ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner, Geodyne Depositary Company, a Delaware corporation, as the sole initial limited partner, and public investors as substitute limited partners (the "Limited Partners"). The Partnerships commenced operations on the dates set forth below.
Date of Partnership Activation ----------- -----------------
II-A July 22, 1987 II-B October 14, 1987 II-C January 14, 1988 II-D May 10, 1988 II-E September 27, 1988 II-F January 5, 1989 II-G April 10, 1989 II-H May 17, 1989
Immediately following activation, each Partnership invested as a general partner in a separate Oklahoma general partnership which actually conducts the Partnerships' operations. Geodyne serves as managing partner of such general partnerships. Unless the context indicates otherwise, all references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K (the "Annual Report") are references to the Partnership and its related general partnership, collectively. In addition, unless the context indicates otherwise, all references to the "General Partner" in this Annual Report are references to Geodyne as the general partner of the limited partnerships and as the managing partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited partnerships including the Partnerships. The General Partner
is a wholly-owned subsidiary of Samson Investment Company. Samson Investment Company and its various corporate subsidiaries, including the General Partner (collectively "Samson"), are primarily engaged in the production and development of and exploration for oil and gas reserves and the acquisition and operation of producing properties. At December 31, 2002, Samson owned interests in approximately 12,000 oil and gas wells located in 18 states of the United States and the countries of Canada, Venezuela, and Russia. At December 31, 2002, Samson operated approximately 3,000 oil and gas wells located in 14 states of the United States, as well as Canada, Venezuela, and Russia.
The Partnerships are currently engaged in the business of owning interests in producing oil and gas properties located in the continental United States. The Partnerships may also engage to a limited extent in development drilling on producing oil and gas properties as required for the prudent management of the Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or employees. They rely instead on the personnel of the General Partner and Samson. As of February 15, 2003, Samson employed approximately 1,100 persons. No employees are covered by collective bargaining agreements, and management believes that Samson provides a sound employee relations environment. For information regarding the executive officers of the General Partner, see "Item 10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and their telephone number is (918) 583-1791, or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships (the "Partnership Agreements") the Partnerships would have terminated on December 31, 2001. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for their first two-year extension thereby extending their termination date to December 31, 2003. As of the date of this Annual Report, the General Partner has not determined whether to further extend the term of any Partnership.
Funding
Although the Partnership Agreements permit the Partnerships to incur borrowings, the Partnerships' operations and expenses are currently funded out of each Partnership's revenues from oil and gas sales. The General Partner may, but is not required to, advance funds to a Partnership for the same purposes for which Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related incidental development of, oil and gas. The Partnerships do not refine or otherwise process crude oil and condensate. The Partnerships do not hold any patents, trademarks, licenses, or concessions and are not a party to any government contracts. The Partnerships have no backlog of orders and do not participate in research and development activities. The Partnerships are not presently encountering shortages of oilfield tubular goods, compressors, production material, or other equipment.
Competition and Marketing
The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. The level of net revenues is also highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree upon and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions; * The availability of pipelines for transportation; and * Domestic and foreign government regulations and taxes.
Recently, while economic factors have been relatively unfavorable for oil and natural gas demand, oil prices have benefited from the political uncertainty associated with the increase in terrorist activities in parts of the world. In the last few years, natural gas prices have varied significantly, from very high prices in late 2000 and early 2001, to low prices in late 2001 and early 2002, to rising prices in the later part of 2002 and early 2003. The high natural gas prices were associated with cold winter weather and decreased supply from reduced capital investment for new drilling, while the low prices were associated with warm winter weather and reduced economic activity. The more recent increase in prices is the result of increased demand from weather patterns, the pricing effect of
relatively high oil prices, and increased concern about the ability of the industry to meet any longer-term demand increases based upon current drilling activity.
It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will remain. Operating costs, including General and Administrative Expenses, may not decline over time or may experience only a gradual decline, thus adversely affecting net revenues as either production or oil and natural gas prices decline. In any particular period, net revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.
Significant Customers
The following customers accounted for ten percent or more of the Partnerships' oil and gas sales during the year ended December 31, 2002:
Partnership Purchaser Percentage - ----------- ---------------------------------- ----------
II-A El Paso Energy Marketing Company ("El Paso") 27.7% BP America Production Company 14.2% Duke Energy Field Services Inc. 10.9%
II-B El Paso 33.1%
II-C El Paso 30.7%
II-D El Paso 21.6% Whiting Petroleum Corporation 12.2%
II-E El Paso 29.4%
II-F El Paso 17.6%
II-G El Paso 17.5%
II-H El Paso 17.4%
In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes
that alternatives would be available whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties of the Partnerships. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made by the Partnerships at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' operations and projections of future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with such laws and regulations, together with any penalties resulting from noncompliance, may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to timely complete existing or future activities. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the exploration for and production of oil and gas including blowouts, pollution, fires, and other casualties. The Partnerships maintain insurance coverage as is customary for entities of a similar size engaged in operations similar to that of the Partnerships, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. In particular, many types of pollution and contamination can exist, undiscovered, for long periods of time and can result in substantial environmental liabilities which are not insured. The occurrence of an event which is not fully covered by insurance could have a material adverse effect on the Partnerships' financial condition and results of operations.
ITEM 2.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the Partnerships as of December 31, 2002.
Well Statistics(1) As of December 31, 2002
Number of Gross Wells(2) Number of Net Wells(3) ------------------------ ---------------------- P/ship Total Oil Gas Total Oil Gas ------ ---- --- --- ----- ----- ----- II-A 980 752 228 39.73 28.29 11.44 II-B 198 117 81 21.65 14.68 6.97 II-C 249 103 146 9.15 2.53 6.62 II-D 190 73 117 18.36 2.33 16.03 II-E 824 653 171 9.65 3.65 6.00 II-F 828 669 159 9.17 4.28 4.89 II-G 828 669 159 22.45 11.09 11.36 II-H 828 669 159 5.18 2.80 2.38
- --------------- (1) The designation of a well as an oil well or gas well is made by the General Partner based on the relative amount of oil and gas reserves for the well. Regardless of a well's oil or gas designation, it may produce oil, gas, or both oil and gas. (2) As used in this Annual Report, "gross well" refers to a well in which a working interest is owned; accordingly, the number of gross wells is the total number of wells in which a working interest is owned. (3) As used in this Annual Report, "net well" refers to the sum of the fractional working interests owned in gross wells. For example, a 15% working interest in a well represents one gross well, but 0.15 net well.
Drilling Activities
During the year ended December 31, 2002, the Partnerships directly or indirectly participated in the drilling activities described below.
II-A Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Goad #2-21 Grady OK - 0.0016 Gas Producing Hunnicutt #20-2 Custer OK - 0.0013 Gas Producing Clifton, Arthur GU #4 Limestone TX - 0.0007 Gas Producing Jo-Mill Unit Borden TX 0.0025 0.0022 Oil Producing (10 new wells)
II-B Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Goad #2-21 Grady OK - 0.0065 Gas Producing
II-C Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Goad #2-21 Grady OK - 0.0010 Gas Producing Farni #4-21 Roger OK - 0.0031 Gas Producing Mills Shugart State Eddy NM - 0.0005 Gas Producing Com 2 Pavillion Fee Fremont WY - 0.0003 Gas Producing #32-09W, Com 2 Pavillion Fee Fremont WY - 0.0003 Gas Producing #42-09W
II-D Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Davidson #3 Grady OK - 0.0107 Gas Producing Farni #4-21 Roger OK - 0.0036 Gas Producing Mills Shugart State Eddy NM - 0.0048 Gas Producing Com 2 Pavillion Fee Fremont WY - 0.0032 Gas Producing #32-09W, Com 2 Pavillion Fee Fremont WY - 0.0032 Gas Producing #42-09W
II-E Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Hixson #2-9 Ellis OK 0.0065 0.0053 Gas Producing Davidson #3 Grady OK - 0.0066 Gas Producing Brown L-3 Beaver OK 0.0014 0.0014 Gas Producing Brown L-4 Beaver OK 0.0014 0.0014 Oil Producing Frey, Ernest #1 Acadia LA 0.0578 0.0418 Oil Well in Progress Eagle Draw 15 #1 Crockett TX - 0.0021 Gas Producing Estes, Kay #7 Edwards TX - 0.0025 Gas Producing Miers, WA #16 Sutton TX - 0.0001 Gas Producing Hill, Wess #11 Sutton TX 0.0266 0.0199 Gas Producing Duke #1-B San Juan NM (1) (1) Gas Producing Senter #1-C San Juan NM - 0.0003 Gas Producing Southern Union #1-C San Juan NM - 0.0010 Gas Producing Southern Union #1-B San Juan NM - 0.0010 Gas Producing
II-F Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Hixson #2-9 Ellis OK 0.0160 0.0130 Gas Producing Brown L-3 Beaver OK 0.0033 0.0033 Gas Producing Brown L-4 Beaver OK 0.0033 0.0033 Oil Producing Eagle Draw 15 #1 Crockett TX - 0.0051 Gas Producing Estes, Kay #7 Edwards TX - 0.0062 Gas Producing Miers, WA #16 Sutton TX - 0.0003 Gas Producing Hill, Wess #11 Sutton TX 0.0649 0.0487 Gas Producing Duke #1-B San Juan NM (1) (1) Gas Producing Senter #1-C San Juan NM - 0.0001 Gas Producing Southern Union #1-C San Juan NM - 0.0004 Gas Producing Southern Union #1-B San Juan NM - 0.0004 Gas Producing
II-G Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Hixson #2-9 Ellis OK 0.0334 0.0271 Gas Producing Brown L-3 Beaver OK 0.0069 0.0069 Gas Producing Brown L-4 Beaver OK 0.0069 0.0069 Oil Producing Eagle Draw 15 #1 Crockett TX - 0.0106 Gas Producing Estes, Kay #7 Edwards TX - 0.0129 Gas Producing Miers, WA #16 Sutton TX - 0.0007 Gas Producing Hill, Wess #11 Sutton TX 0.1358 0.1018 Gas Producing Duke #1-B San Juan NM (1) (1) Gas Producing Senter #1-C San Juan NM - 0.0004 Gas Producing Southern Union #1-C San Juan NM - 0.0013 Gas Producing Southern Union #1-B San Juan NM - 0.0013 Gas Producing
II-H Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- --------- Hixson #2-9 Ellis OK 0.0077 0.0063 Gas Producing Brown L-3 Beaver OK 0.0016 0.0016 Gas Producing Brown L-4 Beaver OK 0.0016 0.0016 Oil Producing Eagle Draw 15 #1 Crockett TX - 0.0025 Gas Producing Estes, Kay #7 Edwards TX - 0.0030 Gas Producing Miers, WA #16 Sutton TX - 0.0002 Gas Producing Hill, Wess #11 Sutton TX 0.0314 0.0236 Gas Producing Duke #1-B San Juan NM (1) (1) Gas Producing Senter #1-C San Juan NM - 0.0001 Gas Producing Southern Union #1-C San Juan NM - 0.0005 Gas Producing Southern Union #1-B San Juan NM - 0.0005 Gas Producing
- -----------------------------
(1) The II-E, II-F, II-G, and II-H Partnerships elected to not participate in the drilling of the Duke #1-B Well located in San Juan County, New Mexico. If the well reaches payout under the terms of its operating agreement, the II-E, II-F, II-G, and II-H Partnerships will have the following interests in the well:
Working Revenue Partnership Interest Interest ----------- --------- ---------
II-E .0063 .0047 II-F .0025 .0018 II-G .0082 .0061 II-H .0032 .0024
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning the oil (including condensates) and gas production, net of all royalties, overriding royalties, and other third party interests, of the Partnerships, revenues attributable to such production, and certain price and cost information. As used in the tables, direct operating expenses include lease operating expenses and production taxes. In addition, gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices. The respective prices of oil and gas are affected by market and other factors in addition to relative energy content.
Net Production Data
II-A Partnership ----------------
Year Ended December 31, ---------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Production: Oil (Bbls) 64,016 67,519 77,024 Gas (Mcf) 821,485 774,153 1,003,723
Oil and gas sales: Oil $1,499,533 $1,619,453 $2,117,259 Gas 2,282,330 3,192,939 3,601,631 --------- --------- --------- Total $3,781,863 $4,812,392 $5,718,890 ========= ========= ========= Total direct operating expenses $1,516,608 $1,826,037 $1,418,970 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 40.1% 37.9% 24.8%
Average sales price: Per barrel of oil $23.42 $23.99 $27.49 Per Mcf of gas 2.78 4.12 3.59
Direct operating expenses per equivalent Bbl of oil $ 7.55 $ 9.29 $ 5.81
Net Production Data
II-B Partnership ----------------
Year Ended December 31, ---------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Production: Oil (Bbls) 40,616 49,375 52,155 Gas (Mcf) 598,159 570,423 707,543
Oil and gas sales: Oil $ 983,366 $1,202,962 $1,431,328 Gas 1,629,566 2,474,769 2,506,352 --------- --------- --------- Total $2,612,932 $3,677,731 $3,937,680 ========= ========= ========= Total direct operating expenses $1,021,964 $1,053,461 $ 995,481 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 39.1% 28.6% 25.3%
Average sales price: Per barrel of oil $24.21 $24.36 $27.44 Per Mcf of gas 2.72 4.34 3.54
Direct operating expenses per equivalent Bbl of oil $ 7.28 $ 7.29 $ 5.85
Net Production Data
II-C Partnership ----------------
Year Ended December 31, ---------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Production: Oil (Bbls) 14,351 14,034 16,424 Gas (Mcf) 343,662 302,093 398,166
Oil and gas sales: Oil $ 352,930 $ 340,796 $ 456,845 Gas 931,491 1,299,602 1,399,195 --------- --------- --------- Total $1,284,421 $1,640,398 $1,856,040 ========= ========= ========= Total direct operating expenses $ 432,068 $ 435,859 $ 404,470 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 33.6% 26.6% 21.8%
Average sales price: Per barrel of oil $24.59 $24.28 $27.82 Per Mcf of gas 2.71 4.30 3.51
Direct operating expenses per equivalent Bbl of oil $ 6.03 $ 6.77 $ 4.89
Net Production Data
II-D Partnership ----------------
Year Ended December 31, ---------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Production: Oil (Bbls) 31,350 18,970 32,648 Gas (Mcf) 795,913 712,930 836,567
Oil and gas sales: Oil $ 728,533 $ 432,140 $ 909,025 Gas 2,128,408 3,149,329 2,848,626 --------- --------- --------- Total $2,856,941 $3,581,469 $3,757,651 ========= ========= ========= Total direct operating expenses $ 886,247 $1,197,090 $ 937,311 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 31.0% 33.4% 24.9%
Average sales price: Per barrel of oil $23.24 $22.78 $27.84 Per Mcf of gas 2.67 4.42 3.41
Direct operating expenses per equivalent Bbl of oil $ 5.40 $ 8.69 $ 5.45
Net Production Data
II-E Partnership ----------------
Year Ended December 31, ---------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Production: Oil (Bbls) 23,426 24,064 23,708 Gas (Mcf) 488,328 490,127 611,642
Oil and gas sales: Oil $ 566,653 $ 585,290 $ 693,214 Gas 1,387,404 1,975,920 2,067,671 --------- --------- --------- Total $1,954,057 $2,561,210 $2,760,885 ========= ========= ========= Total direct operating expenses $ 528,268 $ 818,691 $ 579,065 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 27.0% 32.0% 21.0%
Average sales price: Per barrel of oil $24.19 $24.32 $29.24 Per Mcf of gas 2.84 4.03 3.38
Direct operating expenses per equivalent Bbl of oil $ 5.04 $ 7.74 $ 4.61
Net Production Data
II-F Partnership ----------------
Year Ended December 31, ---------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Production: Oil (Bbls) 27,894 30,965 25,175 Gas (Mcf) 451,358 465,214 480,967
Oil and gas sales: Oil $ 663,274 $ 743,066 $ 708,378 Gas 1,236,733 1,744,820 1,604,881 --------- --------- --------- Total $1,900,007 $2,487,886 $2,313,259 ========= ========= ========= Total direct operating expenses $ 421,986 $ 503,882 $ 412,615 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 22.2% 20.3% 17.8%
Average sales price: Per barrel of oil $23.78 $24.00 $28.14 Per Mcf of gas 2.74 3.75 3.34
Direct operating expenses per equivalent Bbl of oil $ 4.09 $ 4.64 $ 3.92
Net Production Data
II-G Partnership ----------------
Year Ended December 31, ---------------------------------------- 2002 2001 2000 ---------- ---------- ---------- Production: Oil (Bbls) 58,467 64,898 52,807 Gas (Mcf) 959,663 992,099 1,031,148
Oil and gas sales: Oil $1,389,987 $1,557,522 $1,485,755 Gas 2,633,819 3,727,487 3,429,820 --------- --------- --------- Total $4,023,806 $5,285,009 $4,915,575 ========= ========= ========= Total direct operating expenses $ 900,203 $1,075,602 $ 885,336 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 22.4% 20.4% 18.0%
Average sales price: Per barrel of oil $23.77 $24.00 $28.14 Per Mcf of gas 2.74 3.76 3.33
Direct operating expenses per equivalent Bbl of oil $ 4.12 $ 4.67 $ 3.94
Net Production Data
II-H Partnership ----------------
Year Ended December 31, --------------------------------------- 2002 2001 2000 --------- ---------- ---------- Production: Oil (Bbls) 13,577 15,054 12,297 Gas (Mcf) 229,923 237,600 245,490
Oil and gas sales: Oil $322,666 $ 361,412 $ 345,882 Gas 631,670 896,015 816,404 ------- --------- --------- Total $954,336 $1,257,427 $1,162,286 ======= ========= ========= Total direct operating expenses $217,304 $ 260,618 $ 213,954 ======= ========= =========
Direct operating expenses as a percentage of oil and gas sales 22.8% 20.7% 18.4%
Average sales price: Per barrel of oil $23.77 $24.01 $28.13 Per Mcf of gas 2.75 3.77 3.33
Direct operating expenses per equivalent Bbl of oil $ 4.19 $ 4.77 $ 4.02
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and gas reserves and net present value therefrom as of December 31, 2002. The schedule of quantities of proved oil and gas reserves was prepared by the General Partner in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). Certain reserve information was reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions.
Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs,
discounted at 10% per annum. Net present value attributable to the Partnerships' proved reserves was calculated on the basis of current costs and prices at December 31, 2002. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. Oil and gas prices at December 31, 2002 were higher than the prices in effect on December 31, 2001. This increase in oil and gas prices has caused the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves, at December 31, 2002 to be higher than such estimates and values at December 31, 2001. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to December 31, 2002. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2002 will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures.
Proved Reserves and Net Present Values From Proved Reserves As of December 31, 2002 (1)
II-A Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 5,817,550 Oil and liquids (Bbls) 517,852 Net Present Value (discounted at 10% per annum) $16,955,710
II-B Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,443,545 Oil and liquids (Bbls) 359,624 Net Present Value (discounted at 10% per annum) $12,055,200
II-C Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,120,468 Oil and liquids (Bbls) 128,944 Net Present Value (discounted at 10% per annum) $ 7,937,807
II-D Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 7,948,973 Oil and liquids (Bbls) 186,724 Net Present Value (discounted at 10% per annum) $19,070,679
II-E Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,192,406 Oil and liquids (Bbls) 173,164 Net Present Value (discounted at 10% per annum) $10,193,402
II-F Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 2,962,281 Oil and liquids (Bbls) 230,274 Net Present Value (discounted at 10% per annum) $ 9,141,891
II-G Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 6,369,980 Oil and liquids (Bbls) 483,873 Net Present Value (discounted at 10% per annum) $19,484,033
II-H Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 1,553,934 Oil and liquids (Bbls) 113,085 Net Present Value (discounted at 10% per annum) $ 4,670,795
- ----------
(1) Includes certain gas balancing adjustments which cause the gas volumes and net present values to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to those included herein have been included in reports to any federal agency other than the SEC. Additional information relating to the Partnerships' proved reserves is contained in Note 4 to the Partnerships' financial statements, included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth the number and percent of each Partnership's total wells which are operated by affiliates of the Partnerships as of December 31, 2002:
Operated Wells ----------------------------------------- Partnership Number Percent ----------- ------ ------- II-A 66 6% II-B 39 19% II-C 53 18% II-D 33 14% II-E 39 2% II-F 51 2% II-G 51 2% II-H 51 2%
The following tables set forth certain well and reserve information as of December 31, 2002 for the basins in which the Partnerships own a significant amount of properties. The tables contain the following information for each significant basin: (i) the number of gross wells and net wells, (ii) the number of wells in which only a non-working interest is owned, (iii) the Partnership's total number of wells, (iv) the number and percentage of wells operated by the Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated proved gas reserves, and (vii) the present value (discounted at 10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle, while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma. Southeast Utah and southwest Colorado contain the Paradox Basin. The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento Basin is located in central California.
Following is a description of those oil and gas properties whose revisions in the estimated proved reserves (based on equivalent barrels of oil) as of December 31, 2002, as compared to December 31, 2001, were significant to the Partnerships.
The II-B Partnership's estimated proved reserves increased 100,848 barrels of oil equivalent in the UPRR 3-6 Well located in Summit County, Utah from December 31, 2001 to December 31, 2002. This increase was primarily due to a revised forecast in reserves based on actual production experience.
The II-C Partnership's estimated proved reserves increased 43,221 barrels of oil equivalent in the UPRR 3-6 Well located in Summit County, Utah from December 31, 2001 to December 31, 2002. This increase was primarily due to a revised forecast in reserves based on actual production experience.
The II-D Partnership's estimated proved reserves decreased 198,250 barrels of oil equivalent in the Andy's Mesa #14 Well located in San Miguel County, Colorado from December 31, 2001 to December 31, 2002. This decrease was due to the sale of this well during 2002.
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their oil and gas properties. Record title to all of the Partnerships' properties is held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary royalty, overriding royalty, carried, working, and other similar interests and contractual arrangements customary in the oil and gas industry, to liens for current taxes not yet due, and to other encumbrances. Management believes that such burdens do not materially detract from the value of such properties or from the Partnerships' interest therein or materially interfere with their use in the operation of the Partnerships' business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
A lawsuit styled Xplor Energy Operating Co. v. The Newton Corp, et al., Case No. 99-04-01960-CV, 284th Judicial District Court of Montgomery County, Texas was filed on May 12, 1999. The Newton Corp. ("Newton") acquired an interest at auction in the State 87-S1 (the "Well") owned by the II-A Partnership and two related partnerships (collectively the "Prior Owners"). Eight months after Newton's acquisition of the Prior Owners' interest, the operator of the Well, Xplor Energy Operating Co. ("Xplor"), plugged and abandoned the Well. Xplor filed this lawsuit on May 12, 1999 alleging that the Prior Owners were the record owners of the lease when it expired and that the Prior Owners were responsible for the costs of plugging and abandoning the Well. Xplor sought to recover the Prior Owners' proportionate share of the costs to plug and abandon the well along with attorneys' fees and interest. The Prior Owners denied liability and cross-claimed against Newton for
indemnity for any amounts that may be awarded to Xplor. Newton in turn alleged that the Prior Owners were liable for the plugging costs. Trial was held on August 6, 2001. At the conclusion of the trial the Court awarded Xplor $86,000 plus $200,000 in attorney fees and awarded Newton $300 plus $161,000 in attorney fees to be divided among the Prior Owners. On January 15, 2002 the Prior Owners filed an appeal of the matter with the Court of Appeals, Fifth District of Texas, Dallas, Texas, Case No. 05-02-00070-CV. The II-A Partnership has approximately 15 percent of the liability with respect to the trial court judgment rendered in the matter.
On April 23, 2002 the Prior Owners entered into a settlement agreement with Xplor thereby settling for $165,000 the judgment in favor of Xplor. On January 23, 2003 the Court of Appeals ruled against Newton on all issues except the one claim resulting in the $300 liability to the Prior Owners. The Court of Appeals remanded the case to the trial court to determine and award to Newton any portion of the alleged attorneys' fees awarded to them that is attributable solely to the $300 award against the Prior Owners. The trial court has not yet made this determination.
A lawsuit styled Robert W. Scott, Individually and as Managing Member of R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The lawsuit seeks class action certification and alleges that Samson deducted from its payments to royalty and overriding royalty owners certain charges which were improper under the Wyoming royalty payment statutes. A number of these royalty and overriding royalty payments burdened the interests of the II-C and II-D Partnerships.
In February 2003, in an effort to minimize potential exposure created by the Wyoming statutes and accompanying legal fees, Samson refunded to the royalty and overriding royalty interest owners who were potential class members all of the amounts which were claimed to be improperly deducted plus statutory interest thereon. The applicable portions of these refunds, $2,548.31 and $26,768.96, respectively, are being recouped from the II-C and II-D Partnerships in the first quarter of 2003. The lawsuit also alleges that Samson's check stubs did not fully comply with the Wyoming Royalty Payment Act. Samson intends to vigorously defend this claim.
Except as described above, to the knowledge of the General Partner, neither the General Partner nor the Partnerships or their properties are subject to any litigation, the results of which would have a material effect on the Partnerships' or the General Partner's financial condition or operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any Partnership during 2002.
PART II.
ITEM 5.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 1, 2003, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows:
Number of Numbers of Partnership Units Limited Partners ----------- --------- ----------------
II-A 484,283 3,453 II-B 361,719 2,181 II-C 154,621 1,147 II-D 314,878 2,385 II-E 228,821 1,802 II-F 171,400 1,431 II-G 372,189 2,159 II-H 91,711 1,027
Units were initially sold for a price of $100. The Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer which is based on the estimated future net revenues from the Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purposes of this Annual Report, a Unit represents an initial subscription of $100 to the Partnership.
Repurchase Offer Prices -----------------------
2001 2002 2003 -------------------- -------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $13 $11 $18 $16 $16 $15 $14 $13 $12 II-B 12 11 17 16 15 15 14 13 12 II-C 17 15 23 22 21 21 21 19 18 II-D 18 15 25 23 23 23 30 25 25 II-E 13 10 17 15 15 15 18 16 15 II-F 17 14 24 22 20 19 22 21 19 II-G 16 13 23 21 19 19 22 20 19 II-H 16 13 23 21 19 19 21 20 18
In addition to this repurchase offer, some of the Partnerships have been subject to "4.9% tender offers" from several third parties. The General Partner does not know the terms of these offers or the prices received by the Limited Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production and cash requirements of the Partnership. Distributable cash is determined by the General Partner at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of the quarter. Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In certain instances, the General Partner may not distribute the full amount of cash receipts which might otherwise be available for distribution in an effort to equalize or stabilize the amounts of quarterly distributions. Any available amounts not distributed are invested and the interest or income thereon is for the accounts of the Limited Partners.
The following is a summary of cash distributions paid to the Limited Partners during 2001 and 2002 and the first quarter of 2003.
Cash Distributions ------------------
----------------------------------------------- 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ ------
II-A $2.02 $2.02 $2.00 $1.37 II-B 1.93 1.75 1.95 .78 II-C 2.55 2.39 2.43 1.49 II-D 4.20 2.67 2.72 1.32 II-E 2.14 2.86 2.47 1.35 II-F 2.53 3.22 3.39 1.95 II-G 2.47 3.18 3.31 2.10 II-H 2.46 2.92 3.17 1.80
2002 2003 ------------------------------------------------ ------ 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ ------ ------
II-A $ .66 $ .24 $ .93 $ .66 $ .71 II-B .60 .14 .52 .75 .59 II-C .57 .21 .74 1.74 .70 II-D .25 .24 .93 5.04 .66 II-E .67 - .44 1.22 1.02 II-F 1.57 .68 1.27 1.44 1.86 II-G 1.63 .68 1.24 1.40 1.81 II-H 1.44 .53 1.00 1.44 1.71
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships. This data should be read in conjunction with the financial statements of the Partnerships, and the respective notes thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data."
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual 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 Annual 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, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the analysis of results of operations provided below. The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree upon and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions; * The availability of pipelines for transportation; and * Domestic and foreign government regulations and taxes.
Recently, while economic factors have been relatively unfavorable for oil and natural gas demand, oil prices have benefited from the political uncertainty associated with the increase in terrorist activities in parts of the world. In the last few years, natural gas prices have varied significantly, from very high prices in late 2000 and early 2001, to low prices in late 2001 and early 2002, to rising prices in the later part of 2002 and early 2003. The high natural gas prices were associated with cold winter weather and decreased supply from reduced capital investment for new drilling, while the low prices were associated with warm winter weather and reduced economic activity. The more recent increase in prices is the result of increased demand from weather patterns, the pricing effect of relatively high oil prices, and increased concern about the ability of the industry to meet any longer-term demand increases based upon current drilling activity.
It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will remain. Operating costs, including General and Administrative Expenses, may not decline over time or may experience only a gradual decline, thus adversely affecting net revenues as either production or oil and natural gas prices decline. In any particular period, net revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.
In addition to pricing, the level of net revenues is also highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. Despite this general trend of declining production, several factors can cause the volumes of oil and gas sold to increase or decrease at an even greater rate over a given period. These factors include, but are not limited to, (i) geophysical conditions which cause an acceleration of the decline in production, (ii) the shutting in of wells (or the opening of previously shut-in wells) due to low oil and gas prices, mechanical difficulties, loss of a market or
transportation, or performance of workovers, recompletions, or other operations in the well, (iii) prior period volume adjustments (either positive or negative) made by purchasers of the production, (iv) ownership adjustments in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at payout), and (v) completion of enhanced recovery projects which increase production for the well. Many of these factors are very significant as related to a single well or as related to many wells over a short period of time. However, due to the large number of wells owned by the Partnerships, these factors are generally not material as compared to the normal decline in production experienced on all remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas sales, less lease operating expenses and production taxes), is presented in the tables following "Results of Operations" under the heading "Average Sales Prices, Production Volumes, and Average Production Costs." Following is a discussion of each Partnership's results of operations for the year ended December 31, 2002 as compared to the year ended December 31, 2001 and for the year ended December 31, 2001 as compared to the year ended December 31, 2000.
II-A Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $1,030,529 (21.4%) in 2002 as compared to 2001. Of this decrease, approximately $1,106,000 was related to a decrease in the average price of gas sold, which decrease was partially offset by an increase of approximately $195,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 3,503 barrels, while volumes of gas sold increased 47,332 Mcf in 2002 as compared to 2001. The increase in volumes of gas sold was primarily due to (i) a negative prior period gas balancing adjustment on one significant well during 2001 and (ii) an increase in production on another significant well due to the successful workover of that well during late 2001 and early 2002. These increases were partially offset by normal declines in production. Average oil and gas prices decreased to $23.42 per barrel and $2.78 per Mcf, respectively, in 2002 from $23.99 per barrel and $4.12 per Mcf, respectively, in 2001.
As discussed in "Liquidity and Capital Resources" below, the II-A Partnership sold certain oil and gas properties during 2002 and recognized a $193,272 gain on such sales. Sales of oil and
gas properties during 2001 resulted in the II-A Partnership recognizing similar gains of $137,823.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $309,429 (16.9%) in 2002 as compared to 2001. This decrease was primarily due to (i) workover expenses incurred on several wells during 2001, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during 2001, and (iii) a partial reversal during 2002 of approximately $22,000 (due to a partial post-judgment settlement) of a charge previously accrued for a judgment. These decreases were partially offset by workover expenses incurred on several wells during 2002. As a percentage of oil and gas sales, these expenses increased to 40.1% in 2002 from 37.9% in 2001.
