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 March 31, 1999 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- 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 March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 240,745 $ 213,480 Accounts receivable: Oil and gas sales 448,690 506,282 ---------- ---------- Total current assets $ 689,435 $ 719,762 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,985,277 4,109,296 DEFERRED CHARGE 701,486 701,486 ---------- ---------- $5,376,198 $5,530,544 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 103,075 $ 171,762 Gas imbalance payable 125,904 125,904 ---------- ---------- Total current liabilities $ 228,979 $ 297,666 ACCRUED LIABILITY $ 180,325 $ 180,325 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 416,808) ($ 417,336) Limited Partners, issued and outstanding, 484,283 units 5,383,702 5,469,889 ---------- ---------- Total Partners' capital $4,966,894 $5,052,553 ---------- ---------- $5,376,198 $5,530,544 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -2- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- REVENUES: Oil and gas sales $659,163 $1,036,321 Interest income 2,069 8,463 Gain on sale of oil and gas properties - 446,864 -------- ---------- $661,232 $1,491,648 COSTS AND EXPENSES: Lease operating $300,920 $ 311,915 Production tax 30,240 58,758 Depreciation, depletion, and amortization of oil and gas properties 144,852 160,596 General and administrative (Note 2) 172,058 169,236 -------- ---------- $648,070 $ 700,505 -------- ---------- NET INCOME $ 13,162 $ 791,143 ======== ========== GENERAL PARTNER - NET INCOME $ 6,349 $ 45,558 ======== ========== LIMITED PARTNERS - NET INCOME $ 6,813 $ 745,585 ======== ========== NET INCOME per unit $ .01 $ 1.54 ======== ========== UNITS OUTSTANDING 484,283 484,283 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 13,162 $791,143 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 144,852 160,596 Gain on sale of oil and gas properties - ( 446,864) Decrease in accounts receivable - oil and gas sales 57,592 150,579 Increase in accounts receivable - General Partner - ( 531,748) Decrease in accounts receivable - other - 20,975 Decrease in accounts payable ( 68,687) ( 104,297) -------- -------- Net cash provided by operating activities $146,919 $ 40,384 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 30,474) ($ 13,541) Proceeds from sale of oil and gas properties 9,641 535,558 -------- -------- Net cash provided (used) by investing activities ($ 20,833) $522,017 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 98,821) ($721,645) -------- -------- Net cash used by financing activities ($ 98,821) ($721,645) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 27,265 ($159,244) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 213,480 830,584 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $240,745 $671,340 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 161,478 $ 107,021 Accounts receivable: Oil and gas sales 312,527 328,334 ---------- ---------- Total current assets $ 474,005 $ 435,355 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,457,437 2,569,828 DEFERRED CHARGE 179,833 179,833 ---------- ---------- $3,111,275 $3,185,016 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 79,650 $ 77,383 Gas imbalance payable 19,790 19,790 ---------- ---------- Total current liabilities $ 99,440 $ 97,173 ACCRUED LIABILITY $ 98,681 $ 98,681 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 322,262) ($ 320,234) Limited Partners, issued and outstanding, 361,719 units 3,235,416 3,309,396 ---------- ---------- Total Partners' capital $2,913,154 $2,989,162 ---------- ---------- $3,111,275 $3,185,016 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- REVENUES: Oil and gas sales $516,374 $795,456 Interest income 1,169 5,586 Gain on sale of oil and gas properties - 57,684 -------- -------- $517,543 $858,726 COSTS AND EXPENSES: Lease operating $239,368 $251,338 Production tax 34,056 43,312 Depreciation, depletion, and amortization of oil and gas properties 97,770 103,622 General and administrative (Note 2) 127,536 126,826 -------- -------- $498,730 $525,098 -------- -------- NET INCOME $ 18,813 $333,628 ======== ======== GENERAL PARTNER - NET INCOME $ 4,793 $ 20,547 ======== ======== LIMITED PARTNERS - NET INCOME $ 14,020 $313,081 ======== ======== NET INCOME per unit $ .04 $ .87 ======== ======== UNITS OUTSTANDING 361,719 361,719 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 18,813 $333,628 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 97,770 103,622 Gain on sale of oil and gas properties - ( 57,684) Decrease in accounts receivable - oil and gas sales 15,807 62,565 Increase in accounts receivable - General Partner - ( 69,254) Increase (decrease) in accounts payable 2,267 ( 31,978) -------- -------- Net cash provided by operating activities $134,657 $340,899 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 159) ($ 4,500) Proceeds from sale of oil and gas properties 14,780 72,918 -------- -------- Net cash provided by investing activities $ 14,621 $ 68,418 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 94,821) ($639,220) -------- -------- Net cash used by financing activities ($ 94,821) ($639,220) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 54,457 ($229,903) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 107,021 644,574 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $161,478 $414,671 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 118,340 $ 66,617 Accounts receivable: Oil and gas sales 148,678 157,275 ---------- ---------- Total current assets $ 267,018 $ 223,892 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,323,349 1,382,430 DEFERRED CHARGE 153,412 153,412 ---------- ---------- $1,743,779 $1,759,734 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 31,050 $ 29,848 Gas imbalance payable 38,249 38,249 ---------- ---------- Total current liabilities $ 69,299 $ 68,097 ACCRUED LIABILITY $ 59,308 $ 59,308 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 134,834) ($ 133,264) Limited Partners, issued and outstanding, 154,621 units 1,750,006 1,765,593 ---------- ---------- Total Partners' capital $1,615,172 $1,632,329 ---------- ---------- $1,743,779 $1,759,734 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $241,303 $368,535 Interest income 879 3,337 Gain on sale of oil and gas properties - 193,527 -------- -------- $242,182 $565,399 COSTS AND EXPENSES: Lease operating $ 87,650 $ 89,064 Production tax 23,514 23,238 Depreciation, depletion, and amortization of oil and gas properties 53,016 59,593 General and administrative (Note 2) 54,561 54,209 -------- -------- $218,741 $226,104 -------- -------- NET INCOME $ 23,441 $339,295 ======== ======== GENERAL PARTNER - NET INCOME $ 7,028 $ 19,182 ======== ======== LIMITED PARTNERS - NET INCOME $ 16,413 $320,113 ======== ======== NET INCOME per unit $ .11 $ 2.07 ======== ======== UNITS OUTSTANDING 154,621 154,621 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 23,441 $339,295 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation, depletion, and amortization of oil and gas properties 53,016 59,593 Gain on