SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 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 September 30, December 31, 2006 2005 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $2,008,246 $2,121,512 Accounts receivable: Oil and gas sales 1,064,043 1,539,562 Asset held for sale (Note 3) 570,040 - ---------- ---------- Total current assets $3,642,329 $3,661,074 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,883,333 2,469,366 DEFERRED CHARGE 556,575 601,624 ---------- ---------- $6,082,237 $6,732,064 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 269,005 $ 347,424 Gas imbalance payable 94,752 96,957 Asset retirement obligation - current (Note 1) 19,696 41,485 Asset retirement obligation - assets held for sale 262,281 - Accounts payable of assets held for sale 64,602 - ---------- ---------- Total current liabilities $ 710,336 $ 485,866 LONG-TERM LIABILITIES: Accrued liability $ 167,303 $ 155,405 Asset retirement obligation (Note 1) 621,577 863,302 ---------- ---------- Total long-term liabilities $ 788,880 $1,018,707 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 186,540) ($ 132,231) Limited Partners, issued and outstanding, 484,283 units 4,769,561 5,359,722 ---------- ---------- Total Partners' capital $4,583,021 $5,227,491 ---------- ---------- $6,082,237 $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 SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,430,163 $1,654,121 Interest income 14,469 8,398 Other income 833 - ---------- ---------- $1,445,465 $1,662,519 COSTS AND EXPENSES: Lease operating $ 33,341 $ 243,271 Production tax 78,370 91,493 Depreciation, depletion, and amortization of oil and gas properties 75,207 115,711 Impairment provision 12,869 - General and administrative (Note 2) 132,058 133,844 ---------- ---------- $ 331,845 $ 584,319 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $1,113,620 $1,078,200 Income from discontinued operations (Note 3) 275,758 241,404 ---------- ---------- NET INCOME $1,389,378 $1,319,604 ========== ========== GENERAL PARTNER: Net Income from continuing operations $ 117,842 $ 117,394 Net income from discontinued operations 28,149 29,088 Net income 145,991 146,482 LIMITED PARTNERS: Net Income from continuing operations $ 995,778 $ 960,806 Net income from discontinued operations 247,609 212,316 Net income 1,243,387 1,173,122 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 2.06 $ 1.99 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 0.52 0.44 NET INCOME PER UNIT 2.58 2.43 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 NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $4,482,265 $4,561,548 Interest income 46,127 21,283 Other income 833 - ---------- ---------- $4,529,225 $4,582,831 COSTS AND EXPENSES: Lease operating $ 673,958 $ 633,574 Production tax 255,601 273,722 Depreciation, depletion, and amortization of oil and gas properties 178,508 229,583 Impairment provision 12,869 - General and administrative (Note 2) 425,455 424,079 ---------- ---------- $1,546,391 $1,560,958 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $2,982,834 $3,021,873 Net income from discontinued operations (Note 3) 688,824 589,695 ---------- ---------- NET INCOME $3,671,658 $3,611,568 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 310,895 $ 320,721 Net income from discontinued operations 70,924 65,155 Net income 381,819 385,876 LIMITED PARTNERS: Net income from continuing operations $2,671,939 $2,701,152 Net income from discontinued operations 617,900 524,540 Net income 3,289,839 3,225,692 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 5.52 $ 5.58 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 1.28 1.08 NET INCOME PER UNIT 6.80 6.66 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 NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,671,658 $3,611,568 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 197,636 298,306 Impairment provision 16,429 - Settlement of asset retirement obligation ( 31,311) ( 188) (Increase) decrease in accounts receivable - oil and gas sales 362,540 ( 512,784) Increase in accounts receivable - related party (Note 2) - ( 152) Decrease in deferred charge 45,049 18,807 Decrease in accounts payable ( 15,881) ( 63,721) 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 $4,255,813 $3,298,485 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 52,951) ($ 125,035) Proceeds from sale of oil and gas properties - 27,282 ---------- ---------- Net cash used by investing activities ($ 52,951) ($ 97,753) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,316,128) ($3,123,520) ---------- ---------- Net cash used by financing activities ($4,316,128) ($3,123,520) ---------- ---------- -6- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 113,266) $ 77,212 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,121,512 1,557,473 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,008,246 $1,634,685 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,234,017 $1,604,547 Accounts receivable: Oil and gas sales 778,910 1,127,488 Assets held for sale (Note 3) 226,155 - ---------- ---------- Total current assets $2,239,082 $2,732,035 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,308,507 1,544,218 DEFERRED CHARGE 248,928 271,456 ---------- ---------- $3,796,517 $4,547,709 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 192,342 $ 229,602 Gas imbalance payable 38,679 35,564 Asset retirement obligation - current (Note 1) 11,980 11,476 Asset retirement obligation - assets held for sale 146,136 - Accounts payable of assets held for sale 29,785 - ---------- ---------- Total current liabilities $ 418,922 $ 276,642 LONG-TERM LIABILITIES: Accrued liability $ 95,318 $ 72,442 Asset retirement obligation (Note 1) 239,141 372,410 ---------- ---------- Total long-term liabilities $ 334,459 $ 444,852 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 223,917) ($ 178,888) Limited Partners, issued and outstanding, 361,719 units 3,267,053 4,005,103 ---------- ---------- Total Partners' capital $3,043,136 $3,826,215 ---------- ---------- $3,796,517 $4,547,709 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,121,924 $1,328,591 Interest income 9,955 5,544 ---------- ---------- $1,131,879 $1,334,135 COSTS AND EXPENSES: Lease operating $ 246,601 $ 207,933 Production tax 65,881 75,134 Depreciation, depletion, and amortization of oil and gas properties 64,534 80,385 Impairment provision 6,569 - General and administrative (Note 2) 98,906 100,305 ---------- ---------- $ 482,491 $ 463,757 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $ 649,388 $ 870,378 Income from discontinued operations (Note 3) 123,090 152,387 ---------- ---------- NET INCOME $ 772,478 $1,022,765 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 70,342 $ 93,718 Net income from discontinued operations 12,493 16,855 Net income 82,835 110,573 LIMITED PARTNERS: Net income from continuing operations $ 579,046 $ 776,660 Net income from discontinued operations 110,597 135,532 Net income 689,643 912,192 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 1.60 $ 2.15 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 0.30 0.37 NET INCOME PER UNIT 1.90 2.52 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $3,580,179 $3,522,701 Interest income 33,046 14,425 ---------- ---------- $3,613,225 $3,537,126 COSTS AND EXPENSES: Lease operating $ 730,903 $ 543,610 Production tax 207,127 218,973 Depreciation, depletion, and amortization of oil and gas properties 130,018 199,731 Impairment provision 6,569 - General and administrative (Note 2) 324,567 323,180 ---------- ---------- $1,399,184 $1,285,494 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $2,214,041 $2,251,632 Income from discontinued operations (Note 3) 352,229 364,415 ---------- ---------- NET INCOME $2,566,270 $2,616,047 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 230,392 $ 241,696 Net income from discontinued operations 35,928 38,302 Net income 266,320 279,998 LIMITED PARTNERS: Net income from continuing operations $1,983,649 $2,009,936 Net income from discontinued operations 316,301 326,113 Net income 2,299,950 2,336,049 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 5.48 $ 5.56 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 0.87 0.90 NET INCOME PER UNIT 6.35 6.46 UNITS OUTSTANDING 361,719 361,719 The accompanying condensed notes are an integral part of these combined financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,566,270 $2,616,047 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 137,379 220,406 Impairment provision 7,044 - Settlement of asset retirement obligations - ( 58) (Increase) decrease in accounts receivable - oil and gas sales 240,262 ( 415,768) (Increase) decrease in deferred charge 22,528 ( 13,585) Decrease in accounts payable ( 4,243) ( 64,927) Increase (decrease) in gas imbalance payable 3,115 ( 3,188) Increase in accrued liability 22,876 12,812 ---------- ---------- Net cash provided by operating activities $2,995,231 $2,351,739 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 16,412) ($ 111,834) Proceeds from sale of oil and gas properties - 32,405 ---------- ---------- Net cash used by investing activities ($ 16,412) ($ 79,429) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,349,349) ($2,206,575) ---------- ---------- Net cash used by financing activities ($3,349,349) ($2,206,575) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 370,530) $ 65,735 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,604,547 1,079,057 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,234,017 $1,144,792 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2006 2005 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 584,598 $ 812,768 Accounts receivable: Oil and gas sales 438,658 643,141 Assets held for sale (Note 3) 21,720 - ---------- ---------- Total current assets $1,044,976 $1,455,909 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 653,076 728,242 DEFERRED CHARGE 142,787 155,926 ---------- ---------- $1,840,839 $2,340,077 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 88,735 $ 127,265 Gas imbalance payable 13,080 13,454 Asset retirement obligation - current (Note 1) 17,079 9,569 Asset retirement obligation - assets held for sale 4,660 - Accounts payable of assets held for sale 2,239 - ---------- ---------- Total current liabilities $ 125,793 $ 150,288 LONG-TERM LIABILITIES: Accrued liability $ 51,634 $ 44,603 Asset retirement obligation (Note 1) 124,226 131,222 ---------- ---------- Total long-term liabilities $ 175,860 $ 175,825 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 85,958) ($ 57,416) Limited Partners, issued and outstanding, 154,621 units 1,625,144 2,071,380 ---------- ---------- Total Partners' capital $1,539,186 $2,013,964 ---------- ---------- $1,840,839 $2,340,077 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $635,539 $713,887 Interest income 4,681 2,741 -------- -------- $640,220 $716,628 COSTS AND EXPENSES: Lease operating $118,531 $ 97,384 Production tax 38,794 45,185 Depreciation, depletion, and amortization of oil and gas properties 47,553 40,835 Impairment provision 5,336 - General and administrative (Note 2) 42,892 43,640 -------- -------- $253,106 $227,044 -------- -------- INCOME FROM CONTINUING OPERATIONS $387,114 $489,584 Income from discontinued operations (Note 3) 13,566 30,798 -------- -------- NET INCOME $400,680 $520,382 ======== ======== GENERAL PARTNER: Net income from continuing operations $ 43,004 $ 52,360 Net income from discontinued operations 1,361 3,163 Net income 44,365 55,523 LIMITED PARTNERS: Net income from continuing operations $344,110 $437,224 Net income from discontinued operations 12,205 27,635 Net income 356,315 464,859 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 2.22 $ 2.83 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 0.08 0.18 NET INCOME PER UNIT 2.30 3.01 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,962,501 $1,975,481 Interest income 16,374 6,959 ---------- ---------- $1,978,875 $1,982,440 COSTS AND EXPENSES: Lease operating $ 356,122 $ 226,819 Production tax 120,388 134,129 Depreciation, depletion, and amortization of oil and gas properties 81,154 89,466 Impairment provision 5,336 - General and administrative (Note 2) 154,114 152,710 ---------- ---------- $ 717,114 $ 603,124 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $1,261,761 $1,379,316 Income from discontinued operations (Note 3) 44,852 58,661 ---------- ---------- $1,306,613 $1,437,977 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 132,323 $ 145,288 Net income from discontinued operations 4,526 5,986 Net income 136,849 151,274 LIMITED PARTNERS: Net income from continuing operations $1,129,438 $1,234,028 Net income from discontinued operations 40,326 52,675 Net income 1,169,764 1,286,703 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 7.30 $ 7.98 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 0.26 0.34 NET INCOME PER UNIT 7.56 8.32 UNITS OUTSTANDING 154,621 154,621 The accompanying condensed notes are an integral part of these combined financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,306,613 $1,437,977 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 81,606 90,801 Impairment provision 5,336 - Settlement of asset retirement obligations - ( 40) (Increase) decrease in accounts receivable - oil and gas sales 189,404 ( 212,124) (Increase) decrease in deferred charge 13,139 ( 27,439) Decrease in accounts payable ( 35,134) ( 21,833) Decrease in gas imbalance payable ( 374) ( 1,803) Increase in accrued liability 7,031 1,694 ---------- ---------- Net cash provided by operating activities $1,567,621 $1,267,233 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,400) ($ 58,239) Proceeds from sale of oil and gas properties - 13,888 ---------- ---------- Net cash used by investing activities ($ 14,400) ($ 44,351) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,781,391) ($1,154,849) ---------- ---------- Net cash used by financing activities ($1,781,391) ($1,154,849) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 228,170) $ 68,033 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 812,768 506,061 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 584,598 $ 574,094 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2006 2005 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,042,302 $1,661,561 Accounts receivable: Oil and gas sales 1,031,901 1,544,131 Assets held for sale (Note 3) 152,214 - ---------- ---------- Total current assets $2,226,417 $3,205,692 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,273,463 1,559,585 DEFERRED CHARGE 359,815 371,875 ---------- ---------- $3,859,695 $5,137,152 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 143,449 $ 181,287 Gas imbalance payable 16,395 17,598 Asset retirement obligation - current (Note 1) 68,099 45,216 Asset retirement obligation - assets held for sale (Note 3) 43,125 - Accounts payable of assets held for sale 20,607 - ---------- ---------- Total current liabilities $ 291,675 $ 244,101 LONG-TERM LIABILITIES: Accrued liability $ 126,350 $ 102,928 Asset retirement obligation (Note 1) 351,429 403,397 ---------- ---------- Total long-term liabilities $ 477,779 $ 506,325 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 136,424) ($ 65,352) Limited Partners, issued and outstanding, 314,878 units 3,226,665 4,452,078 ---------- ---------- Total Partners' capital $3,090,241 $4,386,726 ---------- ---------- $3,859,695 $5,137,152 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,245,970 $1,382,526 Interest income 8,853 5,067 ---------- ---------- $1,254,823 $1,387,593 COSTS AND EXPENSES: Lease operating $ 196,664 $ 171,598 Production tax 81,043 98,568 Depreciation, depletion, and amortization of oil and gas properties 228,372 73,388 Impairment provision 3,250 - General and administrative (Note 2) 86,239 87,490 ---------- ---------- $ 595,568 $ 431,044 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $ 659,255 $ 956,549 Income from discontinued operations (Note 3) 49,176 94,371 ---------- ---------- NET INCOME $ 708,431 $1,050,920 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 85,886 $ 101,753 Net income from discontinued operations 4,944 10,093 Net income 90,830 111,846 LIMITED PARTNERS: Net income from continuing operations $ 573,369 $ 854,796 Net income from discontinued operations 44,232 84,278 Net income 617,601 939,074 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 1.82 $ 2.72 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 0.14 0.27 NET INCOME PER UNIT 1.96 2.99 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $3,690,710 $3,896,469 Interest income 35,495 13,300 Other income - 8,411 ---------- ---------- $3,726,205 $3,918,180 COSTS AND EXPENSES: Lease operating $ 561,127 $ 456,532 Production tax 234,394 274,551 Depreciation, depletion, and amortization of oil and gas properties 320,169 112,274 Impairment provision 3,250 - General and administrative (Note 2) 286,000 284,610 ---------- ---------- $1,404,940 $1,127,967 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $2,321,265 $2,790,213 Income from discontinued operations (Note 3) 199,157 200,280 ---------- ---------- NET INCOME $2,520,422 $2,990,493 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 257,685 $ 287,039 Net income from discontinued operations 20,150 20,847 Net income 277,835 307,886 LIMITED PARTNERS: Net income from continuing operations $2,063,580 $2,503,174 Net income from discontinued operations 179,007 179,433 Net income 2,242,587 2,682,607 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 6.55 $ 7.95 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 0.57 0.57 NET INCOME PER UNIT 7.12 8.52 UNITS OUTSTANDING 314,878 314,878 The accompanying condensed notes are an integral part of these combined financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,520,422 $2,990,493 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 322,773 121,370 Impairment provision 3,250 - (Increase) decrease in accounts receivable - oil and gas sales 417,203 ( 459,335) (Increase) decrease in deferred charge 12,060 ( 26,364) Decrease in accounts payable ( 18,204) ( 5,137) Decrease in gas imbalance payable ( 1,203) ( 1,536) Increase (decrease) in accrued liability 23,422 ( 6,341) ---------- ---------- Net cash provided by operating activities $3,279,723 $2,613,150 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 85,218) ($ 163,161) Proceeds from sale of oil and gas properties 3,143 14,995 ---------- ---------- Net cash used by investing activities ($ 82,075) ($ 148,166) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,816,907) ($2,261,216) ---------- ---------- Net cash used by financing activities ($3,816,907) ($2,261,216) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 619,259) $ 203,768 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,661,561 967,251 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,042,302 $1,171,019 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 791,807 $1,290,961 Accounts receivable: Oil and gas sales 347,272 822,197 Assets held for sale (Note 3) 449,947 ---------- ---------- Total current assets $1,589,026 $2,113,158 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 849,630 1,209,059 DEFERRED CHARGE 208,171 209,941 ---------- ---------- $2,646,827 $3,532,158 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 111,025 $ 128,602 Gas imbalance payable 43,424 43,424 Asset retirement obligation - current (Note 1) 9,017 6,501 Asset retirement obligation - assets held for sale (Note 3) 107,875 - Accounts payable of assets held for sale 26,133 - ---------- ---------- Total current liabilities $ 297,474 $ 178,527 LONG-TERM LIABILITIES: Accrued liability $ 69,372 $ 25,448 Asset retirement obligation (Note 1) 128,871 230,556 ---------- ---------- Total long-term liabilities $ 198,243 $ 256,004 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 119,181) ($ 67,016) Limited Partners, issued and outstanding, 228,821 units 2,270,291 3,164,643 ---------- ---------- Total Partners' capital $2,151,110 $3,097,627 ---------- ---------- $2,646,827 $3,532,158 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $547,648 $630,124 Interest income 6,984 3,637 Gain on sale of oil and gas properties 11 - Other income 7,493 - -------- -------- $562,136 $633,761 COSTS AND EXPENSES: Lease operating $167,396 $ 83,726 Production tax 33,460 45,164 Depreciation, depletion, and amortization of oil and gas properties 29,458 36,596 Impairment provision 20,278 - General and administrative (Note 2) 62,961 63,943 -------- -------- $313,553 $229,429 -------- -------- INCOME FROM CONTINUING OPERATIONS $248,583 $404,332 Income from discontinued operations (Note 3) 278,793 254,525 -------- -------- NET INCOME $527,376 $658,857 ======== ======== GENERAL PARTNER: Net income from continuing operations $ 28,636 $ 43,363 Net income from discontinued operations 29,361 27,267 Net income 57,997 70,630 LIMITED PARTNERS: Net income from continuing operations $219,947 $360,969 Net income from discontinued operations 249,432 227,258 Net income 469,379 588,227 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 0.96 $ 1.58 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 1.09 0.99 NET INCOME PER UNIT 2.05 2.57 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,804,494 $1,647,850 Interest income 25,781 9,128 Gain on sale of oil and gas properties 11 - Other income 7,493 5,177 ---------- ---------- $1,837,779 $1,662,155 COSTS AND EXPENSES: Lease operating $ 393,628 $ 219,047 Production tax 120,395 114,225 Depreciation, depletion, and amortization of oil and gas properties 74,318 75,235 Impairment provision 20,278 - General and administrative (Note 2) 215,186 213,789 ---------- ---------- $ 823,805 $ 622,296 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $1,013,974 $1,039,859 Income from discontinued operations (Note 3) 727,064 634,268 ---------- ---------- NET INCOME $1,741,038 $1,674,127 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 107,333 $ 109,378 Net income from discontinued operations 77,057 68,933 Net income 184,390 178,311 LMIITED PARTNERS: Net income from continuing operations $ 906,641 $ 930,481 Net income from discontinued operations 650,007 565,335 Net income 1,556,648 1,495,816 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 3.96 $ 4.07 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 2.84 2.47 NET INCOME PER UNIT 6.80 6.54 UNITS OUTSTANDING 228,821 228,821 The accompanying condensed notes are an integral part of these combined financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,741,038 $1,674,127 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 107,484 136,410 Impairment provision 35,449 - Gain on sale of oil and gas properties ( 11) - Settlement of asset retirement obligation ( 127) - (Increase) decrease in accounts receivable - oil and gas sales 274,101 ( 333,378) (Increase) decrease in deferred charge 1,770 ( 3,668) Increase (decrease) in accounts payable 9,953 ( 77,841) Increase (decrease) in accrued liability 43,924 ( 449) ---------- ---------- Net cash provided by operating activities $2,213,581 $1,395,201 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 25,180) ($ 31,572) ---------- ---------- Net cash used by investing activities ($ 25,180) ($ 31,572) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,687,555) ($1,323,143) ---------- ---------- Net cash used by financing activities ($2,687,555) ($1,323,143) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 499,154) $ 40,486 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,290,961 680,844 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 791,807 $ 721,330 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 869,065 $ 921,812 Accounts receivable: Oil and gas sales 245,058 819,472 Assets held for sale (Note 3) 831,984 - ---------- ---------- Total current assets $1,946,107 $1,741,284 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 625,822 1,169,138 DEFERRED CHARGE 30,448 30,727 ---------- ---------- $2,602,377 $2,941,149 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 34,003 $ 148,786 Gas imbalance payable 2,024 2,312 Asset retirement obligation - current (Note 1) 3,358 1,909 Asset retirement obligation - assets held for sale 82,764 - Accounts payable for assets held for sale 38,189 - ---------- ---------- Total current liabilities $ 160,338 $ 153,007 LONG-TERM LIABILITIES: Accrued liability $ 25,662 $ 26,676 Asset retirement obligation (Note 1) 118,930 195,940 ---------- ---------- Total long-term liabilities $ 144,592 $ 222,616 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 58,000) ($ 46,261) Limited Partners, issued and outstanding, 171,400 Units 2,355,447 2,611,787 ---------- ---------- Total Partners' capital $2,297,447 $2,565,526 ---------- ---------- $2,602,377 $2,941,149 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $403,881 $457,409 Interest income 6,969 3,885 Gain on sale of oil and gas Properties 28 - Other income 18,316 - -------- -------- $429,194 $461,294 COSTS AND EXPENSES: Lease operating $ 68,605 $ 48,166 Production tax 24,515 31,719 Depreciation, depletion, and amortization of oil and gas properties 58,598 29,843 Impairment provision 24,473 - General and administrative (Note 2) 47,431 47,920 -------- -------- $223,622 $157,648 -------- -------- INCOME FROM CONTINUING OPERATIONS $205,572 $303,646 Income from discontinued operations (Note 3) 551,957 478,851 -------- -------- NET INCOME $757,529 $782,497 ======== ======== GENERAL PARTNER: Net income from continuing operations $ 27,337 $ 32,662 Net income from discontinued operations 55,290 49,196 Net income 82,627 81,858 LIMITED PARTNERS: Net income from continuing operations $178,235 $270,984 Net income from discontinued operations 496,667 429,655 Net income 674,902 700,639 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 1.04 $ 1.58 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 2.90 2.50 NET INCOME PER UNIT 3.94 4.08 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,198,064 $1,270,105 Interest income 21,183 9,271 Gain on sale of oil and gas properties 28 - Other income 18,316 - ---------- ---------- $1,237,591 $1,279,376 COSTS AND EXPENSES: Lease operating $ 197,659 $ 139,107 Production tax 77,135 79,565 Depreciation, depletion, and amortization of oil and gas properties 99,575 68,970 Impairment provision 24,473 - General and administrative (Note 2) 167,072 165,358 ---------- ---------- $ 565,914 $ 453,000 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $ 671,677 $ 826,376 Income from discontinued operations (Note 3) 1,482,519 1,341,338 ---------- ---------- $2,154,196 $2,167,714 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 76,214 $ 87,918 Net income from discontinued operations 150,322 137,261 Net income 226,536 225,179 LIMITED PARTNERS: Net income from continuing operations $ 595,463 $ 738,458 Net income from discontinued operations 1,332,197 1,204,077 Net income 1,927,660 1,942,535 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 3.47 $ 4.31 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 7.77 7.02 NET INCOME PER UNIT 11.24 11.33 UNITS OUTSTANDING 171,400 171,400 The accompanying condensed notes are an integral part of these combined financial statements. -26- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,154,196 $2,167,714 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 122,525 103,718 Impairment provision 24,523 - Gain on sale of oil and gas properties ( 28) - Settlement of asset retirement obligation ( 307) - (Increase) decrease in accounts receivable - oil and gas sales 192,023 ( 366,897) Decrease in deferred charge 279 2,899 Decrease in accounts payable ( 73,579) ( 145,094) Decrease in gas imbalance payable ( 288) ( 1,157) Increase (decrease) in accrued liability ( 1,014) 521 ---------- ---------- Net cash provided by operating activities $2,418,330 $1,761,704 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 48,802) ($ 25,527) ---------- ---------- Net cash used by investing activities ($ 48,802) ($ 25,527) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,422,275) ($1,617,426) ---------- ---------- Net cash used by financing activities ($2,422,275) ($1,617,426) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 52,747) $ 118,751 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 921,812 657,406 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 869,065 $ 776,157 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2006 2005 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,854,706 $1,970,349 Accounts receivable: Oil and gas sales 815,881 1,749,695 Assets held for sale (Note 3) 1,468,557 - ---------- ---------- Total current assets $4,139,144 $3,720,044 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,368,474 2,514,404 DEFERRED CHARGE 65,048 65,542 ---------- ---------- $5,572,666 $6,299,990 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 78,801 $ 314,015 Gas imbalance payable 10,572 15,317 Asset retirement obligation - current (Note 1) 7,015 3,988 Asset retirement obligation - assets held for sale 175,724 - Accounts payable of assets held for sale 75,065 - ---------- ---------- Total current liabilities $ 347,177 $ 333,320 LONG-TERM LIABILITIES: Accrued liability $ 45,042 $ 45,118 Asset retirement