Depreciation, depletion, and amortization of oil and gas properties decreased $511,014 (66.2%) in 2002 as compared to 2001. This decrease was primarily due to (i) two significant wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2002. As a percentage of oil and gas sales, this expense decreased to 6.9% in 2002 from 16.1% in 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $6,689 (1.2%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 14.7% in 2002 from 11.4% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $55,555,357 or 114.72% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales decreased $906,498 (15.9%) in 2001 as compared to 2000. Of this decrease, approximately $261,000 and $824,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $236,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $415,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 9,505 barrels and 229,570 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily
due to (i) a negative prior period gas balancing adjustment on one significant well during 2001, (ii) a positive prior period volume adjustment made by the purchaser on another significant well during 2000, and (iii) normal declines in production. Average oil prices decreased to $23.99 per barrel in 2001 from $27.49 per barrel in 2000. Average gas prices increased to $4.12 per Mcf in 2001 from $3.59 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $407,067 (28.7%) in 2001 as compared to 2000. This increase was primarily due to (i) a charge of approximately $74,000 accrued for payment of a judgment related to plugging liabilities, which judgment is currently under appeal, (ii) workover expenses incurred on several wells during 2001, and (iii) positive prior period lease operating expense adjustments made by the operators on several other wells during 2001. These increases were partially offset by a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 37.9% in 2001 from 24.8% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses and the decrease in the average price of oil sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $13,241 (1.7%) in 2001 as compared to 2000. This decrease was primarily due to the decreases in volumes of oil and gas sold. This decrease was partially offset by two significant wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense increased to 16.1% in 2001 from 13.7% in 2000. This percentage increase was primarily due to the decrease in the average price of oil sold.
General and administrative expenses decreased $23,520 (4.1%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 11.4% in 2001 from 10.0% in 2000. This percentage increase was primarily due to the decrease in oil and gas sales.
II-B Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $1,064,799 (29.0%) in 2002 as compared to 2001. Of this decrease, approximately (i) $966,000 was related to a decrease in the average price of gas sold and (ii) $213,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by an increase
of approximately $120,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 8,759 barrels, while volumes of gas sold increased 27,736 Mcf in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the operator on one significant well during 2001. Average oil and gas prices decreased to $24.21 per barrel and $2.72 per Mcf, respectively, in 2002 from $24.36 per barrel and $4.34 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $31,497 (3.0%) in 2002 as compared to 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during 2001, and (iii) workover expenses incurred on several wells during 2001. These decreases were partially offset by workover expenses incurred on several other wells during 2002. As a percentage of oil and gas sales, these expenses increased to 39.1% in 2002 from 28.6% in 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 $17,552 (8.7%) in 2002 as compared to 2001. This increase was primarily due to one significant well being fully depleted in 2002 due to the lack of remaining economically recoverable reserves. This increase was partially offset by upward revisions in the estimates of remaining oil and gas reserves at December 31, 2002. As a percentage of oil and gas sales, this expense increased to 8.4% in 2002 from 5.5% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
General and administrative expenses increased $5,269 (1.3%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 16.1% in 2002 from 11.3% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $40,056,916 or 110.74% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales decreased $259,949 (6.6%) in 2001 as compared to 2000. Of this decrease, approximately $76,000 and $486,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $152,000 was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $454,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 2,780 barrels and 137,120 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to (i) the sale of several wells during mid 2000 and (ii) normal declines in production. These decreases were partially offset by (i) the successful completion of three new wells during early 2001 and (ii) a positive prior period volume adjustment made by the operator on one significant well during 2001. The decrease in volumes of gas sold was primarily due to (i) the shutting-in of two significant wells during 2001 in order to perform repairs and maintenance, (ii) the shutting-in of another significant well during 2001 due to low well pressure, and (iii) normal declines in production. Average oil prices decreased to $24.36 per barrel in 2001 from $27.44 per barrel in 2000. Average gas prices increased to $4.34 per Mcf in 2001 from $3.54 per Mcf in 2000.
As discussed in "Liquidity and Capital Resources" below, the II-B Partnership sold certain oil and gas properties during 2001 and recognized a $1,187 gain on such sales. Sales of oil and gas properties during 2000 resulted in the II-B Partnership recognizing similar gains of $248,993.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $57,980 (5.8%) in 2001 as compared to 2000. This increase was primarily due to (i) positive prior period lease operating expense adjustments made by the operators on several wells during 2001 and (ii) workover expenses incurred on several wells during 2001. These increases were partially offset by (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold and (ii) the sale of several wells during mid 2000. As a percentage of oil and gas sales, these expenses increased to 28.6% in 2001 from 25.3% in 2000. This percentage increase was primarily due to the decrease in the average price of oil sold and the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties decreased $586,555 (74.4%) in 2001 as compared to 2000. This decrease was primarily due to (i) one significant well being fully depleted in 2000 due to the lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 5.5% in 2001 from 20.0% in 2000. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $13,831 (3.2%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 11.3% in 2001 from 10.9% in 2000.
II-C Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $355,977 (21.7%) in 2002 as compared to 2001. Of this decrease, approximately $547,000 was related to a decrease in the average price of gas sold, which decrease was partially offset by an increase of approximately $179,000 related to an increase in volumes of gas sold. Volumes of oil and gas sold increased 317 barrels and 41,569 Mcf, respectively, in 2002 as compared to 2001. The increase in volumes of gas sold was primarily due to (i) negative prior period gas balancing adjustments on two significant wells during 2001, (ii) an increase in production on one significant well due to the successful workover of that well during late 2001 and early 2002, and (iii) a positive prior period volume adjustment made by the purchaser on another significant well during 2002. Average oil prices increased to $24.59 per barrel in 2002 from $24.28 per barrel in 2001. Average gas prices decreased to $2.71 per Mcf in 2002 from $4.30 per Mcf in 2001.
As discussed in "Liquidity and Capital Resources" below, the II-C Partnership sold certain oil and gas properties during 2002 and recognized a $120,063 gain on such sales. Sales of oil and gas properties during 2001 resulted in the II-C Partnership recognizing similar gains of $21,996.
Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant in 2002 as compared to 2001. A decrease in production taxes associated with the decrease in oil and gas sales was substantially offset by workover expenses incurred on two significant wells during 2002. As a percentage of oil and gas sales, these expenses increased to 33.6% in 2002 from 26.6% in 2001. This percentage increase was primarily due to the decrease in the average price of gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $14,715 (14.1%) in 2002 as compared to 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 2002. This decrease was partially offset by the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 7.0% in 2002 from 6.4% in 2001.
General and administrative expenses increased $2,651 (1.4%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 14.9% in 2002 from 11.5% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $18,677,686 or 120.80% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales decreased $215,642 (11.6%) in 2001 as compared to 2000. Of this decrease, approximately $66,000 and $338,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $50,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $238,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 2,390 barrels and 96,073 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to (i) the sale of several wells during mid 2000 and (ii) normal declines in production. The decrease in volumes of gas sold was primarily due to (i) negative gas balancing adjustments on two significant wells during 2001, (ii) a positive prior period volume adjustment made by the purchaser on another significant well during 2000, and (iii) normal declines in production. Average oil prices decreased to $24.28 per barrel in 2001 from $27.82 per barrel in 2000. Average gas prices increased to $4.30 per Mcf in 2001 from $3.51 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $31,389 (7.8%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 26.6% in 2001 from 21.8% in 2000. This percentage increase was primarily due to the decrease in the average price of oil sold and the dollar increase of oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties decreased $246,416 (70.3%) in 2001 as compared to 2000. This decrease was primarily due to (i) one significant well being fully depleted during 2000 due to the lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 6.4% in 2001 from 18.9% in 2000. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $2,951 (1.6%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 11.5% in 2001 from 10.0% in 2000. This percentage increase was primarily due to the decrease in oil and gas sales.
II-D Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $724,528 (20.2%) in 2002 as compared to 2001. Of this decrease, approximately $1,387,000 was related to a decrease in the average price of gas sold. This decrease was partially offset by increases of approximately $282,000 and $367,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 12,380 barrels and 82,983 Mcf, respectively, in 2002 as compared to 2001. The increase in volumes of oil sold was primarily due to the successful completion of a new well during late 2001. The increase in volumes of gas sold was primarily due to (i) negative prior period gas balancing adjustments on two significant wells during 2001, (ii) the successful completion of two new wells during late 2001, and (iii) an increase in production on one significant well due to the successful workover of that well during late 2001. These increases were partially offset by (i) normal declines in production and (ii) the II-D Partnership receiving a reduced percentage of sales on another significant well during 2002 due to gas balancing. As of the date of this Annual Report, management does not expect the gas balancing adjustment to continue for the foreseeable future. Average oil prices increased to $23.24 per barrel in 2002 from $22.78 per barrel in 2001. Average gas prices decreased to $2.67 per Mcf in 2002 from $4.42 per Mcf in 2001.
As discussed in "Liquidity and Capital Resources" below, the II-D Partnership sold certain oil and gas properties during 2002 and recognized a $1,256,405 gain on such sales. Sales of oil and gas properties during 2001 resulted in the II-D Partnership recognizing similar gains of $112,686.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $310,843 (26.0%) in 2002 as compared to 2001. This decrease was primarily due to (i) workover expenses incurred on several wells during 2001, (ii) a one-time litigation expense and settlement payment incurred in connection with a plugged well during 2001, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. 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 decreased to 31.0% in 2002 from 33.4% in 2001.
Depreciation, depletion, and amortization of oil and gas properties decreased $159,295 (46.2%) in 2002 as compared to 2001. This decrease was primarily due to (i) one significant well being
fully depleted in 2001 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2002. These decreases were partially offset by the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 6.5% in 2002 from 9.6% in 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $4,371 (1.2%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 12.9% in 2002 from 10.2% in 2001. This percentage was primarily due to the decreased in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $39,336,903 or 124.93% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales decreased $176,182 (4.7%) in 2001 as compared to 2000. Of this decrease, approximately $381,000 and $421,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $96,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $722,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 13,678 barrels and 123,637 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to (i) the sale of several wells during 2000 and (ii) the shutting-in of one significant well in order to perform repairs during 2001. The decrease in volumes of gas sold was primarily due to (i) negative gas balancing adjustments on two significant wells during 2001, (ii) the shutting-in of two other significant wells in order to perform repairs during 2001, and (iii) normal declines in production. These decreases were partially offset by (i) the successful completion of a new well during late 2000, (ii) negative prior period volume adjustments on two significant wells during 2000, and (iii) the II-D Partnership receiving an increased percentage of sales on another significant well during 2001 due to gas balancing. As of the date of this Annual Report, management expects the gas balancing adjustment to continue for the foreseeable future, thereby continuing to contribute to an increase in volumes of gas produced for the II-D Partnership. Average oil prices decreased to $22.78 per barrel in 2001 from $27.84 per barrel in 2000. Average gas prices increased to $4.42 per Mcf in 2001 from $3.41 per Mcf in 2000.
As discussed in "Liquidity and Capital Resources" below, the II-D Partnership sold certain oil and gas properties during 2001 and recognized a $112,686 gain on such sales. Sales of oil and gas properties during 2000 resulted in the II-D Partnership recognizing similar gains of $514,114.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $259,779 (27.7%) in 2001 as compared to 2000. This increase was primarily due to (i) workover expenses incurred on several wells during 2001, (ii) a one-time litigation expense and settlement payment incurred in connection with a plugged well, and (iii) a negative prior period lease operating expense adjustment made by the operator on one significant well during 2000. These increases were partially offset by (i) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2000, (ii) a negative prior period lease operating expense adjustment made by the operator on another significant well during 2001, and (iii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 33.4% in 2001 from 24.9% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties decreased $70,064 (16.9%) in 2001 as compared to 2000. This decrease was primarily due to (i) one significant well being fully depleted in 2000 due to the lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. These decreases were partially offset by one significant well being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 9.6% in 2001 from 11.0% in 2000. This percentage decrease was primarily due to the increase in the average price of gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $9,667 (2.6%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 10.2% in 2001 from 10.0% in 2000.
II-E Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $607,153 (23.7%) in 2002 as compared to 2001. Of this decrease, approximately $581,000 was
related to a decrease in the average price of gas sold. Volumes of oil and gas sold decreased 638 barrels and 1,799 Mcf, respectively, for 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the purchaser on one significant well during 2001. The decrease in volumes of gas sold was primarily due to the II-E Partnership receiving a reduced percentage of sales on one significant well during 2002 due to gas balancing. This decrease was substantially offset by a positive prior period volume adjustment made by the purchaser on another significant well during 2002. As of the date of this Annual Report, management does not expect the gas balancing adjustment to continue for the foreseeable future. Average oil and gas prices decreased to $24.19 per barrel and $2.84 per Mcf, respectively, in 2002 from $24.32 per barrel and $4.03 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $290,423 (35.5%) in 2002 as compared to 2001. This decrease was primarily due to (i) a one-time litigation expense and settlement payment incurred in connection with a plugged well during 2001, (ii) workover expenses incurred on several wells during 2001, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 27.0% in 2002 from 32.0% in 2001. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties decreased $149,405 (47.9%) in 2002 as compared to 2001. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 2002. As a percentage of oil and gas sales, this expense decreased to 8.3% in 2002 from 12.2% in 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $5,299 (1.9%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 14.2% in 2002 from 10.7% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $27,327,574 or 119.43% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales decreased $199,675 (7.2%) in 2001 as compared to 2000. Of this decrease, approximately $411,000 was related to a decrease in volumes of gas sold and approximately $118,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $319,000 related to an increase in the average price of gas sold. Volumes of oil sold increased 356 barrels, while volumes of gas sold decreased 121,515 Mcf in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during 2001 and (ii) a negative prior period volume adjustment made by the operator on another significant well during 2000. These increases were partially offset by (i) the sale of one significant well during mid 2000 and (ii) normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the II-E Partnership receiving a reduced percentage of sales on two significant wells during 2001 due to gas balancing, and (iii) a positive prior period volume adjustment made by the purchaser on another significant well during 2000. As of the date of this Annual Report, management expects the gas balancing adjustments to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold by the II-E Partnership. Average oil prices decreased to $24.32 per barrel in 2001 from $29.24 per barrel in 2000. Average gas prices increased to $4.03 per Mcf in 2001 from $3.38 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $239,626 (41.4%) in 2001 as compared to 2000. This increase was primarily due to (i) a one-time litigation expense and settlement payment incurred in connection with a plugged well and (ii) workover expenses incurred on several wells during 2001. These increases were partially offset by (i) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2000 and (ii) a negative prior period lease operating expense adjustment made by the operator on another significant well during 2001. As a percentage of oil and gas sales, these expenses increased to 32.0% in 2001 from 21.0% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties decreased $49,746 (13.7%) in 2001 as compared to 2000. This decrease was primarily due to (i) one significant well being fully depleted in 2000 due to the lack of remaining economically recoverable reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by downward revisions in the
estimates of remaining oil reserves at December 31, 2001. As a percentage of oil and gas sales, this expense decreased to 12.2% in 2001 from 13.1% in 2000.
General and administrative expenses remained relatively constant in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 10.7% in 2001 from 9.9% in 2000.
II-F Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $587,879 (23.6%) in 2002 as compared to 2001. Of this decrease, approximately (i) $456,000 was related to a decrease in the average price of gas sold and (ii) $74,000 was related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 3,071 barrels and 13,856 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 2001 and (ii) normal declines in production. Average oil and gas prices decreased to $23.78 per barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.75 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $81,896 (16.3%) in 2002 as compared to 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) workover expenses incurred on several wells during 2001. As a percentage of oil and gas sales, these expenses increased to 22.2% in 2002 from 20.3% in 2001.
Depreciation, depletion, and amortization of oil and gas properties decreased $90,794 (31.1%) in 2002 as compared to 2001. This decrease was primarily due to (i) several wells being fully depleted in 2001 due to lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 10.6% in 2002 from 11.7% in 2001.
