SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A FIRST AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2002 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 ------ ------ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ -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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 605,083 $ 414,467 Accounts receivable: Oil and gas sales 622,461 396,257 General Partner (Note 2) - 130,610 ---------- ---------- Total current assets $1,227,544 $ 941,334 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,095,692 2,204,572 DEFERRED CHARGE 668,468 695,623 ---------- ---------- $3,991,704 $3,841,529 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 153,438 $ 153,728 Accrued liability - other (Note 1) 26,672 73,800 Gas imbalance payable 96,299 96,299 ---------- ---------- Total current liabilities $ 276,409 $ 323,827 ACCRUED LIABILITY $ 257,431 $ 243,327 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 250,745) ($ 285,152) Limited Partners, issued and outstanding, 484,283 units 3,708,609 3,559,527 ---------- ---------- Total Partners' capital $3,457,864 $3,274,375 ---------- ---------- $3,991,704 $3,841,529 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $932,585 $1,053,681 Interest income 1,415 6,991 -------- ---------- $934,000 $1,060,672 COSTS AND EXPENSES: Lease operating $264,322 $ 364,417 Production tax 50,654 55,963 Depreciation, depletion, and amortization of oil and gas properties 21,670 89,150 General and administrative (Note 2) 136,398 135,568 -------- ---------- $473,044 $ 645,098 -------- ---------- NET INCOME $460,956 $ 415,574 ======== ========== GENERAL PARTNER - NET INCOME $ 47,904 $ 48,882 ======== ========== LIMITED PARTNERS - NET INCOME $413,052 $ 366,692 ======== ========== NET INCOME per unit $ 0.85 $ 0.76 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $2,700,081 $4,192,688 Interest income 3,765 28,618 Gain on sale of oil and gas properties 193,272 3,277 ---------- ---------- $2,897,118 $4,224,583 COSTS AND EXPENSES: Lease operating $ 972,953 $ 912,492 Production tax 144,989 251,644 Depreciation, depletion, and amortization of oil and gas properties 183,165 252,927 General and administrative (Note 2) 425,800 419,148 ---------- ---------- $1,726,907 $1,836,211 ---------- ---------- NET INCOME $1,170,211 $2,388,372 ========== ========== GENERAL PARTNER - NET INCOME $ 133,129 $ 258,448 ========== ========== LIMITED PARTNERS - NET INCOME $1,037,082 $2,129,924 ========== ========== NET INCOME per unit $ 2.14 $ 4.40 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,170,211 $2,388,372 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 183,165 252,927 Gain on sale of oil and gas properties ( 193,272) ( 3,277) (Increase) decrease in accounts receivable - oil and gas sales ( 226,204) 450,832 Decrease in deferred charge 27,155 - Decrease in accounts payable ( 290) ( 75,415) Decrease in accrued liability - other ( 47,128) - Decrease in gas imbalance payable - ( 11,273) Increase (decrease) in accrued liability 14,104 ( 10,552) ---------- ---------- Net cash provided by operating activities $ 927,741 $2,991,614 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 90,928) ($ 171,060) Proceeds from sale of oil and gas properties 340,525 3,277 ---------- ---------- Net cash provided (used) by investing activities $ 249,597 ($ 167,783) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 986,722) ($3,148,799) ---------- ---------- Net cash used by financing activities ($ 986,722) ($3,148,799) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 190,616 ($ 324,968) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 414,467 1,070,734 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 605,083 $ 745,766 ========== ========== 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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 436,040 $ 262,153 Accounts receivable: Oil and gas sales 448,095 323,116 ---------- ---------- Total current assets $ 884,135 $ 585,269 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,690,398 1,821,517 DEFERRED CHARGE 214,754 214,754 ---------- ---------- $2,789,287 $2,621,540 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 117,028 $ 126,662 Gas imbalance payable 48,060 48,060 ---------- ---------- Total current liabilities $ 165,088 $ 174,722 ACCRUED LIABILITY $ 47,436 $ 47,436 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 269,202) ($ 302,054) Limited Partners, issued and outstanding, 361,719 units 2,845,965 2,701,436 ---------- ---------- Total Partners' capital $2,576,763 $2,399,382 ---------- ---------- $2,789,287 $2,621,540 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $652,635 $768,036 Interest income 744 3,791 -------- -------- $653,379 $771,827 COSTS AND EXPENSES: Lease operating $161,699 $240,385 Production tax 33,729 38,168 Depreciation, depletion, and amortization of oil and gas properties 10,874 41,566 General and administrative (Note 2) 102,337 101,505 -------- -------- $308,639 $421,624 -------- -------- NET INCOME $344,740 $350,203 ======== ======== GENERAL PARTNER - NET INCOME $ 35,378 $ 38,382 ======== ======== LIMITED PARTNERS - NET INCOME $309,362 $311,821 ======== ======== NET INCOME per unit $ 0.86 $ 0.86 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $1,905,822 $3,201,233 Interest income 1,736 16,751 Gain on sale of oil and gas properties 20,525 - ---------- ---------- $1,928,083 $3,217,984 COSTS AND EXPENSES: Lease operating $ 680,492 $ 580,967 Production tax 105,164 174,774 Depreciation, depletion, and amortization of oil and gas properties 135,691 143,145 General and administrative (Note 2) 322,772 317,536 ---------- ---------- $1,244,119 $1,216,422 ---------- ---------- NET INCOME $ 683,964 $2,001,562 ========== ========== GENERAL PARTNER - NET INCOME $ 80,435 $ 211,364 ========== ========== LIMITED PARTNERS - NET INCOME $ 603,529 $1,790,198 ========== ========== NET INCOME per unit $ 1.67 $ 4.95 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $683,964 $2,001,562 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 135,691 143,145 Gain on sale of oil and gas properties ( 20,525) - (Increase) decrease in accounts receivable - oil and gas sales ( 124,979) 255,074 Decrease in accounts payable ( 9,634) ( 61,527) -------- ---------- Net cash provided by operating activities $664,517 $2,338,254 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,047) ($ 492,832) Proceeds from sale of oil and gas properties 30,000 - -------- ---------- Net cash provided (used) by investing activities $ 15,953 ($ 492,832) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($506,583) ($2,260,186) -------- ---------- Net cash used by financing activities ($506,583) ($2,260,186) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $173,887 ($ 414,764) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 262,153 714,162 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $436,040 $ 299,398 ======== ========== 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, 2002 2001 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 235,336 $ 115,201 Accounts receivable: Oil and gas sales 205,964 137,952 ---------- ---------- Total current assets $ 441,300 $ 253,153 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 791,001 856,666 DEFERRED CHARGE 128,827 128,827 ---------- ---------- $1,361,128 $1,238,646 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 45,556 $ 50,950 Gas imbalance payable 29,876 29,876 ---------- ---------- Total current liabilities $ 75,432 $ 80,826 ACCRUED LIABILITY $ 29,477 $ 29,477 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 112,841) ($ 130,178) Limited Partners, issued and outstanding, 154,621 units 1,369,060 1,258,521 ---------- ---------- Total Partners' capital $1,256,219 $1,128,343 ---------- ---------- $1,361,128 $1,238,646 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $324,790 $329,733 Interest income 444 2,521 Gain on sale of oil and gas properties - 21,257 -------- -------- $325,234 $353,511 COSTS AND EXPENSES: Lease operating $ 67,563 $ 80,280 Production tax 19,283 18,702 Depreciation, depletion, and amortization of oil and gas properties 5,556 23,270 General and administrative (Note 2) 44,794 43,959 -------- -------- $137,196 $166,211 -------- -------- NET INCOME $188,038 $187,300 ======== ======== GENERAL PARTNER - NET INCOME $ 19,259 $ 20,573 ======== ======== LIMITED PARTNERS - NET INCOME $168,779 $166,727 ======== ======== NET INCOME per unit $ 1.09 $ 1.08 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $929,549 $1,446,754 Interest income 950 10,274 Gain on sale of oil and gas properties 1,014 21,996 -------- ---------- $931,513 $1,479,024 COSTS AND EXPENSES: Lease operating $267,470 $ 220,769 Production tax 56,821 92,946 Depreciation, depletion, and amortization of oil and gas properties 67,887 74,607 General and administrative (Note 2) 148,720 146,098 -------- ---------- $540,898 $ 534,420 -------- ---------- NET INCOME $390,615 $ 944,604 ======== ========== GENERAL PARTNER - NET INCOME $ 45,076 $ 100,148 ======== ========== LIMITED PARTNERS - NET INCOME $345,539 $ 844,456 ======== ========== NET INCOME per unit $ 2.23 $ 5.46 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $390,615 $ 944,604 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 67,887 74,607 Gain on sale of oil and gas properties ( 1,014) ( 21,996) (Increase) decrease in accounts receivable - oil and gas sales ( 68,012) 148,443 Increase (decrease) in accounts payable ( 5,394) 2,085 Decrease in accrued liability - ( 10,837) -------- ---------- Net cash provided by operating activities $384,082 $1,136,906 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 3,832) ($ 71,313) Proceeds from sale of oil and gas properties 2,624 21,996 -------- ---------- Net cash used by investing activities ($ 1,208) ($ 