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 June 30, 2006 Commission File Number: II-A: 0-16388 II-D: 0-16980 II-G: 0-17802 II-B: 0-16405 II-E: 0-17320 II-H: 0-18305 II-C: 0-16981 II-F: 0-17799 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H --------------------------------------------------------- (Exact name of Registrant as specified in its Articles) II-A 73-1295505 II-B 73-1303341 II-C 73-1308986 II-D 73-1329761 II-E 73-1324751 II-F 73-1330632 II-G 73-1336572 Oklahoma II-H 73-1342476 - ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Two West Second Street, Tulsa, Oklahoma 74103 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(918) 583-1791 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ -1- Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer -------- Accelerated filer -------- X Non-accelerated filer -------- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ The Depositary Units are not publicly traded; therefore, Registrant cannot compute the aggregate market value of the voting units held by non-affiliates of the Registrant. -2- 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 June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,754,868 $2,121,512 Accounts receivable: Oil and gas sales 1,176,306 1,539,562 ---------- ---------- Total current assets $2,931,174 $3,661,074 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,404,514 2,469,366 DEFERRED CHARGE 556,575 601,624 ---------- ---------- $5,892,263 $6,732,064 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 269,933 $ 347,424 Gas imbalance payable 94,752 96,957 Asset retirement obligation - current (Note 1) 12,086 41,485 ---------- ---------- Total current liabilities $ 376,771 $ 485,866 LONG-TERM LIABILITIES: Accrued liability $ 167,303 $ 155,405 Asset retirement obligation (Note 1) 882,595 863,302 ---------- ---------- Total long-term liabilities $1,049,898 $1,018,707 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 181,580) ($ 132,231) Limited Partners, issued and outstanding, 484,283 units 4,647,174 5,359,722 ---------- ---------- Total Partners' capital $4,465,594 $5,227,491 ---------- ---------- $5,892,263 $6,732,064 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,782,336 $1,718,212 Interest income 15,304 7,090 ---------- ---------- $1,797,640 $1,725,302 COSTS AND EXPENSES: Lease operating $ 379,689 $ 308,646 Production tax 90,914 91,890 Depreciation, depletion, and amortization of oil and gas properties 54,137 76,605 General and administrative (Note 2) 134,646 134,475 ---------- ---------- $ 659,386 $ 611,616 ---------- ---------- NET INCOME $1,138,254 $1,113,686 ========== ========== GENERAL PARTNER - NET INCOME $ 117,168 $ 117,554 ========== ========== LIMITED PARTNERS - NET INCOME $1,021,086 $ 996,132 ========== ========== NET INCOME per unit $ 2.11 $ 2.06 ========== ========== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $3,666,397 $3,435,346 Interest income 31,658 12,885 ---------- ---------- $3,698,055 $3,448,231 COSTS AND EXPENSES: Lease operating $ 805,373 $ 538,458 Production tax 197,390 199,953 Depreciation, depletion, and amortization of oil and gas properties 119,615 127,621 General and administrative (Note 2) 293,397 290,235 ---------- ---------- $1,415,775 $1,156,267 ---------- ---------- NET INCOME $2,282,280 $2,291,964 ========== ========== GENERAL PARTNER - NET INCOME $ 235,828 $ 239,394 ========== ========== LIMITED PARTNERS - NET INCOME $2,046,452 $2,052,570 ========== ========== NET INCOME per unit $ 4.23 $ 4.24 ========== ========== UNITS OUTSTANDING 484,283 484,283 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,282,280 $2,291,964 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 119,615 127,621 Settlement of asset retirement obligation ( 30,357) ( 188) (Increase) decrease in accounts receivable - oil and gas sales 363,256 ( 182,382) Decrease in deferred charge 45,049 18,807 Decrease in accounts payable ( 70,876) ( 90,046) Decrease in accrued liability - other - ( 26,672) Decrease in gas imbalance payable ( 2,205) ( 699) Increase (decrease) in accrued liability 11,898 ( 25,980) ---------- ---------- Net cash provided by operating activities $2,718,660 $2,112,425 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 41,127) ($ 98,839) Proceeds from sale of oil and gas properties - 27,282 ---------- ---------- Net cash used by investing activities ($ 41,127) ($ 71,557) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,044,177) ($2,074,198) ---------- ---------- Net cash used by financing activities ($3,044,177) ($2,074,198) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 366,644) ($ 33,330) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,121,512 1,557,473 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,754,868 $1,524,143 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,263,508 $1,604,547 Accounts receivable: Oil and gas sales 904,009 1,127,488 ---------- ---------- Total current assets $2,167,517 $2,732,035 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,493,318 1,544,218 DEFERRED CHARGE 248,928 271,456 ---------- ---------- $3,909,763 $4,547,709 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 161,184 $ 229,602 Gas imbalance payable 38,679 35,564 Asset retirement obligation - current (Note 1) 9,784 11,476 ---------- ---------- Total current liabilities $ 209,647 $ 276,642 LONG-TERM LIABILITIES: Accrued liability $ 95,318 $ 72,442 Asset retirement obligation (Note 1) 383,057 372,410 ---------- ---------- Total long-term liabilities $ 478,375 $ 444,852 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 217,670) ($ 178,888) Limited Partners, issued and outstanding, 361,719 units 3,439,411 4,005,103 ---------- ---------- Total Partners' capital $3,221,741 $3,826,215 ---------- ---------- $3,909,763 $4,547,709 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,309,235 $1,188,827 Interest income 10,972 4,885 ---------- ---------- $1,320,207 $1,193,712 COSTS AND EXPENSES: Lease operating $ 257,274 $ 242,852 Production tax 68,672 62,059 Depreciation, depletion, and amortization of oil and gas properties 33,038 83,901 General and administrative (Note 2) 101,043 100,984 ---------- ---------- $ 460,027 $ 489,796 ---------- ---------- NET INCOME $ 860,180 $ 703,916 ========== ========== GENERAL PARTNER - NET INCOME $ 87,894 $ 77,455 ========== ========== LIMITED PARTNERS - NET INCOME $ 772,286 $ 626,461 ========== ========== NET INCOME per unit $ 2.13 $ 1.74 ========== ========== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $2,794,028 $2,489,809 Interest income 23,091 8,881 ---------- ---------- $2,817,119 $2,498,690 COSTS AND EXPENSES: Lease operating $ 577,181 $ 408,758 Production tax 149,214 151,714 Depreciation, depletion, and amortization of oil and gas properties 71,271 122,061 General and administrative (Note 2) 225,661 222,875 ---------- ---------- $1,023,327 $ 905,408 ---------- ---------- NET INCOME $1,793,792 $1,593,282 ========== ========== GENERAL PARTNER - NET INCOME $ 183,484 $ 169,426 ========== ========== LIMITED PARTNERS - NET INCOME $1,610,308 $1,423,856 ========== ========== NET INCOME per unit $ 4.45 $ 3.94 ========== ========== UNITS OUTSTANDING 361,719 361,719 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,793,792 $1,593,282 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 71,271 122,061 Settlement of asset retirement obligations - ( 58) (Increase) decrease in accounts receivable - oil and gas sales 223,479 ( 123,335) (Increase) decrease in deferred charge 22,528 ( 13,585) Decrease in accounts payable ( 64,973) ( 63,319) Increase (decrease) in gas imbalance payable 3,115 ( 3,188) Increase in accrued liability 22,876 12,812 ---------- ---------- Net cash provided by operating activities $2,072,088 $1,524,670 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,861) ($ 96,284) Proceeds from sale of oil and gas properties - 32,405 ---------- ---------- Net cash used by investing activities ($ 14,861) ($ 63,879) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,398,266) ($1,516,317) ---------- ---------- Net cash used by financing activities ($2,398,266) ($1,516,317) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 341,039) ($ 55,526) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,604,547 1,079,057 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,263,508 $1,023,531 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 607,000 $ 812,768 Accounts receivable: Oil and gas sales 435,564 643,141 ---------- ---------- Total current assets $1,042,564 $1,455,909 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 710,147 728,242 DEFERRED CHARGE 142,787 155,926 ---------- ---------- $1,895,498 $2,340,077 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 68,031 $ 127,265 Gas imbalance payable 13,080 13,454 Asset retirement obligation - current (Note 1) 10,516 9,569 ---------- ---------- Total current liabilities $ 91,627 $ 150,288 LONG-TERM LIABILITIES: Accrued liability $ 51,634 $ 44,603 Asset retirement obligation (Note 1) 133,784 131,222 ---------- ---------- Total long-term liabilities $ 185,418 $ 175,825 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 85,376) ($ 57,416) Limited Partners, issued and outstanding, 154,621 units 1,703,829 2,071,380 ---------- ---------- Total Partners' capital $1,618,453 $2,013,964 ---------- ---------- $1,895,498 $2,340,077 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $638,156 $639,691 Interest income 5,634 2,373 -------- -------- $643,790 $642,064 COSTS AND EXPENSES: Lease operating $104,686 $ 63,158 Production tax 39,443 43,038 Depreciation, depletion, and amortization of oil and gas properties 16,069 33,844 General and administrative (Note 2) 44,269 44,398 -------- -------- $204,467 $184,438 -------- -------- NET INCOME $439,323 $457,626 ======== ======== GENERAL PARTNER - NET INCOME $ 44,815 $ 48,571 ======== ======== LIMITED PARTNERS - NET INCOME $394,508 $409,055 ======== ======== NET INCOME per unit $ 2.55 $ 2.65 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,368,595 $1,302,274 Interest income 11,693 4,218 ---------- ---------- $1,380,288 $1,306,492 COSTS AND EXPENSES: Lease operating $ 244,118 $ 138,459 Production tax 85,012 92,332 Depreciation, depletion, and amortization of oil and gas properties 34,003 49,036 General and administrative (Note 2) 111,222 109,070 ---------- ---------- $ 474,355 $ 388,897 ---------- ---------- NET INCOME $ 905,933 $ 917,595 ========== ========== GENERAL PARTNER - NET INCOME $ 92,484 $ 95,751 ========== ========== LIMITED PARTNERS - NET INCOME $ 813,449 $ 821,844 ========== ========== NET INCOME per unit $ 5.26 $ 5.32 ========== ========== UNITS OUTSTANDING 154,621 154,621 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 905,933 $917,595 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 34,003 49,036 Settlement of asset retirement obligations - ( 40) (Increase) decrease in accounts receivable - oil and gas sales 207,577 ( 90,785) (Increase) decrease in deferred charge 13,139 ( 27,439) Decrease in accounts payable ( 58,564) ( 24,731) Decrease in gas imbalance payable ( 374) ( 1,803) Increase in accrued liability 7,031 1,694 ---------- -------- Net