General and administrative expenses increased $4,531 (2.2%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 11.2% in 2002 from 8.4% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $21,791,051 or 127.14% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales increased $174,627 (7.5%) in 2001 as compared to 2000. Of this increase, approximately (i) $193,000 was related to an increase in the average price of gas sold and (ii) $163,000 was related to an increase in volumes of oil sold. These increases were partially offset by decreases of approximately (i) $128,000 related to a decrease in the average price of oil sold and (ii) $53,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 5,790 barrels, while volumes of gas sold decreased 15,753 Mcf in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 2001 and (ii) increased production on one significant well due to the successful workover of that well during mid 2001. Average oil prices decreased to $24.00 per barrel in 2001 from $28.14 per barrel in 2000. Average gas prices increased to $3.75 per Mcf in 2001 from $3.34 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $91,267 (22.1%) in 2001 as compared to 2000. This increase was primarily due to (i) workover expenses incurred on several wells during 2001 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 20.3% in 2001 from 17.8% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties increased $78,598 (36.8%) in 2001 as compared to 2000. This increase was primarily due to several wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. This increase was partially 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 11.7% in 2001 from 9.2% in 2000. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses increased $4,377 (2.1%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses decreased to 8.4% in 2001 from 8.8% in 2000.
II-G Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $1,261,203 (23.9%) in 2002 as compared to 2001. Of this decrease, approximately (i) $972,000 was related to a decrease in the average price of gas sold and (ii) $154,000 was related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 6,431 barrels and 32,436 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 2001 and (ii) normal declines in production. Average oil and gas prices decreased to $23.77 per barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.76 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $175,399 (16.3%) in 2002 as compared to 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) workover expenses incurred on several wells during 2001. As a percentage of oil and gas sales, these expenses increased to 22.4% in 2002 from 20.4% in 2001.
Depreciation, depletion, and amortization of oil and gas properties decreased $195,864 (31.2%) in 2002 as compared to 2001. This decrease was primarily due to (i) several wells being fully depleted in 2001 due to lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 10.7% in 2002 from 11.9% in 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $6,917 (1.6%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 10.8% in 2002 from 8.1% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $45,419,371 or 122.03% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales increased $369,434 (7.5%) in 2001 as compared to 2000. Of this increase, approximately (i) $427,000 was related to an increase in the average price of gas sold and (ii) $340,000 was related to an increase in volumes of oil sold. These increases were partially offset by decreases of approximately (i) $268,000 related to a decrease in the average price of oil sold and (ii) $130,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 12,091 barrels, while volumes of gas sold decreased 39,049 Mcf in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 2001 and (ii) increased production on one significant well due to the successful workover of that well during mid 2001. Average oil prices decreased to $24.00 per barrel in 2001 from $28.14 per barrel in 2000. Average gas prices increased to $3.76 per Mcf in 2001 from $3.33 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $190,266 (21.5%) in 2001 as compared to 2000. This increase was primarily due to (i) workover expenses incurred on several wells during 2001 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 20.4% in 2001 from 18.0% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties increased $170,164 (37.2%) in 2001 as compared to 2000. This increase was primarily due to several wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. This increase was partially 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 11.9% in 2001 from 9.3% in 2000. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses decreased $11,745 (2.7%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses decreased to 8.1% in 2001 from 9.0% in 2000. This percentage decrease was primarily due to the increase in oil and gas sales.
II-H Partnership ----------------
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 --------------------------------------
Total oil and gas sales decreased $303,091 (24.1%) in 2002 as compared to 2001. Of this decrease, approximately (i) $235,000 was related to a decrease in the average price of gas sold and (ii) $35,000 was related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 1,477 barrels and 7,677 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 2001 and (ii) normal declines in production. Average oil and gas prices decreased to $23.77 per barrel and $2.75 per Mcf, respectively, in 2002 from $24.01 per barrel and $3.77 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $43,314 (16.6%) in 2002 as compared to 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) workover expenses incurred on several wells during 2001. As a percentage of oil and gas sales, these expenses increased to 22.8% in 2002 from 20.7% in 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 decreased $46,729 (31.6%) in 2002 as compared to 2001. This decrease was primarily due to (i) several wells being fully depleted in 2001 due to lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 10.6% in 2002 from 11.8% in 2001. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $3,588 (3.0%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 13.1% in 2002 from 9.6% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2002 totaling $10,564,364 or 115.19% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total oil and gas sales increased $95,141 (8.2%) in 2001 as compared to 2000. Of this increase, approximately (i) $106,000 was related to an increase in the average price of gas sold and (ii) $77,000 was related to an increase in volumes of oil sold. These increases were partially offset by decreases of approximately (i) $62,000 related to a decrease in the average price of oil sold and (ii) $26,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 2,757 barrels, while volumes of gas sold decreased 7,890 Mcf in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 2001 and (ii) increased production on one significant well due to the successful workover of that well during mid 2001. Average oil prices decreased to $24.01 per barrel in 2001 from $28.13 per barrel in 2000. Average gas prices increased to $3.77 per Mcf in 2001 from $3.33 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $46,664 (21.8%) in 2001 as compared to 2000. This increase was primarily due to (i) workover expenses incurred on several wells during 2001 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 20.7% in 2001 from 18.4% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties increased $40,727 (38.0%) in 2001 as compared to 2000. This increase was primarily due to several wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. This increase was partially 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 11.8% in 2001 from 9.2% in 2000. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses increased $10,787 (9.8%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 9.6% in 2001 from 9.5% in 2000.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 2002, 2001, and 2000. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above.
2002 Compared to 2001 ---------------------
Average Sales Prices - ---------------------------------------------------------------------------- P/ship 2002 2001 % Change - ------ ---------------- ---------------- ----------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ---- ---
II-A $23.42 $2.78 $23.99 $4.12 (2%) (33%) II-B 24.21 2.72 24.36 4.34 (1%) (37%) II-C 24.59 2.71 24.28 4.30 1% (37%) II-D 23.24 2.67 22.78 4.42 2% (40%) II-E 24.19 2.84 24.32 4.03 (1%) (30%) II-F 23.78 2.74 24.00 3.75 (1%) (27%) II-G 23.77 2.74 24.00 3.76 (1%) (27%) II-H 23.77 2.75 24.01 3.77 (1%) (27%)
Production Volumes - ---------------------------------------------------------------------------- P/ship 2002 2001 % Change - ------ ----------------- ----------------- ------------ Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ -----
II-A 64,016 821,485 67,519 774,153 ( 5%) 6% II-B 40,616 598,159 49,375 570,423 (18%) 5% II-C 14,351 343,662 14,034 302,093 2% 14% II-D 31,350 795,913 18,970 712,930 65% 12% II-E 23,426 488,328 24,064 490,127 ( 3%) - II-F 27,894 451,358 30,965 465,214 (10%) ( 3%) II-G 58,467 959,663 64,898 992,099 (10%) ( 3%) II-H 13,577 229,923 15,054 237,600 (10%) ( 3%)
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 2002 2001 % Change ------ ----- ----- --------
II-A $7.55 $9.29 (19%) II-B 7.28 7.29 - II-C 6.03 6.77 (11%) II-D 5.40 8.69 (37%) II-E 5.04 7.74 (34%) II-F 4.09 4.64 (12%) II-G 4.12 4.67 (12%) II-H 4.19 4.77 (12%)
2001 Compared to 2000 ---------------------
Average Sales Prices - -------------------------------------------------------------------------- P/ship 2001 2000 % Change - ------ ------------------ ---------------- ----------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ---
II-A $23.99 $4.12 $27.49 $3.59 (13%) 15% II-B 24.36 4.34 27.44 3.54 (11%) 23% II-C 24.28 4.30 27.82 3.51 (13%) 23% II-D 22.78 4.42 27.84 3.41 (18%) 30% II-E 24.32 4.03 29.24 3.38 (17%) 19% II-F 24.00 3.75 28.14 3.34 (15%) 12% II-G 24.00 3.76 28.14 3.33 (15%) 13% II-H 24.01 3.77 28.13 3.33 (15%) 13%
Production Volumes - ----------------------------------------------------------------------------- P/ship 2001 2000 % Change - ------ ----------------- ------------------ -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ --------- ------ -----
II-A 67,519 774,153 77,024 1,003,723 (12%) (23%) II-B 49,375 570,423 52,155 707,543 ( 5%) (19%) II-C 14,034 302,093 16,424 398,166 (15%) (24%) II-D 18,970 712,930 32,648 836,567 (42%) (15%) II-E 24,064 490,127 23,708 611,642 2% (20%) II-F 30,965 465,214 25,175 480,967 23% ( 3%) II-G 64,898 992,099 52,807 1,031,148 23% ( 4%) II-H 15,054 237,600 12,297 245,490 22% ( 3%)
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 2001 2000 % Change ------ ----- ----- --------
II-A $9.29 $5.81 60% II-B 7.29 5.85 25% II-C 6.77 4.89 38% II-D 8.69 5.45 59% II-E 7.74 4.61 68% II-F 4.64 3.92 18% II-G 4.67 3.94 19% II-H 4.77 4.02 19%
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. See "Item 5. Market for Units and Related Limited Partner Matters." The net proceeds from production are not reinvested in productive assets, except to the extent that producing wells are improved, where methods are employed to permit more efficient recovery of reserves, or where identified developmental drilling or recompletion opportunities are pursued, thereby resulting in a positive economic impact. Assuming 2002 production levels for future years, the Partnerships proved reserve quantities at December 31, 2002 would have the following remaining lives:
Partnership Gas-Years Oil-Years ----------- --------- ---------
II-A 7.1 8.1 II-B 7.4 8.9 II-C 9.1 9.0 II-D 10.0 6.0 II-E 8.6 7.4 II-F 6.6 8.3 II-G 6.6 8.3 II-H 6.8 8.3
These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates. Any increase or decrease in the oil and gas prices at December 31, 2002 may cause an increase or decrease in the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners' subscriptions has been spent on oil and gas properties and there should be no further material capital resource commitments in the future. The Partnerships have no debt commitments. Cash for operational purposes will be provided by current oil and gas production. During 2002, 2001, and 2000 the Partnerships expended no capital on oil and gas acquisition or exploration activities. However, during those years the Partnerships expended the following amounts on oil and gas development activities, primarily well recompletions and developmental drilling:
Partnership 2002 2001 2000 ----------- -------- -------- -------
II-A $137,449 $149,585 $83,625 II-B 14,939 492,951 67,336 II-C 9,993 82,009 27,273 II-D 116,640 169,317 46,036 II-E 198,005 51,785 15,129 II-F 93,456 118,663 29,757 II-G 197,745 254,554 62,230 II-H 46,750 61,632 14,394
While these expenditures reduce or eliminate cash available for a particular quarterly cash distribution, the General Partner believes that these activities are necessary for the prudent operation of the properties and maximization of their value to the Partnerships.
The Partnerships sold certain oil and gas properties during 2002, 2001, and 2000. The sale of the Partnerships' properties were made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the property's remaining proved reserves and future operating costs. Net proceeds from the sale of any such properties were distributed to the Partnerships and included in the calculation of the Partnerships' cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds. The amount of such proceeds from the sale of oil and gas properties during 2002, 2001, and 2000, were as follows:
Partnership 2002 2001 2000 ----------- ---------- -------- ---------
II-A $ 348,092 $ 7,285 $ 99,721 II-B 32,406 1,187 257,751 II-C 122,540 21,996 113,746 II-D 1,266,240 112,686 723,535 II-E 22,188 61,553 171,330 II-F 55,052 24,684 92,073 II-G 115,148 52,882 193,656 II-H 26,642 12,783 45,271
The General Partner believes that the sale of these properties will be beneficial to the Partnerships in the long-term since the properties sold generally had a higher ratio of future operating expenses as compared to reserves than the properties not sold.
There can be no assurance as to the amount of the Partnerships' future cash distributions. The Partnerships' ability to make cash distributions depends primarily upon the level of available cash flow generated by the Partnerships' operating activities, which will be affected (either positively
or negatively) by many factors beyond the control of the Partnerships, including the price of and demand for oil and gas and other market and economic conditions. Even if prices and costs remain stable, the amount of cash available for distributions will decline over time (as the volume of production from producing properties declines) since the Partnerships are not replacing production through acquisitions of producing properties and drilling. The Partnerships' quantity of proved reserves has been reduced by the sale of oil and gas properties as described above; therefore, it is possible that the Partnerships' future cash distributions will decline as a result of a reduction of the Partnerships' reserve base.
The Partnerships would have terminated on December 31, 2001 in accordance with the Partnership Agreements. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for their first two-year extension thereby extending their termination date to December 31, 2003. As of the date of this Annual Report, the General Partner has not determined whether to further extend the term of any Partnership.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partners' property screening costs. The acquisition cost to the Partnership of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner.
Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. 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.
The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas field (rather than separately for each well). If the unamortized costs of all oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease.
The Deferred Charge on the Balance Sheets included in Item 15 of this Annual Report represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rates used in calculating the Deferred Charge and Accrued Liability are the annual average production cost per Mcf.
The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. These rates also approximate the prices for which the Partnerships are currently settling similar liabilities. These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.
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 estimates that adopting this statement will result in an increase in capitalized cost of oil and gas properties, an increase in net income for the cumulative effect of the change in accounting principle, and the recognition of an asset retirement obligation in the following approximate amounts for each Partnership:
Change in Increase in Capitalized Net Income for Cost of Oil the Change in Asset and Gas Accounting Retirement Partnership Properties Principle Obligation - ----------- ------------ -------------- ----------
II-A $423,000 $137,000 $286,000 II-B 306,000 98,000 208,000 II-C 102,000 34,000 68,000 II-D 278,000 95,000 183,000 II-E 153,000 58,000 95,000 II-F 150,000 54,000 96,000 II-G 322,000 114,000 208,000 II-H 77,000 26,000 51,000
The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor.
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 did not have a significant effect on the Partnerships' financial condition or results of operations.
In November 2002, the FASB issued FASB Interpretation 45 (FIN 45) "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantee of Indebtedness of Others." FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the
obligation it assumes under that guarantee. The disclosure requirements are effective for financial statements of both interim and annual periods which end after December 15, 2002. The Partnerships are not guarantors under any guarantees and thus this interpretation is not expected to have an effect on the Partnerships' financial position or results of operations.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors, including the extent of domestic and foreign production, foreign imports of oil, market demand, domestic and foreign economic conditions in general, and governmental regulations and tax laws. The general level of inflation in the economy did not have a material effect on the operations of the Partnerships in 2002. Oil and gas prices have fluctuated during recent years and generally have not followed the same pattern as inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History."
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15 hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following individuals are directors and executive officers of the General Partner. The business address of such director and executive officers is Two West Second Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner ---------------- --- --------------------------------
Dennis R. Neill 51 President and Director
Judy K. Fox 52 Secretary
The director will hold office until the next annual meeting of shareholders of Geodyne or until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner and Winters, where his principal practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State University and a Juris Doctorate degree from the University of Texas. Mr. Neill also serves as Senior Vice President of Samson Investment Company and as President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there were no officers, directors, or ten percent owners who were delinquent filers during 2002 of reports required under Section 16 of the Securities Exchange Act of 1934.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general and administrative costs and operating costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships, computed on a cost basis, determined in accordance with generally accepted accounting principles. Such reimbursed costs and expenses allocated to the Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional services, and other items generally classified
as general or administrative expense. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership during 2002, 2001, and 2000, is set forth in the table below. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements.