sale of oil and gas properties - ( 193,527) Decrease in accounts receivable - oil and gas sales 8,597 40,385 Increase in accounts receivable - General Partner - ( 276,943) Decrease in accounts receivable - other - 1,931 Increase in accounts payable 1,202 3,782 -------- -------- Net cash provided (used) by operating activities $ 86,256 ($ 25,484) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 68) ($ 131) Proceeds from sale of oil and gas properties 6,133 278,772 -------- -------- Net cash provided by investing activities $ 6,065 $278,641 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 40,598) ($347,423) -------- -------- Net cash used by financing activities ($ 40,598) ($347,423) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 51,723 ($ 94,266) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 66,617 358,095 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $118,340 $263,829 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 275,762 $ 311,556 Accounts receivable: Oil and gas sales 311,274 342,433 ---------- ---------- Total current assets $ 587,036 $ 653,989 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,631,840 2,726,713 DEFERRED CHARGE 614,207 614,207 ---------- ---------- $3,833,083 $3,994,909 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 67,045 $ 67,934 Gas imbalance payable 149,648 149,648 ---------- ---------- Total current liabilities $ 216,693 $ 217,582 ACCRUED LIABILITY $ 206,215 $ 206,215 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 249,645) ($ 247,182) Limited Partners, issued and outstanding, 314,878 units 3,659,820 3,818,294 ---------- ---------- Total Partners' capital $3,410,175 $3,571,112 ---------- ---------- $3,833,083 $3,994,909 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- REVENUES: Oil and gas sales $505,415 $ 711,972 Interest income 3,084 10,569 Gain on sale of oil and gas properties - 439,105 -------- ---------- $508,499 $1,161,646 COSTS AND EXPENSES: Lease operating $245,252 $ 257,537 Production tax 40,297 64,099 Depreciation, depletion, and amortization of oil and gas properties 96,943 113,001 General and administrative (Note 2) 111,008 110,089 -------- ---------- $493,500 $ 544,726 -------- ---------- NET INCOME $ 14,999 $ 616,920 ======== ========== GENERAL PARTNER - NET INCOME $ 4,473 $ 34,838 ======== ========== LIMITED PARTNERS - NET INCOME $ 10,526 $ 582,082 ======== ========== NET INCOME per unit $ .03 $ 1.85 ======== ========== UNITS OUTSTANDING 314,878 314,878 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 14,999 $ 616,920 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation, depletion, and amortization of oil and gas properties 96,943 113,001 Gain on sale of oil and gas properties - ( 439,105) Decrease in accounts receivable - oil and gas sales 31,159 184,012 Increase in accounts receivable - General Partner - ( 615,395) Decrease in accounts receivable - other - 20,267 Increase (decrease) in accounts payable ( 889) 14,484 -------- ---------- Net cash provided (used) by operating activities $142,212 ($ 105,816) -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,070) $ - Proceeds from sale of oil and gas properties - 618,106 -------- ---------- Net cash provided (used) by investing activities ($ 2,070) $ 618,106 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($175,936) ($1,071,978) -------- ---------- Net cash used by financing activities ($175,936) ($1,071,978) -------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 35,794) ($ 559,688) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 311,556 1,151,142 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $275,762 $ 591,454 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 256,838 $ 376,779 Accounts receivable: Oil and gas sales 201,744 220,028 ---------- ---------- Total current assets $ 458,582 $ 596,807 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,277,616 2,388,613 DEFERRED CHARGE 275,532 275,532 ---------- ---------- $3,011,730 $3,260,952 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 38,113 $ 38,881 Gas imbalance payable 148,458 148,458 ---------- ---------- Total current liabilities $ 186,571 $ 187,339 ACCRUED LIABILITY $ 81,050 $ 81,050 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 175,291) ($ 173,306) Limited Partners, issued and outstanding, 228,821 units 2,919,400 3,165,869 ---------- ---------- Total Partners' capital $2,744,109 $2,992,563 ---------- ---------- $3,011,730 $3,260,952 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $328,051 $478,325 Interest income 3,391 6,458 Gain on sale of oil and gas properties 367 63,215 -------- -------- $331,809 $547,998 COSTS AND EXPENSES: Lease operating $125,145 $132,026 Production tax 22,588 33,698 Depreciation, depletion, and amortization of oil and gas properties 110,938 136,571 General and administrative (Note 2) 80,718 80,651 -------- -------- $339,389 $382,946 -------- -------- NET INCOME (LOSS) ($ 7,580) $165,052 ======== ======== GENERAL PARTNER - NET INCOME $ 3,889 $ 13,393 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 11,469) $151,659 ======== ======== NET INCOME (LOSS) per unit ($ .05) $ .66 ======== ======== UNITS OUTSTANDING 228,821 228,821 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 7,580) $165,052 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 110,938 136,571 Gain on sale of oil and gas properties ( 367) ( 63,215) Decrease in accounts receivable - oil and gas sales 18,284 91,524 Increase in accounts receivable - General Partner - ( 65,205) Decrease in accounts receivable - other - 110 Decrease in accounts payable ( 768) ( 42,192) -------- -------- Net cash provided by operating activities $120,507 $222,645 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 282) ($ 82,321) Proceeds from sale of oil and gas properties 708 69,499 -------- -------- Net cash provided (used) by investing activities $ 426 ($ 12,822) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($240,874) ($520,849) -------- -------- Net cash used by financing activities ($240,874) ($520,849) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($119,941) ($311,026) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 376,779 670,777 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $256,838 $359,751 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 166,828 $ 153,240 Accounts receivable: Oil and gas sales 192,903 187,525 ---------- ---------- Total current assets $ 359,731 $ 340,765 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,981,017 2,086,592 DEFERRED CHARGE 46,373 46,373 ---------- ---------- $2,387,121 $2,473,730 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 27,865 $ 24,007 Gas imbalance payable 4,233 4,233 ---------- ---------- Total current liabilities $ 32,098 $ 28,240 ACCRUED LIABILITY $ 24,995 $ 24,995 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 137,076) ($ 144,763) Limited Partners, issued and outstanding, 171,400 units 2,467,104 2,565,258 ---------- ---------- Total Partners' capital $2,330,028 $2,420,495 ---------- ---------- $2,387,121 $2,473,730 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ---------- --------- REVENUES: Oil and gas sales $394,229 $432,069 