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, 2002 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 Oklahoma II-G 73-1336572 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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 416,072 $ 414,467 Accounts receivable: Oil and gas sales 446,384 396,257 General Partner (Note 2) - 130,610 ---------- ---------- Total current assets $ 862,456 $ 941,334 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,122,758 2,204,572 DEFERRED CHARGE 695,623 695,623 ---------- ---------- $3,680,837 $3,841,529 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 258,996 $ 153,728 Accounts payable - other (Note 1) 24,750 - Accrued liability - other (Note 1) 26,672 73,800 Gas imbalance payable 96,299 96,299 ---------- ---------- Total current liabilities $ 406,717 $ 323,827 ACCRUED LIABILITY $ 243,327 $ 243,327 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 283,936) ($ 285,152) Limited Partners, issued and outstanding, 484,283 units 3,314,729 3,559,527 ---------- ---------- Total Partners' capital $3,030,793 $3,274,375 ---------- ---------- $3,680,837 $3,841,529 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $787,656 $1,686,111 Interest income 1,496 12,024 Gain on sale of oil and gas properties - 3,234 -------- ---------- $789,152 $1,701,369 COSTS AND EXPENSES: Lease operating $421,724 $ 244,235 Production tax 41,910 110,391 Depreciation, depletion, and amortization of oil and gas properties 81,133 80,099 General and administrative (Note 2) 155,102 151,082 -------- ---------- $699,869 $ 585,807 -------- ---------- NET INCOME $ 89,283 $1,115,562 ======== ========== GENERAL PARTNER - NET INCOME $ 16,081 $ 117,272 ======== ========== LIMITED PARTNERS - NET INCOME $ 73,202 $ 998,290 ======== ========== NET INCOME per unit $ .15 $ 2.06 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 89,283 $1,115,562 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 81,133 80,099 Gain on sale of oil and gas properties - ( 3,234) (Increase) decrease in accounts receivable - oil and gas sales ( 50,127) 95,743 Increase (decrease) in accounts payable 105,268 ( 84,436) Increase in accounts payable - other 24,750 - Decrease in accrued liability - other ( 47,128) - Decrease in gas imbalance payable - ( 11,273) Decrease in accrued liability - ( 10,552) -------- ---------- Net cash provided by operating activities $203,179 $1,181,909 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,663) ($ 99,069) Proceeds from sale of oil and gas properties 133,954 3,234 -------- ---------- Net cash provided (used) by investing activities $131,291 ($ 95,835) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($332,865) ($1,093,030) -------- ---------- Net cash used by financing activities ($332,865) ($1,093,030) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 1,605 ($ 6,956) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 414,467 1,070,734 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $416,072 $1,063,778 ======== ========== 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, 2002 2001 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 235,840 $ 262,153 Accounts receivable: Oil and gas sales 334,891 323,116 ---------- ---------- Total current assets $ 570,731 $ 585,269 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,753,991 1,821,517 DEFERRED CHARGE 214,754 214,754 ---------- ---------- $2,539,476 $2,621,540 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 213,362 $ 126,662 Gas imbalance payable 48,060 48,060 ---------- ---------- Total current liabilities $ 261,422 $ 174,722 ACCRUED LIABILITY $ 47,436 $ 47,436 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 293,624) ($ 302,054) Limited Partners, issued and outstanding, 361,719 units 2,524,242 2,701,436 ---------- ---------- Total Partners' capital $2,230,618 $2,399,382 ---------- ---------- $2,539,476 $2,621,540 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $580,345 $1,329,368 Interest income 736 7,146 -------- ---------- $581,081 $1,336,514 COSTS AND EXPENSES: Lease operating $316,680 $ 150,280 Production tax 31,610 76,998 Depreciation, depletion, and amortization of oil and gas properties 62,361 47,653 General and administrative (Note 2) 118,936 116,719 -------- ---------- $529,587 $ 391,650 -------- ---------- NET INCOME $ 51,494 $ 944,864 ======== ========== GENERAL PARTNER - NET INCOME $ 10,688 $ 98,061 ======== ========== LIMITED PARTNERS - NET INCOME $ 40,806 $ 846,803 ======== ========== NET INCOME per unit $ .11 $ 2.34 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 51,494 $944,864 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 62,361 47,653 (Increase) decrease in accounts receivable - oil and gas sales ( 11,775) 27,428 Increase (decrease) in accounts payable 86,700 ( 75,660) -------- -------- Net cash provided by operating activities $188,780 $944,285 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 38) ($220,303) Proceeds from sale of properties 5,203 - -------- -------- Net cash provided (used) by investing activities $ 5,165 ($220,303) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($220,258) ($789,532) -------- -------- Net cash used by financing activities ($220,258) ($789,532) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 26,313) ($ 65,550) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 262,153 714,162 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $235,840 $648,612 ======== ======== 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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 117,819 $ 115,201 Accounts receivable: Oil and gas sales 147,260 137,952 ---------- ---------- Total current assets $ 265,079 $ 253,153 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 827,677 856,666 DEFERRED CHARGE 128,827 128,827 ---------- ---------- $1,221,583 $1,238,646 