cash provided by operating activities $1,108,745 $823,527 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 13,069) ($ 51,598) Proceeds from sale of oil and gas properties - 13,888 ---------- -------- Net cash used by investing activities ($ 13,069) ($ 37,710) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,301,444) ($777,978) ---------- -------- Net cash used by financing activities ($1,301,444) ($777,978) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 205,768) $ 7,839 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 812,768 506,061 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 607,000 $513,900 ========== ======== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,103,360 $1,661,561 Accounts receivable: Oil and gas sales 950,782 1,544,131 ---------- ---------- Total current assets $2,054,142 $3,205,692 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,553,914 1,559,585 DEFERRED CHARGE 359,815 371,875 ---------- ---------- $3,967,871 $5,137,152 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 143,618 $ 181,287 Gas imbalance payable 16,395 17,598 Asset retirement obligation - current (Note 1) 60,377 45,216 ---------- ---------- Total current liabilities $ 220,390 $ 244,101 LONG-TERM LIABILITIES: Accrued liability $ 126,350 $ 102,928 Asset retirement obligation (Note 1) 399,429 403,397 ---------- ---------- Total long-term liabilities $ 525,779 $ 506,325 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 154,363) ($ 65,352) Limited Partners, issued and outstanding, 314,878 units 3,376,065 4,452,078 ---------- ---------- Total Partners' capital $3,221,702 $4,386,726 ---------- ---------- $3,967,871 $5,137,152 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,199,286 $1,297,819 Interest income 13,727 4,700 ---------- ---------- $1,213,013 $1,302,519 COSTS AND EXPENSES: Lease operating $ 196,560 $ 138,335 Production tax 80,429 109,996 Depreciation, depletion, and amortization of oil and gas properties 48,501 3,279 General and administrative (Note 2) 88,183 88,167 ---------- ---------- $ 413,673 $ 339,777 ---------- ---------- NET INCOME $ 799,340 $ 962,742 ========== ========== GENERAL PARTNER - NET INCOME $ 82,926 $ 96,099 ========== ========== LIMITED PARTNERS - NET INCOME $ 716,414 $ 866,643 ========== ========== NET INCOME per unit $ 2.27 $ 2.76 ========== ========== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $2,676,458 $2,719,365 Interest income 26,642 8,233 Other income - 8,411 ---------- ---------- $2,703,100 $2,736,009 COSTS AND EXPENSES: Lease operating $ 422,453 $ 363,592 Production tax 174,789 195,031 Depreciation, depletion, and amortization of oil and gas properties 94,106 40,693 General and administrative (Note 2) 199,761 197,120 ---------- ---------- $ 891,109 $ 796,436 ---------- ---------- NET INCOME $1,811,991 $1,939,573 ========== ========== GENERAL PARTNER - NET INCOME $ 187,004 $ 196,039 ========== ========== LIMITED PARTNERS - NET INCOME $1,624,987 $1,743,534 ========== ========== NET INCOME per unit $ 5.16 $ 5.54 ========== ========== UNITS OUTSTANDING 314,878 314,878 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,811,991 $1,939,573 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 94,106 40,693 (Increase) decrease in accounts receivable - oil and gas sales 593,349 ( 244,918) (Increase) decrease in deferred charge 12,060 ( 26,364) Decrease in accounts payable ( 46,734) ( 9,723) Decrease in gas imbalance payable ( 1,203) ( 1,536) Increase (decrease) in accrued liability 23,422 ( 6,341) ---------- ---------- Net cash provided by operating activities $2,486,991 $1,691,384 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 73,347) ($ 151,873) Proceeds from sale of oil and gas properties 5,170 23,995 ---------- ---------- Net cash used by investing activities ($ 68,177) ($ 127,878) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,977,015) ($1,572,195) ---------- ---------- Net cash used by financing activities ($2,977,015) ($1,572,195) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 558,201) ($ 8,689) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,661,561 967,251 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,103,360 $ 958,562 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 908,070 $1,290,961 Accounts receivable: Oil and gas sales 498,429 822,197 ---------- ---------- Total current assets $1,406,499 $2,113,158 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,155,275 1,209,059 DEFERRED CHARGE 208,171 209,941 ---------- ---------- $2,769,945 $3,532,158 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 120,288 $ 128,602 Gas imbalance payable 43,424 43,424 Asset retirement obligation - current (Note 1) 6,379 6,501 ---------- ---------- Total current liabilities $ 170,091 $ 178,527 LONG-TERM LIABILITIES: Accrued liability $ 69,372 $ 25,448 Asset retirement obligation (Note 1) 236,512 230,556 ---------- ---------- Total long-term liabilities $ 305,884 $ 256,004 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 120,942) ($ 67,016) Limited Partners, issued and outstanding, 228,821 units 2,414,912 3,164,643 ---------- ---------- Total Partners' capital $2,293,970 $3,097,627 ---------- ---------- $2,769,945 $3,532,158 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $872,826 $714,535 Interest income 8,992 2,956 -------- -------- $881,818 $717,491 COSTS AND EXPENSES: Lease operating $158,509 $109,790 Production tax 59,634 49,583 Depreciation, depletion, and amortization of oil and gas properties 31,228 34,947 General and administrative (Note 2) 64,610 64,672 -------- -------- $313,981 $258,992 -------- -------- NET INCOME $567,837 $458,499 ======== ======== GENERAL PARTNER - NET INCOME $ 58,695 $ 48,699 ======== ======== LIMITED PARTNERS - NET INCOME $509,142 $409,800 ======== ======== NET INCOME per unit $ 2.22 $ 1.79 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,856,310 $1,543,303 Interest income 18,797 5,491 Other income - 5,177 ---------- ---------- $1,875,107 $1,553,971 COSTS AND EXPENSES: Lease operating $ 305,068 $ 198,635 Production tax 127,418 110,560 Depreciation, depletion, and amortization of oil and gas properties 76,734 79,660 General and administrative (Note 2) 152,225 149,846 ---------- ---------- $ 661,445 $ 538,701 ---------- ---------- NET INCOME $1,213,662 $1,015,270 ========== ========== GENERAL PARTNER - NET INCOME $ 126,393 $ 107,681 ========== ========== LIMITED PARTNERS - NET INCOME $1,087,269 $ 907,589 ========== ========== NET INCOME per unit $ 4.75 $ 3.97 ========== ========== UNITS OUTSTANDING 228,821 228,821 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,213,662 $1,015,270 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 76,734 79,660 Settlement of asset retirement Obligation ( 127) - (Increase) decrease in accounts receivable - oil and gas sales 323,768 ( 119,875) (Increase) decrease in deferred charge 1,770 ( 3,668) Decrease in accounts payable ( 13,100) ( 92,756) Increase (decrease) in accrued liability 43,924 ( 449) ---------- ---------- Net cash provided by operating activities $1,646,631 $ 878,182 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,203) ($ 18,326) ---------- ---------- Net cash used by investing activities ($ 12,203) ($ 18,326) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,017,319) ($ 871,284) ---------- ---------- Net cash used by financing activities ($2,017,319) ($ 871,284) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 382,891) ($ 11,428) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,290,961 680,844 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 908,070 $ 669,416 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 976,164 $ 921,812 Accounts receivable: Oil and gas sales 561,828 819,472 ---------- ---------- Total current assets $1,537,992 $1,741,284 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,144,613 1,169,138 DEFERRED CHARGE 30,448 30,727 ---------- ---------- $2,713,053 $2,941,149 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 119,365 $ 148,786 Gas imbalance payable 2,024 2,312 Asset retirement obligation - current (Note 1) 1,444 1,909 ---------- ---------- Total current liabilities $ 122,833 $ 153,007 LONG-TERM LIABILITIES: Accrued liability $ 25,662 $ 26,676 Asset retirement obligation (Note 1) 201,203 195,940 ---------- ---------- Total long-term liabilities $ 226,865 $ 222,616 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 69,190) ($ 46,261) Limited Partners, issued and outstanding, 171,400 Units 2,432,545 2,611,787 ---------- ---------- Total Partners' capital $2,363,355 $2,565,526 ---------- ---------- $2,713,053 $2,941,149 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $932,342 $888,094 Interest income 7,245 3,001 -------- -------- $939,587 $891,095 COSTS AND EXPENSES: Lease operating $ 91,786 $104,650 Production tax 49,233 51,165 Depreciation, depletion, and amortization of oil and gas properties 26,929 29,482 General and administrative (Note 2) 48,015 48,129 -------- -------- $215,963 $233,426 -------- -------- NET INCOME $723,624 $657,669 ======== ======== GENERAL PARTNER - NET INCOME $ 74,062 $ 68,120 ======== ======== LIMITED PARTNERS - NET INCOME $649,562 $589,549 ======== ======== NET INCOME per unit $ 3.79 $ 3.44 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,885,994 $1,817,075 Interest income 14,214 5,386 ---------- ---------- $1,900,208 $1,822,461 COSTS AND EXPENSES: Lease operating $ 212,625 $ 145,584 Production tax 108,349 114,919 Depreciation, depletion, and amortization of oil and gas properties 62,926 59,303 General and administrative (Note 2) 119,641 117,438 ---------- ---------- $ 503,541 $ 437,244 ---------- ---------- NET INCOME $1,396,667 $1,385,217 ========== ========== GENERAL PARTNER - NET INCOME $ 143,909 $ 143,320 ========== ========== LIMITED PARTNERS - NET INCOME $1,252,758 $1,241,897 ========== ========== NET INCOME per unit $ 7.31 $ 7.25 ========== ========== UNITS OUTSTANDING 171,400 171,400 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -25- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,396,667 $1,385,217 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 62,926 59,303 Settlement of asset retirement obligation ( 307) - (Increase) decrease in accounts receivable - oil and gas sales 257,644 ( 185,235) Decrease in deferred charge 279 2,899 Decrease in accounts payable ( 32,806) ( 160,888) Decrease in gas imbalance payable ( 288) ( 1,157) Increase (decrease) in accrued liability ( 1,014) 521 ---------- ---------- Net cash provided by operating activities $1,683,101 $1,100,660 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 29,911) ($ 22,611) ---------- ---------- Net cash used by investing activities ($ 29,911) ($ 22,611) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,598,838) ($1,002,348) ---------- ---------- Net cash used by financing activities ($1,598,838) ($1,002,348) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 54,352 $ 75,701 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 921,812 657,406 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 976,164 $ 733,107 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $2,078,720 $1,970,349 Accounts receivable: Oil and gas sales 1,205,164 1,749,695 ---------- ---------- Total current assets $3,283,884 $3,720,044 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,455,758 2,514,404 DEFERRED CHARGE 65,048 65,542 ---------- ---------- $5,804,690 $6,299,990 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 252,572 $ 314,015 Gas imbalance payable 10,572 15,317 Asset retirement obligation - current (Note 1) 3,014 3,988 ---------- ---------- Total current liabilities $ 266,158 $ 333,320 LONG-TERM LIABILITIES: Accrued liability $ 45,042 $ 45,118 Asset retirement obligation (Note 1) 431,229 420,055 ---------- ---------- Total long-term liabilities $ 476,271 $ 465,173 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 39,388) $ 9,830 Limited Partners, issued and outstanding, 372,189 Units 5,101,649 5,491,667 ---------- ---------- Total Partners' capital $5,062,261 $5,501,497 ---------- ---------- $5,804,690 $6,299,990 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,983,171 $1,745,014 Interest income 15,698 6,509 ---------- ---------- $1,998,869 $1,751,523 COSTS AND EXPENSES: Lease operating $ 198,940 $ 227,630 Production tax 105,338 99,852 Depreciation, depletion, and amortization of oil and gas properties 61,631 64,213 General and administrative (Note 2) 103,058 102,990 ---------- ---------- $ 468,967 $ 494,685 ---------- ---------- NET INCOME $1,529,902 $1,256,838 ========== ========== GENERAL PARTNER - NET INCOME $ 156,967 $ 130,812 ========== ========== LIMITED PARTNERS - NET INCOME $1,372,935 $1,126,026 ========== ========== NET INCOME per unit $ 3.69 $ 3.03 ========== ========== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $4,008,688 $3,733,841 Interest income 30,709 11,665 ---------- ---------- $4,039,397 $3,745,506 COSTS AND EXPENSES: Lease operating $ 457,154 $ 329,632 Production tax 232,112 235,510 Depreciation, depletion, and amortization of oil and gas properties 139,061 130,340 General and administrative (Note 2) 230,596 227,778 ---------- ---------- $1,058,923 $ 923,260 ---------- ---------- NET INCOME $2,980,474 $2,822,246 ========== ========== GENERAL PARTNER - NET INCOME $ 307,492 $ 292,789 ========== ========== LIMITED PARTNERS - NET INCOME $2,672,982 $2,529,457 ========== ========== NET INCOME per unit $ 7.18 $ 6.80 ========== ========== UNITS OUTSTANDING 372,189 372,189 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -29- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,980,474 $2,822,246 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 139,061 130,340 Settlement of asset retirement obligation ( 641) - (Increase) decrease in accounts receivable - oil and gas sales 544,531 ( 264,417) Decrease in deferred charge 494 6,331 Decrease in accounts payable ( 68,297) ( 339,611) Decrease in gas imbalance payable ( 4,745) ( 2,327) Increase (decrease) in accrued liability ( 76) 6,618 ---------- ---------- Net cash provided by operating activities $3,590,801 $2,359,180 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 62,720) ($ 48,265) ---------- ---------- Net cash used by investing activities ($ 62,720) ($ 48,265) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,419,710) ($2,140,958) ---------- ---------- Net cash used by financing activities ($3,419,710) ($2,140,958) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 108,371 $ 169,957 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,970,349 1,401,928 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,078,720 $1,571,885 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 489,875 $ 465,378 Accounts receivable: Oil and gas sales 275,372 409,173 ---------- ---------- Total current assets $ 765,247 $ 874,551 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 582,794 597,072 DEFERRED CHARGE 16,716 16,952 ---------- ---------- $1,364,757 $1,488,575 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 60,039 $ 73,876 Asset retirement obligation - current (Note 1) 697 922 ---------- ---------- Total current liabilities $ 60,736 $ 74,798 LONG-TERM LIABILITIES: Accrued liability $ 14,524 $ 15,003 Asset retirement obligation (Note 1) 105,202 102,427 ---------- ---------- Total long-term liabilities $ 119,726 $ 117,430 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 40,902) ($ 28,897) Limited Partners, issued and outstanding, 91,711 Units 1,225,197 1,325,244 ---------- ---------- Total Partners' capital $1,184,295 $1,296,347 ---------- ---------- $1,364,757 $1,488,575 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $468,021 $411,152 Interest income 3,567 1,441 -------- -------- $471,588 $412,593 COSTS AND EXPENSES: Lease operating $ 47,966 $ 53,388 Production tax 25,318 23,882 Depreciation, depletion, and amortization of oil and gas properties 13,702 15,237 General and administrative (Note 2) 26,166 26,353 -------- -------- $113,152 $118,860 -------- -------- NET INCOME $358,436 $293,733 ======== ======== GENERAL PARTNER - NET INCOME $ 36,720 $ 30,600 ======== ======== LIMITED PARTNERS - NET INCOME $321,716 $263,133 ======== ======== NET INCOME per unit $ 3.51 $ 2.87 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $946,365 $884,923 Interest income 7,016 2,602 -------- -------- $953,381 $887,525 COSTS AND EXPENSES: Lease operating $110,086 $ 77,591 Production tax 55,517 56,643 Depreciation, depletion, and amortization of oil and gas properties 33,042 31,078 General and administrative (Note 2) 75,597 73,638 -------- -------- $274,242 $238,950 -------- -------- NET INCOME $679,139 $648,575 ======== ======== GENERAL PARTNER - NET INCOME $ 70,186 $ 67,394 ======== ======== LIMITED PARTNERS - NET INCOME $608,953 $581,181 ======== ======== NET INCOME per unit $ 6.64 $ 6.34 ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -33- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $679,139 $648,575 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 33,042 31,078 Settlement of asset retirement obligation ( 147) - (Increase) decrease in accounts receivable - oil and gas sales 133,801 ( 60,373) Decrease in deferred charge 236 2,717 Decrease in accounts payable ( 15,324) ( 79,947) Decrease in accrued liability ( 479) ( 23) -------- -------- Net cash provided by operating activities $830,268 $542,027 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,580) ($ 11,588) -------- -------- Net cash used by investing activities ($ 14,580) ($ 11,588) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($791,191) ($492,148) -------- -------- Net cash used by financing activities ($791,191) ($492,148) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 24,497 $ 38,291 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 465,378 329,148 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $489,875 $367,439 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -34- GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS JUNE 30, 2006 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of June 30, 2006, combined statements of operations for the three and six months ended June 30, 2006 and 2005, and combined statements of cash flows for the six months ended June 30, 2006 and 2005 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 June 30, 2006, the combined results of operations for the three and six months ended June 30, 2006 and 2005, and the combined cash flows for the six months ended June 30, 2006 and 2005. 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, 2005. The results of operations for the period ended June 30, 2006 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. 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 -35- 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. 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 (i) 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 (ii) capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised 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. During the year ended December 31, 2005, the Partnerships' asset retirement obligations were revised upward due to increases in both labor and rig costs associated with plugging wells. Cash flows will not be affected until wells are actually plugged and abandoned. The asset retirement obligation is adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the six months ended June 30, 2006, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships recognized $48,000, $15,000, $6,000, $26,000, $15,000, $10,000, $20,000 and $5,000 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 six months ended June 30, 2006 and 2005 are as shown below. -36- II-A Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $884,280 $396,154 Additions and revisions - 76 Accretion expense 10,401 4,029 -------- -------- Total Asset Retirement Obligation, End of Quarter $894,681 $400,259 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $904,787 $393,670 Additions and revisions - 356 Settlements and disposals ( 31,257) ( 1,820) Accretion expense 21,151 8,053 -------- -------- Total Asset Retirement Obligation, End of Period $894,681 $400,259 ======== ======== Asset Retirement Obligation - Current $ 12,086 $ 8,629 Asset Retirement Obligation - Long-Term 882,595 391,630 -37- II-B Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $388,366 $211,334 Accretion expense 4,475 2,117 -------- -------- Total Asset Retirement Obligation, End of Quarter $392,841 $213,451 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $383,886 $210,198 Settlements and disposals - ( 987) Accretion expense 8,955 4,240 -------- -------- Total Asset Retirement Obligation, End of Period $392,841 $213,451 ======== ======== Asset Retirement Obligation - Current $ 9,784 $ 6,003 Asset Retirement Obligation - Long-Term 383,057 207,448 II-C Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $142,531 $73,718 Settlements and disposals - 168 Accretion expense 1,769 811 -------- ------- Total Asset Retirement Obligation, End of Quarter $144,300 $74,697 ======== ======= -38- Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $140,791 $73,574 Additions and revisions - 168 Settlements and disposals - ( 673) Accretion expense 3,509 1,628 -------- ------- Total Asset Retirement Obligation, End of Period $144,300 $74,697 ======== ======= Asset Retirement Obligation - Current $ 10,516 $ 6,010 Asset Retirement Obligation - Long-Term 133,784 68,687 II-D Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $454,206 $189,131 Additions and revisions - 1,762 Accretion expense 5,600 2,073 -------- -------- Total Asset Retirement Obligation, End of Quarter $459,806 $192,966 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $448,613 $187,060 Additions and revisions - 1,762 Accretion expense 11,193 4,144 -------- -------- Total Asset Retirement Obligation, End of Period $459,806 $192,966 ======== ======== Asset Retirement Obligation - Current $ 60,377 $ 22,628 Asset Retirement Obligation - Long-Term 399,429 170,338 -39- II-E Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $239,803 $103,684 Additions and revisions 115 119 Accretion expense 2,973 1,142 -------- -------- Total Asset Retirement Obligation, End of Quarter $242,891 $104,945 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $237,057 $102,444 Additions and revisions 115 241 Settlements