Partnership 2002 2001 2000 ----------- -------- -------- --------
II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities based on the allocation method described above. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates during 2002, 2001, and 2000:
Affiliates of the Partnerships serve as operator of some of the Partnerships' wells. The General Partner contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the commencement of commercial marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates is impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment. Samson may have provided some of this equipment for wells in which the Partnerships have an interest. This equipment was provided at prices or rates equal to or less than those normally charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length. The operators of these wells billed the Partnerships for a portion of such costs based upon the Partnerships' interest in the well.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of the Units as of March 1, 2003 by (i) each beneficial owner of more than five percent of the issued and outstanding Units, (ii) the directors and officers of the General Partner, and (iii) the General Partner and its affiliates. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) - ------------------------------------ ------------------
II-A Partnership: - ---------------- Samson Resources Company 126,260 (26.1%) All affiliates, directors, and officers of the General Partner as a group and 126,260 (26.1%) the General Partner (4 persons)
II-B Partnership: - ----------------
Samson Resources Company 89,168 (24.7%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 89,168 (24.7%)
II-C Partnership: - ---------------- Samson Resources Company 47,214 (30.5%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 47,214 (30.5%)
II-D Partnership: - ---------------- Samson Resources Company 82,470 (26.2%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 82,470 (26.2%)
II-E Partnership: - ---------------- Samson Resources Company 67,729 (29.6%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 67,729 (29.6%)
II-F Partnership: - ---------------- Samson Resources Company 42,459 (24.8%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 42,459 (24.8%)
II-G Partnership: - ---------------- Samson Resources Company 73,247 (19.7%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 73,247 (19.7%)
II-H Partnership: - ---------------- Samson Resources Company 26,388 (28.8%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 26,388 (28.8%)
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas activities independently of the Partnerships which result in conflicts of interest that cannot be totally eliminated. The allocation of acquisition and drilling opportunities and the nature of the compensation arrangements between the Partnerships and the General Partner also create potential conflicts of interest. An affiliate of the Partnerships owns some of the Partnerships' Units and therefore has an identity of interest with other Limited Partners with respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as well as an orderly conduct of business, management of the Partnerships is exercised solely by the General Partner. The Partnership Agreements grant the General Partner broad discretionary authority with respect to the Partnerships' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Partnerships involves circumstances where the General Partner has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and personnel exclusively to the Partnerships. Furthermore, the Partnerships do not have any employees, but instead rely on the personnel of Samson. The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and resources of such personnel. Samson devotes such time and personnel to the management of the Partnerships as are indicated by the circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Because affiliates of the Partnership who provide services to the Partnership have fiduciary or other duties to other members of Samson, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that the Partnerships would take if they were to administer their own contracts without involvement with other members of Samson. On the other hand, management believes that the Partnerships' negotiating strength and contractual positions have been enhanced by virtue of their affiliation with Samson.
PART IV.
ITEM 14.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Partnerships carried out an evaluation under the supervision and with the participation of the Partnerships' management, including their chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Partnerships' disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Partnerships' chief executive officer and chief financial officer concluded that the Partnerships' disclosure controls and procedures are effective in timely alerting them to material information relating to the Partnerships required to be included in the Partnerships' periodic filings with the SEC. There have been no significant changes in the Partnerships' internal controls or in other factors which could significantly affect the Partnerships' internal controls subsequent to the date the Partnerships carried out this evaluation.
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
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
as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002 are filed as part of this report:
Report of Independent Accountants Combined Balance Sheets Combined Statements of Operations Combined Statements of Changes in Partners' Capital (Deficit) Combined Statements of Cash Flows Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh. No. Exhibit --- -------
4.1 Agreement and Certificate of Limited Partnership dated July 22, 1987 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.2 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.6 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.7 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne
Energy Income Limited Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.8 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.9 Agreement and Certificate of Limited Partnership dated October 14, 1987 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.10 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.11 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.12 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.13 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.14 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.15 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.16 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.17 Agreement and Certificate of Limited Partnership dated January 13, 1988 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.18 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.19 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.20 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.21 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.22 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.22 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.23 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.24 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.25 Agreement and Certificate of Limited Partnership dated May 10, 1988 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.30 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.31 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.32 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.33 Agreement and Certificate of Limited Partnership dated September 27, 1988 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.34 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.35 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.36 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.37 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.38 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.39 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.40 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.41 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.42 Agreement and Certificate of Limited Partnership dated January 5, 1989 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.42a Certificate of Limited Partnership dated January 5, 1989, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.43 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.44 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy
Income Limited Partnership II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.45 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.46 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.47 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.48 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.49 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.50 Agreement and Certificate of Limited Partnership dated April 10, 1989 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.51 Certificate of Limited Partnership dated April 10, 1989, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.52 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.53 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.54 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.55 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.56 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.57 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.58 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.59 Agreement and Certificate of Limited Partnership dated May 17, 1989 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.59 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.60 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.61 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 25, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.62 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.63 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.64 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.65 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.66 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.67 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.6 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.7 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.8 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.9 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.11 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.12 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.17 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.18 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.19 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.20 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.21 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.23 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.24 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.29 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.30 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.31 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.32 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H.
*99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*99.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*99.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*99.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2002:
None.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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 organized.
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
By: GEODYNE RESOURCES, INC. General Partner
March 25, 2003
By: //s//Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities (with respect to the registrant's general partner, Geodyne Resources, Inc.) on the dates indicated.
By: //s//Dennis R. Neill President and March 25, 2003 ------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 25, 2003 ------------------- Officer (Principal Craig D. Loseke Accounting and Financial Officer)
//s//Judy K. Fox ------------------- Secretary March 25, 2003 Judy K. Fox
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-A;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s// Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-A;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-B;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-B;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-C;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-C;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-D;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-D;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-E;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-E;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-F;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 23, 2003
//s//Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-F;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-G;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-G;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-H;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Dennis R. Neill --------------------------- Dennis R. Neill, President (Principal Executive Officer)
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy Income Limited Partnership II-H;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 25, 2003
//s//Craig D. Loseke --------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer)
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma limited partnership, and Geodyne Production Partnership II-A, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 794,035 $ 414,467 Accounts receivable: Oil and gas sales 658,499 396,257 General Partner (Note 2) - 130,610 --------- --------- Total current assets $1,452,534 $ 941,334
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,056,359 2,204,572
DEFERRED CHARGE 656,289 695,623 --------- --------- $4,165,182 $3,841,529 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 256,595 $ 153,728 Accrued liability - other (Note 1) 26,672 73,800 Gas imbalance payable 95,268 96,299 --------- --------- Total current liabilities $ 378,535 $ 323,827
ACCRUED LIABILITY $ 217,322 $ 243,327
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 241,784) ($ 285,152) Limited Partners, issued and outstanding, 484,283 Units 3,811,109 3,559,527 --------- --------- Total Partners' capital $3,569,325 $3,274,375 --------- --------- $4,165,182 $3,841,529 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ---------- ----------
REVENUES: Oil and gas sales $3,781,863 $4,812,392 $5,718,890 Interest income 5,181 31,927 43,440 Gain on sale of oil and gas properties 193,272 137,823 87,841 --------- --------- --------- $3,980,316 $4,982,142 $5,850,171
COSTS AND EXPENSES: Lease operating $1,302,070 $1,538,430 $1,097,459 Production tax 214,538 287,607 321,511 Depreciation, depletion, and amortization of oil and gas properties 261,452 772,466 785,707 General and administrative 557,151 550,462 573,982 --------- --------- --------- $2,335,211 $3,148,965 $2,778,659 --------- --------- --------- NET INCOME $1,645,105 $1,833,177 $3,071,512 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 187,523 $ 249,356 $ 373,521 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,457,582 $1,583,821 $2,697,991 ========= ========= =========
NET INCOME per Unit $ 3.01 $ 3.27 $ 5.57 ========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1999 $5,622,715 ($380,195) $5,242,520 Net income 2,697,991 373,521 3,071,512 Cash distributions ( 2,759,000) ( 327,165) ( 3,086,165) --------- ------- ---------
Balance, Dec. 31, 2000 $5,561,706 ($333,839) $5,227,867 Net income 1,583,821 249,356 1,833,177 Cash distributions ( 3,586,000) ( 200,669) ( 3,786,669) --------- ------- ---------
Balance, Dec. 31, 2001 $3,559,527 ($285,152) $3,274,375 Net income 1,457,582 187,523 1,645,105 Cash distributions ( 1,206,000) ( 144,155) ( 1,350,155) --------- ------- ---------
Balance, Dec. 31, 2002 $3,811,109 ($241,784) $3,569,325 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,645,105 $1,833,177 $3,071,512 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 261,452 772,466 785,707 Gain on sale of oil and gas properties ( 193,272) ( 137,823) ( 87,841) (Increase) decrease in accounts receivable- oil and gas sales ( 262,242) 645,765 ( 339,630) (Increase) decrease in deferred charge 39,334 117,937 ( 80,705) Increase (decrease) in accounts payable 102,867 ( 15,686) 56,461 Increase (decrease) in accrued liability - other ( 47,128) 73,800 - Decrease in gas imbalance payable ( 1,031) ( 7,557) ( 19,945) Increase (decrease) in accrued liability ( 26,005) ( 9,377) 31,266 --------- --------- --------- Net cash provided by operating activities $1,519,080 $3,272,702 $3,416,825 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 137,449) ($ 149,585) ($ 83,625) Proceeds from sale of oil and gas properties 348,092 7,285 99,721 --------- --------- --------- Net cash provided (used) by investing activities $ 210,643 ($ 142,300) $ 16,096 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,350,155) ($3,786,669) ($3,086,165) --------- --------- --------- Net cash used by financing activities ($1,350,155) ($3,786,669) ($3,086,165) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 379,568 ($ 656,267) $ 346,756
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 414,467 1,070,734 723,978 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 794,035 $ 414,467 $1,070,734 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma limited partnership, and Geodyne Production Partnership II-B, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 478,067 $ 262,153 Accounts receivable: Oil and gas sales 481,002 323,116 --------- --------- Total current assets $ 959,069 $ 585,269
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,605,587 1,821,517
DEFERRED CHARGE 245,511 214,754 --------- --------- $2,810,167 $2,621,540 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 147,990 $ 126,662 Gas imbalance payable 47,652 48,060 --------- --------- Total current liabilities $ 195,642 $ 174,722
ACCRUED LIABILITY $ 52,682 $ 47,436
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 264,786) ($ 302,054) Limited Partners, issued and outstanding, 361,719 Units 2,826,629 2,701,436 --------- --------- Total Partners' capital $2,561,843 $2,399,382 --------- --------- $2,810,167 $2,621,540 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ---------- ---------- REVENUES: Oil and gas sales $2,612,932 $3,677,731 $3,937,680 Interest income 2,609 18,313 29,499 Gain on sale of oil and gas properties 20,525 1,187 248,993 --------- --------- --------- $2,636,066 $3,697,231 $4,216,172
COSTS AND EXPENSES: Lease operating $ 877,252 $ 846,524 $ 771,307 Production tax 144,712 206,937 224,174 Depreciation, depletion, and amortization of oil and gas properties 218,988 201,436 787,991 General and administrative 421,068 415,799 429,630 --------- --------- --------- $1,662,020 $1,670,696 $2,213,102 --------- --------- --------- NET INCOME $ 974,046 $2,026,535 $2,003,070 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 116,853 $ 218,951 $ 163,872 ========= ========= =========
LIMITED PARTNERS - NET INCOME $ 857,193 $1,807,584 $1,839,198 ========= ========= =========
NET INCOME per Unit $ 2.37 $ 5.00 $ 5.08 ========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ --------- -----------