obligation (Note 1) 256,672 420,055 ---------- ---------- Total long-term liabilities $ 301,714 $ 465,173 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 15,463) $ 9,830 Limited Partners, issued and outstanding, 372,189 Units 4,939,238 5,491,667 ---------- ---------- Total Partners' capital $4,923,775 $5,501,497 ---------- ---------- $5,572,666 $6,299,990 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $ 869,824 $1,042,268 Interest income 15,020 8,397 Gain on sale of oil and gas properties 53 - Other income 38,302 - ---------- ---------- $ 923,199 $1,050,665 COSTS AND EXPENSES: Lease operating $ 145,709 $ 108,013 Production tax 52,858 72,465 Depreciation, depletion, and amortization of oil and gas properties 125,970 63,881 Impairment provision 54,129 - General and administrative (Note 2) 101,740 102,861 ---------- ---------- $ 480,406 $ 347,220 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $ 442,793 $ 703,445 Income from discontinued operations (Note 3) 1,161,092 1,086,099 ---------- ---------- NET INCOME $1,603,885 $1,789,544 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 58,987 $ 75,254 Net income from discontinued operations 116,309 111,392 Net income 175,296 186,646 LIMITED PARTNERS: Net income from continuing operations $ 383,806 $ 628,191 Net income from discontinued operations 1,044,783 974,707 Net income 1,428,589 1,602,898 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 1.03 $ 1.69 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 2.81 2.62 NET INCOME PER UNIT 3.84 4.31 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $2,584,373 $2,733,911 Interest income 45,729 20,062 Gain on sale of oil and gas properties 53 - Other income 38,302 - ---------- ---------- $2,668,457 $2,753,973 COSTS AND EXPENSES: Lease operating $ 426,971 $ 306,639 Production tax 167,319 172,738 Depreciation, depletion, and amortization of oil and gas properties 213,029 149,054 Impairment provision 54,129 - General and administrative (Note 2) 332,336 330,639 ---------- ---------- $1,193,784 $ 959,070 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $1,474,673 $1,794,903 Income from discontinued operations (Note 3) 3,109,686 2,816,887 ---------- ---------- NET INCOME $4,584,359 $4,611,790 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 166,939 $ 190,899 Net income from discontinued operations 315,849 288,536 Net income 482,788 479,435 LIMITED PARTNERS: Net income from continuing operations $1,307,734 $1,604,004 Net income from discontinued operations 2,793,837 2,528,351 Net income 4,101,571 4,132,355 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 3.51 $ 4.31 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 7.51 6.79 NET INCOME PER UNIT 11.02 11.10 UNITS OUTSTANDING 372,189 372,189 The accompanying condensed notes are an integral part of these combined financial statements. -30- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,584,359 $4,611,790 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 267,149 225,137 Impairment provision 54,235 - Gain on sale of oil and gas properties ( 53) - Settlement of asset retirement obligation ( 641) - (Increase) decrease in accounts receivable - oil and gas sales 401,422 ( 781,310) Decrease in deferred charge 494 6,331 Decrease in accounts payable ( 153,889) ( 305,682) Decrease in gas imbalance payable ( 4,745) ( 2,327) Increase (decrease) in accrued liability ( 76) 6,618 ---------- ---------- Net cash provided by operating activities $5,148,255 $3,760,557 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 101,817) ($ 54,376) ---------- ---------- Net cash used by investing activities ($ 101,817) ($ 54,376) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($5,162,081) ($3,452,903) ---------- ---------- Net cash used by financing activities ($5,162,081) ($3,452,903) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 115,643) $ 253,278 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,970,349 1,401,928 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,854,706 $1,655,206 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 437,417 $ 465,378 Accounts receivable: Oil and gas sales 125,802 409,173 Assets held for sale (Note 3) 401,351 - ---------- ---------- Total current assets $ 964,570 $ 874,551 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 333,775 597,072 DEFERRED CHARGE 16,716 16,952 ---------- ---------- $1,315,061 $1,488,575 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 18,002 $ 73,876 Asset retirement obligation - current (Note 1) 1,623 922 Asset retirement obligation - assets held for sale 42,158 - Accounts payable of assets held for sale 18,741 - ---------- ---------- Total current liabilities $ 80,524 $ 74,798 LONG-TERM LIABILITIES: Accrued liability $ 14,524 $ 15,003 Asset retirement obligation (Note 1) 63,359 102,427 ---------- ---------- Total long-term liabilities $ 77,883 $ 117,430 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 35,271) ($ 28,897) Limited Partners, issued and outstanding, 91,711 Units 1,191,925 1,325,244 ---------- ---------- Total Partners' capital $1,156,654 $1,296,347 ---------- ---------- $1,315,061 $1,488,575 ========== ========== 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 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $211,788 $252,643 Interest income 3,442 1,922 Gain on sale of oil and gas properties 12 - Other income 8,859 - -------- -------- $224,101 $254,565 COSTS AND EXPENSES: Lease operating $ 34,478 $ 26,645 Production tax 13,179 17,803 Depreciation, depletion, and amortization of oil and gas properties 30,190 15,480 Impairment provision 6,935 - General and administrative (Note 2) 25,875 26,113 -------- -------- $110,657 $ 86,041 -------- -------- INCOME FROM CONTINUING OPERATIONS $113,444 $168,524 Income from discontinued operations (Note 3) 269,635 252,130 -------- -------- NET INCOME $383,079 $420,654 ======== ======== GENERAL PARTNER: Net income from continuing operations $ 14,342 $ 18,054 Net income from discontinued operations 27,009 25,869 Net income 41,351 43,923 LIMITED PARTNERS: Net income from continuing operations $ 99,102 $150,470 Net income from discontinued operations 242,626 226,261 Net income 341,728 376,731 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 1.08 $ 1.64 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 2.64 2.46 NET INCOME PER UNIT 3.72 4.10 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $ 626,607 $ 663,526 Interest income 10,458 4,524 Gain on sale of oil and gas properties 12 - Other income 8,859 - ---------- ---------- $ 645,936 $ 668,050 COSTS AND EXPENSES: Lease operating $ 103,193 $ 74,837 Production tax 41,356 42,773 Depreciation, depletion, and amortization of oil and gas properties 50,669 35,793 Impairment provision 6,935 - General and administrative (Note 2) 101,472 99,751 ---------- ---------- $ 303,625 $ 253,154 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $ 342,311 $ 414,896 Income from discontinued operations (Note 3) 719,907 654,333 ---------- ---------- NET INCOME $1,062,218 $1,069,229 ========== ========== GENERAL PARTNER: Net income from continuing operations $ 38,370 $ 44,259 Net income from discontinued operations 73,167 67,058 Net income 111,537 111,317 LIMITED PARTNERS: Net income from continuing operations $ 303,941 $ 370,637 Net income from discontinued operations 646,740 587,275 Net income 950,681 957,912 NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 3.31 $ 4.04 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 7.05 6.40 NET INCOME PER UNIT 10.36 10.44 UNITS OUTSTANDING 91,711 91,711 The accompanying condensed notes are an integral part of these combined financial statements. -34- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,062,218 $1,069,229 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 63,728 53,845 Impairment provision 6,947 - Gain on sale of oil and gas properties ( 12) - Settlement of asset retirement obligation ( 147) - (Increase) decrease in accounts receivable - oil and gas sales 100,603 ( 180,927) Decrease in deferred charge 236 2,717 Decrease in accounts payable ( 35,704) ( 71,762) Decrease in accrued liability ( 479) ( 23) ---------- ---------- Net cash provided by operating activities $1,197,390 $ 873,079 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 23,440) ($ 13,003) ---------- ---------- Net cash used by investing activities ($ 23,440) ($ 13,003) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,201,911) ($ 796,751) ---------- ---------- Net cash used by financing activities ($1,201,911) ($ 796,751) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 27,961) $ 63,325 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 465,378 329,148 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 437,417 $ 392,473 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -35- GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 2006, combined statements of operations for the three and nine months ended September 30, 2006 and 2005, and combined statements of cash flows for the nine months ended September 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 September 30, 2006, the combined results of operations for the three and nine months ended September 30, 2006 and 2005, and the combined cash flows for the nine months ended September 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 September 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. NEW ACCOUNTING PRONOUNCEMENTS ----------------------------- In September 2006, the FASB issued FAS No. 157, "Fair Value Measurements" (FAS No. 157), which establishes a common definition for fair value to be applied to US GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. FAS No. 157 is effective for fiscal years beginning after November 15, 2007. -36- The Partnerships are currently assessing the impact of FAS No. 157 on its results of operations, financial condition and cash flows. In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) Topic 108, "Financial Statements - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (SAB 108). The SEC staff is providing guidance on how prior year misstatements should be taken into consideration when quantifying misstatements in current year financial statements for purposes of determining whether the current year's financial statements are materially misstated and should be restated. SAB 108 is effective for fiscal years ending after November 18, 2006, and early application is encouraged. The Partnerships do not believe SAB 108 will have a material impact on its results of operations, financial condition and cash flows. STATEMENTS OF CASH FLOWS ------------------------ Cash flows from operating, investing and financing activities presented in the Statements of Cash Flows include cash flows attributable to discontinued operations and assets held for sale for all periods presented. DISCONTINUED OPERATIONS ---------------------- As further discussed in Note 3, the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in a number of producing properties to independent third parties at a large public oil and gas auction on October 11, 2006. It is anticipated that additional properties for all of the Partnerships will be sold at auction in December 2006 and February 2007. The following chart shows the number of properties anticipated to be sold under the plan and their associated proved reserves as of September 30, 2006. Number of Proved Partnership Properties Reserves ----------- --------------- -------------- II-A 57 $ 5,214,000 II-B 41 2,133,000 II-C 14 182,000 II-D 8 1,476,000 II-E 260 3,485,000 II-F 258 7,916,000 II-G 258 16,583,000 II-H 258 3,853,000 -37- RECLASSIFICATION ---------------- Certain prior year balances have been reclassified to conform with current year presentation. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. Depletion of the costs of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes estimated dismantlement and abandonment costs and estimated salvage value of the equipment. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss (including the elimination of the asset retirement obligation) reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each well. If the unamortized costs, net of salvage value, of oil and gas properties exceeds the expected undiscounted future cash flows for 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. In the third quarter of 2006, natural gas prices declined significantly. Consequently, the Partnerships incurred impairments utilizing the natural gas spot prices that existed on September 30, 2006. The impairments recognized in the third quarter totaled $13,000, $7,000, $5,000, $3,000, $20,000, $24,000, $54,000, and -38- $7,000 for the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships, respectively. Since oil and natural gas prices remain volatile, the Partnerships may be required to write down the carrying value of its oil and natural gas properties at the end of future reporting periods. If an impairment is required, it would result in a charge to earnings but would not impact cash flow from operating activities. Once incurred, an impairment of oil and natural gas properties is not reversible. 