SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2005 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 ------ ------ Indicate by check mark whether the registrant is a shell company (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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,634,685 $1,557,473 Accounts receivable: Oil and gas sales 1,517,488 1,004,704 Related party (Note 2) 152 - ---------- ---------- Total current assets $3,152,325 $2,562,177 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,534,988 2,226,122 DEFERRED CHARGE 606,501 625,308 ---------- ---------- $6,293,814 $5,413,607 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 235,248 $ 273,971 Accrued liability - other (Note 1) - 26,672 Gas imbalance payable 107,937 108,636 Asset retirement obligation - current (Note 1) 16,851 34,994 ---------- ---------- Total current liabilities $ 360,036 $ 444,273 LONG-TERM LIABILITIES: Accrued liability $ 153,326 $ 179,306 Asset retirement obligation (Note 1) 861,052 358,676 ---------- ---------- Total long-term liabilities $1,014,378 $ 537,982 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 136,230) ($ 201,586) Limited Partners, issued and outstanding, 484,283 units 5,055,630 4,632,938 ---------- ---------- Total Partners' capital $4,919,400 $4,431,352 ---------- ---------- $6,293,814 $5,413,607 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $2,048,071 $1,504,390 Interest income 8,398 2,633 ---------- ---------- $2,056,469 $1,507,023 COSTS AND EXPENSES: Lease operating $ 326,011 $ 250,642 Production tax 106,325 80,778 Depreciation, depletion, and amortization of oil and gas properties 170,685 47,147 General and administrative (Note 2) 133,844 133,468 ---------- ---------- $ 736,865 $ 512,035 ---------- ---------- NET INCOME $1,319,604 $ 994,988 ========== ========== GENERAL PARTNER - NET INCOME $ 146,482 $ 103,479 ========== ========== LIMITED PARTNERS - NET INCOME $1,173,122 $ 891,509 ========== ========== NET INCOME per unit $ 2.42 $ 1.84 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $5,483,417 $4,345,158 Interest income 21,283 5,814 ---------- ---------- $5,504,700 $4,350,972 COSTS AND EXPENSES: Lease operating $ 864,469 $ 821,266 Production tax 306,278 240,414 Depreciation, depletion, and amortization of oil and gas properties 298,306 143,790 General and administrative (Note 2) 424,079 425,933 ---------- ---------- $1,893,132 $1,631,403 ---------- ---------- NET INCOME $3,611,568 $2,719,569 ========== ========== GENERAL PARTNER - NET INCOME $ 385,876 $ 284,317 ========== ========== LIMITED PARTNERS - NET INCOME $3,225,692 $2,435,252 ========== ========== NET INCOME per unit $ 6.66 $ 5.03 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,611,568 $2,719,569 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 298,306 143,790 Settlement of asset retirement obligation ( 188) - Increase in accounts receivable - oil and gas sales ( 512,784) ( 187,159) Increase in accounts receivable - related party (Note 2) ( 152) - Decrease in deferred charge 18,807 2,635 Decrease in accounts payable ( 63,721) ( 91,944) Decrease in accrued liability - other ( 26,672) - Decrease in gas imbalance payable ( 699) ( 16,482) Increase (decrease) in accrued liability ( 25,980) 3,682 ---------- ---------- Net cash provided by operating activities $3,298,485 $2,574,091 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 125,035) ($ 35,173) Proceeds from sale of oil and gas properties 27,282 4,662 ---------- ---------- Net cash used by investing activities ($ 97,753) ($ 30,511) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,123,520) ($2,421,903) ---------- ---------- Net cash used by financing activities ($3,123,520) ($2,421,903) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 77,212 $ 121,677 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,557,473 1,428,609 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,634,685 $1,550,286 ========== ========== 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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,144,792 $1,079,057 Accounts receivable: Oil and gas sales 1,166,234 750,466 ---------- ---------- Total current assets $2,311,026 $1,829,523 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,635,284 1,590,243 DEFERRED CHARGE 266,353 252,768 ---------- ---------- $4,212,663 $3,672,534 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 160,050 $ 202,172 Gas imbalance payable 36,339 39,527 Asset retirement obligation - current (Note 1) 10,432 17,122 ---------- ---------- Total current liabilities $ 206,821 $ 258,821 LONG-TERM LIABILITIES: Accrued liability $ 55,411 $ 42,599 Asset retirement obligation (Note 1) 362,921 193,076 ---------- ---------- Total long-term liabilities $ 418,332 $ 235,675 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 180,404) ($ 232,828) Limited Partners, issued and outstanding, 361,719 units 3,767,914 3,410,866 ---------- ---------- Total Partners' capital $3,587,510 $3,178,038 ---------- ---------- $4,212,663 $3,672,534 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $1,540,789 $1,116,621 Interest income 5,544 1,784 ---------- ---------- $1,546,333 $1,118,405 COSTS AND EXPENSES: Lease operating $ 241,604 $ 184,346 Production tax 83,314 63,056 Depreciation, depletion, and amortization of oil and gas properties 98,345 40,752 General and administrative (Note 2) 100,305 100,015 ---------- ---------- $ 523,568 $ 388,169 ---------- ---------- NET INCOME $1,022,765 $ 730,236 ========== ========== GENERAL PARTNER - NET INCOME $ 110,573 $ 76,512 ========== ========== LIMITED PARTNERS - NET INCOME $ 912,192 $ 653,724 ========== ========== NET INCOME per unit $ 2.52 $ 1.81 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $4,030,598 $3,194,701 Interest income 14,425 4,006 ---------- ---------- $4,045,023 $3,198,707 COSTS AND EXPENSES: Lease operating $ 650,362 $ 599,340 Production tax 235,028 190,141 Depreciation, depletion, and amortization of oil and gas properties 220,406 112,977 General and administrative (Note 2) 323,180 323,758 ---------- ---------- $1,428,976 $1,226,216 ---------- ---------- NET INCOME $2,616,047 $1,972,491 ========== ========== GENERAL PARTNER - NET INCOME $ 279,999 $ 207,016 ========== ========== LIMITED PARTNERS - NET INCOME $2,336,048 $1,765,475 ========== ========== NET INCOME per unit $ 6.46 $ 4.88 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,616,047 $1,972,491 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 220,406 112,977 Settlement of asset retirement obligations ( 58) - Increase in accounts receivable - oil and gas sales ( 415,768) ( 128,793) Increase in deferred charge ( 13,585) ( 9,592) Decrease in accounts payable ( 64,927) ( 28,900) Decrease in gas imbalance payable ( 3,188) ( 29,552) Increase in accrued liability 12,812 15,840 ---------- ---------- Net cash provided by operating activities $2,351,739 $1,904,471 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 111,834) ($ 5,143) Proceeds from sale of oil and gas properties 32,405 - ---------- ---------- Net cash used by investing activities ($ 79,429) ($ 5,143) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,206,575) ($1,715,887) ---------- ---------- Net cash used by financing activities ($2,206,575) ($1,715,887) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 65,735 $ 183,441 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,079,057 933,790 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,144,792 $1,117,231 ========== ========== 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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 574,094 $ 506,061 Accounts receivable: Oil and gas sales 577,623 365,499 ---------- ---------- Total current assets $1,151,717 $ 871,560 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 778,099 729,670 DEFERRED CHARGE 148,970 121,531 ---------- ---------- $2,078,786 $1,722,761 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 66,518 $ 77,395 Gas imbalance payable 20,237 22,040 Asset retirement obligation - current (Note 1) 11,137 10,892 ---------- ---------- Total current liabilities $ 97,892 $ 110,327 LONG-TERM LIABILITIES: Accrued liability $ 36,017 $ 34,323 Asset retirement obligation (Note 1) 146,320 62,682 ---------- ---------- Total long-term liabilities $ 182,337 $ 97,005 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 67,247) ($ 96,672) Limited Partners, issued and outstanding, 154,621 units 1,865,804 1,612,101 ---------- ---------- Total Partners' capital $1,798,557 $1,515,429 ---------- ---------- $2,078,786 $1,722,761 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Oil and gas sales $752,178 $525,483 Interest income 2,741 816 -------- -------- $754,919 $526,299 COSTS AND EXPENSES: Lease operating $100,528 $ 72,863 Production tax 48,604 33,085 Depreciation, depletion, and amortization of oil and gas properties 41,765 16,021 General and administrative (Note 2) 43,640 43,495 -------- -------- $234,537 $165,464 -------- -------- NET INCOME $520,382 $360,835 ======== ======== GENERAL PARTNER - NET INCOME $ 55,523 $ 37,444 ======== ======== LIMITED PARTNERS - NET INCOME $464,859 $323,391 ======== ======== NET INCOME per unit $ 3.00 $ 2.10 ======== ======== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $2,054,452 $1,542,920 Interest income 6,959 1,876 ---------- ---------- $2,061,411 $1,544,796 COSTS AND EXPENSES: Lease operating $ 238,987 $ 260,207 Production tax 140,936 101,446 Depreciation, depletion, and amortization of oil and gas properties 90,801 55,076 General and administrative (Note 2) 152,710 151,138 ---------- ---------- $ 623,434 $ 567,867 ---------- ---------- NET INCOME $1,437,977 $ 976,929 ========== ========== GENERAL PARTNER - NET INCOME $ 151,274 $ 102,462 ========== ========== LIMITED PARTNERS - NET INCOME $1,286,703 $ 874,467 ========== ========== NET INCOME per unit $ 8.32 $ 5.66 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,437,977 $976,929 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 90,801 55,076 Settlement of asset retirement obligations ( 40) - Increase in accounts receivable - oil and gas sales ( 212,124) ( 52,346) (Increase) decrease in deferred charge ( 27,439) 738 Decrease in accounts payable ( 21,833) ( 19,157) Decrease in gas imbalance payable ( 1,803) ( 17,328) Increase in accrued liability 1,694 6,805 ---------- -------- Net cash provided by operating activities $1,267,233 $950,717 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 58,239) ($ 631) Proceeds from sale of oil and gas properties 13,888 - ---------- -------- Net cash used by investing activities ($ 44,351) ($ 631) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,154,849) ($888,917) ---------- -------- Net cash used by financing activities ($1,154,849) ($888,917) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 68,033 $ 61,169 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 506,061 467,560 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 574,094 $528,729 ========== ======== 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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,171,019 $ 967,251 Accounts receivable: Oil and gas sales 1,213,427 754,092 ---------- ---------- Total current assets $2,384,446 $1,721,343 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,633,649 1,385,376 DEFERRED CHARGE 371,693 345,329 ---------- ---------- $4,389,788 $3,452,048 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 