and disposals ( 205) - Accretion expense 5,924 2,260 -------- -------- Total Asset Retirement Obligation, End of Period $242,891 $104,945 ======== ======== Asset Retirement Obligation - Current $ 6,379 $ 2,256 Asset Retirement Obligation - Long-Term 236,512 102,689 II-F Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $199,864 $103,792 Additions and revisions 280 291 Accretion expense 2,503 1,183 -------- -------- Total Asset Retirement Obligation, End of Quarter $202,647 $105,266 ======== ======== -40- Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ----------- Total Asset Retirement Obligation, January 1 $197,849 $102,318 Additions and revisions 280 585 Settlements and disposals ( 497) - Accretion expense 5,015 2,363 -------- -------- Total Asset Retirement Obligation, End of Period $202,647 $105,266 ======== ======== Asset Retirement Obligation - Current $ 1,444 $ 1,991 Asset Retirement Obligation - Long-Term 201,203 103,275 II-G Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $428,328 $221,752 Additions and revisions 584 609 Accretion expense 5,331 2,504 -------- -------- Total Asset Retirement Obligation, End of Quarter $434,243 $224,865 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ----------- Total Asset Retirement Obligation, January 1 $424,043 $218,637 Additions and revisions 584 1,226 Settlements and disposals ( 1,036) - Accretion expense 10,652 5,002 -------- -------- Total Asset Retirement Obligation, End of Period $434,243 $224,865 ======== ======== Asset Retirement Obligation - Current $ 3,014 $ 4,260 Asset Retirement Obligation - Long-Term 431,229 220,605 -41- II-H Partnership ---------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $104,429 $54,325 Additions and revisions 135 141 Accretion expense 1,335 632 -------- ------- Total Asset Retirement Obligation, End of Quarter $105,899 $55,098 ======== ======= Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ----------- ----------- Total Asset Retirement Obligation, January 1 $103,349 $53,561 Additions and revisions 135 284 Settlements and disposals ( 239) - Accretion expense 2,654 1,253 -------- ------- Total Asset Retirement Obligation, End of Period $105,899 $55,098 ======== ======= Asset Retirement Obligation - Current $ 697 $ 1,030 Asset Retirement Obligation - Long-Term 105,202 54,068 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' Partnership Agreements (the "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 June 30, 2006, the following payments were made to the General Partner or its affiliates by the Partnerships: -42- Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- II-A $ 7,203 $127,443 II-B 5,853 95,190 II-C 3,580 40,689 II-D 5,320 82,863 II-E 4,394 60,216 II-F 2,910 45,105 II-G 5,114 97,944 II-H 2,031 24,135 During the six months ended June 30, 2006, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- II-A $ 38,511 $254,886 II-B 35,281 190,380 II-C 29,844 81,378 II-D 34,035 165,726 II-E 31,793 120,432 II-F 29,431 90,210 II-G 34,708 195,888 II-H 27,327 48,270 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. -43- 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 Partnership Agreements. 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: -44- 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 June 30, 2006 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures for new wells, well recompletions, or workovers may reduce or eliminate cash available for a particular quarterly distribution. During the six months ended June 30, 2005, capital expenditures for the II-B and II-C Partnerships totaled $87,000 and $49,000. 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 35.2% and 15.1% in this well. Other capital expenditures incurred by the Partnerships during the six months ended June 30, 2006 and 2005 were not material to the Partnerships' cash flows. Pursuant to the terms of the Partnerships 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. The General Partner has extended the terms of the Partnerships for their third two-year extension thereby extending their termination date to December 31, 2007. As of the date of this Quarterly Report, the General Partner has not yet determined whether to further extend the term of any Partnership. -45- 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 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 -46- 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 (i) 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 (ii) capitalized as part of the carrying amount of the well. NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- The Partnerships are not aware of any recently issued accounting pronouncements that will impact 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 -47- 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 volumes to differ from the reserve reports prepared by the General Partner. II-A Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 687,366 6,367,741 Production ( 13,534) ( 149,109) Extensions and discoveries 13 697 Revisions of previous estimates 4,507 ( 86,846) ------- --------- Proved reserves, March 31, 2006 678,352 6,132,483 Production ( 13,707) ( 144,712) Extensions and discoveries 24,114 1,085 Revisions of previous estimates 44,825 401,616 ------- --------- Proved reserves, June 30, 2006 733,584 6,390,472 ======= ========= -48- II-B Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 489,229 4,776,281 Production ( 8,876) ( 133,571) Revisions of previous estimates 2,559 ( 54,105) ------- --------- Proved reserves, March 31, 2006 482,912 4,588,605 Production ( 9,202) ( 119,069) Extensions and discoveries - 334 Revisions of previous estimates 31,353 458,982 ------- --------- Proved reserves, June 30, 2006 505,063 4,928,852 ======= ========= II-C Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 173,409 3,545,913 Production ( 2,967) ( 77,245) Extension and discoveries 5 209 Revisions of previous estimates 211 ( 52,254) ------- --------- Proved reserves, March 31, 2006 170,658 3,416,623 Production ( 3,346) ( 72,804) Extension and discoveries 752 873 Revisions of previous estimates 7,469 225,734 ------- --------- Proved reserves, June 30, 2006 175,533 3,570,426 ======= ========= -49- II-D Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 172,825 9,645,488 Production ( 4,603) ( 171,389) Extensions and discoveries 46 2,722 Revisions of previous estimates 55 ( 229,517) ------- --------- Proved reserves, March 31, 2006 168,323 9,247,304 Production ( 4,638) ( 163,108) Extensions and discoveries 7,906 20,010 Revisions of previous estimates 17,160 35,647 ------- --------- Proved reserves, June 30, 2006 188,751 9,139,853 ======= ========= II-E Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 177,992 5,039,155 Production ( 4,094) ( 109,081) Extensions and discoveries 155 2,107 Revisions of previous estimates 768 ( 94,600) ------- --------- Proved reserves, March 31, 2006 174,821 4,837,581 Production ( 4,484) ( 102,804) Extensions and discoveries 1,832 19,116 Revisions of previous estimates 32,236 124,812 ------- --------- Proved reserves, June 30, 2006 204,405 4,878,705 ======= ========= -50- II-F Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 337,510 3,552,595 Production ( 6,255) ( 91,668) Extension and discoveries 374 2,153 Revisions of previous estimates 1,015 ( 55,887) ------- --------- Proved reserves, March 31, 2006 332,644 3,407,193 Production ( 6,293) ( 91,531) Extension and discoveries 2,288 27,225 Revisions of previous estimates 60,592 245,938 ------- --------- Proved reserves, June 30, 2006 389,231 3,588,825 ======= ========= II-G Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 707,731 7,611,607 Production ( 13,106) ( 195,575) Extension and discoveries 776 3,823 Revisions of previous estimates 2,121 ( 121,814) ------- --------- Proved reserves, March 31, 2006 697,522 7,298,041 Production ( 13,211) ( 198,058) Extension and discoveries 4,780 57,036 Revisions of previous estimates 126,560 527,181 ------- --------- Proved reserves, June 30, 2006 815,651 7,684,200 ======= ========= -51- II-H Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 164,943 1,840,781 Production ( 2,980) ( 46,838) Extension and discoveries 182 1,168 Revisions of previous estimates 421 ( 30,108) ------- --------- Proved reserves, March 31, 2006 162,566 1,765,003 Production ( 3,053) ( 46,733) Extension and discoveries 1,105 13,216 Revisions of previous estimates 29,293 124,372 ------- --------- Proved reserves, June 30, 2006 189,911 1,855,858 ======= ========= 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 June 30, 2006, March 31, 2006, and December 31, 2005. 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 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 June 30, 2006. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at June 30, 2006 will actually be realized for such production. -52- Net Present Value of Reserves ----------------------------------------------- Partnership 6/30/06 3/31/06 12/31/05 ----------- ----------- ----------- ----------- II-A $30,013,329 $29,644,993 $36,701,293 II-B 21,452,570 20,510,463 25,757,023 II-C 11,890,840 12,442,385 16,798,551 II-D 26,127,776 29,594,472 41,793,578 II-E 15,191,207 15,738,359 21,072,334 II-F 16,784,330 15,860,848 19,777,174 II-G 35,516,378 33,654,354 42,091,656 II-H 8,401,887 8,002,233 10,059,084 Oil and Gas Prices --------------------------------------------- Pricing 6/30/06 3/31/06 12/31/05 ----------- ----------- ----------- ----------- Oil (Bbl) $ 73.94 $ 66.25 $ 61.06 Gas (Mcf) 6.09 7.18 10.08 From March 31, 2006 to June 30, 2006, the II-F, II-G, and II-H Partnerships' estimated proved reserves increased 45,000, 94,000, and 22,000 barrels of oil equivalent in the Hutchings Stock Association well located in Ward County, Texas. This increase was primarily due to a revised forecast in reserves based on actual production experience. 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. 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 are very volatile. Additionally, lower 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: * 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; -53- * The competitiveness of alternative fuels; * Weather conditions and the impact of weather-related events; * The availability of pipelines for transportation; * Domestic and foreign government regulations and taxes; and * Market expectations. It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will continue. Operating costs, including General and Administrative Expenses, may not decline over time, may increase, or may experience only a gradual decline, thus adversely affecting net revenues. Net revenues may also be affected by proceeds from property sales or additional costs resulting from well workovers, recompletions, new well drilling, and other events. In addition to pricing, 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. Despite this general trend of declining production, several factors can cause volumes sold to increase, remain relatively constant, or decrease at an even greater rate over a given period. These factors include, but are not limited to: * Geophysical conditions which cause an acceleration of the decline in production; * The shutting in of wells due to low oil and gas prices (or the opening of previously shut-in wells due to high oil and gas prices), mechanical difficulties, loss of a market/transportation, or performance of workovers, recompletions, or other operations in the well; * Prior period volume adjustments made by the operators of the properties; * Adjustments in ownership or rights to production (such as adjustments that occur at payout or due to gas balancing); and * Completion of enhanced recovery projects which increase production for the well. Many of these factors can be very significant for a single well or for many wells over a short period of time. 