Interest income 1,781 6,095 Gain on sale of oil and gas properties 898 117,191 -------- -------- $396,908 $555,355 COSTS AND EXPENSES: Lease operating $132,770 $ 85,885 Production tax 25,231 28,946 Depreciation, depletion, and amortization of oil and gas properties 111,013 93,722 General and administrative (Note 2) 60,495 59,176 -------- -------- $329,509 $267,729 -------- -------- NET INCOME $ 67,399 $287,626 ======== ======== GENERAL PARTNER - NET INCOME $ 16,553 $ 17,825 ======== ======== LIMITED PARTNERS - NET INCOME $ 50,846 $269,801 ======== ======== NET INCOME per unit $ .30 $ 1.57 ======== ======== UNITS OUTSTANDING 171,400 171,400 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 67,399 $287,626 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 111,013 93,722 Gain on sale of oil and gas properties ( 898) ( 117,191) (Increase) decrease in accounts receivable - oil and gas sales ( 5,378) 74,690 Increase in accounts receivable - General Partner - ( 113,665) Decrease in accounts receivable - other - 43 Increase (decrease) in accounts payable 3,858 ( 25,093) -------- -------- Net cash provided by operating activities $175,994 $200,132 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 7,922) ($ 12,820) Proceeds from sale of oil and gas properties 3,382 127,928 -------- -------- Net cash provided (used) by investing activities ($ 4,540) $115,108 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($157,866) ($731,828) -------- -------- Net cash used by financing activities ($157,866) ($731,828) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 13,588 ($416,588) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 153,240 741,852 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $166,828 $325,264 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 349,899 $ 333,168 Accounts receivable: Oil and gas sales 425,305 398,538 ---------- ---------- Total current assets $ 775,204 $ 731,706 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,262,383 4,492,141 DEFERRED CHARGE 101,955 101,955 ---------- ---------- $5,139,542 $5,325,802 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 59,458 $ 51,385 Gas imbalance payable 9,029 9,029 ---------- ---------- Total current liabilities $ 68,487 $ 60,414 ACCRUED LIABILITY $ 57,830 $ 57,830 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 306,633) ($ 304,885) Limited Partners, issued and outstanding, 372,189 units 5,319,858 5,512,443 ---------- ---------- Total Partners' capital $5,013,225 $5,207,558 ---------- ---------- $5,139,542 $5,325,802 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -20- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 -------- ---------- REVENUES: Oil and gas sales $852,036 $ 914,389 Interest income 3,885 12,969 Gain on sale of oil and gas properties 1,878 245,627 -------- ---------- $857,799 $1,172,985 COSTS AND EXPENSES: Lease operating $282,304 $ 182,432 Production tax 54,538 61,677 Depreciation, depletion, and amortization of oil and gas properties 241,511 200,060 General and administrative (Note 2) 131,150 128,414 -------- ---------- $709,503 $ 572,583 -------- ---------- NET INCOME $148,296 $ 600,402 ======== ========== GENERAL PARTNER - NET INCOME $ 16,881 $ 37,374 ======== ========== LIMITED PARTNERS - NET INCOME $131,415 $ 563,028 ======== ========== NET INCOME per unit $ .35 $ 1.51 ======== ========== UNITS OUTSTANDING 372,189 372,189 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $148,296 $ 600,402 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 241,511 200,060 Gain on sale of oil and gas properties ( 1,878) ( 245,627) (Increase) decrease in accounts receivable - oil and gas sales ( 26,767) 160,556 Increase in accounts receivable - General Partner - ( 239,299) Increase (decrease) in accounts payable 8,073 ( 51,937) -------- ---------- Net cash provided by operating activities $369,235 $ 424,155 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 17,119) ($ 26,822) Proceeds from sale of oil and gas properties 7,244 269,492 -------- ---------- Net cash provided (used) by investing activities ($ 9,875) $ 242,670 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($342,629) ($1,540,458) -------- ---------- Net cash used by financing activities ($342,629) ($1,540,458) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 16,731 ($ 873,633) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 333,168 1,564,325 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $349,899 $ 690,692 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 79,158 $ 78,275 Accounts receivable: Oil and gas sales 98,059 95,260 ---------- ---------- Total current assets $ 177,217 $ 173,535 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,005,737 1,057,945 DEFERRED CHARGE 23,749 23,749 ---------- ---------- $1,206,703 $1,255,229 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 14,309 $ 12,408 ---------- ---------- Total current liabilities $ 14,309 $ 12,408 ACCRUED LIABILITY $ 12,063 $ 12,063 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 76,220) ($ 75,631) Limited Partners, issued and outstanding, 91,711 units 1,256,551 1,306,389 ---------- ---------- Total Partners' capital $1,180,331 $1,230,758 ---------- ---------- $1,206,703 $1,255,229 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 -------- ---------- REVENUES: Oil and gas sales $198,192 $217,703 Interest income 813 2,935 Gain on sale of oil and gas properties 434 57,318 -------- -------- $199,439 $277,956 COSTS AND EXPENSES: Lease operating $ 67,400 $ 43,473 Production tax 12,641 14,867 Depreciation, depletion, and amortization of oil and gas properties 55,089 46,481 General and administrative (Note 2) 32,388 31,636 -------- -------- $167,518 $136,457 -------- -------- NET INCOME $ 31,921 $141,499 ======== ======== GENERAL PARTNER - NET INCOME $ 3,759 $ 8,787 ======== ======== LIMITED PARTNERS - NET INCOME $ 28,162 $132,712 ======== ======== NET INCOME per unit $ .31 $ 1.45 ======== ======== UNITS OUTSTANDING 91,711 91,711 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -24- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $31,921 $141,499 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 55,089 46,481 Gain on sale of oil and gas properties ( 434) ( 57,318) (Increase) decrease in accounts receivable - oil and gas sales ( 2,799) 37,481 Increase in accounts receivable - General Partner - ( 56,045) Increase (decrease) in accounts payable 1,901 ( 11,768) ------- -------- Net cash provided by operating activities $85,678 $100,330 ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 4,203) ($ 6,209) Proceeds from sale of oil and gas properties 1,756 63,149 ------- -------- Net cash provided (used) by investing activities ($ 2,447) $ 56,940 ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($82,348) ($358,889) ------- -------- Net cash used by financing activities ($82,348) ($358,889) ------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 883 ($201,619) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 78,275 364,502 ------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $79,158 $162,883 ======= ======== The accompanying condensed notes are an integral part of these combined financial statements. -25- GEODYNE ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS MARCH 31, 1999 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of March 31, 1999, combined statements of operations for the three months ended March 31, 1999 and 1998, and combined statements of cash flows for the three months ended March 31, 1999 and 1998 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 March 31, 1999, the combined results of operations for the three months ended March 31, 1999 and 1998, and the combined cash flows for the three months ended March 31, 1999 and 1998. 