273 $253,933 Interest income 1,808 10,759 Loss on sale of oil and gas properties - ( 7,362) -------- -------- $381,081 $257,330 COSTS AND EXPENSES: Lease operating $ 65,164 $ 75,529 Production tax 26,752 15,445 Depreciation, depletion, and amortization of oil and gas properties 59,416 52,158 General and administrative (Note 2) 42,780 44,210 -------- -------- $194,112 $187,342 -------- -------- NET INCOME $186,969 $ 69,988 ======== ======== GENERAL PARTNER - NET INCOME $ 23,864 $ 5,048 ======== ======== LIMITED PARTNERS - NET INCOME $163,105 $ 64,940 ======== ======== NET INCOME per unit $ 1.06 $ .42 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $903,938 $ 896,558 Interest income 3,668 17,869 Gain on sale of oil and gas properties 47 191,496 Contract settlement income - 1,197,148 -------- ---------- $907,653 $2,303,071 COSTS AND EXPENSES: Lease operating $227,596 $ 235,610 Production tax 69,002 58,186 Depreciation, depletion, and amortization of oil and gas properties 163,546 161,756 General and administrative (Note 2) 141,385 142,940 -------- ---------- $601,529 $ 598,492 -------- ---------- NET INCOME $306,124 $1,704,579 ======== ========== GENERAL PARTNER - NET INCOME $ 44,965 $ 90,806 ======== ========== LIMITED PARTNERS - NET INCOME $261,159 $1,613,773 ======== ========== NET INCOME per unit $ 1.69 $ 10.44 ======== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $306,124 $1,704,579 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 163,546 161,756 Gain on sale of oil and gas properties ( 47) ( 191,496) (Increase) decrease in accounts receivable - oil and gas sales ( 73,459) 115,388 Decrease in accounts receivable - other - 1,931 Decrease in accounts payable ( 5,178) ( 7,550) -------- ---------- Net cash provided by operating activities $390,986 $1,784,608 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,587) ($ 18,306) Proceeds from sale of oil and gas properties 8,735 274,913 -------- ---------- Net cash provided (used) by investing activities ($ 1,852) $ 256,607 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($228,872) ($1,096,886) -------- ---------- Net cash used by financing activities ($228,872) ($1,096,886) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $160,262 $ 944,329 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 66,617 358,095 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $226,879 $1,302,424 ======== ========== 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, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 440,515 $ 311,556 Accounts receivable: Oil and gas sales 485,046 342,433 ---------- ---------- Total current assets $ 925,561 $ 653,989 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,436,293 2,726,713 DEFERRED CHARGE 614,207 614,207 ---------- ---------- $3,976,061 $3,994,909 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 56,998 $ 67,934 Gas imbalance payable 149,648 149,648 ---------- ---------- Total current liabilities $ 206,646 $ 217,582 ACCRUED LIABILITY $ 206,215 $ 206,215 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 220,455) ($ 247,182) Limited Partners, issued and outstanding, 314,878 units 3,783,655 3,818,294 ---------- ---------- Total Partners' capital $3,563,200 $3,571,112 ---------- ---------- $3,976,061 $3,994,909 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $705,104 $540,255 Interest income 3,898 27,851 Gain on sale of oil and gas properties - 9,650 Contract settlement income - 363 -------- -------- $709,002 $578,119 COSTS AND EXPENSES: Lease operating $144,496 $222,073 Production tax 48,457 34,797 Depreciation, depletion, and amortization of oil and gas properties 102,835 110,762 General and administrative (Note 2) 87,122 90,053 -------- -------- $382,910 $457,685 -------- -------- NET INCOME $326,092 $120,434 ======== ======== GENERAL PARTNER - NET INCOME $ 41,475 $ 9,060 ======== ======== LIMITED PARTNERS - NET INCOME $284,617 $111,374 ======== ======== NET INCOME per unit $ .90 $ .36 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- REVENUES: Oil and gas sales $1,831,319 $1,885,766 Interest income 9,785 47,221 Gain on sale of oil and gas properties 36,944 518,545 Contract settlement income - 3,033,646 ---------- ---------- $1,878,048 $5,485,178 COSTS AND EXPENSES: Lease operating $ 590,571 $ 707,939 Production tax 137,156 137,214 Depreciation, depletion, and amortization of oil and gas properties 307,251 338,145 General and administrative (Note 2) 286,856 290,356 ---------- ---------- $1,321,834 $1,473,654 ---------- ---------- NET INCOME $ 556,214 $4,011,524 ========== ========== GENERAL PARTNER - NET INCOME $ 76,853 $ 211,741 ========== ========== LIMITED PARTNERS - NET INCOME $ 479,361 $3,799,783 ========== ========== NET INCOME per unit $ 1.52 $ 12.07 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 -------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $556,214 $4,011,524 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 307,251 338,145 Gain on sale of oil and gas properties ( 36,944) ( 518,545) (Increase) decrease in accounts receivable - oil and gas sales ( 142,613) 346,446 Increase in accounts receivable - General Partner - ( 363) Decrease in accounts receivable - other - 20,267 Decrease in accounts payable ( 10,936) ( 8,641) -------- ---------- Net cash provided by operating activities $672,972 $4,188,833 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 16,831) ($ 1,639) Proceeds from sale of oil and gas properties 36,944 698,504 -------- ---------- Net cash provided by investing activities $ 20,113 $ 696,865 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($564,126) ($2,724,865) -------- ---------- Net cash used by financing activities ($564,126) ($2,724,865) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $128,959 $2,160,833 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 311,556 1,151,142 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $440,515 $3,311,975 ======== ========== 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, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 380,420 $ 376,779 Accounts receivable: Oil and gas sales 339,344 220,028 ---------- ---------- Total current assets $ 719,764 $ 596,807 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,059,750 2,388,613 DEFERRED CHARGE 275,532 275,532 ---------- ---------- $3,055,046 $3,260,952 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 30,321 $ 38,881 Gas imbalance payable 148,458 148,458 ---------- ---------- Total current liabilities $ 178,779 $ 187,339 ACCRUED LIABILITY $ 81,050 $ 81,050 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 156,177) ($ 173,306) Limited Partners, issued and outstanding, 228,821 units 2,951,394 3,165,869 ---------- ---------- Total Partners' capital $2,795,217 $2,992,563 ---------- ---------- $3,055,046 $3,260,952 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- -------- REVENUES: Oil and gas sales $490,849 $366,664 Interest income 3,827 52,456 Gain on sale of oil and gas properties - 6,200 Contract settlement income - 736 -------- -------- $494,676 $426,056 COSTS AND EXPENSES: Lease operating $ 90,976 $120,322 Production tax 36,311 26,860 Depreciation, depletion, and amortization of oil and gas properties 104,784 123,671 General and administrative (Note 2) 63,315 65,460 -------- -------- $295,386 $336,313 -------- -------- NET INCOME $199,290 $ 89,743 ======== ======== GENERAL PARTNER - NET INCOME $ 28,977 $ 6,811 ======== ======== LIMITED PARTNERS - NET INCOME $170,313 $ 82,932 ======== ======== NET INCOME per unit $ .75 $ .36 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- REVENUES: Oil and gas sales $1,294,093 $1,257,494 Interest income 9,926 63,149 Gain on sale of oil and gas properties 23,406 326,675 Contract settlement income - 6,159,355 ---------- ---------- $1,327,425 $7,806,673 COSTS AND EXPENSES: Lease operating $ 297,620 $ 363,625 Production tax 90,873 90,804 Depreciation, depletion, and amortization of oil and gas properties 330,819 382,374 General and administrative (Note 2) 208,877 214,935 ---------- ---------- $ 928,189 $1,051,738 ---------- ---------- NET INCOME $ 399,236 $6,754,935 ========== ========== GENERAL PARTNER - NET INCOME $ 47,711 $ 349,884 ========== ========== LIMITED PARTNERS - NET INCOME $ 351,525 $6,405,051 ========== ========== NET INCOME per unit $ 1.54 $ 27.99 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $399,236 $6,754,935 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 330,819 382,374 Gain on sale of oil and gas properties ( 23,406) ( 326,675) (Increase) decrease in accounts receivable - oil and gas sales ( 119,316) 230,047 Increase in accounts receivable - General Partner - ( 736) Decrease in accounts receivable - other - 110 Decrease in accounts payable ( 8,560) ( 61,753) -------- ---------- Net cash provided by operating activities $578,773 $6,978,302 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,785) ($ 110,926) Proceeds from sale of oil and gas properties 27,235 356,006 -------- ---------- Net cash provided by investing activities $ 21,450 $ 245,080 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($596,582) ($1,584,587) -------- ---------- Net cash used by financing activities ($596,582) ($1,584,587) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 3,641 $5,638,795 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 376,779 670,777 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $380,420 $6,309,572 ======== ========== 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, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 243,149 $ 153,240 Accounts receivable: Oil and gas sales 301,367 187,525 ---------- ---------- Total current assets $ 544,516 $ 340,765 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,830,142 2,086,592 DEFERRED CHARGE 46,373 46,373 ---------- ---------- $2,421,031 $2,473,730 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 21,912 $ 24,007 Gas imbalance payable 4,233 4,233 ---------- ---------- Total current liabilities $ 26,145 $ 28,240 ACCRUED LIABILITY $ 24,995 $ 24,995 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 109,466) ($ 144,763) Limited Partners, issued and outstanding, 171,400 units 2,479,357 2,565,258 ---------- ---------- Total Partners' capital $2,369,891 $2,420,495 ---------- ---------- $2,421,031 $2,473,730 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $454,356 $266,881 Interest income 1,950 6,023 Loss on sale of oil and gas properties - ( 1,643) -------- -------- $456,306 $271,261 COSTS AND EXPENSES: Lease operating $ 67,499 $ 69,935 Production tax 26,867 19,525 Depreciation, depletion, and amortization of oil and gas properties 75,359 77,170 General and administrative (Note 2) 47,427 49,088 -------- -------- $217,152 $215,718 -------- -------- NET INCOME $239,154 $ 55,543 ======== ======== GENERAL PARTNER - NET INCOME $ 30,502 $ 5,563 ======== ======== LIMITED PARTNERS - NET INCOME $208,652 $ 49,980 ======== ======== NET INCOME per unit $ 1.22 $ .30 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- REVENUES: Oil and gas sales $1,225,529 $1,087,834 Interest income 5,125 16,066 Gain on sale of oil and gas properties 1,203 654,302 ---------- ---------- $1,231,857 $1,758,202 COSTS AND EXPENSES: Lease operating $ 257,961 $ 218,337 Production tax 73,494 73,986 Depreciation, depletion, and amortization of oil and gas properties 269,059 254,409 General and administrative (Note 2) 156,008 155,874 ---------- ---------- $ 756,522 $ 702,606 ---------- ---------- NET INCOME $ 475,335 $1,055,596 ========== ========== GENERAL PARTNER - NET INCOME $ 71,236 $ 62,153 ========== ========== LIMITED PARTNERS - NET INCOME $ 404,099 $ 993,443 ========== ========== NET INCOME per unit $ 2.36 $ 5.80 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 -------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $475,335 $1,055,596 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 269,059 254,409 Gain on sale of oil and gas properties ( 1,203) ( 654,302) (Increase) decrease in accounts receivable - oil and gas sales ( 113,842) 170,245 Decrease in accounts receivable - other - 43 Decrease in accounts payable ( 2,095) ( 40,416) -------- ---------- Net cash provided by operating activities $627,254 $ 785,575 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 17,239) ($ 34,281) Proceeds from sale of oil and gas properties 5,833 717,457 -------- ---------- Net cash provided (used) by investing activities ($ 11,406) $ 683,176 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($525,939) ($2,004,865) -------- ---------- Net cash used by financing activities ($525,939) ($2,004,865) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 89,909 ($ 536,114) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 153,240 741,852 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $243,149 $ 205,738 ======== ========== 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, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 502,847 $ 333,168 Accounts receivable: Oil and gas sales 634,674 398,538 ---------- ---------- Total current assets $1,137,521 $ 731,706 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,944,416 4,492,141 DEFERRED CHARGE 101,955 101,955 ---------- ---------- $5,183,892 $5,325,802 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 47,085 $ 51,385 Gas imbalance payable 9,029 9,029 ---------- ---------- Total current liabilities $ 56,114 $ 60,414 ACCRUED LIABILITY $ 57,830 $ 57,830 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 273,282) ($ 304,885) Limited Partners, issued and outstanding, 372,189 units 5,343,230 5,512,443 ---------- ---------- Total Partners' capital $5,069,948 $5,207,558 ---------- ---------- $5,183,892 $5,325,802 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Oil and gas sales $888,505 $561,811 Interest income 4,234 12,836 Loss on sale of oil and gas properties - ( 3,499) -------- -------- $892,739 $571,148 COSTS AND EXPENSES: Lease operating $145,415 $149,170 Production tax 54,369 42,199 Depreciation, depletion, and amortization of oil and gas properties 157,039 163,274 General and administrative (Note 2) 102,973 106,564 -------- -------- $459,796 $461,207 -------- -------- NET INCOME $432,943 $109,941 ======== ======== GENERAL PARTNER - NET INCOME $ 27,717 $ 11,386 ======== ======== LIMITED PARTNERS - NET INCOME $405,226 $ 98,555 ======== ======== NET INCOME per unit $ 1.09 $ .27 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- REVENUES: Oil and gas sales $2,593,092 $2,310,367 Interest income 11,235 34,323 Gain on sale of oil and gas properties 2,693 1,368,785 ---------- ---------- $2,607,020 $3,713,475 COSTS AND EXPENSES: Lease operating $ 551,590 $ 465,999 Production tax 156,989 159,598 Depreciation, depletion, and amortization of oil and gas properties 574,522 543,788 General and administrative (Note 2) 338,439 338,361 ---------- ---------- $1,621,540 $1,507,746 ---------- ---------- NET INCOME $ 985,480 $2,205,729 ========== ========== GENERAL PARTNER - NET INCOME $ 71,693 $ 130,322 ========== ========== LIMITED PARTNERS - NET INCOME $ 913,787 $2,075,407 ========== ========== NET INCOME per unit $ 2.46 $ 5.58 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 985,480 $2,205,729 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 574,522 543,788 Gain on sale of oil and gas properties ( 2,693) ( 1,368,785) (Increase) decrease in accounts receivable - oil and gas sales ( 236,136) 361,876 Decrease in accounts payable ( 4,300) ( 84,509) ---------- ---------- Net cash provided by operating activities $1,316,873 $1,658,099 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 36,609) ($ 74,175) Proceeds from sale of oil and gas properties 12,505 1,502,696 ---------- ---------- Net cash provided (used) by investing activities ($ 24,104) $1,428,521 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,123,090) ($4,212,085) ---------- ---------- Net cash used by financing activities ($1,123,090) ($4,212,085) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 169,679 ($1,125,465) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 333,168 1,564,325 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 502,847 $ 438,860 ========== ========== 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, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 120,620 $ 78,275 Accounts receivable: Oil and gas sales 152,247 95,260 ---------- ---------- Total current assets $ 272,867 $ 173,535 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 930,418 1,057,945 DEFERRED CHARGE 23,749 23,749 ---------- ---------- $1,227,034 $1,255,229 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 11,422 $ 12,408 ---------- ---------- Total current liabilities $ 11,422 $ 12,408 ACCRUED LIABILITY $ 12,063 $ 12,063 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 67,915) ($ 75,631) Limited Partners, issued and outstanding, 91,711 units 1,271,464 1,306,389 ---------- ---------- Total Partners' capital $1,203,549 $1,230,758 ---------- ---------- $1,227,034 $1,255,229 ========== ========== 