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 nine months ended September 30, 2006, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships recognized $72,000, $23,000, $10,000, $37,000, $21,000, $14,000, $30,000 and $7,000 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. -39- The components of the change in asset retirement obligations for the three and nine months ended September 30, 2006 and 2005 are as shown below. II-A Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $894,681 $400,259 Additions and revisions - 455,395 Settlements and disposals ( 1,343) - Accretion expense 10,216 22,249 Discontinued operations ( 262,281) - -------- -------- Total Asset Retirement Obligation, End of Quarter $641,273 $877,903 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $904,787 $393,670 Additions and revisions - 455,751 Settlements and disposals ( 32,600) ( 1,820) Accretion expense 31,367 30,302 Discontinued operations ( 262,281) - -------- -------- Total Asset Retirement Obligation, End of Period $641,273 $877,903 ======== ======== Asset Retirement Obligation - Current $ 19,696 $ 16,851 Asset Retirement Obligation - Long-Term 621,577 861,052 -40- II-B Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $392,841 $213,451 Additions and revisions - 151,673 Accretion expense 4,416 8,229 Discontinued operations ( 146,136) - -------- -------- Total Asset Retirement Obligation, End of Quarter $251,121 $373,353 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $383,886 $210,198 Additions and revisions - 151,673 Settlements and disposals - ( 987) Accretion expense 13,371 12,469 Discontinued operations ( 146,136) - -------- -------- Total Asset Retirement Obligation, End of Period $251,121 $373,353 ======== ======== Asset Retirement Obligation - Current $ 11,980 $ 10,432 Asset Retirement Obligation - Long-Term 239,141 362,921 -41- II-C Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $144,300 $ 74,697 Additions and revisions - 78,750 Accretion expense 1,665 4,010 Discontinued operations ( 4,660) - -------- -------- Total Asset Retirement Obligation, End of Quarter $141,305 $157,457 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $140,791 $ 73,574 Additions and revisions - 78,918 Settlements and disposals - ( 673) Accretion expense 5,174 5,638 Discontinued operations ( 4,660) - -------- -------- Total Asset Retirement Obligation, End of Period $141,305 $157,457 ======== ======== Asset Retirement Obligation - Current $ 17,079 $ 11,137 Asset Retirement Obligation - Long-Term 124,226 146,320 -42- II-D Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $459,806 $192,966 Additions and revisions - 204,930 Accretion expense 2,847 10,394 Discontinued operations ( 43,125) - -------- -------- Total Asset Retirement Obligation, End of Quarter $419,528 $408,290 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $448,613 $187,060 Additions and revisions - 206,692 Accretion expense 14,040 14,538 Discontinued operations ( 43,125) - -------- -------- Total Asset Retirement Obligation, End of Period $419,528 $408,290 ======== ======== Asset Retirement Obligation - Current $ 68,099 $ 24,499 Asset Retirement Obligation - Long-Term 351,429 383,791 -43- II-E Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $242,891 $104,945 Additions and revisions 9 102,471 Settlements and disposals ( 20) - Accretion expense 2,883 5,289 Discontinued operations ( 107,875) - -------- -------- Total Asset Retirement Obligation, End of Quarter $137,888 $212,705 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $237,057 $102,444 Additions and revisions 124 102,712 Settlements and disposals ( 225) - Accretion expense 8,807 7,549 Discontinued operations ( 107,875) - -------- -------- Total Asset Retirement Obligation, End of Period $137,888 $212,705 ======== ======== Asset Retirement Obligation - Current $ 9,017 $ 1,198 Asset Retirement Obligation - Long-Term 128,871 211,507 -44- II-F Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $202,647 $105,266 Additions and revisions 20 101,329 Settlements and disposals ( 49) - Accretion expense 2,434 5,325 Discontinued operations ( 82,764) - -------- -------- Total Asset Retirement Obligation, End of Quarter $122,288 $211,920 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ----------- Total Asset Retirement Obligation, January 1 $197,849 $102,318 Additions and revisions 300 101,914 Settlements and disposals ( 546) - Accretion expense 7,449 7,688 Discontinued operations ( 82,764) - -------- -------- Total Asset Retirement Obligation, End of Period $122,288 $211,920 ======== ======== Asset Retirement Obligation - Current $ 3,358 $ 4,090 Asset Retirement Obligation - Long-Term 118,930 207,830 -45- II-G Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $434,243 $224,865 Additions and revisions 43 218,530 Settlements and disposals ( 98) - Accretion expense 5,223 11,454 Discontinued operations ( 175,724) - -------- -------- Total Asset Retirement Obligation, End of Quarter $263,687 $454,849 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ----------- Total Asset Retirement Obligation, January 1 $424,043 $218,637 Additions and revisions 627 219,756 Settlements and disposals ( 1,134) - Accretion expense 15,875 16,456 Discontinued operations ( 175,724) - -------- -------- Total Asset Retirement Obligation, End of Period $263,687 $454,849 ======== ======== Asset Retirement Obligation - Current $ 7,015 $ 8,752 Asset Retirement Obligation - Long-Term 256,672 446,097 -46- II-H Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Total Asset Retirement Obligation, July 1 $105,899 $ 55,098 Additions and revisions 10 53,424 Settlements and disposals ( 22) - Accretion expense 1,253 2,823 Discontinued operations ( 42,158) - -------- -------- Total Asset Retirement Obligation, End of Quarter $ 64,982 $111,345 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ----------- ----------- Total Asset Retirement Obligation, January 1 $103,349 $ 53,561 Additions and revisions 145 53,708 Settlements and disposals ( 261) - Accretion expense 3,907 4,076 Discontinued operations ( 42,158) - -------- -------- Total Asset Retirement Obligation, End of Period $ 64,982 $111,345 ======== ======== Asset Retirement Obligation - Current $ 1,623 $ 2,113 Asset Retirement Obligation - Long-Term 63,359 109,232 -47- 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 September 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 $ 4,615 $127,443 II-B 3,716 95,190 II-C 2,203 40,689 II-D 3,376 82,863 II-E 2,745 60,216 II-F 2,326 45,105 II-G 3,796 97,944 II-H 1,740 24,135 During the nine months ended September 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 $43,126 $382,329 II-B 38,997 285,570 II-C 32,047 122,067 II-D 37,411 248,589 II-E 34,538 180,648 II-F 31,757 135,315 II-G 38,504 293,832 II-H 29,067 72,405 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. -48- 3. DISCONTINUED OPERATIONS ----------------------- During August 2006, the General Partner approved a plan to sell an increased amount of the Partnerships' properties as a result of the generally favorable current environment for oil and gas properties. On October 11, 2006, the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in a number of producing properties at a large public oil and gas auction which resulted in proceeds of approximately $43,000, $49,000, $1,960,000, $4,449,000, $9,291,000, and $2,152,000 (net of fees), respectively to these Partnerships. The sale resulted in a gain on disposal of discontinued operations of approximately $52,000, $38,000, $1,892,000, $4,283,000, $8,937,000 and $2,071,000, respectively, for these Partnerships. It is anticipated that additional properties for all of the Partnerships will be sold at auction in December 2006 and February 2007. The properties sold in the October auction and those scheduled to be sold in the December 2006 and February 2007 auction represent a disposal of a business segment under Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assts" (FAS 144). Accordingly, current year results of these properties have been classified as discontinued, and prior periods have been restated. In conjunction with the planned sales, the Partnerships will retain all assets and liabilities through the effective date of the sale and the buyers will assume the asset retirement obligations associated with the sold interests. Net income from discontinued operations are as follows: II-A Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $362,320 $393,950 Lease operating ( 66,963) ( 82,740) Production tax ( 13,225) ( 14,832) Depreciation, depletion, and amortization of oil and gas properties ( 2,814) ( 54,974) Impairment provision ( 3,560) - -------- -------- Income from discontinued operations $275,758 $241,404 ======== ======== -49- Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $976,615 $921,869 Lease operating ( 231,719) ( 230,895) Production tax ( 33,384) ( 32,556) Depreciation, depletion, and amortization of oil and gas properties ( 19,128) ( 68,723) Impairment provision ( 3,560) - -------- -------- Income from discontinued operations $688,824 $589,695 ======== ======== II-B Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $168,686 $212,198 Lease operating ( 38,041) ( 33,671) Production tax ( 5,506) ( 8,180) Depreciation, depletion, and amortization of oil and gas properties ( 1,574) ( 17,960) Impairment provision ( 475) - -------- -------- Income from discontinued operations $123,090 $152,387 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $504,459 $507,897 Lease operating ( 130,920) ( 106,752) Production tax ( 13,474) ( 16,055) Depreciation, depletion, and amortization of oil and gas properties ( 7,361) ( 20,675) Impairment provision ( 475) - -------- -------- Income from discontinued operations $352,229 $364,415 ======== ======== -50- II-C Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $ 23,015 $ 38,291 Lease operating ( 7,572) ( 3,144) Production tax ( 1,827) ( 3,419) Depreciation, depletion, and amortization of oil and gas properties ( 50) ( 930) -------- -------- Income from discontinued operations $ 13,566 $ 30,798 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $ 64,648 $ 78,971 Lease operating ( 14,099) ( 12,168) Production tax ( 5,245) ( 6,807) Depreciation, depletion, and amortization of oil and gas properties ( 452) ( 1,335) -------- -------- Income from discontinued operations $ 44,852 $ 58,661 ======== ======== II-D Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $136,602 $140,736 Lease operating ( 75,226) ( 25,833) Production tax ( 11,905) ( 13,243) Depreciation, depletion, and amortization of oil and gas properties ( 295) ( 7,289) -------- -------- Income from discontinued operations $ 49,176 $ 94,371 ======== ======== -51- Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $368,320 $346,158 Lease operating ( 133,216) ( 104,491) Production tax ( 33,343) ( 32,291) Depreciation, depletion, and amortization of oil and gas properties ( 2,604) ( 9,096) -------- -------- Income from discontinued operations $199,157 $200,280 ======== ======== II-E Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $347,962 $336,832 Lease operating ( 24,378) ( 38,407) Production tax ( 28,328) ( 23,746) Depreciation, depletion, and amortization of oil and gas properties ( 1,292) ( 20,154) Impairment provision ( 15,171) - -------- -------- Income from discontinued operations $278,793 $254,525 ======== ======== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $947,426 $ 862,409 Lease operating ( 103,214) ( 101,721) Production tax ( 68,811) ( 65,245) Depreciation, depletion, and amortization of oil and gas properties ( 33,166) ( 61,175) Impairment provision ( 15,171) - -------- ---------- Income from discontinued operations $727,064 $ 634,268 ======== ========== -52- II-F Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $ 631,946 $ 562,753 Lease operating ( 35,465) ( 40,316) Production tax ( 43,473) ( 29,014) Depreciation, depletion, and amortization of oil and gas properties ( 1,001) ( 14,572) Impairment provision ( 50) - -------- ---------- Income from discontinued operations $ 551,957 $ 478,851 ======== ========== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $1,723,757 $1,567,132 Lease operating ( 119,036) ( 94,959) Production tax ( 99,202) ( 96,087) Depreciation, depletion, and amortization of oil and gas properties ( 22,950) ( 34,748) Impairment provision ( 50) - ---------- ---------- Income from discontinued operations $1,482,519 $1,341,338 ========== ========== -53- II-G Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $1,328,815 $1,265,147 Lease operating ( 74,585) ( 81,653) Production tax ( 90,914) ( 66,479) Depreciation, depletion, and amortization of oil and gas properties ( 2,118) ( 30,916) Impairment provision ( 106) - ---------- ---------- Income from discontinued operations $1,161,092 $1,086,099 ========== ========== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $3,622,954 $3,307,345 Lease operating ( 250,477) ( 212,659) Production tax ( 208,565) ( 201,716) Depreciation, depletion, and amortization of oil and gas properties ( 54,120) ( 76,083) Impairment provision ( 106) - ---------- ---------- Income from discontinued operations $3,109,686 $2,816,887 ========== ========== -54- II-H Partnership ---------------- Three Months Three Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $ 308,930 $ 294,120 Lease operating ( 17,421) ( 19,136) Production tax ( 21,366) ( 15,567) Depreciation, depletion, and amortization of oil and gas properties ( 496) ( 7,287) Impairment provision ( 12) - ---------- ---------- Income from discontinued operations $ 269,635 $ 252,130 ========== ========== Nine Months Nine Months Ended Ended 9/30/2006 9/30/2005 ------------ ------------ Oil and gas sales $840,476 $768,160 Lease operating ( 58,792) ( 48,535) Production tax ( 48,706) ( 47,240) Depreciation, depletion, and amortization of oil and gas properties ( 13,059) ( 18,052) Impairment provision ( 12) - -------- -------- Income from discontinued operations $719,907 $654,333 ======== ======== Assets of the discontinued operations for the nine months ended September 30, 2006 were as follows: II-A Partnership ----------- Accounts receivable - oil and gas sales $ 112,979 Oil and gas properties 3,758,843 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 3,301,782) ---------- Net assets held for sale $ 570,040 ========== -55- II-B Partnership ----------- Accounts receivable - oil and gas sales $ 108,316 Oil and gas properties 1,187,146 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 1,069,307) ---------- Net assets held for sale $ 226,155 ========== II-C Partnership ------------ Accounts receivable - oil and gas sales $ 15,079 Oil and gas properties 490,856 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 484,215) ---------- Net assets held for sale $ 21,710 ========== II-D Partnership ------------ Accounts receivable - oil and gas sales $ 95,027 Oil and gas properties 1,591,514 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 1,534,327) ---------- Net assets held for sale $ 152,214 ========== II-E Partnership ------------ Accounts receivable - oil and gas sales $ 200,824 Oil and gas properties 3,359,030 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 3,109,907) ---------- Net assets held for sale $ 449,947 ========== -56- II-F Partnership ------------ Accounts receivable - oil and gas sales $ 382,391 Oil and gas properties 4,050,287 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 3,600,694) ---------- Net assets held for sale $ 831,984 ========== II-G Partnership ------------ Accounts receivable - oil and gas sales $ 532,392 Oil and gas properties 8,522,222 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 7,586,057) ---------- Net assets held for sale $1,468,557 ========== II-H Partnership ------------ Accounts receivable - oil and gas sales $ 182,768 Oil and gas properties 1,982,194 Accumulated depreciation, depletion, and amortization of oil and gas properties ( 1,763,611) ---------- Net assets held for sale $ 401,351 ========== -57- 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. DISCONTINUED OPERATIONS - ----------------------- In October 2006, the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in a number of producing properties. This disposal was treated as a discontinued operation. The sales proceeds consisting of approximately $43,000, $49,000, $1,960,000, $4,449,000, $9,291,000 and $2,152,000, respectively, were included in the November 15, 2006 cash distributions paid by the Partnerships. The sale of these properties will impact the continuing future operations of these Partnerships. The sale resulted in a gain on disposal of discontinued operations of approximately $52,000, $38,000, $1,892,000, $4,283,000, $8,937,000, and $2,071,000, respectively, for these Partnerships. It is anticipated that these Partnerships will have lower lease operating costs, lower oil and gas sales, and a reduction in their asset retirement obligations. The reader should refer to Note 3 - Discontinued Operations to the consolidated -58- financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding this matter. In conjunction with the planned sales, the Partnerships will retain all assets and liabilities through the effective date of the sale and the buyers will assume the asset retirement obligations associated with the sold interests. 