49,317) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($262,739) ($1,255,329) -------- ---------- Net cash used by financing activities ($262,739) ($1,255,329) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $120,135 ($ 167,740) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 115,201 412,356 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $235,336 $ 244,616 ======== ========== 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, 2002 2001 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 525,913 $ 170,516 Accounts receivable: Oil and gas sales 470,942 315,910 ---------- ---------- Total current assets $ 996,855 $ 486,426 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,466,073 1,561,694 DEFERRED CHARGE 370,412 370,412 ---------- ---------- $2,833,340 $2,418,532 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 107,985 $ 84,721 Payable to General Partner (Note 2) - 65,905 Gas imbalance payable 55,098 55,098 ---------- ---------- Total current liabilities $ 163,083 $ 205,724 ACCRUED LIABILITY $ 112,500 $ 112,500 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 205,305) ($ 238,692) Limited Partners, issued and outstanding, 314,878 units 2,763,062 2,339,000 ---------- ---------- Total Partners' capital $2,557,757 $2,100,308 ---------- ---------- $2,833,340 $2,418,532 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $786,875 $658,006 Interest income 1,046 5,682 Gain on sale of oil and gas properties - 24,457 -------- -------- $787,921 $688,145 COSTS AND EXPENSES: Lease operating $174,034 $267,466 Production tax 49,371 41,766 Depreciation, depletion, and amortization of oil and gas properties 16,673 47,561 General and administrative (Note 2) 89,325 88,360 -------- -------- $329,403 $445,153 -------- -------- NET INCOME $458,518 $242,992 ======== ======== GENERAL PARTNER - NET INCOME $ 47,248 $ 28,012 ======== ======== LIMITED PARTNERS - NET INCOME $411,270 $214,980 ======== ======== NET INCOME per unit $ 1.31 $ 0.68 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $2,122,635 $3,099,117 Interest income 2,149 28,518 Gain on sale of oil and gas properties 11,014 32,619 ---------- ---------- $2,135,798 $3,160,254 COSTS AND EXPENSES: Lease operating $ 592,116 $ 648,566 Production tax 126,143 207,915 Depreciation, depletion, and amortization of oil and gas properties 150,385 141,449 General and administrative (Note 2) 283,396 278,925 ---------- ---------- $1,152,040 $1,276,855 ---------- ---------- NET INCOME $ 983,758 $1,883,399 ========== ========== GENERAL PARTNER - NET INCOME $ 111,696 $ 198,219 ========== ========== LIMITED PARTNERS - NET INCOME $ 872,062 $1,685,180 ========== ========== NET INCOME per unit $ 2.77 $ 5.35 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $983,758 $1,883,399 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 150,385 141,449 Gain on sale of oil and gas properties ( 11,014) ( 32,619) (Increase) decrease in accounts receivable - oil and gas sales ( 155,032) 324,423 Decrease in deferred charge - 9,917 Increase in accounts payable 23,264 13,226 Decrease in payable to General Partner ( 65,905) - Increase in accrued liability - 6,690 -------- ---------- Net cash provided by operating activities $925,456 $2,346,485 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 60,566) ($ 53,900) Proceeds from sale of oil and gas properties 16,816 32,619 -------- ---------- Net cash used by investing activities ($ 43,750) ($ 21,281) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($526,309) ($3,275,120) -------- ---------- Net cash used by financing activities ($526,309) ($3,275,120) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $355,397 ($ 949,916) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 170,516 1,432,990 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $525,913 $ 483,074 ======== ========== 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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 397,337 $ 242,032 Accounts receivable: Oil and gas sales 332,917 244,365 ---------- ---------- Total current assets $ 730,254 $ 486,397 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,435,642 1,391,297 DEFERRED CHARGE 206,554 206,554 ---------- ---------- $2,372,450 $2,084,248 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 57,497 $ 56,002 Payable to General Partner (Note 2) - 115,045 Gas imbalance payable 28,035 28,035 ---------- ---------- Total current liabilities $ 85,532 $ 199,082 ACCRUED LIABILITY $ 24,499 $ 26,344 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 132,021) ($ 162,380) Limited Partners, issued and outstanding, 228,821 units 2,394,440 2,021,202 ---------- ---------- Total Partners' capital $2,262,419 $1,858,822 ---------- ---------- $2,372,450 $2,084,248 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $589,004 $484,770 Interest income 510 3,607 -------- -------- $589,514 $488,377 COSTS AND EXPENSES: Lease operating $ 82,803 $132,377 Production tax 45,209 35,337 Depreciation, depletion, and amortization of oil and gas properties 23,120 47,645 General and administrative (Note 2) 66,510 64,579 -------- -------- $217,642 $279,938 -------- -------- NET INCOME $371,872 $208,439 ======== ======== GENERAL PARTNER - NET INCOME $ 39,217 $ 24,772 ======== ======== LIMITED PARTNERS - NET INCOME $332,655 $183,667 ======== ======== NET INCOME per unit $ 1.45 $ 0.80 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ REVENUES: Oil and gas sales $1,461,055 $2,175,380 Interest income 1,285 15,437 Gain (loss) on sale of oil and gas properties 20,604 ( 999) ---------- ---------- $1,482,944 $2,189,818 COSTS AND EXPENSES: Lease operating $ 304,240 $ 349,267 Production tax 111,721 160,903 Depreciation, depletion, and amortization of oil and gas properties 141,472 144,348 General and administrative (Note 2) 214,576 207,571 ---------- ---------- $ 772,009 $ 862,089 ---------- ---------- NET INCOME $ 710,935 $1,327,729 ========== ========== GENERAL PARTNER - NET INCOME $ 83,697 $ 144,221 ========== ========== LIMITED PARTNERS - NET INCOME $ 627,238 $1,183,508 ========== ========== NET INCOME per unit $ 2.74 $ 5.17 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $710,935 $1,327,729 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 141,472 144,348 (Gain) loss on sale of oil and gas properties ( 20,604) 999 (Increase) decrease in accounts receivable - oil and gas sales ( 88,552) 255,034 Increase in accounts payable 1,495 7,124 Decrease in payable to General Partner ( 115,045) - Decrease in accrued liability ( 1,845) ( 9,917) -------- ---------- Net cash provided by operating activities $627,856 $1,725,317 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($187,402) ($ 30,258) Proceeds from the sale of oil and gas properties 22,189 - -------- ---------- Net cash used by investing activities ($165,213) ($ 30,258) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($307,338) ($1,869,887) -------- ---------- Net cash used by financing activities ($307,338) ($1,869,887) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $155,305 ($ 174,828) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 242,032 511,025 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $397,337 $ 336,197 ======== ========== 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, 2002 2001 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 378,071 $ 278,738 Accounts receivable: Oil and gas sales 318,402 229,071 ---------- ---------- Total current assets $ 696,473 $ 507,809 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,345,527 1,424,064 DEFERRED CHARGE 38,188 38,188 ---------- ---------- $2,080,188 $1,970,061 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 57,098 $ 49,662 Gas imbalance payable 7,953 7,953 ---------- ---------- Total current liabilities $ 65,051 $ 57,615 ACCRUED LIABILITY $ 13,875 $ 13,875 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 99,130) ($ 118,848) Limited Partners, issued and outstanding, 171,400 units 2,100,392 2,017,419 ---------- ---------- Total Partners' capital $2,001,262 $1,898,571 ---------- ---------- $2,080,188 $1,970,061 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $527,359 $501,038 Interest income 720 3,637 -------- -------- $528,079 $504,675 COSTS AND EXPENSES: Lease operating $ 71,911 $101,737 Production tax 32,944 35,720 Depreciation, depletion, and amortization of oil and gas properties 43,130 54,544 General and administrative (Note 2) 50,277 48,358 -------- -------- $198,262 $240,359 -------- -------- NET INCOME $329,817 $264,316 ======== ======== GENERAL PARTNER - NET INCOME $ 36,791 $ 30,977 ======== ======== LIMITED PARTNERS - NET INCOME $293,026 $233,339 ======== ======== NET INCOME per unit $ 1.71 $ 1.36 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ REVENUES: Oil and gas sales $1,369,918 $2,100,752 Interest income 1,827 13,586 Gain (loss) on sale of oil and gas properties 50,440 ( 1,162) ---------- ---------- $1,422,185 $2,113,176 COSTS AND EXPENSES: Lease operating $ 253,958 $ 257,341 Production tax 86,040 142,175 Depreciation, depletion, and amortization of oil and gas properties 141,931 168,457 General and administrative (Note 2) 165,185 158,947 ---------- ---------- $ 647,114 $ 726,920 ---------- ---------- NET INCOME $ 775,071 $1,386,256 ========== ========== GENERAL PARTNER - NET INCOME $ 90,098 $ 152,428 ========== ========== LIMITED PARTNERS - NET INCOME $ 684,973 $1,233,828 ========== ========== NET INCOME per unit $ 4.00 $ 7.20 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $775,071 $1,386,256 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 141,931 168,457 (Gain) loss on sale of oil and gas properties ( 50,440) 1,162 (Increase) decrease in accounts receivable - oil and gas sales ( 89,331) 154,325 Decrease in deferred charge - 2,422 Increase in accounts payable 7,436 3,536 -------- ---------- Net cash provided by