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, 1999 AND 1998 (Unaudited) 1999 1998 -------- ---------- REVENUES: Oil and gas sales $222,185 $136,780 Interest income 906 2,866 Loss on sale of oil and gas properties - ( 836) -------- -------- $223,091 $138,810 COSTS AND EXPENSES: Lease operating $ 35,386 $ 35,793 Production tax 13,556 10,703 Depreciation, depletion, and amortization of oil and gas properties 37,057 38,690 General and administrative (Note 2) 25,373 26,255 -------- -------- $111,372 $111,441 -------- -------- NET INCOME $111,719 $ 27,369 ======== ======== GENERAL PARTNER - NET INCOME $ 7,023 $ 2,772 ======== ======== LIMITED PARTNERS - NET INCOME $104,696 $ 24,597 ======== ======== NET INCOME per unit $ 1.14 $ .27 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Oil and gas sales $618,940 $549,753 Interest income 2,356 7,688 Gain on sale of oil and gas properties 700 314,187 -------- -------- $621,996 $871,628 COSTS AND EXPENSES: Lease operating $132,845 $111,982 Production tax 37,682 39,027 Depreciation, depletion, and amortization of oil and gas properties 133,998 126,775 General and administrative (Note 2) 83,453 83,369 -------- -------- $387,978 $361,153 -------- -------- NET INCOME $234,018 $510,475 ======== ======== GENERAL PARTNER - NET INCOME $ 16,943 $ 30,210 ======== ======== LIMITED PARTNERS - NET INCOME $217,075 $480,265 ======== ======== NET INCOME per unit $ 2.37 $ 5.24 ======== ======== 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, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $234,018 $510,475 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 133,998 126,775 Gain on sale of oil and gas properties ( 700) ( 314,187) (Increase) decrease in accounts receivable - oil and gas sales ( 56,987) 86,097 Decrease in accounts payable ( 986) ( 19,532) -------- -------- Net cash provided by operating activities $309,343 $389,628 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,711) ($ 18,222) Proceeds from sale of oil and gas properties 2,940 345,273 -------- -------- Net cash provided (used) by investing activities ($ 5,771) $327,051 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($261,227) ($978,129) -------- -------- Net cash used by financing activities ($261,227) ($978,129) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 42,345 ($261,450) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 78,275 364,502 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $120,620 $103,052 ======== ======== 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, 1999 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 1999, combined statements of operations for the three and nine months ended September 30, 1999 and 1998, and combined statements of cash flows for the nine months ended September 30, 1999 and 1998 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, 1999, the combined results of operations for the three and nine months ended September 30, 1999 and 1998, and the combined cash flows for the nine months ended September 30, 1999 and 1998. 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, 1998. The results of operations for the period ended September 30, 1999 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 proceeds are credited to oil and gas properties. -35- 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, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $ 6,557 $127,443 II-B 4,897 95,190 II-C 2,091 40,689 II-D 4,259 82,863 II-E 3,099 60,216 II-F 2,322 45,105 II-G 5,029 97,944 II-H 1,238 24,135 During the nine months ended September 30, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $59,299 $382,329 II-B 43,431 285,570 II-C 19,318 122,067 II-D 38,267 248,589 II-E 28,229 180,648 II-F 20,693 135,315 II-G 44,607 293,832 II-H 11,048 72,405 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. -36- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, 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. -37- 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, 1999 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. In August 1999, the II-A Partnership received insurance settlement proceeds in the amount of $202,500 for the costs incurred to drill the State Lease 8191 No. 4 well in St. Bernard Parish, Louisiana for the purpose of relieving pressure in another well which suffered a blowout during a workover attempt. This new well was completed as a producing gas well in 1998. The insurance proceeds amount was included in the Partnership's August 1999 cash distribution. -38- 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. Due to the volatility of oil and gas prices, forecasting future prices is subject to great uncertainty and inaccuracy. Substantially all of the Partnerships' gas reserves are being sold on the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. In addition, crude oil prices in 1998 and early 1999 were at or near their lowest level in the past decade due primarily to the global surplus of crude oil. Oil prices have since rebounded primarily due to a decrease in the global oil surplus as a result of production curtailments by several major oil producing nations. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 ---------- ---------- Oil and gas sales $1,135,642 $1,092,544 Oil and gas production expenses $ 285,375 $ 381,708 Barrels produced 19,868 19,085 Mcf produced 332,216 481,584 Average price/Bbl $ 19.28 $ 10.66 Average price/Mcf $ 2.27 $ 1.85 As shown in the table above, total oil and gas sales increased $43,098 (3.9%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $8,000 was related to an increase in volumes of oil sold and approximately $171,000 and $139,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $275,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 783 barrels, -39- while volumes of gas sold decreased 149,368 Mcf for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The decrease in volumes of gas sold was primarily due to positive prior period volume adjustments made by the purchasers on several wells during the three months ended September 30, 1998, which decreases were partially offset by a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1999. Average oil and gas prices increased to $19.28 per barrel and $2.27 per Mcf, respectively, for the three months ended September 30, 1999 from $10.66 per barrel and $1.85 per Mcf, respectively, for the three months ended September 30, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $96,333 (25.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This decrease was primarily due to (i) a positive prior period lease operating expense adjustment made by the operator on one significant well during the three months ended September 30, 1998 and (ii) workover expenses incurred on several 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 decreased to 25.1% for the three months ended September 30, 1999 from 34.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $39,266 (18.3%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This decrease was primarily due to the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense decreased to 15.4% for the three months ended September 30, 1999 from 19.6% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $4,442 (3.