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. -54- II-A PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, ---------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,782,336 $1,718,212 Oil and gas production expenses $ 470,603 $ 400,536 Barrels produced 13,707 13,187 Mcf produced 144,712 161,605 Average price/Bbl $ 66.25 $ 52.94 Average price/Mcf $ 6.04 $ 6.31 As shown in the table above, total oil and gas sales increased $64,000 (3.7%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $183,000 was related to an increase in the average price of oil sold and (ii) $27,000 was related to an increase in volumes of oil sold. These increases were partially offset by decreases of (i) $107,000 related to a decrease in volumes of gas sold and (ii) $39,000 related to a decrease in the average price of gas sold. Volumes of oil sold increased 520 barrels, while volumes of gas sold decreased 16,893 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) a negative prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2005, (ii) increases in production on several wells following their successful workovers during late 2005 and early 2006, and (iii) an increase in production on another significant well following successful repairs made during late 2005 and early 2006. These increases were partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) positive prior period volume adjustments made by the operators on two significant wells during the three months ended June 30, 2005, and (iii) the shutting-in of one significant well during the three months ended June 30, 2006 due to mechanical problems. As of the date of this Quarterly Report, the operator has not yet determined when, or if the shut-in well will return to production and, if returned to production, at what rate. The decreases in volumes of gas sold were partially offset by one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure. Oil and gas production expenses (including lease operating expenses and production taxes) increased $70,000 (17.5%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) a $57,000 increase in lease operating expenses during the three months ended June 30, 2006 resulting from an increase in the II-A Partnership's gas balancing position on several wells and (ii) workover expenses incurred on several wells during the three months ended June 30, 2006. These increases were partially offset by workover expenses incurred on several other wells during the three months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 26.4% for the three months ended June 30, 2006 from 23.3% for the three months -55- ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $22,000 (29.3%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease resulted from (i) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well, (ii) upward revisions in the estimates of remaining oil and gas reserves since June 30, 2005, and (iii) the decrease in volumes of gas sold. The decreases in DD&A were partially offset by increases of (i) $9,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $6,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 3.0% for the three months ended June 30, 2006 from 4.5% for the three months ended June 30, 2005, primarily due to the dollar decrease in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 7.6% for the three months ended June 30, 2006 from 7.8% for the three months ended June 30, 2005. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ---------------------------- 2006 2005 ---------- ---------- Oil and gas sales $3,666,397 $3,435,346 Oil and gas production expenses $1,002,763 $ 738,411 Barrels produced 27,241 29,003 Mcf produced 293,821 330,307 Average price/Bbl $ 63.33 $ 49.42 Average price/Mcf $ 6.61 $ 6.06 As shown in the table above, total oil and gas sales increased $231,000 (6.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $379,000 and $160,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $87,000 and $221,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,762 barrels and 36,486 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was partially offset by (i) a negative prior period volume adjustment made during the six months ended June 30, 2005 by the operator on one significant well, (ii) increases in production on several wells following the successful workovers of those wells during late 2005 and early 2006, and (iii) an increase in production on another significant well following successful repairs made during late 2005 and early 2006. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, -56- (ii) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005, and (iii) the shutting-in of one significant well during the six months ended June 30, 2006 due to mechanical problems. As of the date of this Quarterly Report, the operator has not yet determined when, or if, the shut-in well will return to production and, if returned to production, at what rate. The decreases in volumes of gas sold were partially offset by one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure. Oil and gas production expenses (including lease operating expenses and production taxes) increased $264,000 (35.8%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006, (ii) a $57,000 increase in lease operating expenses during the six months ended June 30, 2006 resulting from an increase in the II-A Partnership's gas balancing position on several wells, and (iii) a reversal during the six months ended June 30, 2005 of $27,000 of a charge previously accrued for a judgment. These increases were partially offset by workover expenses incurred on several other wells during the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 27.4% for the six months ended June 30, 2006 from 21.5% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $8,000 (6.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This decrease resulted from (i) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well, (ii) the decreases in volumes of oil and gas sold, and (iii) upward revisions in the estimates of remaining oil and gas reserves since June 30, 2005. The decreases in DD&A were partially offset by increases of (i) $19,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $12,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 3.3% for the six months ended June 30, 2006 from 3.7% for the six months ended June 30, 2005. This percentage decrease was primarily due to (i) the dollar decrease in DD&A and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses increased $3,000 (1.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 8.0% for the six months ended June 30, 2006 from 8.4% for the six months ended June 30, 2005. The Limited Partners have received cash distributions through June 30, 2006 totaling $67,667,357 or 139.73% of Limited Partners' capital contributions. -57- II-B PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,309,235 $1,188,827 Oil and gas production expenses $ 325,946 $ 304,911 Barrels produced 9,202 9,816 Mcf produced 119,069 116,193 Average price/Bbl $ 66.92 $ 51.18 Average price/Mcf $ 5.82 $ 5.91 As shown in the table above, total oil and gas sales increased $120,000 (10.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $145,000 was related to an increase in the average price of oil sold and (ii) $17,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $31,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 614 barrels, while volumes of gas sold increased 2,876 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. The increase in volumes of gas sold was primarily due to one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure. This increase was partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $21,000 (6.9%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) a $45,000 increase in lease operating expenses during the three months ended June 30, 2006 resulting from an increase in the II-B Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the three months ended June 30, 2006, and (iii) 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 other significant wells during the three months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 24.9% for the three months ended June 30, 2006 from 25.6% for the three months ended June 30, 2005. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $51,000 (60.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease resulted from an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. The decrease in DD&A was partially offset by increases of (i) $2,000 due to the depletion of additional capitalized costs resulting from the -58- upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $2,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 2.5% for the three months ended June 30, 2006 from 7.1% for the three months ended June 30, 2005, primarily due to the dollar decrease in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 7.7% for the three months ended June 30, 2006 from 8.5% for the three months ended June 30, 2005. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $2,794,028 $2,489,809 Oil and gas production expenses $ 726,395 $ 560,472 Barrels produced 18,078 21,459 Mcf produced 252,640 245,843 Average price/Bbl $ 64.02 $ 48.65 Average price/Mcf $ 6.48 $ 5.88 As shown in the table above, total oil and gas sales increased $304,000 (12.2%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $278,000 and $151,000 were related to increases in the average prices of oil and gas sold and (ii) $40,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $165,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,381 barrels, while volumes of gas sold increased 6,797 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of two significant wells during the six months ended June 30, 2006 in order to perform repairs and maintenance. As of the date of this Quarterly Report, the shut-in wells are producing at or above the rate previously experienced. The increase in volumes of gas sold was primarily due to (i) one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure, (ii) an increase in production on two significant wells following the successful workovers of those wells during mid 2005 and early 2006, and (iii) a negative prior period volume adjustment made by the operator on one significant well during the six months ended June 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 $166,000 (29.