operating activities $784,667 $1,716,158 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 67,837) ($ 69,144) Proceeds from sale of oil and gas properties 54,883 - -------- ---------- Net cash used by investing activities ($ 12,954) ($ 69,144) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($672,380) ($1,731,739) -------- ---------- Net cash used by financing activities ($672,380) ($1,731,739) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 99,333 ($ 84,725) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 278,738 441,154 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $378,071 $ 356,429 ======== ========== 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, 2002 2001 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 800,005 $ 625,720 Accounts receivable: Oil and gas sales 674,250 484,681 ---------- ---------- Total current assets $1,474,255 $1,110,401 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,895,188 3,065,609 DEFERRED CHARGE 83,736 83,736 ---------- ---------- $4,453,179 $4,259,746 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 122,486 $ 105,862 Gas imbalance payable 17,264 17,264 ---------- ---------- Total current liabilities $ 139,750 $ 123,126 ACCRUED LIABILITY $ 31,820 $ 31,820 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 104,394) ($ 146,206) Limited Partners, issued and outstanding, 372,189 units 4,386,003 4,251,006 ---------- ---------- Total Partners' capital $4,281,609 $4,104,800 ---------- ---------- $4,453,179 $4,259,746 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $1,115,779 $1,061,074 Interest income 1,575 7,986 ---------- ---------- $1,117,354 $1,069,060 COSTS AND EXPENSES: Lease operating $ 154,903 $ 216,342 Production tax 69,875 75,811 Depreciation, depletion, and amortization of oil and gas properties 91,939 116,244 General and administrative (Note 2) 106,071 104,154 ---------- ---------- $ 422,788 $ 512,551 ---------- ---------- NET INCOME $ 694,566 $ 556,509 ========== ========== GENERAL PARTNER - NET INCOME $ 77,573 $ 65,314 ========== ========== LIMITED PARTNERS - NET INCOME $ 616,993 $ 491,195 ========== ========== NET INCOME per unit $ 1.66 $ 1.32 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ REVENUES: Oil and gas sales $2,902,621 $4,464,197 Interest income 4,214 29,403 Gain (loss) on sale of oil and gas properties 105,409 ( 2,735) ---------- ---------- $3,012,244 $4,490,865 COSTS AND EXPENSES: Lease operating $ 542,854 $ 549,459 Production tax 182,936 303,167 Depreciation, depletion, and amortization of oil and gas properties 304,730 359,077 General and administrative (Note 2) 333,945 325,325 ---------- ---------- $1,364,465 $1,537,028 ---------- ---------- NET INCOME $1,647,779 $2,953,837 ========== ========== GENERAL PARTNER - NET INCOME $ 191,782 $ 324,760 ========== ========== LIMITED PARTNERS - NET INCOME $1,455,997 $2,629,077 ========== ========== NET INCOME per unit $ 3.91 $ 7.06 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,647,779 $2,953,837 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 304,730 359,077 (Gain) loss on sale of oil and gas properties ( 105,409) 2,735 (Increase) decrease in accounts receivable - oil and gas sales ( 189,569) 328,799 Decrease in deferred charge - 5,061 Increase in accounts payable 16,624 7,116 ---------- ---------- Net cash provided by operating activities $1,674,155 $3,656,625 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 143,709) ($ 151,431) Proceeds from sale of oil and gas properties 114,809 - ---------- ---------- Net cash used by investing activities ($ 28,900) ($ 151,431) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,470,970) ($3,613,185) ---------- ---------- Net cash used by financing activities ($1,470,970) ($3,613,185) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 174,285 ($ 107,991) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 625,720 934,304 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 800,005 $ 826,313 ========== ========== 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, 2002 2001 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 198,338 $ 136,988 Accounts receivable: Oil and gas sales 159,884 114,762 ---------- ---------- Total current assets $ 358,222 $ 251,750 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 681,537 721,143 DEFERRED CHARGE 19,936 19,936 ---------- ---------- $1,059,695 $ 992,829 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 29,687 $ 25,473 Gas imbalance payable 4,266 4,266 ---------- ---------- Total current liabilities $ 33,953 $ 29,739 ACCRUED LIABILITY $ 6,430 $ 6,430 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 55,120) ($ 65,089) Limited Partners, issued and outstanding, 91,711 units 1,074,432 1,021,749 ---------- ---------- Total Partners' capital $1,019,312 $ 956,660 ---------- ---------- $1,059,695 $ 992,829 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $264,779 $251,762 Interest income 364 1,783 -------- -------- $265,143 $253,545 COSTS AND EXPENSES: Lease operating $ 37,756 $ 53,145 Production tax 16,687 18,093 Depreciation, depletion, and amortization of oil and gas properties 22,005 27,196 General and administrative (Note 2) 28,128 26,208 -------- -------- $104,576 $124,642 -------- -------- NET INCOME $160,567 $128,903 ======== ======== GENERAL PARTNER - NET INCOME $ 18,001 $ 15,160 ======== ======== LIMITED PARTNERS - NET INCOME $142,566 $113,743 ======== ======== NET INCOME per unit $ 1.55 $ 1.24 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ------------ REVENUES: Oil and gas sales $687,798 $1,062,850 Interest income 848 6,688 Gain (loss) on sale of oil and gas properties 24,403 ( 766) -------- ---------- $713,049 $1,068,772 COSTS AND EXPENSES: Lease operating $130,833 $ 133,615 Production tax 43,613 72,664 Depreciation, depletion, and amortization of oil and gas properties 71,489 84,038 General and administrative (Note 2) 98,189 92,892 -------- ---------- $344,124 $ 383,209 -------- ---------- NET INCOME $368,925 $ 685,563 ======== ========== GENERAL PARTNER - NET INCOME $ 43,242 $ 75,451 ======== ========== LIMITED PARTNERS - NET INCOME $325,683 $ 610,112 ======== ========== NET INCOME per unit $ 3.55 $ 6.65 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $368,925 $685,563 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 71,489 84,038 (Gain) loss on sale of oil and gas properties ( 24,403) 766 (Increase) decrease in accounts receivable - oil and gas sales ( 45,122) 79,259 Decrease in deferred charge - 1,189 Increase in accounts payable 4,214 1,832 -------- -------- Net cash provided by operating activities $375,103 $852,647 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 34,048) ($ 37,968) Proceeds from sale of oil and Gas properties 26,568 - -------- -------- Net cash used by investing activities ($ 7,480) ($ 37,968) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($306,273) ($868,424) -------- -------- Net cash used by financing activities ($306,273) ($868,424) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 61,350 ($ 53,745) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 136,988 229,651 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $198,338 $175,906 ======== ======== 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, 2002 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 2002, combined statements of operations for the three and nine months ended September 30, 2002 and 2001, and combined statements of cash flows for the nine months ended September 30, 2002 and 2001 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, 2002, the combined results of operations for the three and nine months ended September 30, 2002 and 2001, and the combined cash flows for the nine months ended September 30, 2002 and 2001. 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, 2001. The results of operations for the period ended September 30, 2002 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. ACCRUED LIABILITY - OTHER ------------------------- The Accrued Liability - Other at September 30, 2002 and December 31, 2001 for the II-A Partnership represents a charge accrued for the payment of a judgment related to plugging liabilities, which judgment is currently under appeal. The decrease in the Accrued Liability - Other from December 31, 2001 to September 30, 2002 was due to a partial settlement of this judgment, which settlement was paid in June 2002. -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, 2002, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $ 8,955 $127,443 II-B 7,147 95,190 II-C 4,105 40,689 II-D 6,462 82,863 II-E 6,294 60,216 II-F 5,172 45,105 II-G 8,127 97,944 II-H 3,993 24,135 During the nine months ended September 30, 2002, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $43,471 $382,329 II-B 37,202 285,570 II-C 26,653 122,067 II-D 34,807 248,589 II-E 33,928 180,648 II-F 29,870 135,315 II-G 40,113 293,832 II-H 25,784 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- ACCOUNTS RECEIVABLE - GENERAL PARTNER The Accounts Receivable - General Partner at December 31, 2001 for the II-A Partnership represents accrued proceeds from a related party for the sale of certain oil and gas properties during December 2001. Such amount was received in January 2002. PAYABLE TO GENERAL PARTNER The payable to General Partner at December 31, 2001 for the II-D and II-E Partnerships represents litigation costs and settlement of a liability. Such amounts were repaid during the first quarter of 2002. -37- 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. -38- 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, 2002 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly distribution. During the nine months ended September 30, 2002, capital expenditures for the II-A Partnership totaled $90,928. These expenditures were primarily due to drilling activities in a