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 11.8% for the three months ended September 30, 1999 from 12.7% for the three months ended September 30, 1998. -40- NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 ---------- ---------- Oil and gas sales $2,629,667 $3,025,364 Oil and gas production expenses $ 916,544 $1,093,626 Barrels produced 63,543 65,533 Mcf produced 867,158 1,101,499 Average price/Bbl $ 14.49 $ 12.81 Average price/Mcf $ 1.97 $ 1.98 As shown in the table above, total oil and gas sales decreased $395,697 (13.1%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this decrease, approximately $465,000 was related to a decrease in volumes of gas sold, which decrease was partially offset by an increase of approximately $107,000 related to an increase in the average price of oil sold. Volumes of oil and gas sold decreased 1,990 barrels and 234,341 Mcf, respectively, for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the nine months ended September 30, 1998, (ii) the sale of several wells during 1998, and (iii) normal declines in production. Average oil prices increased to $14.49 per barrel for the nine months ended September 30, 1999 from $12.81 per barrel for the nine months ended September 30, 1998. Average gas prices remained relatively constant at $1.97 per Mcf for the nine months ended September 30, 1999 and $1.98 per Mcf for the nine months ended September 30, 1998. The II-A Partnership sold certain oil and gas properties during the nine months ended September 30, 1999 and recognized a $1,237 gain on such sales. Sales of oil and as properties during the nine months ended September 30, 1998 resulted in the II-A Partnership recognizing similar gains totaling $688,344. As discussed in Liquidity and Capital Resources above, the II-A Partnership recognized an insurance settlement in the amount of $202,500 during the nine months ended September 30, 1999. No similar settlements occurred during the nine months ended September 30, 1998. -41- 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, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $177,082 (16.2%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This decrease was primarily due to (i) workover expenses incurred on one significant well during the nine months ended September 30, 1998 in order to improve the recovery of reserves, (ii) a positive prior period lease operating expense adjustment made by the operator on another significant well during the nine months ended September 30, 1998, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 34.9% for the nine months ended September 30, 1999 from 36.1% for the nine months ended September 30, 1998. Depreciation, depletion, and amortization of oil and gas properties decreased $74,518 (13.8%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This decrease was primarily due to the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense remained relatively constant at 17.6% for the nine months ended September 30, 1999 and 17.8% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses increased to 16.8% for the nine months ended September 30, 1999 from 14.7% for the nine months ended September 30, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1999 totaling $47,427,357 or 97.93% of Limited Partners' capital contributions. -42- II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Oil and gas sales $812,462 $543,938 Oil and gas production expenses $220,500 $244,129 Barrels produced 14,643 12,625 Mcf produced 253,666 231,444 Average price/Bbl $ 18.05 $ 11.88 Average price/Mcf $ 2.16 $ 1.70 As shown in the table above, total oil and gas sales increased $268,524 (49.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $38,000 was related to an increase in volumes of gas sold and approximately $90,000 and $116,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold increased 2,018 barrels and 22,222 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1999 and (ii) 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 increased to $18.05 per barrel and $2.16 per Mcf, respectively, for the three months ended September 30, 1999 from $11.88 per barrel and $1.70 per Mcf, respectively, for the three months ended September 30, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $23,629 (9.7%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This decrease was primarily due to workover expenses incurred on several wells during the three months ended September 30, 1998 in order to improve the recovery of reserves, which decrease was partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 27.1% for the three months ended September 30, 1999 from 44.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the 1998 workover expenses and the increases in the average prices of oil and gas sold. -43- Depreciation, depletion, and amortization of oil and gas properties increased $11,839 (12.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This increase was primarily due to the increase in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 13.2% for the three months ended September 30, 1999 from 17.6% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $3,343 (3.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 12.3% for the three months ended September 30, 1999 from 19.0% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, -------------------------------- 1999 1998 ---------- ---------- Oil and gas sales $1,898,187 $1,973,911 Oil and gas production expenses $ 712,522 $ 749,978 Barrels produced 42,696 41,381 Mcf produced 670,828 703,731 Average price/Bbl $ 14.40 $ 14.09 Average price/Mcf $ 1.91 $ 1.98 As shown in the table above, total oil and gas sales decreased $75,724 (3.8%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this decrease, approximately $65,000 was related to a decrease in volumes of gas sold and approximately $43,000 was related to a decrease in the average price of gas sold. This decrease was partially offset by increases of approximately $19,000 related to an increase in volumes of oil sold and approximately $13,000 related to an increase in the average price of oil sold. Volumes of oil sold increased 1,315 barrels, while volumes of gas sold decreased 32,903 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Average oil prices increased to $14.40 per barrel for the nine months ended September 30, 1999 from $14.09 per barrel for the nine months ended September 30, 1998. Average gas prices decreased to $1.91 per Mcf for the nine months ended -44- September 30, 1999 from $1.98 per Mcf for the nine months ended September 30, 1998. 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, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $37,456 (5.0%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 37.5% for the nine months ended September 30, 1999 from 38.0% for the nine months ended September 30, 1998. Depreciation, depletion, and amortization of oil and gas properties decreased $4,706 (1.6%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, this expense increased to 15.4% for the nine months ended September 30, 1999 from 15.0% for the nine months ended September 30, 1998. General and administrative expenses decreased $4,335 (1.3%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses increased to 17.3% for the nine months ended September 30, 1999 from 16.9% for the nine months ended September 30, 1998. The Limited Partners have received cash distributions through September 30, 1999 totaling $34,506,916 or 95.40% of the Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Oil and gas sales $379,273 $253,933 Oil and gas production expenses $ 91,916 $ 90,974 Barrels produced 4,847 4,119 Mcf produced 132,959 121,527 Average price/Bbl $ 18.01 $ 12.28 Average price/Mcf $ 2.20 $ 1.67 As shown in the table above, total oil and gas sales increased $125,340 (49.4%) for the three months ended -45- September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $19,000 was related to an increase in volumes of gas sold and approximately $28,000 and $69,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold increased 728 barrels and 11,432 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1999 and (ii) a negative prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 1998. Average oil and gas prices increased to $18.01 per barrel and $2.20 per Mcf, respectively, for the three months ended September 30, 1999 from $12.28 per barrel and $1.67 per Mcf, respectively, for the three months ended September 30, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) increased $942 (1.0%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This increase was primarily due to a positive prior period production tax adjustment made by the purchaser on one significant well during the three months ended September 30, 1999, which increase was substantially 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 decreased to 24.2% for the three months ended September 30, 1999 from 35.8% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $7,258 (13.9%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This increase was primarily due to the increase in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 15.7% for the three months ended September 30, 1999 from 20.5% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. -46- General and administrative expenses decreased $1,430 (3.