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, 1998. The results of operations for the period ended March 31, 1999 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. -26- OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Leasehold impairment is recognized based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties. Depletion of the costs of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage value. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. -27- 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' Partnership Agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended March 31, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $44,615 $127,443 II-B 32,346 95,190 II-C 13,872 40,689 II-D 28,145 82,863 II-E 20,502 60,216 II-F 15,390 45,105 II-G 33,206 97,944 II-H 8,253 24,135 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. -28- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and did not engage in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership, and its related Production Partnership, is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. -29- LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- II-A July 22, 1987 $48,428,300 II-B October 14, 1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of March 31, 1999 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. During the three months ended March 31, 1999, the third party operator of the State Lease 8191 No. 4 well in St. Bernard Parish, Louisiana charged the II-A Partnership for capital expenditures of $30,303. These costs were allegedly incurred by the operator in drilling this well for the purpose of relieving pressure in another well which suffered a blowout during a workover attempt. This new well was completed as a producing gas well. For financial reporting purposes, these charges have been recorded as capital costs. -30- RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Due to the volatility of oil and gas prices, forecasting future prices is subject to great uncertainty and inaccuracy. Substantially all of the Partnerships' gas reserves are being sold on the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. In addition, crude oil prices were recently at or near their lowest level in the past decade due primarily to the global surplus of crude oil. However, as of the date of this Quarterly Report oil prices have rebounded primarily due to a decrease in the global oil surplus as a result of production curtailments by several major oil producing nations. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. II-A PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- ---------- Oil and gas sales $659,163 $1,036,321 Oil and gas production expenses $331,160 $ 370,673 Barrels produced 23,324 22,046 Mcf produced 260,569 313,823 Average price/Bbl $ 10.70 $ 15.86 Average price/Mcf $ 1.57 $ 2.19 As shown in the table above, total oil and gas sales decreased $377,158 (36.4%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $117,000 was related to a decrease in volumes of gas sold and approximately $120,000 and $161,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil sold increased 1,278 barrels, while volumes of gas sold decreased 53,254 Mcf for the three months ended -31- March 31, 1999 as compared to the three months ended March 31, 1998. Oil volumes increased primarily due to positive prior period volume adjustments on three significant wells during the three months ended March 31, 1999. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells during 1998, (ii) the II-A Partnership receiving a reduced percentage of sales on one significant well during the three months ended March 31, 1999 due to its overproduced position in that well, and (iii) negative prior period volume adjustments made by the purchasers on two wells during the three months ended March 31, 1999. Average oil and gas prices decreased to $10.70 per barrel and $1.57 per Mcf, respectively, for the three months ended March 31, 1999 from $15.86 per barrel and $2.19 per Mcf, respectively, for the three months ended March 31, 1998. The II-A Partnership sold certain oil and gas properties during the three months ended March 31, 1998 and recognized a $446,864 gain on such sales. No such gains were recognized on sales of oil and gas properties during the three months ended March 31, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $39,513 (10.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) production tax credits received from the operator on several wells during the three months ended March 31, 1999, and (iii) workover expenses incurred on three wells during the three months ended March 31, 1998 in order to improve the recovery of reserves. These decreases were partially offset by workover expenses incurred on two wells during March 31, 1999. As a percentage of oil and gas sales, these expenses increased to 50.2% for the three months ended March 31, 1999 from 35.8% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $15,744 (9.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 22.0% for the three months ended March 31, 1999 from 15.5% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -32- General and administrative expenses increased $2,822 (1.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 26.1% for the three months ended March 31, 1998 from 16.3% for the three months ended March 31, 1999. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $46,828,357 or 96.70% of the Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $516,374 $795,456 Oil and gas production expenses $273,424 $294,650 Barrels produced 14,932 15,911 Mcf produced 220,787 237,012 Average price/Bbl $ 10.75 $ 16.11 Average price/Mcf $ 1.61 $ 2.27 As shown in the table above, total oil and gas sales decreased $279,082 (35.1%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $16,000 and $37,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $80,000 and $146,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 979 barrels and 16,225 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Average oil and gas prices decreased to $10.75 per barrel and $1.61 per Mcf, respectively, for the three months ended March 31, 1999 from $16.11 per barrel and $2.27 per Mcf, respectively, for the three months ended March 31, 1998. The II-B Partnership sold certain oil and gas properties during the three months ended March 31, 1998 and recognized a $57,684 gain on such sales. No such gains were recognized on sales of oil and gas properties during the three months ended March 31, 1999. -33- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $21,226 (7.