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 86,474 $ 50,950 Gas imbalance payable 29,876 29,876 ---------- ---------- Total current liabilities $ 116,350 $ 80,826 ACCRUED LIABILITY $ 29,477 $ 29,477 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 124,867) ($ 130,178) Limited Partners, issued and outstanding, 154,621 units 1,200,623 1,258,521 ---------- ---------- Total Partners' capital $1,075,756 $1,128,343 ---------- ---------- $1,221,583 $1,238,646 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $267,773 $597,276 Interest income 304 4,275 -------- -------- $268,077 $601,551 COSTS AND EXPENSES: Lease operating $127,454 $ 74,742 Production tax 16,522 41,477 Depreciation, depletion, and amortization of oil and gas properties 29,853 24,362 General and administrative (Note 2) 57,850 58,776 -------- -------- $231,679 $199,357 -------- -------- NET INCOME $ 36,398 $402,194 ======== ======== GENERAL PARTNER - NET INCOME $ 6,296 $ 41,984 ======== ======== LIMITED PARTNERS - NET INCOME $ 30,102 $360,210 ======== ======== NET INCOME per unit $ .19 $ 2.33 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 36,398 $402,194 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 29,853 24,362 (Increase) decrease in accounts receivable - oil and gas sales ( 9,308) 28,270 Increase in accounts payable 35,524 2,990 Decrease in accrued liability - ( 10,837) -------- -------- Net cash provided by operating activities $ 92,467 $446,979 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 864) ($ 33,128) -------- -------- Net cash used by investing activities ($ 864) ($ 33,128) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 88,985) ($442,153) -------- -------- Net cash used by financing activities ($ 88,985) ($442,153) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 2,618 ($ 28,302) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 115,201 412,356 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $117,819 $384,054 ======== ======== 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, 2002 2001 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 203,924 $ 170,516 Accounts receivable: Oil and gas sales 315,549 315,910 ---------- ---------- Total current assets $ 519,473 $ 486,426 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,521,774 1,561,694 DEFERRED CHARGE 370,412 370,412 ---------- ---------- $2,411,659 $2,418,532 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 155,322 $ 84,721 Payable to General Partner (Note 2) - 65,905 Gas imbalance payable 55,098 55,098 ---------- ---------- Total current liabilities $ 210,420 $ 205,724 ACCRUED LIABILITY $ 112,500 $ 112,500 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 240,638) ($ 238,692) Limited Partners, issued and outstanding, 314,878 units 2,329,377 2,339,000 ---------- ---------- Total Partners' capital $2,088,739 $2,100,308 ---------- ---------- $2,411,659 $2,418,532 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $537,576 $1,325,576 Interest income 624 14,127 -------- ---------- $538,200 $1,339,703 COSTS AND EXPENSES: Lease operating $259,323 $ 161,952 Production tax 30,878 94,077 Depreciation, depletion, and amortization of oil and gas properties 59,870 48,906 General and administrative (Note 2) 105,126 103,821 -------- ---------- $455,197 $ 408,756 -------- ---------- NET INCOME $ 83,003 $ 930,947 ======== ========== GENERAL PARTNER - NET INCOME $ 13,626 $ 96,084 ======== ========== LIMITED PARTNERS - NET INCOME $ 69,377 $ 834,863 ======== ========== NET INCOME per unit $ .22 $ 2.65 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 83,003 $ 930,947 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 59,870 48,906 (Increase) decrease in accounts receivable - oil and gas sales 361 ( 2,541) Increase in accounts payable 70,601 2,070 Decrease in payable to General Partner ( 65,905) - Decrease in accrued liability - ( 13,406) -------- ---------- Net cash provided by operating activities $147,930 $ 965,976 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 21,004) ($ 28,921) Proceeds from sale of oil and gas properties 1,054 - -------- ---------- Net cash used by investing activities ($ 19,950) ($ 28,921) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 94,572) ($1,461,041) -------- ---------- Net cash used by financing activities ($ 94,572) ($1,461,041) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 33,408 ($ 523,986) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 170,516 1,432,990 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $203,924 $ 909,004 ======== ========== 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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 122,006 $ 242,032 Accounts receivable: Oil and gas sales 236,652 244,365 ---------- ---------- Total current assets $ 358,658 $ 486,397 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,416,284 1,391,297 DEFERRED CHARGE 206,554 206,554 ---------- ---------- $1,981,496 $2,084,248 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 134,082 $ 56,002 Payable to General Partner (Note 2) - 115,045 Gas imbalance payable 28,035 28,035 ---------- ---------- Total current liabilities $ 162,117 $ 199,082 ACCRUED LIABILITY $ 26,344 $ 26,344 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 160,059) ($ 162,380) Limited Partners, issued and outstanding, 228,821 units 1,953,094 2,021,202 ---------- ---------- Total Partners' capital $1,793,035 $1,858,822 ---------- ---------- $1,981,496 $2,084,248 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $398,495 $933,005 Interest income 748 6,038 Loss on sale of oil and gas properties - ( 75) -------- -------- $399,243 $938,968 COSTS AND EXPENSES: Lease operating $126,807 $104,042 Production tax 30,359 71,548 Depreciation, depletion, and amortization of oil and gas properties 60,767 45,759 General and administrative (Note 2) 80,992 79,540 -------- -------- $298,925 $300,889 -------- -------- NET INCOME $100,318 $638,079 ======== ======== GENERAL PARTNER - NET INCOME $ 15,426 $ 67,322 ======== ======== LIMITED PARTNERS - NET INCOME $ 84,892 $570,757 ======== ======== NET INCOME per unit $ .37 $ 2.49 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $100,318 $638,079 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 60,767 45,759 Loss on sale of oil and gas properties - 75 Decrease in accounts receivable - oil and gas sales 7,713 48,850 Increase in accounts payable 78,080 595 Decrease in payable to General Partner ( 115,045) - -------- -------- Net cash provided by operating activities $131,833 $733,358 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 85,754) ($ 6,922) -------- -------- Net cash used by investing activities ($ 85,754) ($ 6,922) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($166,105) ($562,690) -------- -------- Net cash used by financing activities ($166,105) ($562,690) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($120,026) $163,746 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 242,032 511,025 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $122,006 $674,771 ======== ======== 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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 185,076 $ 278,738 Accounts receivable: Oil and gas sales 244,295 229,071 ---------- ---------- Total current assets $ 429,371 $ 507,809 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,392,072 1,424,064 DEFERRED CHARGE 38,188 38,188 ---------- ---------- $1,859,631 $1,970,061 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 61,294 $ 49,662 Gas imbalance payable 7,953 7,953 ---------- ---------- Total current liabilities $ 69,247 $ 57,615 ACCRUED LIABILITY $ 13,875 $ 13,875 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 109,537) ($ 118,848) Limited Partners, issued and outstanding, 171,400 units 1,886,046 2,017,419 ---------- ---------- Total Partners' capital $1,776,509 $1,898,571 ---------- ---------- $1,859,631 $1,970,061 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $416,558 $820,886 Interest income 735 5,075 Loss on sale of oil and gas properties - ( 184) -------- -------- $417,293 $825,777 COSTS AND EXPENSES: Lease operating $114,106 $ 82,775 Production tax 27,443 54,561 Depreciation, depletion, and amortization of oil and gas properties 53,503 52,067 General and administrative (Note 2) 64,054 63,489 -------- -------- $259,106 $252,892 -------- -------- NET INCOME $158,187 $572,885 ======== ======== GENERAL PARTNER - NET INCOME $ 20,560 $ 61,467 ======== ======== LIMITED PARTNERS - NET INCOME $137,627 $511,418 ======== ======== NET INCOME per unit $ .80 $ 2.98 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $158,187 $572,885 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 53,503 52,067 Loss on sale of oil and gas properties - 184 (Increase) decrease in accounts receivable - oil and gas sales ( 15,224) 36,342 Increase in accounts payable 11,632 2,729 -------- -------- Net cash provided by operating activities $208,098 $664,207 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 21,511) ($ 46,526) -------- -------- Net cash used by investing activities ($ 21,511) ($ 46,526) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($280,249) ($499,497) -------- -------- Net cash used by financing activities ($280,249) ($499,497) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 93,662) $118,184 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 278,738 441,154 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $185,076 $559,338 ======== ======== 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, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 402,218 $ 625,720 Accounts receivable: Oil and gas sales 516,343 484,681 ---------- ---------- Total current assets $ 918,561 $1,110,401 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,995,387 3,065,609 DEFERRED CHARGE 83,736 83,736 ---------- ---------- $3,997,684 $4,259,746 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 131,218 $ 105,862 Gas imbalance payable 17,264 17,264 ---------- ---------- Total current liabilities $ 148,482 $ 123,126 ACCRUED LIABILITY $ 31,820 $ 31,820 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 126,722) ($ 146,206) Limited Partners, issued and outstanding, 372,189 units 3,944,104 4,251,006 ---------- ---------- Total Partners' capital $3,817,382 $4,104,800 ---------- ---------- $3,997,684 $4,259,746 ========== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ------------ REVENUES: Oil and gas sales $881,703 $1,744,050 Interest income 1,771 10,878 Loss on sale of oil and gas properties - ( 385) -------- ---------- $883,474 $1,754,543 COSTS AND EXPENSES: Lease operating $243,119 $ 176,803 Production tax 58,229 116,177 Depreciation, depletion, and amortization of oil and gas properties 115,185 111,048 General and administrative (Note 2) 123,288 119,746 -------- ---------- $539,821 $ 523,774 -------- ---------- NET INCOME $343,653 $1,230,769 ======== ========== GENERAL PARTNER - NET INCOME $ 44,555 $ 131,983 ======== ========== LIMITED PARTNERS - NET INCOME $299,098 $1,098,786 ======== ========== NET INCOME per unit $ .80 $ 2.95 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $343,653 $1,230,769 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 115,185 111,048 Loss on sale of oil and gas properties - 385 (Increase) decrease in accounts receivable - oil and gas sales ( 31,662) 77,902 Increase in accounts payable 25,356 5,798 -------- ---------- Net cash provided by operating activities $452,532 $1,425,902 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 44,963) ($ 102,644) -------- ---------- Net cash used by investing activities ($ 44,963) ($ 102,644) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($631,071) ($1,059,581) -------- ---------- Net cash used