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: 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. -59- Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 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 nine months ended September 30, 2005, capital expenditures for the II-B and II-C Partnerships totaled $91,000 and $50,000, respectively. These expenditures were primarily due to the recompletion of the Berniece #1 well located in Grayson County, Texas. The II-B and II-C Partnerships own working interests of 35.2% and 15.1% in this well. Other capital expenditures incurred by the Partnerships during the nine months ended September 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. 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. -60- 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 well. If the unamortized costs, net of salvage value, of oil and gas properties 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. In the third quarter of 2006, natural gas prices declined significantly. Consequently, the Partnerships incurred impairments utilizing the natural gas spot prices that existed on September 30, 2006. The impairments recognized in the third quarter totaled $13,000, $7,000, $5,000, $3,000, $20,000, $24,000, $54,000, and $7,000 for the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships, respectively. Since oil and natural gas prices remain volatile, the Partnerships may be required to write down the carrying value of its oil and natural gas properties at the end of future reporting periods. If an impairment is required, it would result in a charge to earnings but would not impact cash flow from operating activities. Once incurred, an impairment of oil and natural gas properties is not reversible. The Deferred Charge on the Balance Sheets represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in calculating the Deferred Charge and Accrued Liability is the annual average production costs per Mcf. The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas -61- 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 - ----------------------------- In September 2006, the FASB issued FAS No. 157, "Fair Value Measurements" (FAS No. 157), which establishes a common definition for fair value to be applied to US GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. FAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnerships are currently assessing the impact of FAS No. 157 on its results of operations, financial condition and cash flows. In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) Topic 108, "Financial Statements - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (SAB 108). The SEC staff is providing guidance on how prior year misstatements should be taken into consideration when quantifying misstatements in current year financial statements for purposes of determining whether the current year's financial statements are materially misstated and should be restated. SAB 108 is effective for fiscal years ending after November 18, 2006, and early application is encouraged. The Partnerships do not believe SAB 108 -62- will have a material impact on its results of operations, financial condition and cash flows. PROVED RESERVES AND NET PRESENT VALUE - ------------------------------------- The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States, for the periods indicated. The proved reserves were estimated by petroleum engineers employed by affiliates of the Partnerships, and are annually reviewed by an independent engineering firm. "Proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve reports prepared by the General Partner. -63- 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 Production of continuing operations ( 8,139) ( 130,312) Production of discontinued operations ( 4,285) ( 14,220) Extensions and discoveries - 35,080 Discontinued operations (306,893) ( 528,897) Revisions of previous estimates ( 36,696) ( 378,158) ------- --------- Proved reserves, Sept. 30, 2006 377,571 5,373,965 ======= ========= -64- 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 Production of continuing operations ( 5,817) ( 113,458) Production of discontinued operations ( 2,147) ( 6,694) Discontinued operations (119,276) ( 75,300) Revisions of previous estimates ( 19,876) ( 276,522) ------- --------- Proved reserves, Sept. 30, 2006 357,947 4,456,878 ======= ========= -65- 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 Production of continuing operations ( 2,703) ( 71,424) Production of discontinued operations ( 145) ( 2,669) Extension and discoveries - 81 Discontinued operations ( 6,854) ( 36,003) Revisions of previous estimates ( 6,862) ( 196,581) ------- --------- Proved reserves, Sept. 30, 2006 158,969 3,263,830 ======= ========= -66- 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 Production of continuing operations ( 3,380) ( 166,259) Production of discontinued operations ( 1,508) ( 7,433) Extensions and discoveries - 19,823 Discontinued operations ( 73,121) ( 374,600) Revisions of previous estimates ( 11,101) ( 543,965) ------- --------- Proved reserves, Sept. 30, 2006 99,641 8,067,419 ======= ========= -67- 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 Production of continuing operations ( 1,074) ( 78,777) Production of discontinued operations ( 3,666) ( 18,026) Extensions and discoveries 353 2,119 Discontinued operations (140,973) ( 684,445) Revisions of previous estimates ( 10,101) ( 381,981) ------- --------- Proved reserves, Sept. 30, 2006 48,944 3,717,595 ======= ========= -68- 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 Production of continuing operations ( 852) ( 57,145) Production of discontinued operations ( 6,173) ( 37,918) Discontinued operations (327,363) (1,136,121) Revisions of previous estimates ( 15,197) ( 289,912) ------- --------- Proved reserves, Sept. 30, 2006 39,646 2,067,729 ======= ========= -69- 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 Production of continuing operations ( 1,789) ( 122,980) Production of discontinued operations ( 12,943) ( 79,944) Discontinued operations (684,306) (2,397,259) Revisions of previous estimates ( 31,839) ( 622,129) ------- --------- Proved reserves, June 30, 2006 84,774 4,461,888 ======= ========= -70- 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 Production of continuing operations ( 423) ( 29,946) Production of discontinued operations ( 2,991) ( 18,762) Discontinued operations (158,603) ( 564,537) Revisions of previous estimates ( 7,371) ( 150,918) ------- --------- Proved reserves, Sept. 30, 2006 20,523 1,091,695 ======= ========= The net present value of the Partnerships' reserves may change dramatically as oil and gas prices change or as volumes change for the reasons described above. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. The following table indicates the estimated net present value of the Partnerships' proved reserves as of September 30, 2006, 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 -71- reserves to fluctuate. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to September 30, 2006. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at September 30, 2006 will actually be realized for such production. Net Present Value of Reserves (In 000's) --------------------------------------------- Partnership 9/30/06 6/30/06 3/31/06 12/31/05 ----------- ------- ------- ------- -------- II-A $15,334 $30,013 $29,645 $ 36,701 II-B 12,545 21,453 20,510 25,757 II-C 7,643 11,891 12,442 16,799 II-D 15,008 26,128 29,594 41,793 II-E 6,603 15,191 15,738 21,072 II-F 3,482 16,784 15,861 19,777 II-G 7,505 35,516 33,654 42,092 II-H 1,832 8,402 8,002 10,059 Oil and Gas Prices --------------------------------------------- Pricing 9/30/06 6/30/06 3/31/06 12/31/05 ----------- ------- ------- ------- -------- Oil (Bbl) $ 62.90 $ 73.94 $ 66.25 $ 61.06 Gas (Mcf) 4.18 6.09 7.18 10.08 The Partnerships had decreases in estimated oil and gas reserves and the related estimated net present value of reserves at September 30, 2006 as compared to June 30, 2006 due to the decreases in the oil and gas prices used to run the reserves and the removal of the reserves related to discontinued operations. 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. -72- 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; * 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 -73- * 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. II-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, -------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $1,430,163 $1,654,121 Oil and gas production expenses $ 111,711 $ 334,764 Barrels produced 8,139 10,257 Mcf produced 130,312 129,401 Average price/Bbl $ 67.62 $ 61.02 Average price/Mcf $ 6.75 $ 7.95 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $224,000 (13.5%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease (i) $156,000 was related to a decrease in the average price of gas sold and (ii) $129,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by an increase of $54,000 related to an increase in the average price of oil sold. Volumes of oil sold decreased 2,118 barrels, while volumes of gas sold increased 911 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $223,000 (66.6%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This decrease was primarily due to (i) the receipt of a $263,000 lease operating expense credit resulting from the settlement of a class action lawsuit on several wells during the three months ended September 30, 2006 and (ii) a decrease in production taxes associated with the decrease in oil and gas -74- sales. These decreases were partially offset by an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. As a percentage of oil and gas sales, these expenses decreased to 7.8% for the three months ended September 30, 2006 from 20.2% for the three months ended September 30, 2005, primarily due to the dollar decrease in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $41,000 (35.0%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This decrease was primarily due to (i) several wells being fully depleted during 2005 due to their lack of remaining reserves and (ii) the decrease in volumes of oil sold. The decreases in DD&A were partially offset by one significant well being fully depleted during the three months ended September 30, 2006 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 5.3% for the three months ended September 30, 2006 from 7.0% for the three months ended September 30, 2005, primarily due to the dollar decrease in DD&A. The II-A Partnership recognized a non-cash charge against earnings of $13,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses decreased $2,000 (1.3%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 9.2% for the three months ended September 30, 2006 from 8.1% for the three months ended September 30, 2005, primarily due to the decrease in oil and gas sales. As further discussed in Part I, Item 2 - Discontinued Operations, the II-A Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. -75- NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $4,482,265 $4,561,548 Oil and gas production expenses $ 929,559 $ 907,296 Barrels produced 27,919 32,094 Mcf produced 397,527 426,611 Average price/Bbl $ 65.30 $ 53.33 Average price/Mcf $ 6.69 $ 6.68 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $79,000 (1.7%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. Of this decrease $223,000 and $194,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by an increase of $334,000 related to an increase in the average price of oil sold. Volumes of oil and gas sold decreased 4,175 barrels and 29,084 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 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 by the operator on one significant well during the nine months ended September 30, 2005 and (ii) increases in production on two significant wells following their successful workovers during late 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during the nine months ended September 30, 2005. The decreases in volumes of gas sold were partially offset by (i) increases in production on several wells following their successful workovers during mid to late 2005 and early 2006, (ii) the successful completion of two significant wells during mid 2006, and (iii) another 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 $22,000 (2.5%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $57,000 increase in lease operating expenses during the -76- nine months ended September 30, 2006 resulting from an increase in the II-A Partnership's gas balancing position on several wells, and (iii) a reversal during the nine months ended September 30, 2005 of $27,000 of a charge previously accrued for a judgment. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. These increases were partially offset by the receipt of a $263,000 lease operating expense credit resulting from the settlement of a class action lawsuit on several other wells during the nine months ended September 30, 2006. As a percentage of oil and gas sales, these expenses increased to 20.7% for the nine months ended September 30, 2006 from 19.9% for the nine months ended September 30, 2005. DD&A of oil and gas properties decreased $51,000 (22.2%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This decrease was primarily due to (i) several wells being fully depleted during 2005 due to their lack of remaining reserves, (ii) the decreases in volumes of oil and gas sold, and (iii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. The decreases in DD&A were partially offset by downward revisions in the estimates of remaining gas reserves since September 30, 2005. As a percentage of oil and gas sales, this expense decreased to 4.0% for the nine months ended September 30, 2006 from 5.0% for the nine months ended September 30, 2005, primarily due to the dollar decrease in DD&A. The II-A Partnership recognized a non-cash charge against earnings of $13,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the nine months ended September 30, 2005. General and administrative expenses remained relatively constant for the nine months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 9.5% for the nine months ended September 30, 2006 from 9.3% for the nine months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-A Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. The Limited Partners have received cash distributions through September 30, 2006 totaling $68,788,357 or 142.04% of Limited Partners' capital contributions. -77- II-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, -------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $1,121,924 $1,328,591 Oil and gas production expenses $ 312,482 $ 283,067 Barrels produced 5,817 6,880 Mcf produced 113,458 119,485 Average price/Bbl $ 69.39 $ 61.23 Average price/Mcf $ 6.33 $ 7.59 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $207,000 (15.6%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease (i) $143,000 was related to a decrease in the average price of gas sold and (ii) $65,000 and $46,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by an increase of $47,000 related to an increase in volumes of oil sold. Volumes of oil and gas sold decreased 1,063 barrels and 6,027 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005, primarily due to normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $29,000 (10.4%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to (i) an increase in workover expenses and (ii) an increase in saltwater disposal expenses incurred on two significant wells during the three months ended September 30, 2006 as compared to the same period 2005. As of the date of this Quarterly Report, management anticipates (i) workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores and (ii) the saltwater disposal expenses to remain at 2006 levels. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 27.9% for the three months ended September 30, 2006 from 21.3% for the three months ended September 30, 2005. This percentage increase was primarily due to (i) the decrease in -78- oil and gas sales and (ii) the dollar increase in oil and gas production expenses. DD&A of oil and gas properties decreased $16,000 (19.7%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This decrease was primarily due to (i) several wells being fully depleted during 2005 due to their lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. The decreases in DD&A were partially offset by one significant well being fully depleted during the three months ended September 30, 2006 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 5.8% for the three months ended September 30, 2006 from 6.1% for the three months ended September 30, 2005. The II-B Partnership recognized a non-cash charge against earnings of $7,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses decreased $1,000 (1.4%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 8.8% for the three months ended September 30, 2006 from 7.5% for the three months ended September 30, 2005, primarily due to the increase in oil and gas sales. As further discussed in Part I, Item 2 - Discontinued Operations, the II-B Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $3,580,179 $3,522,701 Oil and gas production expenses $ 938,030 $ 762,583 Barrels produced 19,448 23,628 Mcf produced 356,669 353,586 Average price/Bbl $ 65.99 $ 52.29 Average price/Mcf $ 6.44 $ 6.47 (a) The forgoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued -79- Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales increased $57,000 (1.6%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. Of this increase (i) $266,000 were related to an increase in the average price of oil sold and (ii) $20,000 was related to an increase in volumes of gas sold. These increases were partially offset by (i) $219,000 related to a decrease in volumes of oil sold and (ii) $10,000 related to a decrease in the average price of gas sold. Volumes of oil sold decreased 4,180 barrels, while volumes of gas sold increased 3,083 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 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 (i) one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure and (ii) an increase in production on two significant wells following the successful workovers of those wells during mid 2005 and early 2006. These increases in volumes of gas sold were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $175,000 (23.0%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $45,000 increase in lease operating expense during the nine months ended September 30, 2006 resulting from an increase in the II-B Partnership's gas balancing position on several wells, and (iii) an increase in saltwater disposal expenses incurred on two significant wells during the nine months ended September 30, 2006. As of the date of this Quarterly Report, management anticipates (i) workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores and (ii) the saltwater disposal expenses to remain at 2006 levels. As a percentage of oil and gas sales, these expenses increased to 26.2% for the nine months ended September 30, 2006 from 21.6% for the nine months ended September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties decreased $70,000 (34.9%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This decrease was primarily due to (i) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well, (ii) several wells being fully depleted during 2005 due to their lack of remaining reserves, and (iii) the decrease in volumes of oil sold. As a percentage of oil and gas sales, this expense decreased to -80- 3.6% for the nine months ended September 30, 2006 from 5.7% for the nine months ended September 30, 2005 primarily due to the dollar decrease in DD&A. The II-B Partnership recognized a non-cash charge against earnings of $7,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the nine months ended September 30, 2005. General and administrative expenses remained relatively constant for the nine months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 9.1% for the nine months ended September 30, 2006 from 9.2% for the nine months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-B Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. The Limited Partners have received cash distributions through September 30, 2006 totaling $49,710,916 or 137.43% of Limited Partners' capital contributions. II-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, -------------------------------- 2006 2005(a) -------- -------- Oil and gas sales $635,539 $713,887 Oil and gas production expenses $157,325 $142,569 Barrels produced 2,703 3,130 Mcf produced 71,424 69,717 Average price/Bbl $ 68.97 $ 61.26 Average price/Mcf $ 6.29 $ 7.49 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $78,000 (11.0%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease (i) $26,000 related to a decrease in the volumes of oil sold and (ii) $86,000 -81- related to a decrease in the average price of gas sold. These decreases were partially offset by increases of (i) $21,000 related to an increase in the volumes of gas sold and (ii) $13,000 related to an increase in the average price of oil sold. Volumes of oil sold decreased 427 barrels, while volumes of gas sold increased 1,707 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a substantial decline in production during the three months ended September 30, 2006 on one significant well following a workover of that well during late 2005. This well is not expected to return to its previously high levels of production. The increase in volumes of gas sold was primarily due to (i) increases in production on several wells following their successful workovers during 2005 and early 2006 and (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2006. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $15,000 (10.4%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to (i) an increase in workover expenses and (ii) an increase in saltwater disposal expenses incurred on two significant wells during the three months ended September 30, 2006. As of the date of this Quarterly Report, management anticipates (i) workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores and (ii) the saltwater disposal expenses to remain at 2006 levels. As a percentage of oil and gas sales, these expenses increased to 24.8% for the three months ended September 30, 2006 from 20.0% for the three months ended September 30, 2005, primarily due to the decrease in oil and gas sales and the dollar increase in oil and gas production expenses. DD&A of oil and gas properties increased $7,000 (16.5%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to two significant wells being fully depleted during the three months ended September 30, 2006 due to their lack of remaining reserves. The increase in DD&A was partially offset by several wells being fully depleted during 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 7.5% for the three months ended September 30, 2006 from 5.7% for the three months ended September 30, 2005, primarily due to the dollar increase in DD&A and the decrease in oil and gas sales. -82- The II-C Partnership recognized a non-cash charge against earnings of $5,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses decreased $1,000 (1.7%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 6.7% for the three months ended September 30, 2006 from 6.1% for the three months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-C Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,962,501 $1,975,481 Oil and gas production expenses $ 476,510 $ 360,948 Barrels produced 8,771 10,795 Mcf produced 217,049 221,031 Average price/Bbl $ 65.95 $ 51.92 Average price/Mcf $ 6.38 $ 6.40 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales remained relatively constant for the nine months ended September 30, 2006 and 2005. Decreases of (i) $105,000 and $25,000 related to decreases in the volumes of oil and gas sold and (ii) $5,000 related to a decrease in the average price of gas sold were substantially offset by an increase of $123,000 related to an increase in the average price of oil sold. Volumes of oil and gas sold decreased 2,024 barrels and 3,982 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) a positive prior period -83- volume adjustment made by the operator on one significant well during the nine months ended September 30, 2005, and (iii) the shutting-in of two significant wells during the nine months ended September 30, 2006 in order to perform repairs and maintenance. As of the date of this Quarterly Report, the shut-in wells are producing at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to normal declines in production. This decrease was partially offset by (i) increases in production on several wells following their successful workovers during 2005 and early 2006 and (ii) a positive prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2006. Oil and gas production expenses (including lease operating expenses and production taxes) increased $116,000 (32.0%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $26,000 decrease in lease operating expenses during the nine months ended September 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 nine months ended September 30, 2006 resulting from an increase in the II-C Partnership's gas balancing position on several other wells. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. As a percentage of oil and gas sales, these expenses increased to 24.3% for the nine months ended September 30, 2006 from 18.3% for the nine months ended September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties decreased $8,000 (9.3%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This decrease resulted from (i) several wells being fully depleted during 2005 due to their lack of remaining reserves and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense decreased to 4.1% for the nine months ended September 30, 2006 from 4.5% for the nine months ended September 30, 2005. The II-C Partnership recognized a non-cash charge against earnings of $5,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the nine months ended September 30, 2005. General and administrative expenses remained relatively constant for the nine months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses -84- increased to 7.9% for the nine months ended September 30, 2006 from 7.7% for the nine months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-C Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. The Limited Partners have received cash distributions through September 30, 2006 totaling $23,706,686 or 153.32% of Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, -------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $1,245,970 $1,382,526 Oil and gas production expenses $ 277,707 $ 270,166 Barrels produced 3,380 3,539 Mcf produced 166,259 163,567 Average price/Bbl $ 65.37 $ 55.83 Average price/Mcf $ 6.17 $ 7.24 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $137,000 (9.9%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease $179,000 was related to a decrease in the average price of gas sold. This decrease was partially offset by increases of (i) $32,000 related to an increase in the average price of oil sold and (ii) $20,000 related to an increase in volumes of gas sold. Volumes of oil and gas sold decreased 159 barrels while volumes of gas sold increased 2,692 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 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 (i) an increase in production on two significant wells following their successful recompletions during mid 2006 and (ii) the successful completion of several new wells during the three months ended September 30, 2006. -85- Oil and gas production expenses (including lease operating expenses and production taxes) increased $8,000 (2.8%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. This increase