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in volumes of oil and gas sold and (ii) workover expenses incurred on three wells during the three months ended March 31, 1998 in order to improve the recovery of reserves. These decreases were partially offset by workover expenses incurred on one well during the three months ended March 31, 1999. As a percentage of oil and gas sales, these expenses increased to 53.0% for the three months ended March 31, 1999 from 37.0% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $5,852 (5.6%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, this expense increased to 18.9% for the three months ended March 31, 1999 from 13.0% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 24.7% for the three months ended March 31, 1999 from 15.9% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $34,220,916 or 94.61% of the Limited Partners' capital contributions. -34- II-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $241,303 $368,535 Oil and gas production expenses $111,164 $112,302 Barrels produced 4,701 5,004 Mcf produced 116,384 137,055 Average price/Bbl $ 10.81 $ 15.08 Average price/Mcf $ 1.64 $ 2.14 As shown in the table above, total oil and gas sales decreased $127,232 (34.5%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $44,000 was related to a decrease in volumes of gas sold and approximately $20,000 and $58,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 303 barrels and 20,671 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells during 1998, (ii) positive prior period volume adjustments on two significant wells made by the operator during the three months ended March 31, 1998, and (iii) normal declines in production. Average oil and gas prices decreased to $10.81 per barrel and $1.64 per Mcf, respectively, for the three months ended March 31, 1999 from $15.08 per barrel and $2.14 per Mcf, respectively, for the three months ended March 31, 1998. The II-C Partnership sold certain oil and gas properties during the three months ended March 31, 1998 and recognized a $193,527 gain on such sales. No such gains were recognized on sales of oil and gas properties during the three months ended March 31, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $1,138 (1.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from (i) a decrease in lease operating expenses associated with the decrease in volumes of oil and gas sold and (ii) workover expenses incurred on two wells during the three months ended March 31, 1998 in order to improve the recovery of reserves. This decrease was partially offset by workover expenses incurred on another well during the three months ended March 31, 1999 in order to improve the recovery -35- of reserves. Any increase in production taxes resulting from positive prior period production tax adjustments made by the purchaser on two wells during the three months ended March 31, 1999 was substantially offset by a decrease in production taxes associated with the decrease in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 46.1% for the three months ended March 31, 1999 from 30.5% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $6,577 (11.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 22.0% for the three months ended March 31, 1999 from 16.2% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 22.6% for the three months ended March 31, 1999 from 14.7% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $15,533,686 or 100.46% of the Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $505,415 $711,972 Oil and gas production expenses $285,549 $321,636 Barrels produced 9,304 11,829 Mcf produced 223,820 258,157 Average price/Bbl $ 10.21 $ 15.10 Average price/Mcf $ 1.83 $ 2.07 As shown in the table above, total oil and gas sales decreased $206,557 (29.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, -36- 1998. Of this decrease, approximately $38,000 and $71,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $46,000 and $52,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,525 barrels and 34,337 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of oil sold resulted primarily from the sale of several wells during 1998. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells during 1998 and (ii) normal declines in production. This decrease was partially offset by a negative prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1998. Average oil and gas prices decreased to $10.21 per barrel and $1.83 per Mcf, respectively, for the three months ended March 31, 1999 from $15.10 per barrel and $2.07 per Mcf, respectively, for the three months ended March 31, 1998. The II-D Partnership sold certain oil and gas properties during the three months ended March 31, 1998, and recognized a $439,105 gain on such sales. No such gains were recognized on sales of oil and gas properties during the three months ended March 31, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $36,087 (11.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from (i) workover expenses incurred on one well during the three months ended March 31, 1998 in order to improve the recovery of reserves, (ii) decreases in production taxes associated with the decrease in oil and gas sales, and (iii) decreases in lease operating expenses associated with the decreases in the volumes of oil and gas sold. These decreases were partially offset by an increase in workover expenses incurred one well during the three months ended March 31, 1999 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 56.5% for the three months ended March 31, 1999 from 45.2% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $16,058 (14.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 19.2% for the three months ended March 31, 1999 from 15.9% for the three months ended March 31, 1998. This percentage increase was -37- primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 22.0% for the three months ended March 31, 1999 from 15.5% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $31,454,903 or 99.90% of the Limited Partners' capital contributions. II-E PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $328,051 $478,325 Oil and gas production expenses $147,733 $165,724 Barrels produced 8,860 8,400 Mcf produced 154,199 177,849 Average price/Bbl $ 11.17 $ 14.45 Average price/Mcf $ 1.49 $ 2.01 As shown in the table above, total oil and gas sales decreased $150,274 (31.4%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $29,000 and $80,000, respectively, were related to decreases in the average prices of oil and gas sold and approximately $47,000 was related to a decrease in the volumes of gas sold. Volumes of oil sold increased 460 barrels, while volumes of gas sold decreased 23,650 Mcf for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of gas sold resulted primarily from (i) the II-E Partnership receiving an increased percentage of sales on one well during the three months ended March 31, 1998 due to its underproduced gas balancing position in that well, (ii) the II-E Partnership receiving a decreased percentage of sales on another well during the three months ended March 31, 1999, and (iii) normal declines in production. Average oil and gas prices decreased to $11.17 per barrel and $1.49 per Mcf, respectively, for the three months ended March 31, 1999 from $14.45 per barrel and $2.01 per Mcf, respectively, for the three months ended March 31, 1998. -38- The II-E Partnership sold certain oil and gas properties during the three months ended March 31, 1999 and recognized a $367 gain on such sales. Sales of oil and gas properties during the three months ended March 31, 1998 resulted in the II-E Partnership recognizing similar gains totaling $63,215. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $17,991 (10.9%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from decreases in (i) production taxes associated with the decrease in oil and gas sales and (ii) lease operating expenses associated with the decrease in volumes of gas sold. These decreases were partially offset by workover expenses incurred on one well during the three months ended March 31, 1999 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 45.0% for the three months ended March 31, 1999 from 34.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $25,633 (18.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 33.8% for the three months ended March 31, 1999 from 28.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 24.6% for the three months ended March 31, 1999 from 16.9% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $22,706,574 or 99.23% of Limited Partners' capital contributions. -39- II-F PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $394,229 $432,069 Oil and gas production expenses $158,001 $114,831 Barrels produced 10,481 9,805 Mcf produced 186,584 143,447 Average price/Bbl $ 10.34 $ 14.07 Average price/Mcf $ 1.53 $ 2.05 As shown in the table above, total oil and gas sales decreased $37,840 (8.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $39,000 and $97,000, respectively, were related to decreases in the average prices of oil and gas sold, which decreases were partially offset by increases of approximately $10,000 and $88,000, respectively, related to increases in the volumes of oil and gas sold. Volumes of oil and gas sold increased 676 barrels and 43,137 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The increase in volumes of gas sold resulted primarily from (i) a positive prior period volume adjustment made by the operator on one significant well during the three months ended March 31, 1999 and (ii) an increase in production due to the successful recompletion of another well in late 1998. Average oil and gas prices decreased to $10.34 per barrel and $1.53 per Mcf, respectively, for the three months ended March 31, 1999 from $14.07 per barrel and $2.05 per Mcf, respectively, for the three months ended March 31, 1998. The II-F Partnership sold certain oil and gas properties during the three months ended March 31, 1999 and recognized a $898 gain on such sales. Sales of oil and gas properties during the three months ended March 31, 1998 resulted in the II-F Partnership recognizing similar gains totaling $117,191. Oil and gas production expenses (including lease operating expenses and production taxes) increased $43,170 (37.6%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from (i) ad valorem taxes being paid during the three months ended March 31, 1999, (ii) an increase in lease operating expenses associated with the increase in volumes of -40- oil and gas sold, and (iii) workover expenses incurred on one well during the three months ended March 31, 1999 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 40.1% for the three months ended March 31, 1999 from 26.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold and the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $17,291 (18.4%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 28.2% for the three months ended March 31, 1999 from 21.7% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,319 (2.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 15.3% for the three months ended March 31, 1999 from 13.7% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The II-F Partnership achieved payout during the three months ended March 31, 1999. After payout, operations and revenues for the II-F Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1998 for a further discussion of pre and post payout allocations of income and expense. The Limited Partners have received cash distributions through March 31, 1999 totaling $17,177,051 or 100.22% of Limited Partners' capital contributions. -41- II-G PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- --------- Oil and gas sales $852,036 $914,389 Oil and gas production expenses $336,842 $244,109 Barrels produced 22,078 20,593 Mcf produced 406,215 305,144 Average price/Bbl $ 10.34 $ 14.07 Average price/Mcf $ 1.54 $ 2.05 As shown in the table above, total oil and gas sales decreased $62,353 (6.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $82,000 and $208,000, respectively, were related to decreases in the average prices of oil and gas sold, which decreases were partially offset by increases of approximately $21,000 and $207,000, respectively, related to increases in the volumes of oil and gas sold. Volumes of oil and gas sold increased 1,485 barrels and 101,071 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The increase in volumes of gas sold resulted primarily from (i) a positive prior period volume adjustment made by the operator on one significant well during the three months ended March 31, 1999 and (ii) an increase in production due to the successful recompletion of another well in late 1998. Average oil and gas prices decreased to $10.34 per barrel and $1.54 per Mcf, respectively, for the three months ended March 31, 1999 from $14.07 per barrel and $2.05 per Mcf, respectively, for the three months ended March 31, 1998. The II-G Partnership sold certain oil and gas properties during the three months ended March 31, 1999 and recognized a $1,878 gain on such sales. Sales of oil and gas properties during the three months ended March 31, 1998 resulted in the II-G Partnership recognizing similar gains totaling $245,627. Oil and gas production expenses (including lease operating expenses and production taxes) increased $92,733 (38.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from (i) ad valorem taxes being paid during the three months ended March 31, 1999, (ii) an increase in lease operating expenses associated with the increase in volumes of oil and gas sold, and (iii) workover expenses incurred on one significant well during the three months ended March 31, 1999 -42- in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 39.5% for the three months ended March 31, 1999 from 26.7% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold and the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $41,451 (20.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 28.3% for the three months ended March 31, 1999 from 21.9% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $2,736 (2.1%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 15.4% for the three months ended March 31, 1999 from 14.0% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $35,429,371 or 95.19% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $198,192 $217,703 Oil and gas production expenses $ 80,041 $ 58,340 Barrels produced 5,155 4,789 Mcf produced 94,271 72,675 Average price/Bbl $ 10.34 $ 14.06 Average price/Mcf $ 1.54 $ 2.07 As shown in the table above, total oil and gas sales decreased $19,511 (9.