152,423 $ 157,313 Gas imbalance payable 21,060 22,596 Asset retirement obligation - current (Note 1) 24,499 25,732 ---------- ---------- Total current liabilities $ 197,982 $ 205,641 LONG-TERM LIABILITIES: Accrued liability $ 103,008 $ 109,349 Asset retirement obligation (Note 1) 383,791 161,328 ---------- ---------- Total long-term liabilities $ 486,799 $ 270,677 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 116,668) ($ 174,338) Limited Partners, issued and outstanding, 314,878 units 3,821,675 3,150,068 ---------- ---------- Total Partners' capital $3,705,007 $2,975,730 ---------- ---------- $4,389,788 $3,452,048 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $1,523,262 $1,091,156 Interest income 5,067 1,613 ---------- ---------- $1,528,329 $1,092,769 COSTS AND EXPENSES: Lease operating $ 197,431 $ 163,645 Production tax 111,811 68,710 Depreciation, depletion, and amortization of oil and gas properties 80,677 35,306 General and administrative (Note 2) 87,490 87,234 ---------- ---------- $ 477,409 $ 354,895 ---------- ---------- NET INCOME $1,050,920 $ 737,874 ========== ========== GENERAL PARTNER - NET INCOME $ 111,847 $ 76,803 ========== ========== LIMITED PARTNERS - NET INCOME $ 939,073 $ 661,071 ========== ========== NET INCOME per unit $ 2.98 $ 2.10 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $4,242,627 $3,199,311 Interest income 13,300 3,780 Other income 8,411 - ---------- ---------- $4,264,338 $3,203,091 COSTS AND EXPENSES: Lease operating $ 561,023 $ 586,032 Production tax 306,842 204,749 Depreciation, depletion, and amortization of oil and gas properties 121,370 163,623 General and administrative (Note 2) 284,610 284,704 ---------- ---------- $1,273,845 $1,239,108 ---------- ---------- NET INCOME $2,990,493 $1,963,983 ========== ========== GENERAL PARTNER - NET INCOME $ 307,886 $ 210,746 ========== ========== LIMITED PARTNERS - NET INCOME $2,682,607 $1,753,237 ========== ========== NET INCOME per unit $ 8.52 $ 5.57 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,990,493 $1,963,983 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 121,370 163,623 Increase in accounts receivable - oil and gas sales ( 459,335) ( 104,584) (Increase) decrease in deferred charge ( 26,364) 3,578 Decrease in accounts payable ( 5,137) ( 52,133) Increase (decrease) in gas imbalance payable ( 1,536) 2,492 Decrease in accrued liability ( 6,341) ( 920) ---------- ---------- Net cash provided by operating activities $2,613,150 $1,976,039 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 163,161) ($ 8,349) Proceeds from sale of oil and gas properties 14,995 - ---------- ---------- Net cash used by investing activities ($ 148,166) ($ 8,349) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,261,216) ($1,792,365) ---------- ---------- Net cash used by financing activities ($2,261,216) ($1,792,365) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 203,768 $ 175,325 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 967,251 908,655 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,171,019 $1,083,980 ========== ========== 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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 721,330 $ 680,844 Accounts receivable: Oil and gas sales 787,246 453,868 ---------- ---------- Total current assets $1,508,576 $1,134,712 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,247,255 1,246,328 DEFERRED CHARGE 211,963 208,295 ---------- ---------- $2,967,794 $2,589,335 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 98,227 $ 180,564 Gas imbalance payable 43,424 43,424 Asset retirement obligation - current (Note 1) 1,198 24,458 ---------- ---------- Total current liabilities $ 142,849 $ 248,446 LONG-TERM LIABILITIES: Accrued liability $ 10,219 $ 10,668 Asset retirement obligation (Note 1) 211,507 77,986 ---------- ---------- Total long-term liabilities $ 221,726 $ 88,654 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 86,928) ($ 132,096) Limited Partners, issued and outstanding, 228,821 units 2,690,147 2,384,331 ---------- ---------- Total Partners' capital $2,603,219 $2,252,235 ---------- ---------- $2,967,794 $2,589,335 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Oil and gas sales $966,956 $708,149 Interest income 3,637 1,235 Gain on sale of oil and gas properties - 1,166 -------- -------- $970,593 $710,550 COSTS AND EXPENSES: Lease operating $122,133 $108,533 Production tax 68,910 50,460 Depreciation, depletion, and amortization of oil and gas properties 56,750 41,538 General and administrative (Note 2) 63,943 63,747 -------- -------- $311,736 $264,278 -------- -------- NET INCOME $658,857 $446,272 ======== ======== GENERAL PARTNER - NET INCOME $ 70,630 $ 48,180 ======== ======== LIMITED PARTNERS - NET INCOME $588,227 $398,092 ======== ======== NET INCOME per unit $ 2.57 $ 1.74 ======== ======== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $2,510,259 $2,127,571 Interest income 9,128 2,798 Other income 5,177 - Gain on sale of oil and gas properties - 9,419 ---------- ---------- $2,524,564 $2,139,788 COSTS AND EXPENSES: Lease operating $ 320,768 $ 327,431 Production tax 179,470 141,668 Depreciation, depletion, and amortization of oil and gas properties 136,410 230,376 General and administrative (Note 2) 213,789 213,922 ---------- ---------- $ 850,437 $ 913,397 ---------- ---------- NET INCOME $1,674,127 $1,226,391 ========== ========== GENERAL PARTNER - NET INCOME $ 178,311 $ 142,286 ========== ========== LIMITED PARTNERS - NET INCOME $1,495,816 $1,084,105 ========== ========== NET INCOME per unit $ 6.54 $ 4.74 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,674,127 $1,226,391 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 136,410 230,376 Gain on sale of oil and gas properties - ( 9,419) Increase in accounts receivable - oil and gas sales ( 333,378) ( 73,489) (Increase) decrease in deferred charge ( 3,668) 476 Decrease in accounts payable ( 77,841) ( 719) Increase (decrease) in accrued liability ( 449) 1,710 ---------- ---------- Net cash provided by operating activities $1,395,201 $1,375,326 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 31,572) ($ 15,473) Proceeds from the sale of oil and gas properties - 7,877 ---------- ---------- Net cash used by investing activities ($ 31,572) ($ 7,596) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,323,143) ($1,263,115) ---------- ---------- Net cash used by financing activities ($1,323,143) ($1,263,115) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 40,486 $ 104,615 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 680,844 638,668 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 721,330 $ 743,283 ========== ========== 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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 776,157 $ 657,406 Accounts receivable: Oil and gas sales 824,230 457,333 ---------- ---------- Total current assets $1,600,387 $1,114,739 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,207,200 1,187,019 DEFERRED CHARGE 32,203 35,102 ---------- ---------- $2,839,790 $2,336,860 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 79,071 $ 235,395 Gas imbalance payable 2,235 3,392 Asset retirement obligation - current (Note 1) 4,090 6,987 ---------- ---------- Total current liabilities $ 85,396 $ 245,774 LONG-TERM LIABILITIES: Accrued liability $ 20,748 $ 20,227 Asset retirement obligation (Note 1) 207,830 95,331 ---------- ---------- Total long-term liabilities $ 228,578 $ 115,558 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 44,449) ($ 98,202) Limited Partners, issued and outstanding, 171,400 Units 2,570,265 2,073,730 ---------- ---------- Total Partners' capital $2,525,816 $1,975,528 ---------- ---------- $2,839,790 $2,336,860 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- -------- REVENUES: Oil and gas sales $1,020,162 $758,316 Interest income 3,885 1,133 Gain on sale of oil and gas properties - 2,852 ---------- -------- $1,024,047 $762,301 COSTS AND EXPENSES: Lease operating $ 88,482 $121,722 Production tax 60,733 48,916 Depreciation, depletion, and amortization of oil and gas properties 44,415 102,759 General and administrative (Note 2) 47,920 47,777 ---------- -------- $ 241,550 $321,174 ---------- -------- NET INCOME $ 782,497 $441,127 ========== ======== GENERAL PARTNER - NET INCOME $ 81,859 $ 53,095 ========== ======== LIMITED PARTNERS - NET INCOME $ 700,638 $388,032 ========== ======== NET INCOME per unit $ 4.08 $ 2.27 ========== ======== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $2,837,237 $2,227,315 Interest income 9,271 2,675 Gain on sale of oil and gas properties - 24,162 ---------- ---------- $2,846,508 $2,254,152 COSTS AND EXPENSES: Lease operating $ 234,066 $ 267,892 Production tax 175,652 144,651 Depreciation, depletion, and amortization of oil and gas properties 103,718 157,307 General and administrative (Note 2) 165,358 164,907 ---------- ---------- $ 678,794 $ 734,757 ---------- ---------- NET INCOME $2,167,714 $1,519,395 ========== ========== GENERAL PARTNER - NET INCOME $ 225,179 $ 163,857 ========== ========== LIMITED PARTNERS - NET INCOME $1,942,535 $1,355,538 ========== ========== NET INCOME per unit $ 11.33 $ 7.91 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,167,714 $1,519,395 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 103,718 157,307 Gain on sale of oil and gas properties - ( 24,162) Increase in accounts receivable - oil and gas sales ( 366,897) ( 92,521) (Increase) decrease in deferred charge 2,899 ( 654) Increase (decrease) in accounts payable ( 145,094) 25,311 Decrease in gas imbalance payable ( 1,157) ( 165) Increase (decrease) in accrued liability 521 ( 61) ---------- ---------- Net cash provided by operating activities $1,761,704 $1,584,450 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 25,527) ($ 30,710) Proceeds from sale of oil and gas properties - 21,745 ---------- ---------- Net cash used by investing activities ($ 25,527) ($ 8,965) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,617,426) ($1,481,689) ---------- ---------- Net cash used by financing activities ($1,617,426) ($1,481,689) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 118,751 $ 93,796 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 657,406 604,369 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 776,157 $ 698,165 ========== ========== 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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,655,206 $1,401,928 Accounts receivable: Oil and gas sales 1,753,930 972,620 ---------- ---------- Total current assets $3,409,136 $2,374,548 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,595,621 2,554,683 DEFERRED CHARGE 68,976 75,307 ---------- ---------- $6,073,733 $5,004,538 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 168,698 $ 498,893 Gas imbalance payable 9,519 11,846 Asset retirement obligation - current (Note 1) 8,752 15,421 ---------- ---------- Total current liabilities $ 186,969 $ 526,160 LONG-TERM LIABILITIES: Accrued liability $ 42,178 $ 35,560 Asset retirement obligation (Note 1) 446,097 203,216 ---------- ---------- Total long-term liabilities $ 488,275 $ 238,776 PARTNERS' CAPITAL (DEFICIT): General Partner $ 11,863 ($ 101,669) Limited Partners, issued and outstanding, 372,189 Units 5,386,626 4,341,271 ---------- ---------- Total Partners' capital $5,398,489 $4,239,602 ---------- ---------- $6,073,733 $5,004,538 