Balance, Dec. 31, 1999 $3,456,654 ($290,773) $3,165,881 Net income 1,839,198 163,872 2,003,070 Cash distributions ( 2,083,000) ( 142,906) ( 2,225,906) --------- ------- ---------
Balance, Dec. 31, 2000 $3,212,852 ($269,807) $2,943,045 Net income 1,807,584 218,951 2,026,535 Cash distributions ( 2,319,000) ( 251,198) ( 2,570,198) --------- ------- ---------
Balance, Dec. 31, 2001 $2,701,436 ($302,054) $2,399,382 Net income 857,193 116,853 974,046 Cash distributions ( 732,000) ( 79,585) ( 811,585) --------- ------- ---------
Balance, Dec. 31, 2002 $2,826,629 ($264,786) $2,561,843 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 974,046 $2,026,535 $2,003,070 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 218,988 201,436 787,991 Gain on sale of oil and gas properties ( 20,525) ( 1,187) ( 248,993) (Increase) decrease in accounts receivable ( 157,886) 405,256 ( 216,333) (Increase) decrease in deferred charge ( 30,757) ( 10,545) 26,111 Increase (decrease) in accounts payable 21,328 ( 1,440) 38,790 Increase (decrease) in gas imbalance payable ( 408) 30,340 ( 4,170) Increase (decrease) in accrued liability 5,246 ( 40,442) ( 9,651) --------- --------- --------- Net cash provided by operating activities $1,010,032 $2,609,953 $2,376,815 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,939) ($ 492,951) ($ 67,336) Proceeds from sale of oil and gas properties 32,406 1,187 257,751 --------- --------- --------- Net cash provided (used) by investing activities $ 17,467 ($ 491,764) $ 190,415 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 811,585) ($2,570,198) ($2,225,906) --------- --------- --------- Net cash used by financing activities ($ 811,585) ($2,570,198) ($2,225,906) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 215,914 ($ 452,009) $ 341,324
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 262,153 714,162 372,838 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 478,067 $ 262,153 $ 714,162 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma limited partnership, and Geodyne Production Partnership II-C, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 250,767 $ 115,201 Accounts receivable: Oil and gas sales 236,341 137,952 --------- --------- Total current assets $ 487,108 $ 253,153
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 774,648 856,666
DEFERRED CHARGE 130,077 128,827 --------- --------- $1,391,833 $1,238,646 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 63,712 $ 50,950 Gas imbalance payable 26,684 29,876 --------- --------- Total current liabilities $ 90,396 $ 80,826
ACCRUED LIABILITY $ 29,815 $ 29,477
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 98,831) ($ 130,178) Limited Partners, issued and outstanding, 154,621 Units 1,370,453 1,258,521 --------- --------- Total Partners' capital $1,271,622 $1,128,343 --------- --------- $1,391,833 $1,238,646 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,284,421 $1,640,398 $1,856,040 Interest income 1,447 11,305 13,304 Gain on sale of oil and gas properties 120,063 21,996 90,494 --------- --------- --------- $1,405,931 $1,673,699 $1,959,838
COSTS AND EXPENSES: Lease operating $ 352,902 $ 327,353 $ 285,595 Production tax 79,166 108,506 118,875 Depreciation, depletion, and amortization of oil and gas properties 89,534 104,249 350,665 General and administrative 191,168 188,517 185,566 --------- --------- --------- $ 712,770 $ 728,625 $ 940,701 --------- --------- --------- NET INCOME $ 693,161 $ 945,074 $1,019,137 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 77,229 $ 102,759 $ 132,143 ========= ========= =========
LIMITED PARTNERS - NET INCOME $ 615,932 $ 842,315 $ 886,994 ========= ========= =========
NET INCOME per Unit $ 3.98 $ 5.45 $ 5.74 ========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1999 $1,811,212 ($119,145) $1,692,067 Net income 886,994 132,143 1,019,137 Cash distributions ( 912,000) ( 118,476) ( 1,030,476) --------- ------- ---------
Balance, Dec. 31, 2000 $1,786,206 ($105,478) $1,680,728 Net income 842,315 102,759 945,074 Cash distributions ( 1,370,000) ( 127,459) ( 1,497,459) --------- ------- ---------
Balance, Dec. 31, 2001 $1,258,521 ($130,178) $1,128,343 Net income 615,932 77,229 693,161 Cash distributions ( 504,000) ( 45,882) ( 549,882) --------- ------- ---------
Balance, Dec. 31, 2002 $1,370,453 ($ 98,831) $1,271,622 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 --------- ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $693,161 $ 945,074 $1,019,137 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 89,534 104,249 350,665 Gain on sale of oil and gas properties ( 120,063) ( 21,996) ( 90,494) (Increase) decrease in accounts receivable - oil and gas sales ( 98,389) 212,625 ( 105,826) (Increase) decrease in deferred charge ( 1,250) 1,268 ( 431) Increase (decrease) in accounts payable 12,762 29,262 ( 16,667) Increase (decrease) in gas imbalance payable ( 3,192) 14,496 ( 4,920) Increase (decrease) in accrued liability 338 ( 24,661) 75 ------- --------- --------- Net cash provided by operating activities $572,901 $1,260,317 $1,151,539 ------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 9,993) ($ 82,009) ($ 27,273) Proceeds from sale of oil and gas properties 122,540 21,996 113,746 ------- --------- --------- Net cash provided (used) by investing activities $112,547 ($ 60,013) $ 86,473 ------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($549,882) ($1,497,459) ($1,030,476) ------- --------- --------- Net cash used by financing activities ($549,882) ($1,497,459) ($1,030,476) ------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $135,566 ($ 297,155) $ 207,536
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 115,201 412,356 204,820 ------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $250,767 $ 115,201 $ 412,356 ======= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma limited partnership, and Geodyne Production Partnership II-D, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 561,177 $ 170,516 Accounts receivable: Oil and gas sales 512,579 315,910 --------- --------- Total current assets $1,073,756 $ 486,426
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,482,828 1,561,694
DEFERRED CHARGE 358,699 370,412 --------- --------- $2,915,283 $2,418,532 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 156,725 $ 84,721 Payable to General Partner (Note 2) - 65,905 Gas imbalance payable 42,368 55,098 --------- --------- Total current liabilities $ 199,093 $ 205,724
ACCRUED LIABILITY $ 96,494 $ 112,500
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 76,044) ($ 238,692) Limited Partners, issued and outstanding, 314,878 Units 2,695,740 2,339,000 --------- --------- Total Partners' capital $2,619,696 $2,100,308 --------- --------- $2,915,283 $2,418,532 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ---------- ---------- REVENUES: Oil and gas sales $2,856,941 $3,581,469 $3,757,651 Interest income 3,321 30,461 34,763 Gain on sale of oil and gas properties 1,256,405 112,686 514,114 --------- --------- --------- $4,116,667 $3,724,616 $4,306,528
COSTS AND EXPENSES: Lease operating $ 713,308 $ 947,567 $ 672,765 Production tax 172,939 249,523 264,546 Depreciation, depletion, and amortization of oil and gas properties 185,671 344,966 415,030 General and administrative 369,062 364,691 374,358 --------- --------- --------- $1,440,980 $1,906,747 $1,726,699 --------- --------- --------- NET INCOME $2,675,687 $1,817,869 $2,579,829 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 283,947 $ 209,788 $ 291,859 ========= ========= =========
LIMITED PARTNERS - NET INCOME $2,391,740 $1,608,081 $2,287,970 ========= ========= =========
NET INCOME per Unit $ 7.60 $ 5.11 $ 7.27 ========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1999 $3,639,949 ($236,260) $3,403,689 Net income 2,287,970 291,859 2,579,829 Cash distributions ( 1,760,000) ( 236,036) ( 1,996,036) --------- ------- ---------
Balance, Dec. 31, 2000 $4,167,919 ($180,437) $3,987,482 Net income 1,608,081 209,788 1,817,869 Cash distributions ( 3,437,000) ( 268,043) ( 3,705,043) --------- ------- ---------
Balance, Dec. 31, 2001 $2,339,000 ($238,692) $2,100,308 Net income 2,391,740 283,947 2,675,687 Cash distributions ( 2,035,000) ( 121,299) ( 2,156,299) --------- ------- ---------
Balance, Dec. 31, 2002 $2,695,740 ($ 76,044) $2,619,696 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,675,687 $1,817,869 $2,579,829 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 185,671 344,966 415,030 Gain on sale of oil and gas properties ( 1,256,405) ( 112,686) ( 514,114) (Increase) decrease in accounts receivable - oil and gas sales ( 196,669) 387,270 ( 241,689) Decrease in deferred charge 11,713 27,277 18,123 Increase (decrease) in accounts payable 72,004 30,049 ( 21,736) Increase (decrease) in payable to General Partner ( 65,905) 65,905 - Decrease in gas imbalance payable ( 12,730) ( 19,023) ( 40,028) Increase (decrease) in accrued liability ( 16,006) ( 42,427) 8,584 --------- --------- --------- Net cash provided by operating activities $1,397,360 $2,499,200 $2,203,999 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 116,640) ($ 169,317) ($ 46,036) Proceeds from sale of oil and gas properties 1,266,240 112,686 723,535 --------- --------- --------- Net cash provided (used) by investing activities $1,149,600 ($ 56,631) $ 677,499 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,156,299) ($3,705,043) ($1,996,036) --------- --------- --------- Net cash used by financing activities ($2,156,299) ($3,705,043) ($1,996,036) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 390,661 ($1,262,474) $ 885,462
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 170,516 1,432,990 547,528 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 561,177 $ 170,516 $1,432,990 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma limited partnership, and Geodyne Production Partnership II-E, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 388,042 $ 242,032 Accounts receivable: Oil and gas sales 362,987 244,365 --------- --------- Total current assets $ 751,029 486,397
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,425,028 1,391,297
DEFERRED CHARGE 209,297 206,554 --------- --------- $2,385,354 $2,084,248 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 85,744 $ 56,002 Payable to General Partner (Note 2) - 115,045 Gas imbalance payable 43,443 28,035 --------- --------- Total current liabilities $ 129,187 $ 199,082
ACCRUED LIABILITY $ 7,264 $ 26,344
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 131,864) ($ 162,380) Limited Partners, issued and outstanding, 228,821 Units 2,380,767 2,021,202 --------- --------- Total Partners' capital $2,248,903 $1,858,822 --------- --------- $2,385,354 $2,084,248 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ---------- ----------
REVENUES: Oil and gas sales $1,954,057 $2,561,210 $2,760,885 Interest income 2,159 16,873 23,459 Gain on sale of oil and gas properties 20,605 60,957 135,079 --------- --------- --------- $1,976,821 $2,639,040 $2,919,423
COSTS AND EXPENSES: Lease operating $ 381,344 $ 628,516 $ 394,003 Production tax 146,924 190,175 185,062 Depreciation, depletion, and amortization of oil and gas properties 162,691 312,096 361,842 General and administrative 278,094 272,795 273,055 --------- --------- --------- $ 969,053 $1,403,582 $1,213,962 --------- --------- --------- NET INCOME $1,007,768 $1,235,458 $1,705,461 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 115,203 $ 149,947 $ 200,766 ========= ========= =========
LIMITED PARTNERS - NET INCOME $ 892,565 $1,085,511 $1,504,695 ========= ========= =========
NET INCOME per Unit $ 3.90 $ 4.74 $ 6.58 ========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1999 $2,941,996 ($162,586) $2,779,410 Net income 1,504,695 200,766 1,705,461 Cash distributions ( 1,493,000) ( 171,227) ( 1,664,227) --------- ------- ---------
Balance, Dec. 31, 2000 $2,953,691 ($133,047) $2,820,644 Net income 1,085,511 149,947 1,235,458 Cash distributions ( 2,018,000) ( 179,280) ( 2,197,280) --------- ------- ---------
Balance, Dec. 31, 2001 $2,021,202 ($162,380) $1,858,822 Net income 892,565 115,203 1,007,768 Cash distributions ( 533,000) ( 84,687) ( 617,687) --------- ------- ---------
Balance, Dec. 31, 2002 $2,380,767 ($131,864) $2,248,903 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,007,768 $1,235,458 $1,705,461 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 162,691 312,096 361,842 Gain on sale of oil and gas properties ( 20,605) ( 60,957) ( 135,079) (Increase) decrease in accounts receivable - oil and gas sales ( 118,622) 296,850 ( 221,714) (Increase) decrease in deferred charge ( 2,743) ( 2,416) 11,930 Increase (decrease) in accounts payable 29,742 26,513 ( 19,345) Increase (decrease) in payable to General Partner ( 115,045) 115,045 - Increase (decrease) in gas imbalance payable 15,408 5,490 ( 128,529) Decrease in accrued liability ( 19,080) ( 9,560) ( 6,348) --------- --------- --------- Net cash provided by operating activities $ 939,514 $1,918,519 $1,568,218 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 198,005) ( 51,785) ($ 15,129) Proceeds from sale of oil and gas properties 22,188 61,553 171,330 --------- --------- --------- Net cash provided (used) by investing activities ($ 175,817) $ 9,768 $ 156,201 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 617,687) ($2,197,280) ($1,664,227) --------- --------- --------- Net cash used by financing activities ($ 617,687) ($2,197,280) ($1,664,227) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 146,010 ($ 268,993) $ 60,192
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 242,032 511,025 450,833 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 388,042 $ 242,032 $ 511,025 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma limited partnership, and Geodyne Production Partnership II-F, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 453,233 $ 278,738 Accounts receivable: Oil and gas sales 352,341 229,071 --------- --------- Total current assets $ 805,574 $ 507,809
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,311,537 1,424,064
DEFERRED CHARGE 36,774 38,188 --------- --------- $2,153,885 $1,970,061 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 71,740 $ 49,662 Gas imbalance payable 6,701 7,953 --------- --------- Total current liabilities $ 78,441 $ 57,615
ACCRUED LIABILITY $ 15,443 $ 13,875
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 95,526) ($ 118,848) Limited Partners, issued and outstanding, 171,400 Units 2,155,527 2,017,419 --------- --------- Total Partners' capital $2,060,001 $1,898,571 --------- --------- $2,153,885 $1,970,061 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,900,007 $2,487,886 $2,313,259 Interest income 2,747 15,183 16,519 Gain on sale of oil and gas properties 50,440 24,447 81,494 --------- --------- --------- $1,953,194 $2,527,516 $2,411,272
COSTS AND EXPENSES: Lease operating $ 304,156 $ 338,068 $ 258,353 Production tax 117,830 165,814 154,262 Depreciation, depletion, and amortization of oil and gas properties 201,371 292,165 213,567 General and administrative 213,218 208,687 204,310 --------- --------- --------- $ 836,575 $1,004,734 $ 830,492 --------- --------- --------- NET INCOME $1,116,619 $1,522,782 $1,580,780 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 129,511 $ 177,055 $ 175,647 ========= ========= =========
LIMITED PARTNERS - NET INCOME $ 987,108 $1,345,727 $1,405,133 ========= ========= =========
NET INCOME per Unit $ 5.76 $ 7.85 $ 8.20 ========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1999 $2,451,559 ($112,893) $2,338,666 Net income 1,405,133 175,647 1,580,780 Cash distributions ( 1,283,000) ( 164,331) ( 1,447,331) --------- ------- ---------
Balance, Dec. 31, 2000 $2,573,692 ($101,577) $2,472,115 Net income 1,345,727 177,055 1,522,782 Cash distributions ( 1,902,000) ( 194,326) ( 2,096,326) --------- ------- ---------
Balance, Dec. 31, 2001 $2,017,419 ($118,848) $1,898,571 Net income 987,108 129,511 1,116,619 Cash distributions ( 849,000) ( 106,189) ( 955,189) --------- ------- ---------
Balance, Dec. 31, 2002 $2,155,527 ($ 95,526) $2,060,001 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,116,619 $1,522,782 $1,580,780 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 201,371 292,165 213,567 Gain on sale of oil and gas properties ( 50,440) ( 24,447) ( 81,494) (Increase) decrease in accounts receivable - oil and gas sales ( 123,270) 211,110 ( 153,186) (Increase) decrease in deferred charge 1,414 ( 3,529) ( 293) Increase (decrease) in accounts payable 22,078 27,760 ( 5,367) Increase (decrease) in gas Imbalance payable ( 1,252) 514 2,231 Increase (decrease) in accrued liability 1,568 1,534 ( 10,167) --------- --------- --------- Net cash provided by operating activities $1,168,088 $2,027,889 $1,546,071 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 93,456) ($ 118,663) ($ 29,757) Proceeds from sale of oil and gas properties 55,052 24,684 92,073 --------- --------- --------- Net cash provided (used) by investing activities ($ 38,404) ($ 93,979) $ 62,316 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 955,189) ($2,096,326) ($1,447,331) --------- --------- --------- Net cash used by financing activities ($ 955,189) ($2,096,326) ($1,447,331) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 174,495 ($ 162,416) $ 161,056
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 278,738 441,154 280,098 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 453,233 $ 278,738 $ 441,154 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma limited partnership, and Geodyne Production Partnership II-G, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 959,481 $ 625,720 Accounts receivable: Oil and gas sales 745,529 484,681 --------- --------- Total current assets $1,705,010 $1,110,401
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,821,960 3,065,609
DEFERRED CHARGE 79,136 83,736 --------- --------- $4,606,106 $4,259,746 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 153,893 $ 105,862 Gas imbalance payable 16,907 17,264 --------- --------- Total current liabilities $ 170,800 $ 123,126
ACCRUED LIABILITY $ 31,075 $ 31,820
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 97,205) ($ 146,206) Limited Partners, issued and outstanding, 372,189 Units 4,501,436 4,251,006 --------- --------- Total Partners' capital $4,404,231 $4,104,800 --------- --------- $4,606,106 $4,259,746 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ---------- ---------- REVENUES: Oil and gas sales $4,023,806 $5,285,009 $4,915,575 Interest income 6,171 33,161 36,288 Gain on sale of oil and gas properties 105,409 52,118 170,343 --------- --------- ---------
$4,135,386 $5,370,288 $5,122,206
COSTS AND EXPENSES: Lease operating $ 649,734 $ 722,045 $ 554,889 Production tax 250,469 353,557 330,447 Depreciation, depletion, and amortization of oil and gas properties 431,655 627,519 457,355 General and administrative 436,126 429,209 440,954 --------- --------- --------- $1,767,984 $2,132,330 $1,783,645 --------- --------- ---------
NET INCOME $2,367,402 $3,237,958 $3,338,561 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 274,972 $ 376,956 $ 371,389 ========= ========= =========
LIMITED PARTNERS - NET INCOME $2,092,430 $2,861,002 $2,967,172 ========= ========= =========