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $19,000 and $50,000, respectively, were related to decreases in the average prices of oil and gas sold, which decreases were partially offset by increases of approximately $5,000 and $45,000, -43- respectively, related to increases in the volumes of oil and gas sold. Volumes of oil and gas sold increased 366 barrels and 21,596 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The increase in volumes of gas sold resulted primarily from (i) a positive prior period volume adjustment made by the operator on one significant well during the three months ended March 31, 1999 and (ii) an increase in production due to the successful recompletion of another well in late 1998. Average oil and gas prices decreased to $10.34 per barrel and $1.54 per Mcf, respectively, for the three months ended March 31, 1999 from $14.06 per barrel and $2.07 per Mcf, respectively, for the three months ended March 31, 1998. The II-H Partnership sold certain oil and gas properties during the three months ended March 31, 1999 and recognized a $434 gain on such sales. Sales of oil and gas properties during the three months ended March 31, 1998 resulted in the II-H Partnership recognizing similar gains totaling $57,318. Oil and gas production expenses (including lease operating expenses and production taxes) increased $21,701 (37.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from (i) ad valorem taxes being paid during the three months ended March 31, 1999, (ii) an increase in lease operating expenses associated with the increase in volumes of oil and gas sold, and (iii) workover expenses incurred on one well during the three months ended March 31, 1999 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 40.4% for the three months ended March 31, 1999 from 26.8% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold and the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $8,608 (18.5%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 27.8% for the three months ended March 31, 1999 from 21.4% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -44- General and administrative expenses increased $752 (2.4%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 16.3% for the three months ended March 31, 1999 from 14.5% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $8,250,364 or 89.96% of Limited Partners' capital contributions. YEAR 2000 COMPUTER ISSUES - ------------------------- IN GENERAL The Year 2000 Issue ("Y2K") refers to the inability of computer and other information technology systems to properly process date and time information, stemming from the earlier programming practice of using two digits rather than four to represent the year in a date. For example, computer programs and imbedded chips that are date sensitive may recognize a date using (00) as the year 1900 rather than the year 2000. The consequence of Y2K is that computer and imbedded processing systems may be at risk of malfunctioning, particularly during the transition from 1999 to 2000. The effects of Y2K are exacerbated by the interdependence of computer and telecommunication systems throughout the world. This interdependence also exists among the Partnerships, Samson, and their vendors, customers, and business partners, as well as with regulators. The potential risks associated with Y2K for an oil and gas production company fall into three general areas: (i) financial, leasehold and administrative computer systems, (ii) imbedded systems in field process control units, and (iii) third party exposures. As discussed below, General Partner does not believe that these risks will be material to the Partnerships' operations. The Partnerships' business is producing oil and gas. The day-to-day production of the Partnerships' oil and gas is not dependent on computers or equipment with imbedded chips. As further discussed below, management anticipates that the Partnerships' daily business activities will not be materially affected by Y2K. -45- The Partnerships rely on Samson to provide all of their operational and administrative services on either a direct or indirect basis. Samson is addressing each of the three Y2K areas discussed above through a readiness process that seeks to: 1. increase the awareness of the issue among key employees; 2. identify areas of potential risk; 3. assess the relative impact of these risks and Samson's ability to manage them; and 4. remediate these risks on a priority basis wherever possible. Samson Investment Company's Chief Financial Officer is responsible for communicating to its Board of Directors Y2K actions and for the ultimate implementation of its Y2K plan. He has delegated to Samson Investment Company's Senior Vice President-Technology and Administrative Services principal responsibility for ensuring Y2K compliance within Samson. Samson has been planning for the impact of Y2K on its information technology systems since 1993. As of May 1, 1999, Samson is in the final stages of implementation of a Y2K plan, as summarized below: FINANCIAL AND ADMINISTRATIVE SYSTEMS 1. Awareness. Samson has alerted its officers, managers and supervisors of Y2K issues and asked them to have their employees participate in the identification of potential Y2K risks which might otherwise go unnoticed by higher level employees and officers. As a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant financial and administrative systems exposure is the Y2K status of the accounting and land administration system used to collect and manage data for internal management decision making and for external revenue and accounts payable purposes. Other concerns include network hardware and software, desktop computing hardware and software, telecommunications, and office space readiness. 3. Risk Assessment. The failure to identify and correct a material Y2K problem could result in inaccurate or untimely financial information for management decision-making or cash flow and payment purposes, including maintaining oil and gas leases. -46- 4. Remediation. Since 1993, Samson has been upgrading its accounting and land administration software. Substantially all of the Y2K upgrades have been completed, with the remainder scheduled to be completed during the 2nd quarter of 1999. In addition, in 1997 and 1998 Samson replaced or applied software patches to substantially all of its network and desktop software applications and believes them to be generally Y2K compliant. Additional patches or software upgrades will be applied no later than June 30, 1999 to complete this process. The costs of all such risk assessments and remediation are not expected to be material to the Partnerships. 