large unitized property, the Willamar Community E Unit, located in Willacy County, Texas, in which the II-A Partnership owns a working interest of approximately 11.5%. In addition, during the nine months -39- ended September 30, 2002, capital expenditures for the II-E Partnership totaled $187,402. These expenditures were primarily due to the drilling of the Ernest Frey #1 and Mordello Vincent #7 wells located in Acadia Parish, Louisiana, in each of which the II-E Partnership owns a working interest of approximately 5.8%. In addition, during the nine months ended September 30, 2001, capital expenditures for the II-A, II-B, and II-C Partnerships totaled $171,060, $492,832, and $71,313, respectively. These expenditures were primarily due to the drilling of three development wells located in Kern County, California. The II-A, II-B, and II-C Partnerships own working interests of approximately 3.9%, 16.2%, and 2.4%, respectively, in these wells. The II-A Partnership's Statement of Cash Flows for the nine months ended September 30, 2002 includes proceeds from the sale of certain oil and gas properties during December 2001 and June 2002. These proceeds were included in the Partnership's cash distributions paid in February and August 2002, respectively. NEW ACCOUNTING PRONOUNCEMENTS Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position. In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Partnerships' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Partnerships' financial condition or results of operations. In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001 (January 1, 2002 for the Partnerships). This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS No. 144, as they relate to the Partnerships, are essentially the same as FAS No. 121 and thus are not expected to have a significant effect on the Partnerships financial condition or results of operations. -40- RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. The level of net revenues is also highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as: * The worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions; * The availability of pipelines for transportation; and * Domestic and foreign government regulations and taxes. Recently, while economic factors have been relatively unfavorable for oil and natural gas demand, oil prices have benefited from the political uncertainty associated with the increase in terrorist activities in parts of the world. In the last few years, natural gas prices have varied significantly, from very high prices in late 2000 and early 2001, to low prices in late 2001 and early 2002, to rising prices in the later part of 2002. The high natural gas prices were associated with cold winter weather and decreased supply from reduced capital investment for new drilling, while the low prices were associated with warm winter weather and reduced economic activity. The more -41- recent increase in prices is the result of increased demand from weather patterns, the pricing effect of relatively high oil prices and increased concern about the ability of the industry to meet any longer-term demand increases based upon current drilling activity. It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will remain. Operating costs, including General and Administrative Expenses, may not decline over time or may experience only a gradual decline, thus adversely affecting net revenues as either production or oil and natural gas prices decline. In any particular period, net revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events. PROVED RESERVES AND NET PRESENT VALUE - ------------------------------------- The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States, for the periods indicated. The proved reserves were estimated by petroleum engineers -42- employed by affiliates of the Partnerships, and are annually reviewed by an independent engineering firm. "Proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. The following information includes certain gas balancing adjustments which cause the gas volume to differ from the reserve reports prepared by the General Partner. II-A Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 373,529 5,870,258 Production ( 44,969) ( 618,085) Sale of minerals in place ( 4,154) ( 109,339) Extensions and discoveries 14,912 11,337 Revisions of previous estimates 93,272 334,526 ------- --------- Proved reserves, Sept. 30, 2002 432,590 5,488,697 ======= ========= II-B Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 284,386 4,283,056 Production ( 30,747) ( 462,665) Sale of minerals in place ( 3,132) - Extensions and discoveries 14,662 20,562 Revisions of previous estimates 49,705 339,334 ------- --------- Proved reserves, Sept. 30, 2002 314,874 4,180,287 ======= ========= -43- II-C Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 95,478 3,251,837 Production ( 11,065) ( 263,604) Sale of minerals in place ( 438) ( 113) Revisions of previous estimates 16,278 161,948 ------- --------- Proved reserves, Sept. 30, 2002 100,253 3,150,068 ======= ========= II-D Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 192,838 9,391,858 Production ( 25,931) ( 613,015) Sale of minerals in place ( 4,601) ( 1,174) Extensions and discoveries 18,832 11,783 Revisions of previous estimates 3,224 ( 82,487) ------- --------- Proved reserves, Sept. 30, 2002 184,362 8,706,965 ======= ========= -44- II-E Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 146,528 3,643,582 Production ( 18,651) ( 383,242) Sale of minerals in place - ( 13,492) Extensions and discoveries 2,283 5,883 Revisions of previous estimates 27,987 342,075 ------- --------- Proved reserves, Sept. 30, 2002 158,147 3,594,806 ======= ========= II-F Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 218,525 3,008,911 Production ( 21,483) ( 338,964) Sale of minerals in place - ( 33,002) Extensions and discoveries 1,264 14,384 Revisions of previous estimates 41,066 295,720 ------- --------- Proved reserves, Sept. 30, 2002 239,372 2,947,049 ======= ========= -45- II-G Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 459,154 6,439,996 Production ( 45,038) ( 721,221) Sale of minerals in place - ( 69,121) Extensions and discoveries 12,198 34,130 Revisions of previous estimates 76,440 632,874 ------- --------- Proved reserves, Sept. 30, 2002 502,754 6,316,658 ======= ========= II-H Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 107,290 1,555,333 Production ( 10,464) ( 172,467) Sale of minerals in place - ( 15,921) Extensions and discoveries 69 6,958 Revisions of previous estimates 20,548 155,611 ------- --------- Proved reserves, Sept. 30, 2002 117,443 1,529,514 ======= ========= -46- In addition to the volume changes, the net present value of the Partnerships' reserves may change dramatically as oil and gas prices change or as volumes change for the reasons described above. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. The following table indicates the estimated net present value of the Partnerships' proved reserves as of December 31, 2001 and September 30, 2002. Net present value attributable to the Partnerships' proved reserves was calculated on the basis of current costs and prices as of the date of estimation. Such prices were $16.75 per barrel and $2.65 per Mcf as of December 31, 2001 and $27.25 per barrel and $3.76 per Mcf as of September 30, 2002. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to the date the net present value was estimated. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves will actually be realized for such production. Net Present Value of Reserves --------------------------------- Partnership 12/31/01 9/30/02 ----------- ----------- ----------- II-A $ 8,039,055 $11,916,979 II-B $ 5,893,237 $ 8,964,618 II-C $ 3,983,242 $ 5,630,261 II-D $12,252,920 $15,635,099 II-E $ 4,806,139 $ 7,143,383 II-F $ 4,668,143 $ 7,358,685 II-G $ 9,899,151 $15,635,338 II-H $ 2,354,203 $ 3,729,092 -47- Subsequent to September 30, 2002, the II-C and II-D Partnerships sold their interests in five wells located in the Paradox Basin, San Miguel County, Colorado. The sale proceeds were less than the estimated net present value of the II-C and II-D Partnerships' reserves for these wells as included in the Annual Report on Form 10-K for the year ended December 31, 2001. This can be attributed to a greater than expected production decline in 2002 and revisions in calculating certain gas pricing deductions. II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- ---------- Oil and gas sales $932,585 $1,053,681 Oil and gas production expenses $314,976 $ 420,380 Barrels produced 13,602 16,056 Mcf produced 193,018 229,824 Average price/Bbl $ 26.25 $ 24.82 Average price/Mcf $ 2.98 $ 2.85 As shown in the table above, total oil and gas sales decreased $121,096 (11.5%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately $60,000 and $105,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately $19,000 and $25,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,454 barrels and 36,806 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) the sale of several wells during early 2002 and (ii) normal declines in production. The decrease in volumes of gas sold was primarily due to (i) a positive prior period gas balancing adjustment on one significant well during the three months ended September 30, 2001, (ii) positive prior period volume -48- adjustments on two significant wells during the three months ended September 30, 2001, and (iii) a negative prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 2002. Average oil and gas prices increased to $26.25 per barrel and $2.98 per Mcf, respectively, for the three months ended September 30, 2002 from $24.82 per barrel and $2.85 per Mcf, respectively, for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $105,404 (25.