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $2,307,415 $1,607,190 Interest income 8,397 2,493 Gain on sale of oil and gas properties - 5,963 ---------- ---------- $2,315,812 $1,615,646 COSTS AND EXPENSES: Lease operating $ 189,666 $ 259,284 Production tax 138,944 104,258 Depreciation, depletion, and amortization of oil and gas properties 94,797 233,199 General and administrative (Note 2) 102,861 102,577 ---------- ---------- $ 526,268 $ 699,318 ---------- ---------- NET INCOME $1,789,544 $ 916,328 ========== ========== GENERAL PARTNER - NET INCOME $ 186,646 $ 112,053 ========== ========== LIMITED PARTNERS - NET INCOME $1,602,898 $ 804,275 ========== ========== NET INCOME per unit $ 4.30 $ 2.16 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $6,041,256 $4,731,606 Interest income 20,062 5,808 Gain on sale of oil and gas properties - 50,598 ---------- ---------- $6,061,318 $4,788,012 COSTS AND EXPENSES: Lease operating $ 519,298 $ 574,445 Production tax 374,454 309,150 Depreciation, depletion, and amortization of oil and gas properties 225,137 350,549 General and administrative (Note 2) 330,639 332,274 ---------- ---------- $1,449,528 $1,566,418 ---------- ---------- NET INCOME $4,611,790 $3,221,594 ========== ========== GENERAL PARTNER - NET INCOME $ 479,435 $ 349,004 ========== ========== LIMITED PARTNERS - NET INCOME $4,132,355 $2,872,590 ========== ========== NET INCOME per unit $ 11.10 $ 7.72 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,611,790 $3,221,594 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 225,137 350,549 Gain on sale of oil and gas properties - ( 50,598) Increase in accounts receivable - oil and gas sales ( 781,310) ( 196,639) (Increase) decrease in deferred charge 6,331 ( 1,233) Increase (decrease) in accounts payable ( 305,682) 54,287 Increase (decrease) in gas imbalance payable ( 2,327) 3,412 Increase in accrued liability 6,618 379 ---------- ---------- Net cash provided by operating activities $3,760,557 $3,381,751 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 54,376) ($ 67,130) Proceeds from sale of oil and gas properties - 45,638 ---------- ---------- Net cash used by investing activities ($ 54,376) ($ 21,492) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,452,903) ($3,154,342) ---------- ---------- Net cash used by financing activities ($3,452,903) ($3,154,342) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 253,278 $ 205,917 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,401,928 1,284,869 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,655,206 $1,490,786 ========== ========== 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, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 392,473 $ 329,148 Accounts receivable: Oil and gas sales 413,114 232,187 ---------- ---------- Total current assets $ 805,587 $ 561,335 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 616,628 605,801 DEFERRED CHARGE 17,017 19,734 ---------- ---------- $1,439,232 $1,186,870 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 40,429 $ 118,306 Asset retirement obligation - current (Note 1) 2,113 3,884 ---------- ---------- Total current liabilities $ 42,542 $ 122,190 LONG-TERM LIABILITIES: Accrued liability $ 11,884 $ 11,907 Asset retirement obligation (Note 1) 109,232 49,677 ---------- ---------- Total long-term liabilities $ 121,116 $ 61,584 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 27,811) ($ 54,377) Limited Partners, issued and outstanding, 91,711 Units 1,303,385 1,057,473 ---------- ---------- Total Partners' capital $1,275,574 $1,003,096 ---------- ---------- $1,439,232 $1,186,870 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Oil and gas sales $546,763 $381,538 Interest income 1,922 525 Gain on sale of oil and gas properties - 1,379 -------- -------- $548,685 $383,442 COSTS AND EXPENSES: Lease operating $ 45,781 $ 62,041 Production tax 33,370 24,914 Depreciation, depletion, and amortization of oil and gas properties 22,767 55,636 General and administrative (Note 2) 26,113 26,025 -------- -------- $128,031 $168,616 -------- -------- NET INCOME $420,654 $214,826 ======== ======== GENERAL PARTNER - NET INCOME $ 43,923 $ 26,364 ======== ======== LIMITED PARTNERS - NET INCOME $376,731 $188,462 ======== ======== NET INCOME per unit $ 4.10 $ 2.05 ======== ======== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $1,431,686 $1,129,619 Interest income 4,524 1,311 Gain on sale of oil and gas properties - 11,749 ---------- ---------- $1,436,210 $1,142,679 COSTS AND EXPENSES: Lease operating $ 123,372 $ 138,904 Production tax 90,013 74,416 Depreciation, depletion, and amortization of oil and gas properties 53,845 83,744 General and administrative (Note 2) 99,751 98,468 ---------- ---------- $ 366,981 $ 395,532 ---------- ---------- NET INCOME $1,069,229 $ 747,147 ========== ========== GENERAL PARTNER - NET INCOME $ 111,317 $ 81,167 ========== ========== LIMITED PARTNERS - NET INCOME $ 957,912 $ 665,980 ========== ========== NET INCOME per unit $ 10.44 $ 7.26 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,069,229 $747,147 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 53,845 83,744 Gain on sale of oil and gas properties - ( 11,749) Increase in accounts receivable - oil and gas sales ( 180,927) ( 46,382) Decrease in deferred charge 2,717 350 Increase (decrease) in accounts payable ( 71,762) 11,967 Decrease in accrued liability ( 23) ( 426) ---------- -------- Net cash provided by operating activities $ 873,079 $784,651 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 13,003) ($ 16,778) Proceeds from sale of oil and gas properties - 10,643 ---------- -------- Net cash used by investing activities ($ 13,003) ($ 6,135) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 796,751) ($730,512) ---------- -------- Net cash used by financing activities ($ 796,751) ($730,512) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 63,325 $ 48,004 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 329,148 305,096 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 392,473 $353,100 ========== ======== 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, 2005 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 2005, combined statements of operations for the three and nine months ended September 30, 2005 and 2004, and combined statements of cash flows for the nine months ended September 30, 2005 and 2004 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, 2005, the combined results of operations for the three and nine months ended September 30, 2005 and 2004, and the combined cash flows for the nine months ended September 30, 2005 and 2004. 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, 2004. The results of operations for the period ended September 30, 2005 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. 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 and estimated salvage value of the equipment. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss (including the elimination of the asset retirement obligation) 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 December 31, 2004 for the II-A Partnership represents a charge accrued for the payment of a judgment related to plugging liabilities. The decrease in Accrued Liability - Other from December 31, 2004 to September 30, 2005 was due to a ruling made by the Texas Supreme Court on April 8, 2005 that the Partnership did not owe this liability. ASSET RETIREMENT OBLIGATIONS ---------------------------- The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be -35- recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised in the future based on changes to related economic lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted to reflect changing industry experience. The Partnerships' asset retirement obligations were revised upward for the three months ended September 30, 2005 due to an increase in both the labor and rig costs associated with plugging wells. Cash flows would not be affected until wells are actually plugged and abandoned. The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the nine months ended September 30, 2005, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships recognized approximately $139,000, $59,000, $27,000, $58,000, $28,000, $23,000, $50,000 and $12,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset retirement obligation and depletion of the increase in capitalized cost of oil and gas properties. The components of the change in asset retirement obligations for the three and nine months ended September 30, 2005 and 2004 are as shown below. II-A Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $400,259 $282,712 Additions and revisions 455,395 78 Accretion expense 22,249 2,328 -------- -------- Total Asset Retirement, Obligation, End of Quarter $877,903 $285,118 ======== ======== -36- Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $393,670 $277,914 Additions and revisions 455,751 78 Settlements and disposals ( 1,820) - Accretion expense 30,302 7,126 -------- -------- Total Asset Retirement, Obligation, End of Period $877,903 $285,118 ======== ======== Asset Retirement Obligation - Current $ 16,851 $ 15,007 Asset Retirement Obligation - Long-Term 861,052 270,111 II-B Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $213,451 $205,612 Additions and revisions 151,673 - Accretion expense 8,229 1,698 -------- -------- Total Asset Retirement, Obligation, End of Quarter $373,353 $207,310 ======== ======== Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $210,198 $202,141 Additions and revisions 151,673 - Settlements and disposals ( 987) - Accretion expense 12,469 5,169 -------- -------- Total Asset Retirement, Obligation, End of Period $373,353 $207,310 ======== ======== Asset Retirement Obligation - Current $ 10,432 $ 16,434 Asset Retirement Obligation - Long-Term 362,921 190,876 -37- II-C Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $ 74,697 $72,606 Additions and revisions 78,750 - Accretion expense 4,010 671 -------- ------- Total Asset Retirement, Obligation, End of Quarter $157,457 $73,277 ======== ======= Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $ 73,574 $71,173 Additions and revisions 78,918 - Settlements and disposals ( 673) - Accretion expense 5,638 2,104 -------- ------- Total Asset Retirement, Obligation, End of Period $157,457 $73,277 ======== ======= Asset Retirement Obligation - Current $ 11,137 $10,460 Asset Retirement Obligation - Long-Term 146,320 62,817 II-D Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $192,966 $189,766 Additions and revisions 204,930 - Accretion expense 10,394 1,868 -------- -------- Total Asset Retirement, Obligation, End of Quarter $408,290 $191,634 ======== ======== -38- Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $187,060 $185,990 Additions and revisions 206,692 - Accretion expense 14,538 5,644 -------- -------- Total Asset Retirement, Obligation, End of Period $408,290 $191,634 ======== ======== Asset Retirement Obligation - Current $ 24,499 $ 25,370 Asset Retirement Obligation - Long-Term 383,791 166,264 II-E Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $104,945 $100,357 Additions and revisions 102,471 ( 132) Accretion expense 5,289 977 -------- -------- Total Asset Retirement, Obligation, End of Quarter $212,705 $101,202 ======== ======== Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $102,444 $ 98,320 Additions and revisions 102,712 ( 132) Accretion