was partially offset by (i) the receipt of a $17,000 lease operating expense credit resulting from the settlement of a class action lawsuit on one significant well during the three months ended September 30, 2006 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 22.3% for the three months ended September 30, 2006 from 19.5% for the three months ended September 30, 2005. This percentage increase was primarily due to the increase in oil and gas sales. DD&A of oil and gas properties increased $155,000 (211.2%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to two significant wells being fully depleted during the three months ended September 30, 2006 due to their lack of remaining reserves. This increase was partially offset by several wells being fully depleted during 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 18.3% for the three months ended September 30, 2006 from 5.3% for the three months ended September 30, 2005, primarily due to the dollar increase in DD&A. The II-D Partnership recognized a non-cash charge against earnings of $3,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses decreased $1,000 (1.4%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 6.9% for the three months ended September 30, 2006 from 6.3% for the three months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-D Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. -86- NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $3,690,710 $3,896,469 Oil and gas production expenses $ 795,521 $ 731,083 Barrels produced 10,065 12,125 Mcf produced 487,474 510,943 Average price/Bbl $ 61.23 $ 49.05 Average price/Mcf $ 6.31 $ 6.46 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $206,000 (5.3%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. Of this decrease (i) $101,000 and $152,000 were related to decreases in volumes of oil and gas sold and (ii) $76,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by increases of $123,000 related to an increase in the average price of oil sold. Volumes of oil and gas sold decreased 2,060 barrels and 23,469 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 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 nine months ended September 30, 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of one significant well due to production difficulties, and (iii) a substantial decline in production 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 (i) increases in production on several wells following their successful recompletion during 2005 and mid 2006 and (ii) the successful completion of several new wells during the nine months ended September 30, 2006. -87- Oil and gas production expenses (including lease operating expenses and production taxes) increased $64,000 (8.8%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $35,000 increase in lease operating expenses during the nine months ended September 30, 2006 resulting from an increase in the II-D Partnership's gas balancing position on several wells, and (iii) a $33,000 decrease in lease operating expenses during the nine months ended September 30, 2005 resulting from a decrease in the II-D Partnership's gas balancing position on several other wells. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. These increases were partially offset by (i) the receipt of a $17,000 lease operating expense credit resulting from the settlement of a class action lawsuit on one significant well during the nine months ended September 30, 2006 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 21.6% for the nine months ended September 30, 2006 from 18.8% for the nine months ended September 30, 2005, primarily due to the dollar increase in oil and gas production expenses and the decrease in oil and gas sales DD&A of oil and gas properties increased $208,000 (185.2%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) two significant wells being fully depleted during the nine months ended September 30, 2006 due to their lack of remaining reserves and (ii) the receipt of equipment credits on an abandoned well during the nine months ended September 30, 2005. These increases were partially offset by several wells being fully depleted during 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 8.7% for the nine months ended September 30, 2006 from 2.9% for the nine months ended September 30, 2005, primarily due to the dollar increase in DD&A. The II-D Partnership recognized a non-cash charge against earnings of $3,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the nine months ended September 30, 2005. General and administrative expenses remained relatively constant for the nine months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 7.7% for the nine months ended September 30, 2006 from 7.3% for the nine months ended September 30, 2005. -88- As further discussed in Part I, Item 2 - Discontinued Operations, the II-D Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. The Limited Partners have received cash distributions through September 30, 2006 totaling $49,518,903 or 157.26% of Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, -------------------------------- 2006 2005(a) -------- -------- Oil and gas sales $547,648 $630,124 Oil and gas production expenses $200,856 $128,890 Barrels produced 1,074 932 Mcf produced 78,777 74,925 Average price/Bbl $ 67.12 $ 63.16 Average price/Mcf $ 6.04 $ 7.62 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $82,000 (13.1%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease $125,000 was related to a decrease in the average price of gas sold. This decrease was partially offset by increases of $9,000 and $29,000 related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 142 barrels and 3,852 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. The increase in volumes of oil sold was primarily due to (i) the successful completion of several new wells during late 2005 and (ii) an increase in production on one significant well following its successful recompletion during early 2006. These increases were partially offset by normal declines in production. The increase in volumes of gas sold was primarily due to (i) an increase in production on two significant wells following their successful recompletions during early 2006, (ii) the successful completion of several new wells during early 2006, and (iii) an increase in production on one significant well following its successful -89- workover during early 2006. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $72,000 (55.8%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. As a percentage of oil and gas sales, these expenses increased to 36.7% for the three months ended September 30, 2006 from 20.5% for the three months ended September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties decreased $7,000 (19.5%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This decrease was primarily due to (i) several wells being fully depleted during the three months ended September 30, 2005 due to their lack of remaining reserves and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. These decreases were partially offset by the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 5.4% for the three months ended September 30, 2006 from 5.8% for the three months ended September 30, 2005. The II-E Partnership recognized a non-cash charge against earnings of $20,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses decreased $1,000 (1.5%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 11.5% for the three months ended September 30, 2006 from 10.1% for the three months ended September 30, 2005, primarily due to the decrease in oil and gas sales. As further discussed in Part I, Item 2 - Discontinued Operations, the II-E Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. -90- NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $1,804,494 $1,647,850 Oil and gas production expenses $ 514,023 $ 333,272 Barrels produced 3,316 3,469 Mcf produced 255,968 221,571 Average price/Bbl $ 64.35 $ 51.79 Average price/Mcf $ 6.22 $ 6.63 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales increased $157,000 (9.5%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. Of this increase (i) $228,000 was related to an increase in volumes of gas sold and (ii) $42,000 was related to an increase in the average price of oil sold. These increases were partially offset by a decrease of $105,000 related to a decrease in the average price of gas sold. Volumes of oil sold decreased 153 barrels, while volumes of gas sold increased 34,397 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 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, (ii) an increase in production on two significant wells following their successful recompletions during early 2006, and (iii) the successful completion of several new wells during early 2006. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $181,000 (54.2%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $46,000 increase in lease operating expenses during the nine months ended September 30, 2006 resulting from an increase in the II-E Partnership's gas balancing position on several wells, and (iii) an increase in production taxes associated with the increase in oil and gas sales. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age -91- of the wellbores. As a percentage of oil and gas sales, these expenses increased to 28.5% for the nine months ended September 30, 2006 from 20.2% for the nine months ended September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties decreased $1,000 (1.2%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This decrease was primarily due to (i) several wells being fully depleted during the nine months ended September 30, 2005 due to their lack of remaining reserves and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. These decreases were partially offset by the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 4.1% for the nine months ended September 30, 2006 from 4.6% for the nine months ended September 30, 2005, primarily due to the increase in the average price of oil sold. The II-E Partnership recognized a non-cash charge against earnings of $20,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the nine months ended September 30, 2005. General and administrative expenses remained relatively constant for the nine months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 11.9% for the nine months ended September 30, 2006 from 13.0% for the nine months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-E Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. The Limited Partners have received cash distributions through September 30, 2006 totaling $34,382,574 or 150.26% of Limited Partners' capital contributions. -92- II-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, -------------------------------- 2006 2005(a) -------- -------- Oil and gas sales $403,881 $457,409 Oil and gas production expenses $ 93,120 $ 79,885 Barrels produced 852 775 Mcf produced 57,145 55,248 Average price/Bbl $ 64.72 $ 61.84 Average price/Mcf $ 6.10 $ 7.41 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $54,000 (11.7%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease $75,000 was related to the decrease in the average price of gas sold. This decrease was partially offset by an increase of $14,000 related to an increase in volumes of gas sold. Volumes of oil and gas sold increased 77 barrels and 1,897 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. The increase in volumes of oil sold was primarily due to the successful completion of several new wells during late 2005. This increase was partially offset by (i) a substantial decline in production during the three months ended September 30, 2006 on one significant well following a 2005 workover of that well and (ii) normal declines in production. The well with a substantial decline in production is not expected to return to its previously high levels of production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $13,000 (16.6%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. This increase was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 23.1% for the three months ended September 30, 2006 from 17.5% for the three months ended -93- September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties increased $29,000 (96.4%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to several wells being fully depleted during the three months ended September 30, 2006 due to their lack of remaining reserves. This increase was partially offset by several other wells being fully depleted during the three months ended September 30, 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 14.5% for the three months ended September 30, 2006 from 6.5% for the three months ended September 30, 2005, primarily due to the dollar increase in DD&A. The II-F Partnership recognized a non-cash charge against earnings of $24,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses remained relatively constant for the three months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 11.7% for the three months ended September 30, 2006 from 10.5% for the three months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-F Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $1,198,064 $1,270,105 Oil and gas production expenses $ 274,794 $ 218,672 Barrels produced 2,417 2,505 Mcf produced 167,836 175,431 Average price/Bbl $ 61.94 $ 52.14 Average price/Mcf $ 6.25 $ 6.50 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued -94- Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $72,000 (5.7%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. Of this decrease (i) $49,000 was related to a decrease in the volumes of gas sold and (ii) $42,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of $24,000 related to the increase in the average price of oil sold. Volumes of oil and gas sold decreased 88 barrels and 7,595 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. The decrease in volumes of oil sold was primarily due to (i) a substantial decline in production during the nine months ended September 30, 2006 on one significant well following a 2005 workover of that well and (ii) normal declines in production. These decreases were partially offset by the successful completion of several new wells during late 2005. The well with a substantial decline in production is not expected to return to its previously high levels of production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $56,000 (25.7%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. As a percentage of oil and gas sales, these expenses