by financing activities ($631,071) ($1,059,581) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($223,502) $ 263,677 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 625,720 934,304 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $402,218 $1,197,981 ======== ========== 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, 2002 2001 ---------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 85,090 $ 136,988 Accounts receivable: Oil and gas sales 121,953 114,762 -------- ---------- Total current assets $207,043 $ 251,750 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 704,788 721,143 DEFERRED CHARGE 19,936 19,936 -------- ---------- $931,767 $ 992,829 ======== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 31,885 $ 25,473 Gas imbalance payable 4,266 4,266 -------- ---------- Total current liabilities $ 36,151 $ 29,739 ACCRUED LIABILITY $ 6,430 $ 6,430 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 60,582) ($ 65,089) Limited Partners, issued and outstanding, 91,711 units 949,768 1,021,749 -------- ---------- Total Partners' capital $889,186 $ 956,660 -------- ---------- $931,767 $ 992,829 ======== ========== 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, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $208,444 $415,361 Interest income 329 2,540 Loss on sale of oil and gas properties - ( 89) -------- -------- $208,773 $417,812 COSTS AND EXPENSES: Lease operating $ 58,346 $ 42,525 Production tax 13,822 27,834 Depreciation, depletion, and amortization of oil and gas properties 26,746 26,030 General and administrative (Note 2) 40,533 41,153 -------- -------- $139,447 $137,542 -------- -------- NET INCOME $ 69,326 $280,270 ======== ======== GENERAL PARTNER - NET INCOME $ 9,307 $ 30,116 ======== ======== LIMITED PARTNERS - NET INCOME $ 60,019 $250,154 ======== ======== NET INCOME per unit $ .65 $ 2.73 ======== ======== 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, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 69,326 $280,270 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 26,746 26,030 Loss on sale of oil and gas properties - 89 (Increase) decrease in accounts receivable - oil and gas sales ( 7,191) 18,888 Increase in accounts payable 6,412 1,389 -------- -------- Net cash provided by operating activities $ 95,293 $326,666 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,391) ($ 26,042) -------- -------- Net cash used by investing activities ($ 10,391) ($ 26,042) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($136,800) ($258,177) -------- -------- Net cash used by financing activities ($136,800) ($258,177) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 51,898) $ 42,447 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 136,988 229,651 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 85,090 $272,098 ======== ======== 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, 2002 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of March 31, 2002, combined statements of operations for the three months ended March 31, 2002 and 2001, and combined statements of cash flows for the three months ended March 31, 2002 and 2001 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, 2002, the combined results of operations for the three months ended March 31, 2002 and 2001, and the combined cash flows for the three months ended March 31, 2002 and 2001. 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, 2001. The results of operations for the period ended March 31, 2002 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. ACCOUNTS PAYABLE - OTHER AND ACCRUED LIABILITY - OTHER ---------------------------------------------------- The Accrued Liability - Other at March 31, 2002 and December 31, 2001 for the II-A Partnership represents a charge accrued for the payment of a judgment related to plugging liabilities, which judgment is currently under appeal. The decrease in the Accrued Liability - Other from December 31, 2001 to March 31, 2002 was due to a partial settlement of this judgment. The settlement amount is recorded as an Accounts Payable - Other at March 31, 2002, and will be paid in the second quarter of 2002. -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, 2002, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- II-A $27,659 $127,443 II-B 23,746 95,190 II-C 17,161 40,689 II-D 22,263 82,863 II-E 20,776 60,216 II-F 18,949 45,105 II-G 25,344 97,944 II-H 16,398 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. ACCOUNTS RECEIVABLE - GENERAL PARTNER The Accounts Receivable - General Partner at December 31, 2001 for the II-A Partnership represents accrued proceeds from a related party for the sale of certain oil and gas properties during December 2001. Such amount was received in January 2002. PAYABLE TO GENERAL PARTNER The payable to General Partner at December 31, 2001 for the II-D and II-E Partnerships represents litigation costs and settlement of a liability. Such amounts were repaid during the first quarter of 2002. -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, 2002 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures for new wells or well recompletion or workovers, however, may reduce or eliminate cash available for a particular quarterly distribution. During the three months ended March 31, 2002, capital expenditures for the II-D Partnership totaled $21,004. These expenditures were primarily due to the drilling of the Crusch A 1-3 well located in Roosevelt County, Montana, in which the II-D Partnership owns a working interest of approximately 11.5%. During the three months ended March 31, 2002, capital expenditures for the II-E Partnership totaled $85,754. These expenditures were primarily due to the drilling of the Ernest Frey #1 and Mordello Vincent #7 wells located in Acadia County, Louisiana, in each of which the II-E Partnership owns a working interest