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) the sale of several wells during early 2002 and (ii) workover expenses incurred on several wells during the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 33.8% for the three months ended September 30, 2002 from 39.9% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $67,480 (75.7%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002 and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 2.3% for the three months ended September 30, 2002 from 8.5% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant for the three months ended September 30, 2002 and 2001. As a percentage of oil and gas sales, these expenses increased to 14.6% for the three months ended September 30, 2002 from 12.9% for the three months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. -49- NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $2,700,081 $4,192,688 Oil and gas production expenses $1,117,942 $1,164,136 Barrels produced 44,969 53,356 Mcf produced 618,085 605,205 Average price/Bbl $ 22.55 $ 25.44 Average price/Mcf $ 2.73 $ 4.68 As shown in the table above, total oil and gas sales decreased $1,492,607 (35.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $1,210,000 was related to a decrease in the average price of gas sold and (ii) $213,000 was related to a decrease in volumes of oil sold. Volumes of oil sold decreased 8,387 barrels, while volumes of gas sold increased 12,880 Mcf for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) the sale of several wells during early 2002 and (ii) normal declines in production. The increase in volumes of gas sold was primarily due to (i) a negative prior period gas balancing adjustment on one significant well during the nine months ended September 30, 2001, (ii) a positive prior period gas balancing adjustment on another significant well during the nine months ended September 30, 2002, and (iii) an increase in production on another significant well due to the successful workover of that well during late 2001 and early 2002. These increases were partially offset by (i) a positive prior period gas balancing adjustment on one significant well during the nine months ended September 30, 2001 and (ii) a negative prior period volume adjustment made by the purchaser on another significant well during the nine months ended September 30, 2002. Average oil and gas prices decreased to $22.55 per barrel and $2.73 per Mcf, respectively, for the nine months ended September 30, 2002 from $25.44 per barrel and $4.68 per Mcf, respectively, for the nine months ended September 30, 2001. -50- As discussed in Liquidity and Capital Resources above, the II-A Partnership sold certain oil and gas properties during the nine months ended September 30, 2002 and recognized a $193,272 gain on such sales. Sales of oil and gas properties during the nine months ended September 30, 2001 resulted in similar gains of $3,277. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $46,194 (4.0%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) the sale of several wells during early 2002, and (iii) a partial reversal during the nine months ended September 30, 2002 of approximately $22,000 (due to a partial post-judgment settlement) of a charge previously accrued for a judgment. These decreases were partially offset by workover expenses incurred on several wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 41.4% for the nine months ended September 30, 2002 from 27.8% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $69,762 (27.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002 and (ii) the decrease in volumes of oil sold. As a percentage of oil and gas sales, this expense increased to 6.8% for the nine months ended September 30, 2002 from 6.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -51- General and administrative expenses increased $6,652 (1.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 15.8% for the nine months ended September 30, 2002 from 10.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $55,237,357 or 114.06% of Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $652,635 $768,036 Oil and gas production expenses $195,428 $278,553 Barrels produced 9,413 10,958 Mcf produced 139,524 133,773 Average price/Bbl $ 26.18 $ 25.59 Average price/Mcf $ 2.91 $ 3.65 As shown in the table above, total oil and gas sales decreased $115,401 (15.0%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately (i) $102,000 was related to a decrease in the average price of gas sold and (ii) $40,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by an increase of approximately $21,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 1,545 barrels, while volumes of gas sold increased 5,751 Mcf for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The decrease in volumes of oil sold was -52- primarily due to normal declines in production. Average oil prices increased to $26.18 per barrel for the three months ended September 30, 2002 from $25.59 per barrel for the three months ended September 30, 2001. Average gas prices decreased to $2.91 per Mcf for the three months ended September 30, 2002 from $3.65 per Mcf for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $83,125 (29.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) positive prior period lease operating expense adjustments made by the operators on several wells during the three months ended September 30, 2001, (ii) workover expenses incurred on several wells during the three months ended September 30, 2001, 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 29.9% for the three months ended September 30, 2002 from 36.3% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $30,692 (73.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 1.7% for the three months ended September 30, 2002 from 5.4% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant for the three months ended September 30, 2002 and 2001. As a percentage of oil and gas sales, these expenses increased to 15.7% for the three months ended September 30, 2002 from 13.2% for the three months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. -53- NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,905,822 $3,201,233 Oil and gas production expenses $ 785,656 $ 755,741 Barrels produced 30,747 40,089 Mcf produced 462,665 446,563 Average price/Bbl $ 22.93 $ 25.72 Average price/Mcf $ 2.60 $ 4.86 As shown in the table above, total oil and gas sales decreased $1,295,411 (40.5%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $1,047,000 was related to a decrease in the average price of gas sold and (ii) $240,000 was related to a decrease in volumes of oil sold. Volumes of oil sold decreased 9,342 barrels, while volumes of gas sold increased 16,102 Mcf for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. 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 operator on one significant well during the nine months ended September 30, 2001. Average oil and gas prices decreased to $22.93 per barrel and $2.60 per Mcf, respectively, for the nine months ended September 30, 2002 from $25.72 per barrel and $4.86 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $29,915 (4.0%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to workover expenses incurred on several wells during the nine months ended September 30, 2002. This increase was partially offset by (i) a decrease in production taxes associated with the decrease in oil and -54- gas sales and (ii) positive prior period lease operating expense adjustments made by the operators on several wells during the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 41.2% for the nine months ended September 30, 2002 from 23.6% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $7,454 (5.2%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, this expense increased to 7.1% for the nine months ended September 30, 2002 from 4.5% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $5,236 (1.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 16.9% for the nine months ended September 30, 2002 from 9.9% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $39,783,916 or 109.99% of the Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $324,790 $329,733 Oil and gas production expenses $ 86,846 $ 98,982 Barrels produced 3,328 3,401 Mcf produced 86,084 73,930 Average price/Bbl $ 26.40 $ 25.73 Average price/Mcf $ 2.75 $ 3.28 -55- As shown in the table above, total oil and gas sales decreased $4,943 (1.5%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately (i) $45,000 was related to a decrease in the average price of gas sold and (ii) $2,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by increases of approximately (i) $40,000 related to an increase in volumes of gas sold and (ii) $2,000 related to an increase in the average price of oil sold. Volumes of oil sold decreased 73 barrels, while volumes of gas sold increased 12,154 Mcf for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The increase 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 three months ended September 30, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during late 2001 and early 2002. Average oil prices increased to $26.40 per barrel for the three months ended September 30, 2002 from $25.73 per barrel for the three months ended September 30, 2001. Average gas prices decreased to $2.75 per Mcf for the three months ended September 30, 2002 from $3.28 per Mcf for the three months ended September 30, 2001. The II-C Partnership sold certain oil and gas properties during the three months ended September 30, 2001 and recognized a $21,257 gain on such sales. No such sales occurred during the three months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $12,136 (12.3%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) workover expenses incurred on one significant well during the three months ended September 30, 2001 and (ii) negative prior period lease operating expense adjustments on two significant wells during the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 26.7% for the three months ended September 30, 2002 from 30.0% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. -56- Depreciation, depletion, and amortization of oil and gas properties decreased $17,714 (76.