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 11.3% for the three months ended September 30, 1999 from 17.4% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Oil and gas sales $903,938 $896,558 Oil and gas production expenses $296,598 $293,796 Barrels produced 13,638 12,968 Mcf produced 364,207 375,715 Average price/Bbl $ 14.95 $ 14.05 Average price/Mcf $ 1.92 $ 1.90 As shown in the table above, total oil and gas sales increased $7,380 (0.8%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $9,000 was related to an increase in volumes of oil sold and approximately $12,000 and $7,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $21,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 670 barrels, while volumes of gas sold decreased 11,508 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Average oil and gas prices increased to $14.95 per barrel and $1.92 per Mcf, respectively, for the nine months ended September 30, 1999 from $14.05 per barrel and $1.90 per Mcf, respectively, for the nine months ended September 30, 1998. The II-C Partnership sold certain oil and gas properties during the nine months ended September 30, 1999 and recognized a $47 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 1998 resulted in the II-C Partnership recognizing similar gains totaling $191,496. 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 -47- out of a gas purchase contract. No similar settlements occurred during the nine months ended September 30, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $2,802 (1.0%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This increase was primarily due to positive prior period production tax adjustments made by the purchaser on several wells during the nine months ended September 30, 1999, which increase was substantially offset by workover expenses incurred on one significant well 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 remained constant at 32.8% for the nine months ended September 30, 1999 and 1998. Depreciation, depletion, and amortization of oil and gas properties increased $1,790 (1.1%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, this expense remained relatively constant at 18.1% for the nine months ended September 30, 1999 and 18.0% for the nine months ended September 30, 1998. General and administrative expenses decreased $1,555 (1.1%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 15.6% for the nine months ended September 30, 1999 from 15.9% for the nine months ended September 30, 1998. The Limited Partners have received cash distributions through September 30, 1999 totaling $15,699,686 or 101.54% of the Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Oil and gas sales $705,104 $540,255 Oil and gas production expenses $192,953 $256,870 Barrels produced 7,755 9,708 Mcf produced 250,111 264,360 Average price/Bbl $ 19.44 $ 12.71 Average price/Mcf $ 2.22 $ 1.58 As shown in the table above, total oil and gas sales increased $164,849 (30.5%) for the three months ended -48- September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $52,000 and $160,000, respectively, were related to increases in the average prices of oil and gas sold. This increase was partially offset by decreases of approximately $25,000 and $22,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,953 barrels and 14,249 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1998. Average oil and gas prices increased to $19.44 per barrel and $2.22 per Mcf, respectively, for the three months ended September 30, 1999 from $12.71 per barrel and $1.58 per Mcf, respectively, for the three months ended September 30, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $63,917 (24.9%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This decrease was primarily due to (i) workover expenses incurred on three significant wells during the three months ended September 30, 1998 and (ii) a decrease in lease operating expenses associated with the decrease in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses decreased to 27.4% for the three months ended September 30, 1999 from 47.5% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the 1998 workover expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $7,927 (7.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 14.6% for the three months ended September 30, 1999 from 20.5% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $2,931 (3.3%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 12.4% for the three months ended September 30, 1999 from 16.7% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. -49- NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 ---------- ---------- Oil and gas sales $1,831,319 $1,885,766 Oil and gas production expenses $ 727,727 $ 845,153 Barrels produced 26,368 30,202 Mcf produced 728,093 803,674 Average price/Bbl $ 14.42 $ 13.30 Average price/Mcf $ 1.99 $ 1.85 As shown in the table above, total oil and gas sales decreased $54,447 (2.9%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this decrease, approximately $51,000 and $139,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately $30,000 and $106,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,834 barrels and 75,581 Mcf, respectively, for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the sale of one significant well during 1998. Average oil and gas prices increased to $14.42 per barrel and $1.99 per Mcf, respectively, for the nine months ended September 30, 1999 from $13.30 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1998. The II-D Partnership sold certain oil and gas properties during the nine months ended September 30, 1999 and recognized a $36,944 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 1998 resulted in the II-D Partnership recognizing similar gains of $518,545. The II-D Partnership recognized a gas contract 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, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $117,426 (13.9%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold -50- and (ii) workover expenses incurred on several significant wells during the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 39.7% for the nine months ended September 30, 1999 from 44.8% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the 1998 workover expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $30,894 (9.1%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 16.8% for the nine months ended September 30, 1999 from 17.9% for the nine months ended September 30, 1998. Gener al and administrative expenses decreased $3,500 (1.2%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses remained relatively constant at 15.7% for the nine months ended September 30, 1999 and 15.4 % for the nine months ended September 30, 1998. The II-D Partnership achieved payout during the nine months ended September 30, 1999. After payout, operations and revenues for the II-D Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1998 for a further discussion of pre and post payout allocations of income and expense. The Limited Partners have received cash distributions through September 30, 1999 totaling $31,799,903 or 100.99% of Limited Partners' capital contributions. -51- II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Oil and gas sales $490,849 $366,664 Oil and gas production expenses $127,287 $147,182 Barrels produced 7,120 10,767 Mcf produced 153,140 142,090 Average price/Bbl $ 21.26 $ 13.05 Average price/Mcf $ 2.22 $ 1.59 As shown in the table above, total oil and gas sales increased $124,185 (33.9%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $58,000 and $96,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $18,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $48,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,647 barrels, while volumes of gas sold increased 11,050 Mcf for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1998. Average oil and gas prices increased to $21.26 per barrel and $2.22 per Mcf, respectively, for the three months ended September 30, 1999 from $13.05 per barrel and $1.59 per Mcf, respectively, for the three months ended September 30, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $19,895 (13.5%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This decrease was primarily due to workover expenses incurred on two significant wells during the three months ended September 30, 1998 in order to improve the recovery of reserves, which decrease was partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 25.9% for the three months ended September 30, 1999 from 40.1% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. -52- Depreciation, depletion, and amortization of oil and gas properties decreased $18,887 (15.3%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This decrease was primarily due to (i) an upward revision in the estimate of remaining gas reserves at December 31, 1998 and (ii) the decrease in volumes of oil sold. As a percentage of oil and gas sales, this expense decreased to 21.3% for the three months ended September 30, 1999 from 33.7% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses decreased $2,145 (3.3%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 12.9% for the three months ended September 30, 1999 from 17.