of approximately 5.8%. During the three months ended March 31, -30- 2002, capital expenditures for the II-F, II-G, and II-H Partnerships totaled $21,511, $44,963, and $10,391, respectively. These expenditures were primarily due to a recompletion on the CH Weir B well located in Lea County, New Mexico. The II-F, II-G, and II-H Partnerships own working interests of approximately 4.0%, 8.3%, and 1.9%, respectively, in this well. The II-A Partnership's Statement of Cash Flows for the three months ended March 31, 2002 includes proceeds from the sale of certain oil and gas properties during December 2001. These proceeds were included in the Partnership's cash distributions paid in February 2002. NEW ACCOUNTING PRONOUNCEMENTS Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position. In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Partnerships' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Partnerships' financial condition or results of operations. In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001 (January 1, 2002 for the Partnerships). This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS No. 144, as they relate to the Partnerships, are essentially the same as FAS No. 121 and thus are not expected to have a significant effect on the Partnerships fiscal condition or results of operations. -31- 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 variables affecting the Partnerships' revenues are the prices received for the sale of oil and gas and the volumes of oil and gas produced. The Partnerships' production is mainly natural gas, so such pricing and volumes are the most significant factors. Historically, oil and gas prices have been volatile and are likely to continue to be volatile. As a result, 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. It is likewise difficult to predict production volumes. However, oil and gas are depleting assets, so it can be expected that production levels will decline over time. Gas prices in early 2001 were significantly higher than the Partnerships' historical average. This was attributable to the higher prices for crude oil, a substitute fuel in some markets, and reduced production due to lower capital investments in 1998 and 1999. However, prices for both oil and gas soon declined and were relatively lower in late 2001 and early 2002 as a result of the declining economy and relatively mild winter weather. Recently, prices of oil and gas have improved, to some extent due to unrest in the Middle East. It is not possible to accurately predict future trends. -32- II-A PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- ---------- Oil and gas sales $787,656 $1,686,111 Oil and gas production expenses $463,634 $ 354,626 Barrels produced 15,611 18,727 Mcf produced 214,431 180,685 Average price/Bbl $ 18.53 $ 26.76 Average price/Mcf $ 2.32 $ 6.56 As shown in the table above, total oil and gas sales decreased $898,455 (53.3%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $129,000 and $908,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $221,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 3,116 barrels, while volumes of gas sold increased 33,746 Mcf for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The decrease in volumes of oil sold was primarily due to normal declines in production. The increase in volumes of gas sold was primarily due to (i) a negative gas balancing adjustment on one significant well during the three months ended March 31, 2001 and (ii) a positive gas balancing adjustment on another significant well during the three months ended March 31, 2002. Average oil and gas prices decreased to $18.53 per barrel and $2.32 per Mcf, respectively, for the three months ended March 31, 2002 from $26.76 per barrel and $6.56 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $109,008 (30.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to workover expenses incurred on several wells during the three months ended March 31, 2002. This increase was partially offset by (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a partial reversal during the three months ended March 31, 2002 of approximately $22,000 (due to a partial post-judgment settlement) of a charge previously accrued for a judgment. As a percentage of oil and gas sales, these expenses increased to 58.9% for the three months ended March 31, 2002 from 21.0% for the three months ended March 31, -33- 2001. 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 increased $1,034 (1.3%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, this expense increased to 10.3% for the three months ended March 31, 2002 from 4.8% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $4,020 (2.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, these expenses increased to 19.7% for the three months ended March 31, 2002 from 9.0% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $54,667,357 or 112.88% of the Limited Partners' capital contributions. II-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- ---------- Oil and gas sales $580,345 $1,329,368 Oil and gas production expenses $348,290 $ 227,278 Barrels produced 11,440 14,091 Mcf produced 156,760 144,187 Average price/Bbl $ 19.21 $ 26.22 Average price/Mcf $ 2.30 $ 6.66 As shown in the table above, total oil and gas sales decreased $749,023 (56.3%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $80,000 and $683,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $84,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 2,651 barrels, while volumes of gas sold increased 12,573 Mcf for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The decrease in volumes of oil sold was primarily due to normal declines in production. Average oil and gas prices decreased to $19.21 per barrel and $2.30 per Mcf, -34- respectively, for the three months ended March 31, 2002 from $26.22 per barrel and $6.66 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $121,012 (53.2%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to workover expenses incurred on several wells during the three months ended March 31, 2002. This increase was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 60.0% for the three months ended March 31, 2002 from 17.1% for the three months ended March 31, 2001. 