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 1.7% for the three months ended September 30, 2002 from 7.1% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $835 (1.9%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 13.8% for the three months ended September 30, 2002 from 13.3% for the three months ended September 30, 2001. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 -------- ---------- Oil and gas sales $929,549 $1,446,754 Oil and gas production expenses $324,291 $ 313,715 Barrels produced 11,065 10,944 Mcf produced 263,604 236,794 Average price/Bbl $ 23.25 $ 25.78 Average price/Mcf $ 2.55 $ 4.92 As shown in the table above, total oil and gas sales decreased $517,205 (35.7%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately $624,000 was related to a decrease in the average price of gas sold, which decrease was partially offset by an increase of approximately $132,000 related to an increase in volumes of gas sold. Volumes of oil and gas sold increased 121 barrels and 26,810 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the -57- nine months ended September 30, 2001. The increase in volumes of gas sold was primarily due to (i) a negative prior period gas balancing adjustment on one significant well during the nine months ended September 30, 2001, (ii) an increase in production on another significant well due to the successful workover of that well during late 2001 and early 2002, and (iii) a positive prior period volume adjustment made by the purchaser on another significant well during the nine months ended September 30, 2002. Average oil and gas prices decreased to $23.25 per barrel and $2.55 per Mcf, respectively, for the nine months ended September 30, 2002 from $25.78 per barrel and $4.92 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $10,576 (3.4%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to workover expenses incurred on two significant wells during the nine months ended September 30, 2002. This increase was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 34.9% for the nine months ended September 30, 2002 from 21.7% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $6,720 (9.0%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. This decrease was partially offset by the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 7.3% for the nine months ended September 30, 2002 from 5.2% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -58- General and administrative expenses increased $2,622 (1.8%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 16.0% for the nine months ended September 30, 2002 from 10.1% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $18,408,686 or 119.06% of the Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $786,875 $658,006 Oil and gas production expenses $223,405 $309,232 Barrels produced 7,549 3,920 Mcf produced 212,305 183,262 Average price/Bbl $ 26.59 $ 25.25 Average price/Mcf $ 2.76 $ 3.05 As shown in the table above, total oil and gas sales increased $128,869 (19.6%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this increase, approximately $92,000 and $89,000, respectively, were related to increases in volumes of oil and gas sold. These increases were partially offset by a decrease of approximately $61,000 related to a decrease in the average price of gas sold. Volumes of oil and gas sold increased 3,629 barrels and 29,043 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The increase in volumes of oil sold was primarily due to (i) the successful completion of a new well during late 2001 and (ii) an increase in production on one significant well due to the successful workover of that -59- well during mid 2001. The increase in volumes of gas sold was primarily due to (i) an increase in production on several wells due to successful workovers of those wells during mid 2001, (ii) the successful completion of two new wells during late 2001, and (iii) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 2002. These increases were partially offset by the II-D Partnership receiving a reduced percentage of sales on another significant well during the three months ended September 30, 2002 due to gas balancing. As of the date of this Quarterly Report, management expects the gas balancing adjustment to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold for the II-D Partnership. Average oil prices increased to $26.59 per barrel for the three months ended September 30, 2002 from $25.25 per barrel for the three months ended September 30, 2001. Average gas prices decreased to $2.76 per Mcf for the three months ended September 30, 2002 from $3.05 per Mcf for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $85,827 (27.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2001 and (ii) the sale of one significant well during late 2001. These decreases were partially offset by workover expenses incurred on another significant well during the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 28.4% for the three months ended September 30, 2002 from 47.0% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $30,888 (64.9%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil reserves at September 30, 2002. This decrease was partially offset by the increases in volumes of oil and gas -60- sold. As a percentage of oil and gas sales, this expense decreased to 2.1% for the three months ended September 30, 2002 from 7.2% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $965 (1.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 11.4% for the three months ended September 30, 2002 from 13.4% for the three months ended September 30, 2001. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, -------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $2,122,635 $3,099,117 Oil and gas production expenses $ 718,259 $ 856,481 Barrels produced 25,931 11,707 Mcf produced 613,015 544,751 Average price/Bbl $ 22.60 $ 25.32 Average price/Mcf $ 2.51 $ 5.14 As shown in the table above, total oil and gas sales decreased $976,482 (31.5%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately $1,617,000 was related to a decrease in the average price of gas sold. This decrease was partially offset by increases of approximately $360,000 and $351,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 14,224 barrels and 68,264 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The increase in volumes of oil sold was primarily due to (i) the successful completion of a new well during late 2001 and (ii) an increase in production on one significant well due to the successful -61- workover of that well during mid 2001. The increase in volumes of gas sold was primarily due to (i) the successful completion of two new wells during late 2001, (ii) a negative prior period gas balancing adjustment on one significant well during the nine months ended September 30, 2001, and (iii) an increase in production on another significant well due to a successful workover of that well during mid 2001. These increases were partially offset by the II-D Partnership receiving a reduced percentage of sales on another significant well during the nine months ended September 30, 2002 due to gas balancing. As of the date of this Quarterly Report, management expects the gas balancing adjustment to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold for the II-D Partnership. Average oil and gas prices decreased to $22.60 per barrel and $2.51 per Mcf, respectively, for the nine months ended September 30, 2002 from $25.32 per barrel and $5.14 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $138,222 (16.1%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2001, and (iii) the sale of one significant well during late 2001. These decreases were partially offset by workover expenses incurred on several wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 33.8% for the nine months ended September 30, 2002 from 27.6% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $8,936 (6.3%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to the increases in volumes of oil and gas sold. This increase was partially offset by upward revisions in the estimates of remaining oil reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to -62- 7.1% for the nine months ended September 30, 2002 from 4.6% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $4,471 (1.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 13.4% for the nine months ended September 30, 2002 from 9.