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. The II-E Partnership achieved payout during the three months ended September 30, 1999. After payout, operations and revenues for the II-E Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1998 for a further discussion of pre and post payout allocations of income and expense. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 ---------- ---------- Oil and gas sales $1,294,093 $1,257,494 Oil and gas production expenses $ 388,493 $ 454,429 Barrels produced 24,392 29,489 Mcf produced 472,003 462,132 Average price/Bbl $ 15.72 $ 13.79 Average price/Mcf $ 1.93 $ 1.84 As shown in the table above, total oil and gas sales increased $36,599 (2.9%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $47,000 and $42,000, respectively, were related to increases in the average prices -53- of oil and gas sold and approximately $18,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $70,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 5,097 barrels, while volumes of gas sold increased 9,871 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the purchasers on several wells during the nine months ended September 30, 1998. Average oil and gas prices increased to $15.72 per barrel and $1.93 per Mcf, respectively, for the nine months ended September 30, 1999 from $13.79 per barrel and $1.84 per Mcf, respectively, for the nine months ended September 30, 1998. 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, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $65,936 (14.5%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This decrease was primarily due to 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 decreased to 30.0% for the nine months ended September 30, 1999 from 36.1% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses and the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $51,555 (13.5%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This decrease was primarily due to (i) an upward revision in the estimate of remaining gas reserves at December 31, 1998 and (ii) the decrease in volumes of oil sold. As a percentage of oil and gas sales, this expense decreased to 25.6% for the nine months ended September 30, 1999 from 30.4% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. -54- General and administrative expenses decreased $6,058 (2.8%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 16.1% for the nine months ended September 30, 1999 from 17.1% for the nine months ended September 30, 1998. The II-E Partnership achieved payout during the nine months ended September 30, 1999. After payout, operations and revenues for the II-E Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1998 for a further discussion of pre and post payout allocations of income and expense. The Limited Partners have received cash distributions through September 30, 1999 totaling $23,037,574 or 100.68% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Oil and gas sales $454,356 $266,881 Oil and gas production expenses $ 94,366 $ 89,460 Barrels produced 7,718 7,692 Mcf produced 123,033 120,405 Average price/Bbl $ 21.29 $ 11.07 Average price/Mcf $ 2.36 $ 1.51 As shown in the table above, total oil and gas sales increased $187,475 (70.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $78,000 and $104,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold increased 26 barrels and 2,628 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Average oil and gas prices increased to $21.29 per barrel and $2.36 per Mcf, respectively, for the three months ended September 30, 1999 from $11.07 per barrel and $1.51 per Mcf, respectively, for the three months ended September 30, 1998. -55- Oil and gas production expenses (including lease operating expenses and production taxes) increased $4,906 (5.5%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 20.8% for the three months ended September 30, 1999 from 33.5% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $1,811 (2.3%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 16.5% for the three months ended September 30, 1999 from 28.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $1,661 (3.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 10.4% for the three months ended September 30, 1999 from 18.4% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 ---------- ---------- Oil and gas sales $1,225,529 $1,087,834 Oil and gas production expenses $ 331,455 $ 292,323 Barrels produced 27,299 28,477 Mcf produced 440,829 378,224 Average price/Bbl $ 14.97 $ 13.93 Average price/Mcf $ 1.85 $ 1.83 As shown in the table above, total oil and gas sales increased $137,695 (12.7%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $114,000 was related to an increase in volumes of gas sold and approximately $28,000 was related to an increase in the average price of oil sold. These increases were partially offset by a decrease of approximately $16,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 1,178 barrels, while volumes of gas sold increased 62,605 Mcf for the nine months ended September 30, 1999 as -56- compared to the nine months ended September 30, 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 1999. Average oil and gas prices increased to $14.97 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1999 from $13.93 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1998. The II-F Partnership sold certain oil and gas properties during the nine months ended September 30, 1999 and recognized a $1,203 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 1998 resulted in the II-F Partnership recognizing similar gains totaling $654,302. Oil and gas production expenses (including lease operating expenses and production taxes) increased $39,132 (13.4%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This increase was primarily due to (i) the timing of ad valorem tax payments, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during the nine months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the nine months ended September 30, 1999 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses remained relatively constant at 27.0% for the nine months ended September 30, 1999 and 26.9% for the nine months ended September 30, 1998. Depreciation, depletion, and amortization of oil and gas properties increased $14,650 (5.8%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 22.0% for the nine months ended September 30, 1999 from 23.4% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 12.7% for the nine months ended September 30, 1999 from 14.3% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. -57- The II-F Partnership achieved payout during the nine months ended September 30, 1999. After payout, operations and revenues for the II-F Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1998 for a further discussion of pre and post payout allocations of income and expense. The Limited Partners have received cash distributions through September 30, 1999 totaling $17,518,051 or 102.21% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- --------- Oil and gas sales $888,505 $561,811 Oil and gas production expenses $199,784 $191,369 Barrels produced 16,277 16,107 Mcf produced 252,612 253,227 Average price/Bbl $ 20.69 $ 11.03 Average price/Mcf $ 2.18 $ 1.52 As shown in the table above, total oil and gas sales increased $326,694 (58.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $157,000 and $169,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil sold increased 170 barrels, while volumes of gas sold decreased 615 Mcf for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Average oil and gas prices increased to $20.69 per barrel and $2.18 per Mcf, respectively, for the three months ended September 30, 1999 from $11.03 per barrel and $1.52 per Mcf, respectively, for the three months ended September 30, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) increased $8,415 (4.