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 increased $14,708 (30.9%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to downward revisions in the estimates of remaining oil and gas reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 10.7% for the three months ended March 31, 2002 from 3.6% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $2,217 (1.9%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, these expenses increased to 20.5% for the three months ended March 31, 2002 from 8.8% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $39,542,916 or 109.32% of the Limited Partners' capital contributions. -35- II-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Oil and gas sales $267,773 $597,276 Oil and gas production expenses $143,976 $116,219 Barrels produced 3,682 4,069 Mcf produced 85,162 74,354 Average price/Bbl $ 20.60 $ 25.96 Average price/Mcf $ 2.25 $ 6.61 As shown in the table above, total oil and gas sales decreased $329,503 (55.2%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $371,000 was related to a decrease in the average price of gas sold. This decrease was partially offset by an increase of approximately $71,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 387 barrels, while volumes of gas sold increased 10,808 Mcf for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The decrease in volumes of oil sold was primarily due to normal declines in production. The increase in volumes of gas sold was primarily due to a negative gas balancing adjustment on one significant well during the three months ended March 31, 2001. This increase was partially offset by normal declines in production. Average oil and gas prices decreased to $20.60 per barrel and $2.25 per Mcf, respectively, for the three months ended March 31, 2002 from $25.96 per barrel and $6.61 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $27,757 (23.9%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) workover expenses incurred on two significant wells during the three months ended March 31, 2002 and (ii) positive prior period lease operating expense adjustments on several wells during the three months ended March 31, 2002. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 53.8% for the three months ended March 31, 2002 from 19.5% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -36- Depreciation, depletion, and amortization of oil and gas properties increased $5,491 (22.5%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) the increase in volumes of gas sold and (ii) downward revisions in the estimates of remaining oil reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 11.1% for the three months ended March 31, 2002 from 4.1% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses decreased $926 (1.6%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, these expenses increased to 21.6% for the three months ended March 31, 2002 from 9.8% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $18,261,686 or 118.11% of the Limited Partners' capital contributions. II-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- ---------- Oil and gas sales $537,576 $1,325,576 Oil and gas production expenses $290,201 $ 256,029 Barrels produced 6,382 5,062 Mcf produced 190,509 182,264 Average price/Bbl $ 19.42 $ 26.13 Average price/Mcf $ 2.17 $ 6.55 As shown in the table above, total oil and gas sales decreased $788,000 (59.4%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $834,000 was related to a decrease in the average price of gas sold. Volumes of oil and gas sold increased 1,320 barrels and 8,245 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well due to the successful workover of that well during mid 2001 and (ii) a positive prior period volume adjustment made by the operator on another significant well during the three months ended March 31, 2002. Average oil and gas prices decreased to -37- $19.42 per barrel and $2.17 per Mcf, respectively, for the three months ended March 31, 2002 from $26.13 per barrel and $6.55 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $34,172 (13.3%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) workover expenses incurred on two significant wells during the three months ended March 31, 2002, (ii) positive prior period lease operating expense adjustments made by the operators on two other significant wells during the three months ended March 31, 2002, and (iii) negative prior period lease operating expense adjustments made by the operator on several wells during the three months ended March 31, 2001. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 54.0% for the three months ended March 31, 2002 from 19.3% for the three months ended March 31, 2001. 