NET INCOME per Unit $ 5.62 $ 7.69 $ 7.97 ========= ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1999 $5,317,832 ($266,026) $5,051,806 Net income 2,967,172 371,389 3,338,561 Cash distributions ( 2,781,000) ( 318,276) ( 3,099,276) --------- ------- ---------
Balance, Dec. 31, 2000 $5,504,004 ($212,913) $5,291,091 Net income 2,861,002 376,956 3,237,958 Cash distributions ( 4,114,000) ( 310,249) ( 4,424,249) --------- ------- ---------
Balance, Dec. 31, 2001 $4,251,006 ($146,206) $4,104,800 Net income 2,092,430 274,972 2,367,402 Cash distributions ( 1,842,000) ( 225,971) ( 2,067,971) --------- ------- ---------
Balance, Dec. 31, 2002 $4,501,436 ($ 97,205) $4,404,231 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,367,402 $3,237,958 $3,338,561 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 431,655 627,519 457,355 Gain on sale of oil and gas properties ( 105,409) ( 52,118) ( 170,343) (Increase) decrease in accounts receivable - oil and gas sales ( 260,848) 450,530 ( 329,275) (Increase) decrease in deferred charge 4,600 ( 7,063) 633 Increase (decrease) in accounts payable 48,031 58,841 ( 11,856) Increase (decrease) in gas imbalance payable ( 357) 1,122 4,854 Increase (decrease) in accrued liability ( 745) 548 ( 21,591) --------- --------- --------- Net cash provided by operating activities $2,484,329 $4,317,337 $3,268,338 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 197,745) ($ 254,554) ($ 62,230) Proceeds from sale of oil and gas properties 115,148 52,882 193,656 --------- --------- --------- Net cash provided (used) by investing activities ($ 82,597) ($ 201,672) $ 131,426 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,067,971) ($4,424,249) ($3,099,276) --------- --------- --------- Net cash used by financing activities ($2,067,971) ($4,424,249) ($3,099,276) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 333,761 ($ 308,584) $ 300,488
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 625,720 934,304 633,816 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 959,481 $ 625,720 $ 934,304 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma limited partnership, and Geodyne Production Partnership II-H, an Oklahoma general partnership, at December 31, 2002 and 2001, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 14, 2003
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Balance Sheets December 31, 2002 and 2001
ASSETS ------
2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 224,669 $ 136,988 Accounts receivable: Oil and gas sales 176,539 114,762 ---------- --------- Total current assets $ 401,208 $ 251,750
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 664,355 721,143
DEFERRED CHARGE 20,637 19,936 --------- --------- $1,086,200 $ 992,829 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 37,271 $ 25,473 Gas imbalance payable 3,596 4,266 --------- --------- Total current liabilities $ 40,867 $ 29,739
ACCRUED LIABILITY $ 8,079 $ 6,430
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 53,547) ($ 65,089) Limited Partners, issued and outstanding, 91,711 Units 1,090,801 1,021,749 --------- --------- Total Partners' capital $1,037,254 $ 956,660 --------- --------- $1,086,200 $ 992,829 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Operations For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 -------- ---------- ---------- REVENUES: Oil and gas sales $954,336 $1,257,427 $1,162,286 Interest income 1,304 7,452 8,580 Gain on sale of oil and gas properties 24,403 12,478 39,206 ------- --------- --------- $980,043 $1,277,357 $1,210,072
COSTS AND EXPENSES: Lease operating $157,453 $ 175,850 $ 134,727 Production tax 59,851 84,768 79,227 Depreciation, depletion, and amortization of oil and gas properties 101,299 148,028 107,301 General and administrative 124,730 121,142 110,355 ------- --------- --------- $443,333 $ 529,788 $ 431,610 ------- --------- --------- NET INCOME $536,710 $ 747,569 $ 778,462 ======= ========= =========
GENERAL PARTNER - NET INCOME $ 62,658 $ 87,334 $ 56,035 ======= ========= =========
LIMITED PARTNERS - NET INCOME $474,052 $ 660,235 $ 722,427 ======= ========= =========
NET INCOME per Unit $ 5.17 $ 7.20 $ 7.88 ======= ========= =========
UNITS OUTSTANDING 91,711 91,711 91,711 ======= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2002, 2001, and 2000
Limited General Partners Partner Total ------------ --------- ------------
Balance, Dec. 31, 1999 $1,254,087 ($66,614) $1,187,473 Net income 722,427 56,035 778,462 Cash distributions ( 665,000) ( 44,053) ( 709,053) --------- ------ ---------
Balance, Dec. 31, 2000 $1,311,514 ($54,632) $1,256,882 Net income 660,235 87,334 747,569 Cash distributions ( 950,000) ( 97,791) ( 1,047,791) --------- ------ ---------
Balance, Dec. 31, 2001 $1,021,749 ($65,089) $ 956,660 Net income 474,052 62,658 536,710 Cash distributions ( 405,000) ( 51,166) ( 456,116) --------- ------ ---------
Balance, Dec. 31, 2002 $1,090,801 ($53,547) $1,037,254 ========= ====== =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Cash Flows For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ---------- ------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $536,710 $ 747,569 $778,462 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 101,299 148,028 107,301 Gain on sale of oil and gas properties ( 24,403) ( 12,478) ( 39,206) (Increase) decrease in accounts receivable - oil and gas sales ( 61,777) 108,242 ( 79,128) (Increase) decrease in deferred charge ( 701) ( 2,148) 284 Increase (decrease) in accounts payable 11,798 14,068 ( 3,099) Increase (decease) in gas imbalance payable ( 670) 273 1,204 Increase (decrease) in accrued liability 1,649 423 ( 5,009) ------- --------- ------- Net cash provided by operating activities $563,905 $1,003,977 $760,809 ------- --------- ------- CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 46,750) ($ 61,632) ($ 14,394) Proceeds from sale of oil and gas properties 26,642 12,783 45,271 ------- --------- ------- Net cash provided (used) by investing activities ($ 20,108) ($ 48,849) $ 30,877 ------- --------- ------- CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($456,116) ($1,047,791) ($709,053) ------- --------- ------- Net cash used by financing activities ($456,116) ($1,047,791) ($709,053) ------- --------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 87,681 ($ 92,663) $ 82,633
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 136,988 229,651 147,018 ------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $224,669 $ 136,988 $229,651 ======= ========= =======
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME PROGRAM II Notes to Combined Financial Statements For the Years Ended December 31, 2002, 2001, and 2000
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were formed pursuant to a public offering of depositary units ("Units"). Upon formation, investors became limited partners (the "Limited Partners") and held Units issued by each Partnership. Geodyne Resources, Inc. is the general partner of each Partnership. Each Partnership is a general partner in the related Geodyne Production Partnership (the "Production Partnership") in which Geodyne Resources, Inc. serves as the managing partner. Limited Partner capital contributions were contributed to the related Production Partnerships for investment in producing oil and gas properties. The Partnerships were activated on the following dates with the following Limited Partner capital contributions.
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
The Partnerships would have terminated on December 31, 2001 in accordance with the partnership agreements for the Partnerships. However, such partnership agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for their first two-year extension thereby extending their termination date to December 31, 2003. As of the date of these financial statements, the General Partner has not determined whether to extend the term of any Partnership. Accordingly, the financial statements have not been presented on a liquidation basis because it is not probable that the Partnerships will be terminated within the next year.
For purposes of these financial statements, the Partnerships and Production Partnerships are collectively referred to as the "Partnerships" and the general partner and managing partner are collectively referred to as the "General Partner".
An affiliate of the General Partner owned the following Units at December 31, 2002:
Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- II-A 125,908 26.0% II-B 89,057 24.6% II-C 47,092 30.5% II-D 82,264 26.1% II-E 67,522 29.5% II-F 42,454 24.8% II-G 73,042 19.6% II-H 26,382 28.8%
The Partnerships' sole business is the development and production of oil and gas. Substantially all of the Partnerships' gas reserves are being sold regionally on the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon obtaining transportation services provided by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells under short-term purchase contracts at prevailing arrangements which are customary in the oil industry. The prices received for the Partnerships' oil and gas are subject to influences such as global consumption and supply trends.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited partnership agreement and each Production Partnership's partnership agreement (collectively, the "Partnership Agreement") results in allocations of costs and income between the Limited Partners and General Partner as follows:
Before Payout(1) After Payout(1) -------------------- -------------------- General Limited General Limited Partner Partners Partner Partners -------- -------- -------- -------- Costs(2) - ------------------------ Sales commissions, pay- ment for organization and offering costs and management fee 1% 99% - - Property acquisition costs 1% 99% 1% 99% Identified development drilling 1% 99% 1% 99% Development drilling(3) 5% 95% 15% 85% General and administra- tive costs, direct administrative costs and operating costs(3) 5% 95% 15% 85%
Income(2) - ----------------------- Temporary investments of Limited Partners' subscriptions 1% 99% 1% 99% Income from oil and gas production(3) 5% 95% 15% 85% Gain on sale of produc- ing properties(3) 5% 95% 15% 85% All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total original Limited Partner subscriptions. (2) The allocations in the table result generally from the combined effect of the allocation provisions in the Partnership Agreements. For example, the costs incurred in development drilling are allocated 95.9596% to the limited partnership and 4.0404% to the managing partner. The 95.9596% portion of these costs allocated to the limited partnership, when passed through the limited partnership, is further allocated 99% to the limited partners and 1% to the general partner. In this manner the Limited Partners are allocated 95% of such costs and the General Partner is allocated 5% of such costs. (3) If at payout the Limited Partners have received distributions at an annual rate less than 12% of their subscriptions, the percentage of income and costs allocated to the general partner and managing partner will increase to only 10% and the percentage allocated to the Limited Partners will decrease to only 90%. Thereafter, if the
distribution to Limited Partners reaches an average annual rate of 12% the allocation will change to 15% to the general partner and managing partner and 85% to the Limited Partners.
All Partnerships have achieved payout. The II-D, II-E, and II-F Partnerships achieved payout during the second, third, and first quarters of 1999, respectively. The II-A and II-G Partnerships achieved payout during the first quarter of 2000, and the II-B and II-H Partnerships achieved payout during the fourth quarter of 2000. After payout, operations and revenues for the Partnerships have been and will be allocated using the 10% / 90% after payout percentages as described in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each Partnership after the elimination of all inter-partnership transactions and balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.
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 Partners' property screening costs. The acquisition cost to the Partnership 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. Leasehold impairment for unproved properties is based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties.
Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. The depreciation, depletion, and amortization rates per equivalent barrel of oil produced during the years ended December 31, 2002, 2001, and 2000, were as follows:
Partnership 2002 2001 2000 ----------- ----- ----- -----
II-A $1.30 $3.93 $3.22 II-B 1.56 1.39 4.63 II-C 1.25 1.62 4.24 II-D 1.13 2.50 2.42 II-E 1.55 2.95 2.88 II-F 1.95 2.69 2.03 II-G 1.98 2.73 2.04 II-H 1.95 2.71 2.02
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.
The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties at the field level. If the unamortized costs of oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. No impairment provisions were recorded by the Partnerships during the three years ended December 31, 2002.
The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease.
Deferred Charge
The Deferred Charge represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. The rate used in calculating the deferred charge is the annual average production costs per Mcf. At December 31, 2002 and 2001, cumulative total gas sales volumes for underproduced wells were less than the Partnerships' pro-rata share of total gas production from these wells by the following amounts:
2002 2001 ---------------------- --------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 574,382 $656,289 608,807 $695,623 II-B 218,771 245,511 198,106 214,754 II-C 181,115 130,077 179,375 128,827 II-D 464,455 358,699 479,622 370,412 II-E 327,726 209,297 323,326 206,554 II-F 65,183 36,774 66,840 38,188 II-G 140,943 79,136 146,900 83,736 II-H 35,497 20,637 34,185 19,936
Accrued Liability - Other
The Accrued Liability - Other at 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 December 31, 2002 was due to a partial settlement of this judgment, which settlement was paid in June 2002.
Accrued Liability
The Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in calculating the accrued liability is the annual average production costs per Mcf. At December 31, 2002 and 2001, cumulative total gas sales volumes for overproduced wells exceeded the Partnerships' pro-rata share of total gas production from these wells by the following amounts:
2002 2001 -------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 190,200 $217,322 212,959 $243,327 II-B 49,379 52,682 44,462 47,436 II-C 41,514 29,815 41,043 29,477 II-D 124,944 96,494 145,669 112,500 II-E 11,439 7,264 41,487 26,344 II-F 26,730 15,443 24,180 13,875 II-G 55,640 31,075 56,738 31,820 II-H 13,617 8,079 11,139 6,430
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling this liability. At December 31, 2002 and 2001 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2002 2001 ------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------ ------- ------ -------
II-A 63,512 $95,268 64,199 $96,299 II-B 31,768 47,652 32,040 48,060 II-C 17,789 26,684 19,917 29,876 II-D 28,245 42,368 36,732 55,098 II-E 28,962 43,443 18,690 28,035 II-F 4,467 6,701 5,302 7,953 II-G 11,271 16,907 11,509 17,264 II-H 2,397 3,596 2,844 4,266
These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.
The Partnerships have not entered into any hedging or derivative contracts in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general and administrative costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Oil and gas reserves (see Note 4) also involve significant estimates which could materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in these financial statements.
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 estimates that adopting this statement will result in an increase in capitalized cost of oil and gas properties, an increase in net income for the cumulative effect of the change in accounting principle, and the recognition of an asset retirement obligation in the following amounts for each Partnership (unaudited):
Change in Increase in Capitalized Net Income for Cost of Oil the Change in Asset and Gas Accounting Retirement Partnership Properties Principle Obligation - ----------- ------------ -------------- ----------
II-A $423,000 $137,000 $286,000 II-B 306,000 98,000 208,000 II-C 102,000 34,000 68,000 II-D 278,000 95,000 183,000 II-E 153,000 58,000 95,000 II-F 150,000 54,000 96,000 II-G 322,000 114,000 208,000 II-H 77,000 26,000 51,000
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 did not have a significant effect on the Partnerships' financial condition or results of operations.
In November 2002, the FASB issued FASB Interpretation 45 (FIN 45) "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantee of Indebtedness of Others." FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee. The disclosure requirements are effective for financial statements of both interim and annual periods which end after December 15, 2002. The Partnerships are not guarantors under any guarantees and thus this interpretation is not expected to have an effect on their financial position or results of operations.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and administrative overhead applicable to the Partnerships, based on an allocation of actual costs incurred by the General Partner. When actual costs incurred benefit other partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative overhead costs for the years ended December 31, 2002, 2001, and 2000: Partnership 2002 2001 2000 ----------- -------- -------- --------
II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540
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 these activities, together with any compressor rentals, consulting, or other services provided. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells.
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 previously unrecorded liability. Such amounts were repaid during the first quarter of 2002.
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.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for ten percent or more of each Partnership's combined oil and gas sales for the years ended December 31, 2002, 2001 and 2000:
Partnership Purchaser Percentage - ----------- ------------------------ ------------------------ 2002 2001 2000 ----- ----- ----- II-A El Paso Energy Marketing Company ("El Paso") 27.7% 32.1% 27.8% BP America Production Co. 14.2% - - Duke Energy Field Services 10.9% - - Amoco Production Company - 12.7% 17.2%
II-B El Paso 33.1% 40.0% 38.0% Hallwood - - 11.5% Amoco Production Company - - 10.4%
II-C El Paso 30.7% 38.3% 35.6%
II-D El Paso 21.6% 30.4% 28.6% Whiting Petroleum Corp. 12.2% Vintage Petroleum Inc. - 12.4% -
II-E El Paso 29.4% 45.8% 47.9%
II-F El Paso 17.6% 22.5% 20.7% ONEOK Gas Marketing Co. ("ONEOK") - 10.5% -
II-G El Paso 17.5 22.4% 20.6% ONEOK - 10.3% -
II-H El Paso 17.4% 22.3% 20.7% ONEOK - 10.0% -
In the event of interruption of purchases by one or more of these significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas activities of the Partnerships is presented pursuant to the disclosure requirements promulgated by the SEC.