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 22.5% for the three months ended September 30, 1999 from 34.1% for the three months ended September 30, 1998. This percentage -58- decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $6,235 (3.8%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 17.7% for the three months ended September 30, 1999 from 29.1% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $3,591 (3.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 11.6% for the three months ended September 30, 1999 from 19.0% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 ---------- ---------- Oil and gas sales $2,593,092 $2,310,367 Oil and gas production expenses $ 708,579 $ 625,597 Barrels produced 57,547 59,757 Mcf produced 936,181 806,717 Average price/Bbl $ 14.90 $ 13.92 Average price/Mcf $ 1.85 $ 1.83 As shown in the table above, total oil and gas sales increased $282,725 (12.2%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $237,000 was related to an increase in volumes of gas sold and approximately $57,000 was related to an increase in the average price of oil sold. These increases were partially offset by a decrease of approximately $31,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 2,210 barrels, while volumes of gas sold increased 129,464 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 1999. Average oil and gas prices increased to $14.90 per -59- barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1999 from $13.92 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1998. The II-G Partnership sold certain oil and gas properties during the nine months ended September 30, 1999 and recognized a $2,693 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 1998 resulted in the II-G Partnership recognizing similar gains totaling $1,368,785. Oil and gas production expenses (including lease operating expenses and production taxes) increased $82,982 (13.3%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This increase was primarily due to (i) the timing of ad valorem tax payments, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during the nine months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the nine months ended September 30, 1999 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses remained relatively constant at 27.3% for the nine months ended September 30, 1999 and 27.1% for the nine months ended September 30, 1998. Depreciation, depletion, and amortization of oil and gas properties increased $30,734 (5.7%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 22.2% for the nine months ended September 30, 1999 from 23.5% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 13.1% for the nine months ended September 30, 1999 from 14.6% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1999 totaling $36,188,371 or 97.23% of Limited Partners' capital contributions. -60- II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Oil and gas sales $222,185 $136,780 Oil and gas production expenses $ 48,942 $ 46,496 Barrels produced 3,734 3,736 Mcf produced 61,823 61,996 Average price/Bbl $ 21.35 $ 10.95 Average price/Mcf $ 2.30 $ 1.55 As shown in the table above, total oil and gas sales increased $85,405 (62.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $39,000 and $47,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2 barrels and 173 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Average oil and gas prices increased to $21.35 per barrel and $2.30 per Mcf, respectively, for the three months ended September 30, 1999 from $10.95 per barrel and $1.55 per Mcf, respectively, for the three months ended September 30, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) increased $2,446 (5.3%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 22.0% for the three months ended September 30, 1999 from 34.0% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $1,633 (4.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 16.7% for the three months ended September 30, 1999 from 28.3% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. -61- General and administrative expenses decreased $882 (3.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 11.4% for the three months ended September 30, 1999 from 19.2% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Oil and gas sales $618,940 $549,753 Oil and gas production expenses $170,527 $151,009 Barrels produced 13,371 13,887 Mcf produced 224,318 193,275 Average price/Bbl $ 14.95 $ 13.90 Average price/Mcf $ 1.87 $ 1.85 As shown in the table above, total oil and gas sales increased $69,187 (12.6%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $57,000 was related to an increase in volumes of gas sold and approximately $14,000 was related to an increase in the average price of oil sold. These increases were partially offset by a decrease of approximately $7,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 516 barrels, while volumes of gas sold increased 31,043 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 1999. Average oil and gas prices increased to $14.95 per barrel and $1.87 per Mcf, respectively, for the nine months ended September 30, 1999 from $13.90 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1998. The II-H Partnership sold certain oil and gas properties during the nine months ended September 30, 1999 and recognized a $700 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 1998 resulted in the II-H Partnership recognizing similar gains totaling $314,187. -62- Oil and gas production expenses (including lease operating expenses and production taxes) increased $19,518 (12.9%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This increase was primarily due to (i) the timing of ad valorem tax payments, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during the nine months ended September 30, 1999, and (iii) workover expenses incurred on one significant well during the nine months ended September 30, 1999 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses remained relatively constant at 27.6% for the nine months ended September 30, 1999 and 27.5% for the nine months ended September 30, 1998. Depreciation, depletion, and amortization of oil and gas properties increased $7,223 (5.7%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, this expense decreased to 21.6% for the nine months ended September 30, 1999 from 23.1% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses decreased to 13.5% for the nine months ended September 30, 1999 from 15.2% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1999 totaling $8,424,364 or 91.86% of Limited Partners' capital contributions. YEAR 2000 COMPUTER ISSUES - ------------------------- IN GENERAL The Year 2000 Issue ("Y2K") refers to the inability of computer and other information technology systems to properly process date and time information, stemming from the earlier programming practice of using two digits rather than four to represent the year in a date. For example, computer programs and imbedded chips that are date sensitive may recognize a date using (00) as the year 1900 rather than the year 2000. The consequence of Y2K is that computer and imbedded processing systems may be at risk of malfunctioning, particularly during the transition from 1999 to 2000. -63- The effects of Y2K are exacerbated by the interdependence of computer and telecommunication systems throughout the world. This interdependence also exists among the Partnerships, Samson Investment Company and its affiliates ("Samson"), and their vendors, customers, and business partners, as well as with regulators. The potential risks associated with Y2K for an oil and gas production company fall into three general areas: (i) financial, leasehold and administrative computer systems, (ii) imbedded systems in field process control units, and (iii) third party exposures. As discussed below, General Partner does not believe that these risks will be material to the Partnerships' operations. The Partnerships' business is producing oil and gas. The day-to-day production of the Partnerships' oil and gas is not dependent on computers or equipment with imbedded chips. As further discussed below, management anticipates that the Partnerships' daily business activities will not be materially affected by Y2K. The Partnerships rely on Samson to provide all of their operational and administrative services on either a direct or indirect basis. Samson has addressed each of the three Y2K areas discussed above through a readiness process that: 1. increased the awareness of the issue among key employees; 2. identified areas of potential risk; 3. assessed the relative impact of these risks and Samson's ability to manage them; and 4. remediated