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 increased $10,964 (22.4%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) the increases in volumes of oil and gas sold and (ii) downward revisions in the estimates of remaining oil and gas reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 11.1% for the three months ended March 31, 2002 from 3.7% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,305 (1.3%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, these expenses increased to 19.6% for the three months ended March 31, 2002 from 7.8% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $37,380,903 or 118.72% of the Limited Partners' capital contributions. -38- II-E PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Oil and gas sales $398,495 $933,005 Oil and gas production expenses $157,166 $175,590 Barrels produced 6,639 5,661 Mcf produced 121,493 115,246 Average price/Bbl $ 19.76 $ 28.12 Average price/Mcf $ 2.20 $ 6.71 As shown in the table above, total oil and gas sales decreased $534,510 (57.3%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $56,000 and $548,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold increased 978 barrels and 6,247 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well due to the successful workover of that well during mid 2001 and (ii) a positive prior period volume adjustment on another significant well during the three months ended March 31, 2002. Average oil and gas prices decreased to $19.76 per barrel and $2.20 per Mcf, respectively, for the three months ended March 31, 2002 from $28.12 per barrel and $6.71 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $18,424 (10.5%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a negative prior period lease operating expense adjustment on one significant well during the three months ended March 31, 2001. These decreases were partially offset by an increase in lease operating expenses associated with the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 39.4% for the three months ended March 31, 2002 from 18.8% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -39- Depreciation, depletion, and amortization of oil and gas properties increased $15,008 (32.8%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) the increases in volumes of oil and gas sold and (ii) downward revisions in the estimates of remaining oil reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 15.2% for the three months ended March 31, 2002 from 4.9% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,452 (1.8%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, these expenses increased to 20.3% for the three months ended March 31, 2002 from 8.5% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $26,947,574 or 117.77% of Limited Partners' capital contributions. II-F PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Oil and gas sales $416,558 $820,886 Oil and gas production expenses $141,549 $137,336 Barrels produced 8,127 6,690 Mcf produced 117,567 110,052 Average price/Bbl $ 19.14 $ 28.05 Average price/Mcf $ 2.22 $ 5.75 As shown in the table above, total oil and gas sales decreased $404,328 (49.3%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $72,000 and $415,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by increases of approximately $40,000 and $43,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 1,437 barrels and 7,515 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment on one significant well during the three months ended March 31, -40- 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during mid 2001. These increases were partially offset by a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended March 31, 2001. Average oil and gas prices decreased to $19.14 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 2002 from $28.05 per barrel and $5.75 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $4,213 (3.1%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) an increase in lease operating expenses associated with the increases in volumes of oil and gas sold and (ii) workover expenses incurred on several wells during the three months ended March 31, 2002. These increases were substantially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 34.0% for the three months ended March 31, 2002 from 16.7% for the three months ended March 31, 2001. 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 increased $1,436 (2.8%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to the increases in volumes of oil and gas sold. This increase was substantially offset by upward revisions in the estimates of remaining gas reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 12.8% for the three months ended March 31, 2002 from 6.3% for the three months ended March 31, 2001. 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, 2002 and 2001. As a percentage of oil and gas sales, these expenses increased to 15.4% for the three months ended March 31, 2002 from 7.7% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $21,211,051 or 123.75% of Limited Partners' capital contributions. -41- II-G PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- ---------- Oil and gas sales $881,703 $1,744,050 Oil and gas production expenses $301,348 $ 292,980 Barrels produced 17,034 14,016 Mcf produced 250,402 234,700 Average price/Bbl $ 19.13 $ 28.05 Average price/Mcf $ 2.22 $ 5.76 As shown in the table above, total oil and gas sales decreased $862,347 (49.4%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $152,000 and $885,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by increases of approximately $85,000 and $90,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 3,018 barrels and 15,702 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment on one significant well during the three months ended March 31, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during mid 2001. These increases were partially offset by a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended March 31, 2001. Average oil and gas prices decreased to $19.13 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 2002 from $28.05 per barrel and $5.76 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $8,368 (2.9%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) an increase in lease operating expenses associated with the increases in volumes of oil and gas sold and (ii) workover expenses incurred on several wells during the three months ended March 31, 2002. These increases were substantially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 34.2% for the three months ended March 31, 2002 from 16.8% for the three months ended March 31, 2001. This percentage -42- 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 increased $4,137 (3.