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $37,749,903 or 119.89% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $589,004 $484,770 Oil and gas production expenses $128,012 $167,714 Barrels produced 5,795 5,508 Mcf produced 146,173 122,319 Average price/Bbl $ 27.57 $ 24.39 Average price/Mcf $ 2.94 $ 2.86 As shown in the table above, total oil and gas sales increased $104,234 (21.5%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this increase, approximately (i) $68,000 was related to an increase in volumes of gas sold and (ii) $18,000 and $10,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold increased 287 barrels and 23,854 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The increase in volumes of gas sold was primarily due -63- to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 2002, (ii) the successful completion of a new well during late 2001, and (iii) an increase in production on another significant well due to the successful workover of that well during mid 2001. These increases were partially offset by the II-E Partnership receiving a reduced percentage of sales on one significant well during the three months ended September 30, 2002 due to gas balancing. As of the date of this Quarterly Report, management expects the gas balancing adjustment to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold for the II-E Partnership. Average oil and gas prices increased to $27.57 per barrel and $2.94 per Mcf, respectively, for the three months ended September 30, 2002 from $24.39 per barrel and $2.86 per Mcf, respectively, for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $39,702 (23.7%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2001 and (ii) the sale of one significant well during late 2001. These decreases were partially offset by a negative prior period lease operating expense adjustment made by the operator on another significant well during the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 21.7% for the three months ended September 30, 2002 from 34.6% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $24,525 (51.5%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. This decrease was partially offset by the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense -64- decreased to 3.9% for the three months ended September 30, 2002 from 9.8% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,931 (3.0%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 11.3% for the three months ended September 30, 2002 from 13.3% for the three months ended September 30, 2001. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,461,055 $2,175,380 Oil and gas production expenses $ 415,961 $ 510,170 Barrels produced 18,651 17,673 Mcf produced 383,242 364,663 Average price/Bbl $ 23.57 $ 26.38 Average price/Mcf $ 2.67 $ 4.69 As shown in the table above, total oil and gas sales decreased $714,325 (32.8%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately $775,000 was related to a decrease in the average price of gas sold, which decrease was partially offset by an increase of approximately $87,000 related to an increase in volumes of gas sold. Volumes of oil and gas sold increased 978 barrels and 18,579 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Average oil and gas prices decreased to $23.57 per barrel and $2.67 per Mcf, respectively, for the nine months ended September 30, 2002 from $26.38 per barrel and $4.69 per Mcf, respectively, for the nine months ended September 30, 2001. -65- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $94,209 (18.5%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2001, and (iii) the sale of one significant well during late 2001. These decreases were partially offset by a negative prior period lease operating expense adjustment made by the operator on another significant well during the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 28.5% for the nine months ended September 30, 2002 from 23.5% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $2,876 (2.0%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. This decrease was partially offset by the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 9.7% for the nine months ended September 30, 2002 from 6.6% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $7,005 (3.4%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 14.7% for the nine months ended September 30, 2002 from 9.5% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $27,048,574 or 118.21% of Limited Partners' capital contributions. -66- II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $527,359 $501,038 Oil and gas production expenses $104,855 $137,457 Barrels produced 6,838 8,282 Mcf produced 119,681 107,646 Average price/Bbl $ 27.31 $ 23.54 Average price/Mcf $ 2.85 $ 2.84 As shown in the table above, total oil and gas sales increased $26,321 (5.3%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this increase, approximately (i) $34,000 was related to an increase in volumes of gas sold and (ii) $26,000 was related to an increase in the average price of oil sold. These increases were partially offset by a decrease of approximately $34,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 1,444 barrels, while volumes of gas sold increased 12,035 Mcf for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. 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, 2001. The increase in volumes of gas sold was primarily due to (i) the successful completion of several new wells during late 2001 and early 2002 and (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2002. Average oil and gas prices increased to $27.31 per barrel and $2.85 per Mcf, respectively, for the three months ended September 30, 2002 from $23.54 per barrel and $2.84 per Mcf, respectively, for the three months ended September 30, 2001. -67- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $32,602 (23.7%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to workover expenses incurred on several wells during the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 19.9% for the three months ended September 30, 2002 from 27.4% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $11,414 (20.9%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 8.2% for the three months ended September 30, 2002 from 10.9% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,919 (4.0%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 9.5% for the three months ended September 30, 2002 from 9.7% for the three months ended September 30, 2001. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,369,918 $2,100,752 Oil and gas production expenses $ 339,998 $ 399,516 Barrels produced 21,483 23,361 Mcf produced 338,964 345,767 Average price/Bbl $ 23.06 $ 25.82 Average price/Mcf $ 2.58 $ 4.33 -68- As shown in the table above, total oil and gas sales decreased $730,834 (34.8%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately $594,000 was related to a decrease in the average price of gas sold. Volumes of oil and gas sold decreased 1,878 barrels and 6,803 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Average oil and gas prices decreased to $23.06 per barrel and $2.58 per Mcf, respectively, for the nine months ended September 30, 2002 from $25.82 per barrel and $4.33 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $59,518 (14.9%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) workover expenses incurred on several wells during the nine months ended September 30, 2001. These decreases were partially offset by workover expenses incurred on several wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 24.8% for the nine months ended September 30, 2002 from 19.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $26,526 (15.7%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002 and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 10.4% for the nine months ended September 30, 2002 from 8.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -69- General and administrative expenses increased $6,238 (3.9%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 12.1% for the nine months ended September 30, 2002 from 7.6% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $21,544,051 or 125.69% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,115,779 $1,061,074 Oil and gas production expenses $ 224,778 $ 292,153 Barrels produced 14,328 17,351 Mcf produced 254,078 229,608 Average price/Bbl $ 27.32 $ 23.53 Average price/Mcf $ 2.85 $ 2.84 As shown in the table above, total oil and gas sales increased $54,705 (5.2%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this increase, approximately (i) $70,000 was related to an increase in volumes of gas sold and (ii) $54,000 was related to an increase in the average price of oil sold. These increases were partially offset by a decrease of approximately $71,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,023 barrels, while volumes of gas sold increased 24,470 Mcf for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. 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 -70- purchaser on one significant well during the three months ended September 30, 2001. The increase in volumes of gas sold was primarily due to (i) the successful completion of several new wells during late 2001 and early 2002 and (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2002. Average oil and gas prices increased to $27.32 per barrel and $2.85 per Mcf, respectively, for the three months ended September 30, 2002 from $23.53 per barrel and $2.84 per Mcf, respectively, for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $67,375 (23.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to workover expenses incurred on several wells during the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 20.1% for the three months ended September 30, 2002 from 27.5% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $24,305 (20.9%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 8.2% for the three months ended September 30, 2002 from 11.0% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,917 (1.