8-K/A 1 geo-ef8ka.txt CURRENT REPORT (II-E & II-F) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): December 22, 2006 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F ---------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) II-E: 0-17320 II-E: 73-1324751 Oklahoma II-F: 0-17799 II-F: 73-1330632 ---------------- ---------------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) Two West Second Street, Tulsa, Oklahoma 74103 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (B) Pro forma financial information. (1) Geodyne Energy Income Limited Partnership II-E (a) Pro Forma Balance Sheet as of September 30, 2006. (b) Pro Forma Statement of Operations for the nine months ended September 30, 2006. (c) Pro Forma Statement of Operations for the year ended December 31, 2005. (d) Pro Forma Statement of Operations for the year ended December 31, 2004. (e) Pro Forma Statement of Operations for the year ended December 31, 2003. (2) Geodyne Energy Income Limited Partnership II-F (a) Pro Forma Balance Sheet as of September 30, 2006. (b) Pro Forma Statement of Operations for the nine months ended September 30, 2006. (c) Pro Forma Statement of Operations for the year ended December 31, 2005. (d) Pro Forma Statement of Operations for the year ended December 31, 2004. (e) Pro Forma Statement of Operations for the year ended December 31, 2003. -2- UNAUDITED PRO FORMA FINANCIAL DATA ---------------------------------- The following unaudited pro forma balance sheet as of September 30, 2006, unaudited pro forma statements of operations for the nine months ended September 30, 2006, and the unaudited pro forma statements of operations for the years ended December 31, 2005, 2004 and 2003 give effect to the sale of producing properties at an auction in December 2006 as described in ITEM 2 to Form 8-K dated December 22, 2006 and filed December 29, 2006 and an October 2006 auction described in a previous 8-K filing. The unaudited pro forma balance sheet is presented as if the divestitures had occurred on September 30, 2006. The unaudited pro forma statements of operations are presented as if the divestitures had occurred on January 1, 2003. The unaudited pro forma financial data is based on assumptions and includes adjustments as explained in the notes to the unaudited pro forma financial statements. The actual recording of the transactions could differ. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 ASSETS

-4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

-7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005

-9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004

-11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003

-13- NOTE 1 - BASIS OF PRESENTATION The Unaudited Pro Forma Balance Sheet as of September 30, 2006 is presented as if the divestitures had occurred on September 30, 2006. The Unaudited Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003 and for the nine months ended September 30, 2006 are presented as if the divestitures had occurred on January 1, 2003. The Partnership follows the successful efforts method of accounting under which proceeds from the sale of oil and gas properties are accounted for as gains or losses net of their carrying costs and transaction expenses. The Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003, and for the nine months ended September 30, 2006, do not reflect the estimated gain on the divestiture. Assuming the sales closed on September 30, 2006, an estimated non-recurring gain of $1,892,383 for the October auction and an estimated non-recurring gain of $351,591 for the December auction would have been recognized. NOTE 2 - PRO FORMA ADJUSTMENTS (a) Reflects net sales proceeds from the October auction of $1,960,852 for the II-E Partnership and the reversal of the net oil and gas properties and the asset retirement obligations associated with the properties sold. (b) Reflects net sales proceeds from the December auction of $362,365 for the II-E Partnership and the reversal of the net oil and gas properties and the asset retirement obligations associated with the properties sold. (c) Oil and gas sales, lease operating expenses, and production taxes are adjusted to reflect the reversal of revenues and expenses attributable to the sold properties. Depreciation, depletion, and amortization ("DD&A") is adjusted for the reductions in DD&A and asset retirement obligation accretion expenses attributable to the properties sold. These adjustments were not necessary in the Unaudited Pro Forma Statements of Operations for the nine months ended September 30, 2006 as the operating results of the sold properties were already reflected as discontinued operations. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 ASSETS

-15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

-17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

-19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005

-21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004

-23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003

-25- NOTE 1 - BASIS OF PRESENTATION The Unaudited Pro Forma Balance Sheet as of September 30, 2006 is presented as if the divestitures had occurred on September 30, 2006. The Unaudited Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003 and for the nine months ended September 30, 2006 are presented as if the divestitures had occurred on January 1, 2003. The Partnership follows the successful efforts method of accounting under which proceeds from the sale of oil and gas properties are accounted for as gains or losses net of their carrying costs and transaction expenses. The Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003, and for the nine months ended September 30, 2006, do not reflect the estimated gain on the divestiture. Assuming the sales closed on September 30, 2006, an estimated non-recurring gain of $4,283,184 for the October auction and an estimated non-recurring gain of $493,662 for the December auction would have been recognized. NOTE 2 - PRO FORMA ADJUSTMENTS (a) Reflects net sales proceeds from the October auction of $4,449,431 for the II-F Partnership and the reversal of the net oil and gas properties and the asset retirement obligations associated with the properties sold. (b) Reflects net sales proceeds from the December auction of $507,466 for the II-F Partnership and the reversal of the net oil and gas properties and the asset retirement obligations associated with the properties sold. (c) Oil and gas sales, lease operating expenses, and production taxes are adjusted to reflect the reversal of revenues and expenses attributable to the sold properties. Depreciation, depletion, and amortization ("DD&A") is adjusted for the reductions in DD&A and asset retirement obligation accretion expenses attributable to the properties sold. These adjustments were not necessary in the Unaudited Pro Forma Statements of Operations for the nine months ended September 30, 2006 as the operating results of the sold properties were already reflected as discontinued operations. -26- 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 hereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F By: GEODYNE RESOURCES, INC. General Partner //s// Dennis R. Neill ----------------------------- Dennis R. Neill President DATE: February 5, 2007 -27-

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F 8-K/A