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006 and (ii) a $45,000 -59- increase in lease operating expenses during the six months ended June 30, 2006 resulting from an increase in the II-B Partnership's gas balancing position on several wells. These increases were partially offset by workover expenses incurred on several other wells during the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 26.0% for the six months ended June 30, 2006 from 22.5% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $51,000 (41.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This decrease resulted from an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. The decrease in DD&A was partially offset by increases of (i) $5,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $4,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 2.6% for the six months ended June 30, 2006 from 4.9% for the six months ended June 30, 2005, primarily due to the dollar decrease in DD&A. General and administrative expenses increased $3,000 (1.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 8.1% for the six months ended June 30, 2006 from 9.0% for the six months ended June 30, 2005, primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through June 30, 2006 totaling $48,848,916 or 135.05% of Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $638,156 $639,691 Oil and gas production expenses $144,129 $106,196 Barrels produced 3,346 3,361 Mcf produced 72,804 78,411 Average price/Bbl $ 66.97 $ 51.76 Average price/Mcf $ 5.69 $ 5.94 As shown in the table above, total oil and gas sales remained relatively constant for the three months ended June 30, 2006 and 2005. Decreases of (i) $1,000 and $33,000 related to decreases in volumes of oil and gas sold and (ii) $18,000 related to a decrease in the average price of gas sold were substantially offset by an increase of $51,000 related to an increase in the average price of oil sold. -60- Volumes of oil and gas sold decreased 15 barrels and 5,607 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production and was partially offset by increases in production on two significant wells following the successful workover of those wells during late 2005. The decrease in volumes of gas sold was primarily due to normal declines in production and was partially offset by one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure. Oil and gas production expenses (including lease operating expenses and production taxes) increased $38,000 (35.7%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) a $26,000 decrease in lease operating expenses during the three months ended June 30, 2005 resulting from a decrease in the II-C Partnership's gas balancing position on several wells and (ii) a $20,000 increase in lease operating expenses during the three months ended June 30, 2006 resulting from an increase in the II-C Partnership's gas balancing position on several other wells. As a percentage of oil and gas sales, these expenses increased to 22.6% for the three months ended June 30, 2006 from 16.6% for the three months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $18,000 (52.5%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease resulted from an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. The decrease in DD&A was partially offset by (i) the receipt of equipment credits on an abandoned well during the three months ended June 30, 2005, (ii) an increase of $1,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005, and (iii) an increase of $1,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 2.5% for the three months ended June 30, 2006 from 5.3% for the three months ended June 30, 2005, primarily due to the dollar decrease in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses remained constant at 6.9% for the three months ended June 30, 2006 and 2005. -61- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,368,595 $1,302,274 Oil and gas production expenses $ 329,130 $ 230,791 Barrels produced 6,313 7,936 Mcf produced 150,049 156,219 Average price/Bbl $ 64.44 $ 48.10 Average price/Mcf $ 6.41 $ 5.89 As shown in the table above, total oil and gas sales increased $66,000 (5.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $103,000 and $78,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $78,000 and $36,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,623 barrels and 6,170 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) a positive prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2005, and (iii) the shutting-in of two significant wells during the six months ended June 30, 2006 in order to perform repairs and maintenance. As of the date of this Quarterly Report, the shut-in wells are producing at or above the rate previously experienced. The decrease in volumes of gas sold was primarily due to normal declines in production and was partially offset by one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure. Oil and gas production expenses (including lease operating expenses and production taxes) increased $98,000 (42.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on one significant well during the six months ended June 30, 2006, (ii) a $26,000 decrease in lease operating expenses during the six months ended June 30, 2005 resulting from a decrease in the II-C Partnership's gas balancing position on several wells, and (iii) a $20,000 increase in lease operating expenses during the six months ended June 30, 2006 resulting from an increase in the II-C Partnership's gas balancing position on several other wells. As a percentage of oil and gas sales, these expenses increased to 24.0% for the six months ended June 30, 2006 from 17.7% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $15,000 (30.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This decrease resulted from an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. The decrease in DD&A was partially offset by (i) an increase of $2,000 primarily due to the depletion of additional capitalized costs -62- resulting from the upward revision in the estimate of the asset retirement obligations during late 2005, (ii) an increase of $2,000 due to accretion of these additional asset retirement obligations, and (iii) the receipt of equipment credits on an abandoned well during the six months ended June 30, 2005. As a percentage of oil and gas sales, this expense decreased to 2.5% for the six months ended June 30, 2006 from 3.8% for the six months ended June 30, 2005, primarily due to the dollar decrease in DD&A. General and administrative expenses increased $2,000 (2.0%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 8.1% for the six months ended June 30, 2006 from 8.4% for the six months ended June 30, 2005. The Limited Partners have received cash distributions through June 30, 2006 totaling $23,271,686 or 150.51% of Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,199,286 $1,297,819 Oil and gas production expenses $ 276,989 $ 248,331 Barrels produced 4,638 4,408 Mcf produced 163,108 173,273 Average price/Bbl $ 59.75 $ 49.61 Average price/Mcf $ 5.65 $ 6.23 As shown in the table above, total oil and gas sales decreased $99,000 (7.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this decrease (i) $94,000 was related to a decrease in the average price of gas sold and (ii) $63,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by increases of (i) $47,000 related to an increase in the average price of oil sold and (ii) $11,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 230 barrels, while volumes of gas sold decreased 10,165 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The increase in volumes of oil sold was primarily due to a negative prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2005 and was partially offset by normal declines in production. 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 due to production difficulties during the three months ended June 30, 2006. As of the date of this Quarterly Report, the operator has not yet determined when, or if, the shut-in well will return to production and, if returned to production, -63- at what rate. The decreases in volumes of gas sold were partially offset by one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure. Oil and gas production expenses (including lease operating expenses and production taxes) increased $29,000 (11.5%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) a $35,000 increase in lease operating expenses during the three months ended June 30, 2006 resulting from an increase in the II-D Partnership's gas balancing position on several wells, (ii) a $33,000 decrease in lease operating expenses during the three months ended June 30, 2005 resulting from a decrease in the II-D Partnership's gas balancing position on several other wells, and (iii) workover expenses incurred on several wells within one unit during the three months ended June 30, 2006. These increases were partially offset by (i) workover expenses incurred on one significant well during the three months ended June 30, 2005, (ii) a positive prior period production tax adjustment made by the operator on another significant well during the three months ended June 30, 2005, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 23.1% for the three months ended June 30, 2006 from 19.1% for the three months ended June 30, 2005. This percentage increase was primarily due to (i) the dollar increase in production expenses and (ii) the decrease in oil and gas sales. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $45,000 (1379.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) the receipt of equipment credits on an abandoned well during the three months ended June 30, 2005, (ii) an increase of $5,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005, and (iii) an increase of $3,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 4.0% for the three months ended June 30, 2006 from 0.3% for the three months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 7.4% for the three months ended June 30, 2006 from 6.8% for the three months ended June 30, 2005. -64- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $2,676,458 $2,719,365 Oil and gas production expenses $ 597,242 $ 558,623 Barrels produced 9,241 11,421 Mcf produced 334,497 358,878 Average price/Bbl $ 59.57 $ 46.69 Average price/Mcf $ 6.36 $ 6.09 As shown in the table above, total oil and gas sales decreased $43,000 (1.