the risks on a priority basis wherever possible. One of Samson Investment Company's Executive Vice Presidents is responsible for communicating to its Board of Directors Y2K actions and for the ultimate implementation of its Y2K plan. He has delegated to Samson Investment Company's Senior Vice President-Technology and Administrative Services principal responsibility for ensuring Y2K compliance within Samson. Samson has been planning for the impact of Y2K on its information technology systems since 1993. As of November 1, 1999, Samson is in the final stages of implementation of a Y2K plan, as summarized below: -64- FINANCIAL AND ADMINISTRATIVE SYSTEMS 1. Awareness. Samson has alerted its officers, managers and supervisors of Y2K issues and asked them to have their employees participate in the identification of potential Y2K risks which might otherwise go unnoticed by higher level employees and officers. As a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant financial and administrative systems exposure is the Y2K status of the accounting and land administration system used to collect and manage data for internal management decision making and for external revenue and accounts payable purposes. Other concerns include network hardware and software, desktop computing hardware and software, telecommunications, and office space readiness. 3. Risk Assessment. The failure to identify and correct a material Y2K problem could result in inaccurate or untimely financial information for management decision-making or cash flow and payment purposes, including maintaining oil and gas leases. 4. Remediation. Since 1993, Samson has been upgrading its accounting and land administration software. All of the Y2K upgrades have been completed. In addition, in 1997 and 1998 Samson replaced or applied software patches to substantially all of its network and desktop software applications and believes them to be currently Y2K compliant. The costs of all such risk assessments and remediation were not material to the Partnerships. 5. Contingency Planning. Notwithstanding the foregoing, should there be significant unanticipated disruptions in Samson's financial and administrative systems, all of the accounting processes that are currently automated will need to be performed manually. Samson has communicated to its management team the importance of having adequate staff available to manually perform necessary functions to minimize disruptions. IMBEDDED SYSTEMS 1. Awareness. Samson's Y2K program has involved all levels of field personnel from production foremen and higher. Employees at all levels of the organization have been asked to participate in the identification of potential Y2K risks, which might otherwise go unnoticed by higher level employees and officers of Samson, and as a result, awareness of the issue is considered high. -65- 2. Risk Identification. Samson has inventoried all possible exposures to imbedded chips and systems. Such exposures can be classified as either (i) oil and gas production and processing equipment or (ii) office machines such as faxes, copiers, phones, etc. With respect to oil and gas production and processing equipment, neither Samson nor the Partnerships operate offshore wells, significant processing plants, or wells with older electronic monitoring systems. As a result, Samson's inventory identified less than 10 applications using imbedded chips. All of these have been tested by the respective vendors and have been found to be Y2K compliant or have been upgraded or replaced. Office machines have been tested by Samson and vendors and are believed to be compliant. 3. Risk Assessment and Remediation. The failure to identify and correct a material Y2K problem in an imbedded system could result in outcomes ranging from errors in data reporting to curtailments or shutdowns in production. As noted above, Samson has identified less than 10 imbedded system applications all of which have been made compliant or replaced. None of these applications are believed to be material to Samson or the Partnerships. Samson believes that sufficient manual processes are available to minimize any field level risk and that there will be no material impact on the Partnerships with respect to these applications. 4. Contingency Planning. Should material production disruptions occur as a result of Y2K failures in field operations, Samson will utilize its existing field personnel in an attempt to avoid any material impact on operating cash flow. Samson is not able to quantify any potential exposure in the event of systems failure or inadequate manual alternatives. THIRD PARTY EXPOSURES 1. Awareness. Samson has advised management to consider Y2K implications with its outside vendors, customers, and business partners. Management has been asked to participate in the identification of potential third party Y2K risks and, as a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant third party Y2K exposure is its dependence on third parties for the receipt of revenues from oil and gas sales. However, virtually all of these purchasers are very large and sophisticated companies. Other Y2K concerns include the availability of electric power to Samson's field operations, -66- the integrity of telecommunication systems, and the readiness of commercial banks to execute electronic fund transfers. 3. Risk Assessment. Because of the high awareness of the Y2K problem in the U.S., Samson has not undertaken and does not plan to undertake a formal company wide plan to make inquiries of third parties on the subject of Y2K readiness. If it did so, Samson has no ability to require responses to such inquiries or to independently verify their accuracy. Samson has, however, received oral assurances from its significant oil and gas purchasers of Y2K compliance. If significant disruptions from major purchasers were to occur, however, there could be a material and adverse impact on the Partnerships' results of operations, liquidity, and financial conditions. It is important to note that third party oil and gas purchasers have significant incentives to avoid disruptions arising from a Y2K failure. For example, most of these parties are under contractual obligations to purchase oil and gas or disperse revenues to Samson. The failure to do so will result in contractual and statutory penalties. Therefore, Samson believes that it is unlikely that there will be material third party non-compliance with purchase and remittance obligations as a result of Y2K issues. 4. Remediation. Where Samson perceived a significant risk of Y2K non-compliance by banks and other significant vendors that would have had a material impact on Samson's business, Samson undertook joint testing during 1999, and any identified problems have been resolved. 5. Contingency Planning. In the unlikely event that material production disruptions occur as a result of Y2K failures of third parties, the Partnerships' operating cash flow could be impacted. This contingency will be factored into deliberations on the level of quarterly cash distributions paid out during any such period of cash flow disruption. -67- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -68- 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, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. -69- 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. None. -70- 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 12, 1999 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 12, 1999 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -71- 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, 1999 and for the nine months ended September 30, 1999, 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, 1999 and for the nine months ended September 30, 1999, 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, 1999 and for the nine months ended September 30, 1999, 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, 1999 and for the nine months ended September 30, 1999, 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, 1999 and for the nine months ended September 30, 1999, 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, 1999 and for the nine months ended September 30, 1999, 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, 1999 and for the nine months ended September 30, 1999, 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, 1999 and for the nine months ended September 30, 1999, filed herewith. All other exhibits are omitted as inapplicable. -72-