expense 7,549 3,014 -------- -------- Total Asset Retirement, Obligation, End of Period $212,705 $101,202 ======== ======== Asset Retirement Obligation - Current $ 1,198 $ 24,164 Asset Retirement Obligation - Long-Term 211,507 77,038 -39- II-F Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $105,266 $100,278 Additions and revisions 101,329 - Settlements and disposals - ( 322) Accretion expense 5,325 1,028 -------- -------- Total Asset Retirement, Obligation, End of Quarter $211,920 $100,984 ======== ======== Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $102,318 $ 98,166 Additions and revisions 101,914 - Settlements and disposals - ( 322) Accretion expense 7,688 3,140 -------- -------- Total Asset Retirement, Obligation, End of Period $211,920 $100,984 ======== ======== Asset Retirement Obligation - Current $ 4,090 $ 5,316 Asset Retirement Obligation - Long-Term 207,830 95,668 II-G Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $224,865 $214,245 Additions and revisions 218,530 - Settlements and disposals - ( 673) Accretion expense 11,454 2,187 -------- -------- Total Asset Retirement, Obligation, End of Quarter $454,849 $215,759 ======== ======== -40- Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $218,637 $209,768 Additions and revisions 219,756 - Settlements and disposals - ( 673) Accretion expense 16,456 6,664 -------- -------- Total Asset Retirement, Obligation, End of Period $454,849 $215,759 ======== ======== Asset Retirement Obligation - Current $ 8,752 $ 11,648 Asset Retirement Obligation - Long-Term 446,097 204,111 II-H Partnership ---------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $ 55,098 $52,511 Additions and revisions 53,424 - Settlements and disposals - ( 156) Accretion expense 2,823 524 -------- ------- Total Asset Retirement, Obligation, End of Quarter $111,345 $52,879 ======== ======= Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $ 53,561 $51,379 Additions and revisions 53,708 - Settlements and disposals - ( 156) Accretion expense 4,076 1,656 -------- ------- Total Asset Retirement, Obligation, End of Period $111,345 $52,879 ======== ======= Asset Retirement Obligation - Current $ 2,113 $ 2,899 Asset Retirement Obligation - Long-Term 109,232 49,980 -41- 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, 2005, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- II-A $6,401 $127,443 II-B 5,115 95,190 II-C 2,951 40,689 II-D 4,627 82,863 II-E 3,727 60,216 II-F 2,815 45,105 II-G 4,917 97,944 II-H 1,978 24,135 During the nine months ended September 30, 2005, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- II-A $41,750 $382,329 II-B 37,610 285,570 II-C 30,643 122,067 II-D 36,021 248,589 II-E 33,141 180,648 II-F 30,043 135,315 II-G 36,807 293,832 II-H 27,346 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. ACCOUNTS RECEIVABLE - RELATED PARTY ----------------------------------- The Accounts Receivable - Related Party at September 30, 2005 for the II-A Partnership represents oil and gas revenues initially paid directly to an affiliate that have not been disbursed to the II-A Partnership as of September 30, 2005. Such amount is expected to be received during the fourth quarter of 2005. -42- 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. -43- 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, 2005 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 may, however, reduce or eliminate cash available for a particular quarterly distribution. During the nine months ended September 30, 2005, capital expenditures for the II-B and II-C Partnerships totaled approximately $91,000 and $50,000, respectively. These expenditures were primarily due to the recompletion of the Berniece 1 well located in Grayson County, Texas. The II-B and II-C Partnerships own working interests of approximately 35.2% and 15.1%, respectively, in this well. During the nine months ended September 30, 2005, capital expenditures for the II-D Partnership totaled approximately $148,000. These expenditures were primarily due to the recompletion of the Blakenship #4-8 well located in Fremont County, Wyoming. The II-D Partnership owns working interest of approximately 39.3% in this well. Other capital expenditures incurred by the Partnerships during the nine months ended September 30, 2005 and 2004 were not material to the Partnerships' cash flows. -44- Pursuant to the terms of the Partnerships' partnership agreements (the "Partnership Agreements"), the Partnerships would have terminated on December 31, 2001. However, the Partnership agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Quarterly Report, the General Partner has extended the terms of the Partnerships for their third two year extension period to December 31, 2007. CRITICAL ACCOUNTING POLICIES - ---------------------------- 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 the 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. Depletion of the cost 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' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs and estimated salvage value of the equipment. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss (including the elimination of the asset retirement obligation) reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas field (rather than separately for each well). If the unamortized costs of oil and gas properties within a field exceeds the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the estimated discounted future -45- cash flows from the properties. The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease. The Deferred Charge on the Balance Sheets represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in calculating the Deferred Charge and Accrued Liability is the annual average production costs per Mcf. The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices for which the Partnerships are currently settling this liability. These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by negotiated or contractual payment to the underproduced party. ASSET RETIREMENT OBLIGATIONS - ---------------------------- The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. -46- NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- The Partnerships are not aware of any recently issued accounting pronouncements that would have an impact on the Partnerships' future results of operations and financial position. 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 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. -47- II-A Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 640,885 6,276,815 Production ( 15,816) ( 168,702) Extensions and discoveries 187 2,716 Revisions of previous estimates 37,034 113,517 ------- --------- Proved reserves, March 31, 2005 662,290 6,224,346 Production ( 13,187) ( 161,605) Extensions and discoveries 800 18,941 Revisions of previous estimates ( 290) 173,417 ------- --------- Proved reserves, June 30, 2005 649,613 6,255,099 Production ( 15,065) ( 154,320) Extensions and discoveries 59 4,581 Revisions of previous estimates 21,229 190,582 ------- --------- Proved reserves, Sept. 30, 2005 655,836 6,295,942 ======= ========= -48- II-B Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 464,848 4,820,010 Production ( 11,643) ( 129,650) Extensions and discoveries 64 4,059 Revisions of previous estimates 22,552 58,832 ------- --------- Proved reserves, March 31, 2005 475,821 4,753,251 Production ( 9,816) ( 116,193) Extensions and discoveries 12 9,749 Revisions of previous estimates ( 19,347) 33,530 ------- --------- Proved reserves, June 30, 2005 446,670 4,680,337 Production ( 9,782) ( 133,131) Extensions and discoveries 11 2,545 Revisions of previous estimates 25,318 91,575 ------- --------- Proved reserves, Sept. 30, 2005 462,217 4,641,326 ======= ========= -49- II-C Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 165,761 3,453,278 Production ( 4,575) ( 77,808) Extension and discoveries 32 1,854 Revisions of previous estimates 7,005 47,020 ------- --------- Proved reserves, March 31, 2005 168,223 3,424,344 Production ( 3,361) ( 78,411) Extension and discoveries 7 5,875 Revisions of previous estimates ( 2,175) 38,848 ------- --------- Proved reserves, June 30, 2005 162,694 3,390,656 Production ( 3,456) ( 75,921) Extension and discoveries 11 18,247 Revisions of previous estimates 2,775 87,989 ------- --------- Proved reserves, Sept. 30, 2005 162,024 3,420,971 ======= ========= -50- II-D Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 187,315 9,092,389 Production ( 7,013) ( 185,605) Extensions and discoveries 5 11,470 Revisions of previous estimates 6,872 164,006 ------- --------- Proved reserves, March 31, 2005 187,179 9,082,260 Production ( 4,408) ( 173,273) Extensions and discoveries 4 - Revisions of previous estimates ( 718) 79,699 ------- --------- Proved reserves, June 30, 2005 182,057 8,988,686 Production ( 5,043) ( 171,734) Extensions and discoveries 6 186,039 Revisions of previous estimates 4,144 389,471 ------- --------- Proved reserves, Sept. 30, 2005 181,164 9,392,462 ======= ========= -51- II-E Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 180,202 4,984,738 Production ( 5,318) ( 98,896) Extensions and discoveries 186 6,167 Revisions of previous estimates 7,387 81,303 ------- --------- Proved reserves, March 31, 2005 182,457 4,973,312 Production ( 3,842) ( 87,304) Extensions and discoveries 510 3,354 Revisions of previous estimates 2,368 29,614 ------- --------- Proved reserves, June 30, 2005 181,493 4,918,976 Production ( 4,451) ( 94,171) Extensions and discoveries 659 1,317 Revisions of previous estimates 1,549 174,322 ------- --------- Proved reserves, Sept. 30, 2005 179,250 5,000,444 ======= ========= -52- II-F Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 341,736 3,712,870 Production ( 6,823) ( 104,383) Extension and discoveries 439 7,152 Revisions of previous estimates 8,721 62,265 ------- --------- Proved reserves, March 31, 2005 344,073 3,677,904 Production ( 6,372) ( 103,555) Extension and discoveries 1,245 8,451 Revisions of previous estimates 7,595 99,991 ------- --------- Proved reserves, June 30, 2005 346,541 3,682,791 Production ( 6,361) ( 89,579) Extension and discoveries 1,620 669 Revisions of previous estimates ( 2,175) 61,050 ------- --------- Proved reserves, Sept. 30, 2005 339,625 3,654,931 ======= ========= -53- II-G Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 716,461 7,960,566 Production ( 14,304) ( 223,081) Extension and discoveries 921 14,464 Revisions of previous estimates 18,322 136,471 ------- --------- Proved reserves, March 31, 2005 721,400 7,888,420 Production ( 13,416) ( 198,301) Extension and discoveries 3,508 18,546 Revisions of previous estimates 15,062 185,201 ------- --------- Proved reserves, June 30, 2005 726,554 7,893,866 Production ( 13,354) ( 213,516) Extension and discoveries 2,484 1,366 Revisions of previous estimates ( 3,522) 155,581 ------- --------- Proved reserves, Sept. 30, 2005 712,162 7,837,297 ======= ========= -54- II-H Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 166,923 1,928,846 Production ( 3,322) ( 53,716) Extension and discoveries 213 3,519 Revisions of previous estimates 4,244 33,734 ------- --------- Proved reserves, March 31, 2005 168,058 1,912,383 Production ( 3,074) ( 47,242) Extension and discoveries 603 4,061 Revisions of previous estimates 3,652 41,465 ------- --------- Proved reserves, June 30, 2005 169,239 1,910,667 Production ( 3,085) ( 51,155) Extension and discoveries 844 3,045 Revisions of previous estimates ( 1,104) 34,976 ------- --------- Proved reserves, Sept. 30, 2005 165,894 1,897,533 ======= ========= 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 September 30, 2005, June 30, 2005, March 31, 2005, and December 31, 2004. 