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this decrease $102,000 and $148,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $119,000 and $88,000 related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,180 barrels and 24,381 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in during six months ended June 30, 2006 of one significant well due to production difficulties, and (iii) a substantial decline in production during the six months ended June 30, 2006 on one significant well following a workover of that well during early 2005. As of the date of this Quarterly Report, the operator has not yet determined when, or if, the shut-in well will return to production and, if returned to production, at what rate. The well with a substantial decline in production is not expected to return to its previously high levels of production. The decreases in volumes of gas sold were partially offset by one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure. Oil and gas production expenses (including lease operating expenses and production taxes) increased $39,000 (6.9%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) a $35,000 increase in lease operating expenses during the six months ended June 30, 2006 resulting from an increase in the II-D Partnership's gas balancing position on several wells, (ii) a $33,000 decrease in lease operating expenses during the six months ended June 30, 2005 resulting from a decrease in the II-D Partnership's gas balancing position on several other wells, and (iii) workover expenses incurred on several wells within one unit during the six months ended June 30, 2006. These increases were partially offset by (i) workover expenses incurred on one significant well during the six months ended June 30, 2005, (ii) a positive prior period production tax adjustment made during the six months ended June 30, 2005 by the operator on another significant well, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 22.3% for the six months ended June 30, 2006 from 20.5% for the six months ended June 30, 2005. -65- Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $53,000 (131.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) the receipt of equipment credits on an abandoned well during the six months ended June 30, 2005, (ii) an increase of $14,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005, and (iii) an increase of $7,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 3.5% for the six months ended June 30, 2006 from 1.5% for the six months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses increased $3,000 (1.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 7.5% for the six months ended June 30, 2006 from 7.2% for the six months ended June 30, 2005. The Limited Partners have received cash distributions through June 30, 2006 totaling $48,751,903 or 154.83% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $872,826 $714,535 Oil and gas production expenses $218,143 $159,373 Barrels produced 4,484 3,842 Mcf produced 102,804 87,304 Average price/Bbl $ 64.05 $ 49.55 Average price/Mcf $ 5.70 $ 6.00 As shown in the table above, total oil and gas sales increased $158,000 (22.2%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $32,000 and $93,000 were related to increases in volumes of oil and gas sold and (ii) $65,000 was related to an increase in the average price of oil sold. These increases were partially offset by $32,000 related to a decrease in the average price of gas sold. Volumes of oil and gas sold increased 642 barrels and 15,500 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The increase in volumes of oil sold was primarily due to negative prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005. This increase was partially offset by (i) positive prior period volume adjustments made by the operators on several other wells during the three months ended June 30, 2005 and (ii) normal declines in -66- production. The increase in volumes of gas sold was primarily due to (i) one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure and (ii) a negative prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2005. These increases were partially offset by (i) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005 and (ii) normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $59,000 (36.9%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) a $46,000 increase in lease operating expenses during the three months ended June 30, 2006 resulting from an increase in the II-E Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the three months ended June 30, 2006, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2005 and (ii) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended June 30, 2006. As a percentage of oil and gas sales, these expenses increased to 25.0% for the three months ended June 30, 2006 from 22.3% for the three months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $4,000 (10.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. As a percentage of oil and gas sales, this expense decreased to 3.6% for the three months ended June 30, 2006 from 4.9% for the three months ended June 30, 2005. This percentage decrease was primarily due to (i) the increase in the average price of oil sold and (ii) the dollar decrease in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 7.4% for the three months ended June 30, 2006 from 9.1% for the three months ended June 30, 2005, primarily due to the increase in oil and gas sales. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,856,310 $1,543,303 Oil and gas production expenses $ 432,486 $ 309,195 Barrels produced 8,578 9,160 Mcf produced 211,885 186,200 Average price/Bbl $ 61.75 $ 47.72 Average price/Mcf $ 6.26 $ 5.94 -67- As shown in the table above, total oil and gas sales increased $313,000 (20.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $120,000 and $68,000 were related to increases in the average prices of oil and gas sold and (ii) $153,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $28,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 582 barrels, while volumes of gas sold increased 25,685 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by negative prior period volume adjustments made by the operators on several other wells during the six months ended June 30, 2005. The increase in volumes of gas sold was primarily due to (i) one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure and (ii) a negative prior period volume adjustment made by the operator on another significant well during the six months ended June 30, 2005. These increases were partially offset by (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $123,000 (39.9%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) a $46,000 increase in lease operating expenses during the six months ended June 30, 2006 resulting from an increase in the II-E Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the six months ended June 30, 2006, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the six months ended June 30, 2006 and (ii) workover expenses incurred on several wells during the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 23.3% for the six months ended June 30, 2006 from 20.0% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $3,000 (3.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, this expense decreased to 4.1% for the six months ended June 30, 2006 from 5.2% for the six months ended June 30, 2005, primarily due to increases in the average prices of oil and gas sold. General and administrative expenses increased $2,000 (1.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 8.2% for the six months ended June 30, 2006 from 9.7% for the six -68- months ended June 30, 2005, primarily due to the increase in oil and gas sales. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $33,768,574 or 147.58% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $932,342 $888,094 Oil and gas production expenses $141,019 $155,815 Barrels produced 6,293 6,372 Mcf produced 91,531 103,555 Average price/Bbl $ 61.87 $ 47.88 Average price/Mcf $ 5.93 $ 5.63 As shown in the table above, total oil and gas sales increased $44,000 (5.0%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase $88,000 and $28,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $4,000 and $68,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 79 barrels and 12,024 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the three months ended June 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $15,000 (9.5%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily due to (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended June 30, 2006, (ii) workover expenses incurred on several wells during the three months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on another significant well during the three months ended June 30, 2006. These decreases were partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2006 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 15.1% for the three months ended June 30, 2006 from 17.5% for the three months ended June 30, 2005. This percentage decrease was primarily due to (i) the dollar -69- decrease in production expenses and (ii) the increase in oil and gas sales. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $3,000 (8.7%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily the result of (i) one significant well being fully depleted during the three months ended June 30, 2005 due to the lack of remaining reserves, (ii) upward revisions in the estimates of remaining oil and gas reserves on another significant well since June 30, 2005, and (iii) the decreases in volumes of oil and gas sold. The decreases in DD&A were partially offset by increases of (i) $2,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $1,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 2.9% for the three months ended June 30, 2006 from 3.3% for the three months ended June 30, 2005. This percentage decrease was primarily due to (i) the dollar decrease in DD&A 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 June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 5.1% for the three months ended June 30, 2006 from 5.4% for the three months ended June 30, 2005. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,885,994 $1,817,075 Oil and gas production expenses $ 320,974 $ 260,503 Barrels produced 12,548 13,195 Mcf produced 183,199 207,938 Average price/Bbl $ 59.38 $ 46.64 Average price/Mcf $ 6.23 $ 5.78 As shown in the table above, total oil and gas sales increased $69,000 (3.8%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $160,000 and $82,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $30,000 and $143,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 647 barrels and 24,739 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by -70- the operator on another significant well during the six months ended June 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $60,000 (23.2%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006, (ii) the receipt of ad valorem tax credits on one significant well during the six months ended June 30, 2005, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the six months ended June 30, 2006, (ii) workover expenses incurred on several other wells during the six months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on another significant well during the six months ended June 30, 2006. As a percentage of oil and gas sales, these expenses increased to 17.0% for the six months ended June 30, 2006 from 14.3% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $4,000 (6.