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 9.5% for the three months ended September 30, 2002 from 9.8% for the three months ended September 30, 2001. -71- NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $2,902,621 $4,464,197 Oil and gas production expenses $ 725,790 $ 852,626 Barrels produced 45,038 48,974 Mcf produced 721,221 736,998 Average price/Bbl $ 23.06 $ 25.82 Average price/Mcf $ 2.58 $ 4.34 As shown in the table above, total oil and gas sales decreased $1,561,576 (35.0%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately $1,267,000 was related to a decrease in the average price of gas sold. Volumes of oil and gas sold decreased 3,936 barrels and 15,777 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Average oil and gas prices decreased to $23.06 per barrel and $2.58 per Mcf, respectively, for the nine months ended September 30, 2002 from $25.82 per barrel and $4.34 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $126,836 (14.9%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) workover expenses incurred on several wells during the nine months ended September 30, 2001. These decreases were partially offset by workover expenses incurred on several wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 25.0% for the nine months ended September 30, 2002 from 19.1% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -72- Depreciation, depletion, and amortization of oil and gas properties decreased $54,347 (15.1%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002 and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 10.5% for the nine months ended September 30, 2002 from 8.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $8,620 (2.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 11.5% for the nine months ended September 30, 2002 from 7.3% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $44,898,371 or 120.63% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $264,779 $251,762 Oil and gas production expenses $ 54,443 $ 71,238 Barrels produced 3,323 4,026 Mcf produced 60,676 55,054 Average price/Bbl $ 27.35 $ 23.55 Average price/Mcf $ 2.87 $ 2.85 -73- As shown in the table above, total oil and gas sales increased $13,017 (5.2%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this increase, approximately (i) $16,000 was related to an increase in volumes of gas sold and (ii) $13,000 was related to an increase in the average price of oil sold. These increases were partially offset by a decrease of approximately $17,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 703 barrels, while volumes of gas sold increased 5,622 Mcf for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. 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, 2001. The increase in volumes of gas sold was primarily due to (i) the successful completion of several new wells during late 2001 and early 2002 and (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2002. Average oil and gas prices increased to $27.35 per barrel and $2.87 per Mcf, respectively, for the three months ended September 30, 2002 from $23.55 per barrel and $2.85 per Mcf, respectively, for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $16,795 (23.6%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to workover expenses incurred on several wells during the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 20.6% for the three months ended September 30, 2002 from 28.3% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $5,191 (19.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and -74- gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 8.3% for the three months ended September 30, 2002 from 10.8% for the three months ended September 30, 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,920 (7.3%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 10.6% for the three months ended September 30, 2002 from 10.4% for the three months ended September 30, 2001. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------ 2002 2001 -------- ---------- Oil and gas sales $687,798 $1,062,850 Oil and gas production expenses $174,446 $ 206,279 Barrels produced 10,464 11,378 Mcf produced 172,467 176,501 Average price/Bbl $ 23.05 $ 25.82 Average price/Mcf $ 2.59 $ 4.36 As shown in the table above, total oil and gas sales decreased $375,052 (35.3%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately $305,000 was related to a decrease in the average price of gas sold. Volumes of oil and gas sold decreased 914 barrels and 4,034 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Average oil and gas prices decreased to $23.05 per barrel and $2.59 per Mcf, respectively, for the nine months ended September 30, 2002 from $25.82 per barrel and $4.36 per Mcf, respectively, for the nine months ended September 30, 2001. -75- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $31,833 (15.4%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) workover expenses incurred on several wells during the nine months ended September 30, 2001. These decreases were partially offset by workover expenses incurred on several wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 25.4% for the nine months ended September 30, 2002 from 19.4% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $12,549 (14.9%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002 and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 10.4% for the nine months ended September 30, 2002 from 7.9% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $5,297 (5.7%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 14.3% for the nine months ended September 30, 2002 from 8.7% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $10,432,364 or 113.75% of Limited Partners' capital contributions. -76- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Within the 90 days prior to the date of this report, the Partnerships carried out an evaluation under the supervision and with the participation of the Partnerships' management, including their chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Partnerships' disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Partnerships' chief executive officer and chief financial officer concluded that the Partnerships' disclosure controls and procedures are effective in timely alerting them to material information relating to the Partnerships required to be included in the Partnerships' periodic filings with the SEC. There have been no significant changes in the Partnerships' internal controls or in other factors which significantly affect the Partnerships' internal controls subsequent to the date the Partnerships carried out this evaluation. -77- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-A Partnership. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-B Partnership. 99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-C Partnership. 99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-D Partnership. 99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-E Partnership. 99.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-F Partnership. 99.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-G Partnership. 99.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-H Partnership. (b) Reports on Form 8-K. None. -78- 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: January 8, 2003 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President (Principal Executive Officer) Date: January 8, 2003 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -79- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-A; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -80- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -81- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-A; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -82- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -83- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-B; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -84- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -85- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-B; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -86- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -87- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-C; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -88- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -89- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-C; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -90- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -91- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-D; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -92- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -93- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-D; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -94- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -95- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-E; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -96- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -97- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-E; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -98- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -99- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-F; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -100- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -101- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-F; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -102- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -103- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-G; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -104- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -105- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-G; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -106- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -107- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-H; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -108- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -109- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership II-H; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -110- a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -111- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B. 99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C. 99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D. 99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E. 99.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F. 99.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G. 99.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H. -112-