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 not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The table also indicates the oil and gas prices in effect on the dates corresponding to the reserve valuations. Changes in the oil and gas prices cause the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves to fluctuate. 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 September 30, 2005. There can be no assurance -55- that the prices used in calculating the net present value of the Partnerships' proved reserves at September 30, 2005 will actually be realized for such production. Net Present Value of Reserves (In 000's) ---------------------------------------------- Partnership 9/30/05 6/30/05 3/31/05 12/31/04 ----------- ------- ------- ------- -------- II-A $51,084 $28,281 $28,682 $ 22,578 II-B 36,137 22,017 21,176 16,787 II-C 24,917 12,581 12,892 10,385 II-D 62,363 28,119 28,456 23,002 II-E 30,458 15,942 16,143 13,208 II-F 28,099 16,225 16,089 13,041 II-G 59,937 34,443 34,175 27,698 II-H 14,379 8,194 8,143 6,599 Oil and Gas Prices ---------------------------------------------- Pricing 9/30/05 6/30/05 3/31/05 12/31/04 ----------- ------- ------- ------- -------- Oil (Bbl) $ 66.21 $ 56.63 $ 55.31 $ 43.36 Gas (Mcf) 15.21 7.07 7.17 6.02 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: -56- * 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 and the impact of weather-related events; * The availability of pipelines for transportation; and * Domestic and foreign government eegulations and taxes. 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. In addition to pricing, the level of net revenues is also 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. Despite this general trend of declining production, several factors can cause the volumes of oil and gas sold to increase or decrease at an even greater rate over a given period. These factors include, but are not limited to, (i) geophysical conditions which cause an acceleration of the decline in production, (ii) the shutting in of wells (or the opening of previously shut-in wells) due to low oil and gas prices (or high oil and gas prices), mechanical difficulties, loss of a market or transportation, or performance of workovers, recompletions, or other operations in the well, (iii) prior period volume adjustments (either positive or negative) made by the purchasers of the production, (iv) ownership adjustments in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at payout), and (v) completion of enhanced recovery projects which increase production for the well. Many of these factors are very significant as related to a single well or as related to many wells over a short period of time. However, due to the large number of wells owned by the Partnerships, these factors are generally not material as compared to the normal declines in production experienced on all remaining wells. -57- II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $2,048,071 $1,504,390 Oil and gas production expenses $ 432,336 $ 331,420 Barrels produced 15,065 15,639 Mcf produced 154,320 152,494 Average price/Bbl $ 58.29 $ 41.38 Average price/Mcf $ 7.58 $ 5.62 As shown in the table above, total oil and gas sales increased $543,681 (36.1%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $255,000 and $302,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $10,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 574 barrels, while volumes of gas sold increased 1,826 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the three months ended September 30, 2005, (ii) an increase in production on two significant wells following the successful workover of those wells during mid 2004, and (iii) the successful completion of several new wells during late 2004 and early 2005. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $100,916 (30.4%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) positive prior period lease operating expense adjustments made on several other wells during the three months ended September 30, 2005. These increases were partially offset by workover expenses incurred on several wells during the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 21.1% for the three months ended September 30, 2005 from 22.0% for the three months ended September 30, 2004. Depreciation, depletion, and amortization of oil and gas properties increased $123,538 (262.0%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase -58- (i) approximately $98,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $63,000 was related to previously fully depleted wells, and (ii) approximately $18,000 was due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 8.3% for the three months ended September 30, 2005 from 3.1% for the three months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.5% for the three months ended September 30, 2005 from 8.9% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $5,483,417 $4,345,158 Oil and gas production expenses $1,170,747 $1,061,680 Barrels produced 44,068 50,491 Mcf produced 484,627 494,755 Average price/Bbl $ 52.46 $ 35.72 Average price/Mcf $ 6.54 $ 5.14 As shown in the table above, total oil and gas sales increased $1,138,259 (26.2%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately $738,000 and $682,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $230,000 and $52,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 6,423 barrels and 10,128 Mcf, respectively, for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during late 2004 and early 2005 due to a transportation problem associated with line pressure. As of the date of this Quarterly Report, the shut-in well has returned to production. These -59- decreases were partially offset by (i) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2005, (ii) an increase in production on two significant wells following the successful workover of those wells during mid 2004, and (iii) the successful completion of several new wells during late 2004 and early 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $109,067 (10.3%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) positive prior period lease operating expense adjustments made on several other wells during the nine months ended September 30, 2005. These increases were partially offset by (i) workover expenses incurred on several wells during the nine months ended September 30, 2004 and (ii) a reversal during the nine months ended September 30, 2005 of approximately $27,000 of a charge previously accrued for a judgment. As a percentage of oil and gas sales, these expenses decreased to 21.4% for the nine months ended September 30, 2005 from 24.4% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties increased $154,516 (107.5%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase (i) approximately $98,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $63,000 was related to previously fully depleted wells, and (ii) approximately $18,000 was due to accretion of these additional asset retirement obligations. This increase was also due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense increased to 5.4% for the nine months ended September 30, 2005 from 3.3% for the nine months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 7.7% for the nine months ended September 30, 2005 from 9.8% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -60- The Limited Partners have received cash distributions through September 30, 2005 totaling $63,883,357 or 131.91% of Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $1,540,789 $1,116,621 Oil and gas production expenses $ 324,918 $ 247,402 Barrels produced 9,782 10,226 Mcf produced 133,131 113,757 Average price/Bbl $ 59.05 $ 43.73 Average price/Mcf $ 7.23 $ 5.88 As shown in the table above, total oil and gas sales increased $424,168 (38.0%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $150,000 and $180,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $114,000 was related to an increase in volumes of gas sold. Volumes of oil sold decreased 444 barrels, while volumes of gas sold increased 19,374 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2005, which increase was partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $77,516 (31.3%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by workover expenses incurred on two significant wells during the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 21.1% for the three months ended September 30, 2005 from 22.2% for the three months ended September 30, 2004. Depreciation, depletion, and amortization of oil and gas properties increased $57,593 (141.3%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $46,000 was due to the depletion of additional -61- capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $36,000 was related to previously fully depleted wells, and (ii) approximately $6,000 was due to accretion of these additional asset retirement obligations. This increase was also due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense increased to 6.4% for the three months ended September 30, 2005 from 3.6% for the three months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.5% for the three months ended September 30, 2005 from 9.0% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $4,030,598 $3,194,701 Oil and gas production expenses $ 885,390 $ 789,481 Barrels produced 31,241 32,500 Mcf produced 378,974 393,129 Average price/Bbl $ 51.91 $ 37.25 Average price/Mcf $ 6.36 $ 5.05 As shown in the table above, total oil and gas sales increased $835,897 (26.2%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately $458,000 and $496,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,259 barrels and 14,155 Mcf, respectively, for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Oil and gas production expenses (including lease operating expenses and production taxes) increased $95,909 (12.1%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by workover expenses incurred -62- on several other wells during the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 22.0% for the nine months ended September 30, 2005 from 24.7% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties increased $107,429 (95.1%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. This increase was also due to increases of (i) approximately $46,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $36,000 was related to previously fully depleted wells, and (ii) approximately $6,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 5.5% for the nine months ended September 30, 2005 from 3.5% for the nine months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.0% for the nine months ended September 30, 2005 from 10.1% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $45,929,916 or 126.98% of Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 -------- -------- Oil and gas sales $752,178 $525,483 Oil and gas production expenses $149,132 $105,948 Barrels produced 3,456 3,587 Mcf produced 75,921 65,885 Average price/Bbl $ 59.20 $ 44.23 Average price/Mcf $ 7.21 $ 5.57 As shown in the table above, total oil and gas sales increased $226,695 (43.1%) for the three months ended September 30, 2005 as compared to the -63- three months ended September 30, 2004. Of this increase, approximately (i) $52,000 and $125,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $56,000 was related to an increase in volumes of gas sold. Volumes of oil sold decreased 131 barrels, while volumes of gas sold increased 10,036 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of gas sold was primarily due to (i) the first receipt of revenues on one significant well during late 2004 and (ii) a positive prior period volume adjustment made by the operator on another significant well during the three months ended September 30, 2005. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $43,184 (40.8%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 19.8% for the three months ended September 30, 2005 from 20.2% for the three months ended September 30, 2004. Depreciation, depletion, and amortization of oil and gas properties increased $25,744 (160.7%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $21,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $15,000 was related to previously fully depleted wells, and (ii) approximately $3,000 was due to accretion of these additional asset retirement obligations. This increase was also due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense increased to 5.6% for the three months ended September 30, 2005 from 3.0% for the three months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 5.8% for the three months ended September 30, 2005 from 8.3% for the three months ended September 30, 2004. This percentage decrease was primarily due the increase in oil and gas sales. -64- NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $2,054,452 $1,542,920 Oil and gas production expenses $ 379,923 $ 361,653 Barrels produced 11,392 11,787 Mcf produced 232,140 224,855 Average price/Bbl $ 51.47 $ 37.21 Average price/Mcf $ 6.32 $ 4.91 As shown in the table above, total oil and gas sales increased $511,532 (33.2%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $162,000 and $328,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $36,000 was related to an increase in volumes of gas sold. Volumes of oil sold decreased 395 barrels, while volumes of gas sold increased 7,285 Mcf for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in volumes of gas sold was primarily due to (i) the first receipt of revenues on one significant well during late 2004, (ii) a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 2005, and (iii) an increase in production on several wells due to the successful workovers of those wells during late 2004 and early 2005. These increases were partially offset by (i) normal declines in production, (ii) the shutting-in of one significant well during late 2004 and early 2005 due to a transportation problem associated with line pressure, and (iii) a positive prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 2004. As of the date of this Quarterly Report, the shut-in well has returned to production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $18,270 (5.1%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during the nine months ended September 30, 2005. These increases were partially offset by workover expenses incurred on several other wells during the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 18.5% for the nine months ended September 30, 2005 from 23.4% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -65- Depreciation, depletion, and amortization of oil and gas properties increased $35,725 (64.9%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. This increase was also due to increases of (i) approximately $21,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $15,000 was related to previously fully depleted wells, and (ii) approximately $3,000 due to accretion of these additional asset retirement obligations. These increases were partially offset by (i) upward revisions in the estimates of remaining gas reserves on one significant well since September 30, 2004, (ii) the receipt of equipment credits on an abandoned well during the nine months ended September 30, 2005, and (iii) one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 4.4% for the nine months ended September 30, 2005 from 3.6% for the nine months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $1,572 (1.0%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 7.4% for the nine months ended September 30, 2005 from 9.8% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $21,695,686 or 140.32% of Limited Partners' capital contributions. -66- II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $1,523,262 $1,091,156 Oil and gas production expenses $ 309,242 $ 232,355 Barrels produced 5,043 6,060 Mcf produced 171,734 164,451 Average price/Bbl $ 56.83 $ 40.58 Average price/Mcf $ 7.20 $ 5.14 As shown in the table above, total oil and gas sales increased $432,106 (39.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $82,000 and $354,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $37,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $41,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 1,017 barrels, while volumes of gas sold increased 7,283 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The decrease in volumes of oil sold was primarily due to (i) production difficulties on one significant well during the three months ended September 30, 2005 and (ii) normal declines in production. The increase in volumes of gas sold was primarily due to (i) an increase in production on several wells following successful workovers of those wells during late 2004 and early 2005, (ii) the first receipt of revenues on one significant well during late 2004, and (iii) a positive prior period volume adjustment made by the operator on another significant well during the three months ended September 30, 2005. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $76,887 (33.1%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 20.3% for the three months ended September 30, 2005 from 21.3% for the three months ended September 30, 2004. -67- Depreciation, depletion, and amortization of oil and gas properties increased $45,371 (128.5%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $41,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $25,000 was related to previously fully depleted wells, and (ii) approximately $8,000 was due to accretion of these additional asset retirement obligations. This increase was also due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of two significant wells. These increases were partially offset by upward revisions in the estimates of remaining gas reserves since September 30, 2004. As a percentage of oil and gas sales, this expense increased to 5.3% for the three months ended September 30, 2005 from 3.2% for the three months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 5.7% for the three months ended September 30, 2005 from 8.0% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $4,242,627 $3,199,311 Oil and gas production expenses $ 867,865 $ 790,781 Barrels produced 16,464 19,304 Mcf produced 530,612 500,745 Average price/Bbl $ 49.80 $ 36.17 Average price/Mcf $ 6.45 $ 4.99 As shown in the table above, total oil and gas sales increased $1,043,316 (32.6%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $224,000 and $773,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $149,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $103,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 2,840 barrels, while volumes of gas sold increased 29,867 Mcf for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The decrease in -68- volumes of oil sold was primarily due to (i) normal declines in production and (ii) production difficulties on one significant well during the nine months ended September 30, 2005. The increase in volumes of gas sold was primarily due to (i) an increase in production on several wells following successful workovers of those wells during late 2004 and early 2005 and (ii) the first receipt of revenues on one significant well during late 2004. These increases were partially offset by the shutting-in of another significant well during late 2004 and early 2005 due to a transportation problem associated with line pressure. As of the date of this Quarterly Report, the shut-in well has returned to production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $77,084 (9.7%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during the nine months ended September 30, 2005. These increases were partially offset by workover expenses incurred on several other wells during the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 20.5% for the nine months ended September 30, 2005 from 24.7% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $42,253 (25.8%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to (i) upward revisions in the estimates of remaining gas reserves since September 30, 2004, (ii) the receipt of equipment credits on an abandoned well during the nine months ended September 30, 2005, and (iii) one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves. These decreases were partially offset by (i) an increase of approximately $41,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $25,000 was related to previously fully depleted wells, (ii) an increase of approximately $8,000 due to accretion of these additional asset retirement obligations, and (iii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of two significant wells. As a percentage of oil and gas sales, this expense decreased to 2.9% for the nine months ended September 30, 2005 from 5.1% for the nine months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) increases in the average prices of oil and gas sold. -69- General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.7% for the nine months ended September 30, 2005 from 8.9% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $45,238,903 or 143.67% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 -------- -------- Oil and gas sales $966,956 $708,149 Oil and gas production expenses $191,043 $158,993 Barrels produced 4,451 4,080 Mcf produced 94,171 108,497 Average price/Bbl $ 59.36 $ 40.59 Average price/Mcf $ 7.46 $ 5.00 As shown in the table above, total oil and gas sales increased $258,807 (36.5%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $84,000 and $232,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $15,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $72,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 371 barrels, while volumes of gas sold decreased 14,326 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) an increase in production on two significant wells following the successful workovers of those wells during late 2004 and early 2005 and (ii) the successful completion of two new wells during late 2004. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on two significant wells during the three months ended September 30, 2004. Oil and gas production expenses (including lease operating expenses and production taxes) increased $32,050 (20.2%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2005 and (ii) an -70- increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by workover expenses incurred on several other wells during the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 19.8% for the three months ended September 30, 2005 from 22.5% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties increased $15,212 (36.