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $4,000 was due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $3,000 was due to accretion of these additional asset retirement obligations. This increase was also the result of the abandonment of one significant well during the six months ended June 30, 2006 due to the lack of remaining reserves. The increases in DD&A were partially offset by (i) the decreases in volumes of oil and gas sold, (ii) one significant well being fully depleted during the six months ended June 30, 2005 due to the lack of remaining reserves, and (iii) upward revisions in the estimates of remaining oil and gas reserves on another significant well since June 30, 2005. As a percentage of oil and gas sales, this expense remained constant at 3.3% for the six months ended June 30, 2006 and 2005. General and administrative expenses increased $2,000 (1.9%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 6.3% for the six months ended June 30, 2006 from 6.5% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $28,594,051 or 166.83% of Limited Partners' capital contributions. -71- II-G PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,983,171 $1,745,014 Oil and gas production expenses $ 304,278 $ 327,482 Barrels produced 13,211 13,416 Mcf produced 198,058 198,301 Average price/Bbl $ 61.97 $ 47.92 Average price/Mcf $ 5.88 $ 5.56 As shown in the table above, total oil and gas sales increased $238,000 (13.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase $186,000 and $64,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $10,000 and $2,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 205 barrels and 243 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the three months ended June 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $23,000 (7.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily due to (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended June 30, 2006, (ii) workover expenses incurred on several wells during the three months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on another significant well during the three months ended June 30, 2006. These decreases were partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2006 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 15.3% for the three months ended June 30, 2006 from 18.8% for the three months ended June 30, 2005, primarily due to (i) the increase in oil and gas sales and (ii) the dollar decrease in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $3,000 (4.0%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily the result of (i) one significant well being fully depleted during the three months ended June 30, 2005 due to the lack of remaining reserves, (ii) upward revisions in the estimates of remaining oil and gas reserves on another significant well since June 30, 2005, and (iii) the decreases in volumes of oil and gas sold. The decreases in DD&A were partially offset by increases of (i) $3,000 due to the depletion of additional capitalized costs resulting from the -72- upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $3,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 3.1% for the three months ended June 30, 2006 from 3.7% for the three months ended June 30, 2005, primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 5.2% for the three months ended June 30, 2006 from 5.9% for the three months ended June 30, 2005, primarily due to the increase in oil and gas sales. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $4,008,688 $3,733,841 Oil and gas production expenses $ 689,266 $ 565,142 Barrels produced 26,317 27,720 Mcf produced 393,633 421,382 Average price/Bbl $ 59.52 $ 46.66 Average price/Mcf $ 6.20 $ 5.79 As shown in the table above, total oil and gas sales increased $275,000 (7.4%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $338,000 and $163,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $65,000 and $161,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,403 barrels and 27,749 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the six months ended June 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $124,000 (22.0%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006, (ii) the receipt of ad valorem tax credits on one significant well during the six months ended June 30, 2005, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the six months ended June 30, 2006, (ii) workover expenses incurred on several other wells during the six months ended June 30, 2005, and (iii) a -73- negative prior period production tax adjustment made by the operator on another significant well during the six months ended June 30, 2006. As a percentage of oil and gas sales, these expenses increased to 17.2% for the six months ended June 30, 2006 from 15.1% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $9,000 (6.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $8,000 was due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $5,000 was due to accretion of these additional asset retirement obligations. This increase was also the result of the abandonment of one significant well during the six months ended June 30, 2006 due to the lack of remaining reserves. The increases in DD&A were partially offset by (i) one significant well being fully depleted during the six months ended June 30, 2005 due to the lack of remaining reserves, (ii) the decreases in volumes of oil and gas sold, and (iii) upward revisions in the estimates of remaining oil and gas reserves on another significant well since June 30, 2005. As a percentage of oil and gas sales, this expense remained constant at 3.5% for the six months ended June 30, 2006 and 2005. General and administrative expenses increased $3,000 (1.2%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 5.8% for the six months ended June 30, 2006 from 6.1% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $59,901,371 or 160.94% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $468,021 $411,152 Oil and gas production expenses $ 73,284 $ 77,270 Barrels produced 3,053 3,074 Mcf produced 46,733 47,242 Average price/Bbl $ 61.72 $ 47.92 Average price/Mcf $ 5.98 $ 5.59 As shown in the table above, total oil and gas sales increased $57,000 (13.8%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase $42,000 and $19,000 were related to increases in the average prices of oil and gas sold. -74- These increases were partially offset by decreases of $1,000 and $3,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 21 barrels and 509 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the three months ended June 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $4,000 (5.2%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily due to (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended June 30, 2006, (ii) workover expenses incurred on several wells during the three months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on another significant well during the three months ended June 30, 2006. These decreases were partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2006 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 15.7% for the three months ended June 30, 2006 from 18.8% for the three months ended June 30, 2005, primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $2,000 (10.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily the result of (i) one significant well being fully depleted during the three months ended June 30, 2005 due to the lack of remaining reserves, (ii) upward revisions in the estimates of remaining oil and gas reserves on another significant well since June 30, 2005, and (iii) the decreases in volumes of oil and gas sold. The decreases in DD&A were partially offset by increases of (i) $1,000 due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $1,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 2.9% for the three months ended June 30, 2006 from 3.7% for the three months ended June 30, 2005. This percentage decrease was primarily due to (i) the increases in the average prices of oil and gas sold and (ii) the dollar decrease in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 5.6% for the three months ended June 30, 2006 from 6.4% for the three months ended June 30, 2005, primarily due to the increase in oil and gas sales. -75- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $946,365 $884,923 Oil and gas production expenses $165,603 $134,234 Barrels produced 6,033 6,396 Mcf produced 93,571 100,958 Average price/Bbl $ 59.50 $ 46.66 Average price/Mcf $ 6.28 $ 5.81 As shown in the table above, total oil and gas sales increased $61,000 (6.9%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $77,000 and $44,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $17,000 and $43,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 363 barrels and 7,387 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the six months ended June 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $31,000 (23.4%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006, (ii) the receipt of ad valorem tax credits on one significant well during the six months ended June 30, 2005, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the six months ended June 30, 2006, (ii) workover expenses incurred on several other wells during the six months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on another significant well during the six months ended June 30, 2006. As a percentage of oil and gas sales, these expenses increased to 17.5% for the six months ended June 30, 2006 from 15.2% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $2,000 (6.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $2,000 was due to the depletion of additional capitalized costs resulting from the upward revision in the estimate of the asset -76- retirement obligations during late 2005 and (ii) $1,000 was due to accretion of these additional asset retirement obligations. This increase was also due to the abandonment of one significant well during the six months ended June 30, 2006 due to the lack of remaining reserves. The increases in DD&A were partially offset by (i) one significant well being fully depleted during the six months ended June 30, 2005 due to the lack of remaining reserves, (ii) the decreases in volumes of oil and gas sold, and (iii) upward revisions in the estimates of remaining oil and gas reserves on another significant well since June 30, 2005. As a percentage of oil and gas sales, this expense remained constant at 3.5% for the six months ended June 30, 2006 and 2005. General and administrative expenses increased $2,000 (2.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 8.0% for the six months ended June 30, 2006 from 8.3% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $13,918,364 or 151.76% of Limited Partners' capital contributions. -77- 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. -78- 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. 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. -79- 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. 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. -80- 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: August 14, 2006 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: August 14, 2006 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -81- 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. 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. -82- 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. -83-