increased to 22.9% for the nine months ended September 30, 2006 from 17.2% for the nine months ended September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties increased $31,000 (44.4%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) several wells being fully depleted during the nine months ended September 30, 2006 due to their lack of remaining reserves and (ii) the abandonment of another significant well during the nine months ended September 30, 2006 due to its lack of remaining reserves. These increases were partially offset by several other wells being fully depleted during the nine months ended September 30, 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 8.3% for the nine months ended September 30, 2006 from 5.4% for the nine months ended September 30, 2005, primarily due to the dollar increase in DD&A. -95- The II-F Partnership recognized a non-cash charge against earnings of $24,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the nine months ended September 30, 2005. General and administrative expenses increased $2,000 (1.0%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 13.9% for the nine months ended September 30, 2006 from 13.0% for the nine months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-F Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. Cumulative cash distributions to the Limited Partners through September 30, 2006 were $29,346,051 or 171.21% of Limited Partners' capital contributions. II-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, ------------------------------- 2006 2005(a) -------- ---------- Oil and gas sales $869,824 $1,042,268 Oil and gas production expenses $198,567 $ 180,478 Barrels produced 1,789 1,619 Mcf produced 122,980 128,295 Average price/Bbl $ 64.84 $ 62.37 Average price/Mcf $ 6.13 $ 7.34 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $172,000 (16.5%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease $148,000 was related to the decrease in the average price of gas sold and $39,000 was related to a decrease in volumes of gas sold. -96- Volumes of oil sold increased 170 barrels, while volumes of gas sold decreased 5,315 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. The increase in volumes of oil sold was primarily due to the successful completion of several new wells during late 2005. This increase was partially offset by (i) a substantial decline in production during the three months ended September 30, 2006 on one significant well following a 2005 workover of that well and (ii) normal declines in production. The well with a substantial decline in production is not expected to return to its previously high levels of production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $18,000 (10.0%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to an increase in workover expenses, which was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. As a percentage of oil and gas sales, these expenses increased to 22.8% for the three months ended September 30, 2006 from 17.3% for the three months ended September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties increased $62,000 (97.2%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to several wells being fully depleted during the three months ended September 30, 2006 due to their lack of remaining reserves. This increase was partially offset by several other wells being fully depleted during the three months ended September 30, 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 14.5% for the three months ended September 30, 2006 from 6.1% for the three months ended September 30, 2005, primarily due to the dollar increase in DD&A. The II-G Partnership recognized a non-cash charge against earnings of $54,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses decreased $1,000 (1.1%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 11.7% for the three months ended September 30, 2006 from 9.9% for the three months ended September 30, 2005, primarily due to the decrease in oil and gas sales. -97- As further discussed in Part I, Item 2 - Discontinued Operations, the II-G Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005(a) ---------- ---------- Oil and gas sales $2,584,373 $2,733,911 Oil and gas production expenses $ 594,290 $ 479,377 Barrels produced 5,118 5,333 Mcf produced 363,914 377,372 Average price/Bbl $ 62.07 $ 52.22 Average price/Mcf $ 6.23 $ 6.51 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $150,000 (5.5%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. Of this decrease (i) $101,000 was related to a decrease in the average price of gas sold and (ii) $88,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by an increase of $50,000 related to the increase in the average price of oil sold. Volumes of oil and gas sold decreased 215 barrels and 13,458 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. The decrease in volumes of oil sold was primarily due to (i) a substantial decline in production during the nine months ended September 30, 2006 on one significant well following a 2005 workover of that well and (ii) normal declines in production. These decreases were partially offset by the successful completion of several new wells during late 2005. The well with a substantial decline in production is not expected to return to its previously high levels of production. -98- Oil and gas production expenses (including lease operating expenses and production taxes) increased $115,000 (24.0%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. As a percentage of oil and gas sales, these expenses increased to 23.0% for the nine months ended September 30, 2006 from 17.5% for the nine months ended September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties increased $64,000 (42.9%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) several wells being fully depleted during the nine months ended September 30, 2006 due to their lack of remaining reserves and (ii) the abandonment of another significant well during the nine months ended September 30, 2006 due to its lack of remaining reserves. These increases were partially offset by several other wells being fully depleted during the nine months ended September 30, 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 8.2% for the nine months ended September 30, 2006 from 5.5% for the nine months ended September 30, 2005, primarily due to the dollar increase in DD&A. The II-G Partnership recognized a non-cash charge against earnings of $54,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses remained relatively constant for the nine months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 12.9% for the nine months ended September 30, 2006 from 12.1% for the nine months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-G Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. Cumulative cash distributions to the Limited Partners through September 30, 2006 were $61,492,371 or 165.22% of Limited Partners' capital contributions. -99- II-H PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2005. Three Months Ended September 30, -------------------------------- 2006 2005(a) -------- -------- Oil and gas sales $211,788 $252,643 Oil and gas production expenses $ 47,657 $ 44,448 Barrels produced 423 380 Mcf produced 29,946 31,161 Average price/Bbl $ 64.62 $ 61.70 Average price/Mcf $ 6.16 $ 7.36 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $41,000 (16.2%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. Of this decrease (i) $36,000 was related to the decrease in the average price of gas sold and (ii) $9,000 was related to a decrease in volumes of gas sold. Volumes of oil sold increased 43 barrels, while volumes of gas sold decreased 1,215 Mcf for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. The increase in volumes of oil sold was primarily due to the successful completion of several new wells during late 2005. This increase was partially offset by (i) a substantial decline in production during the three months ended September 30, 2006 on one significant well following a 2005 workover of that well and (ii) normal declines in production. The well with a substantial decline in production is not expected to return to its previously high levels of production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $3,000 (7.2%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. This increase was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 22.5% for the three months ended September 30, 2006 from 17.6% for the three months ended -100- September 30, 2005, primarily due to the dollar increase in production expenses. DD&A of oil and gas properties increased $15,000 (95.0%) for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005. This increase was primarily due to several wells being fully depleted during the three months ended September 30, 2006 due to their lack of remaining reserves. This increase was partially offset by several other wells being fully depleted during the three months ended September 30, 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 14.3% for the three months ended September 30, 2006 from 6.1% for the three months ended September 30, 2005, primarily due to the dollar increase in DD&A. The II-H Partnership recognized a non-cash charge against earnings of $7,000 during the three months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the three months ended September 30, 2005. General and administrative expenses remained relatively constant for the three months ended September 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 12.2% for the three months ended September 30, 2006 from 10.3% for the three months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-H Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. -101- NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005. Nine Months Ended September 30, ------------------------------- 2006 2005(a) -------- -------- Oil and gas sales $626,607 $663,526 Oil and gas production expenses $144,549 $117,610 Barrels produced 1,186 1,235 Mcf produced 87,750 91,595 Average price/Bbl $ 61.88 $ 52.07 Average price/Mcf $ 6.30 $ 6.54 (a) The foregoing chart and the following discussion contain amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Part I, Item 2 - Discontinued Operations for more information about these discontinued operations. As shown in the table above, total oil and gas sales decreased $37,000 (5.6%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. Of this decrease $25,000 was related to a decrease in volumes of gas sold and $21,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of $12,000 related to the increase in the average price of oil sold. Volumes of oil and gas sold decreased 49 barrels and 3,845 Mcf for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. The decrease in volumes of oil sold was primarily due to (i) a substantial decline in production on one significant well following a 2005 workover of that well and (ii) normal declines in production. These decreases were partially offset by the successful completion of several new wells during late 2005. The well with a substantial decline in production is not expected to return to its previously high levels of production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $27,000 (22.9%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Quarterly Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. As a percentage of oil and gas sales, these expenses increased to 23.1% for the nine months ended September 30, 2006 from 17.7% for the nine months ended September 30, 2005, primarily due to the dollar increase in production expenses. -102- DD&A of oil and gas properties increased $15,000 (41.6%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. This increase was primarily due to (i) several wells being fully depleted during the nine months ended September 30, 2006 due to their lack of remaining reserves and (ii) the abandonment of another significant well during the nine months ended September 30, 2006 due to its lack of remaining reserves. These increases were partially offset by several other wells being fully depleted during the nine months ended September 30, 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 8.1% for the nine months ended September 30, 2006 from 5.4% for the nine months ended September 30, 2005, primarily due to the dollar increase in DD&A. The II-H Partnership recognized a non-cash charge against earnings of $7,000 during the nine months ended September 30, 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during the nine months ended September 30, 2005. General and administrative increased $2,000 (1.7%) for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 16.2% for the nine months ended September 30, 2006 from 15.0% for the nine months ended September 30, 2005. As further discussed in Part I, Item 2 - Discontinued Operations, the II-H Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions. It is anticipated that the Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties. Cumulative cash distributions to the Limited Partners through September 30, 2006 were $14,293,364 or 155.85% of Limited Partners' capital contributions. -103- 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. -104- 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. -105- 31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-G Partnership. 31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the II-H Partnership. 31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the II-H Partnership. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-A Partnership. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-B Partnership. 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the II-C Partnership. 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. -106- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: November 20, 2006 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 20, 2006 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -107- 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. -108- 31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G. 31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G. 31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H. 31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B. 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C. 32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D. 32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E. 32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F. 32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G. 32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H. -109-