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $20,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $8,000 was related to previously fully depleted wells, and (ii) approximately $4,000 was due to accretion of these additional asset retirement obligations. This increase was also due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. These increases were partially offset by (i) upward revisions in the estimates of remaining gas reserves since September 30, 2004 and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense remained constant at 5.9% for the three months ended September 30, 2005 and 2004. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.6% for the three months ended September 30, 2005 from 9.0% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $2,510,259 $2,127,571 Oil and gas production expenses $ 500,238 $ 469,099 Barrels produced 13,611 13,672 Mcf produced 280,371 325,509 Average price/Bbl $ 51.53 $ 35.99 Average price/Mcf $ 6.45 $ 5.02 As shown in the table above, total oil and gas sales increased $382,688 (18.0%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately $212,000 and $400,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset -71- by decreases of approximately $2,000 and $227,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 61 barrels and 45,138 Mcf, respectively, for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The decrease in volumes of oil sold was primarily due to (i) negative prior period volume adjustments made by the operators on two significant wells during the nine months ended September 30, 2005 and (ii) normal declines in production. These decreases were substantially offset by (i) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2005, (ii) the successful completion of two new wells during late 2004, and (iii) an increase in production on one significant well following the successful workover of that well during late 2004. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of one significant well during late 2004 and early 2005 due to a transportation problem associated with line pressure, and (iii) a negative prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 2005. As of the date of this Quarterly Report, the shut-in well has returned to production. These decreases were partially offset by positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $31,139 (6.6%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by workover expenses incurred on several other wells during the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 19.9% for the nine months ended September 30, 2005 from 22.0% for the nine months ended September 30, 2004. Depreciation, depletion, and amortization of oil and gas properties decreased $93,966 (40.8%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to (i) one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves, (ii) upward revisions in the estimates of remaining gas reserves since September 30, 2004, and (iii) the decreases in volumes of oil and gas sold. These decreases were partially offset by an increase of (i) approximately $20,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $8,000 was related to previously fully depleted wells, and (ii) -72- approximately $4,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 5.4% for the nine months ended September 30, 2005 from 10.8% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.5% for the nine months ended September 30, 2005 from 10.1% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $31,489,574 or 137.62% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- -------- Oil and gas sales $1,020,162 $758,316 Oil and gas production expenses $ 149,215 $170,638 Barrels produced 6,361 5,762 Mcf produced 89,579 113,565 Average price/Bbl $ 58.50 $ 39.44 Average price/Mcf $ 7.23 $ 4.68 As shown in the table above, total oil and gas sales increased $261,846 (34.5%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $121,000 and $229,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $24,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $112,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 599 barrels, while volumes of gas sold decreased 23,986 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) the successful completion of two new wells during late 2004, (ii) an increase in production on one significant well following the successful workover of that well during late 2004, and (iii) a positive prior period volume adjustment made by the operator on another significant well during the three months ended September 30, 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume -73- adjustments made by the operators on several wells during the three months ended September 30, 2004 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $21,423 (12.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The decrease in production expenses was primarily due to workover expenses incurred on two significant wells during the three months ended September 30, 2004. This decrease was partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 14.6% for the three months ended September 30, 2005 from 22.5% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $58,344 (56.8%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This decrease was primarily due to (i) one significant well being fully depleted during the three months ended September 30, 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by increases of (i) approximately $15,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $8,000 was related to previously fully depleted wells, and (ii) approximately $4,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 4.4% for the three months ended September 30, 2005 from 13.6% for the three months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 4.7% for the three months ended September 30, 2005 from 6.3% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -74- NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $2,837,237 $2,227,315 Oil and gas production expenses $ 409,718 $ 412,543 Barrels produced 19,556 19,282 Mcf produced 297,517 328,327 Average price/Bbl $ 50.50 $ 34.58 Average price/Mcf $ 6.22 $ 4.75 As shown in the table above, total oil and gas sales increased $609,922 (27.4%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $311,000 and $436,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $9,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $146,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 274 barrels, while volumes of gas sold decreased 30,810 Mcf for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2005, (ii) the successful completion of two new wells during late 2004, and (iii) an increase in production on one significant well following the successful workover of that well during late 2004. These increases were partially offset by (i) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2005, (ii) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2004, and (iii) normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2005, and (iii) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2004. These decreases were partially offset by positive prior period volume adjustments made by the operators on several other wells during the nine months ended September 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the nine months ended September 30, 2005 and 2004. A decrease primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2004 and (ii) the receipt of ad valorem tax credits on one significant well during the nine months ended September 30, 2005 was substantially -75- offset by (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several other wells during the nine months ended September 30, 2005, and (iii) an increase in salt water disposal expenses incurred on one significant well during the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 14.4% for the nine months ended September 30, 2005 from 18.5% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $53,589 (34.1%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to (i) one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by increases of (i) approximately $15,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $8,000 was related to previously fully depleted wells, and (ii) approximately $4,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 3.7% for the nine months ended September 30, 2005 from 7.1% for the nine months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 5.8% for the nine months ended September 30, 2005 from 7.4% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $26,581,051 or 155.08% of Limited Partners' capital contributions. -76- II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $2,307,415 $1,607,190 Oil and gas production expenses $ 328,610 $ 363,542 Barrels produced 13,354 12,081 Mcf produced 213,516 241,799 Average price/Bbl $ 58.56 $ 39.43 Average price/Mcf $ 7.14 $ 4.68 As shown in the table above, total oil and gas sales increased $700,225 (43.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $255,000 and $527,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $50,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $132,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,273 barrels, while volumes of gas sold decreased 28,283 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of oil sold were primarily due to (i) the successful completion of two new wells during late 2004, (ii) an increase in production on one significant well following the successful workover of that well during late 2004, and (iii) a positive prior period volume adjustment made by the operator on another significant well during the three months ended September 30, 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during the three months ended September 30, 2004. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $34,932 (9.