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2002 and 2001 were as follows:
II-A Partnership ---------------
2002 2001 ------------- -------------
Proved properties $29,571,336 $30,611,015
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 27,514,977) ( 28,406,443) ---------- ---------- Net oil and gas Properties $ 2,056,359 $ 2,204,572 ========== ==========
II-B Partnership ---------------
2002 2001 ------------- -------------
Proved properties $20,700,114 $20,823,909
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 19,094,527) ( 19,002,392) ---------- ---------- Net oil and gas Properties $ 1,605,587 $ 1,821,517 ========== ==========
II-C Partnership ----------------
2002 2001 ------------ ------------
Proved properties $ 8,861,801 $ 8,917,872
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 8,087,153) ( 8,061,206) ---------- ---------- Net oil and gas Properties $ 774,648 $ 856,666 ========== ==========
II-D Partnership ----------------
2002 2001 ------------- -------------
Proved properties $14,412,771 $15,061,284
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 12,929,943) ( 13,499,590) ---------- ---------- Net oil and gas Properties $ 1,482,828 $ 1,561,694 ========== ==========
II-E Partnership ----------------
2002 2001 ------------- -------------
Proved properties $13,109,702 $13,370,356
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 11,684,674) ( 11,979,059) ---------- ---------- Net oil and gas Properties $ 1,425,028 $ 1,391,297 ========== ==========
II-F Partnership ----------------
2002 2001 ------------- -------------
Proved properties $10,615,042 $10,699,918
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 9,303,505) ( 9,275,854) ---------- ---------- Net oil and gas Properties $ 1,311,537 $ 1,424,064 ========== ==========
II-G Partnership ----------------
2002 2001 ------------- -------------
Proved properties $22,694,289 $22,868,866
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 19,872,329) ( 19,803,257) ---------- ---------- Net oil and gas Properties $ 2,821,960 $ 3,065,609 ========== ==========
II-H Partnership ----------------
2002 2001 ------------- -------------
Proved properties $ 5,463,297 $ 5,502,402
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 4,798,942) ( 4,781,259) ---------- ---------- Net oil and gas Properties $ 664,355 $ 721,143 ========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 2002, 2001, and 2000. Costs incurred by the Partnerships in connection with oil and gas property development activities during 2002, 2001, and 2000, were as follows:
Partnership 2002 2001 2000 ----------- -------- -------- -------
II-A $137,449 $149,585 $83,625 II-B 14,939 492,951 67,336 II-C 9,993 82,009 27,273 II-D 116,640 169,317 46,036 II-E 198,005 51,785 15,129 II-F 93,456 118,663 29,757 II-G 197,745 254,554 62,230 II-H 46,750 61,632 14,394
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States of America, for the periods indicated. The proved reserves at December 31, 2002, 2001, and 2000, were estimated by petroleum engineers employed by affiliates of the Partnerships. Certain reserve information was reviewed by Ryder Scott Company, L.P., an independent petroleum engineering firm. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott.
II-A Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 730,031 7,047,401 Production ( 77,024) (1,003,723) Sales of minerals in place ( 14,216) ( 8,706) Extensions and discoveries 12 16,357 Revision of previous estimates ( 90,400) 656,452 ------- ---------
Proved reserves, Dec. 31, 2000 548,403 6,707,781 Production ( 67,519) ( 774,153) Sales of minerals in place - ( 60,382) Extensions and discoveries 18,433 11,955 Revision of previous estimates (125,788) ( 14,943) ------- ---------
Proved reserves, Dec. 31, 2001 373,529 5,870,258 Production ( 64,016) ( 821,485) Sales of minerals in place ( 4,154) ( 109,339) Extensions and discoveries 47,104 46,402 Revision of previous estimates 165,389 831,714 ------- ---------
Proved reserves, Dec. 31, 2002 517,852 5,817,550 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 548,403 6,707,781 ======= ========= December 31, 2001 373,529 5,870,258 ======= ========= December 31, 2002 517,852 5,817,550 ======= =========
II-B Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 451,787 5,273,295 Production ( 52,155) ( 707,543) Sales of minerals in place ( 19,091) ( 6,778) Extensions and discoveries 8 3,084 Revision of previous estimates ( 18,716) 280,103 ------- ---------
Proved reserves, Dec. 31, 2000 361,833 4,842,161 Production ( 49,375) ( 570,423) Extensions and discoveries 58,881 18,379 Revision of previous estimates ( 86,953) ( 7,061) ------- ---------
Proved reserves, Dec. 31, 2001 284,386 4,283,056 Production ( 40,616) ( 598,159) Sales of minerals in place ( 3,132) - Revision of previous estimates 118,986 758,648 ------- ---------
Proved reserves, Dec. 31, 2002 359,624 4,443,545 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 361,833 4,842,161 ======= =========
December 31, 2001 284,386 4,283,056 ======= =========
December 31, 2002 359,624 4,443,545 ======= =========
II-C Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 187,281 3,606,449 Production ( 16,424) ( 398,166) Sales of minerals in place ( 28,896) ( 11,837) Revision of previous estimates ( 15,808) 194,596 ------- ---------
Proved reserves, Dec. 31, 2000 126,153 3,391,042 Production ( 14,034) ( 302,093) Extensions and discoveries 8,281 2,345 Revision of previous estimates ( 24,922) 160,543 ------- ---------
Proved reserves, Dec. 31, 2001 95,478 3,251,837 Production ( 14,351) ( 343,662) Sales of minerals in place ( 596) ( 151,771) Revision of previous estimates 48,413 364,064 ------- ---------
Proved reserves, Dec. 31, 2002 128,944 3,120,468 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 126,153 3,391,042 ======= =========
December 31, 2001 95,478 3,251,837 ======= =========
December 31, 2002 128,944 3,120,468 ======= =========
II-D Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 537,111 8,486,921 Production ( 32,648) ( 836,567) Sales of minerals in place (269,014) ( 79,651) Extensions and discoveries - 5,023 Revision of previous estimates 18,288 688,616 ------- ---------
Proved reserves, Dec. 31, 2000 253,737 8,264,342 Production ( 18,970) ( 712,930) Sales of minerals in place ( 28,595) - Extensions and discoveries 5,656 1,961,987 Revision of previous estimates ( 18,990) ( 121,541) ------- ---------
Proved reserves, Dec. 31, 2001 192,838 9,391,858 Production ( 31,350) ( 795,913) Sales of minerals in place ( 6,238) (1,773,652) Extensions and discoveries 20,756 164,024 Revision of previous estimates 10,718 962,656 ------- ---------
Proved reserves, Dec. 31, 2002 186,724 7,948,973 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 253,737 8,264,342 ======= =========
December 31, 2001 192,838 9,391,858 ======= =========
December 31, 2002 186,724 7,948,973 ======= =========
II-E Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 257,061 4,088,078 Production ( 23,708) ( 611,642) Sales of minerals in place ( 9,137) ( 2,995) Extensions and discoveries 951 1,745 Revision of previous estimates 4,556 579,536 ------- ---------
Proved reserves, Dec. 31, 2000 229,723 4,054,722 Production ( 24,064) ( 490,127) Sales of minerals in place ( 17,957) ( 3,024) Revision of previous estimates ( 41,174) 82,011 ------- ---------
Proved reserves, Dec. 31, 2001 146,528 3,643,582 Production ( 23,426) ( 488,328) Sales of minerals in place - ( 13,492) Extensions and discoveries 2,949 120,748 Revision of previous estimates 47,113 929,896 ------- ---------
Proved reserves, Dec. 31, 2002 173,164 4,192,406 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 229,723 4,054,722 ======= =========
December 31, 2001 146,528 3,643,582 ======= =========
December 31, 2002 173,164 4,192,406 ======= =========
II-F Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 288,716 3,215,124 Production ( 25,175) ( 480,967) Sales of minerals in place ( 6,269) ( 8,348) Extensions and discoveries 4,355 198,944 Revision of previous estimates 7,483 234,113 ------- ---------
Proved reserves, Dec. 31, 2000 269,110 3,158,866 Production ( 30,965) ( 465,214) Sales of minerals in place ( 781) ( 1,865) Extensions and discoveries 2,802 13,721 Revision of previous estimates ( 21,641) 303,403 ------- ---------
Proved reserves, Dec. 31, 2001 218,525 3,008,911 Production ( 27,894) ( 451,358) Sales of minerals in place - ( 33,002) Extensions and discoveries 4,759 127,801 Revision of previous estimates 34,884 309,929 ------- ---------
Proved reserves, Dec. 31, 2002 230,274 2,962,281 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2000 269,110 3,158,866 ======= =========
December 31, 2001 218,525 3,008,911 ======= =========
December 31, 2002 230,274 2,962,281 ======= =========
II-G Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 607,214 6,898,144 Production ( 52,807) (1,031,148) Sales of minerals in place ( 13,212) ( 19,115) Extensions and discoveries 10,159 432,005 Revision of previous estimates 13,702 499,559 ------- ---------
Proved reserves, Dec. 31, 2000 565,056 6,779,445 Production ( 64,898) ( 992,099) Sales of minerals in place ( 1,657) ( 5,208) Extensions and discoveries 5,979 31,001 Revision of previous estimates ( 45,326) 626,857 ------- ---------
Proved reserves, Dec. 31, 2001 459,154 6,439,996 Production ( 58,467) ( 959,663) Sales of minerals in place - ( 69,121) Extensions and discoveries 16,826 273,003 Revision of previous estimates 66,360 685,765 ------- ---------
Proved reserves, Dec. 31, 2002 483,873 6,369,980 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 565,056 6,779,445 ======= =========
December 31, 2001 459,154 6,439,996 ======= =========
December 31, 2002 483,873 6,369,980 ======= =========
II-H Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1999 142,155 1,673,358 Production ( 12,297) ( 245,490) Sales of minerals in place ( 3,113) ( 4,094) Extensions and discoveries 2,120 106,209 Revision of previous estimates 3,017 116,859 ------- ---------
Proved reserves, Dec. 31, 2000 131,882 1,646,842 Production ( 15,054) ( 237,600) Sales of minerals in place ( 391) ( 1,779) Extensions and discoveries 388 7,897 Revision of previous estimates ( 9,535) 139,973 ------- ---------
Proved reserves, Dec. 31, 2001 107,290 1,555,333 Production ( 13,577) ( 229,923) Sales of minerals in place - ( 15,921) Extensions and discoveries 1,519 56,116 Revision of previous estimates 17,853 188,329 ------- ---------
Proved reserves, Dec. 31, 2002 113,085 1,553,934 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 131,882 1,646,842 ======= =========
December 31, 2001 107,290 1,555,333 ======= =========
December 31, 2002 113,085 1,553,934 ======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2002 and 2001 are as follows:
II-A Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $ 789,152 $1,173,966 $ 934,000 $1,083,198 Gross Profit (1) 325,518 834,634 619,024 684,532 Net Income 89,283 619,972 460,956 474,894 Limited Partners' Net Income Per Unit .15 1.14 .85 .87
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $1,701,369 $1,462,542 $1,060,672 $ 757,559 Gross Profit (1) 1,346,743 1,073,412 640,292 95,658 Net Income (Loss) 1,115,562 857,236 415,574 ( 555,195) Limited Partners' Net Income (Loss) Per Unit 2.06 1.58 .76 ( 1.13)
- ----------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization charges.
II-B Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $ 581,081 $ 693,623 $653,379 $707,983 Gross Profit (1) 232,791 451,685 457,951 471,675 Net Income 51,494 287,730 344,740 290,082 Limited Partners' Net Income Per Unit .11 .70 .86 .70
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,336,514 $1,109,643 $771,827 $479,247 Gross Profit (1) 1,109,236 859,733 493,274 181,527 Net Income 944,864 706,495 350,203 24,973 Limited Partners' Net Income Per Unit 2.34 1.75 .86 .05
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-C Partnership ----------------
------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter(2) ----------- ----------- ----------- ------------
Total Revenues $268,077 $338,202 $325,234 $474,418 Gross Profit (1) 124,101 244,733 238,388 366,641 Net Income 36,398 166,179 188,038 302,546 Limited Partners' Net Income Per Unit .19 .95 1.09 1.75
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- ------------
Total Revenues $601,551 $523,962 $353,511 $194,675 Gross Profit (1) 485,332 425,448 254,529 72,531 Net Income 402,194 355,110 187,300 470 Limited Partners' Net Income (Loss) 2.33 2.05 1.08 ( .01) Per Unit
- ---------------------- (1) Total revenues less oil and gas production expenses. (2) Significant increase in Fourth Quarter Net Income resulted from the gain on sale of several properties.
II-D Partnership ----------------
------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter(3) ----------- ----------- ----------- ------------
Total Revenues $ 538,200 $ 809,677 $787,921 $1,980,869 Gross Profit (1) 247,999 605,024 564,516 1,812,881 Net Income 83,003 442,237 458,518 1,691,929 Limited Partners' Net Income Per Unit .22 1.24 1.31 4.83
------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter(2) ----------- ----------- ----------- ------------
Total Revenues $1,339,703 $1,132,406 $688,145 $ 564,362 Gross Profit (1) 1,083,674 841,186 378,913 223,753 Net Income (Loss) 930,947 709,460 242,992 ( 65,530) Limited Partners' Net Income (Loss) 2.65 2.02 .68 ( .24) Per Unit
- ---------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization charges. (3) Significant increase in Fourth Quarter Net Income resulted from the gain on sale of several properties.
II-E Partnership ----------------
------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $399,243 $494,187 $589,514 $493,877 Gross Profit (1) 242,077 363,404 461,502 381,570 Net Income 100,318 238,745 371,872 296,833 Limited Partners' Net Income Per Unit .37 .92 1.45 1.16
------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $938,968 $762,473 $488,377 $449,222 Gross Profit (1) 763,378 595,607 320,663 140,701 Net Income (Loss) 638,079 481,211 208,439 ( 92,271) Limited Partners' Net Income (Loss) 2.49 1.88 .80 ( .43) Per Unit
- ---------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization charges.
II-F Partnership ----------------
------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $417,293 $476,813 $528,079 $531,009 Gross Profit (1) 275,744 383,219 423,224 449,021 Net Income 158,187 287,067 329,817 341,548 Limited Partners' Net Income Per Unit .80 1.49 1.71 1.76
------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $825,777 $782,724 $504,675 $414,340 Gross Profit (1) 688,441 658,001 367,218 309,974 Net Income 572,885 549,055 264,316 136,526 Limited Partners' Net Income 2.98 2.86 1.36 .65 Per Unit
- ---------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization charges.
II-G Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $ 883,474 $1,011,416 $1,117,354 $1,123,142 Gross Profit (1) 582,126 811,752 892,576 948,729 Net Income 343,653 609,560 694,566 719,623 Limited Partners' Net Income Per Unit .80 1.45 1.66 1.71
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $1,754,543 $1,667,262 $1,069,060 $ 879,423 Gross Profit (1) 1,461,563 1,399,769 776,907 656,447 Net Income 1,230,769 1,166,559 556,509 284,121 Limited Partners' Net Income 2.95 2.79 1.32 .63 Per Unit
- ---------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization charges.
II-H Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $208,773 $239,133 $265,143 $266,994 Gross Profit (1) 136,605 191,298 210,700 224,136 Net Income 69,326 139,032 160,567 167,785 Limited Partners' Net Income Per Unit .65 1.35 1.55 1.62
------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $417,812 $397,415 $253,545 208,585 Gross Profit (1) 347,453 332,733 182,307 154,246 Net Income 280,270 276,390 128,903 62,006 Limited Partners' Net Income 2.73 2.68 1.24 .55 Per Unit
- ---------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization charges.
INDEX TO EXHIBITS -----------------
Exh. No. Exhibit - --- -------
4.1 Agreement and Certificate of Limited Partnership dated July 22, 1987 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.2 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.6 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.7 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne
Energy Income Limited Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.8 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.9 Agreement and Certificate of Limited Partnership dated October 14, 1987 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.10 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.11 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.12 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.13 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.14 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.15 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.16 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.17 Agreement and Certificate of Limited Partnership dated January 13, 1988 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.18 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.19 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.20 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.21 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.22 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.22 to Annual Report
on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.23 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.24 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.25 Agreement and Certificate of Limited Partnership dated May 10, 1988 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.30 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.31 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.32 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.33 Agreement and Certificate of Limited Partnership dated September 27, 1988 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.34 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.35 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.36 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.37 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.38 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.39 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.40 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.41 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.42 Agreement and Certificate of Limited Partnership dated January 5, 1989 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.42a Certificate of Limited Partnership dated January 5, 1989, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.43 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.44 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy
Income Limited Partnership II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.45 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.46 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.47 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.48 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.49 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.50 Agreement and Certificate of Limited Partnership dated April 10, 1989 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.51 Certificate of Limited Partnership dated April 10, 1989, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.52 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.53 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.54 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.55 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.56 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.57 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.58 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.59 Agreement and Certificate of Limited Partnership dated May 17, 1989 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.59 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.60 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.61 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 25, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.62 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.63 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.64 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.65 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.66 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.67 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-H, filed as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.6 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.7 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.8 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.9 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.11 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.12 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.17 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.18 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.19 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.20 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.21 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.23 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.24 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.29 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.30 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.31 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.32 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H.
*99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*99.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*99.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*99.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.