5. Contingency Planning. Notwithstanding the foregoing, should there be significant unanticipated disruptions in Samson's financial and administrative systems, all of the accounting processes that are currently automated will need to be performed manually. Samson will consider in the second half of 1999 its options with respect to contingency arrangements for temporary staffing to accommodate such situations. IMBEDDED SYSTEMS 1. Awareness. Samson's Y2K program has involved all levels of field personnel from production foremen and higher. Employees at all levels of the organization have been asked to participate in the identification of potential Y2K risks, which might otherwise go unnoticed by higher level employees and officers of Samson, and as a result, awareness of the issue is considered high. 2. Risk Identification. Samson has inventoried all possible exposures to imbedded chips and systems. Such exposures can be classified as either (i) oil and gas production and processing equipment or (ii) office machines such as faxes, copiers, phones, etc. With respect to oil and gas production and processing equipment, neither Samson nor the Partnerships operate offshore wells, significant processing plants, or wells with older electronic monitoring systems. As a result, Samson's inventory identified less than 10 applications using imbedded chips. All of these are in the process of being tested by the respective vendors and are expected to be Y2K compliant or replaced no later than June 30, 1999. Oil and gas production related to such equipment is very minor with respect to the entire Samson group, and, in fact, the Partnerships' production may not use such equipment at all. -47- Office machines are currently being tested by Samson and vendors. It is expected that such machines will be made compliant or replaced no later than June 30, 1999. 3. Risk Assessment and Remediation. The failure to identify and correct a material Y2K problem in an imbedded system could result in outcomes ranging from errors in data reporting to curtailments or shutdowns in production. As noted above, Samson has identified less than 10 imbedded system applications that may have a Y2K problem. None of these applications are believed to be material to Samson or the Partnerships. Once identified, assessed and prioritized, Samson intends to test and upgrade imbedded components and systems in field process control units deemed to pose the greatest risk of significant non-compliance and capable of testing. Samson believes that sufficient manual processes are available to minimize any such field level risk and that there will be no material impact on the Partnerships with respect to these applications. 4. Contingency Planning. Should material production disruptions occur as a result of Y2K failures in field operations, Samson will utilize its existing field personnel in an attempt to avoid any material impact on operating cash flow. Samson is not able to quantify any potential exposure in the event of systems failure or inadequate manual alternatives. THIRD PARTY EXPOSURES 1. Awareness. Samson has advised management to consider Y2K implications with its outside vendors, customers, and business partners. Management has been asked to participate in the identification of potential third party Y2K risks and, as a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant third party Y2K exposure is its dependence on third parties for the receipt of revenues from oil and gas sales. However, virtually all of these purchasers are very large and sophisticated companies. Other Y2K concerns include the availability of electric power to Samson's field operations, the integrity of telecommunication systems, and the readiness of commercial banks to execute electronic fund transfers. 3. Risk Assessment. Because of the high awareness of the Y2K problem in the U.S., Samson has not undertaken and does not plan to undertake a formal company wide plan to make inquiries of third parties on the subject of Y2K readiness. If it did so, Samson has no ability to require responses to such inquiries or to independently verify their accuracy. Samson has, however, received oral assurances from its -48- significant oil and gas purchasers of Y2K compliance. If significant disruptions from major purchasers were to occur, however, there could be a material and adverse impact on the Partnerships' results of operations, liquidity, and financial conditions. It is important to note that third party oil and gas purchasers have significant incentives to avoid disruptions arising from a Y2K failure. For example, most of these parties are under contractual obligations to purchase oil and gas or disperse revenues to Samson. The failure to do so will result in contractual and statutory penalties. Therefore, Samson believes that it is unlikely that there will be material third party non-compliance with purchase and remittance obligations as a result of Y2K issues. 4. Remediation. Where Samson perceives significant risk of Y2K non-compliance that may have a material impact on it, and where the relationship between Samson and a vendor, customer, or business partner permits, joint testing may be undertaken during 1999 to further identify these risks. 5. Contingency Planning. In the unlikely event that material production disruptions occur as a result of Y2K failures of third parties, the Partnerships' operating cash flow could be impacted. This contingency will be factored into deliberations on the level of quarterly cash distributions paid out during any such period of cash flow disruption. -49- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -50- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule containing summary financial information extracted from the II-A Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the II-B Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the II-C Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the II-D Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the II-E Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the II-F Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the II-G Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. -51- 27.8 Financial Data Schedule containing summary financial information extracted from the II-H Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. 1. Current Report on Form 8-K filed during the first quarter of 1999: Date of Event: January 29, 1999 Date filed with SEC: January 29, 1999 Items Included: Item 5 - Other Events Item 7 - Exhibits -52- 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: May 11, 1999 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: May 11, 1999 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -53- INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-A's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-B's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-C's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-D's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-E's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-F's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-G's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.8 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-H's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. All other exhibits are omitted as inapplicable. -54-