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This decrease was primarily due to workover expenses incurred on two significant wells during the three months ended September 30, 2004. This decrease was partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 14.2% for the three months ended September 30, 2005 from 22.6% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -77- Depreciation, depletion, and amortization of oil and gas properties decreased $138,402 (59.3%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This decrease was primarily due to (i) one significant well being fully depleted during the three months ended September 30, 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by increases of (i) approximately $32,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $17,000 was related to previously fully depleted wells, and (ii) approximately $9,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 4.1% for the three months ended September 30, 2005 from 14.5% for the three months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 4.5% for the three months ended September 30, 2005 from 6.4% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $6,041,256 $4,731,606 Oil and gas production expenses $ 893,752 $ 883,595 Barrels produced 41,074 40,419 Mcf produced 634,898 698,661 Average price/Bbl $ 50.53 $ 34.58 Average price/Mcf $ 6.25 $ 4.77 As shown in the table above, total oil and gas sales increased $1,309,650 (27.7%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $655,000 and $936,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $23,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $304,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 655 barrels, while volumes of gas sold decreased 63,763 Mcf for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in -78- volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2005, (ii) the successful completion of two new wells during late 2004, and (iii) an increase in production on one significant well following the successful workover of that well during late 2004. These increases were partially offset by (i) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2005, (ii) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2004, and (iii) normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2005, and (iii) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2004. These decreases were partially offset by positive prior period volume adjustments made by the operators on several other wells during the nine months ended September 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $10,157 (1.1%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2005, and (iii) an increase in salt water disposal expenses incurred on one significant well during the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. These increases were partially offset by (i) workover expenses incurred on several other wells during the nine months ended September 30, 2004 and (ii) the receipt of ad valorem tax credits on one significant well during the nine months ended September 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 14.8% for the nine months ended September 30, 2005 from 18.7% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $125,412 (35.8%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to (i) one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by (i) an increase of approximately $32,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $17,000 was related to previously fully depleted wells, (ii) an increase of approximately $9,000 due to -79- accretion of these additional asset retirement obligations, and (iii) one significant well being fully depleted during the nine months ended September 30, 2005 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.7% for the nine months ended September 30, 2005 from 7.4% for the nine months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 5.5% for the nine months ended September 30, 2005 from 7.0% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $55,606,371 or 149.40% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 -------- -------- Oil and gas sales $546,763 $381,538 Oil and gas production expenses $ 79,151 $ 86,955 Barrels produced 3,085 2,808 Mcf produced 51,155 57,858 Average price/Bbl $ 58.43 $ 39.40 Average price/Mcf $ 7.16 $ 4.68 As shown in the table above, total oil and gas sales increased $165,225 (43.3%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $58,000 and $127,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $11,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $31,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 277 barrels, while volumes of gas sold decreased 6,703 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) the successful completion of two new wells during late 2004, (ii) an increase in production on one significant well following the successful workover of that well during late 2004, and (iii) a positive prior period volume adjustment made by the -80- operator on one significant well during the three months ended September 30, 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during the three months ended September 30, 2004. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $7,804 (9.0%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This decrease was primarily due to workover expenses incurred on two significant wells during the three months ended September 30, 2004. This decrease was partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 14.5% for the three months ended September 30, 2005 from 22.8% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $32,869 (59.1%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This decrease was primarily due to (i) one significant well being fully depleted during the three months ended September 30, 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by increases of (i) approximately $8,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $4,000 was related to previously fully depleted wells, and (ii) approximately $2,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 4.2% for the three months ended September 30, 2005 from 14.6% for the three months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 4.8% for the three months ended September 30, 2005 from 6.8% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -81- NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $1,431,686 $1,129,619 Oil and gas production expenses $ 213,385 $ 213,320 Barrels produced 9,481 9,384 Mcf produced 152,113 168,703 Average price/Bbl $ 50.49 $ 34.58 Average price/Mcf $ 6.27 $ 4.77 As shown in the table above, total oil and gas sales increased $302,067 (26.7%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $151,000 and $227,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $3,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $79,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 97 barrels, while volumes of gas sold decreased 16,590 Mcf for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2005, (ii) the successful completion of two new wells during late 2004, and (iii) an increase in production on one significant well following the successful workover of that well during late 2004. These increases were partially offset by (i) a negative prior period volume adjustment made by the operator on another significant well during the nine months ended September 30, 2005, (ii) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2004, and (iii) normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2005, and (iii) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2004. These decreases were partially offset by positive prior period volume adjustments made by the operators on several other wells during the nine months ended September 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the nine months ended September 30, 2005 and 2004. A decrease primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2004 and (ii) the receipt of ad valorem tax credits on one significant -82- well during the nine months ended September 30, 2005 was substantially offset by (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several other wells during the nine months ended September 30, 2005, and (iii) an increase in salt water disposal expenses incurred on one significant well during the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 14.9% for the nine months ended September 30, 2005 from 18.9% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $29,899 (35.7%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to (i) one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by (i) an increase of approximately $8,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $4,000 was related to previously fully depleted wells, (ii) an increase of approximately $2,000 due to accretion of these additional asset retirement obligations, and (iii) one significant well being fully depleted during the nine months ended September 30, 2005 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.8% for the nine months ended September 30, 2005 from 7.4% for the nine months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses increased $1,283 (1.3%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 7.0% for the nine months ended September 30, 2005 from 8.7% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $12,918,364 or 140.86% of Limited Partners' capital contributions. -83- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Partnerships do not hold any market risk sensitive instruments. ITEM 4. CONTROLS AND PROCEDURES As of the end of the period covered by this report, the principal executive officer and principal financial officer conducted an evaluation of the Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this evaluation, such officers concluded that the Partnerships' disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnerships in reports filed under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time periods specified in the Securities and Exchange Commission rules and forms. -84- PART II. OTHER INFORMATION ITEM 6. EXHIBITS 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-A Partnership. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-A Partnership. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-B Partnership. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-B Partnership. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-C Partnership. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-C Partnership. -85- 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-D Partnership. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-D Partnership. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-E Partnership. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-E Partnership. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-F Partnership. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-F Partnership. 31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-G Partnership. 31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-G Partnership. 31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-H Partnership. 31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-H Partnership. 32.1 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. 32.2 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. 32.3 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. -86- 32.4 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. 32.5 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. 32.6 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. 32.7 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. 32.8 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. -87- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: November 14, 2005 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 14, 2005 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -88- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)for the Geodyne Energy Income Limited Partnership II-F. -89- 31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)for the Geodyne Energy Income Limited Partnership II-G. 31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)for the Geodyne Energy Income Limited Partnership II-G. 31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)for the Geodyne Energy Income Limited Partnership II-H. 31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)for the Geodyne Energy Income Limited Partnership II-H. 32.1 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. 32.2 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. 32.3 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. 32.4 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. 32.5 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. 32.6 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. 32.7 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. 32.8 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. -90-