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to the increases in volumes of oil and gas sold. This increase was substantially offset by upward revisions in the estimates of remaining gas reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 13.1% for the three months ended March 31, 2002 from 6.4% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $3,542 (3.0%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, these expenses increased to 14.0% for the three months ended March 31, 2002 from 6.9% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $44,183,371 or 118.71% of Limited Partners' capital contributions. II-H PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Oil and gas sales $208,444 $415,361 Oil and gas production expenses $ 72,168 $ 70,359 Barrels produced 3,954 3,258 Mcf produced 59,853 56,266 Average price/Bbl $ 19.12 $ 28.05 Average price/Mcf $ 2.22 $ 5.76 As shown in the table above, total oil and gas sales decreased $206,917 (49.8%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $35,000 and $212,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $21,000 related to an increase in volumes of gas sold. Volumes of oil and gas sold increased 696 barrels and 3,587 Mcf, respectively, for the three months ended March 31, 2002 as compared to the -43- three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment on one significant well during the three months ended March 31, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during mid 2001. These increases were partially offset by a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended March 31, 2001. Average oil and gas prices decreased to $19.12 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 2002 from $28.05 per barrel and $5.76 per Mcf, respectively, for the three months ended March 31, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $1,809 (2.6%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to (i) an increase in lease operating expenses associated with the increases in volumes of oil and gas sold and (ii) workover expenses incurred on several wells during the three months ended March 31, 2002. These increases were substantially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 34.6% for the three months ended March 31, 2002 from 16.9% for the three months ended March 31, 2001. 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 increased $716 (2.8%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to the increases in volumes of oil and gas sold. This increase was substantially offset by upward revisions in the estimates of remaining gas reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 12.8% for the three months ended March 31, 2002 from 6.3% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses decreased $620 (1.5%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of oil and gas sales, these expenses increased to 19.4% for the three months ended March 31, 2002 from 9.9% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2002 totaling $10,291,364 or 112.22% of Limited Partners' capital contributions. -44- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -45- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS A lawsuit styled Xplor Energy Operating Co. v. The Newton Corp, et al., Case No. 99-04-01960-CV was filed on May 12, 1999 in the 284th Judicial District Court of Montgomery County, Texas against Samson. The Plaintiff had acquired at auction the interests of the II-A Partnership and other owners in the State 87-S1 well. The lawsuit alleged that Samson and others were the record owners of the lease when it expired and therefore were responsible for the costs of plugging and abandoning the well. Plaintiff sought to recover the Defendants' proportionate share of the costs to plug and abandon the well along with attorneys' fees and interest. The Defendants denied liability and trial was held on August 6, 2001. At the conclusion of the trial the Court awarded the Plaintiff $447,245.55. On January 15, 2002 the Defendants filed an appeal of the matter with the Court of Appeals, Fifth District of Texas, Dallas, Texas, Case No. 05-02-00070-CV. Samson, on behalf of the II-A Partnership and others, intends to vigorously pursue this appeal. In connection with this appeal, the Defendants filed an appellate bond in the amount of $491,970.10, which consists of $86,444.12 for damages, $360,801.43 for costs and attorneys' fees, and $44,724.55 for estimated post-judgment interest. The II-A Partnership had a working interest in the plugged well and its' portion of the judgment and estimated post-judgment interest is approximately $74,000. On April 23, 2002 the II-A Partnership entered into a settlement agreement with Xplor Energy Operating Company thereby settling for $24,750 the portion of the judgment which is in favor of Xplor. The appeal is still ongoing with respect to the portion of the judgment which is in favor of The Newton Corporation. The II-A Partnership's portion of the remaining judgment and estimated post-judgment interest are approximately $27,000. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. -46- (b) Reports on Form 8-K. 1. Current Report on Form 8-K filed during the first quarter of 2002. Date of Event: January 28, 2002 Date Filed with the SEC: January 28, 2002 Items Included: Item 5 - Other Events Item 7 - Exhibits 2. Current Report on Form 8-K filed during the first quarter of 2002. Date of Event: February 7, 2002 Date Filed with the SEC: February 8, 2002 Items Included: Item 5 - Other Events Item 7 - Exhibits -47- 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 13, 2002 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: May 13, 2002 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -48-